Sino Green Land Corp. 10-K

ITEM 9A. CONTROLS AND PROCEDURES Disclosures Control and Procedures Our 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. Changes in internal controls over financial reporting There 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: This 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. ITEM 9B. OTHER INFORMATION None. PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Our executive officer’s and director’s and their respective ages as of the date hereof are as follows: NAME AGE POSITION Teresa Wo Kuk Ching 67 President, Director Elise Wong 43 Treasurer, Director Set forth below is a brief description of the background and business experience of our executive officer and director for the past five years. 22 Teresa Wo Kuk Ching– President, Director Ms. 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. Teresa 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. Elise Wong– Treasurer, Director Ms. 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. Ms. 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. She served as Senior Financial Consultant of Manulife (International) Limited. From 2010 to 2020. Elise Wong was appointed as the Treasurer and Director of the Company in July, 2020. Corporate Governance The 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. In 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. Committees of the Board Our 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. Audit Committee Financial Expert Our 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. 23 We 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. Involvement in Certain Legal Proceedings Our Directors and our Executive officers have not been involved in any of the following events during the past ten years: 1. bankruptcy 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; 2. any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); 3. being 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; or 4. being 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. 5. Such 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, or vacated; 6. Such 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; 7. Such 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; or 8. Such 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. Independence of Directors We 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. Code of Ethics We 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. 24 Shareholder Proposals Our 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 nominees. The Board of Directors will assess all candidates, whether submitted by management or shareholders, and make recommendations for election or appointment. A 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. ITEM 11. EXECUTIVE COMPENSATION For 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. The Company for the benefit of its employees has adopted no retirement, pension, profit sharing, stock option or insurance programs or other similar program. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS As 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. The 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: Name and Address of Beneficial Owner Shares of Common Stock Beneficially Owned Common Stock Voting Percentage Beneficially Owned Total Voting Percentage Beneficially Owned Executive Officers and Directors Teresa Wo Kuk Ching 1 President, Director Address: 8H, Tower 21, Laguna Verde, 8 Laguna Verde Road, Hung Hom 380,000,000 52.05 % 52.05 % Wong Ching Wing, Elise 2 Treasurer, Director Address: 8H, Tower 21, Laguna Verde, 8 Laguna Verde Road, Hung Hom 20,000,000 2.74 % 2.74 % Erin Wong 3 Secretary Address: 8H, Tower 21, Laguna Verde, 8 Laguna Verde Road, Hung Hom 20,000,000 2.74 % 2.74 % 5% or Greater Shareholders Empower International Trading Sdn Bhd Address: No.5, Jalan Hi Tech 7/7, Kawasan Perindustrian Hi Tech 7, 43500 Semenyih, Selangor, Malaysia 60,000,000 8.22 % 8.22 % Notes to table: 1 Ms Teresa Wo is the spouse of Mr Xiong Luo, former CEO and director of SGLA 2 Ms Elise Wong Ching Wing is the daughter of Ms Teresa Wo, President of SGLA 3 Ms Erin Wong is the daughter of Ms Teresa Wo, President of SGLA 25 Beneficial 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. (1) Beneficial 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. Unless otherwise stated, each beneficial owner has sole power to vote and dispose of its shares. (2) Based on the total issued and outstanding shares of 730,039,317 as of the date of this Annual Report. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, DIRECTOR INDEPENDENCE David Lazar is considered a promoter(s) under the meaning of Securities Act Rule 405. Mr. Lazar was appointed custodian of the Company and under its duties stipulated by the Nevada court. Mr. 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. Lazar 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. Under 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. As 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. 26 Mr. 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. Our President, Ms Teresa Wo and our Treasurer, Ms. Elise Wong are the spouse and daughter of our former CEO, Mr. Xiong Luo respectively. Except as set forth above, there have been no related party transactions, or any other transactions or relationships required to be disclosed. Related Party Transactions For the year ended December 31, 2021 the Company has no transactions with related parties. Review, Approval and Ratification of Related Party Transactions Given 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. We intend to 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 thereof. On a moving forward basis, our Directors will continue to approve any related party transaction. ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES Below is the aggregate amount of fees billed for professional services rendered by our principal accountants with respect to our last two fiscal years. For the Year Ended December 31, 2021 For the Year Ended December 31, 2020 Audit fees $ 16,756 $ 12,000 Total $ 16,756 $ 12,000 The 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. All 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. 27 PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) Financial Statements The following are filed as part of this report: Financial Statements The 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: Page Index F-1 Report of Independent Registered Public Accounting Firm F-2 Financial Statements Balance Sheet F-3 Statement of Operations F-4 Statement of Stockholders’ Equity F-5 Statement of Cash Flows F-6 Notes to Financial Statements F-7 – F-12 (b) Exhibits The following exhibits are filed or “furnished” herewith: 3.1 Articles of Incorporation** 3.2 Bylaws** 31.1 Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer* 32.1 Section 1350 Certification of principal executive officer* * Filed herewith. ** As filed in the Registrant’s Registration Statement on Form S-1. 28 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. SINO GREEN LAND CORP. (Name of Registrant) Date: March 29, 2022 By: /s/ Wo Kuk Ching Title: Director 29 INDEX TO FINANCIAL STATEMENTS Page Financial Statements Report of Independent Registered Public Accounting Firm F-2 Balance Sheet F-3 Statement of Operations and Comprehensive Loss F-4 Statement of Changes in Stockholders’ Equity F-5 Statement of Cash Flows F-6 Notes to Consolidated Financial Statements F-7 - F-14 F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Board of Directors and Stockholders of Sino Green Land Corp. No. 3 & 5, Jalan Hi Tech 7/7, Kawasan Perindustrian Hi Tech 7, 43500 Semenyih, Selangor, Malaysia. Opinion on the Financial Statements We 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. Going Concern The 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 concern. 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. Basis for Opinion These 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. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We 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. The Company 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. Our 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. Critical Audit Matters Critical 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. /s/ JP CENTURION & PARTNERS PLT JP CENTURION & PARTNERS PLT (ID: 6723 ) We have served as the Company’s auditor since 2020. Kuala Lumpur, Malaysia Date: March 30, 2022 F- 2 SINO GREEN LAND CORP. BALANCE SHEET AS OF DECEMBER 31, 2021 AND 2020 (Currency expressed in United States Dollars (“US$”), except for number of shares) (Audited) 2021 (Audited) 2020 (Audited) As of December 31, 2021 (Audited) 2020 (Audited) ASSETS CURRENT ASSETS Deposits paid, prepayments and other receivables $ - $ - Account receivables - - Cash and cash equivalents - - Total current assets - - NON-CURRENT ASSETS Investment in other companies $ - $ - Total non-current assets - - TOTAL ASSETS $ - $ - LIABILITIES AND STOCKHOLDERS’ DEFICIT CURRENT LIABILITIES Account payable and accrued expenses $ 26,602 $ 12,602 Amount due to related party 160,397 - Amounts due to director - 30,414 Total current liabilities 186,999 43,016 TOTAL LIABILITIES $ 186,999 $ 43,016 STOCKHOLDERS’ DEFECIT Common stock, $ 0.001 par value; 780,000,000 shares authorized; 730,039,317 issued and outstanding, respectively $ 730,039 $ 730,039 Preferred stock, $ 0.001 par value; 20,000,000 shares authorized; 1,259,858 issued and outstanding, respectively 1,260 1,260 Additional paid-in capital 35,916,149 35,916,149 Accumulated other comprehensive loss - - Accumulated deficit ( 36,834,447 ) ( 36,690,464 ) (186,999 ) (43,016 ) TOTAL STOCKHOLDERS’ DEFICIT ( 186,999 ) ( 43,016 ) TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT $ - $ - See accompanying notes to consolidated financial statements. F- 3 SINO GREEN LAND CORP. STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS FOR YEARS ENDED DECEMBER 31, 2021 and 2020 (Currency expressed in United States Dollars (“US$”), except for number of shares) (Audited) For the year ended December 31, 2021 (Audited) For the year ended December 31, 2020 (Audited) REVENUE $ - $ - COST OF REVENUE - - GROSS PROFIT - - OTHER INCOME - - SELLING AND DISTRIBUTION EXPENSES - - GENERAL AND ADMINISTRATIVE EXPENSES ( 143,983 ) ( 39,343 ) LOSS BEFORE INCOME TAX ( 143,983 ) $ ( 39,343 ) INCOME TAXES PROVISION - - NET LOSS ( 143,983 ) ( 39,343 ) Other comprehensive income/(loss): - Foreign exchange adjustment gain/(loss) - - COMPREHENSIVE LOSS $ ( 143,983 ) $ ( 39,343 ) Net loss per share- Basic and diluted ( 0.00 ) ( 0.00 ) Weighted average number of common shares outstanding - Basic and diluted 730,039,317 730,039,317 See accompanying notes to consolidated financial statements. F- 4 SINO GREEN LAND CORP. STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY FOR YEARS ENDED DECEMBER 31, 2021 AND 2020 (Currency expressed in United States Dollars (“US$”), except for number of shares) (Audited) Number of Shares Amount PREFERRED STOCK ADDITIONAL PAID-IN CAPITAL ACCUMULATED PROFIT/ (DEFICIT) TOTAL EQUITY COMMON STOCK Number of Shares Amount PREFERRED STOCK ADDITIONAL PAID-IN CAPITAL ACCUMULATED PROFIT/ (DEFICIT) TOTAL EQUITY Balance as of January 01, 2020 730,039,317 $ 730,039 $ 1,260 $ 35,916,149 $ ( 36,651,121 ) $ ( 3,673 ) Net loss $ - $ - $ - $ ( 39,343 ) $ ( 39,343 ) Balance as of December 31, 2020 730,039,317 $ 730,039 $ 1,260 $ 35,916,149 $ ( 36,690,464 ) $ ( 43,016 ) Net loss $ - $ - $ - $ ( 143,983 ) $ ( 143,983 ) Balance as of December 31, 2021 730,039,317 $ 730,039 $       1,260 $ 35,916,149 $ ( 36,834,447 ) $ ( 186,999 ) See accompanying notes to consolidated financial statements F- 5 SINO GREEN LAND CORP. STATEMENT OF CASH FLOWS FOR YEARS ENDED DECEMBER 31, 2021 AND 2020 (Currency expressed in United States Dollars (“US$”)) (Audited) For the year ended December 31, 2021 (Audited) For the year ended December 31, 2020 (Audited) CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ ( 143,983 ) $ ( 39,343 ) Adjustments to reconcile net loss to net cash used in operating activities: Changes in operating assets and liabilities: Accounts payable and accrued expenses 14,000 12,069 Amount due to a director ( 30,414 ) 27,274 Amount due to related party 160,397 - Net cash used in operating activities - - CASH FLOW FROM INVESTING ACTIVITY: Investment in other companies - - Net cash used in investing activity - - CASH FLOWS FROM FINANCING ACTIVITY: Share subscriptions receipts - - Net cash provided by financing activity - - Effect of exchange rate changes on cash and cash equivalents - - Net change in cash and cash equivalents - - Cash and cash equivalents, beginning of year - - CASH AND CASH EQUIVALENTS, END OF YEAR $ - $ - SUPPLEMENTAL CASH FLOWS INFORMATION Income taxes paid $ - $ - Interest paid $ - $ - See accompanying notes to consolidated financial statements. F- 6 SINO GREEN LAND CORP. NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (Currency expressed in United States Dollars (“US$”), except for number of shares) 1. ORGANIZATION AND BUSINESS BACKGROUND 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. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The 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. Basis of presentation The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). 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. Management 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. The Company has adopted December 31 as its fiscal year end. F- 7 SINO GREEN LAND CORP. NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (Currency expressed in United States Dollars (“US$”), except for number of shares) Use of estimates 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 reported period. The 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. Management 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. Revenue recognition The 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 obligation. The 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. Cost of revenue For the year ended December 31, 2021 and 2020, there were no cost incurred nor generated any gross profit. Cash and cash equivalents The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Income taxes The 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. F- 8 SINO GREEN LAND CORP. NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (Currency expressed in United States Dollars (“US$”), except for number of shares) ASC 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. Such tax 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 . Going concern The 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. The 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. Net income/(loss) per share The 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. Foreign currencies translation Not applicable. Related parties Parties, 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. F- 9 SINO GREEN LAND CORP. NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (Currency expressed in United States Dollars (“US$”), except for number of shares) Fair value of financial instruments: The 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. The 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: Level 1: Observable inputs such as quoted prices in active markets; Level 2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. Recent accounting pronouncements The 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. In 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. Either a modified retrospective method of transition or a fully retrospective method of transition is permissible for the adoption of this standard. Update No. 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. In 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. Other 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. F- 10 SINO GREEN LAND CORP. NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (Currency expressed in United States Dollars (“US$”), except for number of shares) 3. ACCOUNT PAYABLE AND ACCRUED EXPENSES SCHEDULE OF ACCOUNT PAYABLE AND ACCRUED EXPENSES As of As of December 31, 2021 (Audited) December 31, 2020 (Audited) Accrued audit fees 9,000 12,000 Accrued accounting fees 4,000 - Accrued professional fees 13,000 - Accrued transfer agent fee 602 602 Total account payable and accrued expenses $ 26,602 $ 12,602 4. AMOUNT DUE TO DIRECTOR As 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 As of As of December 31, 2021 (Audited) December 31, 2020 (Audited) Amount due to director $ - $ 30,414 Total amount due to director $ - $ 30,414 5. INCOME TAXES On 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 . The Company has accumulated approximately $ 36,834,447 of net operating losses (“NOL”) carried forward to offset future taxable income. 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. Based on 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. F- 11 SINO GREEN LAND CORP. NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (Currency expressed in United States Dollars (“US$”), except for number of shares) 6. COMMITMENTS AND CONTINGENCIES As of December 31, 2021 and 2020, the Company has no commitments or contingencies involved. 7. RELATED PARTY TRANSACTIONS For 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 As of As of December 31, 2021 (Audited) December 31, 2020 (Audited) Amount due to related party 160,397                - Total amount due to related party $ 160,397 $ - 8. SIGNIFICANT EVENT During 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. The 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. 9. SUBSEQUENT EVENTS In 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. F- 12