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Item 9A. Controls and Procedures

2011-03-31 compared with 2010-04-15 · 645 added, 1297 removed, 117 unchanged (94% of the section changed)

1 unchanged sentence

Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in

Rule 13a-15(e) under the Exchange Act) that are designed to ensure that

information that would be required to be disclosed in Exchange Act reports is

recorded, processed, summarized and reported within the time period specified in

the SECs rules and forms, and that such information is accumulated and

communicated to our management, including to our Chief Executive Officer and

Chief Financial Officer, as appropriate, to allow timely decisions regarding

required disclosure.

As required by Rule 13a-15 under the Exchange Act, our

management, including our Chief Executive Officer and Chief Financial Officer,

evaluated the effectiveness of the design and operation of our disclosure

controls and procedures as of December 31, 2009.

Based on that evaluation, our

Chief Executive Officer and Chief Financial Officer concluded that as of

December 31, 2009, and as of the date that the evaluation of the effectiveness

of our disclosure controls and procedures was completed, our disclosure controls

and procedures were effective to satisfy the objectives for which they are

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) that are designed to ensure that information that would be required to be disclosed in Exchange Act reports is recorded, processed, summarized and reported within the time period specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including to our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

As required by Rule 13a-15 under the Exchange Act, our management, including our chief executive officer and chief financial officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2010.

Based on that evaluation, our chief executive officer and chief financial officer concluded that as of December 31, 2010, and as of the date that the evaluation of the effectiveness of our disclosure controls and procedures was completed, our disclosure controls and procedures were effective to satisfy the objectives for which they are intended, as reflected in our financial statements for the years ended December 31, 2010 and 2009 which are included in this annual report, and for each of the quarters in the year ended December 31, 2010.

Internal Controls over Financial Reporting

Managements Annual Report on Internal Control over

Financial Reporting.

Our management is responsible for establishing and maintaining

adequate internal control over financial reporting, as such term is defined in

Rule 13a-15(f) of the Exchange Act.

Under the supervision and with the

participation of our management, including our Chief Executive Officer and Chief

Financial Officer, we conducted an evaluation of the effectiveness of our

internal control over financial reporting based upon the framework in Internal

ControlIntegrated Framework issued by the Committee of Sponsoring Organizations

of the Treadway Commission (COSO).

Based on that evaluation, our management

concluded that our internal control over financial reporting is effective, as of

December 31, 2009.

Management’s Annual Report on Internal Control over Financial Reporting.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) of the Exchange Act.

Under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based upon the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Based on that evaluation, our management concluded that our internal control over financial reporting are effective as of December 31, 2010.

On August 23, 2010, we concluded, after a review of the pertinent facts, that the previously issued financial statements originally contained in our annual report on Form 10-K for the years ended December 31, 2009 should not be relied upon due to the following:

We improperly allocated, for financial statement purposes, the proceeds received in connection with the April 2008 debt financing transaction and the August and December 2009 preferred stock financing transactions (collectively, “the financings”).

The restated financial statements include the effects of properly allocating the financing proceeds between (1) the debt or preferred stock, as applicable, (2) any derivative liabilities associated with warrants for the purchase of common stock, and (3) any beneficial conversion features (“BCF”), as a component of additional paid-in capital, which allow the debt and preferred stockholders to convert their investment into the Company’s common stock on favorable terms.

Due to the improper allocation of proceeds on the April 2008 debt financing which resulted in an incorrect basis for the debt, we improperly reported the loss on debt extinguishment upon its settlement in August 2009.

The debt settlement is now reported in the 2009 income statement.

Certain warrants containing variable exercise terms associated with the financings were reported as a component of paid-in capital instead of properly reflecting them as a derivative liability at fair value, with changes in fair value reported in the income statement each period.

The restated financial statements include the effects of reporting the derivative liabilities and their associated changes in value correctly.

A BCF was inappropriately recorded as a debt discount on the April 2008 financing in addition to being amortized over the subsequent 12 months with a charge to expense.

Furthermore, separate BCFs associated with the December 2009 preferred stock financings were erroneously omitted due to a misallocation of proceeds for financial statement purposes.

The restated financial statements include the effects of allocating financing proceeds to the applicable BCFs by recording a preferred stock discount with a credit to additional paid-in capital.

The discounts were then charged immediately to retained earnings as deemed preferred stock dividends pursuant to the terms of the agreement which provide immediate conversion rights.

Earnings per share has been restated to include the effects of the restated financial statements

We intend to take such steps as are necessary, including the engagement of accounting personnel with experience in US GAAP, in order that its financial controls and disclosure controls are effective.

Changes in Internal Controls over Financial Reporting.

During the fiscal year ended December 31, 2009, there were no

changes in our internal control over financial reporting identified in

connection with the evaluation performed during the fiscal year covered by this

report that has materially affected, or is reasonably likely to materially

affect, our internal control over financial reporting.

During the fiscal year ended December 31, 2010, there were no changes in our internal control over financial reporting identified in connection with the evaluation performed during the fiscal year covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

However, subsequent to year end, we determined that we need to improve our internal controls relating to the issuance of equity and financial instruments to insure that such transactions are properly accounted for.

Attestation Report

This annual report does not include an attestation report of

our independent registered public accounting firm regarding internal control

over financial reporting.

Managements report was not subject to attestation by

our registered public accounting firm pursuant to temporary rules of the

Securities and Exchange Commission that permit us to provide only managements

report in this annual report.

Authorization

Our Chairman, Anson Yin Ming Fong, has executed the

certifications attached as exhibits hereto in his capacity as our principal

executive officer, as our Chief Executive Officer is currently unable to fulfill

such duties due to illness.

This annual report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting.

Management’s report was not subject to attestation by our registered public accounting firm.

Other Information

Directors and Executive Officers

Information required under this Item will be contained in our

definitive information statement or in an amendment to this Annual Report on

Form 10-K, which will be filed within 120 days of December 31, 2009, our most

recent fiscal year end, and is incorporated herein by reference.

Executive Compensation

Information required under this Item will be contained in our

definitive information statement or in an amendment to this Annual Report on

Form 10-K, which will be filed within 120 days of December 31, 2009, our most

recent fiscal year end, and is incorporated herein by reference.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL

OWNERS AND MANAGEMENT

Information required under this Item will be contained in our

definitive information statement or in an amendment to this Annual Report on

Form 10-K, which will be filed within 120 days of December 31, 2009, our most

recent fiscal year end, and is incorporated herein by reference.

CERTAIN RELATIONSHIPS AND RELATED

TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Information required under this Item will be contained in our

definitive information statement or in an amendment to this Annual Report on

Form 10-K, which will be filed within 120 days of December 31, 2009, our most

recent fiscal year end, and is incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management

Certain Relationships And Related Transactions, and Director Independence

Principal Accounting Fees and Services

Information required under this Item will be contained in our

definitive information statement or in an amendment to this Annual Report on

Form 10-K, which will be filed within 120 days of December 31, 2008, our most

recent fiscal year end, and is incorporated herein by reference.

Information required under Part III (Items 10, 11, 12, 13 and 14) is incorporated by reference to our definitive proxy statement or information statement which will be filed within 120 days of our fiscal year end.

Exhibits, Financial Statement Schedules

Financial Statements of Business

Filed herewith are the following:

Audited consolidated financial statements of Organic Region

Group Limited for the fiscal years ended December 31, 2009 and 2008.

Share Exchange Agreement, dated

January 15, 2009, among the registrant, Organic Region Group Limited and

its subsidiaries and shareholders.

Articles of Incorporation of the registrant, as

Bylaws of the registrant

adopted on March 11, 2008.

Certificate of Designation of the Series A

Convertible Preferred Stock.

Piggyback Registration Rights

Agreement, dated January 15, 2009, by and among the registrant, Michael

Friess and Sanford Schwartz.

Redemption Agreement, dated January 15, 2009,

by and among the registrant, Michael Friess and Sanford Schwartz.

Form of Convertible Promissory

Note issued by the registrant, dated January 15, 2009.

Form of Convertible Promissory Note issued by

Organic Region Group Limited, dated April 23, 2008.

Form of Warrant issued by

Organic Region Group Limited, dated April 23, 2008.

Form of Warrant issued by Sino Green Land

Corporation, dated August 3, 2009.

Form of Series A Warrant issued

by Sino Green Land Corporation, dated August 7, 2009.

Form of Series B Warrant issued by Sino Green

Land Corporation, dated August 7, 2009.

Indemnification Agreement,

dated January 15, 2009, by Michael Friess and Sanford Schwartz in favor of

the registrant and Organic Region Group Limited and its subsidiaries and

shareholders.

Form of Securities Purchase Agreement, dated

April 23, 2008.

Consulting Services Agreement,

dated January 1, 2005, between Organic Region Group Limited and Mr.

Luo (English Translation).

Director Agreement, dated February 15, 2008,

between Organic Region Group Limited and Mr.

Anson Yiu Ming Fong.

Director Agreement, dated

January 5, 2004, between Organic Region Group Limited and Mr.

Director Agreement, dated November 22, 2007,

between Organic Region Group Limited and Mr.

Chi Ming Leung.

Executive Employment Agreement,

dated September 1, 2007, between Organic Region Group Limited and Mr.

Executive Employment Agreement, dated September

1, 2007, between Organic Region Group Limited and Mr.

Executive Employment Agreement,

dated September 1, 2007, between Organic Region Group Limited and Ms.

Luochuan Apple Land Lease and Joint Development

Contract, dated May 4, 2004, between Guangzhou Organic Region Agriculture

and the Apple Association of Kuibai Town, Luochuan County (English

Translation).

Luochuan Apple Land Lease

Cooperation Development Contract, dated October 29, 2007, between

Guangzhou Organic Region Agriculture Ltd.

and the Apple Association of

Kuibai Town, Luochuan County (English Translation).

Wanqingsha Emperor Banana Land Lease

Cooperation Development Contract, dated October 17, 2006, between

Guangzhou Organic Region Agriculture Ltd.

and the Fruits Association of

Wanqingsha Town, Nansha District of Guangzhou (English Translation).

Wanqingsha Emperor Banana Land

Lease Cooperation Development Contract, dated January 3, 2008, between

Guangzhou Organic Region Agriculture Ltd.

and the Fruits Association of

Wanqingsha Town, Nansha District of Guangzhou (English Translation).

Guangxi Tangerine Land Lease Cooperation

Development Contract, dated October 12, 2005, between Guangzhou Organic

Region Agriculture Ltd.

Share Exchange Agreement, dated January 15, 2009, among the registrant, Organic Region Group Limited and its subsidiaries and stockholders.

Articles of Incorporation of the registrant, as amended.

Bylaws of the registrant adopted on March 11, 2008.

Certificate of Designation of the Series A Convertible Preferred Stock.

Piggyback Registration Rights Agreement, dated January 15, 2009, by and among the registrant, Michael Friess and Sanford Schwartz.

Redemption Agreement, dated January 15, 2009, by and among the registrant, Michael Friess and Sanford Schwartz.

Form of Convertible Promissory Note issued by the registrant, dated January 15, 2009.

Form of Convertible Promissory Note issued by Organic Region Group Limited, dated April 23, 2008.

Form of Warrant issued by Organic Region Group Limited, dated April 23, 2008.

Form of Warrant issued by Sino Green Land Corporation, dated August 3, 2009.

Form of Series A Warrant issued by Sino Green Land Corporation, dated August 7, 2009.

Form of Series B Warrant issued by Sino Green Land Corporation, dated August 7, 2009.

Indemnification Agreement, dated January 15, 2009, by Michael Friess and Sanford Schwartz in favor of the registrant and Organic Region Group Limited and its subsidiaries and stockholders.

Form of Securities Purchase Agreement, dated April 23, 2008.

Guangxi Tangerine Land Lease Cooperation Development Contract, dated October 12, 2005, between Guangzhou Organic Region Agriculture Ltd.

and Guangxi Wanshanhong Fruits Co., Ltd.

Translation).

Guangzhou City Panyu District

Premises Lease Contract, dated December 12, 2007, between Guangzhou Panyu

District Guang Lv Industrial Co.

and Guangzhou Organic Region

Agriculture Ltd.

(English Translation).

Supplementary Agreement to Premises Lease

Agreement between Guangzhou Panyu District Guang Lv Industrial Co.

Guangzhou City Panyu District Premises Lease Contract, dated December 12, 2007, between Guangzhou Panyu District Guang Lv Industrial Co.

and Guangzhou Organic Region Agriculture Ltd.

(English Translation).

Transfer Agreement of Patent

Application Right, January 10, 2009, by and among Guangzhou Organic Region

Agriculture Ltd., Mr.

Xiong Luo and Mr.

Anson Yiu Ming Fong (English

Translation).

Director Agreement, between Sino Green Land

Corporation and Jeremy Goodwin, dated February 2, 2009.

Form of Common Stock and

Warrant Purchase Agreement, dated as of August 3, 2009, between Sino Green

Land Corporation and the investors.

Form of Common Stock and Warrant Purchase

Agreement, dated as of August 3, 2009, between Sino Green Land Corporation

and the investors.

Form of Common Stock and

Warrant Purchase Agreement, dated as of August 7, 2009, between Sino Green

Land Corporation and the investors.

Letter from Schumacher & Associates, Inc.,

regarding change in certifying accountant.

Supplementary Agreement to Premises Lease Agreement between Guangzhou Panyu District Guang Lv Industrial Co.

and Guangzhou Organic Region Agriculture Ltd.

(English Translation).

Transfer Agreement of Patent Application Right, January 10, 2009, by and among Guangzhou Organic Region Agriculture Ltd., Mr.

XiongLuo and Mr.

Anson Yiu Ming Fong (English Translation).

Director Agreement, between Sino Green Land Corporation and Jeremy Goodwin, dated February 2, 2009.

Form of Common Stock and Warrant Purchase Agreement, dated as of August 3, 2009, between Sino Green Land Corporation and the investors.

Form of Common Stock and Warrant Purchase Agreement, dated as of August 7, 2009, between Sino Green Land Corporation and the investors.

Form of Warrant Purchase Agreement, dated November 30, 2010, by and between the Company and the warrant holder

Employment agreement dated October 8, 2010 between Xiong Luo and the Company.

Employment agreement dated November 5, 2010 between Huasong Sheen Shen and the Company

Employment agreement dated October 1, 2010 between Yan Pan and the Company

Common stock purchase agreement dated December 12, 2010 between the Company and Nemeth Chang Discretionary Trust

Agreement among the Company and certain contractors, dated January 31,2011

Two forms of common stock purchase agreements dated May 27, 2010 between the Company and certain investors

Director agreement dated July 1, 2010 between the Company and Chan Kin Hang Danvil

Director agreement dated July 1, 2010 between the Company and Karen Tse.

