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|UNITED STATES                                                                                       
|----------------------------------------------------------------------------------------------------
|SECURITIES AND EXCHANGE COMMISSION                                                                  
|Washington, D.C. 20549                                                                              
|                                                                                                    
|FORM 10-K                                                                                           
|                                                                                                    
|[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
      SECURITIES EXCHANGE ACT OF 1934      
|For the fiscal year ended: December 31, 2009                                                        
|                                                                                                    
|[   ] 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 as specified in
      its charter)        
|--------------------------------------------------------------------
|                                                                    
|Nevada                                                              
|(State or other jurisdiction of incorporation or
      organization)
|                                                                    
|6/F No.947,Qiao Xing Road, Shi Qiao
      Town                      
|Pan Yu District, Guang Zhou                                         
|Peoples Republic of China                                          
|(Address of principal executive office and zip
      code)          
|                                                                    
|86-20-84890337                                                      
|(Registrants telephone number, including area
      code)          

|N/A                                                                                                       
|----------------------------------------------------------------------------------------------------------
|(Former name, former address and former fiscal year, if
      changed since last report)                  
|                                                                                                          
|Securities registered pursuant to Section 12(b) of the
      Act: None                                    
|                                                                                                          
|Securities registered pursuant to Section 12(g) of the
      Act: Common Stock, par value $0.001 per share

|Indicate by check mark if the registrant is a
      well-known seasoned issuer, as defined in Rule 405 of the Securities Act.           
|----------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                        
|Yes [  ]      No [X]                                                                                                                    
|                                                                                                                                        
|Indicate by check mark if the registrant is not
      required to file reports pursuant to Section 13 or Section 15(d) of the
      Act.
|                                                                                                                                        
|Yes [  ]     No [X]                                                                                                                     

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 [X]    No [  ]
|------------------

---

Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrants knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [  ]

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. (Check one):

|Large accelerated filer [  ] | Accelerated filer [  ] | Non-accelerated filer [  ] | Smaller reporting company
[X]
|---------------------------- | ---------------------- | -------------------------- | -----------------------------

Indicate by check mark whether the registrant is a shell
company (as defined in Rule 12b-2 of the Act).

Yes [  ]    No [X]

The number of shares of common stock held by non-affiliates as
of the last business day of the registrants most recently completed second
fiscal quarter was 17,537,771. As of June 30, 2009, no market value was computed
based upon the fact that no active trading market was established

There were 111,943,670 shares of common stock outstanding as of
April 12, 2010.

DOCUMENTS INCORPORATED BY REFERENCE:

Information required by Part III will either be included in the
registrants definitive information statement filed with the Securities and
Exchange Commission or in an amendment to this Form 10-K no later than 120 days
after the end of the registrants fiscal year, to the extent required by the
Securities Exchange Act of 1934, as amended.

---

SINO GREEN LAND CORPORATIONFORM 10-K

For the Fiscal Year Ended December 31, 2009

TABLE OF CONTENTS

|PART I                                                                                              |   
|--------------------------------------------------------------------------------------------------- | --
|ITEM 1 BUSINESS                                                                                     | 2 
|ITEM 1A RISK FACTORS                                                                                | 13
|ITEM 1B UNRESOLVED STAFF COMMENTS                                                                   | 23
|ITEM 2 OUR PROPERTIES                                                                               | 23
|ITEM 3 LEGAL PROCEEDINGS                                                                            | 24
|ITEM 4 (REMOVED AND RESERVED)                                                                       | 24
|PART II                                                                                             | 24
|ITEM 5 MARKET PRICE AND DIVIDENDS OF OUR
      COMMON EQUITY AND RELATED STOCKHOLDER MATTERS        | 25
|ITEM 6 SELECTED FINANCIAL DATA                                                                      | 25
|ITEM 7 MANAGEMENTS DISCUSSION AND ANALYSIS OF
      FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS | 25
|ITEM 7A  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK                                  | 32
|ITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY FINANCIAL                                             | 32
|ITEM 9 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
      ON ACCOUNTING AND FINANCIAL DISCLOSURE   | 32
|ITEM 9A CONTROLS AND PROCEDURES                                                                     | 32
|ITEM 9B OTHER INFORMATION                                                                           | 33
|PART III                                                                                            |   
|ITEM 10 DIRECTORS AND EXECUTIVE OFFICERS                                                            | 33
|ITEM 11 EXECUTIVE COMPENSATION                                                                      | 33
|ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
      OWNERS AND MANAGEMENTS                       | 33
|ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE                   | 33
|ITEM 14 PRINCIPAL ACCOUNTING FEES AND SERVICES                                                      | 33

|PART IV                                         |   
|----------------------------------------------- | --
|ITEM 15 EXHIBITS, FINANCIAL STATEMENT SCHEDULES | 34

1

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PART I

|ITEM 1 | BUSINESS
|------ | --------

Overview of Our Business

We are engaged in the sale and distribution of various fruits
and vegetables in the Peoples Republic of China, or the PRC. To date, almost
all of our revenues have been generated by sales of the following products:

- Fuji apples;
- Emperor bananas; and
- Tangerine oranges.

Historically, Fuji apples have been our main profit centers,
comprising 87% and 85% of our revenues in 2008 and 2009, respectively. Emperor
bananas and tangerine oranges have been the only other products that have
generated meaningful revenues for us to date. Our growth strategy for 2010 and
2011 is to increase sales of our current products and to develop a new line of
higher margin green foods, to begin selling our products through our green foods
distribution hub and to export our products to new markets both within the PRC
and internationally.

Our Growth Strategy

We plan to expand our business by internal growth over the next
several years by pursuing a growth strategy that includes:

Increasing Sales of our Current Products and Developing a
New Line of Higher Margin Green Foods

Our short-term goal is to increase sales of our existing
products. With respect to our apples, bananas and oranges, our plan is to
continue to increase the number of farmers from whom we purchase these products
pursuant to our agreements with various farming cooperatives in the PRC. We
believe that a steady supply of fruits is crucial to our future success.
Currently, we have built strong relationships with three plantation bases in
Shaanxi, Guangdong, and Guangxi Provinces. We intend to further strengthen our
existing cooperative relationships with our plantation bases and to expand our
supply sources by securing more first priority purchase rights with cooperatives
across China. In addition, our plan for the future is to invest in a larger
processing line and packing house, which would include the construction of our
own cold storage facilities to enable us to sell greater volumes of high quality
Fuji apples throughout the year. With respect to our vegetables, our plan is to
increase sales of our deep processed vegetables that we believe will increase
our revenues and gross margin.

In addition, our long-term goal is to sell green foods
agriculture products, including fruits, vegetables, rice, meat, eggs and oil
that have been certified as green foods by the Green Food Development Center
under the PRC Ministry of Agriculture. Green foods are healthy and
environmentally friendly whose profit margins are expected to be significantly
higher than our current products. We are in the process of constructing a new
hub in the Guangdong wholesale market. We believe that our hub will be the first
hub in the PRC to provide wholesale customers with the ability to purchase such
a wide variety of green foods from one distributor in one location. Wholesale
distributors who purchase from our hub will sell our products to customers in
various regions in the PRC and to the Pearl River Delta, including Hong Kong and
Macao, thereby potentially providing us with a larger market and significant
revenues.

Selling Products Directly to Supermarkets and
Retailers

Our current sales depend almost exclusively on wholesale
distributors that purchase our products from our leased space in the Guangdong
and Beijing wholesale markets, and who in turn sell these products to
supermarkets or other retail stores located in neighboring regions in the PRC. Our
goal is to supply a substantial portion our fruit products directly from our
plantation bases to supermarkets and other retail stores in the PRC, which would
reduce our transportation costs and generate higher profit margins for our
company. We have initiated discussions with several retail stores to whom we may
be able to sell our products in the near future. However, there is no assurance
that we will be able to enter into agreements with these entities on terms
favorable to us, if at all. Our plan is to distribute our higher margin
processed vegetables directly to these retail customers so as to increase gross
margin.

2

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Distributing and Exporting Products to New
Markets

To date, all of our products have been sold to a limited number
of regions in the PRC. Our goal is to expand our domestic distribution network
and distribute our products to other regions in the PRC and to export our
products to various foreign countries, including East Timor, Indonesia, Hong
Kong SAR, Macao SAR, and Australia. In early 2010, we entered into a cooperation
agreement with certain business representatives in East Timor. Pursuant to this
agreement, the representatives will assist us in marketing the various green
foods we intend to sell to this region. We intend to export certain of our
products to East Timor beginning in 2010. We anticipate that sales of our
products to East Timor will generate significantly higher margins than domestic
sales. In addition, we have entered into an agreement with a distributor in
Australia pursuant to which we will sell green foods to this distributor once we
have developed our green foods.

Our Corporate History and StructureCorporate History and Share Exchange

We were incorporated under the laws of the State of Virginia in
May 1948 as Henry County Plywood Corporation. We were originally formed for the
purchase, sale, lease and manufacture of lumber, and other wood products. We
reincorporated in Nevada on March 18, 2008. From July 2004 until January 15,
2009, we were a shell company with no operations and our sole purpose was to
consummate a merger or acquisition with a private operating company.

Organic Region Group Limited, or Organic Region, was
incorporated in the BVI on January 30, 2003. On January 15, 2009, we completed a
reverse acquisition transaction with Organic Region, whereby we issued to the
shareholders of Organic Region 81,648,554 shares of our common stock, par value
$0.001 per share, in exchange for 100% of the issued and outstanding capital
stock of Organic Region. As a result of the reverse acquisition transaction, we
now conduct our operations in the PRC through subsidiaries and related
entities.

Organizational Chart

The following chart reflects our organizational structure as of
the date of this report:

3

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Variable Interest Entity

In 2005, Organic Region entered into exclusive arrangements
with Guangzhou Greenland Co., Ltd., or Guangzhou Greenland, an individual
business entity incorporated in Guangdong Province, PRC on July 20, 2004.
Guangzhou Greenland is the operating company for our wholesale fruits and
vegetables business. Mr. Xiong Luo, our chief operating officer, is the owner
and holder of the business license for Guangzhou Greenland.

Pursuant to these arrangements, Organic Region has agreed to
provide consulting services, including business operations, human resources and
research and development services necessary for Guangzhou Greenland to operate
its wholesale fruit and vegetable distribution business in China. In exchange
for such services, Mr. Luo agreed to pay a consulting services fee to Organic
Region equal to all of the revenues obtained by Guangzhou Organic. In addition,
Organic Region obtained the right to substantially influence Guangzhou
Greenlands daily operations and financial affairs, appoint its senior
executives and approval all matters requiring shareholder approval. Mr. Luo also
irrevocably granted the Company an exclusive option to purchase, to the extent
permitted under PRC law, all or part of the equity interests in Guangzhou
Greenland and agreed to entrust all voting power to a person designated by
Organic Region.

Guangzhou Greenland is considered a variable interest entity,
and its financial statements are included in our consolidated financial
statements.

Subsidiaries

Organic Region is a holding company which owns 100% of the
following entities: Zhuhai Organic Region Modern Agriculture Ltd., or Zhuhai
Organic, and Guangzhou Organic Region Agriculture Ltd., or Guangzhou Organic,
are wholly foreign-owned entities which were formed in the PRC on November 13,
2003 and August 20, 2004, respectively. Fuji Sunrise International Enterprises Limited,
or Fuji Sunrise, and Southern International Development Limited, or Southern,
were formed in the British Virgin Islands on March 6, 2008 and March 5, 2008,
respectively. HK Organic Region Limited, or HK Organic, was formed in Hong Kong
on February 4, 2008.

4

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The following table sets forth a description of each of the
entities in our corporate structure, including the relationship between us and
each entity and the nature of the business conducted by each entity.

| | Name of Entity                                 |  | Relationship                                                                                                     |  | Nature of Business                                                               
| | ---------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------
| | Sino Green Land Corporation                    |  | N.A.                                                                                                             |  | Holding company                                                                  
| | Organic Region Group Limited                   |  | 100%
      owned by us                                                                                           |  | Holding company                                                                  
| | Zhuhai Organic Region Modern Agriculture Ltd.  |  | 100% owned by Organic Region                                                                                     |  | Plantation and export                                                            
| | Guangzhou Organic Region Agriculture Ltd.      |  | 100%
      owned by Organic Region                                                                               |  | Vegetable processing and distribution                                            
| | Fuji Sunrise International Enterprises Limited |  | 100% owned by Organic Region                                                                                     |  | Planned apple processing and storage                                             
| | Southern International Develop Limited         |  | 100%
      owned by Organic Region                                                                               |  | Holding company of our China green food distribution hub under
      construction
| | HK Organic Region Limited                      |  | 100% owned by Organic Region                                                                                     |  | Planned for import and export                                                    
| | Guangzhou Greenland Co., Ltd.                  |  | 100%
      owned by our Chief Operating Officer and treated as a variable interest
      entity controlled by us |  | Wholesale business                                                               

We intend to form a new domestic subsidiary to be 100% owned by
our wholly-owned subsidiary, Southern International Development Ltd., which will
operate our new higher margin green foods business. See Our ProductsGreen
Foods below.

Corporate Information

Our corporate headquarters are located at 6/F No. 947, Qiao
Xing Road, Shi Qiao Town, Pan Yu District, Guang Zhou, China. Our telephone
number is +86-20-84890337.

Our Industry

In 1984, the PRC government began to implement a system of
reforms in the industry which transformed the industry from a fully state
oriented structure, including state oriented pricing and state controlled
distribution, to a market oriented structure, with market oriented pricing and
multi channel distribution. These changes promoted the development of fruit
production through increased income for farmers and more variation in the fruits
and vegetables available to residents.

These reforms led to the development of planting and storage
technologies which enabled consumers to purchase fruits all year round and in
small amounts, rather than purchase an annual supply all at one time when fruits
were in season. The reforms also led to the introduction of multiple
transportation channels and the opening up of new markets across China. As a
result, consumers throughout China today have access to fruits from all regions
in China and are no longer limited to locally produced fruits.

In addition, the improvement of peoples living standards in
the PRC has led to an increased emphasis in the PRC on consumption of healthy
foods, including fresh fruits and vegetables. This increase in demand has led to
good prospects for the whole fruit and vegetable industry.

5

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As a result of land reforms during the past 20 years, orchards
in China are generally small and the average farmer only owns between 0.4 to 0.5
acres of land. As a result, there are very few large marketing and distribution
enterprises in the Chinese fruit industry. In general, apples in China are sold
through small fruit brokers who buy apples from farmers for cash. The brokers
sort and pack the fruit and resell it at fresh fruit markets or package it for
delivery to processors.

Our Products

We are engaged in the sale and distribution of various fruits
and vegetables in the PRC. To date, almost all of our revenues have been
generated by sales of the following products:

- Fuji apples;
- Emperor bananas; and
- Tangerine oranges.

Historically, Fuji apples have been our main profit centers.
Emperor bananas and tangerine oranges have been the only other products that
have generated meaningful revenues for us to date. We also sell a variety of
vegetables, as described below.

Fuji Apples

Fuji apples comprised approximately 85% of our sales in the
year ended December 31, 2009 and approximately 87% of our sales in the year
ended December 31, 2008. Because we are able to sell high quality Fuji apples
throughout the entire year, these apples are considered a high-end fruit in the
PRC and our revenues from sales of these apples are not seasonal. See
Processing and Storage below.

Emperor Bananas

Emperor bananas comprised approximately 9% of our sales in the
year ended December 31, 2009 and approximately 7% of our sales in the year ended
December 31, 2008. The Emperor bananas that we purchase from farmers and
subsequently sell to wholesale customers are harvested throughout the year.
Because we are able to sell high quality Emperor bananas throughout the entire
year, these bananas are considered a high-end fruit in the PRC and our revenues
from sales of these bananas are not seasonal.

Tangerine Oranges

Tangerine oranges comprised approximately 5% of our sales in
the year ended December 31, 2009 and approximately 6% of our sales in the year
ended December 31, 2008. Our tangerine oranges are harvested and distributed
from October to March each year. Consequently, our revenues from sales of these
oranges are seasonal. See Seasonality below.

Vegetables

We also sell a variety of vegetables, including tomatoes,
cauliflower, cucumber, lettuce, spinach, leek, celery, peppers, Chinese cabbage,
carrots, loofah, pumpkin, bitter gourd, white gourd, gherkin and yams. Vegetable
products have comprised a small percentage of our business to date.

We use production line processing technology to cleanse and
sort all of our vegetables. Deep processing involves the following steps: water
immersion, screening, high pressure spraying, sorting, freezing, rinsing,
ultraviolet treatment and packaging. Our vegetable products generate higher
margins as a result of this processing.

Our plan is to increase sales of the deep processed vegetables
that we believe will increase our revenues and gross margin.

6

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Green Foods

Our goal is to sell green food agriculture products, including
fruits, vegetables, rice, meat, eggs, and oilthat have been
certified as green foods byGreen Food Development Center under
the PRC Ministry of Agriculture. Green foods are healthy and environmentally
friendly, and their profit margins are expected to be significantly higher than
our current products. Over 17,000 food items are currently certified as green
foods in the PRC. There are currently over 6,000 suppliers of green foods
certified by Green Food Development Center. Because of the diversity of
available sources of these products, we believe that we will be able to obtain
an adequate supply of green foods at a reasonable cost.

We expect to develop a strong customer base in the PRC for our
green food products, which represented approximately 5% of total agricultural
output in China in 2007, and to export these products internationally. Over 40
trade partner countries with the PRC currently recognize the Green Food
Development Centers certifications of green food products.

In addition, our long-term goal is to sell green foods
agriculture products, including fruits, vegetables, rice, meat, eggs and oil
that have been certified as green foods by the Green Food Development Center
under the PRC Ministry of Agriculture. Green foods are healthy and
environmentally friendly whose profit margins are expected to be significantly
higher than our current products. We are in the process of constructing a new
hub in the Guangdong wholesale market. See Real PropertyNew Green Foods Hub
below. We believe that our hub will be the first hub in the PRC to provide
wholesale customers with the ability to purchase such a wide variety of green
foods from one distributor in one location. Wholesale distributors who purchase
from our hub will sell our products to customers in various regions in the PRC
and to the Pearl River Delta, including Hong Kong and Macao, thereby potentially
providing us with a larger market and significant revenues. See Real
PropertyNew Green Foods Hub below.

Our Raw Materials and Suppliers

General

Our business depends on obtaining a reliable supply of various
agricultural products, including primarily Fuji apples, Emperor bananas and
tangerine oranges. In 2008, approximately 86.8% of our raw materials consisted
of Fuji apples, 6.9% Emperor bananas and 5.7% tangerine oranges. The remaining
0.6% consisted of various vegetables, including tomatoes, cauliflower, cucumber,
lettuce, spinach, leek, celery, peppers, Chinese cabbage, carrots, loofah,
pumpkin, bitter gourd, white gourd, gherkin and yams. In 2009, approximately
85.4% of our raw materials consisted of Fuji apples, 8.9% Emperor bananas and
5.1% tangerine oranges. The remaining 0.6% consisted of various vegetables,
including tomatoes, cauliflower, cucumber, lettuce, spinach, leek, celery,
peppers, Chinese cabbage, carrots, loofah, pumpkin, bitter gourd, white gourd,
gherkin and yams.

Fruits

We purchase all of our Fuji apples, Emperor bananas and
tangerine oranges from farming cooperatives located in the PRC. Each farming
cooperative consists of individual farmers that grow the same type of product
and sell to the same customers. We have entered into several land lease
agreements with various farming cooperatives in the PRC since 2004. The term of
each agreement is 25 years. Pursuant to each agreement, we lease from the
cooperative the land on which the plantation is situated at a price of
approximately $1,200 per acre. We grant the farming rights to such lands to the
cooperative, so that the cooperative is responsible for farming the land and we
acquire the fruits that the members of the cooperative produce. In exchange for
our lease payment, we have first priority on purchasing the cooperatives
production at market wholesale prices. We do not receive any rental or other
income from these arrangements. These arrangements allow us to avoid the
substantial capital required to maintain and finance agricultural production.
Because we have first priority to purchase produce from these cooperatives, we
believe that our raw materials are currently in adequate supply and will
continue to be so in the future.

The following table provides the size of the plantations on
which our fruits are harvested, the type of fruit produced and the annual number
of tons produced as of December 31, 2009:

7

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| | Plantation                                                              | Acres | Product | Tons  
| | ----------------------------------------------------------------------- | ----- | ------- | ------
| | Kuibai Town,Luochuan County, Shaanxi Province                           | 7,428 | Apples  | 62,132
| | Laomiao
      Town,Luochuan County, Shaanxi Province                    | 3,778 | Apples  | 32,031
| | Shiquan Town,Luochuan County, Shaanxi Province                          | 2,500 | Apples  | 9,874 
| | Wanqingsha Town,
      Nansha District, Guangzhou in Guangdong Province | 2,864 | Bananas | 12,100
| | Liuzhou, Guangxi Province                                               | 1,283 | Oranges | 7,540 

We intend to expand the size of these plantations and to
acquire additional plantations in the future.

Other Products

We purchase all of our other vegetable products from
wholesalers located in the PRC. We do not have any long-term contracts with any
of these suppliers. We purchased approximately 1,100 tons of these vegetables,
in the aggregate, from these wholesalers in 2008 and approximately 1,600 tons in
2009. Vegetable products have comprised a small percentage of our business to
date.

