UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
  FORM 10–Q/A
 (Amendment No. 2)
  (Mark One)
  x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  For the quarterly period ended September 30, 2009
  o 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

54-0484915(State or other jurisdiction of incorporation

(I.R.S. Employer Identification No.)or organization)
  Suite 2711A, 27/F, Exchange Tower,
 33 Wang Chiu Road, Kowloon Bay,
 Kowloon, Hong Kong
 People's Republic of China
 (Address of principal executive offices, Zip Code)
  +852-3104-0598
 (Registrant's telephone number, including area code)
  _____________________________________________________
 (Former name, former address and former fiscal year, if changed since last report)
   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 o
  
  Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
  Yes o         No o
  Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
  Large accelerated filer o
Accelerated filer oNon-accelerated filer o
Smaller reporting company x(Do not check if a smaller reporting company)
  Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
  Yes o        No x
  The number of shares outstanding of each of the issuer's classes of common stock, as of  September 30, 2010  is as follows:
  Class of Securities
Shares OutstandingCommon Stock, $0.001 par value
147,759,340
  
 
   TABLE OF CONTENTS
  PART IFINANCIAL INFORMATIONITEM 1.
FINANCIAL STATEMENTS
1Consolidated Balance Sheets as of September 30, 2009 (Unaudited and Restated) and December 31, 2008 (Restated)
2Consolidated Statements of Income and Other Comprehensive Income for the Three Months and Nine Months Ended September 30, 2009 (Unaudited and Restated) and 2008 (Unaudited and Restated)
3Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2009 (Unaudited and Restated) and 2008 (Unaudited and Restated)
4Notes to Consolidated Financial Statements (Unaudited)
5ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
20ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
28ITEM 4.
CONTROLS AND PROCEDURES
28PART IIOTHER INFORMATIONITEM 6.
EXHIBITS.
30
   EXPLANATORY NOTE
 
 This quarterly report on Form 10-Q/A is being filed as Amendment to our quarterly report on Form 10-Q. We are amending this quarterly report to reflect restated financial statements following our determination that the financial statements previously filed with our annual report should not be relied upon for the reasons set forth in our report on Form 8-K, which was filed with the SEC on August 27, 2010.  As a result, we are also including a revised Item 4 “Controls and Procedures” to reflect the ineffectiveness of our internal controls, and a revised “Management’s Discussion and Analysis of Financial Condition and Results of Operations” to reflect the restated financial information.   Currently dated Exhibits 31.1, 31.2 and 32.1 are included in this filing.
   -1-
  
 SINO GREEN LAND CORPORATION AND SUBSIDIARIESCONSOLIDATED BALANCE SHEETSAS OF SEPTEMBER 30, 2009 AND DECEMBER 31, 2008  September 30,

2009


December 31,

2008(Unaudited and Restated)


(Restated)ASSETSCurrent AssetsCash and cash equivalents

$
1,289,297


$
544,860Accounts receivable, net


184,582



200,731Due from related parties


242,042



352,799Inventories


13,587



16,931Other current assets


380,010



58,045Total Current Assets


2,109,518



1,173,366Property and Equipment, net


79,195



139,765Advances


2,433,990



497,568Long-term Prepayments


19,013,617



16,258,707Total Assets

$
23,636,320


$
18,069,406LIABILITIES AND SHAREHOLDERS' EQUITYCurrent LiabilitiesAccounts payable and accrued expenses

$
920,082


$
1,529,786Advances from customers


48,833



56,443Due to related parties


397,418



129,444Due to shareholders


101,876



-Convertible debenture


-



360,710Derivative liability


1,592,415



340,266Total Current Liabilities


3,060,624



2,416,650Shareholders' EquityPreferred stock, par value $.001 per share,

20,000,000 shares authorized, of which 2,000,000 and 0

shares are designated as series A convertible

preferred stock, with 1,000,000 and 0 share issued and outstanding as of September 30, 2009 and December 31, 2008, respectively


-



-Common stock, $0.001 par value, 780,000,000

shares authorized, 104,943,337 and 81,648,554

issued and outstanding as of September 30, 2009 and

December 31, 2008, respectively


104,943



81,649Common stock to be issued, 33,333.33 shares to be issued, par value $0.001 per share as of September 30, 2009


33Additional paid in capital


6,535,690



4,919,351Other comprehensive income


915,988



1,075,973
 
 Retained earnings


13,019,042



9,575,783Total shareholders' equity


20,575,696



15,652,756Total Liabilities and Stockholders' Equity

$
23,636,320


$
18,069,406
  The accompanying notes are integral part of these unaudited consolidated financial statements.
  -2-
 
 SINO GREEN LAND CORPORATION AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF INCOMEFOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008(UNAUDITED)
  THREE MONTHS ENDED


NINE MONTHS ENDEDSEPTEMBER 30,


SEPTEMBER 30,2009


2008


2009


2008(Restated)


(Restated)


(Restated)


(Restated)Sales

$
31,153,814


$
27,656,309


$
71,460,013


$
57,667,879Cost of goods sold


27,327,948



24,903,236



63,474,265



51,344,940Gross profit


3,825,866



2,753,073



7,985,748



6,322,939Operating expensesSelling expenses


1,235,793



501,805



2,123,930



1,028,279General and administrative expenses


529,818



144,077



1,839,298



879,194Total operating expenses


1,765,611



645,882



3,963,228



1,907,473Operating income


2,060,255



2,107,191



4,022,520



4,415,466Other income(expense)Interest expenses (income)


(163,202
)


(7,909
)


(185,702
)


(24,559
)Change in derivative liability


(277,620
)


172,305



(252,149
)


(91,015
)Loss on debt extinguishment


(139,289
)






(139,289
)Others, net


(2,194
)


19,541



(2,122
)


19,088Total other income (expense)


(582,305
)


183,937



(579,262
)


(96,486
)Net income


1,477,949



2,291,128



3,443,257



4,318,980Other comprehensive income (loss)Foreign currency translation gain (loss)


7,243



710,922



(159,985
)


833,427Comprehensive income

$
1,485,192


$
3,002,050


$
3,283,272


$
5,152,407Net income per shareBasic

$
0.01


$
0.03


$
0.04


$
0.05Diluted

$
0.01


$
0.03


$
0.03


$
0.05Weighted average number of shares outstandingBasic


98,610,694



81,648,554



84,644,460



81,648,554Diluted


125,388,131



81,648,554



111,515,489



81,648,554
  The accompanying notes are integral part of these unaudited consolidated financial statements.
  -3-
 
 SINO GREEN LAND CORPORATION AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWSFOR THE NINE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008(UNAUDITED)
 
 SEPTEMBER 30,2009


2008Cash flows from operating activities

(Restated)


(Restated)Net income

$
3,443,257


$
4,318,980Adjustments to reconcile net income to net cashprovided by operating activitiesBad debt recovery


-



(47,586
)Depreciation


60,647



58,625Amortization


633,734



389,111Change in derivative liability


252,149



91,015Debt discount (part of interest expense)


(32,948
)


-Amortization of the stock award for director


9,633



-Stock award to be issued to director


33



-Loss on debt extinguishment


139,289



-Decrease / (Increase) in current assetsAccounts receivable


16,301



38,690Other receivable


(322,291
)


-Inventories


3,355



28,733Other current assets


544



11,979Advances


(1,935,079
)