Subsidiaries of the registrant.*

Certification of Chief Executive Officer,

pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *

Certification of Chief

Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of

Certification of Chief Executive Officer,

pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of

the Sarbanes-Oxley Act of 2002 *

Certification of Chief

Executive Officer, pursuant to 18 U.S.C.

Section 1350, as adopted pursuant

to Section 906 of the Sarbanes-Oxley Act of 2002 *

*Filed Herewith

(1) Incorporated by reference to the

exhibit of the same number to the Companys Current Report on Form 8-K filed on

January 21, 2009.

(2) Incorporated by reference to

Exhibit 3.1 to the Company's Registration Statement on Form 8-K/A filed on April

(3) Incorporated by reference to

Exhibit 10.1 to the Company's Current Report on Form 8-K filed on February 5,

(4) Incorporated by reference to

Exhibits 4.1, 10.1, and 10.2 to the Company's Current Report on Form 8-K/A filed

on August 7, 2009.

(5) Incorporated by reference to

Exhibits 3.1, 4.1, 4.2, and 10.1 to the Company's Current Report on Form 8-K

filed on August 13, 2009.

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.

April 15, 2010

Certification of Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *

Certification of Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *

Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *

*Included herewith

Incorporated by reference to the Company’s Current Report on Form 8-K filed on January 21, 2009.

Incorporated by reference to the Company's Registration Statement on Form 8-K/A filed on April 21, 2009.

Incorporated by reference to the Company's Current Report on Form 8-K filed on February 5, 2009.

Incorporated by reference to the Company's Current Report on Form 8-K/A filed on August 7, 2009.

Incorporated by reference to the Company's Current Report on Form 8-K filed on August 13, 2009.

Incorporated by reference to the Company’s Current Report on Form 8-K filed on December 10, 2010

Incorporated by reference to the Company’s Current Report on Form 8-K filed on November 12, 2010

Incorporated by reference to the Company’s Current Report on Form 8-K filed on December 28, 2010

Incorporated by reference to the Company’s Current Report on Form 8-K filed on February 4, 2010

Incorporated by reference to the Company’s Current Report on Form 8-K filed on May 28, 2010

Incorporated by reference to Amendment No.

3 to the Company’s registration statement on Form S-1, File No.

333-164006, which was filed on August 4, 2010

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.

March 31, 2011

SINO GREEN LAND CORPORATION

/s/ Anson Yiu Ming

Anson Yiu Ming Fong

Chairman of the Board

Pursuant to the requirements of the Securities Act of 1934,

this report has been signed below by the following persons on behalf of the

registrant and in the capacities on the dates indicated.

/s/ Anson Yiu Ming

Chairman of the Board

April 15, 2010

Anson Yiu Ming Fong

/s/ Xiong Luo

Chief Executive Officer and President

Pursuant to the requirements of the Securities Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities on the dates indicated.

The person whose signature appears below constitutes and appoints Xiong Luo his true and lawful attorney-in-fact, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this registration statement and to sign a registration statement pursuant to Section 462(b) of the Securities Act of 1933, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

/s/ Xiong Luo

Chief Executive Officer and President

March 31, 2011

(Principal Executive Officer)

/s/ Yong Qing Ma

/s/ Huasong Sheena Shen

Chief Financial Officer

April 15, 2010

(Principal Financial and

Accounting Officer)

/s/ Xiong Luo

Chief Operating Officer

April 15, 2010

/s/ Jeremy Goodwin

April 15, 2010

March 31, 2011

Huasong Sheena Shen

(Principal Financial and Accounting Officer)

March 31, 2011

Jeremy Goodwin

/s/ Danvil Kin Hang Chan

March 31, 2011

Danvil Kin Hang Chan

/s/ Karen Tse

March 31, 2011

SINO GREEN LAND CORPORATION AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2009

Report of Independent Registered Public

Accounting Firm

Consolidated Balance Sheets for the years ended as at

December 31, 2009 and December 31, 2008

Consolidated Statements of Income for the

years ended as at December 31, 2009 and 2008

Consolidated Statements of Stockholders Equity for the

year ended December 31, 2009 and 2008

Consolidated Statements of Cash Flows for

the years ended as at December 31, 2009 and 2008

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Accounting Firm

Consolidated Balance Sheets as at December 31, 2010 and December 31, 2009 (Restated)

Consolidated Statements of Income for the years ended as at December 31, 2010 and 2009 (Restated)

Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2010 and 2009 (Restated)

Consolidated Statements of Cash Flows for the years ended as at December 31, 2010 and 2009 (Restated)

Notes to Consolidated Financial Statements

Report of Independent Registered Public Accounting

Report of Independent Registered Public Accounting Firm

Board of Directors and Stockholders of

Sino Green Land Corp

and Subsidiaries

We have audited the accompanying consolidated balance sheets of

Sino Green Land Corp and Subsidiaries as of December 31, 2009 and 2008, and the

related consolidated statements of income, stockholders' equity, and cash flows

for the two years period ended December 31, 2009.

These consolidated financial

statements are the responsibility of the Company's management.

responsibility is to express an opinion on these consolidated financial

statements based on our audits.

We conducted our audits in accordance with the standards of the

Public Company Accounting Oversight Board (United States).

Those standards

require that we plan and perform the audit to obtain reasonable assurance about

whether the consolidated financial statements are free of material misstatement.

An audit includes examining, on a test basis, evidence supporting the amounts

and disclosures in the financial statements.

An audit also includes assessing

the accounting principles used and significant estimates made by management, as

well as evaluating the overall consolidated financial statement presentation.

believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred

to above present fairly, in all material respects, the consolidated financial

position of Sino Green Land Corp and Subsidiaries as of December 31, 2009 and

2008, and the results of their operations and their cash flows for the two years

period ended December 31, 2009, in conformity with U.S.

generally accepted

accounting principles.

Sino Green Land Corporation and Subsidiaries

We have audited the accompanying consolidated balance sheets of Sino Green Land Corporation and Subsidiaries as of December 31, 2010 and 2009 (restated), and the related consolidated statements of income, stockholders' equity, and cash flows for the two years period ended December 31, 2010.

These consolidated financial statements are the responsibility of the Company's management.

Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement.

An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.

An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation.

We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Sino Green Land Corporation and Subsidiaries as of December 31, 2010 and 2009, and the results of their operations and their cash flows for the two years period ended December 31, 2010, in conformity with U.S.

generally accepted accounting principles.

As discussed in Note 13, the 2009 consolidated financial statements have been restated to correct misstatements.

/s/ Kabani & Company, Inc.

Certified Public

Certified Public Accountants

Los Angeles, California

April 12, 2010

SINO GREEN LAND

CORP AND SUBSIDIARIES

BALANCE SHEETS

AS OF DECEMBER

31, 2009 AND 2008

March 31, 2011

SINO GREEN LAND CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

AS OF DECEMBER 31, 2010 AND 2009 (RESTATED)

Current Assets

Cash and cash equivalents

receivable, net

Accounts receivable, net

Due from related parties

Advances-current portion

Other current

Other current assets

Total Current Assets

Equipment, net

Property and Equipment, net

Intangible Assets, net

Long-term Prepayments

LIABILITIES AND

SHAREHOLDERS' EQUITY

Accounts payable and accrued

Advances from

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities

Accounts payable and accrued expenses

Advances from customers

Due to related parties

Shares to be issued as stock compensation

Shares to be issued

Derivative liability

Total Current Liabilities

Shareholders' Equity

Preferred stock,

$0.001 par value, 20,000,000 shares authorized,

1,650,000 and 0 share issued and outstanding as of

December 31, 2009 and 2008

Stockholders' Equity

Preferred stock, par value $0.001 per shares, 20,000,000 shares authorized,

of which 2,000,000 are designated as series A preferred stock, with 1,409,858 and

1,650,000 shares issued and outstanding December 31, 2010 and 2009, respectively

Common stock, $0.001 par value, 780,000,000

780,000,000 shares authorized, 104,943,337 and

81,648,554 issued and outstanding as of December 31,

2009 and 2008

Paid-in capital

shares authorized, 157,793,840 and 104,943,337 issued and outstanding as of December 31, 2010 and 2009, respectively

Additional Paid-in capital

Other comprehensive income

Total shareholders'

Liabilities and Stockholders' Equity

accompanying notes are integral part of these consolidated financial

SINO GREEN LAND CORP AND SUBSIDIARIES

Retained earnings

Total stockholders' equity

Total Liabilities and Stockholders' Equity

The accompanying notes are integral part of these consolidated financial statements.

SINO GREEN LAND CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

FOR THE YEARS ENDED DECEMBER 31, 2009 AND

FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009 (RESTATED)

Cost of goods sold

2 unchanged sentences

General and administrative expenses

Salary and wages

Stock compensation

Total operating expenses

2 unchanged sentences

Interest expenses, net

Beneficial conversion

feature expense

Loss on debt extinguishment

Change in derivative liability

income (expense)

Dividend required for preferred stockholders

Net income available to common

Total other expense

Deemed preferred stock dividend

Net income applicable to common stockholders

Comprehensive income:

Other comprehensive income (loss):

Foreign currency

translation gain (loss)

Foreign currency translation gain (loss)

Comprehensive income

1 unchanged sentence

Weighted average number of shares outstanding

The accompanying notes are integral part of

these consolidated financial statements.

GREEN LAND CORP AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF SHAREHOLDERS'

YEARS ENDED DECEMBER 31, 2009, 2008 AND 2007

The accompanying notes are integral part of these consolidated financial statements.

SINO GREEN LAND CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009 (RESTATED)

Preferred Stock

Comprehensive

Additional Paid In Capital

Other Comprehensive Income

Retained Earnings

Stockholders’

Balance as of

December 31, 2007

Contribution by a shareholder

Foreign currency

translation gain

Net income for the year ended

December 31, 2008

Balance as of

December 31, 2008

Recapitalization due to reverse

preferred stock

Balance as of December 31, 2008 (Restated)

Recapitalization due to reverse acquisition

Issuance of preferred stock

Issuance of common stock

Warrant expenses

Foreign currency translation

required for preferred stockholders

Net income for the year ended

December 31, 2009

Balance as of

December 31, 2009

SINO GREEN LAND CORP AND

CONSOLIDATED STATEMENTS OF CASH

FOR THE YEARS ENDED DECEMBER 31, 2009 AND

Foreign currency translation gain

Deemed dividend for preferred stock

Net income for the year ended December 31, 2009

Balance as of December 31, 2009 (Restated)

Issuance of preferred stock

Issuance of common stock

Warrant repurchased

Stock compensation

Preferred stock conversion to common

Derivative liability relass

Foreign currency translation gain

Deemed dividend for preferred stock

Net income for the year ended December 31, 2009

Balance as of December 31, 2010

The accompanying notes are integral part of these consolidated financial statements.

SINO GREEN LAND CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009 (RESTATED)

Cash flows from operating activities

Adjustments to reconcile net

income to net cash provided by operating activities

Warrant expense

Beneficial conversion feature

from debt forgiveness

Adjustments to reconcile net income to net cash

provided by (used in) operating activities

Loss on debt extinguishment

Gain from debt forgiveness

Change in derivative liability

discount (part of interest expense)

Debt discount (part of interest expense)

Shares issued as stock compensation

Decrease / (Increase) in current assets :

Accounts receivable

Other receivable

Other current assets

prepaid expense

Increase in current liabilities

Accounts payable

& accrued expense

Long-term prepaid expense

Increase / (Decrease) in current liabilities:

Accounts payable & accrued expense

Advances from customer

Shares to be issued

Other payables

provided by operating activities

Net cash provided by (used in) operating activities

Cash flows from investing activities

Acquisition of plant, property, and equipment

Acquisition of intangible assets

Net cash used in investing activities

Cash flows from financing activities

Proceeds from (payment to) issuance of convertible notes

Proceeds from issuance of preferred stock and warrants

Proceeds from issuance of common stock and warrants

Proceeds from (payments to) related parties

Net cash provided by

(used in) financing activities

Effect of exchange rate change on cash and cash

Net increase in cash and cash

Repayment of convertible notes

Net proceeds from issuance of preferred stock

Net proceeds from issuance of common stock

Repurchase of warrants

Proceeds from related parties

Net cash provided by financing activities

Effect of exchange rate change on cash and cash equivalents

Net increase / (decrease) in cash and cash equivalents

Cash and cash equivalents, beginning balance

Cash and cash equivalents, ending

Supplement disclosure of cash flow

Cash and cash equivalents, ending balance

Supplement disclosure of cash flow information

Interest expense paid

Income taxes paid

The accompanying notes are integral part of

these consolidated financial statements.

Non-cash transactions from financing and investing activities

Conversion of Preferred stock into common stock

Reclassification of derivative liability to equity

The accompanying notes are integral part of these consolidated financial statements.

SINO GREEN LAND CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

ORGANIZATION AND DESCRIPTION OF

Sino Green Land Corporation (the Company) was incorporated in

Nevada in March 2008 under the name of Henry County Plywood Corporation, as the

successor by merger to a Virginia corporation organized in May 1948 under the

On March 23, 2009, the Companys corporate name was changed to Sino

Green Land Corporation.

The Company, through its Chinese operating subsidiaries, Zhuhai

Organic Region Modern Agriculture Ltd.

(Zhuhai Organic) and Guangzhou Organic

Region Agriculture Ltd.

(Guangzhou Organic), is engaged in the wholesale

distribution, marketing and sales of premium fruits through wholesale centers

and to supermarkets in China.

On January 15, 2009, the Company entered into a share exchange

agreement with Organic Region Group Limited (Organic Region), its stockholders

and its wholly owned subsidiaries, Zhuhai Organic, Guangzhou Organic, Fuji

Sunrise International Enterprises Limited (Fuji Sunrise), Southern

International Develop Limited (Southern International) and HK Organic Region

Limited (HK Organic).

Pursuant to the share exchange agreement and a related

agreement with the Companys two former principal stockholders:

The Company issued to the former stockholders of Organic Region a total of

81,648,554 shares of common stock, constituting approximately 98% of our

outstanding stock, in exchange for all of the capital stock of Organic Region;

Our former majority stockholders sold to the Company 1,666,298 shares of

common stock, representing 50% of the then outstanding shares, for $500,000

non-interest bearing convertible promissory notes.

The Company cancelled these

As of April 27, 2009, the Company had paid the principal and accrued

interest on the notes in full and had no further obligations to the former

majority stockholders.

