Annual Report for Fiscal Year Ending June 30, 2026 (Form 10-K)

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.

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%

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.

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.

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.

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

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.

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.

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.

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.