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Item 9A. Controls and Procedures

2023-03-31 compared with 2022-03-29 · 509 added, 438 removed, 190 unchanged (83% of the section changed)

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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.

the supervision and with the participation of our management, including our Principal Executive Officer and Principal Financial Officer,

we are responsible for conducting an evaluation of the effectiveness of the design and operation of our internal controls and procedures,

as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as of the end of the fiscal year covered by this

Disclosure controls and procedures means that the material information required to be included in our Securities and Exchange

Commission (“SEC”) reports is recorded, processed, summarized, and reported within the time periods specified in SEC rules

and forms relating to our company, including any consolidating subsidiaries, and was made known to us by others within those entities,

particularly during the period when this report was being prepared.

Based on this evaluation, our Principal Executive Officer and Principal

Financial Officer concluded as of the evaluation date that our disclosure controls and procedures were not effective as of December 31,

2022, due to material weaknesses in our internal control over financial reporting as described below.

Annual Report on Internal Control over Financial Reporting

is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15.

Internal control over financial reporting is defined in Rule 13a-15(f) and 15(d)-15(f) under the Exchange Act as a process designed to

provide reasonable assurance to the Company’s management and the board of directors regarding the preparation and fair presentation

of published financial statements.

Management conducted an assessment of the Company’s internal control over financial reporting

as of December 31, 2022, based on the framework and criteria established by the Committee of Sponsoring Organizations of the Treadway

Commission in Internal Control-Integrated Framework (2013) (COSO).

Based on the assessment, management concluded that, as of December

31, 2022, the Company’s internal controls over financial reporting were not effective.

identified material weaknesses in our internal controls over financial reporting.

A material weakness is a deficiency, or a combination

of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement

of our financial statements will not be prevented or detected on a timely basis.

material weaknesses identified include (i) the Company did not maintain a functioning independent audit committee and did not maintain

an independent board;

(ii) the Company had inadequate segregation of duties;

and (iii) the Company had an insufficient number of personnel

with an appropriate level of U.S.

GAAP knowledge and experience and ongoing training in the application of U.S.

GAAP and SEC disclosure

requirements commensurate with the Company’s financial reporting requirements.

material weaknesses were identified by our Principal Executive Officer and Principal Financial

Officer , in connection with the review of our financial statements as of December 31, 2022.

Notwithstanding

the identified material weaknesses, management has concluded that the Financial Statements included in this Annual Report on Form 10-K

present fairly, in all material respects, the Company’s financial position, results of operations and cash flows for the periods

disclosed in conformity with U.S.

in Internal Controls over Financial Reporting

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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.

following table sets forth certain information about our executive officers and directors as of the date of this Annual Report:

Executive Officer, President, Director

Financial Officer, Treasurer, Director

Kuk Ching (“Ms.

Wo”) , age 68, has served as our President and Director since July 2, 2020, and serves as Chief Executive

Officer after the departure of our former Chief Executive Officer, Luo Xiong, spouse of Ms.

Wo effective from December 31, 2021.

Wo is mother of our Chief Financial Officer, Treasurer and Director, Wong Ching Wing (“Elise”) and our Secretary, Wong Erin

(“Erin”), respectively.

Wo graduated from University of London in 2010 and holds a bachelor’s degree of science in accounting and finance.

an advanced diploma in business administration from Society of Business Practitioners in 2017.

She served as a financial planner of Chubb

Life Insurance Company Limited from 2003 to 2011.

From 2011 to 2020, she served as senior branch manager of Manulife (International)

Wo brings to the board of directors his business leadership, corporate strategy, and accounting and financial expertise.

Ching Wing (“Elise”) , age 44, has served as our Chief Financial Officer, Treasurer and Director since July 2, 2020.

is daughter of our Chief Executive Officer, President and Director, Wo Kuk Ching and sister of our Secretary, Wong Erin, respectively.

graduated from University of California, Davis, in 2005 and holds a bachelor’s degree of science in computer science.

her master’s degree of science in finance from University of Hong Kong in 2011.

Elise was awarded a Financial Advisers’ International

Qualification (FAIQ) from Institute of Financial Planners of Hong Kong (“IFPHK”) in 2014 and a Qualified Retirement Advisor

(QRA) Holder from IFPHK in 2017, respectively.

From 2010 to 2020, she served as senior financial consultant of Manulife (International)

brings to the board of directors her extensive knowledge and experience in business management and financial planning.

