Sino Green Land's $4.48M Working-Capital Deficit
A $4,482,441 working-capital deficit and ineffective disclosure controls accompany the annual loss.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Rhea-AI Filing Summary
Sino Green Land Corp. (SGLA) reported fiscal 2026 revenue of $1,422,451, up 6.3% from $1,338,300, while net loss narrowed to $1,393,031 from $1,808,994. Revenue growth primarily reflected Malaysian ringgit translation; customer count and average order value remained broadly consistent.
As of June 30, 2026, current liabilities exceeded current assets by $4,482,441; cash used in operating activities was $99,654, and accumulated deficit was $6,093,584. Management and its independent auditor cited substantial doubt about SGLA’s ability to continue as a going concern within one year after the consolidated financial statements are issued. Disclosure controls were ineffective as of June 30, 2026; reported weaknesses included no independent board or audit committee, inadequate segregation of duties and insufficient U.S. GAAP expertise.
Under a May 22, 2026 subscription agreement, an investor agreed to buy 2,000,000 shares at $0.50 each for $1,000,000; $200,000 had been received by June 30, with the remaining $800,000 to be received within one year thereafter. On August 7, 2026, SGLA agreed, subject to closing and applicable conditions and milestones, to acquire 100% of Invent Fortune Sdn. Bhd. and 60% of Xing Da Plastics Sdn. Bhd. for 36,527,833 and 4,800,000 common shares, respectively.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- Moderate pointRevenue rose 6.3% to $1,422,451 in fiscal 2026.
- Moderate pointNet loss narrowed 23.0% to $1,393,031 in fiscal 2026.
- Moderate pointOperating cash used declined by $746,317 year over year.
Negative
- Major pointGoing-concern substantial doubt: $4,482,441 working-capital deficit at June 30, 2026.
- Major pointFinancial-reporting controls were ineffective as of June 30, 2026.
Filing Explained
This report also records three completed private placements on
Key Figures
Key Terms
going concern financial
material weakness financial
working capital deficit financial
performance obligation financial
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much did SGLA raise under its May 2026 stock subscription agreement?
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AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For The Fiscal Year Ended
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
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction | (Commission | (IRS Employer | ||
| of incorporation) | File Number) | Identification No.) |
(Address of principal executive offices (zip code))
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common stock, par value $0.001 per share
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes
☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes
☐
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.
Indicate by check mark whether the registrant has submitted electronically 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 12 months (or for such shorter period that the registrant was required to submit and post such files).
YES ☐ ☒
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐
Indicate by check mark whether the registrant is a large-accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large-accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large Accelerated Filer ☐ | Smaller
reporting company |
| Accelerated Filer ☐ | 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 any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes
☐ No
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The OTC Markets |
The aggregate market value of the Company’s Common Stock held by non-affiliates computed by reference to the closing bid price of the Company’s Common Stock, as of the last business day of the registrant’s most recently completed second fiscal quarter:
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed 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.
Not Applicable
APPLICABLE ONLY TO CORPORATE REGISTRANTS
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 September 28, 2026 | |
| Common Stock, $ par value |
SINO GREEN LAND CORPORATION
ANNUAL FORM 10-K
For the Fiscal Year Ended June 30, 2026
Index
| Page # | ||
| PART I | ||
| Item 1. | Business | 2 |
| Item 1A. | Risk Factors | 8 |
| Item 1B. | Unresolved Staff Comments | 15 |
| Item 1C. | Cybersecurity | 15 |
| Item 2. | Properties | 15 |
| Item 3. | Legal Proceedings | 15 |
| Item 4. | Mine Safety Disclosure | 15 |
| PART II | ||
| Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 16 |
| Item 6. | Selected Financial Data | 18 |
| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 18 |
| Item 7A. | Quantitative and Qualitative Disclosures About Market Risk | 28 |
| Item 8. | Financial Statements and Supplementary Data | 28 |
| Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 28 |
| Item 9A. | Controls and Procedures | 28 |
| Item 9B. | Other Information | 29 |
| PART III | ||
| Item 10. | Directors, Executive Officers and Corporate Governance | 30 |
| Item 11. | Executive Compensation | 32 |
| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 33 |
| Item 13. | Certain Relationships and Related Transactions, and Director Independence | 37 |
| Item 14. | Principal Accounting Fees and Services | 38 |
| PART IV | ||
| Item 15. | Exhibits, Financial Statement Schedules | 39 |
| SIGNATURES | 40 | |
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K contains forward-looking statements. These forward-looking statements are not historical facts but rather are based on current expectations, estimates and projections. We may use words such as “anticipate,” “expect,” “intend,” “plan,” “believe,” “foresee,” “estimate” and variations of these words and similar expressions to identify forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties, and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted. These risks and uncertainties include the following:
| ● | The availability and adequacy of our cash flow to meet our requirements; | |
| ● | Economic, competitive, demographic, business and other conditions in our local and regional markets; | |
| ● | Changes or developments in laws, regulations or taxes in our industry; | |
| ● | Actions taken or omitted to be taken by third parties including our suppliers and competitors, as well as legislative, regulatory, judicial and other governmental authorities; | |
| ● | Competition in our industry; | |
| ● | The loss of or failure to obtain any license or permit necessary or desirable in the operation of our business; | |
| ● | Changes in our business strategy, capital improvements or development plans; | |
| ● | The availability of additional capital to support capital improvements and development; and | |
| ● | Other risks identified in this report and in our other filings with the Securities and Exchange Commission or the SEC. |
This report should be read completely and with the understanding that actual future results may be materially different from what we expect. The forward-looking statements included in this report are made as of the date of this report and should be evaluated with consideration of any changes occurring after the date of this Report. We will not update forward-looking statements even though our situation may change in the future, and we assume no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.
Use of Defined Terms
Except as otherwise indicated by the context, references in this Report to:
| ● | The “Company,” “we,” “us,” or “our,” “Sino” are references to Sino Green Land Corporation, a Nevada corporation. | |
| ● | The “SGL” is references to Sunshine Green Land Corporation, the wholly-owned subsidiary of “Sino”. | |
| ● | The “Tian Li” is references to Tian Li Eco Holding Sdn. Bhd., the wholly-owned subsidiary of “SGL”, a Malaysian subsidiary. | |
| ● | “Common Stock” refers to the common stock, par value $0.001, of the Company; | |
| ● | “Preferred Stock” refers to the preferred stock, par value $0.001, of the Company; | |
| ● | “U.S. dollar,” “$” and “US$” refer to the legal currency of the United States; | |
| ● | “Securities Act” refers to the Securities Act of 1933, as amended; and | |
| ● | “Exchange Act” refers to the Securities Exchange Act of 1934, as amended. |
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PART I
ITEM 1. BUSINESS
Overview
We have engaged in manufacturing and sales of recovered and recycled products in Malaysia since 2019. We have two factories about 8,759.83 square meters to produce our products and serve our clients.
Corporate History
Sino Green Land Corporation was incorporated under the laws of the State of Nevada on March 6, 2008, under the name of Henry County Plywood Corporation, as successor by merger to a Virginia corporation incorporated in May 1948 under the same name. On March 17, 2009, the Company changed its name from “Henry County Plywood Corporation” to “Sino Green Land Corporation”. During 2009 to 2011, the Company was principally engaged in the wholesale distribution of premium fruits in China. In 2011, the Company was delinquent in statutory filings, and the annual report, Form 10-K for the year ended June 30, 2010, was filed to the SEC on March 31, 2011, and the Form 10-Q for the period ended September 30, 2011, was filed to the SEC on November 14, 2011.
On December 30, 2019, the Eighth District Court of Clark County, Nevada granted the Application for Appointment of Custodian, to Custodian Ventures LLC. Mr. David Lazar (“Mr. Lazar”), on behalf of the Custodian Ventures LLC, was awarded with custodianship and appointed as sole officer and director due to the Company’s ineffective board of directors, revocation of corporate charter, and abandonment of business. On January 7, 2020, Mr. Lazar announced the Court Order and the Change in Principal Officer through Form 8-K filing. The filing also mentioned the change of Company’s name from “Sino Green Land Corporation” to “Go Silver Toprich, Inc.”. On June 10, 2020, a settlement agreement was entered between the Company, Custodian Ventures, LLC, and Mr. Lazar. Pursuant to the agreement, Custodian Ventures LLC shall dismiss its custodianship, and the Company shall resume its business operations, and each party shall provide each other mutual release. In consideration of the release, the Company was required to pay Custodian Ventures LLC $15,000 towards its costs and expenses as the settlement to dismiss its custodianship with the Court. On July 2, 2020, the custodianship was discharged by the Court and Mr. Lazar resigned as sole officer and director of the Company. The former officer, Mr. Luo Xiong (“Mr. Luo”) was re-appointed as Chief Executive Officer and director of the Company.
Since July 2, 2020, along with the resumption of the Company’s business operations, Ms. Wo Kuk Ching (“Ms. Wo”), spouse of Mr. Luo has served as President and director of the Company, Ms. Wong Ching Wing (“Elise”), daughter of Ms. Wo has served as Chief Financial Officer, Treasurer and director of the Company, and Ms. Wong Erin (“Erin”), another daughter of Ms. Wo has served as Secretary of the Company, respectively. On August 31, 2020, the Company changed its name from “Go Silver Toprich, Inc.” back to “Sino Green Land Corporation”.
On December 2, 2021, Mr. Luo submitted his resignation as Chief Executive Officer and director of the Company to the board of directors effective June 30, 2021.
Effective from June 30, 2021, Ms. Wo serves as Chief Executive Officer, and currently holds the positions of Chief Executive Officer, President, and director of the Company, respectively.
On June 30, 2023, Sunshine Green Land Corp. (“SGL”) acquired 100% interest in Tian Li Eco Holdings Sdn. Bhd (“Tian Li”).
On October 1, 2023, SGLA merged SGL and all of the outstanding shares of SGL’s common stock were exchanged for 160,349,203 shares of common stock of SGLA and 1,781,658 shares of preferred stock of SGLA. As SGLA and SGL were under common control at the time of the share exchange, the transaction is accounted for as a combination of entities under common control in a manner similar to the pooling-of-interests method of accounting.
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Our Mission
Our mission is rooted in advocating for waste recycling, aiming for a sustainable environmental future. With its strategic initiatives, the Company’s objective is to become a prominent environmental recycling entity in Asia over the coming five years.
Our Model
We collects and sourcing the raw material such as the PET Bottle Bundle from Cambodia, Southeast Asia and New Zealand. After the raw material is delivered to the factory, we will process the sorting, cutting, crushing, washing, cleaning, drying, separating, recycling processing and further processing, until the materials are finally recycled into plastic end products such flakes, or Strapping belt, is produced. Thereafter, we sells it to local or oversea trading companies.
We recognizes the increasing importance of PET recycling in the global landscape. As the sector expands, there is noticeable demand from both brand manufacturers and end-users. Additionally, global governments are showing a heightened focus on environmental policies, providing further support to the PET recycling industry.
The PET recycling industry presents several challenges, often acting as barriers to entry for many entities. We have developed strategies to address these challenges. For instance, procuring raw materials demands a broad and reliable supply chain network, and the Company has invested in building such networks over the years. Adhering to international standards for recycled PET is crucial, and we through our technological assets and industry knowledge, aims to produce products that fit within these specifications. Addressing potential environmental concerns associated with the recycling process, the Company operates with the necessary legal and safety permits. These are licenses and report from the environmental impact assessment (EIA) and the environment management plan (EMP), and the permits from the Malaysia Investment Development Authority (MIDA).
Our foundation in the PET recycling domain is further highlighted by its infrastructural assets in Malaysia. The Company houses several pieces of advanced machinery and equipment together with its capabilities and technologies to produce good quality recycled PET materials for its customers. Furthermore, our foundational strength is the experienced and capable management and processing teams. The Company’s founders and core team possess a blend of experience and technical knowledge, positioning us as a notable player in the PET recycling sector.
Our Products
Product Offerings:
| - | PET Bottle Flakes: |
| ○ | Processed through a sequence of sorting, crushing, washing, separation, and drying, PET Flakes serve as an alternate raw material to traditional polyester. These flakes find applications in products ranging from staple fibers to strapping belts. |
| ○ | Specifications: |
| ■ | Intrinsic Viscosity (IV): >0.7 | |
| ■ | Moisture: <1% | |
| ■ | PVC Content: <0.01% | |
| ■ | Foreign Material: <0.02% |
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| - | PET Strapping Belt: |
| ○ | We employ superior raw materials and additives to produce these belts, offering them in varied colors and surface finishes (either smooth or embossed). | |
| ○ | Recognized for its high tensile strength (comparable to steel straps, reaching up to 80%), these belts are durable across varying climatic conditions, exhibit heat resistance, and have enhanced longevity. | |
| ○ | Product Specifications: |
| ■ | Model T1608-G: |
| ● | Dimensions: 1100m16mm0.8mm | |
| ● | Weight: 20KG | |
| ● | Tensile Strength: 496 Kgf |
| ■ | Model T1910-G: |
| ● | Dimensions: 800m19mm1.0mm | |
| ● | Weight: 20KG | |
| ● | Tensile Strength: 798 Kgf |
| - | HDPE Pellets: |
| ○ | Sourced from caps and rings of PET bottles, these HDPE pellets are suited for casting molding applications. Defined by its density (>0.941 g/cm3), HDPE stands as a robust variant within the polyethylene category. Renowned for its impact resistance, lightweight properties, low moisture absorption, and high tensile strength, HDPE also exhibits non-toxic and non-staining characteristics. |
Our PET bottle flakes cater to diverse geographical markets, including the Asia-Pacific, Europe, and the Americas, with exports to nations like Germany, the U.S., Ukraine, Vietnam, Thailand, Malaysia, Indonesia, and Turkey, among others. The global PET fiber production capacity stands at approximately 60.53 million tons in 2021 (Statista Research Department, March 24, 2023), representing potential clients for the Company. Our PET plastic-steel straps have reached markets in countries such as China, Australia, Vietnam, Malaysia, Indonesia, and Thailand, with ongoing expansion initiatives. Additionally, Our HDPE recycled pellets find customers in China and Malaysia, suggesting a notable demand in the market.
The Company’s goals
Our strategic positioning in Semenyih, Malaysia, serves as a logistical advantage, facilitating efficient connections with both local and international customers via major transportation hubs. This not only ensures reduced delivery times but also minimizes transportation costs. On a daily basis, we procure recyclable plastics from local sources, aiming to reduce the amount of non-biodegradable plastics that might otherwise reach landfills. With a steadfast commitment to the environment, the Company continually seeks enhancements in its recycling process and pledges to increase its investments in this domain.
Competitive Strengths
Our Directors believe that our competitive strengths are as follows:
| ● | Our depth of understanding in the plastic recycling sector has made the Company attuned to its challenges and intricacies. As such, we strictly adhere to the regulations and guidelines set forth by the Malaysian government. Furthermore, the company has integrated practices from recycling standards observed in developed nations, aligning its operations with international benchmarks. |
| ● | Our core expertise is in processing waste PET beverage and packaging bottles. Through advanced methodologies, we transform waste bottles into PET bottle flakes, which are tailored for PET fiber production. The facility houses over 40 pieces of advanced equipment, emphasizing consistent quality and innovation. This commitment to technology and research positions us as a notable entity within the environmental protection sector. |
| ● | Currently, we have a production capability of 50,000 tons of PET waste plastic bottles annually. As the Company plans for the future, there is an envisioned expansion in its operational scope. We have also introduced a production line for PET plastic-steel strapping belts, resulting in an annual yield of 3,000 tons. Additionally, we produce HDPE recycled pellets from waste plastic bottle components, with an annual output ranging between 3,500 to 4,000 tons. Due to the quality of the PET bottle flakes and pellets produced, they find applications in various PET-based productions. Our recycled raw materials, being closely comparable to virgin plastics and cost-effectiveness, present a viable option for its customers, both domestic and international, in the market. |
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Market Overview
Addressing the Global Plastic Waste Crisis
The global plastic waste crisis has taken center stage in environmental discussions over recent decades. Since the 1950s, there has been a staggering surge in plastic production. What began as an annual output of 2 million tons has skyrocketed to an overwhelming 348 million tons by 2017. Correspondingly, the global plastic industry’s worth has soared to an estimated $522.6 billion. If current trajectories persist, the industry might potentially double in value by 2040 (Historic day in the campaign to beat plastic pollution: Nations commit to develop a legally binding agreement, Press release, United Nations Environment Programme (UNEP), Mar 2022).
