Sino Green Land Corp. 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Quarterly Period Ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______________ to _______________ Commission File Number 000-53208 SINO GREEN LAND CORPORATION (Exact name of registrant issuer as specified in its charter) Nevada 54-0484915 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) No. 3 & 5 , Jalan Hi Tech 7/7 , Kawasan Perindustrian Hi Tech 7 , 43500 Semenyih, Selangor , Malaysia . (Address of principal executive offices, including zip code) Registrant’s phone number, including area code +603 8727 8732 Securities registered pursuant to Section 12(b) of the Act: Title of each class: Trading Symbol(s) Name of each exchange on which registered: Common Stock, $0.001 par value SGLA OTC Market – Pink Sheets Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES ☒ NO ☐ Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding twelve months (or shorter period that the registrant was required to submit and post such files). YES ☐ NO ☒ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. Large Accelerated Filer ☐ Accelerated Filer ☐ Non-accelerated Filer ☒ Smaller reporting company ☒ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐ APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS: Indicate by check mark whether the registrant has fled all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☐ No ☒ APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuer’s classes of Common Stock, as of the latest practicable date. Class Outstanding at May 15, 2023 Common Stock, $0.001 par value 1,460,535 TABLE OF CONTENTS Page PART I FINANCIAL INFORMATION ITEM 1. CONDENSED FINANCIAL STATEMENTS: 3 Condensed Balance Sheets as of March 31, 2023 (Unaudited) and December 31, 2022 3 Condensed Statements of Operations for the three months ended March 31, 2023 and 2022 (Unaudited) 4 Condensed Statements of Stockholders’ Deficit for the three months ended March 31, 2023 and 2022 (Unaudited) 5 Condensed Statements of Cash Flows for the three months ended March 31, 2023 and 2022 (Unaudited) 6 Notes to Condensed Financial Statements 7 ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 10 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 11 ITEM 4. CONTROLS AND PROCEDURES 11 PART II OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS 12 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS 12 ITEM 3. DEFAULTS UPON SENIOR SECURITIES 12 ITEM 4. MINE SAFETY DISCLOSURES 12 ITEM 5. OTHER INFORMATION 12 ITEM 6. EXHIBITS 13 SIGNATURES 14 2 PART I FINANCIAL INFORMATION ITEM 1. CONDENSED FINANCIAL STATEMENTS: SINO GREEN LAND CORPORATION CONDENSED BALANCE SHEETS AS OF MARCH 31, 2023, AND DECEMBER 31, 2022 (Currency expressed in United States Dollars (“US$”), except for number of shares) March 31, December 31, 2023 2022 (Unaudited) ASSETS $ $ CURRENT ASSETS - - TOTAL ASSETS $ - $ - LIABILITIES AND STOCKHOLDERS’ DEFICIT CURRENT LIABILITIES Accrued expenses $ 1,299 $ 14,518 Due to related party 248,425 208,140 TOTAL LIABILITIES 249,724 222,658 Commitments and Contingencies - - STOCKHOLDERS’ DEFICIT Preferred Stock, $ 0.001 par value; 20,000,000 shares authorized; 2,520 issued and outstanding at March 31, 2023 and December 31, 2022, respectively 1,260 1,260 Common Stock, $ 0.001 par value; 780,000,000 shares authorized; 1,460,535 issued and outstanding at March 31, 2023 and December 31, 2022, respectively 730,267 730,267 Additional paid-in capital 35,915,921 35,915,921 Accumulated deficit ( 36,897,172 ) ( 36,870,106 ) TOTAL STOCKHOLDERS’ DEFICIT ( 249,724 ) ( 222,658 ) TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT $ - $ - See accompanying notes to the condensed financial statements. 3 SINO GREEN LAND CORPORATION CONDENSED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2023, AND 2022 (Currency expressed in United States Dollars (“US$”), except for number of shares) (Unaudited) Three months ended March 31, 2023 2022 REVENUES $ - $ - OPERATING EXPENSES: General and administrative 27,066 3,207 NET LOSS $ 27,066 $ 3,207 Net loss per share - basic and diluted $ 0.02 $ 0.00 Weighted average number of common shares outstanding - basic and diluted 1,460,535 1,460,079 See accompanying notes to the condensed financial statements. 4 SINO GREEN LAND CORPORATION CONDENSED STATEMENTS OF STOCKHOLDERS’ DEFICIT FOR THE THREE MONTHS ENDED MARCH 31, 2023, AND 2022 (Currency expressed in United States Dollars (“US$”), except for number of shares) (Unaudited) Three months ended March 31, 2023 Number of shares Amount Number of shares Amount Additional Paid-in Capital Accumulated Deficit Total Stockholders’ Deficit Balance, December 31, 2022 2,520 $ 1,260 1,460,535 $ 730,267 $ 35,915,921 $ ( 36,870,106 ) $ ( 222,658 ) Net loss - - - - - ( 27,066 ) ( 27,066 ) Balance, March 31, 2023 (Unaudited) 2,520 $ 1,260 1,460,535 $ 730,267 $ 35,915,921 $ ( 36,897,172 ) $ ( 249,724 ) Three months ended March 31, 2022 Number of shares Amount Number of shares Amount Additional Paid-in Capital Accumulated Deficit Total Stockholders’ Deficit Balance, December 31, 2021 2,520 $ 1,260 1,460,079 $ 730,039 $ 35,916,149 $ ( 36,834,447 ) $ ( 186,999 ) Balance 2,520 $ 1,260 1,460,079 $ 730,039 $ 35,916,149 $ ( 36,834,447 ) $ ( 186,999 ) Net loss - - - - - ( 3,207 ) ( 3,207 ) Balance, March 31, 2022 (Unaudited) 2,520 $ 1,260 1,460,079 $ 730,039 $ 35,916,149 $ ( 36,837,654 ) $ ( 190,206 ) Balance 2,520 $ 1,260 1,460,079 $ 730,039 $ 35,916,149 $ ( 36,837,654 ) $ ( 190,206 ) See accompanying notes to the condensed financial statements. 