What changed in this filing

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Item 9A. Controls and Procedures

2022-03-29 compared with 2011-03-31 · 614 added, 748 removed, 14 unchanged (99% of the section changed)

CONTROLS AND PROCEDURES

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 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

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, 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.

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

Control and Procedures

management, with the participation of our Chief Executive Officer, evaluated the effectiveness of our disclosure controls and procedures,

as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (“Exchange Act”).

Based on such evaluation, our Chief Executive Officer has concluded that the disclosure controls and procedures were effective as of

December 31, 2021 to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange

Act is recorded, processed, summarized and reported within the time period specified in the U.S.

Securities and Exchange Commission’s

(“SEC”) rules and forms, and to ensure that information required to be disclosed by the Company in the reports it files or

submits under the Exchange Act is accumulated and communicated to the Company’s management, including its Chief Executive Officer

and Chief Investment Officer, as appropriate, to allow timely decisions regarding disclosure.

in internal controls over financial reporting

was no change in our internal controls over financial reporting that occurred during the period covered by this Report, which has materially

affected, or is reasonably likely to materially affect, our internal controls over financial reporting:

annual report does not include an attestation report of the Company’s registered independent public accounting firm regarding internal

control over financial reporting.

Management’s report was not subject to attestation by the Company’s registered independent

public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management’s

report in this Annual Report on Form 10-K.

OTHER INFORMATION

Directors and Executive Officers

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

executive officer’s and director’s and their respective ages as of the date hereof are as follows:

forth below is a brief description of the background and business experience of our executive officer and director for the past five

Wo Kuk Ching– President, Director

Teresa Wo graduated from University of London in 2010 with a Bachelor of Science in Accounting and Finance, and in 2017, obtained her

Advanced Diploma in Business Administration from Society of Business Practitioners.

She was a financial planner of Chubb Life Insurance

Company Ltd from 2003 to 2011, and from 2011 to 2020, as Senior Branch Manager of Manulife (International) Limited.

Wo Kuk Ching was appointed as President and Director of the Company on July 2, 2020.

She is also the acting CEO of the company after

the resignation of former CEO, Mr.

Xiong Luo which will be effective on December 31, 2021.

Wong– Treasurer, Director

Elise Wong graduated from University of California, Davis, in 2005 with a BSc Computer Science, and in 2011, obtained her Master of Science

in Finance from University of Hong Kong.

Elise Wong has a Financial Advisers’ International Qualification (FAIQ) from Institute

of Financial Planners of Hong Kong (“IFPHK”) in 2014 and Qualified Retirement Advisor (QRA) Holder from IFPHK in 2017.

served as Senior Financial Consultant of Manulife (International) Limited.

From 2010 to 2020.

Wong was appointed as the Treasurer and Director of the Company in July, 2020.

Company promotes accountability for adherence to honest and ethical conduct;

endeavors to provide full, fair, accurate, timely and understandable

disclosure in reports and documents that the Company files with the Securities and Exchange Commission (the “SEC”) and in

other public communications made by the Company;

and strives to be compliant with applicable governmental laws, rules and regulations.

The Company has not formally adopted a written code of business conduct and ethics that governs the Company’s employees, officers

and Directors as the Company is not required to do so.

lieu of an Audit Committee, the Company’s Board of Directors, is responsible for reviewing and making recommendations concerning

the selection of outside auditors, reviewing the scope, results and effectiveness of the annual audit of the Company’s financial

statements and other services provided by the Company’s independent public accountants.

The Board of Directors, the Chief Executive

Officer and the Chief Financial Officer of the Company review the Company’s internal accounting controls, practices and policies.

Company currently does not have nominating, compensation, or audit committees or committees performing similar functions nor does our

Company have a written nominating, compensation or audit committee charter.

Our Directors believes that it is not necessary to have such

committees, at this time, because the Director(s) can adequately perform the functions of such committees.