Erin (“Erin”) , age 39, has served as our Secretary since July 2, 2020.

Erin is daughter of our Chief Executive Officer,

President and Director, Wo Kuk Ching and sister of our Chief Financial Officer, Treasurer and Director, Wong Ching Wing, respectively.

Company promotes accountability for adherence to honest and ethical conduct;

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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

The Chief Executive Officer, the Chief

Financial Officer, and the board of directors of the Company review the Company’s internal accounting controls, practices, and

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

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.

Our directors believe that it is not necessary to have such

committees, at this time, because the directors can adequately perform the functions of such committees.

Committee Financial Expert

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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.

believe that our directors can analyze and evaluate our financial statements and understanding internal controls and procedures for

financial reporting.

The directors of the Company do 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

in Certain Legal Proceedings

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

Our Company does not currently have any specific or minimum

The 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

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EXECUTIVE COMPENSATION

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.

COMPENSATION TABLE

forth below is information regarding the compensation paid during the years ended December 31, 2022, and 2021 to our principal executive

officer and principal financial officer who are collectively referred to as “named executive officers” elsewhere in this

Annual Report.

Name and principal position

Stock Compensation ($)

Option Awards ($)

Non-Equity Incentive Plan Compensation ($)

Nonqualified Deferred Compensation Earnings ($)

All Other Compensation ($)

Wo Kuk Ching (1)

Wong Ching Wing (2)

Luo Xiong (3)

July 2, 2020, Wo Kuk Ching (Ms.

Wo”) has served as President and Director.

from December 31, 2021, Ms.

Wo serves as Chief Executive Officer.

Wo currently holds

the positions of Chief Executive Officer, President, and Director, respectively.

Wo is mother of our Chief Financial Officer, Treasurer and Director, Wong Ching Wing (“Elise”) and our Secretary, Wong Erin

(“Erin”), respectively.

Wo is also spouse of our former Chief Executive Officer and Director, Luo Xiong (“Mr.

July 2, 2020, Wong Ching Wing (“Elise”) has served as Chief Financial Officer,

Treasurer and Director.

is daughter of our Chief Executive Officer, President, and Director, Ms.

Wo and sister of our Secretary, Erin.

(3) Effective

December 31, 2021, Luo Xiong (“Mr.

Luo”) resigned from all positions with the

Company, including Chief Executive Officer and Director.

Luo is spouse of Ms.

Wo, our Chief Executive Officer, President, and Director.

OPTION GRANTS

have not granted any stock options to our executive officers since our incorporation.

do not have an employment or consulting agreement with any officers or Directors.

following table sets forth directors’ compensation as of December 31, 2022 (2021:

Stock Compensation ($)

Option Awards ($)

Non-Equity Incentive Plan Compensation ($)

Nonqualified Deferred Compensation Earnings ($)

All Other Compensation ($)

Wo Kuk Ching (1)

Wong Ching Wing (2)

Luo Xiong (3)

July 2, 2020, Wo Kuk Ching (Ms.

Wo”) has served as President and Director.

from December 31, 2021, Ms.

Wo serves as Chief Executive Officer.

Wo currently holds

the positions of Chief Executive Officer, President, and Director, respectively.

Wo is mother of our Chief Financial Officer, Treasurer and Director, Wong Ching Wing (“Elise”) and our Secretary, Wong Erin

(“Erin”), respectively.

Wo is also spouse of our former Chief Executive Officer and Director, Luo Xiong (“Mr.

July 2, 2020, Wong Ching Wing (“Elise”) has served as Chief Financial Officer,

Treasurer and Director.

is daughter of our Chief Executive Officer, President, and Director, Ms.

Wo and sister of our Secretary, Erin.

(3) Effective

December 31, 2021, Luo Xiong (“Mr.

Luo”) resigned from all positions with the

Company, including Chief Executive Officer and Director.

Luo is spouse of Ms.

Wo, our Chief Executive Officer, President, and Director.

DISCUSSION AND ANALYSIS

board of directors does not currently receive any consideration for their services as members of the board of directors.

directors reserves the right in the future to award the members of the board of directors with cash or stock-based consideration for

their services to the Company, which awards, if granted shall be in the sole determination of the board of directors.

COMPENSATION PHILOSOPHY

board of directors determines the compensation given to our executive officers in their sole determination.

The board of directors reserves

the right to pay our executive or any future executives a salary, and/or issue them shares of Common Stock in consideration for services

rendered and/or to award incentive bonuses which are linked to our performance, as well as to the individual executive officer’s

This package may also include long-term stock-based compensation to certain executives, which is intended to align the performance

of our executives with our long-term business strategies.