However, this surge in plastic production and its subsequent pollution presents monumental challenges that ripple across ecosystems. Climate change, biodiversity reduction, and the broad spectrum of environmental pollution are all exacerbated by this pervasive plastic proliferation. The consequences, if left unaddressed, could lead to irreversible environmental damages.
Beyond the environmental toll, there are significant health concerns related to plastic pollution. These implications span from potential disruptions in human fertility and hormonal imbalances to metabolic irregularities and concerning neurological effects. Notably, the open burning of plastics has also become a significant contributor to atmospheric pollution.
As global efforts intensify to limit global warming to within 1.5°C, a projection that stands out is the anticipated contribution of plastics to this crisis. By 2050, emissions stemming from plastic-related processes might constitute up to 15% of the globally permissible emissions.
Marine life bears the brunt of this crisis, with over 800 marine and coastal species under threat due to plastic pollution. From ingestion to entanglement, the dangers are extensive. Alarmingly, marine ecosystems are burdened with around 11 million tons of plastic debris annually. Unless current practices are recalibrated, this figure might see a twofold increase by 2040 (UNEP, Mar 2022).
Recycled-PET as a Solution to the Global Plastic Waste Crisis
The emergence of recycled-PET (R-PET) as a solution presents hope in addressing the intensifying global plastic waste crisis. By embracing the reclamation and repurposing of PET plastics, there is a potential to markedly reduce the volume of waste directed to landfills and oceans. This approach simultaneously curtails the reliance on the production of virgin plastics, resulting in significant cuts in carbon emissions and the conservation of crucial resources.
R-PET champions the principles of a circular economy, a sustainable model where resources undergo continuous recycling and repurposing to extend their lifecycle, thus reducing environmental harm. Such a holistic approach starkly deviates from the age-old linear economic model characterized by a “produce, use, discard” sequence.
Incorporating R-PET into industrial processes can substantially attenuate the environmental footprints of sectors heavily dependent on plastics. For instance, producing R-PET consumes roughly 75% less energy compared to its virgin counterpart and can curtail greenhouse gas emissions by a commendable 70%.
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Additionally, leveraging R-PET in product manufacturing can bolster the image of companies, positioning them as champions of environmental consciousness. This strategic alignment does not merely offer a solution to the plastic waste conundrum but also augments brand standing in the market. Given the discernible shift towards sustainable products among consumers, companies employing R-PET can potentially foster increased brand loyalty from this growing eco-conscious demographic.
The Recycled-PET Global Market Overview
The global recycled-PET (R-PET) market is showcasing notable momentum. As of 2023, this burgeoning sector is estimated to be worth around US$11 billion, and if current trends persist, it’s poised to burgeon to a significant US$15 billion by 2028. This forecast points to a robust compound annual growth rate (CAGR) of 6.5% over the anticipated five-year span. (Recycled PET Market, Global Forecast to 2028, Markets and Markets, June 2023)
Several pivotal factors are propelling this market surge. Foremost, there’s an unmistakable transformation in consumer behavior patterns. As individuals worldwide become more attuned to the far-reaching environmental consequences of plastic waste, their purchasing habits evolve. It is now evident that consumers are gravitating away from excessively packaged products, opting instead for items that underscore eco-friendliness as a key characteristic.
Furthermore, the role of governmental bodies cannot be understated. Many international administrations are ardently endorsing recycling and the principles of a circular economy. Through a plethora of policies, they are setting the stage to encourage and, in certain instances, mandate sustainable business conduct and elevated recycling standards. In certain jurisdictions, the integration of recycled materials has become a cornerstone of packaging regulations. These legal frameworks are supplemented with precise targets for recycled content, nudging manufacturers to embed environmental stewardship within their product development and design ethos.
From an economic perspective, the R-PET realm is presenting an intriguing landscape. In certain jurisdictions, particularly the EU, the advent of mandatory recycling directives means that the demand for food-grade R-PET is consistently outpacing the available supply. Consequently, its price per ton has reached a premium of around 1,500 Euros in September 2022 (Plastics and Sustainability Trends in September 2022, czapp.com, Oct 2022), which is a significant increment from a base valuation pegged at 400 Euros.
Opportunities for Recycled-PET in the Asia-Pacific Region
The Asia-Pacific region, a dominant global nexus for production, is abuzz with activity. With a multitude of multinational entities spread across diverse sectors such as food & beverage, personal care, and household products, it’s an area that presents a myriad of opportunities. This operational vibrancy inherently fosters a growing demand for recycled PET, setting an optimistic trajectory for our firm. One can gauge the strength and potential of this sector by examining key metrics. For instance, pivotal export territories, especially the European R-PET market, are projected to escalate to an impressive US$3.9 billion by 2028. Growing at a Compound Annual Growth Rate (CAGR) of 6.1%, these figures shed light on the surging demand and potential of the R-PET domain (Recycled PET Market, Global Forecast to 2028, Markets and Markets, Jun 2023).
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Moreover, the regulatory landscape in this region is evolving in favor of sustainability. Several countries have made strides in introducing frameworks that promote the incorporation of recycled materials, with a specific emphasis on packaging. These legislative advancements not only fortify the market landscape but also significantly amplify the demand for the R-PET industry. When we couple these dynamics with the region’s swift economic evolution, rapid urbanization, and an expanding middle-class demographic, the resulting synergy augments consumption patterns. This is particularly evident in sectors like food & beverage, which unfolds a plethora of market vistas for our initiative.
Our Organization
Employees
As at the date of this report, we had a total of 47 employees, out of which 39 were foreign workers from Indonesia, Myanmar and Bengal. We are subject to certain approvals for employment of foreign workers and have obtained letters of approval by the Ministry of Home Affairs of Malaysia.
Reports to Security Holders
You may read and copy any materials the Company files with the Commission in the Commission’s Public Reference Section, Room 1580, 100 F Street N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Section by calling the SEC at 1-800-SEC-0330. Additionally, the SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, which can be found at http://www.sec.gov.
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ITEM 1A. RISK FACTORS
Risks Related to our Business
There is substantial doubt about Sino Green Land’s ability to continue as a going concern.
For the year ended June 30, 2026, Sino Green Land incurred a net loss of $1,393,031 and used cash in operating activities of $99,654, resulting in an accumulated deficit of $6,093,584. The Company’s current liabilities exceeded current assets by $4,482,441, and the Company had a stockholders’ deficit of $2,535,519. These factors raise substantial doubt about the Sino Green Land’s ability to continue as a going concern within one year after the date the consolidated financial statements are issued. In addition, Sino Green Land’s independent registered public accounting firm, in their report on Sino Green Land’s June 30, 2026 audited financial statements, raised substantial doubt about the Sino Green Land’s ability to continue as a going concern. No assurance can be given that any future financing, if needed, will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, if needed, it may contain undue restrictions on its operations, in the case of debt financing, or cause substantial dilution for its stockholders, in the case of equity financing.
We have identified material weaknesses in our disclosure controls and procedures and internal control over financial reporting.
We identified material weaknesses in our internal controls over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our financial statements will not be prevented or detected on a timely basis.
The material weaknesses identified include (i) the Company did not maintain a functioning independent audit committee and did not maintain an independent board; (ii) the Company had inadequate segregation of duties; and (iii) the Company had an insufficient number of personnel with an appropriate level of U.S. GAAP knowledge and experience and ongoing training in the application of U.S. GAAP and SEC disclosure requirements commensurate with the Company’s financial reporting requirements.
To resolve these material weaknesses, the Company will appoint independent directors to form a functional, independent audit committee, and redesign key financial processes to enforce segregation of duties and implement compensating controls managed by senior staff. Secondly, the Company will redesign and formalize key financial processes to implement adequate segregation of duties. This will involve redistributing responsibilities among existing personnel and leveraging information technology controls to mitigate risks where full segregation is not feasible. The Company will also hire additional qualified accounting personnel with significant U.S. GAAP and SEC reporting experience. Furthermore, a program of ongoing, specialized training will be implemented for the entire finance team to ensure their knowledge remains current with the Company’s financial reporting requirements.
If not remediated, our failure to establish and maintain effective disclosure controls and procedures and internal control over financial reporting could result in material misstatements in our financial statements and a failure to meet our reporting and financial obligations, each of which could have a material adverse effect on our financial condition and the trading price of our common stock.
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Any major disruption at our waste treatment plants, such as a breakdown of machinery, power or utilities shortage, could adversely affect our business, financial conditions, results of operations.
Our business is dependent on the uninterrupted operation of our waste treatment plants. If the use or efficiency of our waste treatment plants is hampered or disrupted due to power or water shortages or breakdowns, or if our machinery and equipment is damaged due to accident, fire or other natural disasters, our ability to process plastic recycle products and deliver our products in a timely manner, and thus our ability to generate revenue, may be materially affected. Furthermore, our waste treatment processes require a stable source of electricity, and there is no guarantee that the local electricity supply would be sufficiently reliable or stable for consumption at all times. If we are unable to manage or reduce periods of interruption of power supply, our waste treatment capacities at our waste treatment plants may be limited, delayed or halted, which could have an adverse effect on our business, operations, financial performance, financial condition, results of operations. Furthermore, in the case of a breakdown or failure in our machinery or equipment, suitable replacements of relevant machinery may not be readily available in the market in a timely manner or at all. Any disruptions affecting our waste treatment plants may lead to delays in fulfilling contract obligations, and our business, operations, financial performance, financial condition, and results of operations may be materially and adversely affected.
Our success is dependent on the continuous efforts of our key management and operation personnel, and we may not be able to find suitable replacement in case of loss of service of any of them.
The Company’s success also will depend in large part on the continued service of its key operational and management personnel, including executive staff, research and development, engineering, marketing and sales staff. Most specifically, including Ms. Wo Kuk Ching, our Chairman, CEO and Executive Director, Mr. Luo Xiong, our Vice president who oversees new partnerships, as well as implementation of our methodology, partnership retention, overall management and future growth. We rely on the expertise and experience of our key management personnel in developing business strategies, managing business operations and maintaining relationships with our customers. While there had been no key management and operation personnel who left us during these years, there is no assurance that there will be no such incidents in the future. If we lose the services of any of our key management personnel, we may not be able to find a suitable replacement with comparable knowledge and experience in a timely manner, and our business, operations, financial performance, financial condition, results of operations may be materially and adversely affected.
We rely on foreign workers for our operations
Our Company presently operates in a labor intensive industry and we depend on foreign labor for our predominantly manual operations such as manual sorting of collected waste.
As at the date of this report, we had a total of 47 employees, out of which 39 were foreign workers. We are subject to certain approvals for employment of foreign workers and have obtained letters of approval by the Ministry of Home Affairs of Malaysia. As advised by our legal advisers as to Malaysia law, there is no fixed quota on the number of foreign workers we can employ or any pre-determined foreign workers to local workers ratio as mandated by the Ministry of Home Affairs of Malaysia as the approval for intake of foreign workers is based on the actual requirement of the employer. Such an approval is applied by the employer on an as-needed basis. As such, we can increase the quota of foreign workers as long as an application for intake of foreign workers is first submitted to, and approval for such application is obtained from, the Ministry of Home Affairs of Malaysia.
We have been in compliance with the relevant laws and regulations governing the employment of foreign workers in all material respects during these years. While our Directors confirmed that we had fully complied with the relevant laws and regulations relating to foreign workers in all material respects during these years, there is no assurance that the Malaysian government will not impose additional conditions or restrictions on the intake of foreign workers allowed or change the foreign worker policy or the laws and regulations relating to foreign workers, and we may not be able to replace our foreign workers with local workers, or we may have to incur additional cost for recruiting local workers. This may in turn materially and adversely affect our business, operations, financial performance, financial condition, results of operations. Further, any increase in competition for foreign workers, especially skilled workers, will also increase the general labor wages paid by us to our foreign workers, which will have an adverse impact on our costs of operations and may in turn materially and adversely affect our results of operations.
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We generally do not enter into long-term agreements with our customers. If we fail to retain our existing customers or attract new customers, our business, financial conditions and results of operations may be materially and adversely affected.
We do not enter into long-term agreements with most of our customers, and our customers have no obligation to engage us again for future to purchase recycled products from us as it is the industry practice to not enter into such long-term agreements with our customers. There is no assurance that our current or future agreements, with our major customers can be negotiated on terms and prices equivalent to or more favorable than current terms and prices. If we fail to retain our existing customers or attract new customers, our revenue and profitability, which is dependent on the number and scale of recycle products that we are able to sell, may be materially and adversely affected.
Cross-border sales transactions expose us to tariffs, import/export duties, and other international trade risks that may adversely affect our revenue and profitability.
We engage in cross-border sales transactions that are subject to various international trade risks. Changes in import taxes, tariffs, and customs duties related to the import and export of our products could result in pricing adjustments that adversely affect our revenues and earnings. In addition, cross-border transactions expose us to other risks, including changes in foreign trade policies and regulations, currency exchange rate fluctuations, extended transit and customs clearance times, heightened customs inspections, and the potential for lost, damaged, or delayed shipments. Geopolitical developments, trade disputes, or the imposition of new trade barriers by the United States or foreign governments could further disrupt our cross-border operations. Any of these factors could materially and adversely affect our business, financial condition, and results of operations.
Our future growth may be limited.
The Company’s ability to achieve its expansion objectives and to manage its growth effectively depends upon a variety of factors, including the Company’s ability to further develop use of methodology, to attract and retain skilled employees, to successfully position and market the Company, to protect its existing intellectual property, to capitalize on the potential opportunities it is pursuing with third parties, and sufficient funding. To accommodate growth and compete effectively, the Company will need working capital to maintain adequate operating levels, develop additional procedures and controls and increase, train, motivate and manage its work force. There is no assurance that the Company’s personnel, systems, procedures and controls will be adequate to support its potential future operations.
We are dependent on third parties for the supply of raw materials.
Our continuing success depends on the availability, cost and quality of the raw materials for the Plastic recycle products. The cost of raw materials amounted to approximately MYR5.7 million, and MYR7.0 million respectively, representing approximately 69% and 65% of our cost of sales for the years ended June 30, 2026 and 2025, respectively. Cost of raw materials refers to cost incurred by our Company to purchase recoverable items from our suppliers, which is the key components of cost of sales attributable to the recycled products segment. The decrease in cost of revenues for the year ended June 30, 2026 was mainly attributable to lower average raw material input costs, as well as a net reversal of inventory provision of $124,031 as compared to a provision charge of $119,886 for the year ended June 30, 2025.
We generally do not enter into any agreements with our suppliers other than on a purchase order basis. The prices and supply of raw materials depend on factors beyond our control, including economic conditions, competition, availability of quality suppliers, production levels and transportation costs in Malaysia and Overseas. There is no assurance that there will not be such incidents in the future. If we are unable to procure the required raw materials from our suppliers in a timely manner (for example, as a result of the suspension of operations or liquidation or bankruptcy of the supplier), or if the cost of raw materials exceeds our budgeted cost, or if any of our key suppliers is unable to continue providing the raw materials we need or fail to supply the necessary raw materials at prices and on terms and conditions we consider acceptable, and we are unable to find suitable replacement of the suppliers nor pass on the additional costs to our customers, there may be a material and adverse effect on our business, operations, financial performance, financial condition, results of operations.
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We may not be successful in our potential business combinations.
The Company may, in the future, pursue acquisitions of other complementary businesses and technology licensing arrangements. The Company may also pursue strategic alliances and joint ventures that leverage its core products and industry experience to expand its product offerings and geographic presence. The Company has limited experience with respect to acquiring other companies and limited experience with respect to forming collaborations, strategic alliances and joint ventures.
If the Company were to make any acquisitions, it may not be able to integrate these acquisitions successfully into its existing business and could assume unknown or contingent liabilities. Any future acquisitions the Company makes, could also result in large and immediate write-offs or the incurrence of debt and contingent liabilities, any of which could harm the Company’s operating results. Integrating an acquired company also may require management resources that otherwise would be available for ongoing development of the Company’s existing business.
We are required to comply with applicable laws and regulations.
Arising from the operations of our Company, we are required to comply with laws and regulations applicable to, among others, workplace safety, employment of foreign workers, environment and road traffic. In the event that we fail to comply with any of the applicable laws and regulations, we may be subject to penalties imposed by the authorities which include, but are not limited to, being fined and/or issued with remedial or stop-work orders which may materially and adversely affect our business, operations, financial performance, financial condition, results of operations.