Committee Financial Expert

Board of Directors has determined that we do not have a board member that qualifies as an “audit committee financial expert”

as defined in Item 407(D)(5) of Regulation S-K, nor do we have a Board member that qualifies as “independent” as the term

is used in Item 7(d)(3)(iv)(B) of Schedule 14A under the Securities Exchange Act of 1934, as amended, and as defined by Rule 4200(a)(14)

of the FINRA Rules.

believe that our Director(s) are capable of analyzing and evaluating our financial statements and understanding internal controls and

procedures for financial reporting.

The Director(s) of our Company does not believe that it is necessary to have an audit committee because

management believes that the Board of Directors can adequately perform the functions of an audit committee.

In addition, we believe that

retaining an independent Director who would qualify as an “audit committee financial expert” would be overly costly and burdensome

and is not warranted in our circumstances given the stage of our development and the fact that we have not generated any positive cash

flows from operations to date.

in Certain Legal Proceedings

Directors and our Executive officers have not been involved in any of the following events during the past ten years:

petition filed by or against any business of which such person was a general partner or executive officer either at the time of the

bankruptcy or within two years prior to that time;

conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor

subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction,

permanently or temporarily enjoining, barring, suspending or otherwise limiting his/her involvement in any type of business, securities

or banking activities;

found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have

violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State

securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended,

person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated

any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not

been subsequently reversed, suspended or vacated;

person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not

subsequently reversed, suspended or vacated, relating to an alleged violation of:(i) Any Federal or State securities or commodities

law or regulation;

or(ii) Any law or regulation respecting financial institutions or insurance companies including, but not limited

to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist

order, or removal or prohibition order;

or(iii) Any law or regulation prohibiting mail or wire fraud or fraud in connection with

any business entity;

person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory

organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C.

78c(a)(26))), any registered entity (as defined in Section

1(a)(29) of the Commodity Exchange Act (7 U.S.C.

1(a)(29))), or any equivalent exchange, association, entity or organization that

has disciplinary authority over its members or persons associated with a member.

are not required to have independent members of our Board of Directors, and do not anticipate having independent Directors until such

time as we are required to do so.

have not adopted a formal Code of Ethics.

The Board of Directors evaluated the business of the Company and the number of employees and

determined that since the business is operated by a small number of persons, general rules of fiduciary duty and federal and state criminal,

business conduct and securities laws are adequate ethical guidelines.

In the event our operations, employees and/or Directors expand

in the future, we may take actions to adopt a formal Code of Ethics.

Company does not have any defined policy or procedural requirements for shareholders to submit recommendations or nominations for Directors.

The Board of Directors believes that, given the stage of our development, a specific nominating policy would be premature and of little

assistance until our business operations develop to a more advanced level.

Our Company does not currently have any specific or minimum

criteria for the election of nominees to the Board of Directors and we do not have any specific process or procedure for evaluating such

The Board of Directors will assess all candidates, whether submitted by management or shareholders, and make recommendations

for election or appointment.

shareholder who wishes to communicate with our Board of Directors may do so by directing a written request addressed to our President,

at the address appearing on the first page of this Information Statement.

EXECUTIVE COMPENSATION

Security Ownership of Certain Beneficial Owners and Management

Certain Relationships And Related Transactions, and Director Independence

the past two years, no sole officer or director has received any cash remuneration.

No remuneration of any nature has been paid for on

account of services rendered by a director in such capacity to date.

Our officer and director intend to devote all of his time to SGLA.

Company for the benefit of its employees has adopted no retirement, pension, profit sharing, stock option or insurance programs or other

similar program.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

of December 31, 2021, the Company has 730,039,317 shares of common stock issued and outstanding, which number of issued and outstanding

shares of common stock have been used throughout this report.

following table sets forth, as of December 31, 2021 certain information with regard to the record and beneficial ownership of the Company’s

common stock by (i) each person known to the Company to be the record or beneficial owner of more than 5% of the Company’s common

stock, (ii) each director of the Company, (iii) each of the named executive officers, and (iv) all executive officers and directors of

the Company as a group:

and Address of Beneficial Owner

of Common Stock Beneficially Owned

Stock Voting Percentage Beneficially Owned

Voting Percentage Beneficially Owned

Officers and Directors

Wo Kuk Ching 1 President, Director Address:

8H, Tower 21, Laguna Verde, 8 Laguna Verde Road, Hung Hom

Ching Wing, Elise 2 Treasurer, Director Address:

8H, Tower 21, Laguna Verde, 8 Laguna Verde Road, Hung Hom

Wong 3 Secretary Address:

8H, Tower 21, Laguna Verde, 8 Laguna Verde Road, Hung Hom

or Greater Shareholders

International Trading Sdn Bhd

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

7, 43500 Semenyih, Selangor, Malaysia

Teresa Wo is the spouse of Mr Xiong Luo, former CEO and director of SGLA

Elise Wong Ching Wing is the daughter of Ms Teresa Wo, President of SGLA

Erin Wong is the daughter of Ms Teresa Wo, President of SGLA

ownership has been determined in accordance with Rule 13d-3 under the Exchange Act.

Under this rule, certain shares may be deemed to

be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares).

In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire shares (for example, upon

exercise of a n option or warrant) within 60 days of the date as of which the information is provided.

In computing the percentage ownership of any person, the amount of shares is deemed to include the amount of shares beneficially owned

by such person by reason of such acquisition rights.

As a result, the percentage of outstanding shares of any person as shown in the

following table does not necessarily reflect the person’s actual voting power at any particular date.

ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment

power with respect to securities.

Beneficial ownership also includes shares of stock subject to options and warrants currently exercisable

or exercisable within 60 days of the date of this table.

In determining the percent of common stock owned by a person or entity as

of the date of this Report, (a) the numerator is the number of shares of the class beneficially owned by such person or entity, including

shares which may be acquired within 60 days on exercise of warrants or options and conversion of convertible securities, and (b)

the denominator is the sum of (i) the total shares of common stock outstanding on as of the date of this Annual Report (730,039,317

shares), and (ii) the total number of shares that the beneficial owner may acquire upon exercise of the derivative securities.

otherwise stated, each beneficial owner has sole power to vote and dispose of its shares.

on the total issued and outstanding shares of 730,039,317 as of the date of this Annual Report.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, DIRECTOR INDEPENDENCE

Lazar is considered a promoter(s) under the meaning of Securities Act Rule 405.

Lazar was appointed custodian of the Company and

under its duties stipulated by the Nevada court.

Lazar took initiative to organize the business of the issuer.

As custodian, his

duties were to conduct daily business, hold shareholder meetings, appoint officers and directors, reinstate the company with the Nevada

Secretary of State.

The custodian also had authority to enter into contracts and find a suitable merger candidate.

In addition, Mr.

was compensated for his role as custodian and paid outstanding bills to creditors on behalf of the company.

The custodian has not, and

will not, receive any additional compensation, in the form of cash or stock, for custodian services.

The custodianship was dismissed

on July 2, 2020.

Regulation S-K Item 404(c)(2) Registrants shall provide the disclosure required by paragraphs (c)(1)(i)

and (c)(1)(ii) of this Item as to any person who acquired control of a registrant that is a shell company, or any person that is part

of a group, consisting of two or more persons that agree to act together for the purpose of acquiring, holding, voting or disposing of

equity securities of a registrant, that acquired control of a registrant that is a shell company.

discussed in Item 1, the Company is deemed a shell company.

As disclosed in Item 4, there are several persons, Mr.

Xiong Luo is considered

control persons and acquired control of the Company.

As discussed in Item 1, Mr.

Xiong Luo, the former management has entered into a

settlement agreement with the Custodian to take control of the Company.

Xiong Luo is our former CEO and President.

He is not deemed to be independent under applicable rules.

We have not established any committees

of the Board of Directors.

President, Ms Teresa Wo and our Treasurer, Ms.

Elise Wong are the spouse and daughter of our former CEO, Mr.

Xiong Luo respectively.

as set forth above, there have been no related party transactions, or any other transactions or relationships required to be disclosed.

Party Transactions

the year ended December 31, 2021 the Company has no transactions with related parties.