Additionally, while the board of directors has not granted any performance

base stock options to date, the board of directors reserves the right to grant such options in the future, if the board in its sole determination

believes such grants would be in the best interests of the Company.

board of directors may grant incentive bonuses to our executive officer and/or future executive officers in its sole discretion, if the

board of directors believes such bonuses are in the Company’s best interest, after analyzing our current business objectives and

growth, if any, and the amount of revenue we are able to generate each month, which revenue is a direct result of the actions and ability

of such executives.

STOCK BASED COMPENSATION

attract, retain and motivate executive talent necessary to support the Company’s long-term business strategy we may award our executive

and any future executives with long-term, stock-based compensation in the future, at the sole discretion of our board of directors, which

we do not currently have any immediate plans to award.

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

Company is authorized to issue 20,000,000 shares of Preferred Stock.

of December 31, 2022, the Company had 2,520 shares of Preferred Stock issued and outstanding, par value $0.001 per share, and all issued

and outstanding shares of Preferred Stock are held by unrelated parties.

Company is authorized to issue 780,000,000 shares of Common Stock.

of December 31, 2022, the Company had 1,460,535 shares of Common Stock issued and outstanding, par value $0.001 per share, and 960,000

shares (approximately 65.74%) of total issued and outstanding Common Stock are held by related parties.

following table lists, as of December 31, 2022, the number of shares of Common Stock of the Company that are beneficially owned by (i)

each person or entity known to our Company to be the beneficial owner of more than 5% of the outstanding Common Stock;

(ii) each officer

and director of our Company;

and (iii) all officers and directors as a group.

Information relating to beneficial ownership of Common

Stock by our principal shareholders and management is based upon information furnished by each person using “beneficial ownership”

concepts under the rules of the Securities and Exchange Commission.

Under these rules, a person is deemed to be a beneficial owner of

a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment

power, which includes the power to vote or direct the voting of the security.

The person is also deemed to be a beneficial owner of any

security of which that person has a right to acquire beneficial ownership within 60 days.

Under the Securities and Exchange Commission

rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial

owner of securities as to which he or she may not have any pecuniary beneficial interest.

Except as noted below, each person has sole

voting and investment power.

percentages below are calculated based on 1,460,535 shares of our Common Stock issued and outstanding as of December 31, 2022.

do not have any outstanding warrant, options, or other securities exercisable for or convertible into shares of our Common Stock.

Name of Beneficial Owner

Percentage of

Wo Kuk Ching (Chief Executive Officer, President, and Director) (1)

Wong Ching Wing (Chief Financial Officer, Treasurer, and Director (2)

Wong Erin (Secretary) (3)

All executive officers and directors as a group (3 persons named above)

Empower International Trading Sdn.

Other owners of the Company

Kuk Ching, our Chief Executive Officer, President, and Director, and currently owns 760,000 shares of our Common Stock, approximately

52.04% of total issued and outstanding shares.

Wo is mother of our Chief Financial Officer, Treasurer and Director, Wong Ching Wing (“Elise”) and our Secretary, Wong

Erin (“Erin”), respectively.

Wo is also spouse of our former Chief Executive Officer and Director, Luo Xiong (“Mr.

Ching Wing (“Elise”), our Chief Financial Officer, Treasurer and Director, and currently owns 40,000 shares of our Common

Stock, approximately 2.74% of total issued and outstanding shares.

is daughter of our Chief Executive Officer, President, and Director, Ms.

Wo and sister of our Secretary, Erin.

Erin (“Erin”), our Secretary, and currently owns 40,000 shares of our Common Stock, approximately 2.74% of total issued

and outstanding shares.

is daughter of our Chief Executive Officer, President, and Director, Ms.

Wo and sister of our Chief Financial Officer, Treasurer

and Director, Elise.

International Trading Sdn.

(“Empower”), a Malaysia corporation, currently owns 120,000 shares of our Common Stock,

approximately 8.22% of total issued and outstanding shares.

Xiong, spouse of our Chief Executive Officer, President and Director, Wo Kuk Ching, is sole director and shareholder of Empower.

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

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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.

exercise of an 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 number of shares is deemed to include the number of shares beneficially owned by such person by reason of such acquisition

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 date.

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

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

For the year ended December 31,

Audit related fees

All other fees

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.

category of “Audit-related fees” includes employee benefit plan audits, internal control reviews and accounting consultation.