(20,553
)Long-term prepaid expense


(3,373,918
)


(5,413,252
)Increase (decrease) in current liabilitiesAccounts payable & accrued expense


(463,324
)


101,259Advances from customer


(7,651
)


(14,780
)Tax payables


318



-Other payables


(52,466
)


-Net cash (used in) operating activities


(1,628,417
)


(457,779
)Cash flows from investing activitiesAcquisition of plant, property, and equipment


-



(4,207
)Net cash used in investing activities


-



(4,207
)Cash flows from financing activitiesProceeds from (payment to) issuance of convertible note


(502,684
)


393,101
 Proceeds from sale of preferred stock, warrants and options,  net of offering costs


994,000Proceeds from sale of common stock and warrants, net of offering cost


1,636,000



-Proceeds from loan from related parties


480,484



(51,661
)Net cash provided by financing activities


2,607,800



341,440Effect of exchange rate change on cash and cash equivalents


(234,945
)


(24,088
)Net increase in cash and cash equivalents


744,438



(144,634
)Cash and cash equivalents, beginning balance


544,860



443,046Cash and cash equivalents, ending balance

$
1,289,297


$
298,412Supplement disclosure of cash flow informationInterest expense paid

$
105,069


$
-Income taxes paid

$
3,619


$
-
  The accompanying notes are integral part of these unaudited consolidated financial statements
 
 -4-
  
 SINO GREEN LAND CORPORATION AND SUBSIDIARIESNOTES TO UNAUDITED 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 and a variable interest entity, 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 Region Modern Agriculture Ltd. (“Zhuhai Organic”), and Guangzhou Organic Region Agriculture Ltd. (“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 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.
  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.
   -5-
  The Company has an exclusive agreement with Xiong Luo, who is one of the Company’s senior executive officers and 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
  Unaudited Interim Financial Information
 
 The accompanying unaudited financial statements (see note 12 for a description of the restatement) of the Company have been prepared in accordance with generally accepted accounting principles for interim financial information. Accordingly, they do not include all of the information required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. These statements should be read in conjunction with the Company's audited financial statements and notes thereto for the fiscal year ended December 31, 2008, as restated. See Note 12. The results of the nine months period ended September 30, 2009 are not necessarily indicative of the results to be expected for the full year ending December 31, 2009.
  Principles 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, Southern International, and Guangzhou Metro Green Trading Ltd, 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, 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.
  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.
  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.
  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 September 30, 2009 and December 31, 2008, the Company had accounts receivable, of $184,582 and $200,731, net of allowance for bad debts in the amount of $63,202 and $9,264, respectively.
   -6-
  Other current assets
  Other current assets, valued at $380,010 as of September 30, 2009, mainly included an unsecured loan receivable in the amount of $293,384, at an interest rate of 5.53%, from an unrelated party. This loan is 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 interest expenses for the three and nine months ended September 30, 2009 for this receivable are immaterial.
  Advances
  As of September 30, 2009 and December 31, 2008, the advances amounted to $2,433,990 and $497,568, respectively.
  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 $13,587 and $16,931 as of September 30, 2009 and December 31, 2008, respectively.
  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.
  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, 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 year ended December 31, 2008, or the period ended September 30, 2010.
  Derivative liability
  The derivative liability represents the value of warrants to purchase common stock that were issued in connection with certain debt and preferred stock offerings in 2008 and 2009. The warrants are reported at fair value using the Black-Scholes model with changes in value reflected in earnings for the period.
  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. 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.
  -7-
  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.
  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.
  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.
  Earnings per share
  Earnings per share is calculated in accordance with the ASC 260 (Originally issued as Statement of Financial Accounting standards No. 128, “Earnings per share”), which superseded Accounting Principles Board Opinion No.15 (APB 15). 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 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 earnings per share is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period. Diluted earnings 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 earnings per share (in thousands, except per share amounts):
  Nine month period EndedSeptember 30,2009


2008Net Incomeavailable to common shareholders

$
3,443


$
4,319Weighted average shares of common stock outstanding


84,644



81,649Diluted effect of warrants, options, and preferred stock


26,871



-Weighted average shares of common stock – diluted


111,515



81,649Earnings per share – basic

$
0.04


$
0.05Earnings per share -- diluted

$
0.03


$
0.05
  
 -8-
  Three month period EndedSeptember 30,2009


2008Net Income

$
1,478


$
2,291
 Weighted average shares of common stock outstanding


98,611



81,649Diluted effect of warrants, options, and preferred stock


26,777



-Weighted average shares of common stock – diluted


125,388



81,649Earnings per share – basic

$
0.01


$
0.03Earnings per share -- diluted

$
0.01


$
0.03
  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 2,207,607 and 2,178,649 for the nine and three months ended September 30, 2009, respectively.
  Pursuant to a common stock offering, effective August 3, 2009, the Company issued warrants to purchase 13,612,120 shares of the Company’s common stock, of which 10,145,454 and 3,466,666 have an exercise price of $0.11 and $0.15 per share, respectively, and are exercisable through August 3, 2011.The average stock price for the 9 months ended September 30, 2009 was $0.1361 per share, and for the three months ended September 30, 2009 was $0.135 per share. The warrants which are exercisable at $0.11 per share had a dilutive effect of 1,943,422 shares and 1,878,788 shares in the nine months and three months ended September 30, 2009, respectively. The warrants which are exercisable at $0.25 per share had no dilutive effect.
  On August 7, 2009, the Company entered into a Series A Convertible Preferred Stock and Warrant Purchase Agreement (the "Agreement") with several accredited investors (collectively, the "Investors") for the issuance and sale of shares of the Company's Series A Convertible Preferred Stock (the "Preferred Stock"). In accordance with the agreement, the Company issued an aggregate of 1,000,000 shares of the Company’s Series A Convertible Preferred Stock, par value $0.001 per share at a purchase price of $1.00 per share. Each share of Preferred Stock is convertible into shares of the Company’s common stock at a price per share of $0.088, subject to certain adjustments.  The preferred stock had a dilutive effect of 11,360,000 shares in the nine and three months ended September 30, 2009, respectively.
  Pursuant to a $1,000,000 preferred stock offering on August 7, 2009, 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, 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. The average stock price for the nine months ended September 30, 2009 was $0.1361 per share, and for the three months ended September 30, 2009 was $0.135 per share. None of these warrants had a dilutive effect.
  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 (RMB), 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.
   -9-
  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.
  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.
  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.
  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.
  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. The Codification is effective in the third quarter of 2009, and accordingly, the Quarterly Report on Form 10-Q for the quarter ending September 30, 2009 and all subsequent public filings will reference the Codification as the sole source of authoritative literature. The Company does not believe that this will have a material effect on its consolidated financial statements.
  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.
   -10-
   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.
  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, net income, or net earnings per share.
  3. PROPERTY AND EQUIPMENT, NET
  Property and equipment consist of the following as of September 30, 2009 and December 31, 2008:
  September 30,


December 31,2009


2008Manufacturing machinery

$
405,019


$
411,299Office equipment


40,707



38,037Motor vehicle


24,215



17,589Less: Accumulated Depreciation


(390,746
)


