Sino Green Land Corp. 10-K

ITEM 9A. CONTROLS AND PROCEDURES Disclosures Control and Procedures Under 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 report. 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. Management’s Annual Report on Internal Control over Financial Reporting Management 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. We 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. The 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. The 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. GAAP. 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. 7 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE The following table sets forth certain information about our executive officers and directors as of the date of this Annual Report: NAME AGE POSITIONS AND OFFICES Wo Kuk Ching 68 Chief Executive Officer, President, Director Wong Ching Wing Wong Erin 44 39 Chief Financial Officer, Treasurer, Director Secretary Wo 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. Ms. Wo is mother of our Chief Financial Officer, Treasurer and Director, Wong Ching Wing (“Elise”) and our Secretary, Wong Erin (“Erin”), respectively. Ms. Wo graduated from University of London in 2010 and holds a bachelor’s degree of science in accounting and finance. She obtained 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) Limited. Ms. Wo brings to the board of directors his business leadership, corporate strategy, and accounting and financial expertise. Wong Ching Wing (“Elise”) , age 44, has served as our Chief Financial Officer, Treasurer and Director since July 2, 2020. Elise is daughter of our Chief Executive Officer, President and Director, Wo Kuk Ching and sister of our Secretary, Wong Erin, respectively. Elise graduated from University of California, Davis, in 2005 and holds a bachelor’s degree of science in computer science. She earned 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) Limited. Elise brings to the board of directors her extensive knowledge and experience in business management and financial planning. Wong 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. 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 Chief Executive Officer, the Chief Financial Officer, and the board of directors of the Company review the Company’s internal accounting controls, practices, and policies. Committees of the Board The 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 believe that it is not necessary to have such committees, at this time, because the directors 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. We 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 to date. 8 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. Shareholder Proposals The 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. 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 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. 9 ITEM 11. EXECUTIVE COMPENSATION SUMMARY COMPENSATION TABLE Set 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 Year Salary ($) Bonus ($) Stock Compensation ($) Option Awards ($) Non-Equity Incentive Plan Compensation ($) Nonqualified Deferred Compensation Earnings ($) All Other Compensation ($) Total ($) Wo Kuk Ching (1) 2022 - - - - - - - - 2021 - - - - - - - - Wong Ching Wing (2) 2022 - - - - - - - - 2021 - - - - - - - - Luo Xiong (3) 2022 - - - - - - - - 2021 - - - - - - - - (1) Since July 2, 2020, Wo Kuk Ching (Ms. Wo”) has served as President and Director. Effective from December 31, 2021, Ms. Wo serves as Chief Executive Officer. Ms. Wo currently holds the positions of Chief Executive Officer, President, and Director, respectively. Ms. Wo is mother of our Chief Financial Officer, Treasurer and Director, Wong Ching Wing (“Elise”) and our Secretary, Wong Erin (“Erin”), respectively. Ms. Wo is also spouse of our former Chief Executive Officer and Director, Luo Xiong (“Mr. Luo”). (2) Since July 2, 2020, Wong Ching Wing (“Elise”) has served as Chief Financial Officer, Treasurer and Director. Elise 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. Mr. Luo is spouse of Ms. Wo, our Chief Executive Officer, President, and Director. STOCK OPTION GRANTS We have not granted any stock options to our executive officers since our incorporation. EMPLOYMENT AGREEMENTS We do not have an employment or consulting agreement with any officers or Directors. 