We are imposed to environmental liability.
Our business operations are subject to environmental laws and regulations, in particular on the emission, discharge or deposit of waste into the environment pursuant to the laws of Malaysia. Though we had no material non-compliance with applicable environmental laws and regulations, as these laws and regulations may continue to evolve, there is no assurance that we will continue to be in compliance with all the applicable laws and regulations, and we may incur additional costs in complying with such laws and regulations. Any violation of the relevant environmental laws and regulations may lead to substantial fines, clean-up costs and environmental liabilities or even suspension of operations that could materially and adversely affect our business, operations, financial performance, financial condition, results of operations.
We intend to expand our capacity by capital investment in new machinery and system, which may result in an increase in depreciation expenses, plant and machinery operating costs, repair and maintenance costs and cash flow used in investing activities.
In order to secure more customers in Malaysia and overseas and expand the scale of our operations and customer base, our Directors intend to apply an aggregate of approximately MYR10 million (equivalent to approximately US$2.3 million) in capital investment in facilities, plants, machineries and/or equipment to enhance production efficiency and capacities.
As a result, our cash flow used in investing activities is expected to increase, and assuming all other things remain unchanged and such investment have been fully deployed, our depreciation expenses, plant and machinery operating costs and repair and maintenance costs will increase and this may in turn have a material adverse effect on our business, operations, financial performance, financial condition, results of operations.
We may need further financing for our existing business and future growth.
We may require additional funding for our existing business and growth plans. We have estimated our funding requirements in order to implement our growth plans.
In the event that the costs of implementing our growth plans exceed our funding estimates significantly or that we come across opportunities to grow through expansion plans which cannot be predicted at this juncture, and our funds generated from our operations prove insufficient for such purposes, we may need to raise additional funds to meet these funding requirements. We will consider obtaining such funding from new issuance of equity, debt instruments and/or external bank borrowings, as appropriate. In addition, we may need to obtain additional equity or debt financing for other business opportunities that our Group deems favorable to our future growth and prospects. Funding through the new issuance of equity may lead to a dilution in the interests of the Shareholders. An increase in debt financing may be accompanied by conditions that restrict our ability to pay dividends or require us to seek lenders’ consent for payment of dividends, or restrict our freedom to operate our business by requiring lenders’ consent for certain corporate actions. In addition, there is no assurance that we will be able to obtain additional financing on terms that are favorable and acceptable. If we are not able to secure adequate financing, our business and growth may be negatively affected.
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Risks Related to Our Operation in Malaysia
The development of the industry we operate in is highly dependent on the Malaysian government’s environmental protection policies, which may change from time to time.
As a business operating in Malaysia, we are subject to the laws and regulations of Malaysia, which can be complex and evolve rapidly. The Malaysian government has the power to exercise significant oversight and discretion over the conduct of our business, and the environmental regulations to which we are subject may change rapidly and with little notice to us or our shareholders. As a result, the application, interpretation, and enforcement of new and existing laws and regulations in Malaysia are often uncertain. In addition, these laws and regulations may be interpreted and applied inconsistently by different agencies or authorities, and inconsistently with our current policies and practices. New laws, regulations, and other government directives in Malaysia may also be costly to comply with, and such compliance or any associated inquiries or investigations or any other government actions may:
| ● | Delay or impede our development, | |
| ● | Result in negative publicity or increase our operating costs, | |
| ● | Require significant management time and attention, and | |
| ● | Subject us to remedies, administrative penalties and even criminal liabilities that may harm our business, including fines assessed for our current or historical operations, or demands or orders that we modify or even cease our business practices. |
The promulgation of new laws or regulations, or the new interpretation of existing laws and regulations, in each case that restrict or otherwise unfavorably impact the ability or manner in which we conduct our business and could require us to change certain aspects of our business to ensure compliance, which could decrease demand for our services, reduce revenues, increase costs, require us to obtain more licenses, permits, approvals or certificates, or subject us to additional liabilities. To the extent any new or more stringent measures are required to be implemented, our business, financial condition and results of operations could be adversely affected as well as materially decrease the value of our common stock.
Changes in Malaysian economic, political and social conditions, as well as government policies, may affect our businesses and the industry we operate in.
Our major assets and business operations are located in Malaysia. Therefore, our business, operations, financial performance, financial condition and results of operations are significantly exposed to the economic, political and social conditions in Malaysia as well as government policies, which in turn may impact our customers in Malaysia who buy our recycle products from us. There is no assurance that the demand for our products in Malaysia will not decrease in the future. For instance, an economic downturn in Malaysia may lead to a decrease in the demand for our products in the market, thereby materially and adversely affecting our business, financial conditions and results of operations.
Further, any changes in the policies implemented by the government of Malaysia which may result in currency and interest rate fluctuations, inflation, capital restrictions, price and wage controls, expropriation and changes in taxes and duties detrimental to our business may materially affect our operations, financial performance and future growth. Unfavorable changes in the social, economic and political conditions of Malaysia or in the Malaysian government policies in the future may have a negative impact on our operations and business in Malaysia, which will in turn adversely affect the overall financial performance of our Company. In addition, Malaysia foreign exchange control may limit our ability to utilize our cash effectively and affect our ability to receive dividends and other payments from our Malaysian subsidiaries.
We are subject to currency conversion and exchange rate risk.
Since a substantial amount of our income and profit is denominated in MYR, any fluctuations in the value of MYR may adversely affect the amount of dividends, if any, payable to the Shares in S$ to our Shareholders. There is no assurance that the Malaysian government will not impose more restrictive or additional foreign exchange controls. Any imposition, variation or removal of exchange controls may lead to less independence in the Malaysian government’s conduct of its domestic monetary policy and increased exposure of the Malaysia economy to the potential risks and vulnerability of external developments in the international markets.
Furthermore, fluctuations in the value of MYR against other currencies will create foreign currency translation gains or losses and may have an adverse effect on our business, operations, financial performance, financial condition and results of operations. Any imposition, variation or removal of foreign exchange controls may adversely affect the value, translated or converted into S$, of our net assets, earnings or any declared dividends. Consequently, this may adversely affect our ability to pay dividends or satisfy other foreign exchange requirements.
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We are subject to the foreign exchange legislation and regulations in Malaysia.
Local and foreign investors are subject to Foreign Exchange Administration Rules in Malaysia. The legislations in Malaysia governing exchange control are the Financial Services Act 2013 (“FSA”) and Islamic Financial Services Act 2013 (“IFSA”). In exercise of the power conferred by the FSA and IFSA, Bank Negara Malaysia, which is the central bank of Malaysia (“Bank Negara”), has issued Foreign Exchange Administration Notices (“FEA Notices”) which embody its general permissions and directions. The FEA Notices read together with Schedule 14 of the FSA and IFSA set out the circumstances in which the specific approval of the Bank Negara must be obtained by residents and non-residents to remit funds to and from Malaysia. The FEA Notices are reviewed regularly by Bank Negara in line with the changing environment. As at the Latest Practicable Date, foreign investors are free to repatriate capital, divestment proceeds, profits, dividends, rental, fees and interests arising from investments in Malaysia provided that the repatriation is made in foreign currency. Any future restriction by the FEA Notices on repatriation of funds may limit our ability on dividends distribution to the Shareholders from business operations in Malaysia.
However, there is no assurance that the relevant rules and regulations on foreign exchange control in Malaysia will not change. In the event that there is any adverse change in the foreign exchange rules and regulations relating to the borrowing or repatriation of foreign currency, our business and results of operation may be materially and adversely affected.
Risks Related to the Market for our Stock
Our common stock trades on the OTC Markets, which may limit liquidity and adversely affect the value of our shares.
Our Common Stock trades over the counter, which may deprive stockholders of the full value of their shares. Our stock is quoted via the Over-The-Counter (“OTC”) Pink Sheets under the ticker symbol “SGLA”. Therefore, our Common Stock is expected to have fewer market makers, lower trading volumes, and larger spreads between bid and asked prices than securities listed on an exchange such as the New York Stock Exchange or the NASDAQ Stock Market. These factors may result in higher price volatility and less market liquidity for our Common Stock.
Our common stock may be subject to “penny stock” regulations, which could discourage broker-dealers from effecting transactions and adversely affect the liquidity of our shares.
A low market price would severely limit the potential market for our Common Stock. Our Common Stock is expected to trade at a price substantially below $5.00 per share, subjecting trading in the stock to certain Commission rules requiring additional disclosures by broker-dealers. These rules generally apply to any non-NASDAQ equity security that has a market price share of less than $5.00 per share, subject to certain exceptions (a “penny stock”). Such rules require the delivery, prior to any penny stock transaction, of a disclosure schedule explaining the penny stock market and the risks associated therewith and impose various sales practice requirements on broker-dealers who sell penny stocks to persons other than established customers and institutional or wealthy investors. For these types of transactions, the broker-dealer must make a special suitability determination for the purchaser and have received the purchaser’s written consent to the transaction prior to the sale. The broker-dealer also must disclose the commissions payable to the broker-dealer, current bid and offer quotations for the penny stock and, if the broker-dealer is the sole market maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market. Such information must be provided to the customer orally or in writing before or with the written confirmation of trade sent to the customer. Monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. The additional burdens imposed upon broker-dealers by such requirements could discourage broker-dealers from effecting transactions in our Common Stock.
A limited trading market and state Blue Sky laws may restrict investors’ ability to resell our shares.
Investors may have difficulty in reselling their shares due to the lack of market or state Blue Sky laws. The holders of our shares of Common Stock and persons who desire to purchase them in any trading market that might develop in the future should be aware that there may be significant state law restrictions upon the ability of investors to resell our shares. Accordingly, even if we are successful in having the shares available for trading on the OTC, investors should consider any secondary market for our securities to be a limited one. We intend to seek coverage and publication of information regarding our Company in an accepted publication which permits a “manual exemption.” This manual exemption permits a security to be distributed in a particular state without being registered if the company issuing the security has a listing for that security in a securities manual recognized by the state. However, it is not enough for the security to be listed in a recognized manual. The listing entry must contain (1) the names of issuers, officers, and directors, (2) an issuer’s balance sheet, and (3) a profit and loss statement for either the fiscal year preceding the balance sheet or for the most recent fiscal year of operations. We may not be able to secure a listing containing all of this information. Furthermore, the manual exemption is a non-issuer exemption restricted to secondary trading transactions, making it unavailable for issuers selling newly issued securities. Most of the accepted manuals are those published in Standard and Poor’s, Moody’s Investor Service, Fitch’s Investment Service, and Best’s Insurance Reports, and many states expressly recognize these manuals. A smaller number of states declare that they “recognize securities manuals” but do not specify the recognized manuals. The following states do not have any provisions and therefore do not expressly recognize the manual exemption: Alabama, Georgia, Illinois, Kentucky, Louisiana, Montana, South Dakota, Tennessee, Vermont, and Wisconsin.
Accordingly, our shares of Common Stock should be considered totally illiquid, which inhibits investors’ ability to resell their shares.
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Our common stock is subject to penny stock regulations that may limit trading activity and adversely affect our stock price.
Our shares of common stock are subject to the “penny stock” rules of the Securities Exchange Act of 1934 and various rules under this Act. In general terms, “penny stock” is defined as any equity security that has a market price less than $5.00 per share, subject to certain exceptions. The rules provide that any equity security is considered to be a penny stock unless that security is registered and traded on a national securities exchange meeting specified criteria set by the SEC, issued by a registered investment company, and excluded from the definition on the basis of price (at least $5.00 per share), or based on the issuer’s net tangible assets or revenues. In the last case, the issuer’s net tangible assets must exceed $3,000,000 if in continuous operation for at least three years or $5,000,000 if in operation for less than three years, or the issuer’s average revenues for each of the past three years must exceed $6,000,000.
Sales of our common stock under Rule 144 could reduce the price of our stock.
Sales of our Common Stock under Rule 144 could reduce the price of our stock. There are 145,274,283 issued and outstanding shares of our Common Stock held by affiliates that Rule 144 of the Securities Act defines as restricted securities.
These shares will be subject to the resale restrictions of Rule 144, since we have ceased being deemed a “shell company”. In general, persons holding restricted securities, including affiliates, must hold their shares for a period of at least nine months, may not sell more than 1.0% of the total issued and outstanding shares in any 90-day period, and must resell the shares in an unsolicited brokerage transaction at the market price. The availability for sale of substantial amounts of Common Stock under Rule 144 could reduce prevailing market prices for our securities.
We do not have an audit or compensation committee, which may result in conflicts of interest in board decisions.
Because we do not have an audit or compensation committee, stockholders will have to rely on our entire Board of Directors, none of which are independent, to perform these functions. We do not have an audit or compensation committee comprised of independent directors. Indeed, we do not have any audit or compensation committee. These functions are performed by our Board of Directors as a whole. No members of our Board of Directors are independent directors. Thus, there is a potential conflict in that Board members who are also part of management will participate in discussions concerning management compensation and audit issues that may affect management decisions.
We are subject to securities laws compliance requirements, which expose us to potential liabilities, including rescission rights.
We are subject to compliance with securities laws, which exposes us to potential liabilities, including potential rescission rights. We may offer to sell our shares of our Common Stock to investors pursuant to certain exemptions from the registration requirements of the Securities Act, as well as those of various state securities laws. The basis for relying on such exemptions is factual; that is, the applicability of such exemptions depends upon our conduct and that of those persons contacting prospective investors and making the offering. We may not seek any legal opinion to the effect that any such offering would be exempt from registration under any federal or state law. Instead, we may elect to relay upon the operative facts as the basis for such exemption, including information provided by investor themselves.
If any such offering did not qualify for such exemption, an investor would have the right to rescind its purchase of the securities if it so desired. It is possible that if an investor should seek rescission, such investor would succeed. A similar situation prevails under state law in those states where the securities may be offered without registration in reliance on the partial pre-emption from the registration or qualification provisions of such state statutes under the National Securities Markets Improvement Act of 1996. If investors were successful in seeking rescission, we would face severe financial demands that could adversely affect our business and operations. Additionally, if we did not in fact qualify for the exemptions upon which we have relied, we may become subject to significant fines and penalties imposed by the Commission and state securities agencies.
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ITEM 1B. UNRESOLVED STAFF COMMENTS
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
ITEM 1C. CYBERSECURITY
ITEM 2. PROPERTIES
Our mailing address and global operations are situated at No. 3 & 5, Jalan Hi Tech 7/7, Kawasan Perindustrian Hi Tech 7, 43500 Semenyih, Selangor, Malaysia.
ITEM 3. LEGAL PROCEEDINGS
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
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PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Our common stock is currently quoted on the OTC market “Pink Sheets” under the symbol SGLA. The market price quoted as at September 25, 2026 is US$0.3815 per share and the liquidity for the shares are limited.
On February 11, 2026, we issued 193,500 shares of common stock to certain individual investors at $1.00 per share in a private placement, for aggregate gross proceeds of $193,500. The shares were issued without registration under the Securities Act in reliance on Section 4(a)(2), Regulation D and/or Regulation S. Each purchaser represented that the purchaser was an accredited investor and/or not a U.S. person, as applicable. No underwriters were involved. The Company intends to use the proceeds for working capital.
On February 11, 2026, we issued 68,000 shares of restricted common stock to individual investors at $1.20 per share in a private placement, for aggregate gross proceeds of $81,600. The shares were issued without registration under the Securities Act in reliance on Section 4(a)(2), Regulation D and/or Regulation S. Each purchaser represented that the purchaser was an accredited investor and/or not a U.S. person, as applicable. No underwriters were involved. The Company intends to use the proceeds for working capital.
On February 11, 2026, we issued 22,000 shares of common stock to certain individual investors at $1.80 per share in a private placement, for aggregate gross proceeds of $39,600. The shares were issued without registration under the Securities Act in reliance on Section 4(a)(2), Regulation D and/or Regulation S. Each purchaser represented that the purchaser was an accredited investor and/or not a U.S. person, as applicable. No underwriters were involved. The Company intends to use the proceeds for working capital.