(327,160
)Property & Equipment, net

$
79,195


$
139,765
  Depreciation expenses for the three month periods ended September 30, 2009 and 2008 were $18,559 and $18,141 respectively. Depreciation expenses for the nine month periods ended September 30, 2009 and 2008 were $60,647 and $58,625 respectively.
  4. DUE FROM/(TO) RELATED PARTIES
  Amounts due from related parties amounted to $2,164,247 and $352,799 as of September 30, 2009 and December 31, 2008, respectively. The Company has a balance due from one company who is under common control with the Company, amounting to $242,042 and $352,799 as of September 30, 2009 and December 31, 2008, respectively. The amount due is interest free, unsecured and due on demand.
  The Company has a balance due to the companies which are under common control with the Company. The amounts were $397,418 and $129,444 as of September 30, 2009 and December 31, 2008, respectively. The amounts due are interest free, unsecured and due on demand.
  The Company has a balance due to shareholders amounting to $101,876 and $0 as of September 30, 2009 and December 31, 2008, respectively. The amount due is interest free, unsecured and due on demand.
   -11-
  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
  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 in return has the priority 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 is payable in full at the inception of the agreements.
  Guangzhou Greenland uses the straight-line method to amortize the long-term prepayments over the life of the contracts. As of September 30, 2009 and December 31, 2008, the Company has long-term prepayments (net) in the amount of $19,013,617 and $16,258,707, respectively.
  The details of long-term prepayments are listed below as of September 30, 2009 and December 31, 2008:
  September 30,


December 31,2009


2008Long-term prepayment –cost

$
20,765,212


$
17,450,561Accumulated amortization


(1,726,565
)


(1,191,854
)Net

$
19,013,617


$
16,258,707
  Amortization expenses for the nine months ended September 30, 2009 and 2008 were $633,734 and $382,212, respectively. Amortization expenses for the three months ended September 30, 2009 and 2008 were $284,018 and $228,051, respectively.
   Amortization expenses for the next five years after September 30, 2009 are as follows:
  Twelve months ending September 30,2010

$
831,4692011


831,4692012


831,469
 2013


831,4692014


831,469After


14,856,272Total

$
19,013,617
  6. ACCOUNTS PAYABLE AND ACCRUED EXPENSES
  Accounts payable and accrued expenses comprised the following as of September 30, 2009 and December 31, 2008:
  September 30,


December 31,2009


2008Accounts payable

$
381,623


$
804,438Accrued payroll


98,364



90,916Accrued expenses


415,822



557,692Other payable


24,306



76,741$
920,115


$
1,529,787
   -12-
   7. SHORT-TERM CONVERTIBLE NOTES
  On April 23, 2008, Organic Region, which was then a privately-owned company, issued for $500,000 its one-year 18% convertible notes with common stock warrants in the total amount of $500,000.  Upon the completion of the reverse acquisition, the Company assumed the notes and related warrant obligations. 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. As of September 30, 2009, the Company had not raised $3,000,000 in financing, so the exercise price and the number of shares issuable upon exercise of the warrants had not been determined at September 30, 2009.
 
 Upon issuance of the debt, the Company allocated the proceeds between the debt and warrants in the amount of $360,711 and $139,289, respectively.  The warrants were classified as a derivative due to the variability in their exercise terms, and remain outstanding. In August 2009, the debt was repaid in full, with interest, and the Company recognized a $139,289 loss on debt extinguishment.
 
 See Note 8 for information with respect to financing which were completed in August 2009.
  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 September 30, 2009, the Company accrued the value of 33,333 shares, reflecting the shares that were due through September 30, 2009 pursuant to his agreement.
  In May 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 except for the Company’s obligation to pay an amount equal to 2% of the gross proceeds of any sales of securities, convertible debentures, or any other financings, private or public, other than financings by commercial banks, by the Company of up to an aggregate of $15 million occurring after January 1, 2009.
  See Note 7 with respect to the issuance, in April 2008, of the Company’s 18% convertible notes in the total amount of $500,000 and warrants.
  Sales of Securities
  During August 2009, the Company issued securities in the following transactions:
 
 a. Effective August 3, 2009, the Company entered into 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 price of $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) 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, are considered to be indexed to the company’s stock, and are all reflected as a component of equity in the accompanying financial statements.
 
 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;
   -13-
  (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, and ;
 
 (iii) granted these stockholders 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 through February 10, 2010.
 
 The entire $1,000,000 of proceeds received on August 7, 2009 was allocated to the warrants and is reflected as a derivative liability due the variability in the exercise price, which was based upon the Company’s future operating results. 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 and the exercise price of the $0.25 warrants is reduced on a formula basis.
 
 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.
 
 Pursuant to the Series A Preferred Stock and warrant purchase agreement, in addition to the foregoing and other conditions, the Company agreed that:
 
 ·
The Company would maintain its listing on the OTC Bulletin Board or a national stock exchange; provided that if the Company is 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 any 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.
 
 ·
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%.
  Warrants
  Weighted


AverageAverage


RemainingWarrants


Warrants


Exercise


ContractualOutstanding


Exercisable


Price


LifeOutstanding, December 31, 2007


-



-


$
-



-Granted


5,115,090
*


5,115,090



0.098



5.0Forfeited


-



-



-



-Exercised


-



-



-



-Outstanding, December 31, 2008


5,115,090



5,115,090



0.098



5.0Granted


33,612,120



33,612,120



0.16



3.6Forfeited


-



-



-



-Exercised


-



-



-



-Outstanding, September 30, 2009


38,727,210



38,727,210


$
0.16



3.8






-14-




*           The number of shares issuable upon exercise of the warrant and the warrant exercise price is based on sales of common stock prior to September 30, 2009 and is a tentative calculation.  The final number of shares and exercise price will be determined when we have raised $3.0 million in financings.  If, subsequent to September 30, 2009, we issue shares in a financing which is less than the lowest price prior to September 30, 2009, the number of shares of common stock subject to the option will be increased and the option exercise price will decrease.
  Stock options
  Following is a summary of the status of preferred stock options outstanding at September 30, 2009:
  Outstanding Options

Exercisable OptionsAverage

Outstanding

Average Remaining

Average

ExercisableExercise Price

Options

Contractual Life

Exercise Price

Options$ 1.00

1,000,000

0.43

$ 1.00

1,000,000
  Fair Value of Warrants
  ASC Topic 820, Fair Value Measurement and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. This topic also establishes a fair value hierarchy which requires classification based on observable and unobservable inputs when measuring fair value. The fair value hierarchy distinguishes between assumptions based on market data (observable inputs) and an entity’s own assumptions (unobservable inputs). The hierarchy consists of three levels:
  [ ]
Level one — Quoted market prices in active markets for identical assets or liabilities;[ ]
Level two — Inputs other than level one inputs that are either directly or indirectly observable; and[ ]
Level three — Unobservable inputs developed using estimates and assumptions, which are developed by the reporting entity and reflect those assumptions that a market participant would use.
  Determining which category an asset or liability falls within the hierarchy requires significant judgment. The Company evaluates its hierarchy disclosures each quarter.
  Assets and liabilities measured at fair value on a recurring basis are summarized as follows:
  Fair value measurementusing inputs


Carrying amount atFinancial instruments

Level 1


Level 2


Level 3


9/30/2009Liabilities:Derivative instruments – Warrants

$
—


$
1,592,415


$
—


$
1,592,415Total

$
—


$
1,592,415


$
—


$
1,592,415
  The fair value of warrants associated with the April 2008 debt issuance (Organic Region Warrants) and the August 2009 preferred share financing (Series A Warrants) that are reported as a liability was developed using the Black Scholes model using the following significant assumptions:
  Organic Region Warrants