5 SINO GREEN LAND CORPORATION CONDENSED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2023, AND 2022 (Currency expressed in United States Dollars (“US$”), except for number of shares) (Unaudited) Three months ended March 31, 2023 2022 CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ ( 27,066 ) $ ( 3,207 ) Changes in operating assets and liabilities: Prepaid expense - ( 548 ) Accrued expenses ( 13,219 ) ( 6,902 ) Net cash used in operating activities ( 40,285 ) ( 10,657 ) CASH FLOWS FROM FINANCING ACTIVITIES: Due to related party 40,285 10,657 Net cash provided by financing activities 40,285 10,657 NET CHANGE IN CASH - - CASH, BEGINNING OF PERIOD - - CASH, END OF PERIOD $ - $ - SUPPLEMENTAL CASH FLOWS INFORMATION Income taxes paid $ - $ - Interest paid $ - $ - See accompanying notes to the condensed financial statements. 6 SINO GREEN LAND CORPORATION NOTES TO CONDENSED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2023, AND 2022 (Unaudited) 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 three months ended March 31, 2023, the Company recorded no revenue, incurred a net loss of $ 27,066 , and used cash in operating activities of $ 40,285 , and at March 31, 2023, had a stockholders’ deficit of $ 249,724 . These factors raise 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 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 Quarterly 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 continuously impact businesses during 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. 7 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”). The unaudited condensed financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) pursuant to the applicable rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information. The unaudited condensed financial statements have been prepared on the same basis as the Company’s annual financial statements for the year ended December 31, 2022, and, in the opinion of management, reflect all adjustments, which consist of normal recurring adjustments, considered necessary for a fair presentation of the periods presented. The results of operations for the interim periods presented are not necessarily indicative of the results of operations to be expected for the full fiscal year ending December 31, 2023. These unaudited condensed financial statements should be read in conjunction with the Company’s audited financial statements and accompanying notes, included in the Company’s 2022 Annual Report on Form 10-K, filed with the SEC. The condensed balance sheet as of December 31, 2022, was derived from the audited financial statements as of that date, but does not include all disclosures, including notes, required by 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. 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 March 31, 2023, the Company has no potentially dilutive securities, such as options or warrants, outstanding. 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 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which replaces the existing incurred loss impairment model with an expected credit loss model and requires a financial asset measured at amortized cost to be presented at the net amount expected to be collected. This new standard is effective for the Company in the fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, and will be applied as a cumulative-effect adjustment to retained earnings. The Company adopted ASU 2016-03 as of January 1, 2023, with no impact on our condensed financial statements or the related disclosures. 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. 8 3. ACCRUED EXPENSES SCHEDULE OF ACCRUED EXPENSES As of March 31, 2023 As of December 31, 2022 (Unaudited) Accrued audit fee $ - $ 12,000 Accrued professional fees 1,299 995 Accrued transfer agent fee - 1,523 Total accrued expenses $ 1,299 $ 14,518 4. RELATED PARTIES As of March 31, 2023, and December 31, 2022, the Company owed $ 248,425 and $ 208,140 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. 9 ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following information should be read in conjunction with (i) the financial statements of Sino Green Land Corporation, a Nevada corporation, and the notes thereto appearing elsewhere in this Form 10-Q together with (ii) the more detailed business information and the December 31, 2022 audited financial statements and related notes included in the Company’s most recent Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on March 31, 2023. Statements in this section and elsewhere in this Form 10-Q that are not statements of historical or current fact constitute “forward-looking” statements. Overview Sino Green Land Corporation (the “Company” or “we” or “our”) was incorporated under the laws of the State of Nevada on March 6, 2008, under the name of Henry County Plywood Corporation, as successor by merger to a Virginia corporation incorporated in May 1948 under the same name. On March 17, 2009, we changed our name from “Henry County Plywood Corporation” to “Sino Green Land Corporation”. On January 7, 2020, we renamed from “Sino Green Land Corporation” to “Go Silver Toprich, Inc.”