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 by Weinberg & Company, P.A.

(2022) and JP Centurion

& Partners PLT (2021) were approved by our board of directors.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

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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

Reference is made to the Index to Financial Statements

on page F-1, where these documents are listed.

following exhibits are filed or “furnished” herewith:

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

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

Section 1350 Certification of principal executive officer*

Section 1350 Certification of principal financial officer*

Filed herewith.

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the undersigned, thereunto duly authorized.

GREEN LAND CORP.

GREEN LAND CORPORATION

of Registrant)

March 31, 2023

Executive Officer

Executive Officer)

SINO GREEN LAND CORPORA TION

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

Report of Independent Registered Public Accounting Firm (PCAOB ID:

Financial Statements

Balance Sheets as of December 31, 2022 and 2021

Statements of Operations for the years ended December 31, 2022 and 2021

Statements of Changes in Stockholders’ Deficit for the years ended December 31, 2022 and 2021

Statements of Cash Flows for the years ended December 31, 2022 and 2021

Notes to Financial Statements for the years ended December 31, 2022 and 2021

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Shareholders and Board of Directors of Sino Green Land Corporation

on the Financial Statements

have audited the accompanying balance sheet of Sino Green Land Corporation (the “Company”) as of December 31, 2022, the

related statements of operations, changes in stockholders’ deficit, and cash flows for the year then ended, 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, 2022, and the results of its operations and its cash flows

for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

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

As discussed in

Note 1 to the financial statements, during the year ended December 31, 2022, the Company incurred a net loss and utilized cash in

operations, and at December 31, 2022, had a stockholders’ deficit.

these conditions raise substantial doubt about the Company’s

ability to continue as a going concern.

Management’s plans regarding these matters are also described in Note 1.

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 audit.

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 audit 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 audit,

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.

audit 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 audit 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 audit provides

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 the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective,

or complex judgments.

We determined that there are no critical audit matters.

have served as the Company’s auditor since 2022.

/s/ Weinberg & Company, P.A.

Angeles, California

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders of

Green Land Corp.

Green Land Corporation

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

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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”).

have audited the accompanying balance sheets of Sino Green Land Corporation (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

36 unchanged sentences

JP CENTURION & PARTNERS PLT

CENTURION & PARTNERS PLT (ID:

CENTURION & PARTNERS PLT

have served as the Company’s auditor since 2020.

Kuala Lumpur, Malaysia

Lumpur, Malaysia

March 30, 2022

GREEN LAND CORP.

GREEN LAND CORPORATION

OF DECEMBER 31, 2022 AND 2021

1 unchanged sentence

of December 31,

paid, prepayments and other receivables

and cash equivalents

CURRENT ASSETS

in other companies

non-current assets

AND STOCKHOLDERS’ DEFICIT

payable and accrued expenses

due to related party

due to director

CURRENT LIABILITIES

STOCKHOLDERS’

stock, $ 0.001 par value;

Accrued expenses

to related party

Commitments and Contingencies

STOCKHOLDERS’ DEFICIT

Preferred Stock, $ 0.001

shares authorized;

730,039,317 issued and outstanding, respectively

stock, $ 0.001 par value;

issued and outstanding at December 31, 2022 and 2021, respectively

Common Stock, $ 0.001

shares authorized;

1,259,858 issued and outstanding, respectively

paid-in capital

other comprehensive loss

issued and outstanding at December 31, 2022 and 1,460,079

issued and outstanding at December 31, 2021, respectively

Additional paid-in capital

( 36,870,106 )

( 36,834,447 )

STOCKHOLDERS’ DEFICIT

TOTAL STOCKHOLDERS’

LIABILITIES AND STOCKHOLDERS’ DEFICIT

accompanying notes to consolidated financial statements.

GREEN LAND CORP.

OF OPERATIONS AND COMPREHENSIVE LOSS

accompanying notes to financial statements.

GREEN LAND CORPORATION

OF OPERATIONS

YEARS ENDED DECEMBER 31, 2022 and 2021

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):

Foreign exchange adjustment gain/(loss)

COMPREHENSIVE

For the year ended

OPERATING EXPENSES:

General and administrative

$ ( 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

Net loss per share - basic and diluted

Weighted average number of common shares outstanding - basic and diluted

accompanying notes to financial statements.

