Sino Green Land Corp. 10-K

ITEM 1. BUSINESS Corporate History Sino 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. The 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. The 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. (a) Business Development The Company was organized under the laws of the State of Nevada on 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 17, 2009, the Company’s corporate name was changed to Sino Green Land Corporation. The Company was a development stage company with the goal of acquire private corporations that are involved in recovering scrap or waste plastic and to reprocess, recycle, sales and distribution of reusable plastics. Prior to 2013, the Company engaged in wholesale distribution, marketing and sales of premium fruits in China . Business operations for Sino Green Land Corp. and its subsidiaries were abandoned by former management and a custodianship action, as described in the subsequent paragraph, was commenced in 2019. The Company filed its last 10Q in 2011, this financial report included liabilities and debts. As of the date of this filing, these liabilities and debts have been settled and the subsidiaries have been spun-off in by the current management in 2012. On December 30, 2019, the Eighth District Court of Clark County, Nevada granted the Application for Appointment of Custodian as a result of the absence of a functioning board of directors and the revocation of the Company’s charter. The order appointed Custodian Ventures LLC (the “Custodian”) custodian with the right to appoint officers and directors, negotiate and compromise debt, execute contracts, issue stock, and authorize new classes of stock (“Court Order”). The court awarded custodianship to Mr. David Lazar (“Mr. Lazar”) based on the absence of a functioning board of directors, revocation of the company’s charter, and abandonment of the business. At this time, Mr. Lazar was appointed sole officer and director (“Change in Principle Officer’). On January 7, 2020, Mr. Lazar announced the Court Order and Change in Principle Officer through Form 8-K filing. The filing also mentioned Change in company name from Sino Green Land Corp to Go Silver Toprich Inc. The Company was severely delinquent in filing annual reports for the Company’s charter. The last annual report was filed on March 31, 2011 in on Form 10-K. In addition, the Company was subject to Exchange Act reporting requirements including filing 10Q’s and 10Ks. The Company filed its last 10Q for quarter ending September 30, 2011, and was out of compliance with Exchange Act reporting. Mr. Lazar attempted to contact the Company’s officers and directors through letters, emails, and phone calls, with no success. Mr. David Lazar of Custodian Ventures LLC applied to the Court for an Order appointing Mr. Lazar as the Custodian. This application was for the purpose of reinstating SGLA’s corporate charter to do business and restoring value to the Company for the benefit of the stockholders. On June 10, 2020, SGLA, Custodian Ventures, LLC, and Mr. David Lazar entered into a settlement agreement whereby Custodian Ventures LLC shall dismiss its custodianship, and SGLA shall resume operations of the business, and each party shall provide each other mutual releases. In consideration of the release, SGLA to pay Custodian Ventures LLC $15,000 towards its costs and expenses as the settlement to dismiss its custodianship with the Court. 2 Mr. Lazar performed the following actions in its capacity as custodian: ● Funded any expenses of the Company including paying off outstanding liabilities ● Brought the Company back into compliance with the Nevada Secretary of State, resident agent, transfer agent ● Appointed officers and directors and held a shareholders meeting The Custodian paid the following expenses on behalf of the Company: ● Nevada Secretary of State for reinstatement of the Company ● Transfer agent, Island Stock Transfer ● Amended and Restated Articles of Incorporation for the Company. Upon appointment as the Custodian of SGLA and under its duties stipulated by the Nevada court, Mr. Lazar took initiative to organize the business of the issuer. As Custodian, the duties were to conduct daily business, hold shareholder meetings, appoint officers and directors, reinstate the Company with the Nevada Secretary of State. Mr. Lazar also had authority to enter into contracts and find a suitable merger candidate. The Custodian or Mr. Lazar did not receive any additional compensation, in the form of cash or stock, for custodian services. The custodianship was discharged on July 2, 2020. On July 2, 2020, pursuant to the Settlement Agreement and court dismissal of the custodianship, SGLA has resume operations of the business, Mr. Lazar resigned his position of sole officer and director and the former management Mr. Xiong Luo has been re-appointed as director and officer of SGLA. On July 2, 2020, Ms. Teresa Wo has been appointed as President, Ms. Elise Wong Ching Wing as Treasurer and Ms. Erin Wong as Secretary. On August 31, 2020, the Company changed its name from Go Silver Toprich Inc. back to Sino Green Land Corp. On December 2, 2021, Mr. Xiong Luo has notified the resignation his position as the Chief Executive Officer and director of the Company to the Board of Directors. His resignation will be effective on the December 31, 2021. Xiong Luo’s resignation was not because of any disagreement with the Company on any matter related to the Company’s operations, policies or practices. The current President and Director, Wo Kuk Ching, will be acting CEO until the next suitable candidate is identified. We are currently a shell company, as defined in Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”), and Rule 12b-2. (b) Business of Issuer Sino Green Land Corp. is a developmental stage company, incorporated under the laws of the State of Nevada on March 2008. Our plan of business has not been implemented but will incorporate the acquisition of private corporations involved in recovering scrap or waste plastic and to reprocess, recycle, sales and distribution of reusable plastics. At present financial revenue has not yet been realized. The Company hopes to raise capital in order to fund the acquisitions. All statements involving our business plan are forward looking statements and have not been implemented as of this filing. The Company is moving in a new direction, statements made relating to our business plan are forward looking statements and we have no history of performance. Current management may not have sufficient experience in recycling, sales and distribution of reusable plastics. 