. On August 31, 2020, we changed the name from “Go Silver Toprich, Inc.” back to “Sino Green Land Corporation”. Our current name is Sino Green Land Corporation, and our fiscal year end is December 31. Results of Operations Revenues and Cost of Revenues No revenues and cost of revenues were recorded for the three months ended March 31, 2023, and 2022, respectively. General and Administrative (G&A) Expenses Our general and administrative (G&A) expenses were $27,066 and $3,207 for the three months ended March 31, 2023, and 2022, respectively. In 2023, these G&A expenses comprised of accounting fee of $5,000, legal fee of $5,000, transfer agent fee of $505 and other professional fee of $16,561, respectively. Liquidity and Capital Resources As of March 31, 2023, we had no cash balance and $249,724 in outstanding liabilities, including $248,425 due to our former CEO, Lou Xiong, a related party. We do not have sufficient cash on hand to fund our ongoing operational expenses for the next 6 months. We will need to raise funds to maintain our operations and to pay our ongoing operational expenses. Additional funding will likely come from equity financing from the sale of our Common Stock. If we are successful in completing an equity financing, existing shareholders will experience dilution of their interest in our Company. We do not have any financing arrangement and we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our Common Stock to fund our operations and ongoing operational expenses. In the absence of such financing, our business will likely fail. There are no assurances that we will be able to achieve further sales of our Common Stock or any other form of additional financing. Critical Accounting Policies and Estimates Use of Estimates In preparing these financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheets, and expenses during the periods reported. Actual results may differ from these estimates. Off-Balance Sheet Arrangements As of March 31, 2023, we have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders. 10 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. As a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act), we are not required to provide the information called for by this Item 3. ITEM 4. CONTROLS AND PROCEDURES. DISCLOSURE CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures: We conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of March 31, 2023. This evaluation was carried out by Wo Kuk Ching (“Ms. Wo”), our Chief Executive Officer and Wong Ching Wing (“Elise”), our Chief Financial Officer, who also serve as our principal executive officer and principal financial and accounting officer, respectively. Based upon that evaluation, Ms. Wo and Elise concluded that, as of March 31, 2023, our disclosure controls and procedures were not effective due to the presence of material weaknesses in internal control 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 the company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management has identified the following material weaknesses which have caused management to conclude that, as of March 31, 2023, our disclosure controls and procedures were not effective: Inadequate segregation of duties consistent with control objectives. Changes in Internal Control over Financial Reporting: There were no changes in our internal control over financial reporting during the quarter ended March 31, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 11 PART II — OTHER INFORMATION Item 1. Legal Proceedings We are not currently involved in any legal proceedings, and we are not aware of any pending or potential legal actions. Item 1A. Risk Factors. We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds None Item 3. Defaults Upon Senior Securities None Item 4. Mine Safety Disclosures Not applicable. Item 5. Other Information. None 12 ITEM 6. Exhibits Exhibit No. Description 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 and accounting officer* 32.1 Section 1350 Certification of principal executive officer * 32.2 Section 1350 Certification of principal financial and accounting officer * 101.INS Inline XBRL Instance Document* 101.SCH Inline XBRL Schema Document* 101.CAL Inline XBRL Calculation Linkbase Document* 101.DEF Inline XBRL Definition Linkbase Document* 101.LAB Inline XBRL Label Linkbase Document* 101.PRE Inline XBRL Presentation Linkbase Document* 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Filed herewith. 13 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: May 15, 2023 By: /s/ Teresa Wo Kuk Ching Title: Chief Executive Officer 14