Prior to the closing of these transactions, the Company, then

known as Henry County Plywood Corporation, was not engaged in any business

The Company is the sole stockholder of Organic Region, a

British Virgin Islands corporation which was incorporated on January 30, 2003.

Organic Region is the sole stockholders of five limited liability companies

organized under the laws of the Peoples Republic of China, each of which is a

wholly foreign-owned entity, known as a WFOE:

Zhuhai Organic, Guangzhou Organic,

Fuji Sunrise, Southern International and HK Organic.

Under generally accepted accounting principles, the acquisition

by the Company of Organic Region is equivalent to the acquisition by Organic

Region of the Company, then known as Henry County Plywood Corporation, with the

issuance of stock by Organic Region for the net monetary assets of the Company.

This transaction is reflected as a recapitalization, and is accounted for as a

change in capital structure.

Accordingly, the accounting for the acquisition is

identical to that resulting from a reverse acquisition.

Under reverse

acquisition accounting, the comparative historical financial statements of the

Company, as the legal acquirer, are those of the accounting acquirer, Organic

The accompanying financial statements reflect the recapitalization of

the stockholders equity as if the transactions occurred as of the beginning of

the first period presented.

Thus, only the 81,648,554 shares of common stock

issued to the former Organic Region stockholders are deemed to be outstanding

for all periods reported prior to the date of the reverse acquisition.

result of the reverse acquisition effected by the share exchange agreement, the

Companys business has become the business of the Organic Region.

The 1,666,297

shares of common stock that were outstanding on January 15, 2009, net of the

1,666,298 shares that were purchased by the Company and cancelled, are treated

as if they were issued on January 15, 2009, as part of a recapitalization.

Zhuhai Organic was formed by a British Virgin Islands

corporation known as Nature Institution Group Ltd.

(NI Group) on January 3,

2004, and Guangzhou Organic was formed by NI Group on September 24, 2004.

December 31, 2007, NI Group transferred to Organic Region all of the stock of

Zhuhai Organic for $5,000,000 and all of the stock of Guangzhou Organic for no consideration since Guangzhou

Organic had negative equity.

At the time of the transfer, NI Group had made the

required capital contributions to both Zhuhai Organic and Guangzhou Organic, the

transfers were treated as transfers between related parties because, at the time

of the transfer, one of NI Groups stockholders, who held a 13.5% interest in NI

Group, was also a 50% stockholder in Organic Region.

Since the transfers were

between related parties, the assets of the acquired companies were carried at

their historical cost and the amount by which the total purchase price exceeded

the value of the assets of Zhuhai Organic and Guangzhou Organic, which was

$365,755, was recorded as deemed dividend to the stockholder in December 31,

The Company has an exclusive agreement with the Companys chief

operating officer, who is the owner and holder of the business license for

Guangzhou Greenland Co.

ORGANIZATION AND DESCRIPTION OF BUSINESS

Sino Green Land Corporation (the “Company”) was incorporated in Nevada in March 2008 under the name of Henry County Plywood Corporation, as the successor by merger to a Virginia corporation organized in May 1948 under the same name.

On March 23, 2009, the Company’s corporate name was changed to Sino Green Land Corporation.

The Company, through its Chinese operating subsidiaries and a variable interest entity, is engaged in the wholesale distribution, marketing and sales of premium fruits in China.

On January 15, 2009, the Company entered into a share exchange agreement with Organic Region Group Limited (“Organic Region”), its stockholders and its wholly owned subsidiaries, Zhuhai Organic Region Modern Agriculture Ltd.

(“Zhuhai Organic”), and Guangzhou Organic Region Agriculture Ltd.

(“Guangzhou Organic”), Fuji Sunrise International Enterprises Limited (“Fuji Sunrise”), Southern International Develop Limited (“Southern International”) and HK Organic Region Limited (“HK Organic”).

Pursuant to the share exchange agreement and a related agreement with the Company’s two former principal stockholders:

The Company issued to the former stockholders of Organic Region a total of 81,648,554 shares of common stock, constituting approximately 98% of its outstanding stock, in exchange for all of the capital stock of Organic Region;

Our former majority stockholders sold to the Company 1,666,298 shares of common stock, representing 50% of the outstanding shares, for $500,000 non-interest bearing convertible promissory notes, which were paid in 2009.

The Company has no further obligations to the former majority stockholders.

Prior to the closing of these transactions, the Company, then known as Henry County Plywood Corporation, was not engaged in any business activity.

The Company is the sole stockholder of Organic Region, a British Virgin Islands corporation which was incorporated on January 30, 2003.

Organic Region is the sole stockholders of five limited liability companies organized under the laws of the People’s Republic of China, each of which is a wholly foreign-owned entity, known as a WFOE:

Zhuhai Organic, Guangzhou Organic, Fuji Sunrise, Southern International, HK Organic, and Guangzhou Metro Green Trading Ltd.

Guangzhou Metro Green Trading Ltd, wholly owned by Southern International, was formed on March 31, 2010 and is engaged in the wholesale distribution, marketing and sales of grocery products, and real estate and consulting services in China.

Under generally accepted accounting principles, the acquisition by the Company of Organic Region is equivalent to the acquisition by Organic Region of the Company, then known as Henry County Plywood Corporation, with the issuance of stock by Organic Region for the net monetary assets of the Company.

This transaction is reflected as a recapitalization, and is accounted for as a change in capital structure.

Accordingly, the accounting for the acquisition is identical to that resulting from a reverse acquisition.

Under reverse acquisition accounting, the comparative historical financial statements of the Company, as the legal acquirer, are those of the accounting acquirer, Organic Region.

The accompanying financial statements reflect the recapitalization of the stockholders’ equity as if the transactions occurred as of the beginning of the first period presented.

Thus, only the 81,648,554 shares of common stock issued to the former Organic Region stockholders are deemed to be outstanding for all periods reported prior to the date of the reverse acquisition.

As a result of the reverse acquisition effected by the share exchange agreement, the Company’s business has become the business of the Organic Region.

The 1,666,297 shares of common stock that were outstanding on January 15, 2009, net of the 1,666,298 shares that were purchased by the Company and cancelled, are treated as if they were issued on January 15, 2009, as part of a recapitalization.

The Company has an exclusive agreement with Xiong Luo, who was, at the time the Company entered into the agreement, one of the Company’s senior executive officers and is now the chief executive officer.

Luo is and the owner and holder of the business license for Guangzhou Greenland Co.

(“Guangzhou Greenland”).

Pursuant to this

agreement, Organic Region provides consulting services, including business

operations, human resources and research and development services, to Mr.

with respect to Guangzhou Greenland to enable Guangzhou Greenland to operate the

fruit trading business in China.

Pursuant to this agreement, Organic Region provides consulting services, including business operations, human resources and research and development services, to Mr.

Luo with respect to Guangzhou Greenland to enable Guangzhou Greenland to operate the fruit trading business in China.

In exchange for such services, Mr.

to pay a consulting services fee to Organic Region equal to all of the revenues

obtained by Guangzhou Greenland.

The agreement gave the Company the ability to

substantially influence Guangzhou Greenlands daily operations and financial

affairs, appoint its senior executives and approve all matters requiring

stockholder approval.

Luo also irrevocably granted the Company an exclusive

option to purchase, to the extent permitted under PRC law, all or part of the

equity interests in Guangzhou Greenland and agreed to entrust all the rights to

exercise voting power to the person appointed by the Company.

Greenland is considered a variable interest entity under ASC 810 (Originally

issued as FIN 46R), and its financial statements are included in our

consolidated financial statements.

Substantially all of the Companys revenue is

derived from the business of Guangzhou Greenland.

BASIS OF PRESENTATION AND SUMMARY OF

SIGNIFICANT ACCOUNTING POLICIES

Principle of consolidation

The accompanying consolidated financial statements include the

accounts of the Company and its wholly-owned subsidiaries, Zhuhai Organic and

Guangzhou Organic, Fuji Sunrise, HK Organic and Southern International, together

with its 100% Variable Interest Entity (VIE), Guangzhou Greenland.

significant inter-company accounts and transactions have been eliminated in

consolidation.

In accordance with ASC 810 (Originally issued as Financial

Interpretation No.

46R, Consolidation of Variable Interest Entities FIN 46R),

VIEs are generally entities that lack sufficient equity to finance their

activities without additional financial support from other parties or whose

equity holders lack adequate decision making ability.

All VIEs with which the

Company is involved must be evaluated to determine the primary beneficiary of

the risks and rewards of the VIE.

The primary beneficiary is required to

consolidate the VIE for financial reporting purposes.

On January 1, 2005, Organic Region entered into exclusive

arrangements with Mr.

Xiong Luo, who is presently the Companys chief operating

officer and who holds the business license for Guangzhou Greenland, that give

the Company the ability to substantially influence Guangzhou Greenlands daily

operations and financial affairs, appoint its senior executives and approve all

matters requiring shareholder approval.

As a result, the Company consolidates

the financial results of Guangzhou Greenland as variable interest entity

pursuant to ASC 810 (Originally issued as Financial Interpretation No.

Consolidation of Variable Interest Entities FIN 46R).

Guangzhou Greenland holds the licenses necessary to

operate its fruit trading business in China.

The Company has the exclusive privilege to purchase the

fruit and vegetables from and it provides other general business operation

services to Guangzhou Greenland in return for a consulting services fee

which is equal to Guangzhou Greenlands revenue.

Xiong Luo irrevocably granted the Company an

exclusive option to purchase, to the extent permitted under PRC law, all

or part of the equity interests in Guangzhou Greenland and agreed to

entrust all the rights to exercise his voting power to the person

appointed by the Company.

Luo agreed to pay a consulting services fee to Organic Region equal to all of the revenues obtained by Guangzhou Greenland.

The agreement gave the Company the ability to substantially influence Guangzhou Greenland’s daily operations and financial affairs, appoint its senior executives and approve all matters requiring stockholder approval.

Luo also irrevocably granted the Company an exclusive option to purchase, to the extent permitted under PRC law, all or part of the equity interests in Guangzhou Greenland and agreed to entrust all the rights to exercise voting power to the person appointed by the Company.

Guangzhou Greenland is considered a variable interest entity, and its financial statements are included in our consolidated financial statements.

Substantially all of the Company’s revenue is derived from the business of Guangzhou Greenland.

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of consolidation

The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Zhuhai Organic and Guangzhou Organic, Fuji Sunrise, HK Organic, Southern International, and Guangzhou Metro Green Trading Ltd, together with its 100% Variable Interest Entity (VIE), Guangzhou Greenland.

All significant inter-company accounts and transactions have been eliminated in consolidation.

Variable interest entities (VIE) are generally entities that lack sufficient equity to finance their activities without additional financial support from other parties or whose equity holders lack adequate decision making ability.

All VIEs with which the Company is involved must be evaluated to determine the primary beneficiary of the risks and rewards of the VIE.

The primary beneficiary is required to consolidate the VIE for financial reporting purposes.

On January 1, 2005, Organic Region entered into exclusive arrangements with Mr.

Xiong Luo, who was then the Company’s chief operating officer and has since become the Company’s chief executive officer and president, and who holds the business license for Guangzhou Greenland, that give the Company the ability to substantially influence Guangzhou Greenland’s daily operations and financial affairs, appoint its senior executives and approve all matters requiring stockholder approval.

As a result, the Company consolidates the financial results of Guangzhou Greenland as variable interest entity pursuant to ASC 810.

Guangzhou Greenland holds the licenses necessary to operate its fruit trading business in China.

The Company has the exclusive right to purchase the fruit and vegetables from and it provides other general business operation services to Guangzhou Greenland in return for a consulting services fee which is equal to Guangzhou Greenland’s revenue.

Luo irrevocably granted the Company an exclusive option to purchase, to the extent permitted under PRC law, all or part of the equity interests in Guangzhou Greenland and agreed to entrust all the rights to exercise his voting power to the person appointed by the Company.

Use of estimates

The preparation of consolidated financial statements in

conformity with accounting principles generally accepted in the United States of

America requires management to make estimates and assumptions that affect the

reported amounts of assets and liabilities and disclosure of contingent assets and

liabilities at the date of the consolidated financial statements and the amount

of revenues and expenses during the reporting periods.

Management makes these

estimates using the best information available at the time the estimates are

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the amount of revenues and expenses during the reporting periods.

Management makes these estimates using the best information available at the time the estimates are made.

However, actual results could differ materially from those results.

Cash and cash equivalents

The Company considers all cash on hand and in banks, including

accounts in book overdraft positions, certificates of deposit and other

highly-liquid investments with maturities of three months or less, when

purchased, to be cash and cash equivalents.

The Company considers all cash on hand and in banks, including accounts in book overdraft positions, certificates of deposit and other highly-liquid investments with maturities of three months or less, when purchased, to be cash and cash equivalents.

Accounts receivable

The Companys policy is to maintain reserves for potential

credit losses on accounts receivable.

Management reviews the composition of

accounts receivable and analyzes historical bad debts, customer concentrations,

customer creditworthiness, current economic trends and changes in customer

payment patterns to evaluate the adequacy of these reserves.

As of December 31,

2009 and December 31, 2008, the Company had accounts receivable, of $171,143 and

$200,731, net of allowance for bad debts in the amount of $9,244 and $9,264,

respectively.

The Company’s policy is to maintain reserves for potential credit losses on accounts receivable.

Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, customer creditworthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy of these reserves.

As of December 31, 2010 and December 31, 2009, the Company had accounts receivable, of $261,403 and $171,143, net of allowance for bad debts in the amount of $9,559 and $9,244, respectively.

Other current assets

Other current assets, valued at $343,169 as of December 31,

It included an unsecured loan receivable in the amount of $292,517, at an

interest rate of 5.31%, from an unrelated party.

This loan was due in January

2010 and relates to a loan made to the local fruit association in connection

with the construction of a seeding lab for Emperor bananas.

The loan has been

collected subsequently in March 2010.

The interest income for the year ended

December 31, 2009 was $15,524.

As of December 31, 2008, the other current assets

amounted to $58,045.

As of December 31, 2009, the Company advances amounted to

The Company provides advances to one unrelated party in return for

18 years lease starting 2010.

The advances are required to be used to construct

a multi level distribution center the Company intends to lease.

As of December

31, 2008, the advances amounted to $497,568.

As of December 31, 2009 and 2008, the Company has deposit

amounted to $365,647 and $0, respectively.

The deposit is to an unrelated party

and refundable after the expiration of the term of the lease (described in note

1.f Advances).