3 We are in the business of acquiring private corporations in the business of in recycling, sales and distribution of reusable plastics. The goal of recycling plastic is to reduce high rates of plastic pollution while putting less pressure on virgin materials to produce brand new plastic products. This approach helps to conserve resources and diverts plastics from landfills or unintended destinations such as oceans. Our vision incorporates the spirit of social responsibility, not only on a local community basis but also on a global scale. The impact of social distancing requirements due to Covid-19 has affected all industries not only plastic recycling industry. There has been a strong demand for plastic for several years and converting waste plastic materials into commercially viable products, utilizing environmentally friendly recycling and manufacturing methods has been a focused by the global awareness in clean environment, a trend many expect to continue even after Covid-19 restrictions are lifted. The Company intends to implement its business plan upon raising capital. Subject to available capital, the Company intends to invest in: Development ● building of the recycling and extrusion facility ● on-site contractor services during facility preparation ● local engineering and acquisition of lab equipment and supplies Implementation ● Promoting international understanding/international-mindedness and/or global awareness/understanding ● Being active in global engagement/global or world citizenship ● Increasing intercultural understanding and respect for difference ● Encouraging tolerance and commitment to peace ● Marketing & Sales development, Operations expenditures The analysis will be undertaken by or under the supervision of our management. As of the date of this filing, we have not entered into definitive agreements. In our continued efforts to analyze potential business plan, we intend to consider the following factors: ● Potential for growth, indicated by anticipated market expansion or new technology; ● Competitive position as compared to other plastic recycling plants of similar size and experience within the segment as well as within the industry as a whole; ● Strength and diversity of management, and the accessibility of required management expertise, personnel, services, professional assistance and other required items; ● Capital requirements and anticipated availability of required funds, to be provided by the Company or from operations, through the sale of additional securities or convertible debt, through joint ventures or similar arrangements or from other sources; ● The extent to which the business opportunity can be advanced in the marketplace; and ● Other relevant factors In applying the foregoing criteria, management will attempt to analyze all factors and circumstances and make a determination based upon reasonable investigative measures and available data. Due to our limited capital available for investigation, we may not discover or adequately evaluate adverse facts about the opportunity to be acquired. Additionally, we will be competing against other entities that may have greater financial, technical, and managerial capabilities for identifying and completing our business plan. We are unable to predict when we will, if ever, identify and implement our business plan. We anticipate that proposed business plan would be made available to us through personal contacts of our directors, officers and principal stockholders, professional advisors, broker-dealers, venture capitalists, members of the financial community and others who may present unsolicited proposals. In certain cases, we may agree to pay a finder’s fee or to otherwise compensate the persons who introduce the Company to business opportunities in which we participate. As of the time of this filing, the Company has not implemented its business plan. 4 We expect that our due diligence will encompass, among other things, meetings with incumbent management of the target business and inspection of its facilities, as necessary, as well as a review of financial and other information, which is made available to the Company. This due diligence review will be conducted either by our management or by third parties we may engage. We anticipate that we may rely on the issuance of our common stock in lieu of cash payments for services or expenses related to any analysis. We may incur time and costs required to select and evaluate our business structure and complete our business plan, which cannot presently be determined with any degree of certainty. Any costs incurred with respect to the indemnification and evaluation of a prospective plastic recycling program that is not ultimately completed may result in a loss to the Company. These fees may include legal costs, accounting costs, finder’s fees, consultant’s fees and other related expenses. We have no present arrangements for any of these types of fees. We anticipate that the investigation of specific business opportunities and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial cost for accountants, attorneys, consultants, and others. Costs may be incurred in the investigation process, which may not be recoverable. Furthermore, even if an agreement is reached for the participation in a specific business opportunity, the failure to consummate that transaction may result in a loss to the Company of the related costs incurred. Competition Our company expects to compete with many countries in the plastic recycling industry. In addition, there are several competitors that are larger and more profitable than SGLA. We expect that the quantity and composition of our competitive environment will continue to evolve as the industry matures. Additionally, increased competition is possible to the extent that new geographies enter the marketplace as a result of continued enactment of regulatory and legislative changes. We believe that diligently establishing and expanding our funding sources will establish us in an already established industry. Additionally, we expect that establishing our product offerings on new platforms are factors that mitigate the risk associated with operating in a developing competitive environment. Additionally, the contemporaneous growth of the industry as a whole will result in new competitor entering the plastic recycling marketplace, thereby further mitigating the impact of competition on our future operations and results. Compliance with plastic recycling standards and guidelines will increase development costs and the cost of operating our business. In turn, we may not be able to meet the competitive price point for our products dictated by the market and our competitors. Again, these are forward looking statements and not an indication of past performance. There is no guarantee that we will be able to implement our business plan and have no merger candidates as of the time of this filing. Employees As of December 31, 2021, we had two officers, directors and no employees. We anticipate that we will begin to fill out our management team as and when we raise capital to begin implementing our business plan. In the interim, we will utilize independent consultants to assist with accounting and administrative matters. We currently have no employment agreements and believe our consulting relationships are satisfactory. We plan to continue to hire independent consultants from time to time on an as-needed basis. 5