Our Customers and Sales

In 2008 and 2009, we sold almost all of our products to various
wholesale fruit and vegetable distributors located in Beijing and Guangdong in
the PRC. These distributors then distributed these products to retail stores and
supermarkets in Beijing and Guangdong, respectively, as well as neighboring
regions in the PRC.

We distributed almost all of our products in 2008 and 2009 from
our leased space in the Guangdong Yun Cheng Wholesale Market and the Beijing Xin
Fadi Agricultural Products Wholesale Market. A wholesale market is a marketplace
designated for bulk sales by distributors such as us to wholesalers. Numerous
distributors lease space in the wholesale market and distribute their products
to their customers from this location. The Guangdong Yun Cheng Wholesale Market
is one of the major wholesale centers for apples in southern China, with an
annual sales volume of approximately 1.8 million tons of apples. The wholesalers
who purchase products at this market distribute their products to regions
populated by approximately 43 million people within a 200 kilometer radius from
the market. Similarly, the Beijing Xin Fadi Agricultural Products Wholesale
Market has an annual sales volume of approximately 3.5 million tons of apples.
The wholesalers who purchase products at this market distribute their products
to regions populated by approximately 24 million people.

We generally do not enter into long-term contracts with our
customers. Our customers generally purchase our products pursuant to purchase
orders.

Our customers generally purchase on credit, depending on their
credit history and volume of purchases from us. However, in 2008 and 2009, we
did not experience any significant delays in the collection of our accounts
receivable.

We do not depend heavily on any of our customers. In 2008 and
2009, none of our customers accounted for 10% or more of our revenues.

To date, all of our products have been sold to a limited number
of regions in the PRC. Our goal is to expand our domestic distribution network
and distribute our products to other regions in the PRC and to export our
products to various foreign countries, including East Timor, Indonesia, Hong
Kong SAR, Macao and Australia. In early 2010, we entered into a cooperation
agreement with certain business representatives in East Timor. Pursuant to this
agreement, the representatives will assist us in marketing the various green
foods we intend to sell to this region. We intend to export certain of our
products to East Timor beginning in 2010. In addition, we have entered into an
agreement with a distributor in Australia pursuant to which we will sell green
foods to this distributor once we have developed our green foods. However, there
is no assurance that we will be able to obtain all required licenses, permits,
or approvals from the relevant government authorities in East Timor or Australia
or that we will otherwise be able to sell our products to customers in either
region or that we will be able to generate substantial revenues from any sales
to either region.

8

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Our Marketing Efforts

We have not spent a significant amount of capital on
advertising to date. Our marketing team is located at the wholesale markets
where we sell our products and they market our products to various wholesale
distributors in the PRC who conduct business in these markets. Since the end of
2009, our marketing team has initiated discussions with numerous retail
companies in an attempt to sell our products directly to these companies. Our
goal is to begin selling our products directly to retail customers instead of
wholesale customers in the near future.

Quality Control

In 2006, we passed both the ISO9001:2000 quality management
system and the HACCP-EC-01 food security management system granted by the
National Business Inspection Bureau.

We have also established our own quality control system for all
our fresh fruits and vegetables, and we have adopted what we consider a very
high quality standard.

For our tangerine oranges and Emperor bananas, our field
quality control teams check and inspect all products before they are delivered
to the wholesale markets and to our customers. In addition, we have a quality
control team in Shaanxi Province which monitors all shipments of Fuji apples
with a view to making sure that the fruit in each truck load complies with our
standards.

Competition

Competitors

The fruits and vegetables industry is diverse, both in the PRC
and globally. We do not have a significant market share with respect to any of
our products. Nonetheless, although statistics are not available, we do not
believe that there are any distributors of Fuji apples, Emperor bananas or
tangerine oranges that handle more overall annual tonnage in China than we do.
We believe that only the Yanan Apple Group and the Qixia Apple, which are PRC
state-owned enterprises, are our principal competitors with respect to sales of
apples in the Chinese market.

Competitive Advantages

We believe that our success to date can be attributed to
various competitive advantages, including the following:

- Strong Supplier Relationships We acquire long-term first priority
  purchase rights from what we believe are some of the best Fuji apple, Emperor
  banana and tangerine orange plantation bases in the PRC. We believe that our
  business model provides motivation to our suppliers to produce an adequate
  supply of high quality products because we provide them with a ready market
  for their produce and we provide technological support to enable them to
  produce high yields.
- Production Line Processing Technology Our production line
  processing technology provides standardized procedures for inspection,
  grading, cleansing and packaging of our fruits and vegetables. We use this
  deep cleansing technology to provide healthy, fresh and high-quality produce
  with our Organic Region brand name. In 2006, our Organic Region brand was
  granted the National 3.15 China Famous Brand Authentication award, and in
  2006, we received the Guangzhou Nansha District Agricultural Technology
  Breakthrough Support Prize Certificate for introducing Emperor banana
  cultivation technology.
- High Product Quality Our products are viewed as high quality
  products by our customers. We believe that in the past several years we have
  established a reliable reputation in two wholesale centers in China by
  supplying high quality premium fruits.

9

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Research and Development

Our research and development programs concentrate on sustaining
the productivity of our agricultural lands, product quality, value-added product
development and packaging design. We also provide on-site technical services to
our suppliers and are responsible for the implementation and monitoring of
recommended agricultural practices. Our research and development expenses were
not significant in 2008 or 2009.

Intellectual Property

Our application for a Chinese invention patent for cleaning,
freshening and sterilizing method and device for fruit and vegetable
(Application No. 2005100888659) is currently pending. This patent application
right was transferred to us by Mr. Xiong Luo and Mr. Anson Yiu Ming Fong in
January 2009.

We also have applied for the following 16 trademark
applications in the PRC, four of which have been approved (Application No.
6512336 and 6512340 in Class 31, and Application No. 6512366, and 6512338 in
Class29):

|Trademark | Application Date | Application No.                             | Class                   | Status                    
|--------- | ---------------- | ------------------------------------------- | ----------------------- | --------------------------
|          | January 16, 2008 | 6512335 through 6512338                     | 35, 31, 30 and 29       | Patent application pending
|          |                  |                                             |                         |                           
|          | January 16, 2008 | 6512339; 6512340; 6512365
      and 6512366 | 35, 31, 30 and
      29 | Patent application pending
|          |                  |                                             |                         |                           
|          | January 16, 2008 | 6512374; 6512368;
      6512369; 6512370    | 29, 31, 30              | Patent application pending
|          |                  |                                             |                         |                           
|          | January 16, 2008 | 6512371 through 6512374                     | 31, 35, 30 and 29       | Patent application pending
|          |                  |                                             |                         |                           

We also seek to protect our technological know-how through
confidentiality agreements entered into with the employees in our production
department. However, we cannot assure you that our patents, trademarks and
confidentiality agreements will be adequate to protect our intellectual property
rights.

Regulation

The food industry is subject to extensive regulation in China.
The following summarizes the most significant PRC regulations governing our
business in China.

Food Hygiene and Safety Laws and Regulations

As a distributor and producer of food products in China, we are
subject to a number of PRC laws and regulations governing food safety and
hygiene, including:

- the PRC Product Quality Law;
- the PRC Food Hygiene Law;
- the Implementation Rules on the Administration and Supervision of Quality
  and Safety in Food Producing and Processing Enterprises (trail
  implementation);

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- the Regulation on the Administration of Production Licenses for Industrial
  Products;
- the General Measure on Food Quality Safety Market Access Examination;
- the General Standards for the Labeling of Prepackaged Foods;
- the Standardization Law;
- the Regulation on Hygiene Administration of Food Additive;
- the Regulation on Administration of Bar Code of Merchandise; and
- the PRC Metrology Law.

These laws and regulations set out safety and hygiene standards
and requirements for various aspects of food production, such as the use of
additives, production, packaging, handling, labeling and storage, as well as
facilities and equipment. Failure to comply with these laws and regulations may
result in confiscation of our products and proceeds from the sales of
non-compliant products, destruction of our products and inventory, fines,
suspension of production and operation, product recalls, revocation of licenses,
and, in extreme cases, criminal liability.

We believe that our exposure to these risks is limited since
our business model and our agreements with our suppliers provide a cushion which
shields us from product liability exposure and we control food hygiene and food
quality by implementing a strict quality control system and we believe that we
comply in all material respects with these laws and regulations. To the extent
that the government imposes additional laws or restrictions, we would have to
comply with those laws as well.

Environmental Regulations

We are subject to various governmental regulations related to
environmental protection. The major environmental regulations applicable to us
include:

- the Environmental Protection Law of the PRC;
- the Law of PRC on the Prevention and Control of Water Pollution;
- Implementation Rules of the Law of PRC on the Prevention and Control of
  Water Pollution;
- the Law of PRC on the Prevention and Control of Air Pollution;
- Implementation Rules of the Law of PRC on the Prevention and Control of
  Air Pollution;
- the Law of PRC on the Prevention and Control of Solid Waste Pollution; and
- the Law of PRC on the Prevention and Control of Noise Pollution.

We have obtained all permits and licenses required for
production of our products and believe that we are in material compliance with
all applicable laws and regulations.

Our packaging facilities are subject to various pollution
control regulations with respect to noise, water and air pollution and the
disposal of waste and hazardous materials. We are also subject to periodic
inspections by local environmental protection authorities. We have received
certifications from the relevant PRC government agencies in charge of
environmental protection, indicating that our business operations are in
material compliance with relevant PRC environmental laws and regulations.

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Employees

As of December 31, 2009, we employed a total of 146 full-time
employees. The following table sets forth the number of our employees by
function.

| | Function                           |  | Number of Employees | 
| | ---------------------------------- |  | ------------------- | 
| | Senior Management                  |  | 5                   | 
| | Human resource and administration. |  | 10                  | 
| | Production                         |  | 38                  | 
| | Procurement                        |  | 8                   | 
| | Marketing                          |  | 4                   | 
| | Sales                              |  | 17                  | 
| | Logistic                           |  | 41                  | 
| | Research and development           |  | 3                   | 
| | quality control                    |  | 10                  | 
| | Accounting                         |  | 10                  | 
| | Total                              |  | 146                 | 

Our employees are not represented by a labor organization or
covered by a collective bargaining agreement. We have not experienced any work
stoppages. We believe that our employee relations are good.

We are required under PRC law to make contributions to the
employee benefit plans at specified percentages of the after- tax profit. In
addition, we are required by the PRC law to cover employees in China with
various types of social benefits. We believe that we are in material compliance
with the relevant PRC laws.

Existing Plantations

We currently lease three main plantations: the Luochuan Apple
Plant Base in Yanan, Shaanxi Province; the Nansha Wanqingsha emperor banana
plantation base in Guangzhou, Guangdong Province and the Rongan tangerine
orange plantation base in Liuzhou, Guangxi Province. See Our Raw Materials and
Suppliers above.

New Green Foods Hub

We are in the process of constructing a new hub for the sale of
green foods in the Guangdong wholesale market. We believe that our hub will be
the first hub in the PRC to provide wholesale and retail customers with the
ability to purchase such a wide variety of green foods from one distributor in
one location. We have invested approximately $4 million in the construction of
this hub to date from cash generated by our operations and from funds which we
raised from several small equity offerings in 2009 and early 2010. We anticipate
completing the construction of the hub by the end of 2010 and to begin the
operations of our new green foods product line in 2011.

We anticipate that the total investment to launch this business
will be $15 million. We will need to raise a substantial amount of capital from
equity or debt markets in order to complete the construction of our hub and
launch our new green food product line. We currently have no commitments from
any financing source. There is no assurance that we will be able to raise any
funds on terms favorable to us, or at all. In the event that we issue shares of
equity or convertible securities, holdings of our existing stockholders would be
diluted.

Seasonality

After farmers harvest the Fuji apples, they store the apples in
a refrigerated storage room for up to one year until they are sold.
Consequently, sales of our Fuji apples are not seasonal. Likewise, sales of our
Emperor bananas, which are harvested throughout the year, are not seasonal.
However, our tangerine oranges are harvested and distributed from October to
March each year. Consequently, sales of our oranges are generally slower during
the second quarter. Sales of our vegetables generally are not seasonal.

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|Item 1A. | RISK FACTORS
|-------- | ------------

RISKS RELATED TO OUR BUSINESS

Because we have limited working capital, we may require
funds for our operations.

At December 31, 2009, we had working capital of approximately
$1.53 million, primarily as a result of the receipt of approximately $3.5
million in financings during the period from June to December 2009. We may
require additional capital for our operations. Because of our low stock price
and the lack of an active trading market in our common stock, it may be
difficult for us to raise funds on terms which are favorable to us, if at all.
Our increase in revenue in the year ended December 31, 2009 as compared with the
2008 resulted in large part from increased supplies stemming from our purchase
of long-term leases on which farming cooperatives can grow products for us to
sell. The payment of the full amount of the leases, which was approximately $3.4
million in the year ended December 31, 2009 and approximately $7.2 million for
the year ended December 31, 2008, is due at the beginning of the lease. In order
for us to expand our business in a manner which seeks to provide us with a
continuing source of supply (subject to conditions which affect farming
generally), we require capital to purchase the leasehold interests. Our failure
to raise the necessary funds could impair our ability to expand our business.

Our operations are cash intensive, and our business could be
adversely affected if we fail to maintain sufficient levels of working
capital.

We spend a significant amount of cash on our operations,
principally to procure fruits and vegetables. Historically, our primary capital
needs have been to fund our working capital requirements and our primary sources
of funds have been cash generated from operations. If we fail to generate
sufficient sales, we may not have sufficient liquidity to fund our operating
costs and our business could be adversely affected. if available liquidity is
not sufficient to meet our operating requirements, our plans include considering
pursuing financing arrangements or further reducing expenditures as necessary to
meet our cash requirements. However, there is no assurance that, if required, we
will be able to raise additional capital or reduce discretionary spending to
provide the required liquidity. Currently, the capital markets for small
capitalization companies are difficult and banking institutions have become
stringent in their lending requirements. Accordingly, we cannot be sure of the
availability or terms of any third party financing.

We may be unable to manage future rapid growth.

We have grown rapidly over the last few years. Our sales
increased by from $5.9 million in 2005 to $108 million in 2009. We intend to
continue to expand the volume and variety of products we offer, as well as the
geographical scope of our sales and production facilities. See Our BusinessOur
Growth Strategy above. Our business growth could place a significant strain on
our managerial, operational and financial resources. Our ability to manage
future growth will depend on our ability to continue to implement and improve
operational, financial and management information systems on a timely basis and
to expand, train, motivate and manage our workforce. Our personnel, systems,
procedures and controls may not be adequate to support our future growth.
Failure to effectively manage our expansion may lead to increased costs, a
decline in sales and reduced profitability.

Our business is subject to weather conditions, natural
disasters and other conditions beyond our control which could affect our
revenue, gross margins and net income.

Severe weather conditions and natural disasters, such as snow,
floods, droughts, frosts, earthquakes or pestilence, which are difficult to
anticipate and cannot be controlled by us, may affect both the supply and the
distribution of our products and otherwise disrupt our operations. Such
disasters may affect the cost and supply of raw materials, including fruits and
vegetables, or result in reduced supplies of raw materials, lower recoveries of
usable raw materials, higher costs of cold storage if harvests are accelerated
and processing capacity is unavailable or interruptions in our production
schedules if harvests are delayed. If our supplies of raw materials are reduced,
we may not be able to find enough supplemental supply sources on favorable
terms, if at all, which could impact our ability to supply product to our
customers and adversely affect our business, financial condition and results of
operations. Similarly, if our distribution network is not able to operate, we
would not be able to sell our products.

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We have no business interruption or similar insurance to
provide protection from these and other business disruptions.

As a company which sells fresh food, our business can be
impaired by product liability claims, recalls, adverse publicity or negative
public perception regarding particular fruits we sell, our products or our
industry in general could harm our sales and cause consumers to avoid our
products.

The food industry is subject to risks posed by food spoilage
and contamination, product tampering, product recall, and consumer product
liability claims. Our operations could be impacted by both genuine and
fictitious claims regarding our and our competitors products. In the event of
product contamination or tampering, we may need to recall some of our products.
A widespread product recall, even a recall of products sold by others, could
result in significant loss due to the cost of conducting a product recall
including destruction of inventory and the loss of sales resulting from the
unavailability of the product for a period of time. Further, adverse publicity
or negative public perception regarding the type of products that we sell, our
products, our actions relating to our products, or our industry in general could
result in a substantial drop in demand for our products. This negative public
perception may include publicity regarding the safety or quality of our products
in general, of other companies or of our products specifically. Negative public
perception may also arise from regulatory investigations or product liability
claims, regardless of whether those investigations involve us or whether any
product liability claim is successful against us. We could also suffer losses
from a significant product liability judgment against us since we do not have
product liability insurance. Either a significant product recall or a product
liability judgment, involving either our company or our competitors, could also
result in a loss of consumer confidence in our products or the food category,
and an actual or perceived loss of value of our brands, materially impacting
consumer demand.

We are dependent upon a small number of
suppliers.

We have long-term arrangements to purchase our products from a
limited number of farming cooperatives. If we are not able to purchase our
products from these farmers, in the event of a product shortage, and it is
necessary for us to purchase from other suppliers, our costs may be greater due
to this kind of short-term nature of arrangements. The inability to obtain our
produce at a reasonable cost would affect our revenue and gross margins.
Further, if our costs are too high, it may be necessary for us to sell one or
more products at a small or negative margin in order to maintain the
relationship with our customers.

We are dependent upon sales in two agriculture wholesale
markets.

Almost all of our products are sold by us at the Guangdong Yun
Cheng Wholesale Market and the Beijing Xin Fadi Agricultural Products Wholesale
Market, two major markets for the sale of agricultural products in their
respective areas where we lease space to sell our products. Our inability to
sell our products at these markets could impair our sales as well as our ability
to operate profitably. Because the gross margins for our current products are
not high, any additional expenses resulting from changes in our distribution
methods could impair our ability to operate profitably.

If we cannot establish brand name recognition, our sales may
be impaired.

Because we are seeking to establish brand identity in an
industry where fruits and vegetables are generally considered commodities, we
are dependent upon our ability to develop a reputation as a high quality vendor
of food products. Our ability to distinguish our products from others is
critical to our ability to market our products as premium foods, rather than
commodities. We cannot assure you that our products and brand will achieve and
maintain satisfactory levels of acceptance by independent distributors and
retail consumers to enable us to charge for our products as premium goods, which
would impact our sales and gross margins. Further, since we are seeking to
promote our foods as premium goods, in times of economic hardship, consumers may
purchase cheaper products which could impact both our sales and, if we lower
prices in order to compete, our gross margin.

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Because we are dependent on our management, the loss of our
key executive officers and the failure to hire additional qualified key
personnel could harm our business.

Our business is largely dependent upon the continued efforts of
our chief operating officer, Xiong Luo, and our chairman, Anson Yiu Ming Fong,
who are also directors. The loss of Mr. Luo or Mr. Fong or any of our other key
employees could have a material adverse effect upon our ability to operate
profitably.

Our officers and directors control a significant amount of
our common stock.

As of December 31, 2009, our officers and directors, together
with members of their families owned, directly or through companies owned by
them, approximately 66% of our outstanding common stock and they would have the
power to elect all of our directors and to take any action requiring shareholder
approval.

Efforts to comply with recently enacted changes in
securities laws and regulations will increase our costs and require additional
management resources, and we still may fail to comply.

The SEC has adopted rules requiring public companies to include
a report of management on our internal controls over financial reporting in our
annual reports on Form 10-K, and, commencing with our year ended December 31,
2010, our independent registered public accounting firm must attest to and
report on managements assessment of the effectiveness of our internal controls
over financial reporting. Organic Region was not a public company at December
31, 2008 and was not subject to the internal controls requirements of the
Sarbanes Oxley Act at that date. We cannot assure you that, when management
evaluates our financial controls in connection with our 2009 financial
statements, we will not have identified material weaknesses in our internal
controls or disclosure controls. We cannot assure you that we will be successful
in addressing any issues that may be raised. If we are unable to address these
issues, or are unable to conclude that we have effective internal controls over
financial reporting or if our independent auditors are unable to provide us with
an unqualified report as to the effectiveness of our internal controls over
financial reporting for 2010, investors could lose confidence in the reliability
of our financial statements, which could result in a decrease in the value of
our securities. We have not yet begun a formal process to evaluate our internal
controls over financial reporting. Given the status of our efforts, coupled with
the fact that guidance from regulatory authorities in the area of internal
controls continues to evolve, substantial uncertainty exists regarding our
ability to comply by applicable deadlines.

We will require additional financing to grow our business,
which funds may not be available to us on favorable terms, or at all. Without
additional funds, we may not be able to maintain or expand our business.

We recently raised approximately $3 million pursuant to several
private placements, which funds are being used to finance the construction of
our green food hub and acquire additional lands to increase our stock of Fuji
apples and Emperor bananas. We anticipate that the total investment to launch
our green foods business will be $15 million. We will need to raise a
substantial amount of capital from equity or debt markets, or to borrow funds
from local banks, in order to complete the construction of our hub and launch
our new green foods business. There is no assurance that we will be able to
raise any funds on terms favorable to us, or at all. In the event that we issue
shares of equity or convertible securities, holdings of our existing
stockholders would be diluted. In addition, there is no assurance that we will
successfully manage and integrate the sale of our new green food products.