Inventories are valued at the lower of cost (determined on a

weighted average basis) or market value.

Management compares the cost of

inventories with market value and an allowance is provided to reduce the value

of inventories to their net market value.

Inventories consisted of produce in the amount of $9,934 and

$16,931 as of December 31, 2009 and 2008, respectively.

Other current assets as of December 31, 2010 and December 31, 2009 were valued at $114,026 and $343,169 respectively.

The other current assets mainly comprise of advances to employees and a deposit to an unrelated party in the PRC.

As of December 31, 2010, advances of the Company amounted to $4,816,467, of which $112,929 represents advance payment to an unrelated party for Guangzhou Metro Green’s farm reconstruction and $4,703,538 represents advance payments to several unrelated parties for the decoration and equipment of the building for the Company’s proposed distribution hub (MetroGreen) .

As of December 31, 2009, the Company advances amounted to $4,612,054, which represents advances to one unrelated party in return for 18 years lease starting 2010.

The advances are required to be used to construct a multi-level distribution center the Company intends to lease.

As of December 31, 2010 and December 31, 2009, the Company had lease deposits in the amounts of $487,916 and $365,647, respectively.

In 2010, $378,112 was the deposit related to the lease for the Company’s distribution warehouse (MetroGreen) and $109,804 was the deposit related to the lease of a cold storage facility.

The deposits were paid to unrelated parties and are refundable after the expiration of the term of the lease.

Inventories are valued at the lower of cost (determined on a weighted average basis) or market value.

Management compares the cost of inventories with market value and an allowance is provided to reduce the value of inventories to their net market value.

Inventories consisted of produce in the amount of $8,684 and $9,934 as of December 31, 2010 and December 31, 2009, respectively.

Property and equipment

Property and equipment are recorded at cost.

Gains or losses on

disposals are reflected as gain or loss in the year of disposal.

improvements that extend the life of plant, property, and equipment are

These capitalized costs may include structural improvements,

equipment, and fixtures.

All ordinary repair and maintenance costs are expensed

Depreciation for financial reporting purposes is provided using

the straight-line method over the estimated useful lives of the assets:

years for manufacturing machinery, 5 years for office equipment, and 5 years for

motor vehicles.

The Company applies the provisions ASC 360-10 (Originally

issued as FAS No.

.ASC 360-10 requires that long-lived assets be reviewed

for impairment whenever events or changes in circumstances indicate that the

carrying amount of an asset may not be recoverable through the estimated

undiscounted cash flows expected to result from the use and eventual disposition

of the assets.

Whenever any such impairment exists, an impairment loss will be

recognized for the amount by which the carrying value exceeds the fair value.

The Company tests long-lived assets, including property, plant

and equipment and intangible assets subject to periodic amortization, for

recoverability at least annually or more frequently upon the occurrence of an

event or when circumstances indicate that the net carrying amount is greater

than its fair value.

Assets are grouped and evaluated at the lowest level for

their identifiable cash flows that are largely independent of the cash flows of

other groups of assets.

The Company considers historical performance and future

estimated results in its evaluation of potential impairment and then compares

the carrying amount of the asset to the future estimated cash flows expected to

result from the use of the asset.

If the carrying amount of the asset exceeds

estimated expected undiscounted future cash flows, the Company measures the

amount of impairment by comparing the carrying amount of the asset to its fair

The estimation of fair value is generally measured by discounting

expected future cash flows as the rate the Company utilizes to evaluate

potential investments.

The Company estimates fair value based on the information

available in making whatever estimates, judgments and projections are considered

There was no impairment of long-lived assets for the years ended

December 31, 2009 and 2008.

Gains or losses on disposals are reflected as gain or loss in the year of disposal.

The cost of improvements that extend the life of plant, property, and equipment are capitalized.

These capitalized costs may include structural improvements, equipment, and fixtures.

All ordinary repair and maintenance costs are expensed as incurred.

Depreciation for financial reporting purposes is provided using the straight-line method over the estimated useful lives of the assets:

20 years for building, 5 years for manufacturing machinery, 3 to 5 years for office equipment, and 5 years for motor vehicles.

The Company reviews long-lived for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through the estimated undiscounted cash flows expected to result from the use and eventual disposition of the assets.

Whenever any such impairment exists, an impairment loss will be recognized for the amount by which the carrying value exceeds the fair value.

The Company tests long-lived assets, including property, plant and equipment, for recoverability at least annually or more frequently upon the occurrence of an event or when circumstances indicate that the net carrying amount is greater than its fair value.

Assets are grouped and evaluated at the lowest level for their identifiable cash flows that are largely independent of the cash flows of other groups of assets.

The Company considers historical performance and future estimated results in its evaluation of potential impairment and then compares the carrying amount of the asset to the future estimated cash flows expected to result from the use of the asset.

If the carrying amount of the asset exceeds estimated expected undiscounted future cash flows, the Company measures the amount of impairment by comparing the carrying amount of the asset to its fair value.

The estimate of fair value is generally measured by discounting expected future cash flows as the rate the Company utilizes to evaluate potential investments.

The Company estimates fair value based on the information available in making whatever estimates, judgments and projections are considered necessary.

There was no impairment of long-lived assets for the year ended December 31, 2010 and 2009.

Derivative liability

The derivative liability represents the value of warrants to purchase common stock that were issued in connection with certain debt and preferred stock offerings in 2008 and 2009.

The warrants are reported at fair value using the Black-Scholes model with changes in value reflected in earnings for the period.

Stock based compensation

Stock-based payment compensation to employees and consultants is based on the grant-date fair value of the equity instrument issued and recognized as compensation expense when issued unless the right to the shares vests over a period of time, in which case the compensation expense is recognized as the shares vest.

Stock-based compensation to directors is accrued ratably over the term of the applicable agreement.

Please see Note 8.

Preferred Stock

On May 14, 2010, the certificate of designation relating to the series A preferred stock was amended and restated to increase the number of authorized shares of series A preferred stock from 1,000,000 to 2,000,000 shares.

The financial statements at December 31, 2009 give retroactive effect to this amendment.

Deemed Preferred Stock Dividend

The Company records a deemed preferred stock dividend for the amortization of any discount arising from beneficial conversion features associated with its preferred shares.

Upon issuance, this discount is offset by a credit to additional paid-in capital, and is generally amortized over its earliest conversion period.

Due to the perpetual nature of the preferred stock and the immediate conversion rights, the full discount is reflected as a deemed preferred stock dividend upon issuance.

Revenue recognition

The Companys revenue recognition policies are in compliance

with ASC 605 (Originally issued as Staff Accounting Bulletin (SAB) 104).

revenue is recognized at the date of shipment to customers when a formal

arrangement exists, the price is fixed or determinable, the delivery is

completed, no other significant obligations of the Company exist and

collectability is reasonably assured.

Payments received before all of the

relevant criteria for revenue recognition are satisfied are recorded as unearned

Revenues from the sale of products are recognized at the point

of sale of the Companys products.

Discounts provided to customers by the

Company at the time of sale are recognized as a reduction in sales as the

products are sold.

Sales revenue is recognized at the date of shipment to customers when a formal arrangement exists, the price is fixed or determinable, the delivery is completed, no other significant obligations of the Company exist and collectability is reasonably assured.

Payments received before all of the relevant criteria for revenue recognition are satisfied are treated as unearned revenue and recorded as Advance from customers.

Discounts provided to customers by the Company at the time of sale are recognized as a reduction in sales as the products are sold.

Sales taxes are not recorded as a component of sales.

Cost of Goods Sold

The Cost of Goods Sold line item of the Consolidated

Statements of Income includes product costs and the amortization of the

long-term leases on which the produce is grown and for which the full payment

was made at the commencement of the lease.

Discounts provided to the Company by

vendors at the time of purchase are recognized as a reduction in inventory cost

as the products are delivered.

All other costs, including warehousing costs, transportation

costs, salaries, rent expense and depreciation expense, are shown separately in

Selling Expense or General and Administrative Expense in the Consolidated

Statements of Income.

The Company utilizes ASC 740 (Originally issued as SFAS No.

109, Accounting for Income Taxes), which requires the recognition of deferred

tax assets and liabilities for the expected future tax consequences of events

that have been included in the financial statements or tax returns.

method, deferred income taxes are recognized for the tax consequences in future

years of differences between the tax basis of assets and liabilities and their

financial reporting amounts at each period end based on enacted tax laws and

statutory tax rates applicable to the periods in which the differences are

expected to affect taxable income.

Valuation allowances are established, when

necessary, to reduce deferred tax assets to the amount expected to be realized.

The Company accounts for income taxes using an asset and

liability approach which allows for the recognition and measurement of deferred

tax assets based upon the likelihood of realization of tax benefits in future

Under the asset and liability approach, deferred taxes are provided for

the net tax effects of temporary differences between the carrying amounts of

assets and liabilities for financial reporting purposes and the amounts used for

income tax purposes.

A valuation allowance is provided for deferred tax assets

if it is more likely than not these items will either expire before the Company

is able to realize their benefits, or that future deductibility is uncertain.

The Company records a valuation allowance for deferred tax

assets, if any, based on its estimates of its future taxable income as well as

its tax planning strategies when it is more likely than not that a portion or

all of its deferred tax assets will not be realized.

If the Company is able to

utilize more of its deferred tax assets than the net amount previously recorded

when unanticipated events occur, an adjustment to deferred tax assets would

increase the Company net income when those events occur.

The Company does not

have any significant deferred tax asset or liabilities in the PRC tax

jurisdiction.

Income per share of common stock

Income per share of common stock is calculated in accordance

with the ASC 260 (Originally issued as Statement of Financial Accounting

standards No.

Cost of goods sold includes produce costs and the amortization of the long-term leases on which the produce is grown and for which the full payment was made at the commencement of the lease.

Discounts provided to the Company by vendors at the time of purchase are recognized as a reduction in inventory cost as the products are delivered.

All other costs, including warehousing costs, transportation costs, salaries, rent expense and depreciation expense, are shown separately in selling expense or general and administrative expense in the Consolidated Statements of Income.

The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns.

Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income.

Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

The Company accounts for income taxes using an asset and liability approach which allows for the recognition and measurement of deferred tax assets based upon the likelihood of realization of tax benefits in future years.

Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future deductibility is uncertain.

The Company records a valuation allowance for deferred tax assets, if any, based on its estimates of its future taxable income as well as its tax planning strategies when it is more likely than not that a portion or all of its deferred tax assets will not be realized.

If the Company is able to utilize more of its deferred tax assets than the net amount previously recorded when unanticipated events occur, an adjustment to deferred tax assets would increase the Company net income when those events occur.

The Company does not have any significant deferred tax asset or liabilities in the PRC tax jurisdiction.

Interest income (expense)

The following table sets forth interest income and expense for the year ended December 31, 2010 and 2009.

Interest income

Interest expense

Interest income (expense) net

Earnings per share

Income per share for all periods

presented has been restated to reflect the adoption of ASC 260.

Basic income per

share is based upon the weighted average number of common shares outstanding.

Diluted income per share is based on the assumption that all dilutive

convertible shares and stock options and warrants were converted or exercised.

Basic earnings per share is based upon the weighted average number of shares common stock outstanding.

Diluted earnings per share is based on the assumption that all dilutive convertible shares and stock options and warrants were converted or exercised.

Dilution is computed by applying the treasury stock method.

Under this method,

options and warrants are assumed to be exercised at the beginning of the period

(or at the time of issuance, if later), and as if funds obtained thereby were

used to purchase common stock at the average market price during the period.

Basic net income per share is computed by dividing net income

by the weighted average number of shares of common stock outstanding during the

Diluted income per share is computed by dividing net income by the

weighted average number of shares of common stock, common stock equivalents and

potentially dilutive securities outstanding during each period.

dilutive common shares consist of common stock issuable upon the conversion of

the outstanding shares of Series A preferred stock (using the if-converted

method) and common stock warrants (using the treasury stock method).

following table presents a reconciliation of basic and diluted net income per

share (in thousands, except per share amounts):

Years Ended December 31,

Net income available to common

Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period.

Basic earnings per share is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period.

Diluted earnings per share is computed by dividing net income by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period.

Potentially dilutive common shares consist of common stock issuable upon the conversion of the outstanding shares of Series A preferred stock (using the if-converted method) and common stock warrants (using the treasury stock method).

The following table presents a reconciliation of basic and diluted earnings per share:

Net Income available to common shareholders

Deemed Preferred Stock Dividend

Net income available to common shareholders plus assumed conversions

Weighted average shares of common stock outstanding

Diluted effect of warrants, options,

and preferred stock

Diluted effect of warrants, options, and preferred stock

Weighted average shares of common stock – diluted

Net income available per share of

common stock basic

Net income per share of common stock -- diluted

The warrants that were issued by Organic Region in April 2008

and assumed by the Company in connection with the reverse acquisition are

reflected in the number of diluted shares 117,579,469 for the year ended

December 31, 2009.

Effective August 3, 2009, the Company issued warrants to

purchase 13,612,120 shares of the Companys common stock, of which warrants to

purchase 10,145,454 shares of common stock have an exercise price of $0.11 per

share and warrants to purchase 3,466,666 of common stock have an exercise price

of $0.15 per share, each at any time and from time to time through August 3,

The average stock price for the years ended December 31, 2009 was $0.1495

The warrants with an $0.11 exercise price had a dilutive effect of

2,680,770 shares for the year ended December 31, 2009.

The Pursuant to a Series A Convertible Preferred Stock and

Warrant Purchase Agreement dated August 7, 2009, with three investors, on August

7, 2009, for a total consideration of $1,000,000, the Company (i) issued of an

aggregate of 1,000,000 shares of series A preferred stock, (ii) issued five-year

warrants to purchase 10,000,000 shares of common stock at an exercise price of

$0.14 per share and 10,000,000 shares of common stock at an exercise price of

$0.25 per share, for which the Company received a total of $1,000,000, and (iii)

granted the investors an option to purchase up to

1,000,000 additional shares of Series A Preferred Stock at a purchase price of $1.00 per share of Series A Preferred Stock.

The warrants which are exercisable at $0.15 per share had no dilutive effect.

The preferred stock had a dilutive effect of 18,744,000 shares for the year ended December 31, 2009.

The warrants which are exercisable at $0.14 per share had a

dilutive effect of 635,700 shares for the year ended December 31, 2009.

The warrants which are exercisable at $0.25 per share had no dilutive effect.

The preferred stock option had a dilutive effect of 3,976,000 shares in the year ended December

Foreign currency translation

The Company uses the United States dollar for financial reporting purposes.