GREEN LAND CORPORATION

OF CHANGES IN STOCKHOLDERS’ DEFICIT

YEARS ENDED DECEMBER 31, 2022 AND 2021

1 unchanged sentence

Paid-in Capital

PROFIT/ (DEFICIT)

Stockholders’

Preferred Stock

Paid-in Capital

PROFIT/ (DEFICIT)

as of January 01, 2020

Stockholders’

Balance as of December 31, 2020

$ ( 36,690,464 )

as of December 31, 2020

Balance as of December 31, 2021

( 36,834,447 )

Balance, value

( 36,834,447 )

Rounding due to reverse stock split

Balance as of December 31, 2022

$ ( 36,870,106 )

as of December 31, 2021

$ ( 222,658 )

Balance, value

$ ( 36,870,106 )

accompanying notes to consolidated financial statements

GREEN LAND CORP.

$ ( 222,658 )

accompanying notes to financial statements.

GREEN LAND CORPORATION

OF CASH FLOWS

1 unchanged sentence

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

the year ended

December 31, 2021

the year ended

December 31, 2020

FLOWS FROM OPERATING ACTIVITIES:

For the year ended

CASH 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

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

Changes in operating liabilities:

Accrued expenses

Net cash used in operating activities

CASH FLOWS FROM FINANCING ACTIVITY:

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.

Net cash provided by financing activity

NET CHANGE IN CASH

CASH, BEGINNING OF YEAR

CASH, END OF YEAR

SUPPLEMENTAL CASH FLOWS INFORMATION

Income taxes paid

Interest paid

accompanying notes to financial statements.

GREEN LAND CORPORATION

TO FINANCIAL STATEMENTS

2 unchanged sentences

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.

Sino Green Land Corporation (the “Company”),

formerly known as Go Silver Toprich Holding Inc., is a corporation organized under the laws of the State of Nevada.

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, 2022, the Company recorded

no revenue, incurred a net loss of $ 35,659 , and used cash in operating activities of $ 47,743 , and at December 31, 2022, had a stockholders’

deficit of $ 222,658 .

These 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 ability of the Company to continue as a going

concern is dependent on raising capital to fund its initial business plan and ultimately to attain profitable operations.

Management believes

additional cash required to meet the Company’s obligations as they become due will be provided by way of advances from related parties.

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 stockholders, in the case of equity financing.

Reverse stock split

2022 , the Company filed a Certificate of Change with the Secretary of State of the

State of Nevada to effectuate a one-for-five hundred (1:500)

reverse stock split of its Common Stock without any change to its par value.

Accordingly, all common shares and preferred

shares and per share amounts in these consolidated financial statements have been adjusted retroactively to reflect the reverse

stock split as if the split occurred at the beginning of the earliest period presented in this Annual Report.

a result of the Reverse Stock Split, the number of the outstanding shares of Common Stock was decreased from 730,039,317

(pre-split) shares to 1,460,535

(post-split) shares, while the number of shares of Preferred Stock outstanding was reduced from 1,259,898

shares to 2,520

The COVID-19 pandemic has negatively impacted the

global economy, workforces, customers, and created significant volatility and disruption of financial markets.

The Company monitors guidance

from national and local public health authorities and has implemented health and safety precautions and protocols in response to these

The extent of the impact of the COVID-19 pandemic has had and will continue to have on the Company’s business is highly

uncertain and difficult to predict and quantify at this time.

The continuing impact of the COVID-19 pandemic, higher

inflation, the actions by central banks to address inflation, increases in interest rates, and rising energy prices create uncertainty

about the future economic environment which will continue to evolve and, we believe, will impact businesses in 2023.

The implications

of higher government deficits and debt, tighter monetary policy, and potentially higher long-term interest rates may drive a higher cost

of capital for the business

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.

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.

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 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:

Significant estimates include estimates for the accruals of potential liabilities.

The Company uses an asset

and liability approach for accounting and reporting for income taxes that allows 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’s

policy is to recognize interest and/or penalties related to income tax matters in income tax expense.

Net loss per share

The Company calculates net loss per share in accordance

with ASC Topic 260, “Earnings per Share.” Basic net loss per share is computed by dividing the net loss by the weighted-average

number of common shares outstanding during the period.

Diluted net loss per share is computed like basic net 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.

As of December 31, 2022, the Company has no potentially

dilutive securities, such as options or warrants, outstanding.

value measurements

Company follows the guidance of ASC 820-10, “Fair Value Measurements and Disclosures”, 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;

1 unchanged sentence

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

Company believes the carrying amounts reported in the balance sheets for accrued expenses and due to related party, approximate their

fair values because of the short-term nature of these financial instruments.