On May 22, 2026, we entered into a subscription agreement with a third-party investor pursuant to which the investor agreed to purchase 2,000,000 shares of common stock at $0.50 per share, for aggregate gross proceeds of $1,000,000. As of June 30, 2026, we had received $200,000 under the agreement and no shares had been issued. The shares, when issued, will be issued without registration under the Securities Act in reliance on Section 4(a)(2), Regulation D and/or Regulation S. No underwriters were involved. The Company intends to use the proceeds for working capital.
As mentioned in Item 1.01 filed on August 13, 2026 along with the amendment, we entered into stock purchase agreements to acquire 60% of the issued and outstanding capital stock of Xing Da Plastics Sdn. Bhd. and 100% of the issued and outstanding capital stock of Invent Fortune Sdn. Bhd. Upon closing and subject to the applicable conditions and milestones, we agreed to issue an aggregate of 4,800,000 shares of common stock to the Xing Da sellers and approximately 36,527,833 shares of common stock to the Invent Fortune sellers in three tranches. As of the end of the reporting period, the acquisitions had not closed, and no shares had been issued under either agreement.
Holders
As of June 30, 2026, we had approximately 80 shareholders of our common shares, including the shares held in street name by brokerage firm. The holders of common share are entitle to one vote for each share held for record on all matters submitted to a vote of shareholders. Holders of the common share have no pre-emptive rights and no right to convert their common share into any other securities. There are no redemption or sinking fund provisions applicable to the common share.
Dividends
We have not declared any cash dividends with respect to our common stock and do not intend to declare dividends in the foreseeable future. There are no material restrictions limiting, or that are likely to limit, our ability to pay dividends on our common stock.
Securities Authorized for Issuance under Equity Compensation Plans
As of June 30, 2026, the Company has no securities authorized either previously approved or disapproved for issuance under equity compensation plan.
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Transfer Agent
The transfer agent for our capital stock is Trust Services Account Associate, with an address at 11110 Centre Pointe Curve, Suite 101 Mendota Heights, MN 55120 and telephone number is +1 651-306-2904.
Penny Stock Regulations
The Securities and Exchange Commission has adopted regulations which generally define “penny stock” to be an equity security that has a market price of less than $5.00 per share. Our Common Stock, when and if a trading market develops, may fall within the definition of penny stock and be subject to rules that impose additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and accredited investors (generally those with assets more than $1,000,000, or annual incomes exceeding $200,000 individually, or $300,000, together with their spouse).
For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchase of such securities and have received the purchaser’s prior written consent to the transaction. Additionally, for any transaction, other than exempt transactions, involving a penny stock, the rules require the delivery, prior to the transaction, of a risk disclosure document mandated by the Securities and Exchange Commission relating to the penny stock market. The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and, if the broker-dealer is the sole market-maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market. Finally, monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. Consequently, the “penny stock” rules may restrict the ability of broker-dealers to sell our Common Stock and may affect the ability of investors to sell their Common Stock in the secondary market.
In addition to the “penny stock” rules promulgated by the Securities and Exchange Commission, the Financial Industry Regulatory Authority (“FINRA”) has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our Common Stock, which may limit the investors’ ability to buy and sell our stock.
Dividend Policy
Any future determination as to the declaration and payment of dividends on shares of our Common Stock will be made at the discretion of our board of directors out of funds legally available for such purpose. We are under no obligations or restrictions to declare or pay dividends on our shares of Common Stock. In addition, we currently have no plans to pay such dividends. Our board of directors currently intends to retain all earnings for use in the business for the foreseeable future.
Equity Compensation Plan Information
None.
Recent Sales of Unregistered Securities
None.
Purchase of Equity Securities by the Issuer and Affiliated Purchasers
None.
Change in Shell Company Status
None.
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ITEM 6. SELECTED FINANCIAL DATA
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
ITEM 7. Management’s discussion and analysis of financial condition and results of operations
The following discussion and analysis should be read in conjunction with our financial statements and related notes thereto.
Forward Looking Statements
The following information specifies certain forward-looking statements of the management of our Company. Forward-looking statements are statements that estimate the happening of future events and are not based on historical fact. Forward-looking statements may be identified by the use of forward-looking terminology, such as may, shall, could, expect, estimate, anticipate, predict, probable, possible, should, continue, or similar terms, variations of those terms or the negative of those terms. The forward-looking statements specified in the following information statement have been compiled by our management on the basis of assumptions made by management and considered by management to be reasonable. Our future operating results, however, are impossible to predict and no representation, guaranty, or warranty is to be inferred from those forward-looking statements.
The assumptions used for purposes of the forward-looking statements specified in the following information represent estimates of future events and are subject to uncertainty as to possible changes in economic, legislative, industry, and other circumstances. As a result, the identification and interpretation of data and other information and their use in developing and selecting assumptions from and among reasonable alternatives require the exercise of judgment. To the extent that the assumed events do not occur, the outcome may vary substantially from anticipated or projected results, and, accordingly, no opinion is expressed on the achievability of those forward-looking statements. We cannot guaranty that any of the assumptions relating to the forward-looking statements specified in the following information are accurate, and we assume no obligation to update any such forward-looking statements. Such forward-looking statements include statements regarding our anticipated financial and operating results, our liquidity, goals, and plans.
All forward-looking statements in this Form 10-K are based on information available to us as of the date of this report, and we assume no obligation to update any forward-looking statements.
Overview
The Company was incorporated under the laws of the State of Nevada on March 6, 2008, under the name of Henry County Plywood Corporation, as successor by merger to a Virginia corporation incorporated in May 1948 under the same name. On March 17, 2009, the Company changed its name from “Henry County Plywood Corporation” to “Sino Green Land Corporation”. During 2009 to 2011, the Company was principally engaged in the wholesale distribution of premium fruits in China. In 2011, the Company was delinquent in statutory filings, and the last annual report, Form 10-K for the year ended June 30, 2010, was filed to the SEC on March 31, 2011, and the last Form 10-Q for the period ended September 30, 2011, was filed to the SEC on November 14, 2011.
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On December 30, 2019, the Eighth District Court of Clark County, Nevada granted the Application for Appointment of Custodian, to Custodian Ventures LLC. Mr. David Lazar (“Mr. Lazar”), on behalf of the Custodian Ventures LLC, was awarded with custodianship and appointed as sole officer and director of the due to the Company’s ineffective board of directors, revocation of corporate charter, and abandonment of business. On January 7, 2020, Mr. Lazar announced the Court Order and the Change in Principle Officer through Form 8-K filing. The filing also mentioned the change of Company’s name from “Sino Green Land Corporation” to “Go Silver Toprich, Inc.”. On June 10, 2020, a settlement agreement was entered between the Company, Custodian Ventures, LLC, and Mr. Lazar. Pursuant to the agreement, Custodian Ventures LLC shall dismiss its custodianship, and the Company shall resume its business operations, and each party shall provide each other mutual release. In consideration of the release, the Company was required to pay Custodian Ventures LLC $15,000 towards its costs and expenses as the settlement to dismiss its custodianship with the Court. On July 2, 2020, the custodianship was discharged by the Court and Mr. Lazar resigned as sole officer and director of the Company. The former officer, Mr. Luo Xiong (“Mr. Luo”) was re-appointed as Chief Executive Officer and director of the Company.
Since July 2, 2020, along with the resumption of the Company’s business operations, Ms. Wo Kuk Ching (“Ms. Wo”), spouse of Mr. Luo has served as President and director of the Company, Ms. Wong Ching Wing (“Elise”), daughter of Ms. Wo has served as Chief Financial Officer, Treasurer and director of the Company, and Ms. Wong Erin (“Erin”), another daughter of Ms. Wo has served as Secretary of the Company, respectively. On August 31, 2020, the Company changed its name from “Go Silver Toprich, Inc.” back to “Sino Green Land Corporation”.
On December 2, 2021, Mr. Luo submitted his resignation as Chief Executive Officer and director of the Company to the board of directors effective June 30, 2021.
Effective from June 30, 2021, Ms. Wo serves as Chief Executive Officer.
Ms. Wo currently holds the positions of Chief Executive Officer, President, and director of the Company, respectively.
Business Overview
Sino Green Land Corp. (“SGLA”, “we” or the “Company”) is a US holding company incorporated in Nevada. We conduct our business through our Malaysia subsidiary “Tian Li Eco Holdings Sdn. Bhd” (“Tian Li”), which is an environmental protection technology, recycling and renewal of plastic waste bottles and packaging materials being recycled and sale of recovered and recycled products, a company incorporated and based in Malaysia. With the mission to rooted in advocating for waste recycling, aiming for a sustainable environmental future. With its strategic initiatives, the company’s objective is to become a prominent environmental recycling entity in Asia over the coming five years.
Results of Operations
| For the Years Ended June 30, | ||||||||||||||||||||||||
| 2026 | 2025 | Change | ||||||||||||||||||||||
| Net revenues | $ | 1,422,451 | 100.0 | % | $ | 1,338,300 | 100.0 | % | $ | 84,151 | 6.3 | % | ||||||||||||
| Cost of revenues | (2,073,261 | ) | (145.8 | )% | (2,593,124 | ) | (193.8 | )% | 519,863 | (20.1 | )% | |||||||||||||
| Gross loss | (650,810 | ) | (45.8 | )% | (1,254,824 | ) | (93.8 | )% | 604,014 | (48.1 | )% | |||||||||||||
| Operating expense | (569,782 | ) | (40.1 | )% | (436,949 | ) | (32.6 | )% | (132,833 | ) | 30.4 | % | ||||||||||||
| Gain on disposal of property, plant and equipment | - | - | % | 4,211 | 0.3 | % | (4,211 | ) | (100.0 | )% | ||||||||||||||
| Other income | 4,438 | 0.3 | % | 1,309 | 0.1 | % | 3,129 | 239.0 | % | |||||||||||||||
| Interest income | 31 | * | % | 427 | * | % | (396 | ) | (92.7 | )% | ||||||||||||||
| Interest expenses | (176,908 | ) | (12.4 | )% | (123,168 | ) | (9.2 | )% | (53,740 | ) | 43.6 | % | ||||||||||||
| Loss before income tax expenses | (1,393,031 | ) | (97.9 | )% | (1,808,994 | ) | (135.2 | )% | 415,963 | (23.0 | )% | |||||||||||||
| Income taxes | - | - | % | - | - | % | - | - | % | |||||||||||||||
| Net loss | $ | (1,393,031 | ) | (97.9 | )% | $ | (1,808,994 | ) | (135.2 | )% | $ | 415,963 | (23.0 | )% | ||||||||||
*:less than 0.1%
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Net Revenues
Net revenues totaled $1,422,451 for the year ended June 30, 2026, an increase of $84,151, or 6.3%, as compared to net revenues of $1,338,300 for the year ended June 30, 2025. The change was primarily attributable to foreign exchange translation effects, as the Company’s functional currency, the Malaysian Ringgit, strengthened against the U.S. dollar during the period. Excluding the impact of currency translation, the underlying business remained stable, with both the number of customers and the average value per order broadly consistent with the prior year.
Cost of Revenues
Cost of revenues totaled $2,073,261 for the year ended June 30, 2026, a decrease of $519,863, or 20.1%, as compared to $2,593,124 for the year ended June 30, 2025. The decrease was primarily attributable to lower average raw material input costs.
Gross Loss
Gross loss was $650,810 and $1,254,824 for the years ended June 30, 2026 and 2025, respectively. Gross loss decreased by $604,014, or 48.1%, for the year ended June 30, 2026, primarily driven by the lower cost of revenues discussed above.
Operating Expenses
General and Administrative Expenses
General and administrative expenses totaled $569,782 for the year ended June 30, 2026, an increase of $132,833, or 30.4%, as compared to $436,949 for the year ended June 30, 2025. The increase was primarily attributable to higher professional fees, audit and accounting costs, and administrative expenses associated with the Company’s ongoing merger integration, regulatory compliance, and operational activities during the year ended June 30, 2026.
Net Loss
Net loss totaled $1,393,031 for the year ended June 30, 2026, a decrease of $415,963, or 23.0%, as compared to the net loss of $1,808,994 for the year ended June 30, 2025. The improvement was primarily driven by lower cost of revenues, partially offset by higher general and administrative expenses, an increase in interest expenses.
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Liquidity and Capital Resources
Going Concern Considerations
We have prepared the accompanying consolidated financial statements assuming that we will continue as a going concern. As reported in the accompanying consolidated financial statements, we incurred a net loss of $1,393,031 during the year ended June 30, 2026, and as of that date, we had an accumulated deficit of $6,093,584 and a total stockholders’ deficit of $2,535,519, with cash used in operating activities of $99,654. These conditions, taken together with our working capital deficit of $4,482,441, raise substantial doubt about our ability to continue as a going concern within one year after the date that the consolidated financial statements are issued.
To sustain our ability to support our operating activities, we considered supplementing our sources of funding through the following:
(i) On May 22, 2026, we entered into a subscription agreement (the “Subscription Agreement”) with a third-party investor, pursuant to which an aggregate of 2,000,000 shares of our common stock, par value $0.001 per share, were agreed to be sold at a purchase price of $0.50 per share, for an aggregate purchase price of $1,000,000. As of June 30, 2026, the Company had received $200,000, and it will receive the remaining $800,000 within one year thereafter.
(ii) On August 7, 2026, we entered into stock purchase agreements (the “SPAs”) to acquire all of the equity interests of Invent Fortune Sdn. Bhd. for 36,527,833 shares of our common stock, and 60% of the equity interests of Xing Da Plastics Sdn. Bhd. for 4,800,000 shares, payable in three tranches (20% at closing, and 40% and 40% three and six months thereafter), with 10% of each tranche withheld by the Company as Escrow Shares. The acquisitions are intended to establish an integrated waste management business chain covering the collection of plastic waste at source through to the production of finished recycled products, and the acquired businesses are expected to contribute positive cash contributions and to reduce the Company’s dependency on external funding.
(iii) In addition, we have taken immediate and significant mitigating actions to reduce costs and optimize our cash flow and liquidity.
Management has evaluated the matters described above and the related mitigating plans; however, management has concluded that these conditions raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
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Working Capital
| As of June 30, | ||||||||||||
| 2026 | 2025 | Change | ||||||||||
| Total current assets | $ | 493,806 | $ | 279,622 | $ | 214,184 | ||||||
| Total current liabilities | 4,976,247 | 4,722,571 | 253,676 | |||||||||
| Working capital deficit | $ | (4,482,441 | ) | $ | (4,442,949 | ) | $ | (39,492 | ) | |||
As of June 30, 2026, we had total current assets of $493,806, consisting of cash at banks and on hand of $204,020, accounts receivable of $82,850, inventories of $117,352, and prepaid expenses and other current assets of $89,584, compared to total current assets of $279,622 as of June 30, 2025. The increase was primarily driven by higher cash balances and accounts receivable, partially offset by lower inventory balances. As of June 30, 2026, we had total current liabilities of $4,976,247, consisting of: (i) accounts payable of $1,224,542; (ii) amount due to related parties of $2,273,528; (iii) loan from third party of $833,619; (iv) accrued liabilities and other payables of $258,538; (v) contract liabilities of $161,158; (vi) short-term borrowings of $127,000 and others. Total current liabilities as of June 30, 2025 were $4,722,571.
Cash Flows
| For the Years Ended June 30, | ||||||||||||
| 2026 | 2025 | Change | ||||||||||
| Cash flows used in operating activities | $ | (99,654 | ) | $ | (845,971 | ) | $ | 746,317 | ||||
| Cash flows used in investing activities | (230,475 | ) | (38,180 | ) | (192,295 | ) | ||||||
| Cash flows provided by financing activities | 550,739 | 1,024,220 | (473,481 | ) | ||||||||
| Effect of exchange rate changes on cash and cash equivalents | (41,862 | ) | (143,655 | ) | 101,793 | |||||||
| Net changes in cash and cash equivalents | $ | 178,748 | $ | (3,586 | ) | $ | 182,334 | |||||
Cash Flow from Operating Activities
For the year ended June 30, 2026, net cash used in operating activities was $99,654. This outflow was primarily attributable to a net loss of $1,393,031; partly offset by: (i) depreciation and amortization of $478,661; (ii) an increase in accounts payable of $386,831, resulting from support provided by our related party; (iii) interest expense of $176,908, which is classified as a financing activity; and (iv)an increase in accrued liabilities and other payables of $139,222.
For the year ended June 30, 2025, net cash used in operating activities was $845,971. This outflow was primarily attributable to a net loss of $1,808,994; partly offset by: (i) depreciation and amortization expenses of $430,371, (ii) decreases in inventories of $369,372, and (iii) a provision for inventories of $119,886.
