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

Date of Report (Date of earliest event reported): ~~July~~February 1911, ~~2024~~2026

SINO GREEN LAND CORPORATION

(Exact name of registrant as specified in its charter)

Nevada

000-53208

54-0484915

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(I.R.S. Employer

Identification Number)

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

43500 Semenyih, Selangor, Malaysia

(Address of principal executive offices, including zip code)

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $.0001 par value	SGLA	OTC Markets
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 (§230.405 of this chapter) or Rule 12b–2 of the Securities Exchange Act of 1934 (§ 240.12b–2 of this chapter).

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 41.01 ~~Changes~~Entry inInto ~~Registrant’s~~a ~~Certifying~~Material ~~Accountant~~Definitive Agreement.

~~Dismissal~~Subscription ~~of Independent Registered Public Accounting Firm~~Agreement

On ~~July~~February 1911, ~~2024~~2026, Sino Green Land ~~Corporation~~Corporationo Capital Corp. (the “Company”) ~~dismissed~~entered ~~Weinberg~~into &a ~~Company,~~subscription ~~P.A.~~agreement (the “~~Weinberg~~Subscription Agreement”) with individual investors identified in the Subscription Agreement (the “Purchaser”) asproviding for the private placement of 193,500 shares of the Company’s ~~independent~~common ~~registered~~stock, ~~public~~par ~~accounting~~value ~~firm~~$0.001 ~~effective~~(the ~~July~~“Common 19Stock”), at ~~2024.~~a ~~The~~per ~~decision~~share topurchase ~~dismiss~~price ~~Weinberg was~~of ~~approved~~$1.00 by (the ~~Company’s~~“Offering”) ~~Board~~or aggregate gross proceeds of ~~Directors~~$193,500. The Offering closed on February 11, 2026.

The ~~reports~~issuance of ~~Weinberg~~shares onof Common Stock pursuant to the ~~Company’s~~Subscription ~~financial~~Agreements ~~statements~~was asmade ofin ~~and~~reliance ~~for~~upon the ~~six-month~~exemptions ~~transition~~from ~~period~~registration afforded ~~ended~~by ~~June~~Section 304(a)(2) of the Securities Act of 1933, ~~2023~~as amended, (the “Securities Act”) and Regulation D and/or Regulation ~~the~~S ~~fiscal~~promulgated ~~year~~under ~~ended~~the ~~December~~Securities ~~31,~~Act. ~~2022,~~The ~~did~~Company ~~not~~believes ~~contain~~the anexemptions ~~adverse~~provided ~~opinion~~by orSection 4(a)(2) ~~disclaimer~~and ofRegulation ~~opinion~~D, and/or Regulation S of the Securities Act were available because the offering did not ~~qualified~~involve ora ~~modified as~~public tooffering ~~uncertainty,~~and ~~audit~~each ~~scope~~of orthe ~~accounting~~Purchasers ~~principles,~~in ~~except~~the ~~for~~Offering represented that it is an ~~explanatory~~“accredited ~~paragraph~~investor” ~~regarding~~within the ~~existence~~meaning of ~~substantial~~Rule ~~doubt about~~501(a) ~~the~~of ~~Company’s~~Regulation ~~ability~~D toand/or ~~remain~~is not a ~~going~~“U.S. person” ~~concern~~as defined in Regulation S.

~~During~~No ~~the~~underwriters ~~six-month transition period ended June 30, 2023, and the fiscal year ended December 31, 2022, and through the date of this Current Report on Form 8-K, there~~ were ~~no:~~involved ~~(1) disagreements (as described~~ in ~~Item 304(a)(1)(iv) of Regulation S-K) between~~ the ~~Company~~offer and ~~Weinberg on~~sale ~~any matter~~ of ~~accounting~~the ~~principles~~Common orStock ~~practices, financial statement disclosure, or auditing scope or procedures, which disagreements if not resolved to Weinberg’s satisfaction would have caused them to make reference~~ in ~~connection~~the ~~with~~Offering. ~~their~~We ~~opinion~~plan to use the ~~subject matter~~proceeds of the ~~disagreement,~~Offering orfor operating ~~(2) reportable events (as described in Item 304(a)(1)(v) of Regulation S-K)~~capital.

WeItem ~~have~~3.02 ~~provided~~Unregistered ~~Weinberg~~Sale ~~with a copy~~ of ~~the~~Equity ~~foregoing disclosures and have requested that Weinberg provide a letter addressed to the~~ Securities ~~& Exchange Commission stating whether it agrees with the disclosure contained herein and, if not, stating the respects in which it does not agree~~. ~~A copy of Weinberg’s letter, dated July 19, 2024, is filed as Exhibit 16.1 to this Current Report on Form 8-K.~~

~~Appointment~~The ofinformation ~~new~~contained ~~Independent~~above ~~Registered~~under ~~Public~~Item ~~Accounting~~1.01, ~~Firm~~to the extent applicable, is hereby incorporated by reference herein.

On July 19, 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 9.01 Financial statements and Exhibits

Exhibit Number		Exhibit Description
16.1		Letter to SEC from Weinberg & Company, P.A.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

(d) Exhibits.

Exhibit Number		Exhibit Description
10.1		Form of Subscription Agreement
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: ~~July~~February 1911, ~~2024~~2026

	SINO GREEN LAND CORPORATION

	By:	/s/ Wong Ching Wing
	Name:	Wong Ching Wing
	Title:	Chief Executive Officer

Filing Compare · Sino Green Land Corp.