The Companys subsidiaries maintain their books and records in their functional currency - Chinese Yuan Renminbi (CNY), being the primary currency of the economic

environment in which their operations are conducted.

Such financial statements were translated into United States dollars in accordance with ASC 830 (Originally issued as Statement of Financial Accounts Standards (SFAS) No.

Earnings per share – basic

Earnings per share – diluted

The warrants that were issued by Organic Region in April 2008 were assumed by the Company in connection with the reverse acquisition, and are reflected as 3,215,738 shares in the number of diluted shares for the year ended December 31, 2010.

Pursuant to purchase agreements, in August 3, 2009, the Company issued warrants to purchase 10,145,454 shares of common stock at an exercise price of $0.11 per share and warrants to purchase 3,466,666 at an exercise price of $0.15 per share.

The warrants are exercisable through August 3, 2011.

On December 4, 2010, the Company repurchased and cancelled outstanding warrants to purchase an aggregate of 18,175,757 shares of common stock for a total consideration of $363,515 pursuant to warrant purchase agreements dated November 30, 2010 with the warrant holders.

The warrants had an average exercise price of $0.13 per share and expire from August 2011 to July 2012.

Pursuant to a purchase agreement dated on August 7, 2009, the Company , for a total consideration of $1,000,000 (i) issued an aggregate of 1,000,000 shares of series A preferred stock, (ii) issued five-year warrants to purchase 10,000,000 shares of common stock at an exercise price of $0.14 per share and 10,000,000 shares of common stock at an exercise price of $0.25 per share, and (iii) granted the investors an option to purchase up to 1,000,000 additional shares of series A preferred stock at a purchase price of $1.00 per share of series A preferred stock.

The preferred stock had a dilutive effect of 16,015,987 shares and 18,774,000 shares for the years ended December 31, 2010 and 2009.

The warrants with $0.14 exercise price and $0.25 exercise price had a dilutive effect of 4,681,817 shares and 503,245 shares respectively for the years ended December 31, 2010 and 2009, respectively.

The preferred stock option had no dilutive effect for the year ended December 31, 2010 since the option had been exercised as to 650,000 shares in December 2009 and as to the remaining 350,000 shares on January 5, 2010.

Foreign currency translation

According to the Statement, all assets and liabilities are translated at the current exchange rate, stockholders equity are translated at the historical rates and income statement and statement of

cash flows items are translated at the average exchange rate for the period.

As a result, amounts related to assets and liabilities reported on the statement of cash flows may not necessarily agree with changes in the corresponding balances on the

balance sheet.

The resulting translation adjustments are reported under other comprehensive income in accordance with ASC 220 (Originally issued as SFAS No.

130, Reporting Comprehensive Income) as a component of shareholders

The Company uses the United States dollar for financial reporting purposes and the United States dollar is the functional currency of the Company.

The Company’s subsidiaries maintain their books and records in their functional currency - Chinese Yuan Renminbi (RMB), being the primary currency of the economic environment in which their operations are conducted.

All assets and liabilities are translated at the current exchange rate, stockholder’s equity is translated at the historical rates and income statement and statement of cash flows items are translated at the average exchange rate for the period.

As a result, amounts related to assets and liabilities reported on the statement of cash flows may not necessarily agree with changes in the corresponding balances on the balance sheet.

The resulting translation adjustments are reported under other comprehensive income as a component of shareholders’ equity.

Fair values of financial instruments

ASC 825 (Originally issued as Statement of Financial Accounting Standard No.

107, Disclosures about Fair Value of Financial Instruments) requires that the Company disclose estimated fair values of financial instruments.

amounts reported in the statements of financial position for assets and liabilities qualifying as financial instruments are a reasonable estimate of fair value.

The Company’s financial instruments primarily consist of cash and cash equivalents, accounts receivable, other receivables, advances to suppliers, accounts payable and other payables.

As of the balance sheet dates, the estimated fair values of the financial instruments were not materially different from their carrying values as presented on the balance sheet.

This is attributed to the short maturities of the instruments and that

interest rates on the borrowings approximate those that would have been available for loans of similar remaining maturity and risk profile at respective balance sheet dates.

Earning per share (EPS)

Earnings per share is calculated in accordance with the ASC 260 (Originally issued as Statement of Financial Accounting standards No.

128, Earnings per share) superseded Accounting Principles Board Opinion No.15 (APB 15).

share for all periods presented has been restated to reflect the adoption of ASC 260 Basic earnings per share is based upon the weighted average number of common shares outstanding.

Diluted earnings per share is based on the assumption that all

dilutive convertible shares and stock options were converted or exercised.

Dilution is computed by applying the treasury stock method.

Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time

of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period.

Basic and diluted earning per share was $0.07 and $0.06 for the year ended December 31, 2009, respectively.

Basic and diluted earning per share was $0.06 and $0.06 for the year ended December 31, 2008, respectively.

Segment reporting

ASC 280 (Originally issued as Statement of Financial Accounting Standards No.

131, SFAS 131), Disclosure about Segments of an Enterprise and Related

Information requires use of the management approach model for segment

The management approach model is based on the way a companys

management organizes segments within the company for making operating decisions and assessing

Reportable segments are based on products and services, geography,

legal structure, management structure, or any other manner in which management

disaggregates a company.

ASC 280 (Originally issued as SFAS No.

131) has no effect on

the Companys consolidated financial statements as the Company operates in one

reportable business segment.

This is attributed to the short maturities of the instruments and that interest rates on the borrowings approximate those that would have been available for loans of similar remaining maturity and risk profile at respective balance sheet dates.

Statement of cash flows

In accordance with ASC 230 (Originally issued as SFAS No.

"Statement of Cash Flows," cash flows from the Company's operations is

calculated based upon the local currencies.

As a result, amounts related to

assets and liabilities reported on the statement of cash flows may not

necessarily agree with changes in the corresponding balances on the balance

Subsequent Events.

For purposes of determining whether a post-balance sheet event

should be evaluated to determine whether it has an effect on the financial

statements for the period ending December 31, 2009 pursuant to ASC

855(Originally issued as SFAS No.

165), subsequent events were evaluated by the

Company as of March 31, 2010, the date on which the Form 10-K, which included

the consolidated financial statements at and for the year ended December 31,

2009, was available to be issued.

Cash flows from the Company's operations are calculated based upon the local currencies.

As a result, amounts related to assets and liabilities reported on the statement of cash flows may not necessarily agree with changes in the corresponding balances on the balance sheet.

Segment reporting

ASC 280 requires use of the “management approach” model for segment reporting.

The management approach model is based on the way a company’s management organizes segments within the company for making operating decisions and assessing performance.

Reportable segments are based on products and services, geography, legal structure, management structure, or any other manner in which management disaggregates a company.

ASC 280 has no effect on the Company’s consolidated financial statements as the Company operates in one reportable business segment.

Recent Accounting Pronouncements

In June 2009, the FASB issued ASC 105 (previously SFAS No.

The FASB Accounting Standards Codification and the Hierarchy of Generally

Accepted Accounting Principles ("GAAP") - a replacement of FASB Statement No.

162 ), which will become the source of authoritative accounting principles

generally accepted in the United States recognized by the FASB to be applied to

nongovernmental entities.

In June 2009, the FASB issued ASC 855 (previously SFAS No.

Subsequent Events ), which establishes general standards of accounting for

and disclosures of events that occur after the balance sheet date but before the

financial statements are issued or available to be issued.

It is effective for

interim and annual periods ending after June 15, 2009.

There was no material

impact upon the adoption of this standard on the Companys consolidated

financial statements.

In June 2009, the FASB issued ASC 860 (previously SFAS No.

Accounting for Transfers of Financial Assets) , which requires additional

information regarding transfers of financial assets, including securitization

transactions, and where companies have continuing exposure to the risks related

to transferred financial assets.

SFAS 166 eliminates the concept of a

qualifying special-purpose entity, changes the requirements for derecognizing

financial assets, and requires additional disclosures.

SFAS 166 is effective for

fiscal years beginning after November 15, 2009.

The Company does not believe

this pronouncement will impact its financial statements.

In June 2009, the FASB issued ASC 810 (previously SFAS No.

for determining whether to consolidate a variable interest entity.

These amended

standards eliminate a mandatory quantitative approach to determine whether a

variable interest gives the entity a controlling financial interest in a

variable interest entity in favor of a qualitatively focused analysis, and

require an ongoing reassessment of whether an entity is the primary beneficiary.

These amended standards are effective for us beginning in the first quarter of

fiscal year 2010 and we are currently evaluating the impact that adoption will

have on our consolidated financial statements.

In August 2009, the FASB issued Accounting Standards Update

(ASU) 2009-05, which amends ASC Topic 820, Measuring Liabilities at Fair

Value , which provides additional guidance on the measurement of liabilities

at fair value.

These amended standards clarify that in circumstances in which a

quoted price in an active market for the identical liability is not available,

we are required to use the quoted price of the identical liability when traded

as an asset, quoted prices for similar liabilities, or quoted prices for similar

liabilities when traded as assets.

If these quoted prices are not available, we

are required to use another valuation technique, such as an income approach or a

market approach.

These amended standards are effective for us beginning in the

fourth quarter of fiscal year 2009 and are not expected to have a significant

impact on our consolidated financial statements.

In December 2010, the FASB issued amended guidance related to Business Combinations.

The amendments affect any public entity that enters into business combinations that are material on an individual or aggregate basis.

The amendments specify that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only.

The amendments also expand the supplemental pro forma disclosures to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings.

The amendments are effective prospectively for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010.

Early adoption is permitted.

The Company will assess the impact of these amendments on its consolidated financial statements if and when an acquisition occurs.

In December 2010, the FASB issued amended guidance related to intangibles—goodwill and other.

The amendments modify Step 1 of the goodwill impairment test for reporting units with zero or negative carrying amounts.

For those reporting units, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists.

In determining whether it is more likely than not that goodwill impairment exists, an entity should consider whether there are any adverse qualitative factors indicating that impairment may exist.

The qualitative factors are consistent with the existing guidance and examples, which require that goodwill of a reporting unit be tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount.

For public entities, the amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2010.

Early adoption is not permitted.

The Company does not believe that this guidance will have a material impact on its consolidated financial statements.

The FASB has issued amended guidance for subsequent events.

The amendment removes the requirement for an SEC filer to disclose a date through which subsequent events have been evaluated in both issued and revised financial statements.

Revised financial statements include financial statements revised as a result of either correction of an error or retrospective application of U.S.

The FASB also clarified that if the financial statements have been revised, then an entity that is not an SEC filer should disclose both the date that the financial statements were issued or available to be issued and the date the revised financial statements were issued or available to be issued.

The FASB believes these amendments remove potential conflicts with the SEC's literature.

All of the amendments were effective upon issuance (February 24, 2010).

The adoption of this guidance did not have a material impact on the Company's consolidated financial statements.

Reclassifications

Certain prior year amounts have been reclassified to conform

with the current year's presentation, none of which had an impact on total

assets, stockholders' equity (deficit), net loss, or net loss per share.

Certain prior year amounts have been reclassified to conform with the current year's presentation, none of which had an impact on total assets, stockholders' equity, net income, or net earnings per share.

PROPERTY AND EQUIPMENT, NET

Property and equipment consist of the following as of December

31, 2009 and December 31, 2008:

Property and equipment consist of the following as of December 31, 2010 and December 31, 2009:

Manufacturing machinery

3 unchanged sentences

Accumulated Depreciation

Property & Equipment, net

Depreciation expenses for the years ended December 31, 2009 and

2008 were 79,178 and $83,694 respectively.

Property and Equipment, net

Depreciation expense for the years ended December 31, 2010 and 2009 were $123,572 and $79,178, respectively.

On July 1, 2010, the Company entered into a contract with an unrelated party to construct a cold storage.

As of December 31, 2010, the construction of the cold storage was completed for which the Company paid $5,535,558.

INTANGIBLE ASSETS

As of December 31, 2010, the construction of the building for the Company’s proposed distribution center was completed.

The building is leased from an unrelated party for an 18-year lease term commencing upon completion of the building.

Intangible assets represent payments made by the Company to the holder of the land use rights for the construction of the building in accordance with the terms of the lease.

The details of intangible assets are listed below as of December 31, 2010 and 2009:

Intangible assets –cost

Accumulated amortization

The amortization expense was $47,817 for the year ended December 31, 2010.

DUE FROM/(TO) RELATED PARTIES

Amounts due from related parties amounted to $1,006 and

$352,799 as of December 31, 2009 and 2008, respectively.

The Company has a

balance due from one shareholder and director amounting to $1,006 as of December

The amount due is interest free, unsecured and due on demand.

Company had a balance due from one company which is under common control with

the Company amounting to $352,799 as of December 31 2008 and $0 as of December

The amount due is interest free, unsecured and due on demand.

Due to related parties amounted to $3,364 and $129,444 as of

December 31, 2009 and 2008, respectively.

The Company has a balance due to one

shareholder and director of the Company amounting to $3,364 as of December 31,

The amount due is interest free, unsecured and due on demand.

has a balance due to related parties amounting to $129,444 as of December 31,

2008 and $0 as of December 31, 2009.

It was due to the companies which are under

common control with the Company.

The amounts due were interest free, unsecured

and due on demand and were paid in 2009.

On January 15, 2009, in connection with the reverse acquisition

described in Note 1, the Company entered into a redemption agreement with

Michael Friess and Sanford Schwartz, who were the Companys majority

stockholders, whereby these stockholders surrendered an aggregate of 1,666,298

shares of common stock for redemption in exchange for the issuance of

non-interest bearing convertible promissory notes in the aggregate principal

amount of $500,000.

The principal and accrued interest of the Notes were payable

on March 31, 2009.

On March 31, 2009, the Company entered into an oral agreement

with these stockholders, pursuant to which the Company paid them $250,000 and

agreed to pay them the remaining $250,000 on or before April 30, 2009, without

The Company paid the remaining $250,000 on April 27, 2009.

Amounts due from related parties amounted to $1,006 as of December 31, 2009.

The amount due was interest free, unsecured and due on demand and was paid during 2010.

Amounts due to related parties amounted to $120,840 and $3,364 as of December 31, 2010 and 2009, respectively.

The Company has a balance due to one shareholder and former chief executive officer and chairman of the Company amounting to $83,486 and due to one shareholder and chief executive officer of the Company amounting to $37,354 as of December 31, 2010.

The amounts due are interest free, unsecured and due on demand.