Net cash used in operating activities decreased by $746,317 from $845,971 in the year ended June 30, 2025 to $99,654 in the year ended June 30, 2026, which was mainly due to: (i) net loss decreased by $415,963, from $1,808,994 in the year ended June 30, 2025 to $1,393,031 in the year ended June 30, 2026; and (ii) increases in accounts payable of $386,831 and accrued liabilities and other payables of $139,222 provided further positive working-capital contributions.
Cash Flow from Investing Activities
Net cash used in investing activities for the fiscal year ended June 30, 2026 was $230,475, which was solely attributable to the acquisition of property, plant and equipment of $230,475. Net cash used in investing activities for the fiscal year ended June 30, 2025 was $38,180, primarily attributable to the acquisition of property, plant and equipment of $46,158, less proceeds from disposal of property, plant and equipment of $7,978. The year-over-year increase of $192,295 reflects the Company’s continued investment in production capacity during the year ended June 30, 2026.
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Cash Flow from Financing Activities
For the year ended June 30, 2026, net cash provided by financing activities was $550,739, which was primarily attributable to: (i) proceeds from issuance of common stock of $514,700; (ii) proceeds from related parties of $352,829; partially offset by (iii) repayment of short-term borrowings of $170,880; (iv) repayments of bank loan, interest and principal of $119,808; and (v) payment on finance lease liabilities of $26,102.
For the year ended June 30, 2025, net cash provided by financing activities was $1,024,220, which was primarily attributable to: (i) proceeds from related parties of $1,169,854; (ii) proceeds from short-term borrowings of $41,723; partially offset by (iii) repayments of bank loan, interest and principal of $162,910; (iv)payment on finance lease liabilities of $21,068; and (v) payment of interest of $3,379.
Capital Requirements
As of June 30, 2026, the Company financed its capital requirements through (a) a loan from a third party of $833,619, (b) short-term borrowings of $127,000, and (c) a credit facility from OCBC Bank in Malaysia for further expansion. Details are as follows:
As of June 30, 2026 | As of June 30, 2025 | |||||||
| Loan from XU LIMING | $ | 127,000 | $ | 122,881 | ||||
| Loan from ZHANG YAFEI | - | 170,880 | ||||||
| Loan from a third party | 833,619 | 750,000 | ||||||
| Loan from OCBC Bank in Malaysia | $ | 2,189,901 | $ | 2,162,237 | ||||
| Total | 3,150,520 | 3,205,998 | ||||||
| Loan from OCBC Bank in Malaysia | $ | 2,189,901 | $ | 2,162,237 | ||||
| Less: current portion | (86,453 | ) | (79,860 | ) | ||||
| Total non-current borrowings | $ | 2,103,448 | $ | 2,082,377 | ||||
Other Material Cash Requirements
In addition to the financing arrangements discussed above, we are a party to numerous contracts and arrangements obligating us to make cash payments in future years. We expect current liabilities to be paid within the next twelve months. In addition to the items already discussed, the following represents material expected cash requirements recorded on Consolidated Balance Sheets at June 30, 2026.
The undiscounted future minimum payments under our finance lease liabilities and reconciliation to the finance lease liabilities recognized on the consolidated balance sheet as of June 30, 2026 are as follows:
| Finance lease | ||||
| Year ending | ||||
| 2027 | $ | 12,675 | ||
| 2028 | 11,507 | |||
| 2029 | 1,920 | |||
| Total lease payment | 26,102 | |||
| Less: Imputed interest | (1,268 | ) | ||
| Total lease liabilities | $ | 24,834 | ||
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Known Trends, Commitments and Uncertainties Likely to Result in Material Changes in Liquidity
Except for the issues mentioned above, the Company has no other uncertainties that are likely to result in material changes in liquidity based on management’s understanding and knowledge.
Critical Accounting Policies and Estimates
We prepare our consolidated financial statements in accordance with GAAP, which requires our management to make estimates that affect the reported amounts of assets and liabilities at the dates of the balance sheets, as well as the reported amounts of revenues and expenses during the reporting periods. To the extent that there are material differences between these estimates and actual results, our financial condition or results of operations would be affected. We base our estimates on our own historical experience and other assumptions that we believe are reasonable after taking account of our circumstances and expectations for the future based on available information. We evaluate these estimates on an ongoing basis.
We consider an accounting estimate to be critical if: (i) the accounting estimate requires us to make assumptions about matters that were highly uncertain at the time the accounting estimate was made, and (ii) changes in the estimate that are reasonably likely to occur from period to period or use of different estimates that we reasonably could have used in the current period, would have a material impact on our financial condition or results of operations. There are other items within our consolidated financial statements that require estimation but are not deemed critical, as defined above. Changes in estimates used in these and other items could have a material impact on our consolidated financial statements.
Basis of Presentation
The consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and are expressed in US dollars.
Use of Estimates
The preparation of our consolidated financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities on the date of the consolidated financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. On an ongoing basis, we review these estimates and assumptions using the currently available information. Changes in facts and circumstances may cause us to revise our estimates. In accordance with ASC 250, Accounting Changes and Error Corrections, changes in accounting estimates are recognized prospectively in the period in which the change occurs and in future periods. We base our estimates on past experiences and on various other assumptions that we believe are reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. We use estimates when accounting for items and matters including, but not limited to, allowances for expected credit losses, estimates for inventory provisions, useful lives and impairment of long-lived assets, and valuation allowance for deferred tax assets.
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Revenue Recognition
We recognize 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 our 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.
We generate revenue primarily from the sales of plastic recycled products. We enter into sales contracts with customers as a principal. The contracts contain only one performance obligation for domestic customers, transferring the plastic recycled products to the customers in exchange for consideration.
We recognize revenue at a point in time when control of the goods is transferred to the customer, which occurs upon delivery. We consider a signed delivery receipt as objective evidence of transfer of control.
The terms of pricing and payment stipulated in the contract are fixed. 30% deposit payable upon signing of Sales Contract, 70% payable upon delivery of the plastic recycled products to the designated location. We recognize revenue at a point in time when control of the products has been transferred to customers. We consider the transfer of control complete when products have been accepted and received by customers. In the normal course of business, our products are sold with no right of return unless the item is defective.
Each contract contains a single performance obligation for the transfer of goods, as the promise is to transfer a series of distinct items that are substantially the same and have the same pattern of transfer. We satisfy this performance obligation and recognize revenue at a point in time when control of the goods is transferred to the customer, which occurs upon delivery. A signed delivery receipt serves as evidence of transfer.
Significant payment terms are as agreed in the contracts, with payment typically due within a short-term credit period. The contracts do not contain a significant financing component, and variable consideration is not significant. We act as the principal in all arrangements. We do not offer obligations for returns, refunds, or warranties beyond standard assurance.
The transaction price is the fixed amount of consideration stated in the sales contract. As the contracts contain a single performance obligation, no allocation is necessary. We recognize costs incurred for packaging and shipping as expenses when incurred.
For the years ended June 30, 2026 and 2025, revenue recognized by us at a point in time was $1,422,451 and $1,338,300, respectively, and revenue from sales of plastic recycle products was $1,422,451 and $1,338,300, respectively.
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Contract Liabilities
We receive advance payments from our customers for products to be provided in the future. These payments are recorded as contract liabilities on our consolidated balance sheets.
We recognize contract liabilities when consideration is received from a customer before we satisfy our related performance obligations. For these product contracts, we recognize revenue, and reduce the contract liabilities, at a point in time as control of the goods is transferred to the customer. Revenue recognized by us during the years ended June 30, 2026 and 2025 that was included in the contract liability balance at the beginning of the year was $22,486 and $68,048, respectively.
Income taxes
We account for income taxes using the asset and liability method, whereby we recognize deferred tax assets for deductible temporary differences and deferred tax liabilities for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. We reduce deferred tax assets by a valuation allowance when, in our opinion, it is more likely than not that some portion or all of the deferred tax assets will not be realized before we are able to realize their benefits, or that future deductibility is uncertain.
We recognize tax benefits from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. We measure the tax benefits recognized in our consolidated financial statements from such a position based on the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate resolution. We adjust deferred tax assets and liabilities for the effects of changes in tax laws and rates on the date of enactment.
Recent Accounting Pronouncements
Please refer to Note 2 to our financial statements included elsewhere in this Annual Report on Form 10-K. We have reviewed all the recently issued, but not yet effective, accounting pronouncements and we do not believe any of these pronouncements will have a material impact on our financial statements.
Employees
As at this report date, we had a total of 47 employees, out of which 39 were foreign workers. We are subject to certain approvals for employment of foreign workers and have obtained letters of approval by the Ministry of Home Affairs of Malaysia. We anticipate hiring necessary personnel based on an as needed basis only on a per contract basis to be compensated directly from revenues.
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Properties
Our mailing address and global operations are situated at No. 3 & 5, Jalan Hi Tech 7/7, Kawasan Perindustrian Hi Tech 7, 43500 Semenyih, Selangor, Malaysia.
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information with respect to the beneficial ownership of our voting securities by (i) any person or group owning more than 5% of any class of voting securities, (ii) each director, (iii) our chief executive officer and (iv) all executive officers and directors as a group as of June 30, 2026.
| Name | Number of Shares of Common Stock | Percentage | ||||||
| Directors and officers | ||||||||
| Wo Kuk Ching (2) | 56,882,222 | 35.15 | % | |||||
| Wong Erin | 6,453,968 | 3.99 | % | |||||
| Wong Ching Wing | 6,453,968 | 3.99 | % | |||||
| All directors and officers | 69,790,158 | 43.13 | % | |||||
| 5% Shareholders | ||||||||
| Empower International Trading Sdn. Bhd.(1) | 75,484,125 | 46.65 | % | |||||
| 145,274,283 | 89.78 | % | ||||||
(1) Kee Seng Yam is the beneficial owner and is deemed to hold the voting and dispositive power over the Company’s common stock held by Empower International Trading Sdn.Bhd. The address of the reporting shareholder is No. 3 & 5, Jalan Hi Tech 7/7, Kawasan Perindustrian Hi Tech 7, 43500 Semenyih, Selangor.
(2) Wo Kuk Ching has served as our President and Director since July 2, 2020, and serves as Chief Executive Officer after the departure of our former Chief Executive Officer.
There are no other officer or director 5% shareholders.
Unless otherwise indicated in the footnotes to this table and subject to community property laws where applicable, each of the stockholders named in this table has sole or shared voting and investment power with respect to the shares indicated as beneficially owned. Except as set forth above, applicable percentages are based upon 161,809,738 shares of common stock to be outstanding.
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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements required by this item are in PART IV of this Annual Report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
On July 17, 2024, the Company dismissed Weinberg & Company, P.A. (“Weinberg”) as the Company’s independent registered public accounting firm. On July 17, 2024, our Board of Directors appointed AUDIT ALLIANCE LLP (“AA”) as our independent registered public accounting firm, to audit our financial statements for the year ended June 30, 2024. During our two most recent fiscal years and the subsequent interim periods preceding their appointment as independent accountants, neither we nor anyone on our behalf consulted AA regarding either the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered of our financial statements, nor has AA provided to us with a written report or oral advice regarding such principles or audit opinion.
ITEM 9A. CONTROLS AND PROCEDURES
Disclosures Control and Procedures
Under the supervision and with the participation of our management, including our Principal Executive Officer and Principal Financial Officer, we are responsible for conducting an evaluation of the effectiveness of the design and operation of our internal controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as of the end of the fiscal year covered by this report. Disclosure controls and procedures means that the material information required to be included in our Securities and Exchange Commission (“SEC”) reports is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms relating to our company, including any consolidating subsidiaries, and was made known to us by others within those entities, particularly during the period when this report was being prepared. Based on this evaluation, our Principal Executive Officer and Principal Financial Officer concluded as of the evaluation date that our disclosure controls and procedures were not effective as of June 30, 2026, due to material weaknesses in our internal control over financial reporting as described below.
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Management’s Annual Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15. Internal control over financial reporting is defined in Rule 13a-15(f) and 15(d)-15(f) under the Exchange Act as a process designed to provide reasonable assurance to the Company’s management and the board of directors regarding the preparation and fair presentation of published financial statements. Management conducted an assessment of the Company’s internal control over financial reporting as of June 30, 2026, based on the framework and criteria established by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013) (COSO). Based on the assessment, management concluded that, as of June 30, 2026, the Company’s internal controls over financial reporting were not effective.
We identified material weaknesses in our internal controls over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our financial statements will not be prevented or detected on a timely basis.
The material weaknesses identified include (i) the Company did not maintain a functioning independent audit committee and did not maintain an independent board; (ii) the Company had inadequate segregation of duties; and (iii) the Company had an insufficient number of personnel with an appropriate level of U.S. GAAP knowledge and experience and ongoing training in the application of U.S. GAAP and SEC disclosure requirements commensurate with the Company’s financial reporting requirements.
The material weaknesses were identified by our Principal Executive Officer and Principal Financial Officer, in connection with the review of our financial statements as of June 30, 2026.
Notwithstanding the identified material weaknesses, management has concluded that the Financial Statements included in this Annual Report on Form 10-K present fairly, in all material respects, the Company’s financial position, results of operations and cash flows for the periods disclosed in conformity with U.S. GAAP.
Changes in Internal Controls over Financial Reporting
There was no change in our internal controls over financial reporting that occurred during the period covered by this Report, which has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting:
This annual report does not include an attestation report of the Company’s registered independent public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered independent public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this Annual Report on Form 10-K.
ITEM 9B. OTHER INFORMATION
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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
The following table sets forth information regarding our executive officers and directors as of the date of this Annual Report.
| Name | Age | Position(s) | ||
| Wo Kuk Ching | 70 | President CEO, CFO, Secretary,Treasurer, Director of SGLA | ||
| Wong Erin | 41 | Secretary of SGLA | ||
| Wong Ching Wing | 46 | Chief Financial Officer, Treasurer, and Director of SGLA |
Wo Kuk Ching, Director
Wo Kuk Ching (“Ms. Wo”), age 70, has served as our President and Director since July 2, 2020, and serves as Chief Executive Officer after the departure of our former Chief Executive Officer, Luo Xiong, spouse of Ms. Wo effective from June 30, 2021. Ms. Wo is mother of our Chief Financial Officer, Treasurer and Director, Wong Ching Wing (“Elise”) and our Secretary, Wong Erin (“Erin”), respectively.
Ms. Wo graduated from University of London in 2010 and holds a bachelor’s degree of science in accounting and finance. She obtained an advanced diploma in business administration from Society of Business Practitioners in 2017. She served as a financial planner of Chubb Life Insurance Company Limited from 2003 to 2011. From 2011 to 2020, she served as senior branch manager of Manulife (International) Limited.
Ms. Wo brings to the board of directors her business leadership, corporate strategy, and accounting and financial expertise.
Wong Ching Wing, Director
Wong Ching Wing (“Elise”), age 46, has served as our Chief Financial Officer, Treasurer and Director since July 2, 2020. Elise is daughter of our Chief Executive Officer, President and Director, Wo Kuk Ching and sister of our Secretary, Wong Erin, respectively.
Elise graduated from University of California, Davis, in 2005 and holds a bachelor’s degree of science in computer science. She earned her master’s degree of science in finance from University of Hong Kong in 2011. Elise was awarded a Financial Advisers’ International Qualification (FAIQ) from Institute of Financial Planners of Hong Kong (“IFPHK”) in 2014 and a Qualified Retirement Advisor (QRA) Holder from IFPHK in 2017, respectively. From 2010 to 2020, she served as senior financial consultant of Manulife (International) Limited.
Elise brings to the board of directors her extensive knowledge and experience in business management and financial planning.
Wong Erin, Secretary
Wong Erin (“Erin”), age 41, has served as our Secretary since July 2, 2020. Erin is daughter of our Chief Executive Officer, President and Director, Wo Kuk Ching and sister of our Chief Financial Officer, Treasurer and Director, Wong Ching Wing, respectively.
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Term of Office
Our director holds its position until the next annual meeting of shareholders and until his successor is elected and qualified by our shareholders, or until earlier death, retirement, resignation or removal.
Family Relationships
Mr. Luo is spouse of Ms. Wo, our Chief Executive Officer, President, and Director.