If our competitors sell higher quality products or similar
products at a lower price, or if they are otherwise more successful in
penetrating the market, our financial condition would be affected.

We face competition from both Chinese and international
companies, many of which are better known and have greater financial resources
than us. Many of these companies have longer operating histories and have more
established relationships with customers. If our competitors are successful in
providing similar or better products or provide products at a lower price than
we offer our products, or if they are otherwise more successful in penetrating
the market, we could experience a decline in demand for our products, which
would negatively impact our sales and results of operations.

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An increase in the cost of raw materials will affect our
revenues.

We purchase all of our raw materials, which currently consist
primarily of Fuji apples, Emperor bananas and tangerine oranges, from three
plantations in the PRC. Because prices are not set in the long-term contracts
that we enter into with the cooperatives that cultivate these plantations, any
increase in the prices of our raw materials would affect the price at which we
can sell our products. If we are not able to raise our prices to pass on
increased costs to our customers, we would be unable to maintain our profit
margins. Similarly, in times of decreasing prices, we may have to sell our
products at prices which are lower than the prices at which we purchased our raw
materials.

The current economic and financial crisis may have a
material adverse effect on our results.

The crisis of the financial and credit markets worldwide in
2008 and 2009has led to a severe economic recession worldwide, and the outlook
for 2010 is still uncertain. A continuation or worsening of unfavorable economic
conditions, including the credit and capital markets disruptions, could have an
adverse impact on our business, operating results or financial condition in a
number of ways. For example, we may experience declines in revenues,
profitability and cash flows as a result of reduced orders, delays in receiving
orders, delays or defaults in payment or other factors caused by the economic
problems of our customers and prospective customers. In addition, changes and
volatility in the equity, credit and foreign exchange markets and in the
competitive landscape make it increasingly difficult for us to predict our
revenues and earnings into the future.

We may enter into additional financing agreements which may
have a dilutive effect to our earnings per share and the rights of certain
stockholders.

Additional financings could result in significant dilution to
our earnings per share or the issuance of securities with rights superior to our
current outstanding securities. For instance, we may grant registration rights
to investors purchasing our equity or debt securities in the future.

RISKS RELATED TO OUR CORPORATE STRUCTURE

We control Guangzhou Greenland through a series of
contractual arrangements, which may not be as effective in providing control
over the entity as direct ownership and may be difficult to enforce.

We operate our business in the PRC through our variable
interest entity, Guangzhou Greenland. Guangzhou Greenland holds the licenses,
approvals and assets necessary to operate our business in the PRC. We have no
equity ownership interest in Guangzhou Greenland and rely on contractual
arrangements with Guangzhou Greenland and its shareholders that allow us to
substantially control and operate Guangzhou Greenland. These contractual
arrangements may not be as effective as direct ownership in providing control
over Guangzhou Greenland because Guangzhou Greenland or its shareholders could
breach the arrangements.

Our contractual arrangements with Guangzhou Greenland are
governed by PRC law. Accordingly, these contracts would be interpreted in
accordance with PRC law and any disputes would be resolved in accordance with
PRC legal procedures. If Guangzhou Greenland or its shareholders fail to perform
their respective obligations under these contractual arrangements, we may have
to incur substantial costs to enforce such arrangements and rely on legal
remedies under PRC law, including seeking specific performance or injunctive
relief, and claiming damages. The legal environment in the PRC is not as developed as in the
United States and uncertainties in the Chinese legal system could limit our
ability to enforce these contractual arrangements. In the event that we are
unable to enforce these contractual arrangements, our business, financial
condition and results of operations could be materially and adversely affected.

If the PRC government determines that the contractual
arrangements through which we control Guangzhou Greenland do not comply with
applicable regulations, our business could be adversely affected.

Although we believe our contractual relationships through which
we control Guangzhou Greenland comply with current licensing, registration and
regulatory requirements of the PRC, we cannot assure you that the PRC government
would agree, or that new and burdensome regulations will not be adopted in the
future. If the PRC government determines that our structure or operating
arrangements do not comply with applicable law, it could revoke our business and operating licenses, require us to
discontinue or restrict our operations, restrict our right to collect revenues,
require us to restructure our operations, impose additional conditions or
requirements with which we may not be able to comply, impose restrictions on our
business operations or on our customers, or take other regulatory or enforcement
actions against us that could be harmful to our business.

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The controlling shareholder of Guangzhou Greenland has
potential conflicts of interest with us, which may adversely affect our
business.

The controlling shareholders of Guangzhou Greenland, Mr. Xiong
Luo, is also our chief operating officer, a director of ours and a beneficial
holder of our common shares. Mr. Luo holds a larger interest in Guangzhou
Greenland when compared to his beneficial ownership in our shares. Conflicts of
interest between his dual roles as shareholder, officer and director of both
Guangzhou Greenland and us may arise. We cannot assure you that when conflicts
of interest arise, Mr. Luo will act in the best interests of the Company or that
conflicts of interest will be resolved in our favor. In addition, Mr. Luo may
breach or cause Guangzhou Greenland to breach or refuse to renew the existing
contractual arrangements that allow us to receive economic benefits from
Guangzhou Greenland. We rely on Mr. Luo to act in good faith and in the best
interests of the Company, and not use his positions for personal gain. If we
cannot resolve any conflicts of interest or disputes between us and Mr. Luo, we
would have to rely on legal proceedings, which could result in disruption of our
business and substantial uncertainty as to the outcome of any such legal
proceedings.

RISKS ASSOCIATED WITH COMPANIES CONDUCTING BUSINESS IN THE
PRC

Adverse changes in political and economic policies of the
PRC government could impede the overall economic growth of China, which could
reduce the demand for our products and damage our business.

We conduct substantially all of our operations and generate
most of our revenue in China. Accordingly, our business, financial condition,
results of operations and prospects are affected significantly by economic,
political and legal developments in China. The PRC economy differs from the
economies of most developed countries in many respects, including:

- a higher level of government involvement;
- a early stage of development of the market-oriented sector of the economy;
- a rapid growth rate;
- a higher level of control over foreign exchange; and
- the allocation of resources.

As the PRC economy has been transitioning from a planned
economy to a more market-oriented economy, the PRC government has implemented
various measures to encourage economic growth and guide the allocation of
resources. While these measures may benefit the overall PRC economy, they may
also have a negative effect on us.

Although the PRC government has in recent years implemented
measures emphasizing the utilization of market forces for economic reform, the
PRC government continues to exercise significant control over economic growth in
China through the allocation of resources, controlling the payment of foreign
currency-denominated obligations, setting monetary policy and imposing policies
that impact particular industries or companies in different ways.

Any adverse change in economic conditions or government
policies in China could have a material adverse effect on the overall economic
growth in China, which in turn could lead to a reduction in demand for our
services and consequently have a material adverse effect on our business and
prospects.

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PRC food hygiene and safety laws may become more onerous,
which may adversely affect our operations and financial performance and lead to
an increase in our costs which we may be unable to pass on to our customers.

Operators within the PRC food processing industry are subject
to compliance with PRC food hygiene and safety laws and regulations. Although
our business does not involve processed foods, these laws and regulations may
nonetheless require us to obtain a hygiene license. They also set out hygiene
standards with respect to food and food additives, packaging and containers,
labeling on packaging as well as hygiene requirements for food production and
sites, facilities and equipment used for the transportation and the sale of
food. Failure to comply with PRC food hygiene and safety laws may result in
fines, suspension of operations, loss of hygiene license and, in certain cases,
criminal proceedings against an enterprise and its management. Although we
believe that we are in compliance with current PRC food hygiene and safety laws
and regulations that relate to our business, in the event that such laws and
regulations become more stringent or widen in scope, we may fail to comply with
such laws, or if we comply, our production and distribution costs may increase,
and we may be unable to pass these additional costs on to our customers.

Because the scope of our business license is limited, we may
need government approval to expand our business.

Our operating subsidiaries are wholly foreign-owned
enterprises, commonly known as WFOEs. The scope of business is narrowly defined
for all businesses in China, and a WFOE can only conduct business within its
approved business scope, which appears on the business license. Our license
permits us to engage in our present businesses. Any change in the scope of our
business requires further application and government approval. We cannot assure
you that we will be able to obtain the necessary government approval for any
change or expansion of our business.

If the PRC enacts regulations which forbid or restrict
foreign investment, our ability to grow may be severely impaired.

We intend to expand our business both by increasing our product
range, entering into joint ventures and making acquisitions of companies in
related industries. Many of the rules and regulations that we would face are not
explicitly communicated, and we may be subject to rules that would affect our
ability to grow, either internally or through acquisition of other Chinese or
foreign companies. There are also substantial uncertainties regarding the proper
interpretation of current laws and regulations of the PRC. New laws or
regulations that forbid foreign investment could severely impair our businesses
and prospects. Additionally, if the relevant authorities find us in violation of
PRC laws or regulations, they would have broad discretion in dealing with such a
violation, including, without limitation:

- levying fines;
- revoking our business and other licenses; and
- requiring that we restructure our ownership or operations.

Any deterioration of political relations between the United
States and the PRC could impair our operations.

The relationship between the United States and the PRC is
subject to sudden fluctuation and periodic tension. Changes in political
conditions in the PRC and changes in the state of Sino-U.S. relations are
difficult to predict and could adversely affect our operations or cause
potential acquisition candidates or their goods and services to become less
attractive even though we do not sell our products outside of the PRC. Such a
change could lead to a decline in our profitability. Any weakening of relations
between the United States and the PRC could have a material adverse effect on
our operations, particularly in our efforts to raise capital to expand our
business activities.

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Our operations and assets in the PRC are subject to
significant political and economic uncertainties.

Government policies are subject to rapid change and the
government of the PRC may adopt policies which have the effect of hindering
private economic activity and greater economic decentralization. There is no
assurance that the government of the PRC will not significantly alter its
policies from time to time without notice in a manner with reduces or eliminates
any benefits from its present policies of economic reform. In addition, a
substantial portion of productive assets in the PRC remains government-owned.
For instance, all land is state-owned and leased to business entities or
individuals through governmental granting of state-owned land use rights. The
granting process is typically based on government policies at the time of
granting, which could be lengthy and complex. This process may adversely affect
our future expansion, especially as we are seeking both to expand and diversify
our fruit and vegetable production. The government of the PRC also exercises
significant control over Chinas economic growth through the allocation of
resources, controlling payment of foreign currency and providing preferential
treatment to particular industries or companies. Uncertainties may arise with
changing of governmental policies and measures. In addition, changes in laws and
regulations, or their interpretation, or the imposition of confiscatory
taxation, restrictions on currency conversion, imports and sources of supply,
devaluations of currency, the nationalization or other expropriation of private
enterprises, as well as adverse changes in the political, economic or social
conditions in the PRC, could have a material adverse effect on our business,
results of operations and financial condition.

Our operations may not develop in the same way or at the
same rate as might be expected if the PRC economy were similar to the
market-oriented economies of OECD member countries.

The economy of the PRC has historically been a nationalistic,
planned economy, meaning it functions and produces according to governmental
plans and pre-set targets or quotas. In certain aspects, the PRCs economy has
been making a transition to a more market-oriented economy, although the
government imposes price controls on certain products and in certain industries.
However, we cannot predict the future direction of these economic reforms or the
effects these measures may have. The economy of the PRC also differs from the
economies of most countries belonging to the Organization for Economic
Cooperation and Development (the OECD), an international group of member
countries sharing a commitment to democratic government and market economy. For
instance:

- the level of state-owned enterprises in the PRC, as well as the level of
  governmental control over the allocation of resources is greater than in most
  of the countries belonging to the OECD;
- the level of capital reinvestment is lower in the PRC than in other
  countries that are members of the OECD;
- the government of the PRC has a greater involvement in general in the
  economy and the economic structure of industries within the PRC than other
  countries belonging to the OECD;
- the PRC has various impediments in place that make it difficult for
  foreign firms to obtain local currency, as opposed to other countries
  belonging to the OECD where exchange of currencies is generally free from
  restriction.

As a result of these differences, our business may not develop
in the same way or at the same rate as might be expected if the economy of the
PRC were similar to those of the OECD member countries.

Price controls may affect both our revenues and net income.

The laws of the PRC provide for the government to fix and
adjust prices. Although our products are not presently subject to price
controls, the government has the power to impose controls on both the price at
which we sell products and the price we pay for products. To the extent that we
become subject to price control, our revenue, gross profit, gross margin and net
income will be affected since the revenue we derive from our sales would be
limited by price controls on our selling prices and, unless there is also price
control on the products that we purchase from our suppliers, we may face no
limitation on our costs. Further, if price controls affect both our revenue and
our costs, our ability to be profitable and the extent of our profitability will
be effectively subject to determination by the applicable regulatory authorities in the PRC. We cannot assure
you that the government will not adopt price controls that affect our business.

19

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Because all of our executive officers and the majority of
our directors reside outside of the United States, it may be difficult for you
to enforce your rights against them or enforce United States court judgments
against them in the PRC.

Most of our directors and all of our executive officers reside
in the PRC and substantially all of our assets are located in the PRC. It may
therefore be difficult for United States investors to enforce their legal
rights, to effect service of process upon our directors or officers or to
enforce judgments of United States courts predicated upon civil liabilities and
criminal penalties of our directors and officers under federal securities laws.
Further, it is unclear if extradition treaties now in effect between the United
States and the PRC would permit effective enforcement of criminal penalties of
the federal securities laws.

We may have limited legal recourse under Chinese law if
disputes arise under contracts with third parties.

Almost all of our agreements with our employees and third
parties, including our supplier and customers, are governed by the laws of the
PRC. The legal system in the PRC is a civil law system based on written
statutes. Unlike common law systems, such as we have in the United States, it is
a system in which decided legal cases have little precedential value. The
government of the PRC has enacted some laws and regulations dealing with matters
such as corporate organization and governance, foreign investment, commerce,
taxation and trade. However, their experience in implementing, interpreting and
enforcing these laws and regulations is limited, and our ability to enforce
commercial claims or to resolve commercial disputes is unpredictable. The
resolution of these matters may be subject to the exercise of considerable
discretion by agencies of the PRC, and forces unrelated to the legal merits of a
particular matter or dispute may influence their determination. Any rights we
may have to specific performance or to seek an injunction under Chinese law are
severely limited, and without a means of recourse by virtue of the Chinese legal
system, we may be unable to prevent these situations from occurring. The
occurrence of any such events could have a material adverse effect on our
business, financial condition and results of operations.

Because we have limited business insurance in the PRC, we
may not be protected from risks that are customarily covered by insurance in the
United States.

We have and will continue to maintain workers insurance for
all of our workers on our processing lines, at our wholesale centers and on our
plantation bases in Luo Chuan and Wanqingsha. However, business insurance is not
readily available in the PRC. To the extent that we suffer a loss of a type
which would normally be covered by insurance in the United States, such as
product liability and general liability insurance, we would incur significant
expenses in both defending any action and in paying any claims that result from
a settlement or judgment.

Failure to comply with the United States Foreign Corrupt
Practices Act could subject us to penalties and other adverse consequences.

We are subject to the United States Foreign Corrupt Practices
Act, which generally prohibits United States companies from engaging in bribery
or other prohibited payments to foreign officials for the purpose of obtaining
or retaining business. Foreign companies, including some that may compete with
us, are not subject to these prohibitions. Corruption, extortion, bribery,
pay-offs, theft and other fraudulent practices occur from time-to-time in the
PRC. We can make no assurance, however, that our employees or other agents will
not engage in such conduct for which we might be held responsible. If our
employees or other agents are found to have engaged in such practices, we could
suffer severe penalties and other consequences that may have a material adverse
effect on our business, financial condition and results of operations.

20

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If the United States imposes trade sanctions on the PRC due
to its currency, export or other policies, our ability to succeed in the
international markets may be diminished.

The PRC currently pegs its currency to a basket of
currencies, including United States dollar. This means that each unit of Chinese
currency has a set ratio for which it may be exchanged for United States
currency, as opposed to having a floating value like other countries currencies.
This policy is currently under review by policy makers in the United States.
Trade groups in the United States have blamed the cheap value of the Chinese
currency for causing job losses in American factories, giving exporters an
unfair advantage and making its imports expensive. There is increasing pressure
for the PRC to change its currency policies to provide for its currency to float
freely on international markets. As a result, Congress is considering the
enacting legislation which could result in the imposition of quotas and tariffs.
If the PRC changes its existing currency policies or if the United States or
other countries enact laws to penalize the PRC for its existing currency
policies, our business may be adversely affected, even though we do not sell
outside of the PRC. Further, we cannot predict what action the PRC may take in
the event that the United States imposes tariffs, quotas or other sanctions on
Chinese products. Even though we do not sell products into the United States
market, it is possible that such action by the PRC may nonetheless affect our
business since we are a United States company, although we cannot predict the
nature or extent thereof. Any government action which has the effect of
inhibiting foreign investment could hurt our ability to raise funds that we need
for our operations. The devaluation of the currency of the PRC against the
United States dollar would have adverse effects on our financial performance and
asset values when measured in terms of the United States dollar.

Exchange controls that exist in the PRC may limit our
ability to utilize our cash flow effectively.

We are subject to the PRCs rules and regulations affecting
currency conversion. Any restrictions on currency exchanges may limit our
ability to use our cash flow for the distribution of dividends to our
shareholders or to fund operations we may have outside of the PRC. Conversion of
RMB, the currency of the PRC, for capital account items, including direct
investment and loans, is subject to governmental approval in the PRC, and
companies are required to open and maintain separate foreign exchange accounts
for capital account items. We cannot be certain that the regulatory authorities
of the PRC will not impose more stringent restrictions on the convertibility of
the RMB, especially with respect to foreign exchange transactions.

Fluctuations in the exchange rate could have a material
adverse effect upon our business.

We conduct our business in RMB. To the extent our future
revenue are denominated in currencies other the United States dollars, we would
be subject to increased risks relating to foreign currency exchange rate
fluctuations which could have a material adverse affect on our financial
condition and operating results since our operating results are reported in
United States dollars and significant changes in the exchange rate could
materially impact our reported earnings.

A downturn in the economy of the PRC may slow our growth and
profitability.

The growth of the Chinese economy has been uneven across
geographic regions and economic sectors. There can be no assurance that growth
of the Chinese economy will be steady or that any downturn will not have a
negative effect on our business especially if it results in either a decreased
demand of products such as ours or in pressure on us to lower our prices.

If certain tax exemptions within the PRC regarding
withholding taxes are removed, we may be required to deduct corporate
withholding taxes from any dividends we may pay in the future.

Under the PRCs current tax laws, regulations and rulings,
companies are exempt from paying withholding taxes with respect dividends paid
to shareholders outside of the PRC. However, if the foregoing exemption is
removed, we may be required to deduct certain amounts from any dividends we pay
to our shareholders.

If the PRC tax authorities dispute our method of paying
value added taxes, we may be subject to penalties under the tax laws of the PRC.

Under the commercial practice of the PRC, we paid value added
taxes (VAT) and business tax based on tax invoices issued. We generally issue
our tax invoice subsequent to the date on which revenue is recognized, and there
may be a considerable delay between the date on which the revenue is recognized
and the date on which the tax invoice is issued. In the event that the PRC tax
authorities dispute the date of which revenue is recognized for tax purposes,
the PRC tax office has the right to assess a penalty which can range from zero
to five times of tax which is determined to have been improperly deferred. Although we
believe that we are paying VAT and business taxes in accordance with the common
practice in PRC, we cannot assure you that the PRC tax authorities would not
reach a different conclusion and determine that common practice is not in
accordance with the tax laws of the PRC. If a penalty is ultimately assessed
against us, the penalty could represent a material amount.

21

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Because the government has the power to withdraw our
licenses, we cannot guarantee that we will continue to hold the necessary
licenses.

In order for a company to engage in a business in the PRC, it
must have a business license, which is issued by the government. Our
subsidiaries possess business licenses which permit them to engage in their
respective businesses.

These licenses are subject to inspection by the government
agencies of our facilities. The government has the power to withdraw a license
from those companies which may be disqualified as a result of these inspections
by the central government. We cannot provide any assurance that we may be able
to maintain our present licenses or that we will be able to obtain any
additional licenses that may be required if we seek to expand the scope of our
business.

Any adjustment in the conversion rate or exercise price of
the preferred stock and warrants sold in our August 2009 financing could have a
depressive effect on our stock price and the market for our stock.

If we are required to adjust the conversion price or warrant
exercise price relating to the Series A Preferred Stock or warrants pursuant to
any of the adjustment provisions of the agreements relating to our $1,000,000
August 2009 financing, the adjustment, or the perception that an adjustment may
be required, may have a depressive effect on both our stock price and the market
for our stock.

RISKS ASSOCIATED WITH INVESTING IN OUR COMMON STOCK

There is a limited market for our common stock, which may
make it difficult for you to sell your stock.

Our common stock trades on the OTC Bulletin Board under the
symbol SGLA.OB. There is a limited trading market for our common stock and there
is frequently no trading in our common stock. Accordingly, there can be no
assurance as to the liquidity of any markets that may develop for our common
stock, the ability of holders of our common stock to sell our common stock, or
the prices at which holders may be able to sell our common stock. Further, many
brokerage firms will not process transactions involving low price stocks,
regardless of whether they come within the definition of a penny stock. If we
cease to be quoted, holders would find it more difficult to dispose of, or to
obtain accurate quotations as to the market value of our common stock, and the
market value of our common stock would likely decline.