10 DIRECTOR’S COMPENSATION The following table sets forth directors’ compensation as of December 31, 2022 (2021: Nil). Name Salary ($) Bonus ($) Stock Compensation ($) Option Awards ($) Non-Equity Incentive Plan Compensation ($) Nonqualified Deferred Compensation Earnings ($) All Other Compensation ($) Total ($) Wo Kuk Ching (1) - - - - - - - - Wong Ching Wing (2) - - - - - - - - Luo Xiong (3) - - - - - - - - (1) Since July 2, 2020, Wo Kuk Ching (Ms. Wo”) has served as President and Director. Effective from December 31, 2021, Ms. Wo serves as Chief Executive Officer. Ms. Wo currently holds the positions of Chief Executive Officer, President, and Director, respectively. Ms. Wo is mother of our Chief Financial Officer, Treasurer and Director, Wong Ching Wing (“Elise”) and our Secretary, Wong Erin (“Erin”), respectively. Ms. Wo is also spouse of our former Chief Executive Officer and Director, Luo Xiong (“Mr. Luo”). (2) Since July 2, 2020, Wong Ching Wing (“Elise”) has served as Chief Financial Officer, Treasurer and Director. Elise 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. Mr. Luo is spouse of Ms. Wo, our Chief Executive Officer, President, and Director. COMPENSATION DISCUSSION AND ANALYSIS DIRECTOR COMPENSATION The board of directors does not currently receive any consideration for their services as members of the board of directors. The board of 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. EXECUTIVE COMPENSATION PHILOSOPHY The 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 performance. 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. INCENTIVE BONUS The 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. LONG-TERM, STOCK BASED COMPENSATION To 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. 11 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS Preferred Stock The Company is authorized to issue 20,000,000 shares of Preferred Stock. As 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. Common Stock The Company is authorized to issue 780,000,000 shares of Common Stock. As 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. The 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. The percentages below are calculated based on 1,460,535 shares of our Common Stock issued and outstanding as of December 31, 2022. We do not have any outstanding warrant, options, or other securities exercisable for or convertible into shares of our Common Stock. Name of Beneficial Owner Number of Common Stock Owned Percentage of Ownership Wo Kuk Ching (Chief Executive Officer, President, and Director) (1) 760,000 52.04 % Wong Ching Wing (Chief Financial Officer, Treasurer, and Director (2) 40,000 2.74 % Wong Erin (Secretary) (3) 40,000 2.74 % All executive officers and directors as a group (3 persons named above) 840,000 57.52 % Empower International Trading Sdn. Bhd. (4) 120,000 8.22 % Other owners of the Company 500,535 34.26 % 1,460,535 100.00 % (1) Wo 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. Ms. Wo is mother of our Chief Financial Officer, Treasurer and Director, Wong Ching Wing (“Elise”) and our Secretary, Wong Erin (“Erin”), respectively. Ms. Wo is also spouse of our former Chief Executive Officer and Director, Luo Xiong (“Mr. Luo”). (2) Wong 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. Elise is daughter of our Chief Executive Officer, President, and Director, Ms. Wo and sister of our Secretary, Erin. (3) Wong Erin (“Erin”), our Secretary, and currently owns 40,000 shares of our Common Stock, approximately 2.74% of total issued and outstanding shares. Erin is daughter of our Chief Executive Officer, President, and Director, Ms. Wo and sister of our Chief Financial Officer, Treasurer and Director, Elise. (4) Empower International Trading Sdn. Bhd. (“Empower”), a Malaysia corporation, currently owns 120,000 shares of our Common Stock, approximately 8.22% of total issued and outstanding shares. Luo Xiong, spouse of our Chief Executive Officer, President and Director, Wo Kuk Ching, is sole director and shareholder of Empower. 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 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 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 date. 12 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, DIRECTOR INDEPENDENCE None. 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, 2022 2021 Audit fees $ 12,000 $ 16,756 Audit related fees - - All other fees - - Total $ 12,000 $ 16,756 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. The category of “Audit-related fees” includes employee benefit plan audits, internal control reviews and accounting consultation. All 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. 