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.

1 unchanged sentence

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.

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

2 unchanged sentences

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

The adoption of ASU 2016-13 is not expected to

have a material impact on the Company’s financial position, results of operations, and cash flows.

recent accounting pronouncements and guidance issued by the FASB, 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.

ACCRUED EXPENSES

OF ACCRUED EXPENSES

Accrued audit fees

Accrued accounting fees

Accrued professional fees

Accrued transfer agent fees

Total accrued expenses

PREFERRED STOCK AND COMMON STOCK

Preferred Stock

The Company is authorized to issue 20,000,000 shares

of Preferred Stock with a par value of $ 0.001 per share As of December 31, 2022 and 2021, the Company had 2,520 shares of Preferred Stock

issued and outstanding, respectively.

The Company is authorized to issue 780,000,000 shares

of Common Stock with a par value of $ 0.001 per share.

As of December 31, 2022 and 2021, the Company had 1,460,535 shares of Common Stock

issued and outstanding, respectively.

As of December 31, 2022, Wo Kuk Ching (“Ms.

Wo”), the Company’s Chief Executive Officer, President, and Director, directly owned or controlled through direct family

members or family-owned entities, 960,000 shares of Common Stock which represented approximately 65.7 % voting power of the Company’s

RELATED PARTIES

of December 31, 2022, and 2021, the Company owed $ 208,140

and $ 160,397

to its former Chief Executive Officer and Director, Luo Xiong, for funds advances to the Company.

The amounts are unsecured, are

non-interest bearing, and are payable on demand.

Luo is the spouse of Wo Kuk Ching, our Chief Executive Officer, President, and

Company had no income tax expense for the years ended December 31, 2022, and 2021, respectively.

A reconciliation of the income tax expense

determined at statutory federal income tax rate to the Company’s income taxes is as follows:

SCHEDULE OF RECONCILIATION OF INCOME TAX EXPENSE

For the year ended December 31,

Loss from continuing operations before income tax:

$ ( 143,983 )

Federal statutory tax rate

Income tax benefit at statutory rate

Change in valuation allowance

Income tax provision

SCHEDULE OF DEFERRED TAX ASSETS

Components of deferred tax assets:

Net operating loss carryforwards

Gross deferred tax assets

valuation allowance

( 1,592,163 )

( 1,584,675 )

Net deferred tax asset

provisions of ASC Topic 740, Accounting for Income Taxes, require an assessment of both positive and negative evidence when determining

whether it is more likely than not that deferred tax assets are recoverable.

As of December 31, 2022, and 2021, based on all available

objective evidence, including the existence of cumulative losses, the Company determined that it was more likely than not that the net

deferred tax assets were not fully realizable.

Accordingly, the Company established a full valuation allowance against its net deferred

The Company intends to maintain a full valuation allowance on net deferred tax assets until sufficient positive evidence

exists to support reversal of the valuation allowance.

Company adopted the provisions of ASC 740, which requires companies to determine whether it is “more likely than not” that

a tax position will be sustained upon examination by the appropriate taxing authorities before any tax benefit can be recorded 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.

ASC 740 also provides guidance on the recognition, measurement, classification and interest and penalties related

to uncertain tax positions.

As of December 31, 2022, and 2021, no liability for unrecognized tax benefits was required to be recorded

or disclosed.

SUBSEQUENT EVENT

March 1, 2023, the Company entered into a Non-Binding Letter of Intent (the “LOI”) in which the Company would acquire all

of the issued and outstanding securities of Sunshine Green Land Corp., a Labuan corporation (“Sunshine Green”).

Green owns and operates Tian Li Eco Group Holdings Sdn.

Bhd., a development stage company that specializes in the processing for plastic

waste bottles, PET plastic flakes, and packaging.

The LOI proposes that the Company would acquire 100 % of the issued and outstanding

stock of Sunshine Green in exchange for approximately 143 million shares of the Company’s Common Stock, and approximately 16 million

shares of the Company’s Convertible Preferred Stock.

Luo, former CEO and director of the Company and spouse of the Company’s

Wo Kuk Ching (see Note 5), is a director of Sunshine Green.

Completion of the transaction is subject to, among other matters,

the completion of due diligence, the negotiation of a final agreement, and approval of the transaction by the board of directors.

assurance can be given that the parties will be able agree on a final agreement or that the transactions herein contemplated will close.

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