If a more active trading market for our common stock
develops, the market price of our common stock is likely to be highly volatile
and subject to wide fluctuations, and you may be unable to resell your shares at
or above the price at which you acquired them.

The market price of our common stock is likely to be highly
volatile and could be subject to wide fluctuations in response to a number of
factors that are beyond our control, including:

- quarterly variations in our revenues and operating expenses;
- developments in the financial markets and worldwide economies;
- announcements of innovations or new products or services by us or our
  competitors;
- announcements by the PRC government relating to regulations that govern
  our industry;
- significant sales of our common stock or other securities in the open
  market.
- variations in interest rates;

22

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- changes in the market valuations of other comparable companies; and
- changes in accounting principles.

If a stockholder were to file any such class action suit
against us following a period of volatility in the price of our securities, we
would incur substantial legal fees and our managements attention and resources
would be diverted from operating our business to respond to such litigation,
which could harm our business and reputation.

We have not paid dividends in the past and do not expect to
pay dividends for the foreseeable future, and any return on investment may be
limited to potential future appreciation on the value of our common stock.

We currently intend to retain any future earnings to support
the development and expansion of our business and do not anticipate paying cash
dividends in the foreseeable future. To the extent that we do not pay dividends,
our stock may be less valuable because a return on investment will only occur if
and to the extent our stock price appreciates, which may never occur. In
addition, investors must rely on sales of their common stock after price
appreciation as the only way to realize their investment, and if the price of
our stock does not appreciate, then there will be no return on investment.
Investors seeking cash dividends should not purchase our common stock.

Our ability to issue preferred stock may make it more
difficult for a third party to effect a change-of-control.

Our articles of incorporation authorize our board of directors
to issue up to 20,000,000 shares of preferred stock. The preferred stock may be
issued in one or more series, the terms of which may be determined at the time
of issuance by the board of directors without further action by the
shareholders. These terms may include preferences as to dividends and
liquidation, conversion rights, redemption rights and sinking fund provisions.
The issuance of any preferred stock could diminish the rights of holders of our
common stock, and therefore could reduce the value of such common stock. In
addition, specific rights granted to future holders of preferred stock could be
used to restrict our ability to merge with, or sell assets to, a third party.
The ability of the board of directors to issue preferred stock could make it
more difficult, delay, discourage, prevent or make it more costly to acquire or
effect a change-incontrol, which in turn could prevent our shareholders from
recognizing a gain in the event that a favorable offer is extended and could
materially and negatively affect the market price of our common stock.

|ITEM 1B | UNRESOLVED STAFF COMMENTS
|------- | -------------------------

Not required.

|ITEM 2 | OUR PROPERTIES
|------ | --------------

We lease our headquarters which occupy approximately 7,400
square feet of space at 6/F No.947, Qiao Xing Road, Shi Qiao Town, Pan Yu
District, Guangzhou, China, at the rate of approximately $2,000 per month,
pursuant to a five-year lease agreement between the Company and Guang LV
Industrial Co., Ltd., as supplemented. The lease will expire on May 1, 2012. We
have the option to extend the term of lease on the premises under the same terms
and conditions following the completion of the term of the lease.

We lease approximately 2,000 square feet of space in the
Beijing Xin Fadi Agricultural Products Wholesale Market in Beijing at an annual
rental of $4,700, pursuant to a two-year lease that expires in 2011. The lease
provides for a renewal option following the completion of the term of the lease.

We lease approximately 2,700 square feet of space in the
Guangdong Yun Cheng Wholesale Market in Guangzhou at an annual rental of $2,000
pursuant to a ten-year lease that expires in 2017. The lease provides for a
renewal option following the completion of the term of the lease.

23

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In addition, we lease approximately 8,600 square feet of space
for vegetable deep processing in the Guangdong Yun Cheng Wholesale Market in
Guangzhou at an annual rental of $24,000 pursuant to an eight-year lease that
expires in 2017. The lease provides for a renewal option following the
completion of the term of the lease.

We believe that all our properties have been adequately
maintained, are generally in good condition and are suitable for our business.

|ITEM 3 | LEGAL PROCEEDINGS
|------ | -----------------

We are currently not aware of any legal proceedings or claims
that we believe will have a material adverse affect on our business, financial
condition or operating results.

|ITEM 4 | (Removed and Reserved)
|------ | ----------------------

PART II

|ITEM 5 | MARKET PRICE AND DIVIDENDS ON OUR COMMON
      EQUITY **AND RELATED STOCKHOLDER MATTERS**
|------ | -----------------------------------------------------------------------------------------

Market Information

Our common stock is quoted on the OTC Bulletin Board trades
under the symbol SGLA.OB. The following table sets forth, for the periods
indicated, the high and low bid prices of our common stock. These prices reflect
inter-dealer prices, without retail mark-up, mark-down or commission, and may
not represent actual transactions.

|                             | Closing Bid Prices(1)
|---------------------------- | ---------------------
|                             | High                 
|                             |                      
|Year Ended December 31, 2009 |                      
|First Quarter                | $0.30                
|Second Quarter               | $0.10                
|Third Quarter                | $0.25                
|Fourth Quarter               | $0.40                
|                             |                      
|Year Ended December 31, 2008 |                      
|First Quarter                | $0.005               
|Second Quarter               | $0.005               
|Third Quarter                | $0.004               
|Fourth Quarter               | $0.040               

(1) The above tables set forth the range of high and low
closing bid prices per share of our common stock as reported by
www.quotemedia.com for the periods indicated.

Holders of our Common Stock

As of April 12, 2010, there were approximately 156 stockholders
of record of our common stock. This number does not include shares held by
brokerage clearing houses, depositories or others in unregistered form.

Dividends

We have never declared or paid a cash dividend. Any future
decisions regarding dividends will be made by our board of directors. We
currently intend to retain and use any future earnings for the development and
expansion of our business and do not anticipate paying any cash dividends in the
foreseeable future. Our board of directors has discretion on whether to pay
dividends. Even if our board of directors decides to pay dividends, the form,
frequency and amount will depend upon our future operations and earnings,
capital requirements and surplus, general financial condition, contractual
restrictions and other factors that the board of directors may deem relevant.

24

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Securities Authorized for Issuance Under Equity Compensation
Plans

We do not have in effect any compensation plans under which our
equity securities are authorized for issuance and we do not have any outstanding
stock options.

|ITEM 6 | SELECTED FINANCIAL DATA
|------ | -----------------------

Not required.

|ITEM 7 | MANAGEMENTS DISCUSSION AND ANALYSIS OF
      FINANCIAL CONDITION AND **RESULTS OF OPERATIONS**
|------ | -----------------------------------------------------------------------------------------------

Overview

We are engaged in the wholesale distribution and sale of
various fruits and vegetables in China. To date, almost all of our revenues have
been generated by sales of Fuji apples, Emperor bananas and tangerine oranges.
We purchase our Fuji apples, Emperor bananas and tangerine oranges directly from
farming cooperative groups. Almost all of our products are sold by us at the
Guangdong Yun Cheng Wholesale Market and the Beijing Xin Fadi Agricultural
Products Wholesale Market, two major markets for the sale of agricultural
products in their respective areas, where we lease space to sell our produce. We
sell to wholesalers who sell our products to customers in and around Beijing and
Guangdong.

Important Factors Affecting our Results of Operations

We believe that the significant factors that affect our
financial condition and results of operations are as follows:

- Adequate supply of raw materials. We believe that a steady supply
  of fruits is crucial to our success. Currently, we have built strong
  relationships with cooperatives located at three plantation bases in the PRC:
  one in Shaanxi Province which supplies us with Fuji apples, one in Guangdong
  Province which supplies us with Emperor bananas, and one in Guangxi Province
  which supplies us with tangerine oranges. In the event of a product shortage
  at any of these plantation bases due to weather conditions, natural disasters,
  new government regulations or otherwise, we may be unable to secure our
  products from other suppliers at a price that is favorable to us, if at all.
  Our inability to obtain our produce at a reasonable cost would affect our
  revenue and gross margins.

Construction of Our New Green Foods Hub.Our long-term
goal is to develop green food agriculture products, including fruits,
vegetables, rice, meat, eggs and oil that have been certified as green foods by
Green Food Development Center under the PRC Ministry of Agriculture. Green foods
are healthy and environmentally friendly and their profit margins are expected
to be significantly higher than our current products. We are in the process of
constructing a new hub in the Guangdong wholesale market. We believe that our
hub will be the first hub in the PRC to provide wholesale customers with the
ability to purchase such a wide variety of green foods from one distributor in
one location. Wholesale distributors who purchase from our hub will sell our
products to customers in various regions in the PRC and to the Pearl River
Delta, including Hong Kong and Macao, thereby providing us potentially with a
significant market and significant revenues.

25

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- Growth of the Chinese Economy. We operate in China and have derived
  all of our revenues from sales to customers in China. Therefore, economic
  conditions in China affect virtually all aspects of our operations, including
  the demand for our products, the availability and prices of our raw materials
  and our other expenses. Over the past twenty years, China has experienced, and
  is expected to continue to experience, continued growth in various areas of
  investment and consumption. However, the growth of Chinas economy experienced
  a slowdown following the second quarter of 2007, when the growth rate of
  Chinas gross domestic product as measured against the same quarter of the
  previous year reached 11.9%. A number of factors have contributed to this
  slowdown, including the appreciation of the Renminbi against the U.S. dollar
  and the Euro, which has adversely affected Chinas exports, and the tightening
  macroeconomic measures and monetary policies adopted by the PRC government
  aimed at preventing the overheating of Chinas economy and controlling
  inflation. The slowdown has been further exacerbated by the current global
  crisis in the financial services and credit markets, which has resulted in
  extreme volatility and dislocation of the global capital markets since 2007.
  For the year end of 2009, the growth rate of Chinas gross domestic product as
  measured against the same period of the previous year decreased to 8.7%. It is
  uncertain how long the global crisis in the financial services and credit
  markets will continue and the impact this will have on the global economy in
  general and the PRC economy in particular.

Cash Requirements

While we currently generate sufficient operating cash flows to
support our current operations, our capital requirements and the cash flow
provided by future operating activities, if any, may vary greatly from quarter
to quarter, depending on the volume of business during the period and payment
terms with our customers. A significant portion of our revenue growth has
resulted from long-term leases in connection with the acquisition of first
priority purchase rights of our supplies. Under these arrangements, we are
required to pay approximately $1,200 per acre at the inception of the lease. In
2009, we leased an additional 2,500 acres of land in Shaanxi Province, and we
acquired first priority purchase rights for all Fuji apples developed on these
lands. Our plan is to continue to lease additional lands and acquire first
priority purchase rights from these farming cooperatives in order to increase
our supplies. We invested approximately $3.4 million in 2009 for these new
leases from cash generated by our operations and from funds which we raised from
several small equity offerings in 2009 and early 2010. If we continue to lease
additional farm land on which our produce can be grown, we will require
significant additional capital.

We are in the process of constructing a new hub for the sale of
green foods in the Guangdong wholesale market. We have invested approximately $4
million in the construction of this hub to date from cash generated by our
operations and from funds which we raised from several small equity offerings in
2009 and early 2010. We anticipate completing the construction of the hub by the
end of 2010 and to begin the operations of our new green foods product line in
2011. We anticipate the construction to cost an additional $10 million.

We will need to raise a substantial amount of capital from
equity or debt markets in order to complete the construction of our hub, launch
our new green food product line and lease additional farm land for our existing
products. We currently have no commitments from any financing source. There is
no assurance that we will be able to raise any funds on terms favorable to us,
or at all. In the event that we issue shares of equity or convertible
securities, holdings of our existing stockholders would be diluted. Furthermore,
the current uncertainty arising out of domestic and global economic conditions,
including the disruption in credit markets, may affect our ability to obtain
either debt or equity financing which we may require in order to expand our
business.

Taxation

Prior to 2008, foreign invested enterprises, or FIEs,
established in the PRC were generally subject to an enterprise income tax rate
of 33.0%, which includes a 30.0% national income tax and a 3.0% local income
tax. On March 16, 2007, the National Peoples Congress of China passed a new
Enterprise Income Tax Law, and on December 6, 2007, the State Council of China
passed the implementing rules for the new law, which took effect on January 1,
2008. The new Enterprise Income Tax Law and Implementing Rules impose a unified
EIT rate of 25.0% on all domestic-invested enterprises and FIEs, unless they
qualify under certain limited exceptions. Therefore, nearly all FIEs are subject
to the new tax rate alongside other domestic businesses rather than benefiting
from the old FIE tax laws, and its associated preferential tax treatments, since
January 1, 2008.

26

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The new law gives the FIEs established before March 16, 2007,
such as our subsidiaries Zhuhai Organic and Guangzhou Organic, a five-year
grandfather period during which they can continue to enjoy their existing
preferential tax treatment. During this five-year grandfather period, the Old
FIEs which enjoyed tax rates lower than 25% under the original EIT law shall
gradually increase their EIT rate by 2% per year until the tax rate reaches 25%.
In addition, the FIEs that are eligible for a full exemption and 50% reduction
under the original law are allowed to retain their preferential treatment until
these holidays expire.

Under the current income tax laws and the related implementing
rules, FIEs engaging in agriculture businesses, such as Guangzhou Organic, are
entitled to a two-year tax exemption from PRC EIT, subject to approval from
local taxation authorities. Guangzhou Organic is tax exempt for 2008 to 2009 and
is entitled to a 50% tax reduction for the three years thereafter. Due to the
absence of significant business in 2008, Zhuhai Organic was entitled to tax
exemption in 2007, and will be entitled to a one-year tax exemption after the
business resumes. However, Zhuhai Organic did not constitute a significant
source of revenue or income in the year ended December 31, 2009 or 2008.
Currently, pursuant to income tax law, the income tax rate for
foreign-capitalized enterprises is 25% and the value-added tax rate is 13%.

Results of Operations

Years ended December 31, 2008 and 2009

The following table sets forth the key components of our
results of operations for the years ended December 31, 2008 and 2009, in dollars
and as a percentage of net sales and the changes in these components from 2008
to 2009 in dollars and as a percentage:

|                                               |   |                               |   |  |                         |    |   |                      |   |  |         |   |   | Change
      from Year |   
|---------------------------------------------- | - | ----------------------------- | - |  | ----------------------- | -- | - | -------------------- | - |  | ------- | - | - | ---------------------- | --
|(dollar amounts in thousands of
      dollars) |   |                               |   |  |                         |    |   |                      |   |  |         |   |   | Ended                  |   
|                                               |   | Year Ended
      December 31, |   |  | December
      31, 2008 |   
|                                               |   | 2008                          |   |  | 2009                    |    |   | To December 31, 2009 |  
|                                               |   | Amount                        |   |  | Percent                 |    |   | Amount               |   |  | Percent |   |   | Amount                 |   
|Net sales                                      | $ | 73,563                        |   |  | 100.0%                  |    | $ | 108,045              |   |  | 100.0%  |   | $ | 34,482                 |   
|Cost of sales                                  |   | 65,825                        |   |  | 89.5%                   |    |   | 96,308               |   |  | 89.1%   |   |   | 30,483                 |   
|Gross profit                                   |   | 7,737                         |   |  | 10.5%                   |    |   | 11,737               |   |  | 10.9%   |   |   | 4,000                  |   
|Operating expenses:                            |   |                               |   |  |                         |    |   |                      |   |  |         |   |   |                        |   
|Selling expenses                               |   | 1,631                         |   |  | 2.2%                    |    |   | 2,581                |   |  | 2.4%    |   |   | 950                    |   
|General and administrative                     |   | 1,040                         |   |  | 1.4%                    |    |   | 2,249                |   |  | 2.1%    |   |   | 1,209                  |   
|expenses                                       |   |                               |   |  |                         |    |   |                      |   |  |         |   |   |                        |   
|Total operating expenses                       |   | 2,671                         |   |  | 3.6%                    |    |   | 4,831                |   |  | 4.5%    |   |   | 2,160                  |   
|Income from
      operations                   |   | 5,066                         |   |  | 6.9%                    |    |   | 6,906                |   |  | 6.4%    |   |   | 1,840                  |   
|Other income (expenses)                        |   |                               |   |  |                         |    |   |                      |   |  |         |   |   |                        |   
|Interest
      expense, net                    |   | (134                          | ) |  | (0.2                    | )% |   | (354                 | ) |  | (0.3%   | ) |   | (220                   | ) 
|Beneficial conversion feature                  |   | (393                          | ) |  | (0.5                    | )% |   | (153                 | ) |  | (0.1%   | ) |   | 240                    |   
|Change in
      derivative liability           |   | 47                            |   |  | 0.1%                    |    |   | -                    |   |  | -       |   |   | (47                    | )-
|Other, net                                     |   | 15                            |   |  | 0.0%                    |    |   | 154                  |   |  | 0.1%    |   |   | 139                    |   
|Total other
      income (expense)             |   | (465                          | ) |  | (0 .6                   | )% |   | (353                 | ) |  | (0.3%   | ) |   | 112                    |   
|Net income                                     | $ | 4,601                         |   |  | 6.3%                    |    |   | 6,553                |   |  | 6.1%    |   |   | 1,952                  |   
|Foreign currency
      translation gain        |   | 778                           |   |  | 1.1%                    |    |   | (313                 | ) |  | (0.3%   | ) |   | (1,091                 | ) 
|(loss)                                         |   |                               |   |  |                         |    |   |                      |   |  |         |   |   |                        |   
|Comprehensive
      income                     | $ | 5,379                         |   |  | 7.3%                    |    | $ | 4,996                |   |  | 4.6% $  |   | $ | (383                   | ) 

Net Sales. Net sales increased approximately
$34.5 million, or 46.9%, to approximately $108 million in the year ended
December 31, 2009 from approximately $73.6 million in the year ended December
31, 2008.

Sales of our Fuji apples increased by 43.7% in 2009 as compared
to 2008. 97% of this increase is attributable to increased sales volume and 3%
is attributable to increases in the average sales price. Sales of our Emperor
bananas increased by 88.9% in 2009 as compared to 2008. 94% of this increase is
attributable to increased sales volume and 6% is attributable to increases in
the average sales price of these products. Sales of our tangerine oranges
increased by 29.3% in 2009 as compared to 2008. 81.6% of this increase is
attributable to increased sales volume and 18.4% is attributable to increases in
the average sales price of these products.

27

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Our sales volume was significantly lower than usual during the
first quarter of 2008 as a result of low supplies of Fuji apples due to heavy
snow in the regions in which our Fuji apples are grown. During the first quarter
of 2009, more favorable weather conditions resulted in increased supplies and
increased sales.

In addition, our sales volume increased by an aggregate of
38,500 tons in 2009 because we leased an additional 3220 acres of land from the
farming cooperative that supplies us with Fuji apples, and 833 acres of land
from the farming cooperative that supplies us with Emperor bananas. We began
generating revenues from sales of products harvested on these newly leased lands
in the third quarter of 2009.

Cost of Sales. Our cost of sales is primarily
comprised of the cost of purchasing produce from the farming cooperatives. Our
cost of goods sold increased approximately $30.5million, or 46.3%, to
approximately $96.3 million in 2009 from approximately $65.8 million in 2008,
reflecting increased purchases of produce in 2009.

Our gross margin increased from 10.5% in 2008 to 10.9% in 2009
due to increased prices of our products in 2009.

Selling Expenses. Our selling expenses are
comprised of marketing expense, the salaries of our marketing staff, bonus,
rent, trading expense, and depreciation. These expenses increased by
approximately $0.95 million, or 58.2%, to approximately $2.6 million in 2009
from approximately $1.6 million in 2008. As a percentage of net sales, selling
expenses increased to 2.4% in 2009 from 2.2% in 2008 due to increased rent and
trading expense in 2009.

General and Administrative Expenses. Our general
and administrative expenses are comprised of salary of executives, trip expense,
office expense, research an development expense, market research expense,
exhibition expense, audit expense, advisory expense. These expenses increased
approximately $1.2 million, or 116.3%, to approximately $2.2 million in 2009
from approximately $1.0 million in 2008. As a percentage of net sales,
administrative expenses increased to 2.1% in 2009 as compared to 1.4% in 2008
due to increased salary by $0.2 million, $0.5 million of reverse merge expense,
and $0.4 million of legal and advisory expenses.

Interest Expense, Beneficial Conversion Feature Expense
and Deemed Preferred Stock Dividend. Interest expense increased from
$0.1 million in 2008 to $0.4 million in 2009.

In April 2008, we issued for 18% convertible notes in the
principal amount of $500,000 and warrants to purchase a number of shares to be
determined based on certain future financings. The interest for the 2009 period
reflects interest on the outstanding notes as well as the amortization of the
debt discount resulting from warrants that were issued with the notes. When the
notes that were issued in June and July 2009 were exchanged for common stock and
warrants, the unamortized debt discount of $0.37 million was reflected as
interest.

These notes were deemed to be non-conventional debt instruments
because of the uncertain terms of the warrants. As a result, the conversion
feature was bifurcated from the notes and reflected as a separate derivative
liability. The fair value of the beneficial conversion feature is adjusted to
fair value at each balance sheet date. The fair value of the beneficial
conversion feature on issuance of these notes was $0.36 million. Thus, at
issuance, the notes were reflected with a discount of $0.36 million. The notes
were repaid in August, 2009 and the discount was written off.

As a result of the issuance of warrants in connection with the
August 2009 sale of preferred stock and warrants, the value of the warrants was
considered a deemed preferred stock dividend, which was $0.1 million for the
year ended December 31, 2009. There was no comparable transaction in the
comparable period of 2008.

Tax. Since our operating subsidiaries benefitted
from a tax holiday for 2008 and 2009, we did not incur any income tax in 2008 or
2009.

Net Income. As a result of the factors described
above, our net income increase approximately $2.0 million, or 42.4% to
approximately $6.6 million from $4.6 million after giving effect to the deemed
preferred stock dividend.

28

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Liquidity and Capital Resources

General

Historically, our primary capital needs have been to fund our
working capital requirements and our primary sources of funds have been cash
generated from operations. We recently raised approximately $3 million pursuant
to several private placements, which funds are being used to finance the
construction of our green food hub and acquire additional lands to increase our
stock of Fuji apples and Emperor bananas. We expect that anticipated cash flows
from operations and loans from related parties will be sufficient to fund our
current operations through at least the next twelve months, provided that:

- We generate sufficient business so that we are able to generate
  substantial profits, which cannot be assured; and
- We are able to generate savings by improving the efficiency of our
  operations.

However, we anticipate that the total investment to launch our
green foods business will be $15 million. We will need to raise a substantial
amount of capital from equity or debt markets, or to borrow funds from local
banks, in order to complete the construction of our hub and launch our new green
foods business. Furthermore, if available liquidity is not sufficient to meet
our operating requirements, our plans include considering pursuing financing
arrangements or further reducing expenditures as necessary to meet our cash
requirements. However, there is no assurance that, if required, we will be able
to raise additional capital or reduce discretionary spending to provide the
required liquidity. Currently, the capital markets for small capitalization
companies are difficult and banking institutions have become stringent in their
lending requirements. Accordingly, we cannot be sure of the availability or
terms of any third party financing.

At December 31, 2009, cash and cash equivalents were
$1,987,616, as compared to $544,860 at December 31, 2008. The increase in our
cash position was due to the funds raised in several private placement
transactions in 2009. Our working capital increased by $2.39 million to $1.53
million at December 31, 2009 from a working capital of $0.86 million at December
31, 2008.

Fiscal Year Ended December 31, 2009 Compared to Fiscal Year
Ended December 31, 2008

The following table provides detailed information about our net
cash flow for all financial statements periods presented in this report.

|Cash Flow                                                 |  
|--------------------------------------------------------- | -
|(All amounts in thousands of U.S. dollars)                |  
|                                                          |  
|                                                          |  
|                                                          |  
|Net cash
      provided by (used in) operating activities | $
|Net cash (used in) investing
      activities             |  
|Net cash
      provided by (used in) financing activities |  

Net cash used in operating activities was approximately $0.8
million in 2009, as compared to $0.1 million in net cash provided by operating
activities in 2008. The reason for this decrease is that the Company paid $4.1
million as advances to suppliers and a deposit of $0.4 million in connection
with the construction of our green food hub. In addition, we made a $0.3 million loan
to Wangingsha Fruit Association of Nansha District for construction of banana
seedling cultivation. These amounts were
offset by a decrease in long-term
prepaid expenses in connection with our leasing land from farming cooperatives,
from $7.2 million in 2008 to $3.4 million in 2009 and an increase in our net income as described above under Results of Operations above.

Net cash used in investing activities was approximately
$0.5million in 2009, as compared to $4,300 in 2008. The reason for this change
is we invested $0.48 million in connection with the construction of a vegetable
processing plant in 2009.

29

---

Net cash provided by financing activities was approximately
$2.9 million in 2009, as compared to net cash used in financing activities of
$0.1 million in 2008, reflecting the money we raised in private placements and
related option exercises from August to December 2009.

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with
accounting principles generally accepted in the United States requires our
management to make assumptions, estimates and judgments that affect the amounts
reported, including the notes thereto, and related disclosures of commitments
and contingencies, if any. We have identified certain accounting policies that
are significant to the preparation of our financial statements. These accounting
policies are important for an understanding of our financial condition and
results of operation. Critical accounting policies are those that are most
important to the portrayal of our financial conditions and results of operations
and require managements difficult, subjective, or complex judgment, often as a
result of the need to make estimates about the effect of matters that are
inherently uncertain and may change in subsequent periods. Certain accounting
estimates are particularly sensitive because of their significance to financial
statements and because of the possibility that future events affecting the
estimate may differ significantly from managements current judgments.

We believe the following critical accounting policies involve
the most significant estimates and judgments used in the preparation of our
financial statements.

Accounts Receivable  Our policy is to maintain
reserves for potential credit losses on accounts receivable. Management reviews
the composition of accounts receivable and analyzes historical bad debts,
customer concentrations, customer creditworthiness, current economic trends and
changes in customer payment patterns to evaluate the adequacy of these reserves.

Inventories  Inventories are valued at the lower
of cost (determined on a weighted average basis) or market value. Management
compares the cost of inventories with market value and an allowance is provided
to reduce the value of inventories to their net market value.

Impairment  We apply the provisions of ASC
360-10 (Originally issued as FAS No. 144).. ASC 360-10 requires that long-lived
assets be reviewed for impairment whenever events or changes in circumstances
indicate that the carrying amount of an asset may not be recoverable through the
estimated undiscounted cash flows expected to result from the use and eventual
disposition of the assets. Whenever any such impairment exists, an impairment
loss will be recognized for the amount by which the carrying value exceeds the
fair value. We test long-lived assets, including property, plant and equipment
and intangible assets subject to periodic amortization, for recoverability at
least annually or more frequently upon the occurrence of an event or when
circumstances indicate that the net carrying amount is greater than its fair
value. Assets are grouped and evaluated at the lowest level for their
identifiable cash flows that are largely independent of the cash flows of other
groups of assets. We consider historical performance and future estimated
results in our evaluation of potential impairment, and then we compare the
carrying amount of the asset to the future estimated cash flows expected to
result from the use of the asset. If the carrying amount of the asset exceeds
estimated expected undiscounted future cash flows, we measure the amount of
impairment by comparing the carrying amount of the asset to its fair value. The
estimation of fair value is generally measured by discounting expected future
cash flows as the rate we utilize to evaluate potential investments. We estimate
fair value based on the information available in making whatever estimates,
judgments and projections are considered necessary.

Revenue Recognition  Our revenue recognition
policies are in compliance with ASC 605 (Originally issued as Staff Accounting
Bulletin (SAB) 104). Sales revenue is recognized at the date of shipment to
customers when a formal arrangement exists, the price is fixed or determinable,
the delivery is completed, no other significant obligations exist and
collectability is reasonably assured. Payments received before all of the
relevant criteria for revenue recognition are satisfied are recorded as unearned
revenue. Revenues from the sale of products are recognized at the point of sale
of our products. Discounts provided to customers by us at the time of sale are
recognized as a reduction in sales as the products are sold. Discounts provided
by vendors are not recognized as a reduction in sales provided the coupons are
redeemable at any retailer that accepts coupons. Sales taxes are not recorded as
a component of sales. The Cost of Good Sold line item of the Consolidated
Statements of Income includes product costs, net of discounts and allowances.
Discounts provided to us by vendors at the time of purchase are recognized as a
reduction in inventory cost as the products are delivered. All other costs,
including warehousing costs, transportation costs; salaries, rent expense and
depreciation expense, are shown separately in selling expenses or general and
administrative expense in our consolidated statements of income.

30

---

Foreign Currency Translation  We use United
States dollars for financial reporting purposes. Our subsidiaries maintain their
books and records in their functional currency - RMB, which is currency of
China, where all of our operations are conducted. Such financial statements were
translated into United States dollars in accordance with ASC 830 (Originally
issued as Statement of Financial Accounts Standards (SFAS) No. 52, Foreign
Currency Translation). According to the Statement, all assets and liabilities
are translated at the current exchange rate on the balance sheet date,
shareholders equity are translated at the historical rates and income statement
items are translated at the average exchange rate for the period. The resulting
translation adjustments are reported under other comprehensive income in
accordance with ASC 220 (Originally issued as SFAS No. 130, Reporting
Comprehensive Income) as a component of shareholders equity.

New Accounting Pronouncements

In June 2009, the FASB issued ASC 105 (previously SFAS No. 168,
The FASB Accounting Standards Codification and the Hierarchy of Generally
Accepted Accounting Principles ("GAAP") - a replacement of FASB Statement No.
162), which will become the source of authoritative accounting principles
generally accepted in the United States recognized by the FASB to be applied to
nongovernmental entities.

In June 2009, the FASB issued ASC 855 (previously SFAS No. 165,
Subsequent Events), which establishes general standards of accounting for
and disclosures of events that occur after the balance sheet date but before the
financial statements are issued or available to be issued. It is effective for
interim and annual periods ending after June 15, 2009. There was no material
impact upon the adoption of this standard on the Companys consolidated
financial statements.

In June 2009, the FASB issued ASC 860 (previously SFAS No. 166,
Accounting for Transfers of Financial Assets) , which requires additional
information regarding transfers of financial assets, including securitization
transactions, and where companies have continuing exposure to the risks related
to transferred financial assets. SFAS 166 eliminates the concept of a
qualifying special-purpose entity, changes the requirements for derecognizing
financial assets, and requires additional disclosures. SFAS 166 is effective for
fiscal years beginning after November 15, 2009. The Company does not believe
this pronouncement will impact its financial statements.

In June 2009, the FASB issued ASC 810 (previously SFAS No. 167)
for determining whether to consolidate a variable interest entity. These amended
standards eliminate a mandatory quantitative approach to determine whether a
variable interest gives the entity a controlling financial interest in a
variable interest entity in favor of a qualitatively focused analysis, and
require an ongoing reassessment of whether an entity is the primary beneficiary.
These amended standards are effective for us beginning in the first quarter of
fiscal year 2010 and we are currently evaluating the impact that adoption will
have on our consolidated financial statements.

In August 2009, the FASB issued Accounting Standards Update
(ASU) 2009-05, which amends ASC Topic 820, Measuring Liabilities at Fair
Value, which provides additional guidance on the measurement of liabilities
at fair value. These amended standards clarify that in circumstances in which a
quoted price in an active market for the identical liability is not available,
we are required to use the quoted price of the identical liability when traded
as an asset, quoted prices for similar liabilities, or quoted prices for similar
liabilities when traded as assets. If these quoted prices are not available, we
are required to use another valuation technique, such as an income approach or a
market approach. These amended standards are effective for us beginning in the
fourth quarter of fiscal year 2009 and are not expected to have a significant
impact on our consolidated financial statements.

Off Balance Sheet Arrangements

We do not have any off balance sheet arrangements that have or
are reasonably likely to have a current or future effect on our financial
condition, changes in financial condition, revenues or expenses, results of
operations, liquidity or capital expenditures or capital resources that is
material to an investor in our securities.

31

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|ITEM 7A. | QUANTITATIVE AND QUALITIATIVE DISCLOSURE
      ABOUT MARKET RISK
|-------- | ----------------------------------------------------------------

Not Applicable.

|ITEM 8 | FINANCIAL STATEMENTS AND SUPPLEMENTARY
      FINANCIAL DATA
|------ | -----------------------------------------------------------

The full text of our audited consolidated financial statements
as of December 31, 2009 begins on page F-2 of this Annual Report on Form 10-K.

|ITEM 9 | CHANGES IN AND DISAGREEMENTS WITH
      ACCOUNTANTS ON ACCOUNTING **AND FINANCIAL DISCLOSURE.**
|------ | -----------------------------------------------------------------------------------------------

Not required.

|ITEM 9A. | CONTROLS AND PROCEDURES
|-------- | -----------------------

Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in
Rule 13a-15(e) under the Exchange Act) that are designed to ensure that
information that would be required to be disclosed in Exchange Act reports is
recorded, processed, summarized and reported within the time period specified in
the SECs rules and forms, and that such information is accumulated and
communicated to our management, including to our Chief Executive Officer and
Chief Financial Officer, as appropriate, to allow timely decisions regarding
required disclosure.

As required by Rule 13a-15 under the Exchange Act, our
management, including our Chief Executive Officer and Chief Financial Officer,
evaluated the effectiveness of the design and operation of our disclosure
controls and procedures as of December 31, 2009. Based on that evaluation, our
Chief Executive Officer and Chief Financial Officer concluded that as of
December 31, 2009, and as of the date that the evaluation of the effectiveness
of our disclosure controls and procedures was completed, our disclosure controls
and procedures were effective to satisfy the objectives for which they are
intended.

Internal Controls Over Financial Reporting

Managements Annual Report on Internal Control over
Financial Reporting.

Our management is responsible for establishing and maintaining
adequate internal control over financial reporting, as such term is defined in
Rule 13a-15(f) of the Exchange Act. Under the supervision and with the
participation of our management, including our Chief Executive Officer and Chief
Financial Officer, we conducted an evaluation of the effectiveness of our
internal control over financial reporting based upon the framework in Internal
ControlIntegrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission (COSO). Based on that evaluation, our management
concluded that our internal control over financial reporting is effective, as of
December 31, 2009.

Changes in Internal Controls over Financial Reporting.

During the fiscal year ended December 31, 2009, there were no
changes in our internal control over financial reporting identified in
connection with the evaluation performed during the fiscal year covered by this
report that has materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting.

32

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Attestation Report

This annual report does not include an attestation report of
our independent registered public accounting firm regarding internal control
over financial reporting. Managements report was not subject to attestation by
our registered public accounting firm pursuant to temporary rules of the
Securities and Exchange Commission that permit us to provide only managements
report in this annual report.

Authorization

Our Chairman, Anson Yin Ming Fong, has executed the
certifications attached as exhibits hereto in his capacity as our principal
executive officer, as our Chief Executive Officer is currently unable to fulfill
such duties due to illness.

|ITEM 9B. | OTHER INFORMATION
|-------- | -----------------

None.

PART III

|ITEM 10 | DIRECTORS AND EXECUTIVE OFFICERS
|------- | --------------------------------

Information required under this Item will be contained in our
definitive information statement or in an amendment to this Annual Report on
Form 10-K, which will be filed within 120 days of December 31, 2009, our most
recent fiscal year end, and is incorporated herein by reference.

|ITEM 11 | EXECUTIVE COMPENSATION
|------- | ----------------------

Information required under this Item will be contained in our
definitive information statement or in an amendment to this Annual Report on
Form 10-K, which will be filed within 120 days of December 31, 2009, our most
recent fiscal year end, and is incorporated herein by reference.

|ITEM 12 | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
      OWNERS AND MANAGEMENT
|------- | --------------------------------------------------------------------

Information required under this Item will be contained in our
definitive information statement or in an amendment to this Annual Report on
Form 10-K, which will be filed within 120 days of December 31, 2009, our most
recent fiscal year end, and is incorporated herein by reference.

|ITEM 13 | CERTAIN RELATIONSHIPS AND RELATED
      TRANSACTIONS, **AND DIRECTOR INDEPENDENCE**
|------- | -----------------------------------------------------------------------------------

Information required under this Item will be contained in our
definitive information statement or in an amendment to this Annual Report on
Form 10-K, which will be filed within 120 days of December 31, 2009, our most
recent fiscal year end, and is incorporated herein by reference.

|ITEM 14 | PRINCIPAL ACCOUNTING FEES AND SERVICES
|------- | --------------------------------------

Information required under this Item will be contained in our
definitive information statement or in an amendment to this Annual Report on
Form 10-K, which will be filed within 120 days of December 31, 2008, our most
recent fiscal year end, and is incorporated herein by reference.

33

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PART IV

|ITEM 15 | Exhibits, Financial Statement Schedules
|------- | ---------------------------------------

|(a) | Financial Statements of Business
  Acquired
|--- | -------------------------------------------

Filed herewith are the following:

1. Audited consolidated financial statements of Organic Region
Group Limited for the fiscal years ended December 31, 2009 and 2008.

34

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|          | (c) Exhibits                                                                                                                                                                                                                                                         
|--------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|          |                                                                                                                                                                                                                                                                      
|2.1 (1)   | Share Exchange Agreement, dated
      January 15, 2009, among the registrant, Organic Region Group Limited and
      its subsidiaries and shareholders.                                                                                                              
|3.1(2)    | Articles of Incorporation of the registrant, as
      amended.                                                                                                                                                                                                       
|3.2 (1)   | Bylaws of the registrant
      adopted on March 11, 2008.                                                                                                                                                                                                            
|3.3 (5)   | Certificate of Designation of the Series A
      Convertible Preferred Stock.                                                                                                                                                                                        
|4.1 (1)   | Piggyback Registration Rights
      Agreement, dated January 15, 2009, by and among the registrant, Michael
      Friess and Sanford Schwartz.                                                                                                                       
|4.2 (1)   | Redemption Agreement, dated January 15, 2009,
      by and among the registrant, Michael Friess and Sanford Schwartz.                                                                                                                                                
|4.3 (1)   | Form of Convertible Promissory
      Note issued by the registrant, dated January 15, 2009.                                                                                                                                                                          
|4.4 (1)   | Form of Convertible Promissory Note issued by
      Organic Region Group Limited, dated April 23, 2008.                                                                                                                                                              
|4.5 (1)   | Form of Warrant issued by
      Organic Region Group Limited, dated April 23, 2008.                                                                                                                                                                                  
|4.6 (4)   | Form of Warrant issued by Sino Green Land
      Corporation, dated August 3, 2009.                                                                                                                                                                                   
|4.7 (5)   | Form of Series A Warrant issued
      by Sino Green Land Corporation, dated August 7, 2009.                                                                                                                                                                          
|4.8 (5)   | Form of Series B Warrant issued by Sino Green
      Land Corporation, dated August 7, 2009.                                                                                                                                                                          
|10.1 (1)  | Indemnification Agreement,
      dated January 15, 2009, by Michael Friess and Sanford Schwartz in favor of
      the registrant and Organic Region Group Limited and its subsidiaries and
      shareholders.                                                       
|10.2 (1)  | Form of Securities Purchase Agreement, dated
      April 23, 2008.                                                                                                                                                                                                   
|10.3 (1)  | Consulting Services Agreement,
      dated January 1, 2005, between Organic Region Group Limited and Mr. Xiong
      Luo (English Translation).                                                                                                                      
|10.4 (1)  | Director Agreement, dated February 15, 2008,
      between Organic Region Group Limited and Mr. Anson Yiu Ming Fong.                                                                                                                                                 
|10.5 (1)  | Director Agreement, dated
      January 5, 2004, between Organic Region Group Limited and Mr. Xiong Luo.                                                                                                                                                             
|10.6 (1)  | Director Agreement, dated November 22, 2007,
      between Organic Region Group Limited and Mr. Chi Ming Leung.                                                                                                                                                      
|10.7 (1)  | Executive Employment Agreement,
      dated September 1, 2007, between Organic Region Group Limited and Mr. Chi
      Ming Leung.                                                                                                                                    
|10.8 (1)  | Executive Employment Agreement, dated September
      1, 2007, between Organic Region Group Limited and Mr. Xiong Luo.                                                                                                                                               
|10.9 (1)  | Executive Employment Agreement,
      dated September 1, 2007, between Organic Region Group Limited and Ms. Yong
      Qing Ma.                                                                                                                                      
|10.10 (1) | Luochuan Apple Land Lease and Joint Development
      Contract, dated May 4, 2004, between Guangzhou Organic Region Agriculture
      Ltd. and the Apple Association of Kuibai Town, Luochuan County (English
      Translation).                                    
|10.11 (1) | Luochuan Apple Land Lease
      Cooperation Development Contract, dated October 29, 2007, between
      Guangzhou Organic Region Agriculture Ltd. and the Apple Association of
      Kuibai Town, Luochuan County (English Translation).                             
|10.12 (1) | Wanqingsha Emperor Banana Land Lease
      Cooperation Development Contract, dated October 17, 2006, between
      Guangzhou Organic Region Agriculture Ltd. and the Fruits Association of
      Wanqingsha Town, Nansha District of Guangzhou (English Translation).
|10.13 (1) | Wanqingsha Emperor Banana Land
      Lease Cooperation Development Contract, dated January 3, 2008, between
      Guangzhou Organic Region Agriculture Ltd. and the Fruits Association of
      Wanqingsha Town, Nansha District of Guangzhou (English Translation). 
|10.14 (1) | Guangxi Tangerine Land Lease Cooperation
      Development Contract, dated October 12, 2005, between Guangzhou Organic
      Region Agriculture Ltd. and Guangxi Wanshanhong Fruits Co., Ltd. (English
      Translation).                                           
|10.15 (1) | Guangzhou City Panyu District
      Premises Lease Contract, dated December 12, 2007, between Guangzhou Panyu
      District Guang Lv Industrial Co. Ltd. and Guangzhou Organic Region
      Agriculture Ltd. (English Translation).                                 
|10.16 (1) | Supplementary Agreement to Premises Lease
      Agreement between Guangzhou Panyu District Guang Lv Industrial Co. Ltd.
      and Guangzhou Organic Region Agriculture Ltd. (English Translation).                                                                   
|10.17 (1) | Transfer Agreement of Patent
      Application Right, January 10, 2009, by and among Guangzhou Organic Region
      Agriculture Ltd., Mr. Xiong Luo and Mr. Anson Yiu Ming Fong (English
      Translation).                                                         
|10.18 (3) | Director Agreement, between Sino Green Land
      Corporation and Jeremy Goodwin, dated February 2, 2009.                                                                                                                                                            

35

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|10.19 (4) | Form of Common Stock and
      Warrant Purchase Agreement, dated as of August 3, 2009, between Sino Green
      Land Corporation and the investors.             
|--------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.20 (4) | Form of Common Stock and Warrant Purchase
      Agreement, dated as of August 3, 2009, between Sino Green Land Corporation
      and the investors.             
|10.21 (5) | Form of Common Stock and
      Warrant Purchase Agreement, dated as of August 7, 2009, between Sino Green
      Land Corporation and the investors.             
|16.1 (1)  | Letter from Schumacher & Associates, Inc.,
      regarding change in certifying accountant.                                                                     
|21        | Subsidiaries of the registrant.*                                                                                                                                
|31.1      | Certification of Chief Executive Officer,
      pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *                                                     
|31.2      | Certification of Chief
      Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of
      2002 *                                               
|32.1      | Certification of Chief Executive Officer,
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
      the Sarbanes-Oxley Act of 2002 *
|32.2      | Certification of Chief
      Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant
      to Section 906 of the Sarbanes-Oxley Act of 2002 *

*Filed Herewith

(1)     Incorporated by reference to the
exhibit of the same number to the Companys Current Report on Form 8-K filed on
January 21, 2009.

(2)     Incorporated by reference to
Exhibit 3.1 to the Company's Registration Statement on Form 8-K/A filed on April
21, 2009.

(3)     Incorporated by reference to
Exhibit 10.1 to the Company's Current Report on Form 8-K filed on February 5,
2009.

(4)     Incorporated by reference to
Exhibits 4.1, 10.1, and 10.2 to the Company's Current Report on Form 8-K/A filed
on August 7, 2009.

(5)     Incorporated by reference to
Exhibits 3.1, 4.1, 4.2, and 10.1 to the Company's Current Report on Form 8-K
filed on August 13, 2009.

36

---

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 hereunto duly authorized.

Date: April 15, 2010

SINO GREEN LAND CORPORATION

/s/ Anson Yiu Ming
FongAnson Yiu Ming Fong Chairman of the Board

Pursuant to the requirements of the Securities Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities on the dates indicated.

Signature
    
    Title
    
    Date/s/ Anson Yiu Ming
      Fong
    
    Chairman of the Board
    
    April 15, 2010Anson Yiu Ming Fong
    
    (Principal Executive Officer)/s/ Yong Qing Ma
    
    Chief Financial Officer
    
    April 15, 2010Yong Qing Ma
    
    (Principal Financial andAccounting Officer)/s/ Xiong Luo
    
    Chief Operating Officer
    
    April 15, 2010Xiong Luo
    
    and Director/s/ Jeremy Goodwin
    
    Director
    
    April 15, 2010Jeremy Goodwin


---

SINO GREEN LAND CORPORATION AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2009

TABLE OF CONTENTS

|Report of Independent Registered Public
      Accounting Firm                                       | F-1
|--------------------------------------------------------------------------------------------------- | ---
|Consolidated Balance Sheets for the years ended as at
      December 31, 2009 and December 31, 2008 | F-2
|Consolidated Statements of Income for the
      years ended as at December 31, 2009 and 2008        | F-3
|Consolidated Statements of Stockholders Equity for the
      year ended December 31, 2009 and 2008 | F-4
|Consolidated Statements of Cash Flows for
      the years ended as at December 31, 2009 and 2008    | F-5
|Notes to Consolidated Financial Statements                                                          | F-6

---

Report of Independent Registered Public Accounting
Firm

Board of Directors and Stockholders of Sino Green Land Corp
and Subsidiaries

We have audited the accompanying consolidated balance sheets of
Sino Green Land Corp and Subsidiaries as of December 31, 2009 and 2008, and the
related consolidated statements of income, stockholders' equity, and cash flows
for the two years period ended December 31, 2009. These consolidated financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.

We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable assurance about
whether the consolidated financial statements are free of material misstatement.
An audit includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes assessing
the accounting principles used and significant estimates made by management, as
well as evaluating the overall consolidated financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred
to above present fairly, in all material respects, the consolidated financial
position of Sino Green Land Corp and Subsidiaries as of December 31, 2009 and
2008, and the results of their operations and their cash flows for the two years
period ended December 31, 2009, in conformity with U.S. generally accepted
accounting principles.

/s/ Kabani & Company, Inc. Certified Public
Accountants

Los Angeles, California April 12, 2010

F-1

---

|SINO GREEN LAND
      CORP AND SUBSIDIARIES                                                                                                                      
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------
|CONSOLIDATED
      BALANCE SHEETS                                                                                                                                
|AS OF DECEMBER
      31, 2009 AND 2008                                                                                                                           
|                                                                                                                                                                 
|                                                                                                                                                                 
|ASSETS                                                                                                                                                           
|Current
      Assets                                                                                                                                             
|Cash and cash equivalents                                                                                                                                        
|Accounts
      receivable, net                                                                                                                                   
|Due from related parties                                                                                                                                         
|Inventories                                                                                                                                                      
|Advances-current portion                                                                                                                                         
|Other current
      assets                                                                                                                                       
|Total Current Assets                                                                                                                                             
|Property and
      Equipment, net                                                                                                                                
|Deposit                                                                                                                                                          
|Advances                                                                                                                                                         
|Long-term Prepayments                                                                                                                                            
|Total
      Assets                                                                                                                                               
|LIABILITIES AND
      SHAREHOLDERS' EQUITY                                                                                                                       
|Current
      Liabilities                                                                                                                                        
|Accounts payable and accrued
      expenses                                                                                                                      
|Advances from
      customers                                                                                                                                    
|Due to related parties                                                                                                                                           
|Convertible
      debenture                                                                                                                                      
|Total Current Liabilities                                                                                                                                        
|Commitment                                                                                                                                                       
|Shareholders' Equity                                                                                                                                             
|Preferred stock,
      $0.001 par value, 20,000,000 sharesauthorized,
      1,650,000 and 0 share issued and outstanding asof
      December 31, 2009 and 2008   
|Common stock, $0.001 par value,
      780,000,000 sharesauthorized, 104,943,337 and
      81,648,554 issued andoutstanding as of December 31,
      2009 and 2008
|Additional
      Paid-in capital                                                                                                                                 
|Other comprehensive income                                                                                                                                       
|Retained
      earnings                                                                                                                                          
|Total shareholders'
      equity                                                                                                                                 
|Total
      Liabilities and Stockholders' Equity                                                                                                                 
|                                                                                                                                                                 
|The
      accompanying notes are integral part of these consolidated financial
      statements.                                                                 

F-2

---

|SINO GREEN LAND CORP AND SUBSIDIARIES                                                      |  
|------------------------------------------------------------------------------------------ | -
|CONSOLIDATED STATEMENTS OF INCOME                                                          |  
|FOR THE YEARS ENDED DECEMBER 31, 2009 AND
      2008                                       |  
|                                                                                           |  
|                                                                                           |  
|                                                                                           |  
|Net sales                                                                                  | $
|Cost of goods sold                                                                         |  
|Gross profit                                                                               |  
|                                                                                           |  
|Operating expenses                                                                         |  
|Selling expenses                                                                           |  
|General and administrative expenses                                                        |  
|Total operating expenses                                                                   |  
|                                                                                           |  
|Operating income                                                                           |  
|Other income(expense)                                                                      |  
|Interest expenses, net                                                                     |  
|Beneficial conversion
      feature expense                                                |  
|Change in derivative liability                                                             |  
|Others, net                                                                                |  
|Total other
      income (expense)                                                         |  
|Net income                                                                                 |  
|Dividend required for preferred stockholders                                               |  
|Net income available to common
      shareholders                                          |  
|Other comprehensive income (loss)                                                          |  
|Foreign currency
      translation gain (loss)                                             |  
|Comprehensive income                                                                       | $
|Net income per share                                                                       |  
|Basic                                                                                      | $
|Diluted                                                                                    | $
|Weighted average number of shares outstanding                                              |  
|Basic                                                                                      |  
|Diluted                                                                                    |  
|                                                                                           |  
|The accompanying notes are integral part of
      these consolidated financial statements. |  

F-3

---

|SINO
      GREEN LAND CORP AND SUBSIDIARIES                | 
|---------------------------------------------------------- | 
|CONSOLIDATED STATEMENT OF SHAREHOLDERS'
      EQUITY       | 
|FOR THE
      YEARS ENDED DECEMBER 31, 2009, 2008 AND 2007 | 
|                                                           | 
|                                                           | 
|                                                           | 
|Balance as of
      December 31, 2007                      | 
|Contribution by a shareholder                              | 
|Foreign currency
      translation gain                    | 
|Net income for the year ended
      December 31, 2008      | 
|Balance as of
      December 31, 2008                      | 
|Recapitalization due to reverse
      acquisition          | 
|Issuance of
      preferred stock                          | 
|Issuance of common stock                                   | 
|Warrant expenses                                           | 
|Foreign currency translation
      gain                    | 
|Dividend
      required for preferred stockholders         | 
|Net income for the year ended
      December 31, 2009      | 
|Balance as of
      December 31, 2009                      | 

F-4

---

|SINO GREEN LAND CORP AND
      SUBSIDIARIES                                                |  
|------------------------------------------------------------------------------------------ | -
|CONSOLIDATED STATEMENTS OF CASH
      FLOWS                                                |  
|FOR THE YEARS ENDED DECEMBER 31, 2009 AND
      2008                                       |  
|                                                                                           |  
|Cash flows from operating activities                                                       |  
|Net income                                                                                 | $
|Adjustments to reconcile net
      income to net cash provided by operating activities     |  
|Depreciation                                                                               |  
|Amortization                                                                               |  
|Warrant expense                                                                            |  
|Beneficial conversion feature                                                              |  
|Gain
      from debt forgiveness                                                           |  
|Change in derivative liability                                                             |  
|Debt
      discount (part of interest expense)                                             |  
|Decrease / (Increase) in current assets                                                    |  
|Accounts receivable                                                                        |  
|Inventories                                                                                |  
|Other current assets                                                                       |  
|Deposit                                                                                    |  
|Advances                                                                                   |  
|Long-term
      prepaid expense                                                            |  
|Increase in current liabilities                                                            |  
|Accounts payable
      & accrued expense                                                   |  
|Advances from customer                                                                     |  
|Tax payables                                                                               |  
|Other payables                                                                             |  
|Net cash
      provided by operating activities                                            |  
|Cash flows from investing activities                                                       |  
|Acquisition of plant, property, and equipment                                              |  
|Cash flows from financing activities                                                       |  
|Proceeds from (payment to) issuance of convertible notes                                   |  
|Proceeds from issuance of preferred stock and warrants                                     |  
|Proceeds from issuance of common stock and warrants                                        |  
|Proceeds from (payments to) related parties                                                |  
|Net cash provided by
      (used in) financing activities                                  |  
|Effect of exchange rate change on cash and cash
      equivalents                          |  
|Net increase in cash and cash
      equivalents                                            |  
|Cash and cash equivalents, beginning balance                                               |  
|Cash and cash equivalents, ending
      balance                                            | $
|                                                                                           |  
|Supplement disclosure of cash flow
      information                                       |  
|Interest expense paid                                                                      | $
|Income taxes paid                                                                          | $
|                                                                                           |  
|The accompanying notes are integral part of
      these consolidated financial statements. |  

F-5

---

SINO GREEN LAND CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.ORGANIZATION AND DESCRIPTION OF
BUSINESS

Organization

Sino Green Land Corporation (the Company) was incorporated in
Nevada in March 2008 under the name of Henry County Plywood Corporation, as the
successor by merger to a Virginia corporation organized in May 1948 under the
same name. On March 23, 2009, the Companys corporate name was changed to Sino
Green Land Corporation.

The Company, through its Chinese operating subsidiaries, Zhuhai
Organic Region Modern Agriculture Ltd. (Zhuhai Organic) and Guangzhou Organic
Region Agriculture Ltd. (Guangzhou Organic), is engaged in the wholesale
distribution, marketing and sales of premium fruits through wholesale centers
and to supermarkets in China.

On January 15, 2009, the Company entered into a share exchange
agreement with Organic Region Group Limited (Organic Region), its stockholders
and its wholly owned subsidiaries, Zhuhai Organic, Guangzhou Organic, Fuji
Sunrise International Enterprises Limited (Fuji Sunrise), Southern
International Develop Limited (Southern International) and HK Organic Region
Limited (HK Organic). Pursuant to the share exchange agreement and a related
agreement with the Companys two former principal stockholders:

- The Company issued to the former stockholders of Organic Region a total of
  81,648,554 shares of common stock, constituting approximately 98% of our
  outstanding stock, in exchange for all of the capital stock of Organic Region;
  and
- Our former majority stockholders sold to the Company 1,666,298 shares of
  common stock, representing 50% of the then outstanding shares, for $500,000
  non-interest bearing convertible promissory notes. The Company cancelled these
  shares. As of April 27, 2009, the Company had paid the principal and accrued
  interest on the notes in full and had no further obligations to the former
  majority stockholders.

Prior to the closing of these transactions, the Company, then
known as Henry County Plywood Corporation, was not engaged in any business
activity.

The Company is the sole stockholder of Organic Region, a
British Virgin Islands corporation which was incorporated on January 30, 2003.
Organic Region is the sole stockholders of five limited liability companies
organized under the laws of the Peoples Republic of China, each of which is a
wholly foreign-owned entity, known as a WFOE: Zhuhai Organic, Guangzhou Organic,
Fuji Sunrise, Southern International and HK Organic.

Under generally accepted accounting principles, the acquisition
by the Company of Organic Region is equivalent to the acquisition by Organic
Region of the Company, then known as Henry County Plywood Corporation, with the
issuance of stock by Organic Region for the net monetary assets of the Company.
This transaction is reflected as a recapitalization, and is accounted for as a
change in capital structure. Accordingly, the accounting for the acquisition is
identical to that resulting from a reverse acquisition. Under reverse
acquisition accounting, the comparative historical financial statements of the
Company, as the legal acquirer, are those of the accounting acquirer, Organic
Region. The accompanying financial statements reflect the recapitalization of
the stockholders equity as if the transactions occurred as of the beginning of
the first period presented. Thus, only the 81,648,554 shares of common stock
issued to the former Organic Region stockholders are deemed to be outstanding
for all periods reported prior to the date of the reverse acquisition. As a
result of the reverse acquisition effected by the share exchange agreement, the
Companys business has become the business of the Organic Region. The 1,666,297
shares of common stock that were outstanding on January 15, 2009, net of the
1,666,298 shares that were purchased by the Company and cancelled, are treated
as if they were issued on January 15, 2009, as part of a recapitalization.

Zhuhai Organic was formed by a British Virgin Islands
corporation known as Nature Institution Group Ltd. (NI Group) on January 3,
2004, and Guangzhou Organic was formed by NI Group on September 24, 2004. On
December 31, 2007, NI Group transferred to Organic Region all of the stock of
Zhuhai Organic for $5,000,000 and all of the stock of Guangzhou Organic for no consideration since Guangzhou
Organic had negative equity. At the time of the transfer, NI Group had made the
required capital contributions to both Zhuhai Organic and Guangzhou Organic, the
transfers were treated as transfers between related parties because, at the time
of the transfer, one of NI Groups stockholders, who held a 13.5% interest in NI
Group, was also a 50% stockholder in Organic Region. Since the transfers were
between related parties, the assets of the acquired companies were carried at
their historical cost and the amount by which the total purchase price exceeded
the value of the assets of Zhuhai Organic and Guangzhou Organic, which was
$365,755, was recorded as deemed dividend to the stockholder in December 31,
2007.

F-6

---

The Company has an exclusive agreement with the Companys chief
operating officer, who is the owner and holder of the business license for
Guangzhou Greenland Co. Ltd. (Guangzhou Greenland). Pursuant to this
agreement, Organic Region provides consulting services, including business
operations, human resources and research and development services, to Mr. Luo
with respect to Guangzhou Greenland to enable Guangzhou Greenland to operate the
fruit trading business in China. In exchange for such services, Mr. Luo agreed
to pay a consulting services fee to Organic Region equal to all of the revenues
obtained by Guangzhou Greenland. The agreement gave the Company the ability to
substantially influence Guangzhou Greenlands daily operations and financial
affairs, appoint its senior executives and approve all matters requiring
stockholder approval. Mr. Luo also irrevocably granted the Company an exclusive
option to purchase, to the extent permitted under PRC law, all or part of the
equity interests in Guangzhou Greenland and agreed to entrust all the rights to
exercise voting power to the person appointed by the Company. Guangzhou
Greenland is considered a variable interest entity under ASC 810 (Originally
issued as FIN 46R), and its financial statements are included in our
consolidated financial statements. Substantially all of the Companys revenue is
derived from the business of Guangzhou Greenland.

2.BASIS OF PRESENTATION AND SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES

a. Principle of consolidation

The accompanying consolidated financial statements include the
accounts of the Company and its wholly-owned subsidiaries, Zhuhai Organic and
Guangzhou Organic, Fuji Sunrise, HK Organic and Southern International, together
with its 100% Variable Interest Entity (VIE), Guangzhou Greenland. All
significant inter-company accounts and transactions have been eliminated in
consolidation.

In accordance with ASC 810 (Originally issued as Financial
Interpretation No. 46R, Consolidation of Variable Interest Entities FIN 46R),
VIEs are generally entities that lack sufficient equity to finance their
activities without additional financial support from other parties or whose
equity holders lack adequate decision making ability. All VIEs with which the
Company is involved must be evaluated to determine the primary beneficiary of
the risks and rewards of the VIE. The primary beneficiary is required to
consolidate the VIE for financial reporting purposes.

On January 1, 2005, Organic Region entered into exclusive
arrangements with Mr. Xiong Luo, who is presently the Companys chief operating
officer and who holds the business license for Guangzhou Greenland, that give
the Company the ability to substantially influence Guangzhou Greenlands daily
operations and financial affairs, appoint its senior executives and approve all
matters requiring shareholder approval. As a result, the Company consolidates
the financial results of Guangzhou Greenland as variable interest entity
pursuant to ASC 810 (Originally issued as Financial Interpretation No. 46R,
Consolidation of Variable Interest Entities FIN 46R).

| | a. | Guangzhou Greenland holds the licenses necessary to
      operate its fruit trading business in China.                                                                                                                                                                                                            
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                   
| | b. | The Company has the exclusive privilege to purchase the
      fruit and vegetables from and it provides other general business operation
      services to Guangzhou Greenland in return for a consulting services fee
      which is equal to Guangzhou Greenlands revenue.                                     
| |    |                                                                                                                                                                                                                                                                                                                   
| | c. | Mr. Xiong Luo irrevocably granted the Company an
      exclusive option to purchase, to the extent permitted under PRC law, all
      or part of the equity interests in Guangzhou Greenland and agreed to
      entrust all the rights to exercise his voting power to the person
      appointed by the Company.

b. Use of estimates

The preparation of consolidated 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 consolidated financial statements and the amount
of revenues and expenses during the reporting periods. Management makes these
estimates using the best information available at the time the estimates are
made. However, actual results could differ materially from those results.

F-7

---

c. Cash and cash equivalents

The Company considers all cash on hand and in banks, including
accounts in book overdraft positions, certificates of deposit and other
highly-liquid investments with maturities of three months or less, when
purchased, to be cash and cash equivalents.

d. Accounts receivable

The Companys policy is to maintain reserves for potential
credit losses on accounts receivable. Management reviews the composition of
accounts receivable and analyzes historical bad debts, customer concentrations,
customer creditworthiness, current economic trends and changes in customer
payment patterns to evaluate the adequacy of these reserves. As of December 31,
2009 and December 31, 2008, the Company had accounts receivable, of $171,143 and
$200,731, net of allowance for bad debts in the amount of $9,244 and $9,264,
respectively.

e. Other current assets

Other current assets, valued at $343,169 as of December 31,
2009. It included an unsecured loan receivable in the amount of $292,517, at an
interest rate of 5.31%, from an unrelated party. This loan was due in January
2010 and relates to a loan made to the local fruit association in connection
with the construction of a seeding lab for Emperor bananas. The loan has been
collected subsequently in March 2010. The interest income for the year ended
December 31, 2009 was $15,524. As of December 31, 2008, the other current assets
amounted to $58,045.

f. Advances

As of December 31, 2009, the Company advances amounted to
$4,355,829. The Company provides advances to one unrelated party in return for
18 years lease starting 2010. The advances are required to be used to construct
a multi level distribution center the Company intends to lease. As of December
31, 2008, the advances amounted to $497,568.

g. Deposit

As of December 31, 2009 and 2008, the Company has deposit
amounted to $365,647 and $0, respectively. The deposit is to an unrelated party
and refundable after the expiration of the term of the lease (described in note
1.f Advances).

h. Inventories

Inventories are valued at the lower of cost (determined on a
weighted average basis) or market value. Management compares the cost of
inventories with market value and an allowance is provided to reduce the value
of inventories to their net market value.

Inventories consisted of produce in the amount of $9,934 and
$16,931 as of December 31, 2009 and 2008, respectively.

i. Property and equipment

Property and equipment are recorded at cost. Gains or losses on
disposals are reflected as gain or loss in the year of disposal. The cost of
improvements that extend the life of plant, property, and equipment are
capitalized. These capitalized costs may include structural improvements,
equipment, and fixtures. All ordinary repair and maintenance costs are expensed
as incurred.

Depreciation for financial reporting purposes is provided using
the straight-line method over the estimated useful lives of the assets: 5 to 10
years for manufacturing machinery, 5 years for office equipment, and 5 years for
motor vehicles.

F-8

---

j. Impairment

The Company applies the provisions ASC 360-10 (Originally
issued as FAS No. 144). .ASC 360-10 requires that long-lived assets be reviewed
for impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable through the estimated
undiscounted cash flows expected to result from the use and eventual disposition
of the assets. Whenever any such impairment exists, an impairment loss will be
recognized for the amount by which the carrying value exceeds the fair value.

The Company tests long-lived assets, including property, plant
and equipment and intangible assets subject to periodic amortization, for
recoverability at least annually or more frequently upon the occurrence of an
event or when circumstances indicate that the net carrying amount is greater
than its fair value. Assets are grouped and evaluated at the lowest level for
their identifiable cash flows that are largely independent of the cash flows of
other groups of assets. The Company considers historical performance and future
estimated results in its evaluation of potential impairment and then compares
the carrying amount of the asset to the future estimated cash flows expected to
result from the use of the asset. If the carrying amount of the asset exceeds
estimated expected undiscounted future cash flows, the Company measures the
amount of impairment by comparing the carrying amount of the asset to its fair
value. The estimation of fair value is generally measured by discounting
expected future cash flows as the rate the Company utilizes to evaluate
potential investments. The Company estimates fair value based on the information
available in making whatever estimates, judgments and projections are considered
necessary. There was no impairment of long-lived assets for the years ended
December 31, 2009 and 2008.

k. Revenue recognition

The Companys revenue recognition policies are in compliance
with ASC 605 (Originally issued as Staff Accounting Bulletin (SAB) 104). Sales
revenue is recognized at the date of shipment to customers when a formal
arrangement exists, the price is fixed or determinable, the delivery is
completed, no other significant obligations of the Company exist and
collectability is reasonably assured. Payments received before all of the
relevant criteria for revenue recognition are satisfied are recorded as unearned
revenue.

Sales

Revenues from the sale of products are recognized at the point
of sale of the Companys products. Discounts provided to customers by the
Company at the time of sale are recognized as a reduction in sales as the
products are sold. Sales taxes are not recorded as a component of sales.

Cost of Goods Sold

The Cost of Goods Sold line item of the Consolidated
Statements of Income includes product costs and the amortization of the
long-term leases on which the produce is grown and for which the full payment
was made at the commencement of the lease. Discounts provided to the Company by
vendors at the time of purchase are recognized as a reduction in inventory cost
as the products are delivered.

All other costs, including warehousing costs, transportation
costs, salaries, rent expense and depreciation expense, are shown separately in
Selling Expense or General and Administrative Expense in the Consolidated
Statements of Income.

l. Income taxes

The Company utilizes ASC 740 (Originally issued as SFAS No.
109, Accounting for Income Taxes), which requires the recognition of deferred
tax assets and liabilities for the expected future tax consequences of events
that have been included in the financial statements or tax returns. Under this
method, deferred income taxes are recognized for the tax consequences in future
years of differences between the tax basis of assets and liabilities and their
financial reporting amounts at each period end based on enacted tax laws and
statutory tax rates applicable to the periods in which the differences are
expected to affect taxable income. Valuation allowances are established, when
necessary, to reduce deferred tax assets to the amount expected to be realized.

The Company accounts for income taxes using an asset and
liability approach which allows for the 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.

F-9

---

The Company records a valuation allowance for deferred tax
assets, if any, based on its estimates of its future taxable income as well as
its tax planning strategies when it is more likely than not that a portion or
all of its deferred tax assets will not be realized. If the Company is able to
utilize more of its deferred tax assets than the net amount previously recorded
when unanticipated events occur, an adjustment to deferred tax assets would
increase the Company net income when those events occur. The Company does not
have any significant deferred tax asset or liabilities in the PRC tax
jurisdiction.

m. Income per share of common stock

Income per share of common stock is calculated in accordance
with the ASC 260 (Originally issued as Statement of Financial Accounting
standards No. 128, Earnings per share). Income per share for all periods
presented has been restated to reflect the adoption of ASC 260. Basic income per
share is based upon the weighted average number of common shares outstanding.
Diluted income per share is based on the assumption that all dilutive
convertible shares and stock options and warrants were converted or exercised.
Dilution is computed by applying the treasury stock method. Under this method,
options and warrants are assumed to be exercised at the beginning of the period
(or at the time of issuance, if later), and as if funds obtained thereby were
used to purchase common stock at the average market price during the period.

Basic net income per share is computed by dividing net income
by the weighted average number of shares of common stock outstanding during the
period. Diluted income per share is computed by dividing net income by the
weighted average number of shares of common stock, common stock equivalents and
potentially dilutive securities outstanding during each period. Potentially
dilutive common shares consist of common stock issuable upon the conversion of
the outstanding shares of Series A preferred stock (using the if-converted
method) and common stock warrants (using the treasury stock method). The
following table presents a reconciliation of basic and diluted net income per
share (in thousands, except per share amounts):

|                                                               |   | Years Ended December 31, | 
|-------------------------------------------------------------- | - | ------------------------ | 
|                                                               |   | 2009                     | 
|Net income available to common
      shareholders              | $ | 5,309                    | 
|Weighted average shares of common stock outstanding            |   | 89,772                   | 
|Diluted effect of warrants, options,
      and preferred stock |   | 27,807                   | 
|Weighted average shares of common stock  diluted              |   | 117,579                  | 
|Net income available per share of
      common stock  basic   | $ | 0.07                     | 
|Net income per share of common stock -- diluted                | $ | 0.06                     | 

The warrants that were issued by Organic Region in April 2008
and assumed by the Company in connection with the reverse acquisition are
reflected in the number of diluted shares 117,579,469 for the year ended
December 31, 2009.

Effective August 3, 2009, the Company issued warrants to
purchase 13,612,120 shares of the Companys common stock, of which warrants to
purchase 10,145,454 shares of common stock have an exercise price of $0.11 per
share and warrants to purchase 3,466,666 of common stock have an exercise price
of $0.15 per share, each at any time and from time to time through August 3,
2011. The average stock price for the years ended December 31, 2009 was $0.1495
per share. The warrants with an $0.11 exercise price had a dilutive effect of
2,680,770 shares for the year ended December 31, 2009.

The Pursuant to a Series A Convertible Preferred Stock and
Warrant Purchase Agreement dated August 7, 2009, with three investors, on August
7, 2009, for a total consideration of $1,000,000, the Company (i) issued of an
aggregate of 1,000,000 shares of series A preferred stock, (ii) issued five-year
warrants to purchase 10,000,000 shares of common stock at an exercise price of
$0.14 per share and 10,000,000 shares of common stock at an exercise price of
$0.25 per share, for which the Company received a total of $1,000,000, and (iii)
granted the investors an option to purchase up to
1,000,000 additional shares of Series A Preferred Stock at a purchase price of $1.00 per share of Series A Preferred Stock.

F-10

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The warrants which are exercisable at $0.15 per share had no dilutive effect. The preferred stock had a dilutive effect of 18,744,000 shares for the year ended December 31, 2009. The warrants which are exercisable at $0.14 per share had a
dilutive effect of 635,700 shares for the year ended December 31, 2009. The warrants which are exercisable at $0.25 per share had no dilutive effect. The preferred stock option had a dilutive effect of 3,976,000 shares in the year ended December
31, 2009.

n. Foreign currency translation

The Company uses the United States dollar for financial reporting purposes. The Companys subsidiaries maintain their books and records in their functional currency - Chinese Yuan Renminbi (CNY), being the primary currency of the economic
environment in which their operations are conducted. Such financial statements were translated into United States dollars in accordance with ASC 830 (Originally issued as Statement of Financial Accounts Standards (SFAS) No. 52,
Foreign Currency Translation). According to the Statement, all assets and liabilities are translated at the current exchange rate, stockholders equity are translated at the historical rates and income statement and statement of
cash flows items are translated at the average exchange rate for the period. As a result, amounts related to assets and liabilities reported on the statement of cash flows may not necessarily agree with changes in the corresponding balances on the
balance sheet. The resulting translation adjustments are reported under other comprehensive income in accordance with ASC 220 (Originally issued as SFAS No. 130, Reporting Comprehensive Income) as a component of shareholders
equity.

o. Fair values of financial instruments

ASC 825 (Originally issued as Statement of Financial Accounting Standard No. 107, Disclosures about Fair Value of Financial Instruments) requires that the Company disclose estimated fair values of financial instruments. The carrying
amounts reported in the statements of financial position for assets and liabilities qualifying as financial instruments are a reasonable estimate of fair value.

The Companys financial instruments primarily consist of cash and cash equivalents, accounts receivable, other receivables, advances to suppliers, accounts payable and other payables.

As of the balance sheet dates, the estimated fair values of the financial instruments were not materially different from their carrying values as presented on the balance sheet. This is attributed to the short maturities of the instruments and that
interest rates on the borrowings approximate those that would have been available for loans of similar remaining maturity and risk profile at respective balance sheet dates.

p. Earning per share (EPS)

Earnings per share is calculated in accordance with the ASC 260 (Originally issued as Statement of Financial Accounting standards No. 128, Earnings per share) superseded Accounting Principles Board Opinion No.15 (APB 15). Earnings per
share for all periods presented has been restated to reflect the adoption of ASC 260 Basic earnings per share is based upon the weighted average number of common shares outstanding. Diluted earnings per share is based on the assumption that all
dilutive convertible shares and stock options were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time
of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period.

Basic and diluted earning per share was $0.07 and $0.06 for the year ended December 31, 2009, respectively. Basic and diluted earning per share was $0.06 and $0.06 for the year ended December 31, 2008, respectively.

q. Segment reporting

ASC 280 (Originally issued as Statement of Financial Accounting Standards No.
131, SFAS 131), Disclosure about Segments of an Enterprise and Related
Information requires use of the management approach model for segment
reporting. The management approach model is based on the way a companys
management organizes segments within the company for making operating decisions and assessing
performance. Reportable segments are based on products and services, geography,
legal structure, management structure, or any other manner in which management
disaggregates a company.

F-11

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ASC 280 (Originally issued as SFAS No. 131) has no effect on
the Companys consolidated financial statements as the Company operates in one
reportable business segment.

r. Statement of cash flows

In accordance with ASC 230 (Originally issued as SFAS No. 95),
"Statement of Cash Flows," cash flows from the Company's operations is
calculated based upon the local currencies. As a result, amounts related to
assets and liabilities reported on the statement of cash flows may not
necessarily agree with changes in the corresponding balances on the balance
sheet.

s. Subsequent Events.

For purposes of determining whether a post-balance sheet event
should be evaluated to determine whether it has an effect on the financial
statements for the period ending December 31, 2009 pursuant to ASC
855(Originally issued as SFAS No. 165), subsequent events were evaluated by the
Company as of March 31, 2010, the date on which the Form 10-K, which included
the consolidated financial statements at and for the year ended December 31,
2009, was available to be issued.

t. Recent Accounting Pronouncements

In June 2009, the FASB issued ASC 105 (previously SFAS No. 168,
The FASB Accounting Standards Codification and the Hierarchy of Generally
Accepted Accounting Principles ("GAAP") - a replacement of FASB Statement No.
162), which will become the source of authoritative accounting principles
generally accepted in the United States recognized by the FASB to be applied to
nongovernmental entities.

In June 2009, the FASB issued ASC 855 (previously SFAS No. 165,
Subsequent Events), which establishes general standards of accounting for
and disclosures of events that occur after the balance sheet date but before the
financial statements are issued or available to be issued. It is effective for
interim and annual periods ending after June 15, 2009. There was no material
impact upon the adoption of this standard on the Companys consolidated
financial statements.

In June 2009, the FASB issued ASC 860 (previously SFAS No. 166,
Accounting for Transfers of Financial Assets) , which requires additional
information regarding transfers of financial assets, including securitization
transactions, and where companies have continuing exposure to the risks related
to transferred financial assets. SFAS 166 eliminates the concept of a
qualifying special-purpose entity, changes the requirements for derecognizing
financial assets, and requires additional disclosures. SFAS 166 is effective for
fiscal years beginning after November 15, 2009. The Company does not believe
this pronouncement will impact its financial statements.

In June 2009, the FASB issued ASC 810 (previously SFAS No. 167)
for determining whether to consolidate a variable interest entity. These amended
standards eliminate a mandatory quantitative approach to determine whether a
variable interest gives the entity a controlling financial interest in a
variable interest entity in favor of a qualitatively focused analysis, and
require an ongoing reassessment of whether an entity is the primary beneficiary.
These amended standards are effective for us beginning in the first quarter of
fiscal year 2010 and we are currently evaluating the impact that adoption will
have on our consolidated financial statements.

In August 2009, the FASB issued Accounting Standards Update
(ASU) 2009-05, which amends ASC Topic 820, Measuring Liabilities at Fair
Value, which provides additional guidance on the measurement of liabilities
at fair value. These amended standards clarify that in circumstances in which a
quoted price in an active market for the identical liability is not available,
we are required to use the quoted price of the identical liability when traded
as an asset, quoted prices for similar liabilities, or quoted prices for similar
liabilities when traded as assets. If these quoted prices are not available, we
are required to use another valuation technique, such as an income approach or a
market approach. These amended standards are effective for us beginning in the
fourth quarter of fiscal year 2009 and are not expected to have a significant
impact on our consolidated financial statements.

F-12



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u. Reclassifications

Certain prior year amounts have been reclassified to conform
with the current year's presentation, none of which had an impact on total
assets, stockholders' equity (deficit), net loss, or net loss per share.

3. PROPERTY AND EQUIPMENT, NET

Property and equipment consist of the following as of December
31, 2009 and December 31, 2008:

|                               |   | 2009     |   |   | 2008     |  
|------------------------------ | - | -------- | - | - | -------- | -
|Manufacturing machinery        | $ | 403,822  |   | $ | 411,299  |  
|Office equipment               |   | 40,591   |   |   | 38,037   |  
|Motor vehicle                  |   | 24,143   |   |   | 17,589   |  
|Leasehold Improvement          |   | 484,848  |   |   | -        |  
|                               |   |          |   |   |          |  
|Less: Accumulated Depreciation |   | (405,677 | ) |   | (327,160 | )
|Property & Equipment, net      | $ | 547,727  |   | $ | 139,765  |  

Depreciation expenses for the years ended December 31, 2009 and
2008 were 79,178 and $83,694 respectively.

4. DUE FROM/(TO) RELATED PARTIES

Amounts due from related parties amounted to $1,006 and
$352,799 as of December 31, 2009 and 2008, respectively. The Company has a
balance due from one shareholder and director amounting to $1,006 as of December
31, 2009. The amount due is interest free, unsecured and due on demand. The
Company had a balance due from one company which is under common control with
the Company amounting to $352,799 as of December 31 2008 and $0 as of December
31, 2009. The amount due is interest free, unsecured and due on demand.

Due to related parties amounted to $3,364 and $129,444 as of
December 31, 2009 and 2008, respectively. The Company has a balance due to one
shareholder and director of the Company amounting to $3,364 as of December 31,
2009. The amount due is interest free, unsecured and due on demand. The Company
has a balance due to related parties amounting to $129,444 as of December 31,
2008 and $0 as of December 31, 2009. It was due to the companies which are under
common control with the Company. The amounts due were interest free, unsecured
and due on demand and were paid in 2009.

On January 15, 2009, in connection with the reverse acquisition
described in Note 1, the Company entered into a redemption agreement with
Michael Friess and Sanford Schwartz, who were the Companys majority
stockholders, whereby these stockholders surrendered an aggregate of 1,666,298
shares of common stock for redemption in exchange for the issuance of
non-interest bearing convertible promissory notes in the aggregate principal
amount of $500,000. The principal and accrued interest of the Notes were payable
on March 31, 2009. On March 31, 2009, the Company entered into an oral agreement
with these stockholders, pursuant to which the Company paid them $250,000 and
agreed to pay them the remaining $250,000 on or before April 30, 2009, without
penalty. The Company paid the remaining $250,000 on April 27, 2009.

5. LONG-TERM PREPAYMENTS

There is no private ownership of land in the PRC. All land is
owned by the government, which grants land use rights for a specified period of
time. Guangzhou Greenland has entered into fourteen land lease and developing
agreements with a number of farming cooperatives since 2005. The farming
cooperatives are authorized to manage and plant the lands by Guangzhou Greenland
who, during the term of the lease, has the priority right to purchase the
agricultural products at fair market price. The agreements have terms of 25
years with various due dates. The payments for the entire 25-year term are
payable, and were paid, in full at the inception of the agreements.

The Company acquired two land leases during the year ended
December 31, 2009 by paying approximately $3.4 million.

F-13

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Guangzhou Greenland uses the straight-line method to amortize
the long-term prepayments over the life of the contracts. As of December 31,
2009 and 2008, the Company has long-term prepayments (net) in the amount of
$18,961,869 and $16,258,707, respectively.

The details of long-term prepayments are listed below as of
December 31, 2009 and 2008:

|                           |   | 2009       |   |   | 2008       |  
|-------------------------- | - | ---------- | - | - | ---------- | -
|Long-term prepayment cost | $ | 20,996,380 |   | $ | 17,450,561 |  
|Accumulated amortization   |   | (2,034,511 | ) |   | (1,191,854 | )
|Net                        | $ | 18,961,869 |   | $ | 16,258,707 |  

Amortization expenses for the years ended December 31, 2009 and
2008 were $627,304 and $508,713, respectively, and are included in cost of goods
sold.

Amortization expenses for the next five years after December
31, 2009 are approximately as follows:

|2010  | $ | 886,181    | 
|----- | - | ---------- | 
|2011  |   | 886,181    | 
|2012  |   | 886,181    | 
|2013  |   | 886,181    | 
|2014  |   | 886,181    | 
|After |   | 14,530,964 | 
|Total | $ | 18,961,869 | 

6. ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses comprised the following
as of December 31, 2009 and 2008:

|                     |   | 2009       |  |   | 2008      | 
|-------------------- | - | ---------- |  | - | --------- | 
|Accounts payable     | $ | 385,726    |  | $ | 804,438   | 
|Accrued payroll      |   | 130,542    |  |   | 90,916    | 
|Accrued expenses     |   | 465,895    |  |   | 557,692   | 
|Advance subscription |   | 180,526    |  |   | -         | 
|Other payable        |   | 24,234     |  |   | 76,741    | 
|                     | $ | 1,186, 923 |  | $ | 1,529,787 | 

The Company had advance fund which against issuance of shares
subsequent to the year end.

7. SHORT TERM CONVERTIBLE NOTES

On April 23, 2008, Organic Region, which was then a
privately-owned company, issued four 18% convertible notes to various investors
in the total amount of $500,000. The notes were due on April 23, 2009. As part
of the transaction in which the notes were issued, Organic Region also issued to
the investors warrants that were to be assumed by the Company upon the
completion of the reverse acquisition. The warrants were assumed by the Company
in connection with the reverse acquisition. The warrant holder are entitled to
purchase up to $500,000 of securities at a per share price equal to 115% of the
lowest cash price paid in a financing, which is defined as the consummation of
one or more equity financings by the Company with aggregate proceeds of at least
$3,000,000. The contingency regarding the warrants exercise was resolved and the
warrants became exercisable on the completion of the financing. The Company
recorded an expense of $290,091 for the fair market value of the warrants. See
Note 8 for information with respect to financing which were completed in August
2009.

Pursuant to ASC 815 (Originally issued as EITF 00-19, paragraph
4), these convertible notes do not meet the definition of a conventional
convertible debt instrument since the outstanding principal plus all interest
accrued, at the holders option, may be converted on the maturity date, into
shares of the issuers equity securities if going public transaction does not
consummate on or before the maturity date. Therefore, the convertible debenture
is considered non-conventional, which means that the conversion feature must be
bifurcated from the debt and shown as a separate derivative liability. The fair
value of the beneficial conversion feature is adjusted to fair value each
balance sheet date with the change being shown as a component of net income.

F-14



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The fair value of the beneficial conversion feature at the
inception of these convertible notes was $363,308. Thus, at issuance, the notes
were reflected with a discount of $363,308, which is amortized over the term of
the notes. The notes were paid and the related debt discounts were written off.

As of December 31, 2008, $313,627 net of debt discount of
$153,425 and debt issuance cost of $32,948 was booked as convertible debt. The
Company accrued $62,384 interest expenses for the convertible notes as of
December 31, 2008.

As of December 31, 2009, $0 was booked as convertible debt.

8. EQUITY TRANSACTIONS

On January 15, 2009, the Company completed the reverse
acquisition as described in Note 1. Pursuant to the share exchange agreement,
the Company issued 81,648,554 shares of common stock in exchange for all of the
outstanding common stock of Organic Region.

Pursuant to an agreement with an independent director, the
Company agreed to pay the director 12,500 shares of common stock every fiscal
quarter. As of December 31, 2009, the Company accrued the value of 45,833
shares, reflecting the shares that were due through December 31, 2009 pursuant
to his agreement. The shares have not been issued through December 31, 2009.

In April, 2009, the Company issued an aggregate of 4,165,742
shares in connection with the termination of two agreements which Organic Region
had entered into on January 28, 2008. Following the issuance of the shares, the
Company had no further obligations under either of these agreements.

See Note 7 with respect to the issuance, in April 2008, of
Organic Regions 18% convertible notes in the total amount of $500,000 and
warrants, which were assumed by the Company.

Sales of Securities

During August 2009, the Company issued securities in the
following transactions:

a. Effective August 3, 2009, the Company entered into a common
stock and warrant purchase agreements with non-affiliated investors. Pursuant to
these agreements, for an aggregate consideration of $1,636,000, the Company
issued (i) an aggregate of 13,129,410 shares at a stated purchase $0.085 per
share and 4,333,334 shares at $0.12 per share; (ii) two-year warrants to
purchase 10,145,454 shares of common stock at $0.11 per share and 3,466,666
shares of common stock at $0.15 per share; and (iii) granted the investors an
option to purchase up to 6,500,000 shares of common stock at a purchase price of
$0.12 per share. The warrants may be exercised through
August 3, 2011. The warrant holders have cashless exercise rights. Under the
Black Scholes model, the fair market value of the warrant detached was $523,586
at the grant date. Of the $1,636,000 purchase price for these securities,
$1,436,000 had been advanced as short-term loans in June and July 2009 and
$200,000 was paid in August 2009.

b. Pursuant to a Series A Convertible Preferred Stock and
Warrant Purchase Agreement dated August 7, 2009, for a total consideration of
$1,000,000, the Company (i) issued of an aggregate of 1,000,000 shares of series
A convertible preferred stock (ii) five-year warrants to purchase 10,000,000
shares of common stock at an exercise price of $0.14 per share and 10,000,000
shares of common stock at an exercise price of $0.25 per share, for which the
Company received a total of $1,000,000, and (iii) granted the investors an
option to purchase up to 1,000,000 additional shares of series A preferred stock
at a purchase price of $1.00 per share of series A preferred stock. This option
expires on February 10, 2010. As of December 31, 2009, the Company has issued
650,000 shares of series A preferred stock upon exercise of this option fpr
$650,000. The remaining 350,000 shares were issued upon exercise of this option
for $350,000 prior to the expiration of the option. Using Black-Scholes pricing
model, at the grant date, (i) the fair value of the option to purchase preferred
stock was $21,689, (ii) the fair value of the warrants was $109,952, and (iii)
the balance of $868,359 was allocated to the series A preferred stock. The
issuance of the 1,000,000 shares of series A preferred stock upon exercise of
the option is subject to an amendment to the certificate of designation which
increases the authorized series A preferred stock from 1,000,000 shares to
2,000,000 shares.

F-15

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Each share of Series A Preferred Stock is convertible into
11.36 shares of common stock. The conversion price is subject to certain
adjustments.

The holders of the Series A Preferred Stock have no voting
rights, with certain exceptions. As long as any shares of Series A Preferred
Stock are outstanding, the Company shall not, without the affirmative approval
of a majority of the holders of the Series A Preferred Stock then outstanding,
(a) alter or change adversely the powers, preferences or rights given to the
Series A Preferred Stock or alter or amend the certificate of designation
relating to the Series A Preferred Stock, (b) authorize or create any class of
stock ranking as to dividends or distribution of assets upon a liquidation
senior to or otherwise pari passu with the Series A Preferred Stock, or any of
preferred stock possessing greater voting rights or the right to convert at a
more favorable price than the Series A Preferred Stock, (c) amend the Companys
articles of incorporation or other charter documents in breach of any of the
provisions hereof, (d) increase the authorized number of shares of Series A
Preferred Stock, or (e) enter into any agreement with respect to the foregoing;
provided, however, that any creation or authorization of another series of
junior securities shall not be deemed to adversely affect such rights,
preferences, privileges of voting powers.

The certificate of designation for the Series A Preferred Stock
prohibits the Company from paying dividends on its common stock or redeeming
common stock while any shares of Series A Preferred Stock are outstanding.

In the event of liquidation, dissolution or winding up, the
holders of the Series A Preferred Stock are to receive a payment of $1.00 per
share of Series A Preferred Stock before any distribution is made to the common
stock or any securities junior to the Series A Preferred Stock upon liquidation,
dissolution or winding up.

The certificate of designation for the Series A Preferred Stock
and the warrants provide that those securities may not be converted or exercised
or converted if such conversion or exercise would result in the holder and its
affiliates having beneficial ownership of more than 9.99% of the Companys
outstanding common stock. Beneficial ownership is determined in accordance with
Section 13(d) of the Securities Exchange Act of 1934, as amended, and Rule 13d-3
thereunder.

Bifurcation of the conversion right from the Series A Preferred
Stock is not required under ACS 815-15-25-1. For an embedded derivative to be
separated, it must meet all of specified criteria. One required criteria for
treatment as a derivative instrument is that economic characteristics and risks
of the embedded derivative are not clearly and closely related to the economic
characteristics and risks of the host contract. The embedded derivative
(conversion option) is clearly and closely related to the host contract
(preferred stock) because both the preferred stock and the common equity into
which it is convertible are residual interests in the entity. In other words,
the preferred stock does not have characteristics of debt in terms of interest
or principal payments. Certain disclosed provisions of the preferred shares are
protective in nature to their residual interest in the Company and not akin to a
debt instrument. Because of these clearly and closely related characteristics,
this condition is not met and bifurcation is not required.

Pursuant to the Series A Preferred Stock and warrant purchase
agreement, in addition to the foregoing and other conditions, we agreed that:

- The Company would maintain its listing on the OTC Bulletin Board or a
  national stock exchange; provided that if the Company is are not so listed, as
  long as the investors owned Series A Preferred Stock, the Company would pay
  the investors, as liquidated damages, an amount equal to 1% of the purchase
  price per month, which is $10,000 per month if all of the shares of Series A
  Preferred Stock are then outstanding, until the stock is again listed on the
  OTC Bulletin Board or a national stock exchange.
- The Company would cancel any outstanding preferred stock and, prior to
  August 7, 2012, not issue additional shares of preferred stock, other than
  pursuant to the purchase agreement or sales at a price of $0.135 per share on
  an as-converted basis.
- The Company would have outstanding convertible debt converted into either
  a straight loan with a reasonable payment schedule or converted into common
  stock at a price of not less than $0.085 per share.
- With certain exceptions, if, prior to August 7, 2011, the Company issues
  stock at a price less than the conversion price of the Series A Preferred
  Stock, which is presently $0.088 per share, then the conversion price of the
  Series A Preferred Stock would be reduced to the lower price at which such
  shares were sold.

F-16

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- If the Companys net income, as defined, is less than $0.045 per share on
  a fully-diluted basis, then the conversion price will be reduced by the
  percentage shortfall, subject to a maximum reduction of 40%.The Companys net
  income for 2009, as defined, exceeded the target amount, and no adjustment was
  made in the conversion rate of the Series A Preferred Stock or in the exercise
  price of the warrants pursuant to similar provisions in the warrants.

The warrants may be exercised at any time prior to August 7,
2014. In the event that, prior to August 7, 2011, the Company issues common
stock at a price less than the exercise price, the exercise price of the $0.14
warrants is reduced to the consideration received by us for the issuance of the
shares. The holders of the warrants waived the provision relating to an
adjustment for sales at a lower price in connection with a February 2010 private
placement. In the event that, during the period from August 7, 2010 until August
7, 2011, we issue common stock at a price which is less than the exercise price,
the exercise price of the $0.25 warrants is reduced to a fraction of the then
current exercise price, the numerator of which is the sum of (i) the number of
outstanding shares, assuming the exercise or conversion of all options, warrants
and other convertible securities, plus (ii) the number of shares which the
consideration for the new shares would have purchased at the exercise price then
in effect, and the denominator of which is the number of outstanding shares,
assuming the exercise or conversion of all options, warrants and other
convertible securities, immediately after the issuance of the new securities.

In connection with Organic Regions 18% notes in the principal
amount of $500,000 as described in Note 7, the Company, in connection with the
reverse acquisition, assumed the obligation of Organic Region with respect to
the warrants. Pursuant to the warrant agreement, the Company assumed the
warrants to purchase such number of shares of common stock to be determined by a
formula based on a future financing after the reverse acquisition. The warrants
provide that the exercise price is equal to 115% of the lowest cash price paid
in a financing, which is defined as the consummation of one or more equity
financings by the Company with aggregate proceeds of at least $3,000,000. As of
December 31, 2009, the Company had raised $3,000,000 in financings. The lowest
price paid in these financings was $0.085 per share. As a result, these warrants
entitled the holders to purchase 5,115,090 shares of common stock at an exercise
price of $0.9775 per share. The warrants have a term of five years, expiring on
the fifth anniversary of the date of which the Company had raised $3,000,000 in
financings, which was on August 7, 2009, when the holders of options to purchase
shares of series A preferred stock exercised options to purchase 650,000 shares
of series A preferred stock.

These warrants also provide that if the Company grants holders
of convertible securities issued in the $3,000,000 financing anti-dilution
rights that are superior to the rights granted in the warrant instrument, the
holder shall receive, without additional consideration, the more favorable
anti-dilution rights. The series A preferred stock and the $0.14 warrants that
were issued in the August 2009 financing provide that if, prior to August 7,
2011, the Company issues issue common stock at a price less than the conversion
or exercise price, the conversion or exercise price is reduced to the
consideration received by us for the issuance of the shares. Based on the
provision in the warrants, the holders of the warrants relating to the April
2008 note issuance would have the same anti-dilution rights.

These warrants also provide that they may not be exercised if
such exercise would result in the holder and its affiliates having beneficial
ownership of more than 9.99% of the Companys outstanding common stock.

- Because the warrants holders were entitled to purchase up to $500,000 of
  the Companys equity securities for 115% of the lowest cash purchase price
  paid for the securities by the investors in the financing. The Company
  recorded a $290,091 charge to interest expense due to the warrants
  association with the convertible debt, since the warrant was more closely
  aligned to additional interest on the convertible note

Warrants

All outstanding warrants meet the conditions for equity
classification pursuant to ASC 815 (Originally issued as SFAS No. 133
Accounting for Derivatives) and ASC 815 (Originally issued as EITF 00-19),
Accounting for Derivative Financial Instruments Indexed to, and Potentially
Settled in, a Company's Own Stock. At December 31, 2009, the Company concluded
that the preferred stock and warrants associated with the April 2008 Organic
Region financing and the August 2009 financings did not meet the definition of a
derivative financial instrument. Derivative financial instruments, as defined in
the Account Standards Codification, consist of financial instruments or other
contracts that contain all three of the following characteristics: i) the
financial instrument has a notional amount and one or more underlying, e.g.
interest rate, security price or other variable, ii) require no initial net
investment and iii) permits net settlement. Derivative financial instruments may
be free-standing or embedded in other financial instruments. The accounting standards define net settlement. In order for the
net settlement requirement to be met, the contract must meet one of the three
tests listed in the accounting standards.

F-17

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Since there is no net settlement provision in the contract and
no market mechanism that facilitates net settlement that would cause the
contract to meet the certain criteria in the accounting standards, the Company
analyzed the accounting standard which provides that a contract that requires
delivery of the assets associated with the underlying has the characteristic of
net settlement if those assets are readily convertible to cash.

An asset (whether financial or nonfinancial) can be considered
to be readily convertible to cash only if the net amount of cash that would be
received from a sale of the asset in an active market is either equal to or not
significantly less than the amount an entity would typically have received under
a net settlement provision.

At the time of the Organic Region financing, Organic Region was
a privately owned company, and there was no market for the underlying common
stock, so the warrants were not readily convertible into cash. These warrants,
when assumed by the Company following the reverse acquisition, and the warrants
issued in the August 2009 financings were also not readily convertible into
cash. There was not, either at the time of issuance or at any time during 2009,
any active market for the Companys common stock. Trading was very sporadic and
there were many periods of several weeks and months when there was no trading in
the common stock. Further, the Company has a very small public float, and the
number of shares of common stock which are issuable upon exercise of the
warrants is a significant multiple of the public float and it would be
impossible to sell the underlying shares without a material effect on the price
of the common stock. Accordingly, the warrants cannot be treated as
derivatives

Therefore, these warrants were classified as equity and
accounted for as common stock issuance cost. Under the Black Scholes pricing
model to calculate the fair value of the warrants as of the issuance date and
charge it as warrants expense for $290,091, preferred stock dividend $109,952 in
year December 31, 2009 and $0 in year December 31, 2008.

|                                     |  |             |  |  |             |  |   | Weighted |  |  | Average     | 
|------------------------------------ |  | ----------- |  |  | ----------- |  | - | -------- |  |  | ----------- | 
|                                     |  |             |  |  |             |  |   | Average  |  |  | Remaining   | 
|                                     |  | Warrants    |  |  | Warrants    |  |   | Exercise |  |  | Contractual | 
|                                     |  | Outstanding |  |  | Exercisable |  |   | Price    |  |  | Life        | 
|Outstanding, December
      31, 2007 |  | -           |  |  | -           |  | $ | -        |  |  | -           | 
|Granted                              |  | 5,115,090   |  |  | 5,115,090   |  |   | 0.098    |  |  | 4           | 
|Forfeited                            |  | -           |  |  | -           |  |   | -        |  |  | -           | 
|Exercised                            |  | -           |  |  | -           |  |   | -        |  |  | -           | 
|Outstanding, December
      31, 2008 |  | 5,115,090   |  |  | 5,115,090   |  |   | 0.098    |  |  | 4           | 
|Granted                              |  | 33,612,120  |  |  | 33,612,120  |  |   | 0.16     |  |  | 3.79        | 
|Forfeited                            |  | -           |  |  | -           |  |   | -        |  |  | -           | 
|Exercised                            |  | -           |  |  | -           |  |   | -        |  |  | -           | 
|Outstanding, December
      31, 2009 |  | 38,727,210  |  |  | 38,727,210  |  | $ | 0.15     |  |  | 2.94        | 

Stock options

The preferred stock option activity was as follows:

|                                     |  |             |  |   | Weighted |  |   |           | 
|------------------------------------ |  | ----------- |  | - | -------- |  | - | --------- | 
|                                     |  |             |  |   | Average  |  |   | Aggregate | 
|                                     |  | Options     |  |   | Exercise |  |   | Intrinsic | 
|                                     |  | outstanding |  |   | Price    |  |   | Value     | 
|Outstanding, December
      31, 2008 |  | -           |  |   | -        |  |   | -         | 
|Granted                              |  | 1,000,000   |  | $ | 1.00     |  | $ | 909,091   | 
|Forfeited                            |  | -           |  |   | -        |  |   | -         | 
|Exercised                            |  | 650,000     |  |   | 1.00     |  |   | 590,909   | 
|Outstanding, December
      31, 2009 |  | 350,000     |  | $ | 1.00     |  | $ | 318,182   | 

F-18

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Following is a summary of the status of preferred stock options
outstanding at December 31, 2009:

|Outstanding Options |  |             | Exercisable Options | 
|------------------- |  | ----------- | ------------------- | 
|Average             |  | Outstanding |                     | 
|Exercise Price      |  | Options     |                     | 
|$
      1.00        |  | 350,000     |                     | 

9. INCOME TAXES

The Companys operations are conducted solely in the PRC. It
does not conduct any operations in the United States or The British Virgin
Islands and is not subject to income tax in either jurisdiction. For certain
entities in PRC, the Company has incurred net accumulated operating losses. The
Company has net operating losses amounted of $22,443 and $53,522, respectively,
as of December 31, 2009 and 2008 for these entities. The Company believes that
it is more likely than not that these net accumulated operating losses generated
in these entities will not be utilized in the future. Therefore, the Company has
provided full valuation allowance for the deferred tax assets arising from the
losses at these locations as of December 31, 2009 and 2008. Accordingly, the
Company has no net deferred tax assets.

Under the current PRC enterprise income tax law, which became
effective January 1, 2008, there is a standard enterprise income tax rate of
25%. The tax holidays that were granted under the former tax law, will continue
in effect until they expire. Guangzhou Greenland has a two year income tax
exemption in 2008 and 2009 and will have a 50% tax reduction from 2010 to 2012.
Therefore, the Company does not have a provision for income tax. The following is
a reconciliation of the provision for income taxes at the tax rates of BVI and
PRC to the income taxes reflected in the Statement of Operations for the years
ended December 31, 2009 and 2008.

|                                      |  | 2009 |    |  | 2008 |   
|------------------------------------- |  | ---- | -- |  | ---- | --
|U.S. statutory rate                   |  | 34   | %  |  | 34   | % 
|Foreign income not recognized in U.S. |  | (34  | )% |  | (34  | )%
|PRC income tax                        |  | 25   | %  |  | 25   | % 
|Exempt from income tax                |  | (25  | )% |  | (25  | )%
|Tax expense at actual
      rate      |  | 0    | %  |  | 0    | % 

Sino Green Land, Inc. was incorporated in the United States and
has incurred estimated accumulated net operating losses of $15,164 and $
$350,670 as of December 31, 2009 and 2008 for the tax purposes, respectively.
The estimated net operating loss carry forwards for United States income taxes
amounted to $15,164 which may be available to reduce future years taxable
income. These carry forwards will expire, if not utilized, from 2027. Management
believes that the realization of the benefits from these losses appears
uncertain due to the Companys limited operating history and continuing losses
for United States income tax purposes. Accordingly, the Company has provided a
100% valuation allowance on the deferred tax benefit to reduce the asset to
zero. The net change in the valuation allowance for the period ended December
31, 2009 was $15,164 and the valuation allowance as of December 31, 2009
amounted to $15,164.

The Company has cumulative undistributed earnings of foreign
subsidiaries of approximately $15,933,013 as of December 31, 2009, is included
in consolidated retained earnings and will continue to be indefinitely
reinvested in international operations. Accordingly, no provision has been made
for U.S. deferred taxes related to future repatriation of these earnings, nor is
it practicable to estimate the amount of income taxes that would have to be
provided if the Company concluded that such earnings will be remitted in the
future.

10. CURRENT VULNERABILITY DUE TO CERTAIN
CONCENTRATIONS

The Companys operations are conducted exclusively in the PRC.
Accordingly, the Companys business, financial condition and results of
operations may be influenced by the political, economic and legal environments
in the PRC, and by the general state of the PRCs economy.

Operations of the Company in the PRC are subject to specific
considerations and significant risks. These include risks associated with, among
others, the political, economic and legal environments and foreign currency
exchange. Results of operations of the company may be adversely affected by
changes in governmental policies with respect to laws and regulations,
anti-inflationary measures, currency conversion and remittance abroad, and rates
and methods of taxation, among other things.

F-19

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Since a significant amount of the company future revenues will
be denominated in Renminbi, the existing and any future restrictions on currency
exchange may limit the companys ability to utilize revenues generated in
Renminbi to fund any business activities outside China or fund expenditures
denominated in foreign currencies.

Almost all of the Companys products are sold at the Guangdong
Yun Cheng Wholesale Market and the Beijing Xin Fadi Agricultural Products
Wholesale Market, two major markets for the sale of agricultural products in
their respective areas where the Company leases space to sell its produce.

No customers who accounted for more than 10% of the total net
revenue for the years ended December 31, 2009 and 2008.

The Company has long-term arrangements to purchase its produce
from a limited number of farming cooperatives. If the Company is not able to
purchase the produce from these farmers, in the event of a product shortage, and
it is necessary for the Company to purchase from other suppliers, the costs may
be greater due to this kind of short-term nature of arrangements.

Two vendors provided 52% and 27% of the goods to the Company
during the year ended December 31, 2009. Three vendors provided 91%, 3% and 6%
of the goods to the Company during the year ended December 31, 2008. Accounts
payable to these vendors amounted $0 and $804,438 on December 31, 2009 and 2008.

The Company extends credit to its customers based upon its
assessment of their credit worthiness and generally does not require collateral.
Credit losses have not been significant.

11. COMMITMENT

Operating Leases

The Company leases various office facilities under operating
leases that terminate on various dates.

The Company incurred rent expenses of $114,040 and $107,531 for
the years ended December 31, 2009 and 2008.

The rent expenses for the five years after December 31, 2009
are as follows:

|2010  | $ | 113,829 | 
|----- | - | ------- | 
|2011  |   | 111,687 | 
|2012  |   | 96,475  | 
|2013  |   | 89,758  | 
|2014  |   | 89,758  | 
|After |   | 47,419  | 
|      | $ | 435,097 | 

12. SUBSEQUENT EVENTS

On January 5, 2010, the outstanding options to purchase 350,000
shares of Series A Preferred Stock at an exercise price of $1.00 per share of
Series A Preferred Stock were exercised. The Company received net proceeds,
after deducting brokerage commissions, of $350,000.

On January 15, 2010, an option to acquire 2,333,333 of Common
Stock was exercised at a price per share of $0.12, which was granted on August
7, 2009 to acquire up to total 6,500,000 shares of Common Stock (See Note 8). In
connection with such exercise, the Company issued to such investor warrants to
purchase up to 1,866,667 shares of Common Stock at a price per share of $0.15 at
any time for two years from the date of issuance

On February 8, 2010, the Company sold to two of the investors
in the August 7, 2009 financing (see Note 8) and their affiliates a total of
4,167,000 shares of common stock for a purchase price of $0.12 per share, for a
total of $500,000 after brokerage commission.Inconnection with
this financing, the holders of the $0.14 warrants issued in the August 7, 2009
financing waived any anti-dilution adjustment resulting for this issuance.

On February 24, 2010, one investor in the Aug 7, 2009
financing (see Note 8) converted 44,000 shares of convertible preferred stock
into 500,000 shares of Common Stock at a conversion price per share of $ 0.088.

F-20

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