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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 10Q

(Mark One)

[ x ]QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2010

[ ]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 [ ]

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 [ ]         No [ ]

---

Indicate by check mark whether the registrant is a large accelerated
  filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
  company. See the definitions of large accelerated filer, accelerated
  filer and smaller reporting company in Rule 12b-2 of the Exchange
  Act.

|Large accelerated filer [ ]                   | Accelerated filer [ ]          
|--------------------------------------------- | -------------------------------
|                                              |                                
|Non-accelerated filer [ ]                     | Smaller reporting company [ 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 [ ]         No [ x ]

The number of shares outstanding of each of the issuer's classes
of common stock, as of August 24, 2010 is as follows:

|Class of Securities            | Shares Outstanding
|------------------------------ | ------------------
|Common Stock, $0.001 par value | 136,555,337       

- 2 -

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TABLE OF CONTENTS

|        | PART I                                                                                      |   
|------- | ------------------------------------------------------------------------------------------- | --
|        | FINANCIAL INFORMATION                                                                       |   
|ITEM 1. | FINANCIAL STATEMENTS                                                                        | 4 
|ITEM 2. | MANAGEMENTS DISCUSSION
      AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 29
|ITEM 3. | QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.                           | 40
|ITEM 4. | CONTROLS AND PROCEDURES                                                                     | 40
|        |                                                                                             |   
|        | PART II OTHER INFORMATION                                                                   |   
|ITEM 6. | EXHIBITS.                                                                                   | 42

3

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PART I

FINANCIAL INFORMATION

|ITEM 1. | FINANCIAL STATEMENTS.
|------- | ---------------------

SINO GREEN LAND CORPORATION AND SUBSIDIARIES CONSOLIDATED
FINANCIAL STATEMENTS

|                                                                                                                                                                                   | Page
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----
|Consolidated Balance Sheets
      as of June 30, 2010 (Unaudited) and December 31, 2009 (Restated)                                                                                 | 5   
|Consolidated Statements of Income and Other
      Comprehensive Income for the Three Months and Six Months Ended June 30,
      2010 (Unaudited) and 2009 (Restated and Unaudited) | 6   
|Consolidated Statements of
      Cash Flows for the Six Months Ended June 30, 2010 (Unaudited) and 2009 (Restated
      and Unaudited)                                             | 7   
|Notes to Consolidated Financial Statements
      (Unaudited)                                                                                                                       | 8   

4

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|SINO GREEN LAND CORPORATION AND SUBSIDIARIES
|--------------------------------------------
|CONSOLIDATED BALANCE SHEETS                 
|AS OF JUNE 30, 2010 AND DECEMBER 31, 2009   