Approval and Ratification of Related Party Transactions

our small size and limited financial resources, we have not adopted formal policies and procedures for the review, approval or ratification

of transactions, such as those described above, with our executive officer(s), Director(s) and significant stockholders.

establish formal policies and procedures in the future, once we have sufficient resources and have appointed additional Directors, so

that such transactions will be subject to the review, approval or ratification of our Board of Directors, or an appropriate committee

On a moving forward basis, our Directors will continue to approve any related party transaction.

PRINCIPAL ACCOUNTING FEES AND SERVICES

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

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.

(English 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.

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 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/ 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/ Huasong Sheena Shen

Chief Financial Officer

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

is the aggregate amount of fees billed for professional services rendered by our principal accountants with respect to our last two fiscal

the Year Ended

category of “Audit fees” includes fees for our annual audit, quarterly reviews and services rendered in connection with regulatory

filings with the SEC, such as the issuance of comfort letters and consents.

of the professional services rendered by principal accountants for the audit of our annual financial statements that are normally provided

by the accountant in connection with statutory and regulatory filings or engagements for last two fiscal years were approved by our board

of directors.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Financial Statements

following are filed as part of this report:

following financial statements of Sino Green Land Corp.

and Report of Independent Registered Public Accounting Firm are presented in

the “F” pages of this Report:

Report of Independent Registered Public Accounting Firm

Balance Sheet

Statement of Operations

Statement of Stockholders’ Equity

Statement of Cash Flows

Notes to Financial Statements

following exhibits are filed or “furnished” herewith:

Articles of Incorporation**

Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer*

Section 1350 Certification of principal executive officer*

Filed herewith.

As filed in the Registrant’s Registration Statement on Form S-1.

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, thereunto duly authorized.

GREEN LAND CORP.

of Registrant)

March 29, 2022

SINO GREEN LAND CORPORATION AND SUBSIDIARIES

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

TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm

Balance Sheet

Statement of Operations and Comprehensive Loss

Statement of Changes in Stockholders’ Equity

Statement of Cash Flows

Notes to Consolidated Financial Statements

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders of

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 Accountants

Los Angeles, California

Green Land Corp.

3 & 5, Jalan Hi Tech 7/7, Kawasan Perindustrian Hi Tech 7,

Semenyih, Selangor, Malaysia.

on the Financial Statements

have audited the accompanying balance sheets of Sino Green Land Corp.

(the ‘Company’) as of December 31, 2021 and 2020, and

the related statements of operations and comprehensive income, stockholders’ equity, and cash flows for the each of two years in

the year ended of December 31, 2021 and 2020, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December

31, 2021 and 2020, and the results of its operations and its cash flows for each of two years in the year ended December 31, 2021 and

2020, in conformity with accounting principles generally accepted in the United States of America.

financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 2 to the financial

statements, the Company’s losses from operations and no operation raise substantial doubt about its ability to continue as a going

Management’s plans regarding those matters also are described in Note 2.

The financial statements do not include any adjustments

that might result from the outcome of this uncertainty.

financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s

financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board

(United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits

we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion

on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error

or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding

the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits

provide a reasonable basis for our opinion.

Audit Matters

audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be

communicated to those charged with governance and that:

(1) relate to accounts or disclosures that are material to the financial statements

and (2) involved our especially challenging, subjective, or complex judgements.

We determined that there are no critical matters.

JP CENTURION & PARTNERS PLT

CENTURION & PARTNERS PLT (ID:

have served as the Company’s auditor since 2020.

Kuala Lumpur, Malaysia

March 30, 2022

SINO GREEN LAND CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

AS OF DECEMBER 31, 2010 AND 2009 (RESTATED)

GREEN LAND CORP.