LONG-TERM PREPAYMENTS

There is no private ownership of land in the PRC.

owned by the government, which grants land use rights for a specified period of

Guangzhou Greenland has entered into fourteen land lease and developing

agreements with a number of farming cooperatives since 2005.

cooperatives are authorized to manage and plant the lands by Guangzhou Greenland

who, during the term of the lease, has the priority right to purchase the

agricultural products at fair market price.

The agreements have terms of 25

years with various due dates.

The payments for the entire 25-year term are

payable, and were paid, in full at the inception of the agreements.

The Company acquired two land leases during the year ended

December 31, 2009 by paying approximately $3.4 million.

Guangzhou Greenland uses the straight-line method to amortize

the long-term prepayments over the life of the contracts.

As of December 31,

2009 and 2008, the Company has long-term prepayments (net) in the amount of

$18,961,869 and $16,258,707, respectively.

The details of long-term prepayments are listed below as of

December 31, 2009 and 2008:

All land is owned by the government, which grants land use rights for a specified period of time.

Guangzhou Greenland has entered into seventeen land lease and developing agreements with a number of farming cooperatives since 2005.

The farming cooperatives are authorized to manage and plant the lands by Guangzhou Greenland who, during the term of the lease, has the priority right to purchase the agricultural products at fair market price.

The agreements have terms of 25 years with various due dates.

The payments for the entire 25-year term are payable, and were paid, in full at the inception of the agreements.

The Company acquired one new land lease during the year ended December 31, 2010 by paying $3,403,007.

Guangzhou Greenland uses the straight-line method to amortize the long-term prepayments over the life of the land leases.

As of December 31, 2010 and 2009, the Company has long-term prepayments (net) in the amount of $21,955,769 and $18,961,869, respectively.

The details of long-term prepayments are listed below as of December 31, 2010 and 2009:

Long-term prepayment –cost

Accumulated amortization

Amortization expenses for the years ended December 31, 2009 and

2008 were $627,304 and $508,713, respectively, and are included in cost of goods

Amortization expenses for the next five years after December

31, 2009 are approximately as follows:

Amortization expenses for the years ended December 31, 2010 and 2009 were $1,029,531 and $627,304.

Amortization expenses are approximately as follows:

Year ended December 31,

ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses comprised the following

as of December 31, 2009 and 2008:

Accounts payable and accrued expenses comprised the following as of December 31, 2010 and 2009:

Accounts payable

3 unchanged sentences

Other payable

The Company had advance fund which against issuance of shares

subsequent to the year end.

SHORT TERM CONVERTIBLE NOTES

On April 23, 2008, Organic Region, which was then a

privately-owned company, issued four 18% convertible notes to various investors

in the total amount of $500,000.

The notes were due on April 23, 2009.

of the transaction in which the notes were issued, Organic Region also issued to

the investors warrants that were to be assumed by the Company upon the

completion of the reverse acquisition.

The warrants were assumed by the Company

in connection with the reverse acquisition.

The warrant holder are entitled to

purchase up to $500,000 of securities at a per share price equal to 115% of the

lowest cash price paid in a financing, which is defined as the consummation of

one or more equity financings by the Company with aggregate proceeds of at least

The contingency regarding the warrants exercise was resolved and the

warrants became exercisable on the completion of the financing.

recorded an expense of $290,091 for the fair market value of the warrants.

Note 8 for information with respect to financing which were completed in August

Pursuant to ASC 815 (Originally issued as EITF 00-19, paragraph

4), these convertible notes do not meet the definition of a conventional

convertible debt instrument since the outstanding principal plus all interest

accrued, at the holders option, may be converted on the maturity date, into

shares of the issuers equity securities if going public transaction does not

consummate on or before the maturity date.

Therefore, the convertible debenture

is considered non-conventional, which means that the conversion feature must be

bifurcated from the debt and shown as a separate derivative liability.

value of the beneficial conversion feature is adjusted to fair value each

balance sheet date with the change being shown as a component of net income.

The fair value of the beneficial conversion feature at the

inception of these convertible notes was $363,308.

Thus, at issuance, the notes

were reflected with a discount of $363,308, which is amortized over the term of

The notes were paid and the related debt discounts were written off.

As of December 31, 2008, $313,627 net of debt discount of

$153,425 and debt issuance cost of $32,948 was booked as convertible debt.

Company accrued $62,384 interest expenses for the convertible notes as of

December 31, 2008.

As of December 31, 2009, $0 was booked as convertible debt.

EQUITY TRANSACTIONS

On January 15, 2009, the Company completed the reverse

acquisition as described in Note 1.

Pursuant to the share exchange agreement,

the Company issued 81,648,554 shares of common stock in exchange for all of the

outstanding common stock of Organic Region.

Pursuant to an agreement with an independent director, the

Company agreed to pay the director 12,500 shares of common stock every fiscal

As of December 31, 2009, the Company accrued the value of 45,833

shares, reflecting the shares that were due through December 31, 2009 pursuant

to his agreement.

The shares have not been issued through December 31, 2009.

In April, 2009, the Company issued an aggregate of 4,165,742

shares in connection with the termination of two agreements which Organic Region

had entered into on January 28, 2008.

Following the issuance of the shares, the

Company had no further obligations under either of these agreements.

See Note 7 with respect to the issuance, in April 2008, of

Organic Regions 18% convertible notes in the total amount of $500,000 and

warrants, which were assumed by the Company.

Sales of Securities

During August 2009, the Company issued securities in the

following transactions:

Effective August 3, 2009, the Company entered into a common

stock and warrant purchase agreements with non-affiliated investors.

these agreements, for an aggregate consideration of $1,636,000, the Company

issued (i) an aggregate of 13,129,410 shares at a stated purchase $0.085 per

share and 4,333,334 shares at $0.12 per share;

(ii) two-year warrants to

purchase 10,145,454 shares of common stock at $0.11 per share and 3,466,666

shares of common stock at $0.15 per share;

and (iii) granted the investors an

option to purchase up to 6,500,000 shares of common stock at a purchase price of

$0.12 per share.

The warrants may be exercised through

August 3, 2011.

The warrant holders have cashless exercise rights.

Black Scholes model, the fair market value of the warrant detached was $523,586

at the grant date.

Of the $1,636,000 purchase price for these securities,

$1,436,000 had been advanced as short-term loans in June and July 2009 and

$200,000 was paid in August 2009.

Pursuant to a Series A Convertible Preferred Stock and

Warrant Purchase Agreement dated August 7, 2009, for a total consideration of

$1,000,000, the Company (i) issued of an aggregate of 1,000,000 shares of series

A convertible preferred stock (ii) five-year warrants to purchase 10,000,000

shares of common stock at an exercise price of $0.14 per share and 10,000,000

shares of common stock at an exercise price of $0.25 per share, for which the

Company received a total of $1,000,000, and (iii) granted the investors an

option to purchase up to 1,000,000 additional shares of series A preferred stock

at a purchase price of $1.00 per share of series A preferred stock.

expires on February 10, 2010.

As of December 31, 2009, the Company has issued

650,000 shares of series A preferred stock upon exercise of this option fpr

The remaining 350,000 shares were issued upon exercise of this option

for $350,000 prior to the expiration of the option.

Using Black-Scholes pricing

model, at the grant date, (i) the fair value of the option to purchase preferred

stock was $21,689, (ii) the fair value of the warrants was $109,952, and (iii)

the balance of $868,359 was allocated to the series A preferred stock.

issuance of the 1,000,000 shares of series A preferred stock upon exercise of

the option is subject to an amendment to the certificate of designation which

increases the authorized series A preferred stock from 1,000,000 shares to

2,000,000 shares.

Each share of Series A Preferred Stock is convertible into

11.36 shares of common stock.

The conversion price is subject to certain

The holders of the Series A Preferred Stock have no voting

rights, with certain exceptions.

As long as any shares of Series A Preferred

Stock are outstanding, the Company shall not, without the affirmative approval

of a majority of the holders of the Series A Preferred Stock then outstanding,

(a) alter or change adversely the powers, preferences or rights given to the

Series A Preferred Stock or alter or amend the certificate of designation

relating to the Series A Preferred Stock, (b) authorize or create any class of

stock ranking as to dividends or distribution of assets upon a liquidation

senior to or otherwise pari passu with the Series A Preferred Stock, or any of

preferred stock possessing greater voting rights or the right to convert at a

more favorable price than the Series A Preferred Stock, (c) amend the Companys

articles of incorporation or other charter documents in breach of any of the

provisions hereof, (d) increase the authorized number of shares of Series A

Preferred Stock, or (e) enter into any agreement with respect to the foregoing;

provided, however, that any creation or authorization of another series of

junior securities shall not be deemed to adversely affect such rights,

preferences, privileges of voting powers.

The certificate of designation for the Series A Preferred Stock

prohibits the Company from paying dividends on its common stock or redeeming

common stock while any shares of Series A Preferred Stock are outstanding.

In the event of liquidation, dissolution or winding up, the

holders of the Series A Preferred Stock are to receive a payment of $1.00 per

share of Series A Preferred Stock before any distribution is made to the common

stock or any securities junior to the Series A Preferred Stock upon liquidation,

dissolution or winding up.

The certificate of designation for the Series A Preferred Stock

and the warrants provide that those securities may not be converted or exercised

or converted if such conversion or exercise would result in the holder and its

affiliates having beneficial ownership of more than 9.99% of the Companys

outstanding common stock.

Beneficial ownership is determined in accordance with

Section 13(d) of the Securities Exchange Act of 1934, as amended, and Rule 13d-3

Bifurcation of the conversion right from the Series A Preferred

Stock is not required under ACS 815-15-25-1.

For an embedded derivative to be

separated, it must meet all of specified criteria.

One required criteria for

treatment as a derivative instrument is that economic characteristics and risks

of the embedded derivative are not clearly and closely related to the economic

characteristics and risks of the host contract.

The embedded derivative

(conversion option) is clearly and closely related to the host contract

(preferred stock) because both the preferred stock and the common equity into

which it is convertible are residual interests in the entity.

In other words,

the preferred stock does not have characteristics of debt in terms of interest

or principal payments.

Certain disclosed provisions of the preferred shares are

protective in nature to their residual interest in the Company and not akin to a

debt instrument.

Because of these clearly and closely related characteristics,

this condition is not met and bifurcation is not required.

Pursuant to the Series A Preferred Stock and warrant purchase

agreement, in addition to the foregoing and other conditions, we agreed that:

The Company would maintain its listing on the OTC Bulletin Board or a

national stock exchange;

provided that if the Company is are not so listed, as

long as the investors owned Series A Preferred Stock, the Company would pay

the investors, as liquidated damages, an amount equal to 1% of the purchase

price per month, which is $10,000 per month if all of the shares of Series A

Preferred Stock are then outstanding, until the stock is again listed on the

OTC Bulletin Board or a national stock exchange.

The Company would cancel any outstanding preferred stock and, prior to

August 7, 2012, not issue additional shares of preferred stock, other than

pursuant to the purchase agreement or sales at a price of $0.135 per share on

an as-converted basis.

The Company would have outstanding convertible debt converted into either

a straight loan with a reasonable payment schedule or converted into common

stock at a price of not less than $0.085 per share.

With certain exceptions, if, prior to August 7, 2011, the Company issues

stock at a price less than the conversion price of the Series A Preferred

Stock, which is presently $0.088 per share, then the conversion price of the

Series A Preferred Stock would be reduced to the lower price at which such

shares were sold.

If the Companys net income, as defined, is less than $0.045 per share on

a fully-diluted basis, then the conversion price will be reduced by the

percentage shortfall, subject to a maximum reduction of 40%.The Companys net

income for 2009, as defined, exceeded the target amount, and no adjustment was

made in the conversion rate of the Series A Preferred Stock or in the exercise

price of the warrants pursuant to similar provisions in the warrants.

The warrants may be exercised at any time prior to August 7,

In the event that, prior to August 7, 2011, the Company issues common

stock at a price less than the exercise price, the exercise price of the $0.14

warrants is reduced to the consideration received by us for the issuance of the

The holders of the warrants waived the provision relating to an

adjustment for sales at a lower price in connection with a February 2010 private

In the event that, during the period from August 7, 2010 until August

7, 2011, we issue common stock at a price which is less than the exercise price,

the exercise price of the $0.25 warrants is reduced to a fraction of the then

current exercise price, the numerator of which is the sum of (i) the number of

outstanding shares, assuming the exercise or conversion of all options, warrants

and other convertible securities, plus (ii) the number of shares which the

consideration for the new shares would have purchased at the exercise price then

in effect, and the denominator of which is the number of outstanding shares,

assuming the exercise or conversion of all options, warrants and other

convertible securities, immediately after the issuance of the new securities.

In connection with Organic Regions 18% notes in the principal

amount of $500,000 as described in Note 7, the Company, in connection with the

reverse acquisition, assumed the obligation of Organic Region with respect to

the warrants.

Pursuant to the warrant agreement, the Company assumed the

warrants to purchase such number of shares of common stock to be determined by a

formula based on a future financing after the reverse acquisition.

provide that the exercise price is equal to 115% of the lowest cash price paid

in a financing, which is defined as the consummation of one or more equity

financings by the Company with aggregate proceeds of at least $3,000,000.

December 31, 2009, the Company had raised $3,000,000 in financings.

price paid in these financings was $0.085 per share.

As a result, these warrants

entitled the holders to purchase 5,115,090 shares of common stock at an exercise

price of $0.9775 per share.

The warrants have a term of five years, expiring on

the fifth anniversary of the date of which the Company had raised $3,000,000 in

financings, which was on August 7, 2009, when the holders of options to purchase

shares of series A preferred stock exercised options to purchase 650,000 shares

of series A preferred stock.

These warrants also provide that if the Company grants holders

of convertible securities issued in the $3,000,000 financing anti-dilution

rights that are superior to the rights granted in the warrant instrument, the

holder shall receive, without additional consideration, the more favorable

anti-dilution rights.

The series A preferred stock and the $0.14 warrants that

were issued in the August 2009 financing provide that if, prior to August 7,

2011, the Company issues issue common stock at a price less than the conversion

or exercise price, the conversion or exercise price is reduced to the

consideration received by us for the issuance of the shares.

provision in the warrants, the holders of the warrants relating to the April

2008 note issuance would have the same anti-dilution rights.

These warrants also provide that they may not be exercised if

such exercise would result in the holder and its affiliates having beneficial

ownership of more than 9.99% of the Companys outstanding common stock.

Because the warrants holders were entitled to purchase up to $500,000 of

the Companys equity securities for 115% of the lowest cash purchase price

paid for the securities by the investors in the financing.

recorded a $290,091 charge to interest expense due to the warrants

association with the convertible debt, since the warrant was more closely

aligned to additional interest on the convertible note

All outstanding warrants meet the conditions for equity

classification pursuant to ASC 815 (Originally issued as SFAS No.