Series A WarrantsSeptember 30,


December 31,


$
0.14


$
0.252009


2008


September 30, 2009


September 30, 2009Market price of common stock:

$
0.14


$
0.09


$
0.14


$
0.14Exercise price:

$
0.098


$
0.098



0.14


$
0.25Expected term (years):


4.85



5.00



4.85



4.85Dividend yield:


–



–



-



-Expected volatility:


112.23
%


112.01
%


112.23
%


112.23
%Risk-free interest rate:


1.50
%


1.50
%


1.75
%


1.75
%
   -15-
  As of November 11, 2009, none of the warrants had been exercised.
  The risk-free rate of return reflects the interest rate for United States Treasury Note with similar time-to-maturity to that of the warrants.
  None of the other warrants are treated as derivatives.
  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 operations in PRC, the Company has incurred net accumulated operating losses for income tax purposes. The Company believes that it is more likely than not that these net accumulated operating losses generated in the PRC 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 September 30, 2009 and December 31, 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.
  The income tax rate of Xiong Luo, with respect to Guangzhou Greenland , which is part of consolidated financial statement as of September 30, 2009 and December 31, 2008 as a VIE under ASC 810-10 (Originally issued as FIN 46R), is 1.8% of the fixed income amount accounted by the local national tax bureau in which he conducts the businesses.
  The provision for income taxes from continuing operations on income consists of the following for the nine months ended September 30, 2009 and 2008:
  2009


2008PRC Current Income Expense

$
-


$
-Total 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 six months ended September 30, 2009 and 2008.
  2009


2008Tax rate in BVI


0
%


0
%Foreign income tax - PRC


25
%


33
%Exempt from income tax


(25
)%


(33
)%Foreign income tax – PRC(VIE)


1.8
%


1.8
%Exempt from income tax due to special tax policies


(1.8
)%


(1.8
)%Tax expense at actual rate


0
%


0
%
  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.
   -16-
  There were no customers who accounted for more than 10% of the total net revenue for the nine month periods ended September 30, 2009 and for the year ended December 31, 2008.
  Two vendors provided 55% and 29% of the goods to the Company during the nine month periods ended September 30, 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 September 30, 2009 and December 31, 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 $28,304 and $27,413 for the three months ended September 30, 2009 and 2008. The Company incurred rent expenses of $84,928 and $79,596 for the nine months ended September 30, 2009 and 2008.
  The rent expenses for the next five years after September 30, 2009 are as follows:
  Twelve Months Ended September 30,2010

$
113,0302011


115,1622012


117,3102013


119,6352014


119,635After


54,559$
639,331
  12. RESTATEMENT OF FINANCIAL STATEMENTS
  On August 23, 2010, the Company concluded, after a review of the pertinent facts, that the previously issued financial statements contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2009 and Quarterly Reports on Form 10-Q for the quarters ended March 31, 2010, September 30, 2009, June 30, 2009 and March 31, 2009 should not be relied upon due to the following:
 
 ·
The Company improperly allocated, for financial statement purposes, the proceeds received in connection with the April 2008 debt financing transaction and the August and December 2009 and January 2010 preferred stock financing transactions (collectively, “the financings”). The restated financial statements include the effects of properly allocating the financing proceeds between (1) the debt or preferred stock, as applicable, (2) any derivative liabilities associated with warrants for the purchase of common stock, and (3) any beneficial conversion features (“BCF”), as a component of additional paid-in capital, which allow the debt and preferred shareholders to convert their investment into the Company’s common stock on favorable terms.
  ·
Due to the improper allocation of proceeds on the April 2008 debt financing which resulted in an incorrect basis for the debt, the Company improperly reported the loss on debt extinguishment upon its settlement in August 2009. The debt settlement is appropriately reported in the restated annual financial statements presented in this filing.
  ·
Certain warrants containing variable exercise terms associated with the financings were reported as a component of paid-in capital instead of properly reflecting them as a derivative liability at fair value, with changes in fair value reported in the income statement each period. The restated financial statements include the effects of reporting the derivative liabilities and their associated changes in value correctly.
   -17-
  ·
A BCF was inappropriately recorded as a debt discount on the April 2008 financing in addition to being amortized over the subsequent 12 months with a charge to expense. Furthermore, separate BCFs associated with the December 2009 and January 2010 preferred stock financings were erroneously omitted due to a misallocation of proceeds for financial statement purposes. The restated financial statements include the effects of allocating financing proceeds to the applicable BCFs by recording a preferred stock discount with a credit to additional paid-in capital. The discounts were then charged immediately to retained earnings as deemed preferred stock dividends pursuant to the terms of the agreement which provide immediate conversion rights.
  ·
Earnings per share has been restated to include the effects of the restated financial statements
  The Company’s management has determined that as a result of such accounting matters, its reported net income was understated by $169,507 for the three months ended September 30, 2009, understated by $513,053 for the three months ended September 30, 2008, and understated by $194,977 for the nine months ended September 30, 2009 and $127,834 for the nine months ended September 30, 2008.
 Set forth below is a comparative presentation of the balance sheet and income statement as of and for the three and nine months ended September 30, 2009 and 2008 as restated and as initially reported in the Company’s Reports on Form 10-Q previously filed with the Securities and Exchange Commission. These financial statements include the restated balance sheet as of September 30, 2009 and December 31, 2008.
   SINO GREEN LAND CORPORATION AND SUBSIDIARIES
  For the three and nine months ended September 30, 2009
   Three months ended

September 30, 2009


Nine months ended

September 30, 2009As Reported


As Restated


As Reported


As RestatedINCOME STATEMENT:Sales

$
31,153,814


$
31,153,814


$
71,460,013


$
71,460,013Cost of goods sold


27,677,662



27,327,948



63,474,265



63,474,265Gross profit


3,476,152



3,825,866



7,985,748



7,985,748Operating expense:Selling expenses


886,079



1,235,793



2,123,930



2,123,930General & administrative expenses


562,766



529,818



1,872,246



1,839,298Total operating expenses


1,448,845



1,765,611



3,996,177



3,963,228Operating income


2,027,307



2,060,255



3,989,571



4,022,520Other income/(expense):Loss on debt extinguishment






(139,289
)






(139,289
)Other income (expense), net


(2,195
)


(2,194
)


(2,122
)


(2,122
)Interest expense


(453,293
)


(163,202
)


(475,793
)


(185,702
)Beneficial conversion feature expense


(153,425
)


-



(153,425
)


-Change in derivative liability


-



(277,620
)


-



(252,149
)Total other income/(expense)


(608,913
)


(582,305
)


(631,340
)


(579,262
)Net income


1,418,394



1,477,949



3,358,232



3,443,257Deemed preferred dividend


109,952







(109,952
)Net income applicable to common shareholders


1,308,442



1,477,949



3,248,280



3,443,257Comprehensive income:Net income


1,308,442



1,477,949



3,248,280



3443,257Other comprehensive loss:Foreign currency translation gain/(loss)


7,243



7,243



(159,985
)


(159,985
)Comprehensive income (loss)