Legal Proceedings Involving Directors and Executive Officers
During the past ten years no current or incoming director, executive officer, promoter or control person of the Company has been involved in the following:
(1) A petition under the Federal bankruptcy laws or any state insolvency law which was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;
(2) Such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses) ;
(3) Such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:
i. Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;
ii. Engaging in any type of business practice; or
iii. Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;
(4) Such person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity;
(5) Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;
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(6) Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;
(7) Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:
i. Any Federal or State securities or commodities law or regulation; Or
ii. Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease and desist order, or removal or prohibition order; Or
iii. Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; Or
(8) Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.
Item 11. Executive Compensation
The following table sets forth the compensation paid or accrued by us to our Chief Executive Officer and Chief Financial Officer for the years ended June 30, 2026 and 2025.
| Position | Name of Directors | Year | Salary before tax | Bonus | All other compensation | Total | ||||||||
| CEO, Chairman & Director | Wo Kuk Ching | 2026 | - | - | - | - | ||||||||
| 2025 | - | - | - | - | ||||||||||
| CFO & Director | Wong Ching Wing | 2026 | - | - | - | - | ||||||||
| 2025 | - | - | - | - | ||||||||||
| Secretary | Wong Erin | 2026 | - | - | - | - | ||||||||
| 2025 | - | - | - | - |
We do not have an audit or compensation committee comprised of independent directors as our Company qualifies for an exemption from these requirements. Indeed, we do not have any audit or compensation committee. These functions are performed by our Board of Directors as a whole.
All directors serve 2 year term.
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Recent Sales of Unregistered Securities
On February 11, 2026, the Company completed three private placements with certain individual investors. Pursuant to the applicable subscription agreements, the Company issued (i) 193,500 shares of common stock at $1.00 per share for gross proceeds of $193,500, (ii) 68,000 shares of common stock at $1.20 per share for gross proceeds of $81,600, and (iii) 22,000 shares of common stock at $1.80 per share for gross proceeds of $39,600. In the aggregate, the Company issued 283,500 shares of common stock and received gross proceeds of $314,700. The Company intends to use the proceeds for working capital. The shares were issued without registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemptions from registration provided by Section 4(a)(2), Regulation D and/or Regulation S under the Securities Act. Each purchaser represented that the purchaser was an “accredited investor” as defined in Rule 501(a) of Regulation D and/or was not a “U.S. person” as defined in Regulation S, as applicable. No underwriters were involved in the offer or sale of the shares, and no underwriting discounts or commissions were paid.
On May 22, 2026, the Company entered into a subscription agreement with a third-party investor for the sale of 2,000,000 shares of common stock at $0.50 per share, for aggregate gross proceeds of $1,000,000. As of June 30, 2026, the Company had received $200,000 under the agreement and no shares had been issued. The shares, when issued, will be issued without registration under the Securities Act in reliance on Section 4(a)(2), Regulation D and/or Regulation S. No underwriters were involved, and no underwriting discounts or commissions were paid.
On August 7, 2026, the Company entered into stock purchase agreements to acquire 60% of the issued and outstanding capital stock of Xing Da Plastics Sdn. Bhd. and 100% of the issued and outstanding capital stock of Invent Fortune Sdn. Bhd. Under the agreements, the Company agreed, subject to closing and the satisfaction of applicable conditions and milestones, to issue 4,800,000 shares of common stock to the Xing Da sellers and approximately 36,527,833 shares of common stock to the Invent Fortune sellers in three tranches. As of the end of the reporting period, the acquisitions had not closed and no shares had been issued under either agreement. Accordingly, these contemplated issuances do not constitute completed sales of unregistered securities during the reporting period.
Description of securities
The following is a summary description of our capital stock and certain provisions under the laws of the State of Nevada where the Company was incorporated. The following discussion is qualified in its entirety by reference to such exhibits.
Preferred Stock
The Company is authorized to issue 20,000,000 shares of Preferred Stock.
As of June 30, 2026, the Company had 1,784,178 shares of Preferred Stock issued and outstanding, par value $0.001 per share, and all issued and outstanding shares of Preferred Stock are held by unrelated parties.
Common Stock
The Company is authorized to issue 780,000,000 shares of Common Stock.
As of June 30, 2026, the Company had 162,093,238 shares of Common Stock issued and outstanding, par value $0.001 per share, and 145,274,283 shares (approximately 89.63%) of total issued and outstanding Common Stock are held by related parties.
| 33 |
The following table lists, as of June 30, 2026, the number of shares of Common Stock of the Company that are beneficially owned by (i) each person or entity known to our Company to be the beneficial owner of more than 5% of the outstanding Common Stock; (ii) each officer and director of our Company; and (iii) all officers and directors as a group. Information relating to beneficial ownership of Common Stock by our principal shareholders and management is based upon information furnished by each person using “beneficial ownership” concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power.
The percentages below are calculated based on 162,093,238 shares of our Common Stock issued and outstanding as of June 30, 2026.
We do not have any outstanding warrant, options, or other securities exercisable for or convertible into shares of our Common Stock.
| Name of Beneficial Owner | Number of Common Stock Owned | Percentage of Ownership | ||||||
| Wo Kuk Ching (Chief Executive Officer, President, and Director) (1) | 56,882,222 | 35.09 | % | |||||
| Wong Ching Wing (Chief Financial Officer, Treasurer, and Director (2) | 6,453,968 | 3.98 | % | |||||
| Wong Erin (Secretary) (3) | 6,453,968 | 3.98 | % | |||||
| All executive officers and directors as a group (3 persons named above) | 69,790,158 | 43.06 | % | |||||
| Empower International Trading Sdn. Bhd. (4) | 75,484,125 | 46.57 | % | |||||
| Other owners of the Company | 16,818,955 | 10.38 | % | |||||
| 162,093,238 | 100.00 | % | ||||||
| (1) | Wo Kuk Ching, our Chief Executive Officer, President, and Director, and currently owns 56,882,222 shares of our Common Stock, approximately 35.09% of total issued and outstanding shares. |
| Ms. Wo is mother of our Chief Financial Officer, Treasurer and Director, Wong Ching Wing (“Elise”) and our Secretary, Wong Erin (“Erin”), respectively. Ms. Wo is also spouse of our former Chief Executive Officer and Director, Luo Xiong (“Mr. Luo”). |
| 34 |
| (2) | Wong Ching Wing (“Elise”), our Chief Financial Officer, Treasurer and Director, and currently owns 6,453,968 shares of our Common Stock, approximately 3.98% of total issued and outstanding shares. |
| Elise is daughter of our Chief Executive Officer, President, and Director, Ms. Wo and sister of our Secretary, Erin. | |
| (3) | Wong Erin (“Erin”), our Secretary, and currently owns 6,453,968 shares of our Common Stock, approximately 3.98% of total issued and outstanding shares. |
| Erin is daughter of our Chief Executive Officer, President, and Director, Ms. Wo and sister of our Chief Financial Officer, Treasurer and Director, Elise. | |
| (4) | Empower International Trading Sdn. Bhd. (“Empower”), a Malaysia corporation, currently owns 75,484,125 shares of our Common Stock, approximately 46.57% of total issued and outstanding shares. |
Beneficial ownership has been determined in accordance with Rule 13d-3 under the Exchange Act. Under this rule, certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire shares (for example, upon exercise of an option or warrant) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the number of shares is deemed to include the number of shares beneficially owned by such person by reason of such acquisition rights. As a result, the percentage of outstanding shares of any person as shown in the following table does not necessarily reflect the person’s actual voting power at any date.
Indemnification of Directors and Officers
Section 78.138 of the NRS provides that a director or officer will not be individually liable unless it is proven that (i) the director’s or officer’s acts or omissions constituted a breach of his or her fiduciary duties, and (ii) such breach involved intentional misconduct, fraud or a knowing violation of the law.
Section 78.7502 of NRS permits a company to indemnify its directors and officers against expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with a threatened, pending or completed action, suit or proceeding if the officer or director (i) is not liable pursuant to NRS 78.138 or (ii) acted in good faith and in a manner the officer or director reasonably believed to be in or not opposed to the best interests of the corporation and, if a criminal action or proceeding, had no reasonable cause to believe the conduct of the officer or director was unlawful.
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Section 78.751 of NRS permits a Nevada company to indemnify its officers and directors against expenses incurred by them in defending a civil or criminal action, suit or proceeding as they are incurred and in advance of final disposition thereof, upon receipt of an undertaking by or on behalf of the officer or director to repay the amount if it is ultimately determined by a court of competent jurisdiction that such officer or director is not entitled to be indemnified by the company. Section 78.751 of NRS further permits the company to grant its directors and officers additional rights of indemnification under its articles of incorporation or bylaws or otherwise.
Section 78.752 of NRS provides that a Nevada company may purchase and maintain insurance or make other financial arrangements on behalf of any person who is or was a director, officer, employee or agent of the company, or is or was serving at the request of the company as a director, officer, employee or agent of another company, partnership, joint venture, trust or other enterprise, for any liability asserted against him and liability and expenses incurred by him in his capacity as a director, officer, employee or agent, or arising out of his status as such, whether or not the company has the authority to indemnify him against such liability and expenses. Our Bylaws provide that we may indemnify and advance litigation expenses to our directors, officers, employees and agents to the extent permitted by law, our Articles of Incorporation or our Bylaws, and shall indemnify and advance litigation expenses to our directors, officers, employees and agents to the extent required by law, our Articles of Incorporation or Bylaws. Our obligations of indemnification, if any, shall be conditioned on receiving prompt notice of the claim and the opportunity to settle and defend the claim. We may, to the extent permitted by law, purchase and maintain insurance on behalf of an individual who is or was our director, officer, employee or agent.
Indemnification against Public Policy
Insofar as indemnification by us for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling the company pursuant to provisions of our Articles of Incorporation and by laws, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. In the event that a claim for indemnification by such director, officer or controlling person of us in the successful defense of any action, suit or proceeding is asserted by such director, officer or controlling person in connection with the securities being offered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
The effect of indemnification may be to limit the rights of the Company and the shareholders (through shareholders’ derivative suits on behalf of the Company) to recover monetary damages and expenses against a director for breach of fiduciary duty.
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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, DIRECTOR INDEPENDENCE
The table below sets forth major related parties of us and their relationships with us:
| Name | Relationship with the Company | |
| Luo Xiong and spouse Wo Kuk Ching and their immediate family members | Majority shareholders | |
| Empower International Trading | Shareholder | |
| Invent Fortune Sdn. Bhd | Entity controlled by Luo Xiong and spouse Wo Kuk Ching | |
| TLC Global International Trading | Entity controlled by Wong Ching Wing, daughter of Luo Xiong and Wo Kuk Ching |
As of June 30, 2026 and 2025, the amount due from (due to) related parties consisted of:
| Nature | As of June 30, 2026 | As of June 30, 2025 | ||||||||
| Account payable to Invent Fortune Sdn. Bhd. (1) | Raw material payables | $ | (1,224,542 | ) | $ | (715,444 | ) | |||
| Payable to Luo Xiong and Wo Kuk Ching | Loan | (1,397,670 | ) | (1,209,120 | ) | |||||
| Payable to Empower International Trading | Loan | (875,858 | ) | (527,325 | ) | |||||
| Payable to TLC Global International Trading | Equipment purchase payable | - | (810,975 | ) | ||||||
| Total due to related parties, net | $ | (3,498,070 | ) | $ | (3,262,864 | ) | ||||
(1): Represents trade payables due to Invent Fortune Sdn. Bhd. for raw material purchases. These amounts are recorded within accounts payable in the consolidated balance sheets.
The amounts payable to related parties are unsecured, non-interest bearing, and payable on demand. The Company has the right to offset amounts with related parties under common control.
For the years ended June 30, 2026 and 2025, we have the following significant related party transactions incurred as below:
| For the Years Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Purchase from Invent Fortune Sdn. Bhd | $ | 771,037 | $ | - | ||||
In addition, on August 7, 2026, we entered into stock purchase agreements to acquire all of the equity interests of Invent Fortune Sdn. Bhd., a related party controlled 83% by Mr. Luo Xiong and Ms. Wo Kuk Ching, our controlling stockholders, for approximately 36,527,833 shares of our common stock, and 60% of the equity interests of Xing Da Plastics Sdn. Bhd. for 4,800,000 shares, in each case payable in three tranches, with 10% of each tranche withheld as Escrow Shares. The acquisitions had not closed as of the date of this report and no shares had been issued. See Note 15 to our consolidated financial statements.
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Director Independence
None of our directors qualified as an “independent director” under the rules of NASDAQ, Marketplace Rule 4200(a).
Nominating Committee
We do not presently have a nominating committee. Our Board of Directors currently acts as our nominating committee.
Audit Committee
We do not presently have an audit committee. Our Board of Directors currently acts as our nominating committee.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The following table sets forth the aggregate fees billed to the Company by its independent registered public accounting firm, for the fiscal years indicated.
| ACCOUNTING FEES AND SERVICES | For the years ended June 30, | |||||||
| 2026 | 2025 | |||||||
| Audit Fees (1) | $ | 41,000 | $ | 41,000 | ||||
| Audit-Related Fees(2) | - | - | ||||||
| Tax Fees(3) | - | - | ||||||
| All Other Fees(4) | - | - | ||||||
| Total | $ | 41,000 | $ | 41,000 | ||||
(1) This category consists of fees for professional services rendered by our principal independent registered public accountants for the audit of our annual financial statements, review of financial statements included in our quarterly reports and services that are normally provided by the independent registered public accounting firms in connection with statutory and regulatory filings or engagements for those fiscal years.
(2) This category consists of fees for assurance and related services by our independent registered public accountant that are reasonably related to the performance of the audit or review of our financial statements and are not reported above under “Audit Fees.” The services for the fees disclosed under this category include consultations concerning financial accounting and reporting standards.
(3) This category consists of fees for professional services rendered by our independent registered public accountant for tax compliance, tax advice, and tax planning.
(4) This category consists of fees for services provided by our independent registered public accountants other than the services described above.
All the professional services rendered by principal accountants for the audit of our annual financial statements that are normally provided by the accountant in connection with statutory and regulatory filings or engagements by AUDIT ALLIANCE LLP was approved by our board of directors.
| 38 |
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Documents filed as part of this Annual Report
(1) All Financial Statements
The consolidated financial statements as listed in the accompanying “Index to Consolidated Financial Statements” are filed as part of this Annual Report on Form 10-K.
(2) Financial Statement Schedules
All financial statement schedules have been omitted, since the required information is not applicable or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements and notes thereto included in this Form 10-K.
(3) Exhibits
| Number | Description | |
| 3.1 | Articles of Incorporation** | |
| 3.2 | Bylaws** | |
| 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 officer* | |
| 32.1 | Section 1350 Certification of principal executive officer* | |
| 32.2 | Section 1350 Certification of principal financial 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) |
** Previously filed
* Filed herewith
| 39 |
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Sino Green Land Corp. | ||
| Date: September 28, 2026 | /s/ Wo Kuk Ching | |
| By: | Wo Kuk Ching, | |
| President & Chief Executive Officer, Director | ||
| /s/ Wong Ching Wing | ||
| By: | Wong Ching Wing | |
Chief Financial Officer (Principal Financial and Accounting Officer) | ||
| 40 |
SINO GREEN LAND CORPORATION
Consolidated Financial Statements
For the Years Ended June 30, 2026 and 2025
| Index to Consolidated Financial Statements | Page | |
| Report of Independent Registered Public Accounting Firm (PCAOB ID |
F-1 | |
| Consolidated Balance Sheets | F-2 | |
| Consolidated Statements of Operations and Comprehensive Loss | F-3 | |
| Consolidated Statements of Changes in Stockholders’ Deficit | F-4 | |
| Consolidated Statements of Cash Flows | F-5 | |
| Notes to Consolidated Financial Statements | F-6 to F-23 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Board of Directors of Sino Green Land Corporation
Opinion on the Financial Statements
Material Uncertainty Related to Going Concern
The consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, during the year ended June 30, 2026, the Company incurred a net loss of $1,393,031 and used cash in operating activities of $99,654, result in an accumulated deficit of $6,093,584. The Company’s current liabilities exceeded current assets by $4,482,441, and the stockholders’ deficit of $2,535,519. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans regarding these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
We have served as the Company’s auditor since 2024.