OF DECEMBER 31, 2021 AND 2020

expressed in United States Dollars (“US$”), except for number of shares)

of December 31,

paid, prepayments and other receivables

and cash equivalents

current assets

Cash and cash equivalents

Accounts receivable, net

Due from related parties

Advances-current portion

Other current assets

Total Current Assets

Property and Equipment, net

Intangible Assets, net

Long-term Prepayments

LIABILITIES AND STOCKHOLDERS' EQUITY

in other companies

non-current assets

AND STOCKHOLDERS’ DEFICIT

payable and accrued expenses

due to related party

due to director

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

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

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

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, 2010 AND 2009 (RESTATED)

Cost of goods sold

Operating expenses

Selling expenses

General and administrative expenses

Salary and wages

Stock compensation

Total operating expenses

Operating income

Other income(expense)

Interest expenses, net

Loss on debt extinguishment

Change in derivative liability

Total other expense

Deemed preferred stock dividend

Net income applicable to common stockholders

Comprehensive income:

Other comprehensive income (loss):

Foreign currency translation gain (loss)

Comprehensive income

Net income per share

Weighted average number of shares outstanding

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

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)

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 (used in) operating activities

Loss on debt extinguishment

Gain from debt forgiveness

Change in derivative liability

Debt discount (part of interest expense)

Shares issued as stock compensation

Decrease / (Increase) in current assets :

Accounts receivable

Other receivable

Other current assets

Long-term prepaid expense

Increase / (Decrease) in current liabilities:

Accounts payable & accrued expense

Advances from customer

Shares to be issued

Other payables

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

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 balance

Supplement disclosure of cash flow information

Interest expense paid

Income taxes paid

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 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.

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

In exchange for such services, Mr.

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 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.

Accounts receivable

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 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.

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

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

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

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 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

Weighted average shares of common stock – diluted

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

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

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.

Statement of cash flows

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 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, net income, or net earnings per share.

PROPERTY AND EQUIPMENT, NET

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

Manufacturing machinery

Office equipment

Motor vehicle

Leasehold Improvement

Accumulated Depreciation

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 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.

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, 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, 2010 and 2009:

Accounts payable

Accrued payroll

Accrued expenses

Advance subscription

Other payable

EQUITY TRANSACTIONS

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

The preferred stock option activity was as follows:

Outstanding, December 31, 2009

Outstanding, December 31, 2010

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:

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.

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 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 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:

stock, $ 0.001 par value;

780,000,000 shares authorized;

730,039,317 issued and outstanding, respectively

stock, $ 0.001 par value;

20,000,000 shares authorized;

1,259,858 issued and outstanding, respectively

paid-in capital

other comprehensive loss

Foreign currency translation gain/(loss)

( 36,834,447 )

( 36,690,464 )

STOCKHOLDERS’ DEFICIT

LIABILITIES AND STOCKHOLDERS’ DEFICIT

accompanying notes to consolidated financial statements.

GREEN LAND CORP.

OF OPERATIONS AND COMPREHENSIVE LOSS

YEARS ENDED DECEMBER 31, 2021 and 2020

expressed in United States Dollars (“US$”), except for number of shares)

the year ended

December 31, 2021 (Audited)

the year ended

December 31, 2020 (Audited)

AND DISTRIBUTION EXPENSES

AND ADMINISTRATIVE EXPENSES

BEFORE INCOME TAX

TAXES PROVISION

comprehensive income/(loss):

Net income (loss) per share:

Weighted average number of shares outstanding Basic

Foreign exchange adjustment gain/(loss)

COMPREHENSIVE

$ ( 143,983 )

loss per share- Basic and diluted

average number of common shares outstanding - Basic and diluted

accompanying notes to consolidated financial statements.

GREEN LAND CORP.

OF CHANGES IN STOCKHOLDERS’ EQUITY

YEARS ENDED DECEMBER 31, 2021 AND 2020

expressed in United States Dollars (“US$”), except for number of shares)

PAID-IN CAPITAL

PROFIT/ (DEFICIT)

PAID-IN CAPITAL

PROFIT/ (DEFICIT)

as of January 01, 2020

$ ( 36,651,121 )

as of December 31, 2020

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)

$ ( 36,690,464 )

$ ( 143,983 )

as of December 31, 2021

$ ( 36,834,447 )

$ ( 186,999 )

accompanying notes to consolidated financial statements

GREEN LAND CORP.

OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2021 AND 2020

expressed in United States Dollars (“US$”))

the year ended

December 31, 2021

the year ended

December 31, 2020

FLOWS FROM OPERATING ACTIVITIES:

$ ( 143,983 )

to reconcile net loss to net cash used in operating activities:

in operating assets and liabilities:

payable and accrued expenses

due to a director

due to related party

cash used in operating activities

FLOW FROM INVESTING ACTIVITY:

in other companies

cash used in investing activity

FLOWS FROM FINANCING ACTIVITY:

subscriptions receipts

cash provided by financing activity

of exchange rate changes on cash and cash equivalents

change in cash and cash equivalents

and cash equivalents, beginning of year

AND CASH EQUIVALENTS, END OF YEAR

CASH FLOWS INFORMATION

accompanying notes to consolidated financial statements.

GREEN LAND CORP.

TO FINANCIAL STATEMENTS

THE YEARS ENDED DECEMBER 31, 2021 AND 2020

expressed in United States Dollars (“US$”), except for number of shares)

ORGANIZATION AND BUSINESS BACKGROUND

Green Land Corporation formerly known as Go Silver Toprich Holding Inc.

(the “Company”) is a corporation organized under

the laws of the State of Nevada.

Company was engaged in wholesale distribution, marketing and sales of premium fruits in China.

In 2013, the management decided to discontinued

its prior operations and dissolved all the subsidiaries to better reflect its new business direction.

The Company currently intends to

seek for a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one

or more businesses.

Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging

growth companies.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

accompanying financial statements reflect the application of certain significant accounting policies as described in this note and elsewhere

in the accompanying financial statements and notes.

of presentation

Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States

of America (“U.S.

The preparation of 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 financial statements and the reported amounts of revenues

and expenses during the reporting period.

Actual results could differ from those estimates.

further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of

internal accounting control and preventing and detecting fraud.

The Company’s system of internal accounting control is designed

to assure, among other items, that 1) recorded transactions are valid;

2) valid transactions are recorded;

and 3) transactions are recorded

in the proper period in a timely manner to produce financial statements which present fairly the financial condition, results of operations

and cash flows of the Company for the respective periods being presented.

Company has adopted December 31 as its fiscal year end.

GREEN LAND CORP.

TO FINANCIAL STATEMENTS

THE YEARS ENDED DECEMBER 31, 2021 AND 2020

expressed in United States Dollars (“US$”), except for number of shares)

preparation of 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 financial statements and the reported amounts of revenues and expenses during the reported

Company’s significant estimates include income taxes provision and valuation allowance of deferred tax assets;

the fair value of

financial instruments;

the carrying value and recoverability of long-lived assets, including the values assigned to an estimated useful

lives of computer equipment;

and the assumption that the Company will continue as a going concern.

Those significant accounting estimates

or assumptions bear the risk of change due to the fact that there are uncertainties attached to those estimates or assumptions, and certain

estimates or assumptions are difficult to measure or value.

Management bases its estimates on historical experience and on various assumptions

that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying

values of assets and liabilities that are not readily apparent from other sources.

regularly reviews its estimates utilizing currently available information, changes in facts and circumstances, historical experience

and reasonable assumptions.

After such reviews, and if deemed appropriate, those estimates are adjusted accordingly.

Actual results could

differ from those estimates.

Company adopted ASU 2014-09, Topic 606 on January 1, 2018, using the modified retrospective method.

ASC 606 requires the use of a new

five-step model to recognize revenue from customer contracts.

The five-step model requires that the Company (i) identify the contract

with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, including variable

consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocate the transaction price

to the respective performance obligations in the contract, and (v) recognize revenue when (or as) the Company satisfies the performance

adoption of Topic 606 has no impact on revenue amounts recorded on the Company’s financial statements as the Company has not generate

any revenues.

the year ended December 31, 2021 and 2020, there were no cost incurred nor generated any gross profit.

and cash equivalents

Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.

provision of income taxes is determined in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC 740”).

Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between

the financial statement carrying amounts of existing assets and liabilities and their respective tax basis.