$
1,315,685



1,485,192



3,088,295



3,283,272Net income (loss) per share:Basic

$
0.01


$
0.01


$
0.04


$
0.04Diluted

$
0.01


$
0.01


$
0.03


$
0.03Weighted average number of shares outstanding Basic


98,610,694



83,314,851



84,396,563



84,396,563Diluted


125,388, 131



83,866,207



111,515,489



111,515,489
  -18-
 
 For the three and nine months ended September 30, 2008
 
 Three months ended

September 30, 2008


Nine months ended

September 30, 2008As Reported


As Restated


As Reported


As RestatedINCOME STATEMENT:Sales

$
27,656,309


$
27,656,309


$
57,667,879


$
57,667,879Cost of goods sold


24,903,236



24,903,236



51,344,940



51,344,940Gross profit


2,753,073



2,753,073



6,322,939



6,322,939Operating expense:Selling expenses


501,805



501,805



1,028,279



1,028,279General & administrative expenses


179,077



144,077



807,295



879,194Total operating expenses


680,883



645,882



1,835,574



1,907,473Operating income


2,072,190



2,107,191



4,487,365



4,415,466Other income/(expense):Other income (expense), net


19,541



19,541



19,088



19,088Interest expense


(38,608
)


(7,909
)


(40,258
)


(24,559
)Beneficial conversion feature expense


(275,048
)


-



(275,048
)


-Change in derivative liability


-



172,305



-



(91,015
)Total other income/(expense)


(294,115
)


183,937



(296,218
)


(96,486
)Net income


1,778,075



2,291,128



4,191,146



4,318,980Other comprehensive loss:Foreign currency translation gain/(loss)


710,922



710,922



833,427



833,427Comprehensive income (loss)

$
2,488,996


$
3,002,050


$
5,024,573


$
5,152,407Net income (loss) per share:Basic

$
0.02


$
0.03


$
0.05


$
0.05Diluted

$
0.02


$
0.03


$
0.05


$
0.05Weighted average number of shares outstandingBasic


81,648,554



81,648,554



81,648,554



81,648,554Diluted


81,648,554



81,648,554



81,648,554



81,648,554
 As of September 30, 2009 and December 31, 2008
  As Reported


As Restated


As Reported


As Restated9/30/2009


9/30/2009


12/31/2008


12/30/2008BALANCE SHEET:Convertible debenture

$
-


$
-


$
313,627


$
360,710Derivative liability


-



1,592,415







340,266Additional Paid-in Capital


8,434,733



6,535,690



5,419,351



4,919,351Retained earnings


12,711,414



13,019,042



9,463,133



9,575,783
  
 -19-
   ITEM 2 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  The following discussion of the results of our operations and financial condition should be read in conjunction with our financial statements and the related notes, which appear elsewhere in this quarterly report. The following discussion includes forward-looking statements.
 