/s/
September 28, 2026
| F-1 |
SINO GREEN LAND CORPORATION
CONSOLIDATED BALANCE SHEETS
AS OF JUNE 30, 2026 AND 2025
(EXPRESSED IN US DOLLARS)
| As of June 30, | ||||||||
| 2026 | 2025 | |||||||
| Assets | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable | ||||||||
| Inventories | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Total current assets | ||||||||
| Non-current assets | ||||||||
| Property, plant and equipment, net | ||||||||
| Finance lease right-of-use assets | ||||||||
| Total Non-current assets | ||||||||
| Total Assets | $ | $ | ||||||
| Liabilities and Stockholders’ Deficit | ||||||||
| Current liabilities | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued liabilities and other payable | ||||||||
| Contract liabilities | ||||||||
| Amount due to the related parties | ||||||||
| Loan from third party | ||||||||
| Bank loan payable, current | ||||||||
| Short-term borrowing | ||||||||
| Finance lease liabilities, current | ||||||||
| Total current liabilities | ||||||||
| Non-current liabilities | ||||||||
| Bank loan payable, non-current | ||||||||
| Finance lease liabilities, non-current | ||||||||
| Total non-current liabilities | ||||||||
| Total Liabilities | $ | $ | ||||||
| Stockholders’ Deficit | ||||||||
| Preferred Stock, $ par value; shares authorized; shares issued and outstanding as of June 30, 2026 and 2025 | ||||||||
| Common Stock, $ par value; shares authorized; and shares issued and outstanding as of June 30, 2026 and 2025, respectively | ||||||||
| Additional paid in capital | ||||||||
| Accumulated other comprehensive (loss) income | ( | ) | ||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Stockholders’ Deficit | ( | ) | ( | ) | ||||
| Total Liabilities and Stockholders’ Deficit | $ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-2 |
SINO GREEN LAND CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
FOR THE YEARS ENDED JUNE 30, 2026 AND 2025
(EXPRESSED IN US DOLLARS)
| For the Years Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Revenues | $ | $ | ||||||
| Cost of revenues | ( | ) | ( | ) | ||||
| Gross loss | ( | ) | ( | ) | ||||
| Operating expenses: | ||||||||
| General and administrative expenses | ( | ) | ( | ) | ||||
| Operating expenses | ( | ) | ( | ) | ||||
| Loss from operations | ( | ) | ( | ) | ||||
| Other income (expenses): | ||||||||
| Gain on disposal of property, plant and equipment | ||||||||
| Other income | ||||||||
| Interest income | ||||||||
| Interest expenses | ( | ) | ( | ) | ||||
| Other expenses, net | ( | ) | ( | ) | ||||
| Loss before income tax expense | ( | ) | ( | ) | ||||
| Income tax expense | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Other comprehensive (loss): | ||||||||
| Foreign currency translation loss | ( | ) | ( | ) | ||||
| Total comprehensive loss | $ | ( | ) | $ | ( | ) | ||
| Loss per share | ||||||||
| Basic and diluted loss per share | ) | ) | ||||||
| Basic and diluted weighted average shares outstanding | ||||||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-3 |
SINO GREEN LAND CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
FOR THE YEARS ENDED JUNE 30, 2026 AND 2025
(EXPRESSED IN US DOLLARS)
Preferred Stock | Common Stock | Additional | Accumulated Other | Total | ||||||||||||||||||||||||||||
| Number of shares | Amount | Number of shares | Amount | Paid-in Capital | Comprehensive (Loss) Income | Accumulated Deficit | Stockholders’ Deficit | |||||||||||||||||||||||||
| Balance as of June 30, 2024 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||
| Net Loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Foreign currency translation adjustment | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Balance as of June 30, 2025 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||
| Issuance of Common stock | - | |||||||||||||||||||||||||||||||
| Net Loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Capital Contributions | - | - | ||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Balance as of June 30, 2026 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-4 |
SINO GREEN LAND CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED JUNE 30, 2026 AND 2025
(EXPRESSED IN US DOLLARS)
| For the Years Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Cash flows from operating activities | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Amortization expenses | ||||||||
| Depreciation expenses | ||||||||
| Gain on disposal of property, plant and equipment | ( | ) | ||||||
| Interest expenses | ||||||||
| Provision for inventory write-down | ||||||||
| Allowance for impairment of other receivables | ||||||||
| Changes in operating assets and liabilities | ||||||||
| Accounts receivable | ( | ) | ||||||
| Inventories | ||||||||
| Prepaid expenses and other current assets | ( | ) | ( | ) | ||||
| Accounts payable | ( | ) | ||||||
| Accrued liabilities and other payable | ||||||||
| Contract liabilities | ( | ) | ||||||
| Net cash used in operating activities | $ | ( | ) | $ | ( | ) | ||
| Cash flows from investing activities | ||||||||
| Acquisition of property, plant and equipment | ( | ) | ( | ) | ||||
| Proceeds from disposal of property, plant and equipment | ||||||||
| Net cash used in investing activities | $ | ( | ) | $ | ( | ) | ||
| Cash flows from financing activities | ||||||||
| Payment of interest | ( | ) | ||||||
| Proceeds from issuance of Common stock | ||||||||
| Proceeds from related parties | ||||||||
| Payment on finance lease liabilities | ( | ) | ( | ) | ||||
| Repayments of bank loan, interest and principal | ( | ) | ( | ) | ||||
| Proceeds from short-term borrowing | ||||||||
| Repayment of Short-term borrowings | ( | ) | ||||||
| Net cash provided by financing activities | $ | $ | ||||||
| Effect of exchange rate changes on cash and cash equivalents | ( | ) | ( | ) | ||||
| Net changes in cash and cash equivalents | ( | ) | ||||||
| Cash and cash equivalents at the beginning of the year | ||||||||
| Cash and cash equivalents at the end of the year | $ | $ | ||||||
| Supplemental cash flow information: | ||||||||
| Interest paid | $ | ( | ) | $ | ( | ) | ||
| Income taxes paid | $ | $ | ||||||
| Supplemental non-cash information: | ||||||||
| Related party loan converted to additional paid-in capital | $ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-5 |
SINO GREEN LAND CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30, 2026 AND 2025
NOTE 1 – ORGANIZATION AND GOING CONCERN
Organization
Sino Green Land Corporation (“SGLA”, the “Company”), 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 shares of common stock of SGLA and shares of preferred stock of SGLA. Immediately after completion of the share exchange, the Company had a total of shares of common stock outstanding and shares of preferred stock outstanding.
Prior
to the merger, Luo Xiong and spouse Wo Kuk Ching and their immediate family members controlled
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 June 30, 2026 and June 30, 2025, and for the years ended June 30, 2026 and 2025, include SGLA’s, SGL’s, and Tian Li’s historical assets, liabilities, and results of operations, including the issuance of shares of common stock and shares of preferred stock of SGLA in connection with the merger described above, as if the combination and the issuance of the shares had occurred at the beginning of the earliest period presented.
The Company conducts its business through its subsidiary Tian Li, which operates in Malaysia as an environmental technology company and recycler of plastic waste bottles and plastic packaging materials.
On
February 11, 2026, the Company entered into three separate subscription agreements with individual investors, pursuant to which the purchasers
agreed to purchase an aggregate of shares
of the Company’s common stock at a consideration of $
On
May 22, 2026, the Company entered into a separate subscription agreement with an individual investor, pursuant to which the investor
agreed to purchase an aggregate of
shares of the Company’s common stock at a consideration
of $
As of the date these financial statements were issued, the Company had a total of shares of common stock and shares of preferred stock outstanding.
| F-6 |
Going concern
The
accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As reported
in the accompanying consolidated financial statements, the Company incurred a net loss of $
Notwithstanding the above, management has considered and, where practicable, implemented the following plans and actions in response to the conditions described above, with a view to obtaining adequate resources to continue in operation for at least the next 12 months:
To sustain its ability to support the Company’s operating activities, the Company considered supplementing its sources of funding through the following:
(i)
On May 22, 2026, the Company entered into a subscription agreement (the “Subscription Agreement”) with a third-party investor,
pursuant to which an aggregate of
shares of the Company’s common stock, par value $
per share, were agreed to be sold at a purchase price of $
per share, for an aggregate purchase price of $
(ii)
On August 7, 2026, the Company entered into stock purchase agreements (the “SPAs”) to acquire all of the equity interests
of Invent Fortune Sdn. Bhd. for shares of the Company’s common stock, and
(iii) In addition, the Company has taken immediate and significant mitigating actions to reduce costs and optimize the Company’s cash flow and liquidity.
Management has evaluated the matters described above and the related mitigating plans; however, management has concluded that these conditions raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The consolidated financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities on the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. On an ongoing basis, management reviews these estimates and assumptions using the currently available information. Changes in facts and circumstances may cause the Company to revise its estimates. In accordance with ASC 250, Accounting Changes and Error Corrections, changes in accounting estimates are recognized prospectively in the period in which the change occurs and in future periods. The Company bases its estimates on past experiences and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Estimates are used when accounting for items and matters including, but not limited to, allowances for expected credit losses, estimates for inventory provisions, useful lives and impairment of long lived assets, and valuation allowance for deferred tax assets.
| F-7 |
Foreign currency translation and functional currency
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 consolidated financial statements of a foreign subsidiary are recorded as a separate component of accumulated other comprehensive loss within equity.
Translation of amounts from the local currencies of the Company into US$ has been made at the following exchange rates for the respective periods:
| As of and for the year ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Year-end USD: MYR exchange rate | $ | $ | ||||||
| Average USD: MYR exchange rate | $ | $ | ||||||
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.
Financial Assets and Liabilities Measured at Fair Value
The Company uses various inputs in determining the fair value of its financial assets and liabilities. Financial assets recorded at fair value in the balance sheets are categorized by the level of objectivity associated with the inputs used to measure their fair value.
Authoritative guidance provided by the Financial Accounting Standards Board (“FASB”) defines the following levels directly related to the amount of subjectivity associated with the inputs to fair valuation of these financial assets:
Level 1 Quoted prices in active markets for identical assets or liabilities.
Level 2 Inputs, other than the quoted prices in active markets, that is observable either directly or indirectly.
Level 3 Unobservable inputs based on the Company’s assumptions.
The carrying amounts of financial assets and liabilities, such as cash and cash equivalents, accounts receivable, accounts payable and accrued expenses, approximate their fair values because of the short maturity of these instruments. The carrying values of notes and loans payable approximate their fair values due to the fact that the interest rates on these obligations are based on prevailing market interest rates.
| F-8 |
Revenue recognition
The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers (“ASC 606”). The underlying principle of ASC 606 is to recognize revenue to depict the transfer of goods or services to customers at the amount expected to be collected. ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms of contract(s), which includes (1) identifying the contract(s) or agreement(s) with a customer, (2) identifying the Company’s performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied.
The Company generates revenue primarily from the sales of plastic recycled products. The Company enters into sales contracts with customers as a principal. The contracts contain only one performance obligation for domestic customers, transferring the plastic recycled products to the customers in exchange for consideration.
Revenue is recognized at a point in time when control of the goods is transferred to the customer, which occurs upon delivery. The Company considers a signed delivery receipt as objective evidence of transfer of control.
The terms of pricing and payment stipulated in the contract are fixed. 30% deposit payable upon signing of Sales Contract, 70% payable upon delivery of the plastic recycled products to the designated location. The Company recognizes revenue at a point in time when control of the products has been transferred to customers. The transfer of control is considered complete when products have been accepted and received by customers. In the normal course of business, the Company’s products are sold with no right of return unless the item is defective.
Each contract contains a single performance obligation for the transfer of goods, as the promise is to transfer a series of distinct items that are substantially the same and have the same pattern of transfer. The Company satisfies this performance obligation and recognizes revenue at a point in time when control of the goods is transferred to the customer, which occurs upon delivery. A signed delivery receipt serves as evidence of transfer.
Significant payment terms are as agreed in the contracts, with payment typically due within a short-term credit period. The contracts do not contain a significant financing component, and variable consideration is not significant. The Company acts as the principal in all arrangements. Obligations for returns, refunds, or warranties beyond standard assurance are not offered.
The transaction price is the fixed amount of consideration stated in the sales contract. As the contracts contain a single performance obligation, no allocation is necessary. Costs incurred for packaging and shipping are recognized as expenses when incurred.
For
the years ended June 30, 2026 and 2025, revenue recognized at a point in time was $
| F-9 |
Contract liabilities
The Company receives advance payments from its customers for products to be provided in the future. These payments are recorded as contract liabilities on the consolidated balance sheets.
Contract
liabilities are recognized when consideration is received from a customer prior to the Company satisfying its related performance obligations.
For these product contracts, the Company recognizes revenue, and reduces the contract liabilities, at a point in time as control
of the goods is transferred to the customer. Revenue recognized during the years ended June 30, 2026 and 2025 that was included in the
contract liability balance at the beginning of the year was $
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.
As of June 30, 2026 | As of June 30, 2025 | |||||||
| Cash, cash equivalents | ||||||||
| Denominated in United States Dollars | $ | $ | ||||||
| Denominated in Chinese Renminbi | ||||||||
| Denominated in Malaysian Ringgit | ||||||||
| Total | $ | $ | ||||||
Expected credit loss and accounts receivable
Accounts receivable are recorded at the gross billing amount less an allowance for expected credit losses from the customers. Accounts receivable do not bear interest.
Since July 1, 2022, the Company adopted Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), using the modified retrospective transition method. ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss methodology, which will result in more timely recognition of credit losses. Upon adoption, the Company changed the impairment model to utilize a forward-looking current expected credit losses (CECL) model in place of the incurred loss methodology for financial instruments measured at amortized cost and receivables resulting from the application of ASC 606, including contract assets.
The Company maintains an allowance for credit losses in accordance with ASC Topic 326, Credit Losses (“ASC 326”) and records the allowance for credit losses as an offset to accounts receivable and contract assets, and the estimated credit losses charged to the allowance in the consolidated statements of operations and comprehensive loss. The Company assesses collectability by reviewing accounts receivable on a collective basis where similar characteristics exist, primarily based on similar business lines, services or product offerings and on an individual basis when the Company identifies specific customers with known disputes or collectability issues. In determining the amount of the allowance for credit losses, the Company considers historical collectability based on past due status, the age of the accounts receivable balances and contract assets balances, credit quality of the Company’s customers based on ongoing credit evaluations, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect the Company’s ability to collect from customer.
For
the years ended June 30, 2026 and 2025, the Company did
| F-10 |
Inventories
Inventories
are stated at the lower of cost or net realizable value, with cost determined on the weighted average cost basis. The Company records
adjustments to its inventory based on an estimated forecast of the inventory demand, taking into consideration, among others, inventory
turnover, inventory quantities on hand, unfilled customer order quantities, forecasted demand, current prices, competitive pricing, and
trends and performance of similar products. If the estimated net realizable value is determined to be less than the recorded cost of
the inventory, the difference is recognized as a loss in the period in which it occurs. Once inventory has been written down, it creates
a new cost basis for inventory that may not be subsequently written up. For the years ended June 30, 2026 and 2025, the write-down of inventory was and $
Property, plant and equipment, net
Property, plant and equipment are stated at cost less accumulated depreciation. 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 | ||
| Factory equipment | ||
| Office equipment | ||
| Computer | ||
| Leasehold improvement | ||
| Motor vehicles |
The
Company assesses the carrying value of property, plant and equipment whenever events or changes in circumstances indicate that the carrying
value may not be recoverable. If there is indication of impairment, management prepares an estimate of future cash flows expected to
result from the use of the asset and its eventual disposition. If these cash flows are less than the carrying amount of the asset, an
impairment loss is recognized to write down the asset to its estimated fair value. For the years ended June 30, 2026 and 2025, the Company
determined there were
Impairment of long-lived assets
The
Company reviews its long-lived assets, equipment, for impairment whenever events or changes in circumstances indicate the carrying amount
of an asset may not be recoverable. Recoverability of assets held and used is measured by comparison of the carrying amount of an asset
to the future undiscounted cash flows expected to be generated from the use of the asset and its eventual disposition. If such assets
are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount exceeds the fair
value of the impaired assets. Assets to be disposed of are reported at the lower of their carrying amount or fair value less cost to
sell. There was
| F-11 |
Leases
On January 1, 2022, the Company adopted Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842). The adoption of Topic 842 resulted in the presentation of right-of-use (“ROU”) assets and lease liabilities on the consolidated balance sheet. The Company’s leases consist solely of finance leases for motor vehicles in Malaysia (see Note 12), and the Company has no operating leases. The Company has elected the package of practical expedients, which allows the Company not to reassess (1) whether any expired or existing contracts as of the adoption date are or contain a lease, (2) lease classification for any expired or existing leases as of the adoption date and (3) initial direct costs for any expired or existing leases as of the adoption date. Lastly, the Company elected the short-term lease exemption for all contracts with lease terms of 12 months or less.
At inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is a lease if it conveys the right to control the use of an identified asset for a period of time in exchange for a consideration. To assess whether a contract is or contains a lease, the Company assesses whether the contract involves the use of an identified asset, whether it has the right to obtain substantially all the economic benefits from the use of the asset and whether it has the right to control the use of the asset.
The initial lease liability is equal to the future fixed minimum lease payments discounted using the Company’s incremental borrowing rate, on a secured basis. The lease term includes optional renewal periods and early termination payments when it is reasonably certain that the Company will exercise those rights. The initial measurement of the right-of-use asset is equal to the initial lease liability plus any initial direct costs and prepayments, less any lease incentives.
Income taxes
The Company accounts for income taxes using the asset and liability method whereby deferred tax assets are recognized for deductible temporary differences, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized before the Company is able to realize their benefits, or that future deductibility is uncertain.
Tax benefits from an uncertain tax position are recognized only if it more likely than not that the tax position will be sustained on examination by the taxing authorities based on technical merits of the position. The tax benefits recognized in the consolidated 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.
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. For the years ended June 30, 2026 and 2025, basic and diluted net loss per share are the same because the potential dilutive securities were anti-dilutive.
| F-12 |
Segment reporting
ASC 280, “Segment Reporting”, establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organizational structure as well as information about geographical areas, business segments and major customers in financial statements for details on the Company’s business segments.
The
Company uses the “management approach” in determining reportable operating segments. The management approach considers the
internal organization and reporting used by the Company’s chief operating decision maker (“CODM”) for making operating
decisions and assessing performance as the source for determining the Company’s reportable segments. The Company’s CODM is
the chief executive officer. The CODM regularly reviews consolidated operating results and reviews consolidated revenues and net loss
when making decisions about allocating resources and assessing performance of the segment, and hence, the Company has only
Related parties
Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control or significant influence, such as a family member or relative, shareholder, or a related corporation.
Dividends
Dividends
are recognized when declared.
Recently adopted accounting standard updates
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures(“ASU 2023-07”). The amendments in this ASU are intended to improve reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses. This ASU requires disclosure of significant segment expenses that are regularly provided to the chief operating decision mark (“CODM”), an amount for other segment items by reportable segment and a description of its composition, all annual disclosures required by FASB ASU Topic 280 in interim periods as well, and the title and position of the CODM and how the CODM uses the reported measures. Additionally, this ASU requires that at least one of the reported segment profit and loss measures should be the measure that is most consistent with the measurement principles used in an entity’s financial statements. Lastly, this ASU requires public business entities with a single reportable segment to provide all disclosures required by these amendments in this ASU and all existing segment disclosures in Topic 280. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company has adopted ASU 2023-07 on July 1, 2024. As a result of adoption, the required disclosures have been included in Note 2 and Note 13.
| F-13 |
Recently accounting pronouncements
In December 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”), which requires entities to make incremental income tax disclosures on an annual basis. The amendments require that public business entities disclose specific categories in the rate reconciliation and provide additional information for reconciling items meeting a quantitative threshold. The amendments also require disclosure of income taxes paid to be disaggregated by jurisdiction, and the disclosure of income tax expense disaggregated by federal, state, and foreign. Amendments are effective for annual periods beginning after December 15, 2025 and thereafter, with early adoption permitted. The Company is currently evaluating the impact from the adoption of this ASU on its financial statements.
In November 2024, the FASB issued ASU 2024-03 “Income Statement—Reporting comprehensive (loss) income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses” (“ASU 2024-03”). The amendments in this update intend to improve the disclosures about a public business entity’s expenses and address requests from investors for more detailed information about the types of expenses (including purchases of inventory, employee compensation, depreciation, amortization, and depletion) in commonly presented expense captions (such as cost of sales, selling, general and administrative expenses, and research and development). ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027. The Company is currently evaluating the impact from the adoption of this ASU on its financial statements.
In January 2025, the FASB issued Accounting Standards Update (ASU) No. 2025-01, Income Statement — Reporting comprehensive (loss) income — Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date. The amendment clarifies the effective date of ASU No. 2024-03 that all public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption of Update 2024-03 is permitted. The Company is currently evaluating the impact of the above new accounting pronouncements or guidance on the financial statements.
In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Accounting for and Disclosure of Software Costs (“ASU 2025-06”), which amends certain aspects of the accounting for and disclosure of internal-use software costs. ASU 2025-06 is effective for annual reporting periods beginning with the year ending December 31, 2028, with early adoption permitted. The Company is currently evaluating the impact of the above new accounting pronouncements or guidance on the financial statements.
Except as mentioned above, the Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the consolidated balance sheets, consolidated statements of operations and comprehensive loss, or consolidated statements of cash flows.
| F-14 |
NOTE 3 – Concentration
Concentration of customers
Revenues.
For the year ended June 30, 2026,
Accounts
receivable. As of June 30, 2026,
Concentration of suppliers
Purchases
from vendors. For the year ended June 30, 2026,
Accounts Payable. As of June 30, 2026, accounts payable consisted
entirely of related-party balances. As of June 30, 2025, related-party accounts payable represented
NOTE 4 – PREPAID EXPENSES AND OTHER CURRENT ASSETS
Prepayments and other current assets consisted of the following as of June 30, 2026 and 2025:
As of June 30, 2026 | As of June 30, 2025 | |||||||
| Prepaid expenses | $ | $ | ||||||
| Deposits | ||||||||
| Other receivables | ||||||||
| Prepayments and other current assets | ||||||||
| Allowance for Other receivables | ( | ) | ||||||
| Net value of prepaid expenses and other current assets | $ | $ | ||||||
| F-15 |
NOTE 5 – INVENTORIES
Inventories primarily consisted of the following PET (polyethylene terephthalate) materials as of June 30, 2026 and 2025:
As of June 30, 2026 | As of June 30, 2025 | |||||||
| PET flakes | $ | $ | ||||||
| PET pellets | ||||||||
| PET strap belt | ||||||||
| Other PET materials | ||||||||
| Inventories | $ | $ | ||||||
| Provision for the inventories | ( | ) | ||||||
| Net value of Inventories | ||||||||
NOTE 6 – PROPERTY, PLANT AND EQUIPMENT, NET
Property, plant and equipment, net consisted of the following as of June 30, 2026 and 2025:
As of June 30, 2026 | As of June 30, 2025 | |||||||
| Factory buildings | $ | $ | ||||||
| Factory equipment | ||||||||
| Computers | ||||||||
| Office equipment | ||||||||
| Leasehold improvements | ||||||||
| Motor vehicles | ||||||||
| Total cost | ||||||||
| Accumulated depreciation | ( | ) | ( | ) | ||||
| Carrying amount | $ | $ | ||||||
For
the years ended June 30, 2026 and 2025, depreciation expense was $
As
of June 30, 2026 and 2025, factory buildings amounting to $
| F-16 |
NOTE 7 – ACCRUED LIABILITIES AND OTHER PAYABLE
Accrued liabilities consisted of the following as of June 30, 2026 and 2025:
As of June 30, 2026 | As of June 30, 2025 | |||||||
| Accrued liabilities | $ | $ | ||||||
| Payroll and tax payable | ||||||||
| Other payables | ||||||||
| $ | $ | |||||||
Other payables included office expenses payable and the net balance of property, plant and equipment purchased from third parties.
NOTE 8 – LOAN FROM THIRD PARTY
Loan from third party consists of the following as of June 30, 2026 and 2025:
As of June 30, 2026 | As of June 30, 2025 | |||||||
| Principal | $ | $ | ||||||
| Interest | ||||||||
| Total | $ | $ | ||||||
On
January 9, 2023, the Company issued a convertible note payable to a third party for $
On
May 16, 2025, the note holder decided not to exercise their conversion right into the Company’s equity, the instrument is no longer
classified as a convertible note but is accounted for as a standard term loan bearing interest at
| F-17 |
NOTE 9– BANK LOAN PAYABLE
In
October 2022, the Company obtained a credit facility with OCBC Bank in Malaysia to provide a loan in the principal amount of MYR
In
June 2023, the credit agreement with OCBC Bank was amended to provide a second loan to the Company in the principal amount of MYR
For
the years ended June 30, 2026 and 2025, total interest expenses were $
Future minimum principal payments under the bank borrowing at June 30, 2026, are as follow:
| 2027 | $ | |||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| 2031 | ||||
| 2032 onward | ||||
| Total | ||||
| Current balance | ( | ) | ||
| Non-current balance | $ |
NOTE 10 – RELATED PARTY TRANSACTIONS
The table below sets forth major related parties of the Company and their relationships with the Company:
| Name | Relationship with the Company | |
| Luo Xiong and spouse Wo Kuk Ching and their immediate family members | Majority shareholders | |
| Empower International Trading | Shareholders | |
| Invent Fortune Sdn. Bhd | Entity controlled by Luo Xiong and spouse Wo Kuk Ching | |
| TLC Global International Trading | Entity controlled by Wong Ching Wing, daughter of Luo Xiong and Wo Kuk Ching |
| F-18 |
As of June 30, 2026 and 2025, the amount due from (due to) related parties consisted of:
| Nature | As of June 30, 2026 | As of June 30, 2025 | ||||||||
| Account payable to Invent Fortune Sdn. Bhd. (1) | Raw material payables | $ | ( | ) | $ | ( | ) | |||
| Payable to Luo Xiong and Wo Kuk Ching | Loan | ( | ) | ( | ) | |||||
| Payable to Empower International Trading | Loan | ( | ) | ( | ) | |||||
| Payable to TLC Global International Trading | Equipment purchase payable | ( | ) | |||||||
| Total due to related parties | $ | ( | ) | $ | ( | ) | ||||
| (1) |
The amounts payable to related parties are unsecured, non-interest bearing, and payable on demand. The Company has the right to offset amounts with related parties under common control.
In addition to the related party balances above, the Company has the following significant related party transactions incurred as below:
| For the Years Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Purchase from Invent Fortune Sdn. Bhd | $ | $ | ||||||
NOTE 11 – INCOME TAXES
The
Company is incorporated in the State of Nevada and is subject to U.S. federal income taxes on its worldwide taxable income. The Company
is subject to U.S. federal income tax at a statutory rate of
The
Company’s Malaysian subsidiaries are subject to Malaysian corporate income tax at the applicable statutory rate of
The current and deferred components of income tax expense reflected in the statements of operations and comprehensive loss were nil for the year ended June 30, 2026 and 2025.
| F-19 |
The
following table reconciles the statutory rate to the Company’s effective tax rate. The effective tax rate reconciliation is based
on the U.S. federal statutory rate of
| For the Years Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Loss from continuing operations before income tax: | $ | ( | ) | $ | ( | ) | ||
| % | % | |||||||
| ( | ) | ( | ) | |||||
| Foreign tax rate difference | ( | ) | ||||||
| Permanent difference | ( | ) | ||||||
| Change in valuation allowance | ||||||||
| Income tax expense | $ | $ | ||||||
The
Company’s effective income tax rate was
The principal components of deferred tax assets and deferred tax liabilities were as follows:
| As of June 30, | ||||||||
| 2026 | 2025 | |||||||
| Components of deferred tax assets: | ||||||||
| Net operating loss carry forwards | $ | $ | ||||||
| Gross deferred tax assets | ||||||||
| Less: valuation allowance | ( | ) | ||||||
| Net deferred tax asset | $ | $ | ||||||
The changes in valuation allowance for the years ended June 30, 2026 and 2025 are as follows:
| For the Years Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Balance at the beginning of the year | $ | $ | ||||||
| Additions | ( | ) | ||||||
| Balance at the end of the year | $ | ( | ) | $ | ||||
| F-20 |
As
of June 30, 2026, the Company had net operating loss carryforwards (“NOLs”) of $
As
of June 30, 2026, the Company’s Malaysian subsidiaries had net operating loss carryforwards of $
The Company recognizes deferred tax assets if it is more likely than not that those deferred tax assets will be realized. Management reviews deferred tax assets periodically for recoverability and makes estimates and judgments regarding the expected geographic sources of taxable income in assessing the need for a valuation allowance to reduce deferred tax assets to their estimated realizable value. Realization of the Company’s deferred tax assets is dependent upon future earnings, if any, the timing and amount of which are uncertain.
The
Company had
NOTE 12 – LEASES
As of June 30, 2026 and 2025, the Company had two finance leases for motor vehicles in Malaysia.
As of June 30, 2026 | As of June 30, 2025 | |||||||
| Right-of-use assets-finance leases | ||||||||
| Total right-of-use assets | $ | $ | ||||||
| Finance lease liabilities – current | ||||||||
| Finance lease liabilities – non-current | ||||||||
| Total lease liabilities | $ | $ | ||||||
The components of lease expense and supplemental cash flow information related to leases for the years ended June 30, 2026 and 2025 are as follows:
| Other information for the year ended | As of June 30, 2026 | As of June 30, 2025 | ||||||
| Cash paid for amounts included in the measurement of lease liabilities | ||||||||
| Cash payments for finance leases | ||||||||
| Weighted average remaining lease term (in years) | ||||||||
| Finance leases | ||||||||
| Weighted average discount rate | ||||||||
| Finance leases | % | % | ||||||
| F-21 |
The undiscounted future minimum payments under the Company’s finance lease liabilities and reconciliation to the finance lease liabilities recognized on the consolidated balance sheet as of June 30, 2026 are as follows:
| Finance lease | ||||
| Year ending | ||||
| 2027 | $ | |||
| 2028 | ||||
| 2029 | ||||
| Total lease payment | ||||
| Less: Imputed interest | ( | ) | ||
| Total lease liabilities | $ | |||
NOTE 13 – SEGMENT INFORMATION
The Company manages its business in a centralized manner and operates as a single segment and accordingly has only one operating and reportable segment. The Company’s Chief Executive Officer serves as the CODM. The CODM regularly reviews entity-wide operating results and reviews consolidated revenues and net loss as reported in the statement of operations and comprehensive loss when making decisions about allocating resources and assessing performance of the segment, and hence, the Company has only one reportable segment.
The primary measures of segment revenue and profitability for the Company’s operating segment are considered to be consolidated revenue and net loss. The CODM uses consolidated revenue to assess market performance and growth, and net loss to evaluate segment profitability and cost management. Both measures are used together to allocate resources, including employee or capital resources. Significant expense categories regularly provided to and reviewed by the CODM include those presented in the statements of operations and comprehensive loss as well as disaggregated expenses of cost of revenues and general and administrative expenses.
The following table presents the segment information of the Company for the measurement of segment profitability for the years ended June 30, 2026 and 2025:
| For the Years Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Revenues | $ | $ | ||||||
| Cost of revenues | ( | ) | ( | ) | ||||
| Gross loss | ( | ) | ( | ) | ||||
| Operating expenses: | ||||||||
| General and administrative expenses | ( | ) | ( | ) | ||||
| Operating expenses | ( | ) | ( | ) | ||||
| Loss from operations | ( | ) | ( | ) | ||||
| Other expenses, net | ( | ) | ( | ) | ||||
| Loss before income tax expense | ( | ) | ( | ) | ||||
| Income tax expense | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
Substantially all of the Company’s long-lived assets and revenues are located in Malaysia.
| F-22 |
NOTE 14 — COMMITMENTS AND CONTINGENCIES
From time to time, the Company and its subsidiaries are parties to various legal actions arising in the ordinary course of business. The Company accrues costs associated with these matters when they become probable and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred. The Company also disclosed finance lease commitments in Note 12.
NOTE 15 – SUBSEQUENT EVENT
The Company evaluated all events and transactions that occurred after June 30, 2026, up through September 28, 2026, which is the date that these financial statements are issued, unless as disclosed elsewhere and below, no other material subsequent events occurred that would require recognition or disclosure in the Company’s financial statements.
On
August 7, 2026, the Company entered into SPAs to acquire all of the equity interests of
Invent Fortune Sdn. Bhd. for shares of the Company’s common stock, and
As of the date that these financial statements are issued, the transaction has not yet been completed.
| F-23 |