Deferred tax assets and liabilities

are measured using enacted income tax rates expected to apply to taxable income in the periods in which those temporary differences are

expected to be recovered or settled.

Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income

in the period that includes the enactment date.

GREEN LAND CORP.

TO FINANCIAL STATEMENTS

THE YEARS ENDED DECEMBER 31, 2021 AND 2020

expressed in United States Dollars (“US$”), except for number of shares)

740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements

uncertain tax positions taken or expected to be taken on a tax return.

Under ASC 740, tax positions must initially be recognized in the

financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities.

positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of

being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts .

accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement

of liabilities and commitments in the normal course of business.

As reflected in the accompanying financial statements, for the year

ended December 31, 2021, the Company incurred a net loss of $ 143,983 , a net current liability of $ 186,999 and a negative shareholder’s

fund of $ 36,834,447 .

This factor raises substantial doubt about the Company’s ability to continue as a going concern within

one year of the date that the financial statements are issued.

The financial statements do not include any adjustments that might be

necessary if the Company is unable to continue as a going concern.

Company’s ability to continue as a going concern is dependent upon improving its profitability and the continuing financial support

from its major shareholders.

Management believes the existing shareholders or external financing will provide the additional cash to

meet the Company’s obligations as they become due.

No assurance can be given that any future financing, if needed, will be available

or, if available, that it will be on terms that are satisfactory to the Company.

Even if the Company is able to obtain additional financing,

if needed, it may contain undue restrictions on its operations, in the case of debt financing, or cause substantial dilution for its

stock holders, in the case of equity financing.

income/(loss) per share

Company calculates net loss per share in accordance with ASC Topic 260 “ Earnings per share ”.

Basic loss per share

is computed by dividing the net loss by the weighted average number of common shares outstanding during the period.

Diluted loss per

share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common

shares that would have been outstanding if the potential common stock equivalents had been issued and if the additional common shares

were dilutive.

currencies translation

which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control

the other party or exercise significant influence over the other party in making financial and operating decisions.

Companies are also

considered to be related if they are subject to common control or common significant influence.

GREEN LAND CORP.

TO FINANCIAL STATEMENTS

THE YEARS ENDED DECEMBER 31, 2021 AND 2020

expressed in United States Dollars (“US$”), except for number of shares)

value of financial instruments:

carrying value of the Company’s financial instruments:

cash and cash equivalents, subscription receivables, prepayment and deposits,

accounts payable, and other payables and accrued liabilities approximate at their fair values because of the short-term nature of these

financial instruments.

Company also follows the guidance of the ASC Topic 820-10, “ Fair Value Measurements and Disclosures ” (“ASC 820-10”),

with respect to financial assets and liabilities that are measured at fair value.

ASC 820-10 establishes a three-tier fair value hierarchy

that prioritizes the inputs used in measuring fair value as follows:

Observable inputs such as quoted prices in active markets;

Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly;

Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

accounting pronouncements

Company has reviewed all recently issued, but not yet effective, accounting pronouncements and do not believe the future adoption of

any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.

August 2020, the FASB issued “ASU 2020-06, Debt with Conversion and Other Options (Subtopic 47020) and Derivatives and Hedging –

Contracts in Equity’s Own Equity (Subtopic 815-40)” which simplifies the accounting for convertible instruments.

The guidance removes

certain accounting models which separate the embedded conversion features from the host contract for convertible instruments.

a modified retrospective method of transition or a fully retrospective method of transition is permissible for the adoption of this standard.

2020-06 is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years.

Early adoption is permitted no earlier than the fiscal year beginning after December 1 5, 2020.

The Company is currently evaluating

the potential on its financial statements.

June 2016, the FASB issued ASU No.

2016-13, Credit Losses - Measurement of Credit Losses on Financial Instruments (“ASC 326”).

The standard significantly changes how entities will measure credit losses for most financial assets, including accounts and notes receivables.

The standard will replace today’s “incurred loss” approach with an “expected loss” model, under which companies will

recognize allowances based on expected rather than incurred losses.