13 PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) Financial Statements The following are filed as part of this report: Financial Statements Reference is made to the Index to Financial Statements on page F-1, where these documents are listed. (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* 31.2 Rule 13(a)-14(a)/15(d)-14(a) Certification of principal financial officer* 32.1 Section 1350 Certification of principal executive officer* 32.2 Section 1350 Certification of principal financial officer* * Filed herewith. ** As filed in the Registrant’s Registration Statement on Form S-1. 14 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 CORPORATION (Name of Registrant) Date: March 31, 2023 By: /s/ Wo Kuk Ching Title: Chief Executive Officer (Principal Executive Officer) 15 SINO GREEN LAND CORPORA TION INDEX TO FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm (PCAOB ID: 572 ) F-2 Report of Independent Registered Public Accounting Firm (PCAOB ID: 6723 ) F-3 Financial Statements Balance Sheets as of December 31, 2022 and 2021 F-4 Statements of Operations for the years ended December 31, 2022 and 2021 F-5 Statements of Changes in Stockholders’ Deficit for the years ended December 31, 2022 and 2021 F-6 Statements of Cash Flows for the years ended December 31, 2022 and 2021 F-7 Notes to Financial Statements for the years ended December 31, 2022 and 2021 F-8 F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of Sino Green Land Corporation Opinion on the Financial Statements We 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. Going Concern The 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. 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 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. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We 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. 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 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. Our 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. We have served as the Company’s auditor since 2022. /s/ Weinberg & Company, P.A. Los Angeles, California March 31, 2023 F- 2 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Board of Directors and Stockholders of Sino Green Land Corporation 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 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 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 We have served as the Company’s auditor since 2020. Kuala Lumpur, Malaysia Date: March 30, 2022 F- 3 SINO GREEN LAND CORPORATION BALANCE SHEETS AS OF DECEMBER 31, 2022 AND 2021 (Currency expressed in United States Dollars (“US$”), except for number of shares) 2022 2021 As of December 31, 2022 2021 ASSETS $ $ CURRENT ASSETS TOTAL ASSETS $ - $ - LIABILITIES AND STOCKHOLDERS’ DEFICIT CURRENT LIABILITIES Accrued expenses $ 14,518 $ 26,602 Due to related party 208,140 160,397 TOTAL LIABILITIES 222,658 186,999 Commitments and Contingencies - - STOCKHOLDERS’ DEFICIT Preferred Stock, $ 0.001 par value; 20,000,000 shares authorized; 2,520 issued and outstanding at December 31, 2022 and 2021, respectively 1,260 1,260 Common Stock, $ 0.001 par value; 780,000,000 shares authorized; 1,460,535 issued and outstanding at December 31, 2022 and 1,460,079 issued and outstanding at December 31, 2021, respectively 730,267 730,039 Additional paid-in capital 35,915,921 35,916,149 Accumulated deficit ( 36,870,106 ) ( 36,834,447 ) TOTAL STOCKHOLDERS’ DEFICIT ( 222,658 ) ( 186,999 ) TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT $ - $ - See accompanying notes to financial statements. F- 4 SINO GREEN LAND CORPORATION STATEMENTS OF OPERATIONS FOR YEARS ENDED DECEMBER 31, 2022 and 2021 (Currency expressed in United States Dollars (“US$”), except for number of shares) 2022 2021 For the year ended December 31, 2022 2021 REVENUES $ - $ - OPERATING EXPENSES: General and administrative ( 35,659 ) ( 143,983 ) NET LOSS $ ( 35,659 ) $ ( 143,983 ) Net loss per share - basic and diluted $ ( 0.02 ) $ ( 0.10 ) Weighted average number of common shares outstanding - basic and diluted 1,460,364 1,460,079 See accompanying notes to financial statements. F- 5 SINO GREEN LAND CORPORATION STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT FOR YEARS ENDED DECEMBER 31, 2022 AND 2021 (Currency expressed in United States Dollars (“US$”), except for number of shares) Number of shares Amount Number of shares Amount Additional Paid-in Capital Accumulated Deficit Total Stockholders’ Deficit Preferred Stock Common Stock Number of shares Amount Number of shares Amount Additional Paid-in Capital Accumulated Deficit Total Stockholders’ Deficit Balance as of December 31, 2020 2,520 $ 1,260 1,460,079 $ 730,039 $ 35,916,149 $ ( 36,690,464 ) $ ( 43,016 ) Net loss - - - - - ( 143,983 ) ( 143,983 ) Balance as of December 31, 2021 2,520 1,260 1,460,079 730,039 35,916,149 ( 36,834,447 ) ( 186,999 ) Balance, value 2,520 1,260 1,460,079 730,039 35,916,149 ( 36,834,447 ) ( 186,999 ) Rounding due to reverse stock split - - 456 228 ( 228 ) - - Net loss - - - - - ( 35,659 ) ( 35,659 ) Balance as of December 31, 2022 2,520 $ 1,260 1,460,535 $ 730,267 $ 35,915,921 $ ( 36,870,106 ) $ ( 222,658 ) Balance, value 2,520 $ 1,260 1,460,535 $ 730,267 $ 35,915,921 $ ( 36,870,106 ) $ ( 222,658 ) See accompanying notes to financial statements. F- 6 SINO GREEN LAND CORPORATION STATEMENTS OF CASH FLOWS FOR YEARS ENDED DECEMBER 31, 2022 AND 2021 (Currency expressed in United States Dollars (“US$”)) 2022 2021 For the year ended December 31, 2022 2021 CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ ( 35,659 ) $ ( 143,983 ) Adjustments to reconcile net loss to net cash used in operating activities: Changes in operating liabilities: Accrued expenses ( 12,084 ) 14,000 Net cash used in operating activities ( 47,743 ) ( 129,983 ) CASH FLOWS FROM FINANCING ACTIVITY: Due to related party 47,743 129,983 Net cash provided by financing activity 47,743 129,983 NET CHANGE IN CASH - - CASH, BEGINNING OF YEAR - - CASH, END OF YEAR $ - $ - SUPPLEMENTAL CASH FLOWS INFORMATION Income taxes paid $ - $ - Interest paid $ - $ - See accompanying notes to financial statements. F- 7 SINO GREEN LAND CORPORATION NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (Currency expressed in United States Dollars (“US$”), except for number of shares) 1. ORGANIZATION AND BUSINESS BACKGROUND 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 On May 18, 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. As 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 shares. COVID-19 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 guidelines. 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. Inflation 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 F- 8 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 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”). 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. Significant estimates include estimates for the accruals of potential liabilities. Income Taxes 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. F- 9 Fair value measurements The 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: 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 The 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. Recent accounting pronouncements 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 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. Other 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. F- 10 3. ACCRUED EXPENSES SCHEDULE OF ACCRUED EXPENSES 2022 2021 As of December 31, 2022 2021 Accrued audit fees 12,000 9,000 Accrued accounting fees - 4.000 Accrued professional fees 995 13,000 Accrued transfer agent fees 1,523 602 Total accrued expenses $ 14,518 $ 26,602 4. 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. Common Stock 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 stock. 5. RELATED PARTIES As 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. Mr. Luo is the spouse of Wo Kuk Ching, our Chief Executive Officer, President, and Director. 6. INCOME TAXES The 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 2022 2021 For the year ended December 31, 2022 2021 Loss from continuing operations before income tax: $ ( 35,659 ) $ ( 143,983 ) U.S. Federal statutory tax rate 21 % 21 % Income tax benefit at statutory rate ( 7,488 ) ( 30,236 ) Change in valuation allowance 7,488 30,236 Income tax provision $ - $ - SCHEDULE OF DEFERRED TAX ASSETS 2022 2021 As of December 31, 2022 2021 Components of deferred tax assets: Net operating loss carryforwards $ 1,592,163 $ 1,584,675 Gross deferred tax assets 1,592,163 1,584,675 Less: valuation allowance ( 1,592,163 ) ( 1,584,675 ) Net deferred tax asset $ - $ - The 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 tax assets. 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. The 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. 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. F- 11 7. SUBSEQUENT EVENT On 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”). Sunshine 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. Mr. Luo, former CEO and director of the Company and spouse of the Company’s CEO, Ms. 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. No assurance can be given that the parties will be able agree on a final agreement or that the transactions herein contemplated will close. F- 12