Accounting for Derivatives) and ASC 815 (Originally issued as EITF 00-19),

Accounting for Derivative Financial Instruments Indexed to, and Potentially

Settled in, a Company's Own Stock. At December 31, 2009, the Company concluded

that the preferred stock and warrants associated with the April 2008 Organic

Region financing and the August 2009 financings did not meet the definition of a

derivative financial instrument.

Derivative financial instruments, as defined in

the Account Standards Codification, consist of financial instruments or other

contracts that contain all three of the following characteristics:

financial instrument has a notional amount and one or more underlying, e.g.

interest rate, security price or other variable, ii) require no initial net

investment and iii) permits net settlement.

Derivative financial instruments may

be free-standing or embedded in other financial instruments.

The accounting standards define net settlement.

In order for the

net settlement requirement to be met, the contract must meet one of the three

tests listed in the accounting standards.

Since there is no net settlement provision in the contract and

no market mechanism that facilitates net settlement that would cause the

contract to meet the certain criteria in the accounting standards, the Company

analyzed the accounting standard which provides that a contract that requires

delivery of the assets associated with the underlying has the characteristic of

net settlement if those assets are readily convertible to cash.

An asset (whether financial or nonfinancial) can be considered

to be readily convertible to cash only if the net amount of cash that would be

received from a sale of the asset in an active market is either equal to or not

significantly less than the amount an entity would typically have received under

a net settlement provision.

At the time of the Organic Region financing, Organic Region was

a privately owned company, and there was no market for the underlying common

stock, so the warrants were not readily convertible into cash.

These warrants,

when assumed by the Company following the reverse acquisition, and the warrants

issued in the August 2009 financings were also not readily convertible into

There was not, either at the time of issuance or at any time during 2009,

any active market for the Companys common stock.

Trading was very sporadic and

there were many periods of several weeks and months when there was no trading in

the common stock.

Further, the Company has a very small public float, and the

number of shares of common stock which are issuable upon exercise of the

warrants is a significant multiple of the public float and it would be

impossible to sell the underlying shares without a material effect on the price

of the common stock.

Accordingly, the warrants cannot be treated as

Therefore, these warrants were classified as equity and

accounted for as common stock issuance cost.

Under the Black Scholes pricing

model to calculate the fair value of the warrants as of the issuance date and

charge it as warrants expense for $290,091, preferred stock dividend $109,952 in

year December 31, 2009 and $0 in year December 31, 2008.

Outstanding, December

Issuance of Shares as Compensation

Pursuant to an agreement with an independent director, the Company agreed to pay the director 12,500 shares of common stock every fiscal quarter.

As of December 31, 2010, the Company had issued 37,500 shares and had accrued the value of 12,500 shares, reflecting the shares that were due to such director, but had not been issued, as of December 31, 2010.

For the year ended December 31, 2010, $14,500 was recorded as an expense for the 50,000 shares payable to the director for that period.

On July 1, 2010, in connection with the election of two directors, pursuant to the director agreements, the Company is to issue 25,000 shares of common stock to each of these directors for each three month period of their directorship.

As of December 31, 2010, the Company had issued 50,000 shares and had accrued the value of 50,000 shares, reflecting the shares that were due to such directors, but had not been issued.

For the year ended December 31, 2010, $26,000 was recorded as an expense for 100,000 shares to be issued to the directors.

On November 5, 2010, the Company entered into an employment agreement with the chief financial officer.

Pursuant to the agreement, the chief financial officer is to receive 500,000 shares of common stock, which vest in quarterly installments of 125,000 shares on each of October 15, 2010, January 15, 2011, April 15, 2011, and July 15, 2011, provided that the chief financial officer is employed by the Company on those dates, except that, in certain cases, including her death or termination of her employment without cause, the unvested shares vest immediately.

As of December 31, 2010, the Company had issued 125,000 shares to the chief financial officer.

For the year ended December 31, 2010, $26,250 was recorded as an expense for 125,000 shares issued to the chief financial officer.

On November 18, 2010, the Company entered into an employment agreement with the corporate secretary, who is not an executive officer.

Pursuant to the agreement, the corporate secretary is to receive 250,000 shares of common stock, which vest in quarterly installments of 62,500 shares on each of December 1, 2010, February 1, 2011, May 1, 2011, and August 1, 2011, provided that he is employed by the Company on those dates, except that, in certain cases, including his death or termination of his employment without cause, the unvested shares vest immediately.

As of December 31, 2010, the Company had issued 62,500 shares to the corporate secretary.

For the year ended December 31, 2010, $15,625 was recorded as an expense for 62,500 shares issued.

On June 21, 2010, the Company authorized the issuance of an aggregate of 7,195,000 shares of its common stock to employees and advisors for services.

Of the shares that were issued, the rights to 5,945,000 shares had vested as of December 31, 2010.

The 5,000,000 shares issuable to three senior executives were issuable in four quarterly installments provided, that in the event of the death of a senior executive or certain other terminations of employment, the unvested shares are immediately issuable.

As of December 31, 2010, 5,945,000 shares were issuable, of which 4,470,000 shares had been issued.

For the year ended December 31, 2010, $1,205,646 was recorded as an expense for 5,945,000 shares vested to the officers and employees.

The total stock compensation expense for the year ended December 31, 2010 was $1,288,021,

Issuance of Shares pursuant to Financing Agreement

During the year ended December 31, 2010, the Company issued, for $779,822, pursuant to an option granted in connection with an August 2009 financing, (a) 6,500,000 shares of common stock and (b) warrants to purchase 5,200,000 shares of common stock at an exercise price of $0.15 per share were exercised.

During the year ended December 31, 2010, the Company issued 6,704,003 shares of common stock upon conversion of 590,142 shares of series A preferred stock which were issued as part of one of the August 2009 financings.

In May 2010, the Company raised $3.4 million from the sale of 17,000,000 shares of common stock at $0.20 per share pursuant to agreements with two sets of investors.

One group of investors purchased a total of 3,375,000 shares for $675,000 (the “group A investors”) and the other group purchased 13,625,000 shares of common stock for $2,725,000 (the “group B investors”).

On August 30, 2010, the Company entered into an agreement with two investors pursuant to which the Company issued 1,250,000 shares of common stock for $250,000.

In connection with the May 2010 and August financings, the Company agreed with the investors that:

If, as any time as long as any of the group A investors holds any of the shares of common stock purchased in the financing, the Company sells shares of common stock or issue convertible securities with an exercise price or conversion price which is less than the price paid in the financing, which was $0.20 per share, the Company is to issue additional shares to the investors so that the effective price per share is equal to such lower price.

The group B investors and the August 2010 investors have no comparable provision.

The Company would hire a finance manager or chief financial officer with United States public company experience, within 45 days after the closing.

If the Company fails to meet this covenant, the Company must pay the group A investors liquidated damages of 1% per month in cash or stock (based on the closing price of the transaction) to the investors until the position is filled.

The Company satisfied this covenant.

Within 45 of closing, the Company shall have a majority of independent directors of which two are to be English-speaking and have prior experience with United States public companies.

The Company has satisfied this requirement.

Within 180 days of closing with respect to the group A investors and 120 days of closing with respect to the group B investors and the August 2010 investors, the Company must have sent in the necessary paperwork to apply for a listing on the American Stock Exchange.

If the Company fails to meet this covenant, the Company must pay the investors liquidated damages of 1% per month in cash or stock (based on the closing price of the transaction) to the investors until the covenant is met.

Liquidation damages of $39,208 have been accrued as of December 31, 2010.

Within 90 days of closing, the Company agreed with the group A investors to “conduct a minimum of an eight (8) for one (1) and maximum of ten (10) for one (1) reverse stock split” and the Company agreed with the group B investors and the August 2010 investors to “conduct a minimum of a six (6) for one (1) and maximum of eight (8) for one (1) reverse stock split.” If the Company fails to meet this covenant, the Company must pay the group A investors liquidated damages of 1% per month in cash or stock (based on the closing price of the transaction) to the investors until the covenant is met.

Liquidation damages of $121,613 have been accrued as of December 31, 2010.

On September 29, 2010, the Company entered into an agreement to sell 5,000,000 shares of common stock for $0.20 per share, for a total of $1,000,000.

The offering costs were $31,000.

Pursuant to the purchase agreement, the Company agreed with the investors that:

If, as any time as long as any investor holds any of the shares of common stock purchased in the financing, the Company sells shares of common stock or issues convertible notes or convertible preferred stock at a price or with a conversion price which is less than the $0.20 price paid in the financing, the Company is to issue additional shares to the investors so that the effective price per share is equal to such lower price.

Within 120 days of closing, the Company must have sent in the necessary paperwork to apply for a listing on the American Stock Exchange.

Within 90 days of closing, the Company agreed to “conduct a minimum of an eight (8) for one (1) and maximum of ten (10) for one (1) reverse stock split.” If the Company fails to meet this covenant, the Company must pay the investors liquidated damages of 1% per month in cash or stock (based on the closing price of the transaction) to the investors until the covenant is met.

Liquidation damages of $12,500 have been accrued as of December 31, 2010.

On December 12, 2010, the Company sold 7,759,500 shares of common stock to an investor at $0.20 per share, for total gross proceeds of $1,551,900 pursuant to a common stock purchase agreement dated as of December 12, 2010.

Outstanding, December 31, 2009

Repurchased and cancelled

Outstanding, December 31, 2010

On December 4, 2010, the Company repurchased outstanding warrants to purchase an aggregate of 18,175,757 shares of common stock for a total consideration of $363,515 pursuant to warrant purchase agreements with the warrant holders.

The warrants were issued in the past as a part of sale of common stock and had an average exercise price of $0.13 per share and expired from August 2011 to July 2012 and were cancelled by the Company.

Stock options

2 unchanged sentences

Outstanding, December 31, 2010

Following is a summary of the status of preferred stock options

outstanding at December 31, 2009:

Outstanding Options

Exercisable Options

Average Remaining

Exercise Price

Contractual Life

The exercise of the option to purchase the series A preferred stock was made, and the exercise price was received, subject to an amendment to the certificate of amendment to the certificate of designation for the series A convertible preferred stock, which was filed on May 14, 2010.

Fair Value of Financial Instruments

Fair value is determined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.

This topic also establishes a fair value hierarchy which requires classification based on observable and unobservable inputs when measuring fair value.

The fair value hierarchy distinguishes between assumptions based on market data (observable inputs) and an entity’s own assumptions (unobservable inputs).

The hierarchy consists of three levels:

Level one — Quoted market prices in active markets for identical assets or liabilities;

Level two — Inputs other than level one inputs that are either directly or indirectly observable;

Level three — Unobservable inputs developed using estimates and assumptions, which are developed by the reporting entity and reflect those assumptions that a market participant would use.

Determining which category an asset or liability falls within the hierarchy requires significant judgment.

The Company evaluates its hierarchy disclosures each quarter.

Assets and liabilities measured at fair value on a recurring basis are summarized as follows:

Fair value measurement using inputs

Carrying amount at

Financial instruments

Derivative instruments - Warrants

The fair value of warrants associated with the April 2008 debt issuance (Organic Region Warrants) that are reported as a liability was developed using the Black Scholes model using the following significant assumptions:

Organic Region Warrants

Market price of common stock:

Exercise price:

The Companys operations are conducted solely in the PRC.

does not conduct any operations in the United States or The British Virgin

Islands and is not subject to income tax in either jurisdiction.

entities in PRC, the Company has incurred net accumulated operating losses.

Company has net operating losses amounted of $22,443 and $53,522, respectively,

as of December 31, 2009 and 2008 for these entities.

The Company believes that

it is more likely than not that these net accumulated operating losses generated

in these entities will not be utilized in the future.

Therefore, the Company has

provided full valuation allowance for the deferred tax assets arising from the

losses at these locations as of December 31, 2009 and 2008.

Accordingly, the

Company has no net deferred tax assets.

Under the current PRC enterprise income tax law, which became

effective January 1, 2008, there is a standard enterprise income tax rate of

The tax holidays that were granted under the former tax law, will continue

in effect until they expire.

Guangzhou Greenland has a two year income tax

exemption in 2008 and 2009 and will have a 50% tax reduction from 2010 to 2012.

Therefore, the Company does not have a provision for income tax.

The following is

a reconciliation of the provision for income taxes at the tax rates of BVI and

PRC to the income taxes reflected in the Statement of Operations for the years

ended December 31, 2009 and 2008.

statutory rate

Foreign income not recognized in U.S.

PRC income tax

Exempt from income tax

Tax expense at actual

Expected term (years):

Dividend yield:

Expected volatility:

Risk-free interest rate:

As of December 31, 2010, none of these warrants has been exercised.

The risk-free rate of return reflects the interest rate for United States Treasury Note with similar time-to-maturity to that of the warrants.

None of the other warrants are treated as derivatives.

As a result of an agreement dated September 24, 2010, the August 7, 2009 purchase agreement relating to the issuance of the series A preferred stock and warrant and the warrants were modified to eliminate the provisions which provided for an adjustment in the exercise or conversion price in the event that the Company issued shares at a price less than the exercise price or conversion price.

As a result, at December 31, 2010, the warrants were no longer deemed derivative securities and were treated as indexed to the Company's own stock and therefore meet the scope exceptions of ASC Topic 815, and were eligible to be reclassified as equity.

In accordance with ASC Topic 815, the classification of a contract should be reassessed at each balance sheet date.

If the classification required under this ASC changes as a result of events during the period, the contract should be reclassified as of the date of the event that caused the reclassification.

If a contract is reclassified from an asset or a liability to equity, gains or losses recorded to account for the contract at fair value during the period that the contract was classified as an asset or a liability should not be reversed.

Therefore, the Company re-measured the fair value of the warrants as of September 24, 2010, the date of the event that caused the re-classification, which was approximately $3,528,120 and reclassified the amount to equity as additional paid-in capital.

The income from the changes in fair value during the period that the warrants were classified as a derivative liability was approximately $567,916 was recorded as change in derivative liability on the statements of income for the year ended December 31, 2010.

Peoples Republic of China

The Company’s operations are conducted solely within the PRC.

Under the current PRC enterprise income tax law, which became effective January 1, 2008, there is a standard enterprise income tax rate of 25%.

The tax holidays that were granted under the former tax law, will continue in effect until they expire.

The Company benefited with a two year income tax exemption in 2008 and 2009 and is subject to a 50% tax reduction from 2010 to 2012.