Entities will apply the standard's provisions as a cumulative-effect

adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective.

The standard is

effective for interim and annual reporting periods beginning after December 15, 2022.

The Company is currently assessing the impact of

adopting this standard on the Company’s financial statements and related disclosures.

recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public

Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s

present or future financial statements.

GREEN LAND CORP.

TO FINANCIAL STATEMENTS

THE YEARS ENDED DECEMBER 31, 2021 AND 2020

expressed in United States Dollars (“US$”), except for number of shares)

ACCOUNT PAYABLE AND ACCRUED EXPENSES

OF ACCOUNT PAYABLE AND ACCRUED EXPENSES

31, 2021 (Audited)

31, 2020 (Audited)

accounting fees

professional fees

transfer agent fee

account payable and accrued expenses

AMOUNT DUE TO DIRECTOR

of December 31, 2021, there were no advances from director.

As of December 31, 2020, a director of the Company advanced $ 30,414 , respectively

to the Company, which is unsecured, interest-free with no fixed repayment term, for working capital purpose.

Imputed interest is considered

insignificant.

SCHEDULE OF AMOUNT DUE TO DIRECTOR

31, 2021 (Audited)

31, 2020 (Audited)

due to director

amount due to director

December 22, 2017, the President of the United States signed into law the Tax Cuts and Jobs Act (“Tax Reform Act”).

The legislation

significantly changes U.S.

tax law by, among other things, lowering corporate income tax rates, implementing a territorial tax system

and imposing a transition tax on deemed repatriated earnings of foreign subsidiaries.

The Tax Reform Act permanently reduces the U.S.

corporate income tax rate from a maximum of 34% to a flat 21% rate, effective January 1, 2018.

As a result of the reduction in the U.S.

corporate income tax rate from 34% to 21 % under the Tax Reform Act, the Company revalued its ending net deferred tax assets .

Company has accumulated approximately $ 36,834,447 of net operating losses (“NOL”) carried forward to offset future taxable

In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion

or all of the deferred tax assets will be realized.

The ultimate realization of deferred tax assets is dependent upon the generation

of future taxable income during the periods in which those temporary differences become deductible.

Management considers the scheduled

reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment.

the assessment, management has established a full valuation allowance against all of the deferred tax asset relating to NOLs for every

period because it is more likely than not that all of the deferred tax asset will not be realized.

GREEN LAND CORP.

TO FINANCIAL STATEMENTS

THE YEARS ENDED DECEMBER 31, 2021 AND 2020

expressed in United States Dollars (“US$”), except for number of shares)

COMMITMENTS AND CONTINGENCIES

of December 31, 2021 and 2020, the Company has no commitments or contingencies involved.

RELATED PARTY TRANSACTIONS

the year ended December 31, 2021, there was a related party transaction of 160,397 .

For the year ended December 31, 2020 the Company

has no transactions with related parties.

SCHEDULE OF RELATED PARTY TRANSACTIONS

31, 2021 (Audited)

31, 2020 (Audited)

due to related party

amount due to related party

SIGNIFICANT EVENT

the fiscal year, the World Health Organization declared the Coronavirus (COVID-19) outbreak to be a pandemic, which has caused severe

global social and economic disruptions and uncertainties, including markets where the Company operates.

Company considers this outbreak as non-adjusting-events.

The consequences brought about by Covid-19 continue to evolve and whilst the

Company actively monitoring and managing its operations to respond to these changes, the Company does not consider it practicable to

provide any quantitative estimate on the potential impact it may have on the Company.

SUBSEQUENT EVENTS

accordance with ASC Topic 855, “ Subsequent Events ”, which establishes general standards of accounting for and disclosure

of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all subsequent

events through the filing date of this Form 10-K with the SEC, to ensure that this filing includes appropriate disclosure of events both

recognized in the financial statements as of December 31, 2021, and events which occurred subsequently but were not recognized in the

financial statements.

During the year, Mr.

Xiong Luo has notified the Board of directors on his resignation as the CEO and director of

the company which will be effective on the December 31, 2021.

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