 Statements in this quarterly report include “forward-looking statements.” Forward-looking statements include, but are not limited to, statements that express our intentions, beliefs, expectations, strategies, predictions or any other statements relating to our future activities or other future events or conditions. These statements are based on current expectations, estimates and projections about our business based, in part, on assumptions made by management. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may, and are likely to, differ materially from what is expressed or forecasted in the forward-looking statements due to numerous factors, including those described above and those risks discussed from time to time in this quarterly report, including the risks described under “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our annual report on Form 10-K/A for the year ended December 31, 2009, which includes restated financial statements for the years ended December 31, 2009 and 2008. In addition, such statements could be affected by risks and uncertainties related to the effects of our restatement of our financial statements, weather and natural disasters, our ability to conduct business in the PRC, product demand, including the demand for fruit and vegetable products, our ability to develop and maintain good relations with local cooperative suppliers, our ability to raise any financing which we may require for our operations, including financing for our green produce hub, competition, government regulations and requirements, pricing and development difficulties, our ability to make acquisitions and successfully integrate those acquisitions with our business, as well as general industry and market conditions and growth rates, and general economic conditions. Any forward-looking statements speak only as of the date on which they are made, and we do not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this quarterly report.
  Overview
  We are engaged in the wholesale distribution, marketing and sales of premium fruits in China. Our main products include Fuji apples, emperor bananas and tangerine oranges. We purchase our products directly from farming cooperative groups to whom we provide varying degrees of farming, harvesting and marketing services. 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 trading agents who sell our products to customers in and around the provinces in which the produce is grown.
  Fruits, such as apples, bananas and oranges, as well as vegetables are considered staples in the Chinese diet, similar to rice and meat, and historically, demand for these products has not fluctuated with the ups and downs of the general economy. As a result, we have not yet seen a significant decline in our business from the recent economic downturn and the global credit crisis. However, if economic conditions further deteriorate, including business layoffs, downsizing, industry slowdowns and other similar factors that affect our distributors, customers, suppliers, farmers and creditors, we could see a reduction in the demand for our products which could have a material adverse effect on our business operations. Since we promote our products as premium foods, in troubled economic times, consumers may purchase cheaper fruits and vegetables rather than our products, which could affect both our revenue and our gross margin.
  All fruits and vegetables are perishable, and are subject to spoilage if they are not delivered to market in a timely manner. Our ability to both purchase and sell produce is dependent upon a number of factors which are not under our control. Severe weather conditions and natural disasters, such as floods, droughts, frosts, earthquakes or pestilence, may affect our ability both to purchase products and to sell our products at the wholesale markets. Under these conditions, we may incur a higher cost of cold storage with no assurance that, even in the best conditions, spoilage cannot be avoided.
  -20-
   Since weather conditions are not uniform throughout China, our competitive position may be impaired if our competitors are able to deliver produce to market at a time when we are not able to make deliveries, either because we are unable to purchase the produce or because we are unable to bring the produce to market.
  Agricultural products generally are subject to disease, blight and infestation by insects. Our revenue during 2009 was affected by a fruit insect disease which affected sales of our tangerine oranges. Any disease, blight or infestation that affects our produce could materially impair our ability to generate revenue from the affected fruit.
  We only have long-term arrangements to purchase produce from five farming cooperatives. If we are not able to purchase our produce from these farmers, whether because of a shortage, because of government regulations or otherwise, we may be unable to purchase produce from other co-ops or farmers, and if we are able to purchase produce, our costs may be greater, which could impair our gross margins.
  Substantially all of our produce is grown by farming cooperatives on land which we lease pursuant to 25-year lease and development agreements which we entered into since 2005. All of these leases were entered into with the farmers who held the land use rights from the government. The farming cooperatives consist of many farmers who held the land use rights. Pursuant to these agreements, as of September 30, 2009, we had paid a total of $20.8 million to the holders of the land use rights, who are not affiliated with us, and the farmers agreed to manage the land and plant the crops and we received a priority right to purchase the crops at fair market price. The farming cooperatives do not pay us rent for the land. We amortize our payments over the life of the leases. The amortization of our lease payments is included in cost of goods sold.
  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 a wide variety of green foods in one location. We intend to purchase green foods from members of the China Green Food Association, who sell more than 17,000 food items, and sell the foods in our green foods hub. As of September 30, 2009, we had paid approximately $ 1.45 million in connection with the construction of this hub from cash generated by our operations and from funds which we raised in 2009. 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 $18 million, which includes construction costs of approximately $12 million, with approximately $4 million auxiliary facilities, such as refrigerated cold-storage trucking capabilities and air conditioning, and $2 million for initial inventory of new green foods products. On an ongoing basis, we believe that we will need to maintain inventory in the range of $4 million.
  As part of our green foods distribution hub business, we may market our green foods directly to supermarkets and other retail stores. We anticipate that some of the retail markets will purchase our green food products at our distribution hub while others will require us to deliver the foods to them. In order to develop this business, we will need to expand our marketing effort and establish a delivery system for the retail food.
  We will require significant additional funding for our green foods distribution hub business. We have no commitments for the funding and our failure to obtain funding will impair our ability to develop this business. If we are not able to operate the green foods hub, we may not be able to recover our costs, in which event we would include a charge equal to the amount of the unrecovered costs.
  While we currently generate sufficient operating cash flows to support our operations, our capital requirements and the cash flow provided by future operating activities, if any, will 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 increased land use rights which we lease under long-term leases that require us to pay the rental for the entire lease term at the inception of the lease. During the nine months ended September 30, 2009, we expended approximately $ 3.4 million to purchase additional leases. If we are to expand our business, we will continue to lease additional farm land on which our produce can be grown, which will require significant additional capital.
  We have commenced construction of our green foods distribution hub in the Guangdong wholesale market at an estimated cost of approximately $18 million, of which we paid approximately $ 1.45 million as of September 30, 2009 toward the construction of the hub. These funds were generated from our operations and the sale of our equity securities. We have no commitment for the balance of our estimated cost. Our failure to raise the necessary funds for this project could impair our ability to complete the project and we may lose the money we have invested to date.
   -21-
  We presently sell our produce in the wholesale markets, where our customers are wholesale distributors. In connection with, and as part of, our green foods distribution hub, we may seek to market to supermarkets and other retail outlets. To the extent that we develop this business, we would incur additional marketing, shipping and other expenses.
  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. Although our products are considered staples in Chinese consumers’ daily life, and, historically, demand for such staples has not fluctuated with the ups and downs of the general economy, if the current economic situation continues to deteriorate, we could see a more drastic reduction in the demand for our products. Since we are marketing our products as premium produce, consumers, in a time of economic difficulties, could purchase non-premium produce, which could have a material adverse effect on our business.
  Seasonality
  Our fresh fruit business is highly seasonal. Fuji apples are harvested mainly from late August until early November and are sold throughout the year. Tangerine oranges are harvested in late September through late November with the result that we have limited sales of tangerine oranges in the third quarter of the year. Emperor bananas are harvested throughout the year. They grow in an eight-month cycle, and are cultivated and harvested all year long. As harvested fruits cannot be stored at room temperature for a long time, they must be processed for sale as soon as they are harvested or stored at a cold temperature. As a result, the sales volume for our produce occurs during the harvesting season and for the months following the harvesting season.
  We generally experience higher sales in the second half of the year. Sales in the second half of 2008 accounted for approximately 59% of our revenue for 2008. If sales in the second half of the year are lower than expected, our operating results would be adversely affected, and it would have a disproportionately large impact on our annual operating results.
  Taxation
  The PRC Enterprise Income Tax Law and Implementing Rules impose a unified EIT rate of 25.0% on all domestic-invested enterprises and foreign-invested enterprises, or FIEs, unless they qualify under certain limited exceptions. The 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 enterprise income tax, 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 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%.
  Accounting Treatment of Financing Instruments
  In April 2008, Organic Region, which was then a privately-owned company, issued, for $500,000, its one-year 18% convertible notes in the principal amount of $500,000 and warrants to purchase common stock after Organic Region effects a going public transaction, which includes a reverse acquisition with a publicly traded shell corporation. Due to variability in the terms of the warrants’ exercise price for which accounting rules preclude them from being considered as indexed to our common stock, the warrants are recorded at fair value, with changes in value reported in the income statement each period. Although the debt was paid in 2009, the warrants remain outstanding.
  The Series A preferred shares issued in 2009 were issued with warrants and/or a conversion feature that require the proceeds received on the transaction to be allocated to each applicable component. Any resulting warrant liabilities are recorded at fair value, with changes in value recorded in the income statement each period. Any proceeds allocated to beneficial conversion features on the preferred shares are recorded as a discount on such shares, with a credit to additional paid-in capital. The discounts are then charged immediately to retained earnings as deemed preferred stock dividends pursuant to the terms of the agreement which provide immediate conversion rights.  In August 2009, we sold, for $1,000,000, (i) 1,000,000 shares of series A preferred stock, which are convertible into 11,360,000 shares of common stock, (ii) warrants to purchase 20,000,000 shares of common stock and (iii) options to purchase  1,000,000 shares of series A preferred stock.  Because all of the value received from the August 2009 issuance of securities was allocated to the warrants and options, no deemed preferred stock dividend resulted from the transaction.
   -22-
  Restatement of Financial Statements
  On August 23, 2010, we concluded, after a review of the pertinent facts, that the previously issued financial statements contained in our annual report on Form 10-K for the year ended December 31, 2009 and our quarterly reports on Form 10-Q for the quarters ended March 31, 2010, September 30, 2009, June 30, 2009 and March 31, 2009 should not be relied upon for reasons set forth in Note 12 of Notes to Consolidated Financial Statements. This quarterly report reflects restated financial statements for the three and nine months ended September 30, 2009 and 2008 because of our failure to account properly for the treatment of securities issued in financings during 2009 and 2008. As a result, our net income, as originally reported, was understated by approximately $169,507 for the three months ended September 30, 2009, understated by $513,053 for the three months ended September 30, 2008, and understated by $194,977 for the nine months ended September 30, 2009 and $127,834 for the nine months ended September 30, 2008.
 Results of Operations
  Three Months Ended September 30, 2009 and September 30, 2008
  The following table sets forth the key components of our results of operations for the three months ended September 30, 2009 and 2008, in dollars and as a percentage of sales ( dollars in thousands):
  Three Months Ended September 30,2009


2008% of





% ofDollars


Sales


Dollars


SalesSales

$
31,154





$
27,656Cost of Sales


27,328



87.72
%


24,903



90.05
%Gross Profit


3,826



12.28
%


2,753



9.95
%Operating ExpensesSelling Expenses


1,236



3.97
%


502



1.81
%Administrative Expenses


530



1.70
%


144



0.52
%Operating Income


2,060



6.61
%


2,107



7.62
%Interest Expenses


(163
)


(0.52
% )


(8
)


(0.03
% )Loss on debt extinguishment


(139
)


(0.45
% )


-



-Change in derivative liability


(278
)


(0.89
% )


172



0.62
%Other (loss), net


(2
)


(0.01
% )


20



0.07
%Total other expense


(582
)


(1.87
% )


184



0.67
%Net income


1,478



4.74
%


2,291



8.28
%Foreign Currency translation gain (loss)