Guangzhou Greenland, which had net income from operations for the years ended December 31, 2010 and 2009, is exempt from income tax in accordance with PRC tax regulations as these operations are that of a variable interest entity of a self-employed individual operating in the agriculture products industry.

The remaining subsidiaries subject to PRC income taxes generated an aggregate net loss for the year ended December 31, 2010.

Accordingly, the Company has no provision for income taxes for the year-ended December 31, 2010.

The Company has net operating losses available to offset future taxable income for PRC entities of 603,532 and nil as of December 31, 2010 and 2009, respectively.

The Company believes that it is more likely than not that these net accumulated operating losses generated in these entities will not be utilized in the future.

Therefore, the Company has provided for a full valuation allowance for the deferred tax assets arising from the losses at these locations as of December 31, 2010.

Accordingly, the Company has no net deferred tax assets.

United States

Sino Green Land, Inc.

was incorporated in the United States and

has incurred estimated accumulated net operating losses of $15,164 and $

$350,670 as of December 31, 2009 and 2008 for the tax purposes, respectively.

The estimated net operating loss carry forwards for United States income taxes

amounted to $15,164 which may be available to reduce future years taxable

These carry forwards will expire, if not utilized, from 2027.

believes that the realization of the benefits from these losses appears

uncertain due to the Companys limited operating history and continuing losses

for United States income tax purposes.

Accordingly, the Company has provided a

100% valuation allowance on the deferred tax benefit to reduce the asset to

The net change in the valuation allowance for the period ended December

31, 2009 was $15,164 and the valuation allowance as of December 31, 2009

amounted to $15,164.

The Company has cumulative undistributed earnings of foreign

subsidiaries of approximately $15,933,013 as of December 31, 2009, is included

in consolidated retained earnings and will continue to be indefinitely

reinvested in international operations.

Accordingly, no provision has been made

deferred taxes related to future repatriation of these earnings, nor is

it practicable to estimate the amount of income taxes that would have to be

provided if the Company concluded that such earnings will be remitted in the

CURRENT VULNERABILITY DUE TO CERTAIN

CONCENTRATIONS

is incorporated in Nevada, United States and currently generates no revenue.

The Company has net operating losses available to offset future taxable income for Sino Green Land, Inc.

of 3,941,778 and 2,756,158 as of December 31, 2010 and 2009, respectively.

The Company believes that it is more likely than not that these net accumulated operating losses generated in these entities will not be utilized in the future.

Therefore, the Company has provided for a full valuation allowance for the deferred tax assets arising from the losses at these locations as of December 31, 2010.

Accordingly, the Company has no net deferred tax assets.

Consolidated pre-tax income (loss) consists of the following:

Foreign operations

The Components of the provision for income taxes for the years ended December 31, 2010 and 2009 are as follows:

Change in valuation allowance

The following tables reconcile the U.S.

statutory rates to the Company’s effective tax rate as of December 31, 2010 and 2009:

For the year-ended December 31, 2010

Pretax income

Expected income tax expense (benefit)

Non-taxable income

Change in derivative liability

Change in valuation allowance

For the year-ended December 31, 2009

Pretax income

Expected income tax expense (benefit)

Non-taxable income

Change in derivative liability

Change in valuation allowance

The Components of deferred income taxes as of December 31, 2010 and 2009 are as follows:

Net operating losses

valuation allowance

The Company has cumulative undistributed earnings of foreign subsidiaries of approximately $18,624,694 as of December 31, 2010, is included in consolidated retained earnings and will continue to be indefinitely reinvested in international operations.

Accordingly, no provision has been made for U.S.

deferred taxes related to future repatriation of these earnings, nor is it practicable to estimate the amount of income taxes that would have to be provided if the Company concluded that such earnings will be remitted in the future.

The Company has cumulative undistributed earnings of foreign subsidiaries of approximately $24,548,459 as of December 31, 2010, is included in consolidated retained earnings and will continue to be indefinitely reinvested in international operations.

Accordingly, no provision has been made for U.S.

CURRENT VULNERABILITY DUE TO CERTAIN CONCENTRATIONS

The Company’s operations are conducted exclusively in the PRC.

Accordingly, the Companys business, financial condition and results of

operations may be influenced by the political, economic and legal environments

in the PRC, and by the general state of the PRCs economy.

Operations of the Company in the PRC are subject to specific

considerations and significant risks.

These include risks associated with, among

others, the political, economic and legal environments and foreign currency

Results of operations of the company may be adversely affected by

changes in governmental policies with respect to laws and regulations,

anti-inflationary measures, currency conversion and remittance abroad, and rates

and methods of taxation, among other things.

Since a significant amount of the company future revenues will

be denominated in Renminbi, the existing and any future restrictions on currency

exchange may limit the companys ability to utilize revenues generated in

Renminbi to fund any business activities outside China or fund expenditures

denominated in foreign currencies.

Almost all of the Companys products are sold at the Guangdong

Yun Cheng Wholesale Market and the Beijing Xin Fadi Agricultural Products

Wholesale Market, two major markets for the sale of agricultural products in

their respective areas where the Company leases space to sell its produce.

No customers who accounted for more than 10% of the total net

revenue for the years ended December 31, 2009 and 2008.

The Company has long-term arrangements to purchase its produce

from a limited number of farming cooperatives.

If the Company is not able to

purchase the produce from these farmers, in the event of a product shortage, and

it is necessary for the Company to purchase from other suppliers, the costs may

be greater due to this kind of short-term nature of arrangements.

Two vendors provided 52% and 27% of the goods to the Company

during the year ended December 31, 2009.

Three vendors provided 91%, 3% and 6%

of the goods to the Company during the year ended December 31, 2008.

payable to these vendors amounted $0 and $804,438 on December 31, 2009 and 2008.

The Company extends credit to its customers based upon its

assessment of their credit worthiness and generally does not require collateral.

Accordingly, the Company’s business, financial condition and results of operations may be influenced by the political, economic and legal environments in the PRC, and by the general state of the PRC’s economy.

Operations of the Company in the PRC are subject to specific considerations and significant risks.

These include risks associated with, among others, the political, economic and legal environments and foreign currency exchange.

Results of operations of the company may be adversely affected by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, and rates and methods of taxation, among other things.

Since a significant amount of the company future revenues will be denominated in Renminbi, the existing and any future restrictions on currency exchange may limit the company’s ability to utilize revenues generated in Renminbi to fund any business activities outside China or fund expenditures denominated in foreign currencies.

Almost all of the Company’s products are sold at the Guangdong Yun Cheng Wholesale Market and the Beijing Xin Fadi Agricultural Products Wholesale Market, two major markets for the sale of agricultural products in their respective areas where the Company leases space to sell its produce.

No customers accounted for more than 10% of the total net revenue for the years ended December 31, 2010 and 2009.

The Company has long-term arrangements to purchase its produce from a limited number of farming cooperatives.

If the Company is not able to purchase the produce from these farmers, in the event of a product shortage, and it is necessary for the Company to purchase from other suppliers, the costs may be greater due to this kind of short-term nature of arrangements.

Five vendors provided 76.9%, 10.8%, 5.6%, 6.2%and 0.5% of the goods to the Company during the year ended December 31, 2010.

Accounts payable to these vendors amounted $0 as of December 31, 2010.

Two vendors provided 52% and 27% of the goods to the Company during the year ended December 31, 2009.

Accounts payable to these vendors amounted $0 on December 31, 2009.

The Company extends credit to its customers based upon its assessment of their credit worthiness and generally does not require collateral.

Credit losses have not been significant.

Operating Leases

The Company leases various office facilities under operating

leases that terminate on various dates.

The Company incurred rent expenses of $114,040 and $107,531 for

the years ended December 31, 2009 and 2008.

The rent expenses for the five years after December 31, 2009

are as follows:

SUBSEQUENT EVENTS

On January 5, 2010, the outstanding options to purchase 350,000

shares of Series A Preferred Stock at an exercise price of $1.00 per share of

Series A Preferred Stock were exercised.

The Company received net proceeds,

after deducting brokerage commissions, of $350,000.

On January 15, 2010, an option to acquire 2,333,333 of Common

Stock was exercised at a price per share of $0.12, which was granted on August

7, 2009 to acquire up to total 6,500,000 shares of Common Stock (See Note 8).

connection with such exercise, the Company issued to such investor warrants to

purchase up to 1,866,667 shares of Common Stock at a price per share of $0.15 at

any time for two years from the date of issuance

On February 8, 2010, the Company sold to two of the investors

in the August 7, 2009 financing (see Note 8) and their affiliates a total of

4,167,000 shares of common stock for a purchase price of $0.12 per share, for a

total of $500,000 after brokerage commission.

In connection with

this financing, the holders of the $0.14 warrants issued in the August 7, 2009

financing waived any anti-dilution adjustment resulting for this issuance.

On February 24, 2010, one investor in the Aug 7, 2009

financing (see Note 8) converted 44,000 shares of convertible preferred stock

into 500,000 shares of Common Stock at a conversion price per share of $ 0.088.

The Company leases various office facilities under operating leases that terminate on various dates.

The future rent expense for these leases is as follows:

Year Ended December 31

In 2009, the Company entered an agreement with an unrelated party to lease the land for the Company’s proposed distribution hub in Guangzhou Yuncheng wholesale market for an 18-year term.

The rent expenses for this lease is as follows:

Year ended December 31

In 2010, the Company entered an agreement with an unrelated party to lease the land for the Company’s cold storage in Guangzhou Yuncheng wholesale market for an 20-year term.

The rent expenses for this lease is as follows:

Year ended December 31

SUBSEQUENTS EVENTS

On January 15, 2011, the Company sold a total of 13,000,000 shares of common stock to a number of investors at $0.20 per share, for total gross proceeds of $2,600,000 pursuant to certain common stock purchase agreements dated as of January 15, 2011.

In connection with the sales of common stock, the Company paid or is to pay commissions of $182,000 to Jirong Wu and $52,000 to Hickey Freihofner Capital.

On January 12, 2011, one investor in the August 7, 2009 financing (see Note 8) converted 150,000 shares of convertible preferred stock into 1,704,000 shares of Common Stock.

On January 31, 2011, the Company entered into an agreement with three persons (the “contractors”), who constructed a 25,528 square meter (approximately 275,000 square foot) building for the Company to provide the Company additional space at its distribution hub.

Pursuant to the agreement, the Company agreed to issue common stock, valued at $0.21 per share, in full payment of the verified costs incurred by the contractors to construct the building.

The Company issued 40,015,084 shares of common stock pursuant to the agreement.

The cost of the building was RMB 55,708,800, or $8,403,168 based on a current exchange ratio.

None of the contractors has any relationship with the Company or its officers or directors.

On March 3, 2011, the Company issued 1,000,000 shares to executives and directors pursuant to agreements and authorizations described in Note 8(a).

RESTATEMENT OF FINANCIAL STATEMENTS

On August 23, 2010, the Company concluded, after a review of the pertinent facts, that the previously issued financial statements contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2009, and Quarterly Reports on Form 10-Q for the quarters ended March 31, 2010, September 30, June 30 and March 31, 2009, respectively, should not be relied upon due to the following:

The Company improperly allocated, for financial statement purposes, the proceeds received in connection with the April 2008 debt financing transaction and the August and December 2009 and January 2010 preferred stock financing transactions (collectively, “the financings”).

The restated financial statements include the effects of properly allocating the financing proceeds between (1) the debt or preferred stock, as applicable, (2) any derivative liabilities associated with warrants for the purchase of common stock, and (3) any beneficial conversion features (“BCF”), as a component of additional paid-in capital, which allow the debt and preferred shareholders to convert their investment into the Company’s common stock on favorable terms.

Due to the improper allocation of proceeds on the April 2008 debt financing which resulted in an incorrect basis for the debt, the Company improperly reported the loss on debt extinguishment upon its settlement in August 2009.

The debt settlement is appropriately reported in the restated annual financial statements for 2009.

The settlement occurred in August 2009, and therefore does not affect the income statements presented.

However, the accompanying balance sheets appropriately reflect the impact of settlement.

The restated financial statements include the effects of reporting the derivative liabilities and their associated changes in value correctly.

A BCF was inappropriately recorded as a debt discount on the April 2008 financing in addition to being amortized over the subsequent 12 months with a charge to expense.

Furthermore, separate BCFs associated with the December 2009 and January 2010 preferred stock financings were erroneously omitted due to a misallocation of proceeds for financial statement purposes.

The restated financial statements include the effects of allocating financing proceeds to the applicable BCFs by recording a preferred stock discount with a credit to additional paid-in capital.

The discounts were then charged immediately to retained earnings as deemed preferred stock dividends pursuant to the terms of the agreement which provide immediate conversion rights.

Earnings per share has been restated to include the effects of the restated financial statements

The Company’s management has determined that as a result of such accounting matters, its reported net income applicable to common shareholders was overstated by $2,935,083for the year ended December 31, 2009.

Set forth below is a comparative presentation of the consolidated balance sheet and consolidated statements of income as of and for the year ended December 31, 2009 as restated and as initially reported in the Company’s annual report on Form 10- K and as restated.

SINO GREEN LAND CORPORATION AND SUBSIDIARIES

For the year ended December 31, 2009

December 31, 2009

INCOME STATEMENT:

General and administrative expenses

Total operating expenses

Operating income

Other income/(expense):

Loss on debt extinguishment

Other income (expense), net

Interest expense

Beneficial conversion feature expense

Change in derivative liability

Total other income/(expense)

Deemed preferred dividend

Net income applicable to common shareholders

Comprehensive income:

Other comprehensive loss:

Foreign currency translation gain/(loss)

Comprehensive income (loss)

Net income (loss) per share:

Weighted average number of shares outstanding Basic

As of December 31, 2009

BALANCE SHEET:

Derivative liability

Preferred stock

Additional Paid-in Capital

Retained earnings

Statement of stockholders’ equity (restated) for the year ended December 31, 2009

Preferred Stock

Additional Paid In Capital

Other Comprehensive Income

Retained Earnings

Stockholders’

Balance as of December 31, 2008 (Restated)

Recapitalization due to reverse acquisition

Issuance of preferred stock

Issuance of common stock

Foreign currency translation gain

Deemed dividend for preferred stock

Net income for the year ended December 31, 2009

Balance as of December 31, 2009 (Restated)

Statement of cash flow

Cash flows from operating activities

Adjustments to reconcile net income to net cash provided by operating activities

Warrant expense

Beneficial conversion feature

Loss on debt extinguishment

Change in derivative liability

Debt discount (part of interest expense)

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures