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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
September
30, 2026
Date
of Report (Date of earliest event reported)
SINO
GREEN LAND CORPORATION
(Exact
Name of Registrant as Specified in its Charter)
| Nevada |
|
000-53208 |
|
54-0484915 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
No.
3 & 5, Jalan
Hi Tech 7/7, Kawasan
Perindustrian Hi Tech 7,
43500 Semenyih,
Selangor, Malaysia
(Address
of Principal Executive Offices, including Zip Code)
Registrant’s
telephone number, including area code: +603 8727 8732
N/A
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the
Securities Act |
| |
|
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the
Exchange Act |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
stock, $0.001 par value |
|
SGLA |
|
OTC
Markets |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. ☐
Item
1.01 Entry into a Material Definitive Agreement.
On
September 30, 2026, Sino Green Land Corporation (the “Company”) entered into a Debt-to-Equity Conversion Agreement (the “Conversion
Agreement”) with Luo Xiong and Wo Kuk Ching (together, the “L&W Creditors”), Empower International Trading Sdn.
Bhd. (the “Empower Creditor”) and Xu Liming (collectively with the L&W Creditors and the Empower Creditor, the “Creditors”).
The L&W Creditors and the Empower Creditor are controlling persons of the Company or entities controlled by controlling persons of
the Company.
Pursuant
to the Conversion Agreement, unsecured, non-interest-bearing demand loans owed by the Company to the Creditors in the aggregate principal
amount of US$2,400,528 (the “Loans”) were converted in full into an aggregate of 4,801,056 shares of the Company’s
common stock, par value US$0.001 per share, at a fixed conversion price of US$0.50 per share, as follows: 2,795,340 shares to the L&W
Creditors (US$1,397,670), 1,751,716 shares to the Empower Creditor (US$875,858) and 254,000 shares to Xu Liming (US$127,000). Upon closing
on September 30, 2026, the Loans were cancelled and extinguished in full, and each Creditor released the Company from all claims relating
to its Loan.
The
foregoing description of the Conversion Agreement is not complete and is subject to, and qualified in its entirety by reference to, the
Conversion Agreement attached as Exhibit 10.1 hereto, which is incorporated in this Item 1.01 by reference.
Item
3.02 Unregistered Sales of Equity Securities.
The
disclosure set forth in Item 1.01 hereof is hereby incorporated by reference into this Item 3.02.
The
shares of common stock were issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act
of 1933, as amended (the “Securities Act”), and/or Rule 506 of Regulation D or Regulation S promulgated thereunder, for transactions
not involving any public offering. The securities are subject to transfer restrictions and bear an appropriate restrictive legend.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 10.1 |
|
Debt-to-Equity
Conversion Agreement, dated as of September 30, 2026 |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Dated:
October 13, 2026
| |
SINO
GREEN LAND CORPORATION |
| |
|
| |
By: |
/s/
Teresa Wo |
| |
Name: |
Teresa
Wo |
| |
Title: |
Chief
Executive Officer |