7



0.02
%


711



2.57
%Comprehensive income


1,485



4.77
%


3,002



10.85
%
  Sales. Sales increased approximately $3.50 million, or 12.65%, to approximately $31.15 million in the three months ended September 30, 2009 from approximately $27.66 million in the same period last year. 95% of this increase was due to an increase in the volume of sales of our apples, bananas and oranges. Specifically, during the three months ended September 30, 2009, the volume of apples sold increased by 66% as compared to the three months ended September 30, 2008, the volume of oranges sold increased 64% and the volume of bananas sold increased 10%. Approximately 5% of the increase in sales was due to an increase in prices of our products.
  Cost of Sales. Our cost of sales is primarily comprised of the cost of purchasing produce from the farming cooperatives plus amortization of land use rights.  Our cost of sales increased approximately $2.4 million to approximately $27.3 million in the three months ended September 30, 2009 from approximately $24.9 million in the three months ended September 30, 2008. This increase was reflects our increase in sales as well as a modest increase in the amortization of our long-term preparyments resulting from an increase in the land under lease.
  -23-
  Gross Profit and Gross Margin.Our gross profit increased from $2.8 million in the quarter ended September 30, 2008 to $3.8 million for the quarter ended September 30, 2009. Our gross margin increased from 9.95% in the three months ended September 30, 2008 to 12.28% in the three months ended September 30, 2009 due to our ability to increase the price of our Fuji apples during this period.
  Selling Expenses. Our selling expenses are comprised of marketing expense, the salaries of our marketing staff, bonus, rent and other selling expenses.  The selling expenses increased approximately $0.7 million, or 146%, to approximately $1.2 million in the three months ended September 30, 2009 from approximately $0.5 million in the same period last year because bonuses payable to salesmen were drawn in advance to motivate salesmen during the three months ended September 30, 2009, which was not done in the same period last year.
 General and Administrative Expenses. Our general and administrative expenses are comprised of travel expense, office expense, research and development expense, market research expense, exhibition expense, audit expense, advisory expense and other expenses associated with our status as a public company. These expenses increased by approximately $0.4 million to approximately $0.5 million in the three months ended September 30, 2009 from approximately $0.1 million in the three months ended September 30, 2008. As a percentage of sales, administrative expenses increased to 1.70% in the three months ended September 30, 2009 as compared to 0.52% in the three months ended September 30, 2008 mainly due to the additional attorney’s fees and advisory fees accrued for the financing transaction we consummated in August, 2009.
 Loss on debt extinguishment.  In April 2008, Organic Region issued, for $500,000, its 18% convertible debentures in the principal amount of $500,000 and warrants to purchase shares of common stock, with the exercise price and the number of shares to be determined after the completion of a reverse acquisition transaction and the completion of one or more financings generating proceeds of $3 million.  In 2008, the $500,000 proceeds were allocated between the convertible notes ($361,000) and the warrants ($139,000).  The convertible notes were paid in June 2009, and the $139,000 difference between the $500,000 payment and the $361,000 carrying value of the notes was treated as a loss on debt extinguishment.
 
 Change in derivative liability.  Change of derivative liability was $277,620 in thethree months ended September 30, 2009compared to $172,305 for the same period in 2008, representing the change in fair value of warrants outstanding. The change in fair value, as computed using the Black-Scholes option pricing model, primarily reflected the increase in our stock price, which was $0.14 at September 30, 2009 and $0.09 at December 31, 2008.
  Net Income.   As a result of the factors described above, our net income decreased approximately $0.8 million to approximately $1.5 million or $0.01 per share (basic and diluted) in the three months ended September 30, 2009 from $2.3 million, or $0.03 per share (basic and diluted) for the in the same period of 2008.
 Nine Months Ended September 30, 2009 and September 30, 2008
  The following table sets forth the key components of our results of operations for the nine months ended September 30, 2009 and 2008 and as a percentage of sales (dollars in thousands):
  Nine Months Ended September 30,2009


2008% of





% ofDollars


Sales


Dollars


SalesSales

$
71,460





$
57,668Cost of Sales


63,474



88.82
%


51,345



89.04
%Gross Profit


7,986



11.18
%


6,323



10.96
%Operating ExpensesSelling Expenses


2,124



2.97
%


1,028



1.78
%General and Administrative Expenses


1,839



2.57
%


879



1.52
%Operating Income


4,023



5.63
%


4,415



7.66
%Interest Expenses


(186
)


(0.26
% )


(25
)


(0.04
% )Change in derivative liability


(252
)


(0.35
% )


(91
)


(0.16
% )Loss on debt extinguishment


(139
)


(0.19
% )


-



-Others, net


(2
)


(0.00
% )


19



0.03
%Total Other Income


(579
)


(0.81
% )


(96
)


(0.17
% )Net income


3,443



4.82
%


4,319



7.49
%Foreign Currency translation gain (loss)


(160
)


(0.22
% )


833



1.45
%Comprehensive income

$
3,284



4.59
%


5,152



8.93
%
   -24-
  Sales. Sales increased approximately $13.8 million, or 23.92%, to approximately $71.5 million in the nine months ended September 30, 2009 from approximately $57.7 million in the same period last year. Our production had declined during the first quarter of 2008 as a result of heavy snow in the regions where our products are grown. During the first quarter of 2009, more favorable weather conditions resulted in increased production and increased sales. Our production capacity also increased in the first three quarters of 2009, as compared to the same period in 2008, as we cultivated an additional 4,667 acres of land. This additional production contributed to additional sales during the nine months ended September 30, 2009.
  Cost of Sales.Our cost of goods sold increased approximately $12.1 million, or 23.62%, to approximately $63.5 million in the nine months ended September 30, 2009 from approximately $51.3 million in the nine months ended September 30, 2008. This increase was mainly due to the increased cost associated with our purchase of a greater volume of apples, bananas and oranges to meet our customers’ demands for such products.
  Gross Profit and Gross Margin.Our gross profit increased approximately $1.7 million to approximately $8.0 million in the nine months ended September 30, 2009 from approximately $6.3 million in the same period last year. Gross margin was 11.18% and 10.96% for the nine months ended September 30, 2009 and 2008, respectively. Our gross margin was relatively stable since it is largely determined by the margin of the wholesale prices we buy from our suppliers and the reseller price we sell at distribution centers, both of which have remained relatively stable during the nine months ended September 30, 2009 and 2008.
  Selling Expenses.Our selling expenses increased approximately $1.1 million, or 106.55%, to approximately $2.1 million in the nine months ended September 30, 2009 from approximately $1.0 million in the same period last year. As a percentage of net sales, selling expenses increased to 2.97% in the nine months ended September 30, 2009 from 1.78% in the same period of 2008. Selling expenses increased because of increased sales in this period and because of the advancement of bonuses in the third quarter of 2009.
  General and Administrative expenses.Our administrative expenses increased approximately $1.0 million, or 109%, to approximately $1.8 million in the nine months ended September 30, 2009 from approximately $0.9 million in the nine months ended September 30, 2008. As a percentage of net sales, administrative expenses increased to 2.57% in the nine months ended September 30, 2009, as compared to 1.52% in the same period last year. Administrative expenses increased as a result of increased fees and expenses related to the reverse merger transaction that was consummated on January 15, 2009, plus the additional attorney’s fees and advisory fees accrued for the financing transaction that we consummated in August 2009.
  Loss on debt extinguishment.  In April 2008, Organic Region issued, for $500,000, its 18% convertible debentures in the principal amount of $500,000 and warrants to purchase shares of common stock, with the exercise price and the number of shares to be determined after the completion of a reverse acquisition transaction and the completion of one or more financings generating proceeds of $3 million.  In 2008, the $500,000 proceeds were allocated between the convertible notes ($361,000) and the warrants ($139,000).  The convertible notes were paid in June 2009, and the $139,000 difference between the $500,000 payment and the $361,000 carrying value of the notes was treated as a loss on debt extinguishment.
 
 Change in derivative liability.  Change of derivative liability was $252,149 in thenine months ended September 30, 2009compared to $91,015 for 2008, representing the change in fair value of warrants outstanding. The change in fair value, as computed using the Black-Scholes option pricing model, primarily reflected the increase in our stock price, which was $0.14 at September 30, 2009 and $0.09 at December 31, 2008.
  Net Income. As a result of the factors described above, our net income was $3.4 million, or $0.04 per share (basic) and $0.03 per share (diluted) for the nine months ended September 30, 2009, as compared with $4.3 million, or $0.05 per share (basic and diluted) for the same period of 2008.
  Liquidity and Capital Resources
  General
  Historically, our primary capital needs have been to fund our working capital requirements and leases of farmland, and our primary sources of funds have been cash generated from operations. 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:
   -25-
  ·
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.
  As of September 30, 2009, we had cash and cash equivalents of approximately $1.29 million. 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)
  Nine Months Ended

September30,2009


2008Net cash provided by (used in) operating activities

$
(1,628
)

$
(458
)Net cash (used in) investing activities


-



(4
)Net cash provided by (used in) financing activities


2,608



341
  Operating Activities
  Net cash used by operating activities was approximately $1.6 million in the nine months ended September 30, 2009, an increase of approximately $1.2 million, from approximately $0.5 million in net cash provided by operating activities in the same period last year. The reason for this increase is that the Company paid $1.9 million of advances during the nine months ended September 30, 2009.
  Investing Activities
  Net cash used in financing activities in the nine months ended September 30, 2009 totaled $0.0 million, compared to approximately $0.0 in net cash used in financing activities in the same period last year.
  Financing Activities
  Net cash provided by financing activities was approximately $2.6 million in the nine months ended September 30, 2009, as compared to net cash provided by financing activities of $0.3 million in the nine months ended September 30, 2008, reflecting the money we raised in private placements from August 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.
   -26-
  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 Goods 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.
  Fair Value Measurements And Financial Instruments
  We determine the fair value of financial instruments in accordance with standards pertaining to fair value measurements. Such standards define fair value and establish a framework for measuring fair value in GAAP. Fair value involves significant estimates impacts the financials in many areas such as derivatives, stock comp and deferred compensation. These estimates can have significant impact on our financial statements based on the assumptions we use. See Note 7 to the consolidated financial statements for further information regarding our derivative and stock option positions.
  Foreign Currency Translation– We use United States dollars for financial reporting purposes, and it is our functional currency. 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.
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  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. The Codification is effective in the third quarter of 2009, and accordingly, the Quarterly Report on Form 10-Q for the quarter ending September 30, 2009 and all subsequent public filings will reference the Codification as the sole source of authoritative literature. The Company does not believe that this will have a material effect on its consolidated financial statements.
  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, capital expenditures or capital resources that is material to an investor in our securities.
  ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
  Not Applicable.
  ITEM 4.
CONTROLS AND PROCEDURES.
  Evaluation of Disclosure Controls and Procedures.
  The Company maintains disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including to our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
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  As required by Rule 13a-15 and Rule 15d-15 under the Exchange Act, our management, including Mr. Xiong Luo, our chief executive officer, and Ms. Huasong Sheena Shen, our chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as of September 30, 200 9 . For the reasons set forth in the following paragraphs, our management, under the direction of Mr. Luo and Ms. Shen concluded that as of September 30, 200 9 , our disclosure controls and procedures were not effective.
  At December 31, 2008, we were a privately-owned company, and, accordingly, we did not make a determination as to the effectiveness of our internal controls over financial reporting.  For the reasons set forth below, our internal controls over financial reporting were not effective at December 31, 2008 or September 30, 2009.
  On August 23, 2010, we concluded, after a review of the pertinent facts, that the previously issued financial statements contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2009, and Quarterly Reports for the quarters ended March 31, 2010, March 31, 2009, June 30, 2009 and September 30, 2009, respectively, should not be relied upon due to the following:
  ·
The Company improperly allocated, for financial statement purposes, the proceeds received in connection with the April 2008 debt financing transaction and the August and December 2009 and January 2010 preferred stock financing transactions (collectively, “the financings”). The restated financial statements include the effects of properly allocating the financing proceeds between (1) the debt or preferred stock, as applicable, (2) any derivative liabilities associated with warrants for the purchase of common stock, and (3) any beneficial conversion features (“BCF”), as a component of additional paid-in capital, which allow the debt and preferred shareholders to convert their investment into the Company’s common stock on favorable terms.
  ·
Due to the improper allocation of proceeds on the April 2008 debt financing which resulted in an incorrect basis for the debt, the Company improperly reported the loss on debt extinguishment upon its settlement in August 2009. The debt settlement will be reported in the in the 2009 income statement as described, beginning with the restated annual financial statement for 2009, and in the restated September 30, 2009 10-Q filing. The settlement occurred in August 2009, and therefore does not affect the income statements presented in 2010. However, the accompanying balance sheets appropriately reflect the impact of settlement.
  ·
Certain warrants containing variable exercise terms associated with the financings were reported as a component of paid-in capital instead of properly reflecting them as a derivative liability at fair value, with changes in fair value reported in the income statement each period. The restated financial statements include the effects of reporting the derivative liabilities and their associated changes in value correctly.
  ·
A BCF was inappropriately recorded as a debt discount on the April 2008 financing in addition to being amortized over the subsequent 12 months with a charge to expense. Furthermore, separate BCFs associated with the December 2009 and January 2010 preferred stock financings were erroneously omitted due to a misallocation of proceeds for financial statement purposes. The restated financial statements include the effects of allocating financing proceeds to the applicable BCFs by recording a preferred stock discount with a credit to additional paid-in capital. The discounts were then charged immediately to retained earnings as deemed preferred stock dividends pursuant to the terms of the agreement which provide immediate conversion rights.
  ·
Earnings per share has been restated to include the effects of the restated financial statements
  We have restated our balance sheet at September 30, 2009 and our income statement and statements of cash flows for the three and nine months ended September 30, 2009 and 2008 in this Form 10-Q. Our balance sheet at December 31, 2008 is restated in our annual report on Form 10-K/A, amendment no. 2, and is included in this Form 10-Q.
  Weintend to take such steps as are necessary, including the engagement of accounting personnel with experience in US GAAP, in order that our financial controls and disclosure controls are effective.
  Changes in Internal Control Over Financial Reporting.
  During the fiscal quarter ended September 30, 2010, other than as reflected in this Item 4 and our restated financial statements, there were no changes in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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  PART II
   OTHER INFORMATION
  ITEM 6.
EXHIBITS.
  The following exhibits are filed as part of this report or incorporated by reference:
  Exhibit No.
Description31.1
Certification of Principal Executive Officer filed pursuant to Section 302 of the Sarbanes- Oxley Act of 2002.31.2
Certification of Principal Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1
Certification of Principal Executive Officer and Principal Financial Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
  
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   SIGNATURES
   Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
  SINO GREEN LAND CORPORATIONDate: October 27 , 2010
By: /s/ Xiong LuoXiong Luo, Chief Executive Officer(Principal Executive Officer)Date: October 27 , 2010
By: /s/ Huasong Sheena ShenHuasong Sheena Shen, Chief Financial Officer(Principal Financial Officer and Principal AccountingOfficer)