|                                                                                                                                                                                                                                                                                         |   | JUNE 30,    |   |   | DECEMBER 31, | 
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | ----------- | - | - | ------------ | 
|                                                                                                                                                                                                                                                                                         |   | 2010        |   |   | 2009         | 
|                                                                                                                                                                                                                                                                                         |   | (Unaudited) |   |   | (Restated)   | 
|ASSETS                                                                                                                                                                                                                                                                                   |  
|                                                                                                                                                                                                                                                                                         |   |             |   |   |              | 
|Current Assets                                                                                                                                                                                                                                                                           |   |             |   |   |              | 
|Cash and cash equivalents                                                                                                                                                                                                                                                                | $ | 4,054,824   |   | $ | 1,987,616    | 
|Accounts receivable, net                                                                                                                                                                                                                                                                 |   | 252,933     |   |   | 171,143      | 
|Due from related parties                                                                                                                                                                                                                                                                 |   | -           |   |   | 1,006        | 
|Inventories                                                                                                                                                                                                                                                                              |   | 4,230       |   |   | 9,934        | 
|Advances-current portion                                                                                                                                                                                                                                                                 |   | 445,735     |   |   | 256,225      | 
|Other current assets                                                                                                                                                                                                                                                                     |   | 135,585     |   |   | 343,169      | 
|Total
      Current Assets                                                                                                                                                                                                                                                               |   | 4,893,306   |   |   | 2,769,093    | 
|                                                                                                                                                                                                                                                                                         |   |             |   |   | -            | 
|Property and Equipment, net                                                                                                                                                                                                                                                              |   | 515,682     |   |   | 547,727      | 
|                                                                                                                                                                                                                                                                                         |   |             |   |   |              | 
|Deposit                                                                                                                                                                                                                                                                                  |   | 367,183     |   |   | 365,647      | 
|                                                                                                                                                                                                                                                                                         |   |             |   |   |              | 
|Advances                                                                                                                                                                                                                                                                                 |   | 7,706,002   |   |   | 4,355,829    | 
|                                                                                                                                                                                                                                                                                         |   |             |   |   |              | 
|Long-term Prepayments                                                                                                                                                                                                                                                                    |   | 21,833,655  |   |   | 18,961,869   | 
|Total
      Assets                                                                                                                                                                                                                                                                       | $ | 35,315,828  |   | $ | 27,000,165   | 
|                                                                                                                                                                                                                                                                                         |   |             |   |   |              | 
|LIABILITIES AND
      SHAREHOLDERS' EQUITY                                                                                                                                                                                                                                               |  
|                                                                                                                                                                                                                                                                                         |   |             |   |   |              | 
|Current Liabilities                                                                                                                                                                                                                                                                      |   |             |   |   |              | 
|Accounts payable and accrued expenses                                                                                                                                                                                                                                                    | $ | 891,421     |   | $ | 1,186,923    | 
|Advances from customers                                                                                                                                                                                                                                                                  |   | 14,687      |   |   | 48,690       | 
|Due to related parties                                                                                                                                                                                                                                                                   |   | 128,673     |   |   | 3,364        | 
|Shares to be issued as stock
      compensation                                                                                                                                                                                                                                          |   | 591,821     |   |   | -            | 
|Derivative liability                                                                                                                                                                                                                                                                     |   | 4,852,185   |   |   | 5,206,567    | 
|Total Current
      Liabilities                                                                                                                                                                                                                                                          |   | 6,478,787   |   |   | 6,445,544    | 
|                                                                                                                                                                                                                                                                                         |   |             |   |   |              | 
|Shareholders' Equity                                                                                                                                                                                                                                                                     |   |             |   |   |              | 
|Preferred stock, par value $.001 per share,
      20,000,000 shares authorized, of which 2,000,000 shares are
      designated as series A convertible preferred stock, with 1,956,000 and
      1,650,000 shares outstanding on June 30, 2010 and December 31,
      2009, respectively |   | 956         |   |   | 650          | 
|Common stock, $0.001 par value,
      780,000,000 shares authorized, 128,943,670 and 104,943,337 issued
      and outstanding as of June 30, 2010 and December 31, 2009,
      respectively                                                                                              |   | 128,944     |   |   | 104,944      | 
|Deferred compensation                                                                                                                                                                                                                                                                    |   | (874,575    | ) |   | -            | 
|Additional paid in capital                                                                                                                                                                                                                                                               |   | 13,175,480  |   |   | 7,736,406    | 
|Other comprehensive income                                                                                                                                                                                                                                                               |   | 947,748     |   |   | 762,504      | 

|Retained earnings                          |   | 15,458,488 |  |   | 11,950,117 | 
|------------------------------------------ | - | ---------- |  | - | ---------- | 
|Total shareholders' equity                 |   | 28,837,041 |  |   | 20,554,621 | 
|                                           |   |            |  |   |            | 
|Total Liabilities and Stockholders' Equity | $ | 35,315,828 |  | $ | 27,000,165 | 



The accompanying notes are integral part of these unaudited consolidated
  financial statements.

5

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|SINO GREEN LAND CORPORATION AND SUBSIDIARIES                   
|---------------------------------------------------------------
|CONSOLIDATED STATEMENTS OF INCOME                              
|FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2010 AND
      2009
|(UNAUDITED)                                                    

|                                                                      |   | THREE MONTHS ENDED |   |   | SIX MONTHS ENDED |  
|--------------------------------------------------------------------- | - | ------------------ | - | - | ---------------- | -
|                                                                      |   | JUNE 30,           |   |   | JUNE 30,         |  
|                                                                      |   | 2010               |   |   | 2009             |  
|                                                                      |   |                    |   |   | (Restated)       |  
|Sales                                                                 | $ | 29,771,125         |   | $ | 21,775,636       |  
|                                                                      |   |                    |   |   |                  |  
|Cost of goods sold                                                    |   | 26,928,570         |   |   | 19,563,887       |  
|                                                                      |   |                    |   |   |                  |  
|Gross profit                                                          |   | 2,842,555          |   |   | 2,211,749        |  
|                                                                      |   |                    |   |   |                  |  
|Operating expenses                                                    |   |                    |   |   |                  |  
|Selling expenses                                                      |   | 373,922            |   |   | 663,933          |  
|General and administrative
      expenses                             |   | 354,186            |   |   | 247,297          |  
|Salary & Wages                                                        |   | 208,660            |   |   | 125,231          |  
|Stock Compensation                                                    |   | 588,196            |   |   | -                |  
|Total operating expenses                                              |   | 1,524,964          |   |   | 1,036,461        |  
|                                                                      |   |                    |   |   |                  |  
|Operating income                                                      |   | 1,317,591          |   |   | 1,175,288        |  
|                                                                      |   |                    |   |   |                  |  
|Other income(expense)                                                 |   |                    |   |   |                  |  
|Interest expenses (income)                                            |   | 337                |   |   | -                |  
|Change in derivative liability                                        |   | 2,626,863          |   |   | 25,471           |  
|Others, net                                                           |   | (2,233             | ) |   | 261,827          |  
|Total other income
      (expense)                                    |   | 2,624,967          |   |   | 287,298          |  
|                                                                      |   |                    |   |   |                  |  
|Net income                                                            |   | 3,942,557          |   |   | 1,462,586        |  
|                                                                      |   |                    |   |   |                  |  
|Other comprehensive income (loss)                                     |   |                    |   |   |                  |  
|Foreign currency
                      
      translation gain (loss) |   | 188,973            |   |   | (140,287         | )
|                                                                      |   |                    |   |   |                  |  
|Comprehensive income                                                  | $ | 4,131,531          |   | $ | 1,322,299        |  

|Net income per share                          |   |             |  |   |            |  |   |             |  |   |            | 
|--------------------------------------------- | - | ----------- |  | - | ---------- |  | - | ----------- |  | - | ---------- | 
|Basic                                         | $ | 0.03        |  | $ | 0.02       |  | $ | 0.03        |  | $ | 0.02       | 
|Diluted                                       | $ | 0.03        |  | $ | 0.02       |  | $ | 0.03        |  | $ | 0.02       | 
|Weighted average number of shares outstanding |   |             |  |   |            |  |   |             |  |   |            | 
|Basic                                         |   | 118,365,892 |  |   | 85,466,388 |  |   | 108,551,381 |  |   | 84,396,563 | 
|Diluted                                       |   | 153,944,387 |  |   | 86,017,744 |  |   | 146,896,474 |  |   | 84,947,919 | 



The accompanying notes are integral part of these unaudited consolidated
  financial statements.

6

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|SINO GREEN LAND CORPORATION AND SUBSIDIARIES   
|-----------------------------------------------
|CONSOLIDATED STATEMENTS OF CASH FLOWS          
|FOR THE SIX MONTHS ENDED JUNE 30, 2010 AND 2009
|(UNAUDITED)                                    

|                                                                                          |   | JUNE 30,   |  
|----------------------------------------------------------------------------------------- | - | ---------- | -
|                                                                                          |   | 2010       |  
|Cash flows from operating activities                                                      |   |            |  
|Net income                                                                                | $ | 3,858,374  |  
|Adjustments to reconcile net
      income to net cash    provided by operating activities |   |            |  
|Depreciation                                                                              |   | 41,138     |  
|Amortization                                                                              |   | 510,549    |  
|Change in
      derivative liability                                                      |   | (354,382   | )
|Stock compensation                                                                        |   | 591,821    |  
|Decrease / (Increase) in current assets                                                   |   |            |  
|Accounts receivable                                                                       |   | (80,760    | )
|Inventories                                                                               |   | 5,723      |  
|Other current assets                                                                      |   | 710,252    |  
|Advances                                                                                  |   | (4,019,243 | )
|Increase (decrease) in current liabilities                                                |   |            |  
|Accounts
      payable & accrued expense                                                  |   | (108,658   | )
|Advances
      from customer                                                              |   | (34,075    | )
|Tax payables                                                                              |   | 589        |  
|Other
      payables                                                                      |   | (116,267   | )
|                                                                                          |   |            |  
|Net cash provided by operating
      activities                                           |   | 1,005,061  |  
|Cash flows from investing activities                                                      |   |            |  
|Acquisition of plant, property, and equipment                                             |   | (6,929     | )
|Long-term
      land lease prepaid expense                                                |   | (3,292,005 | )
|Net cash used in investing
      activities                                               |   | (3,298,934 | )
|Cash flows from financing activities                                                      |   |            |  
|Proceeds from sale of preferred stock, net of                                             |   |            |  

|offering cost                                                                        |   | 350,000   |  |   |         |  
|------------------------------------------------------------------------------------ | - | --------- |  | - | ------- | -
|Proceeds from
      sale of common stock, net of offering cost                       |   | 3,888,804 |  |   | -       |  
|Proceeds
      from loan from related parties                                        |   | 24,701    |  |   | 471,016 |  
|Net cash provided by financing activities                                            |   | 4,263,505 |  |   | 471,016 |  
|                                                                                     |   |           |  |   | -       |  
|Effect of exchange rate change on cash and cash equivalents                          |   | 97,575    |  |   | (668    | )
|                                                                                     |   |           |  |   | -       |  
|Net increase in cash and cash equivalents                                            |   | 2,067,207 |  |   | 82,745  |  
|                                                                                     |   |           |  |   |         |  
|Cash and cash equivalents, beginning balance                                         |   | 1,987,616 |  |   | 544,860 |  
|Cash and cash equivalents, ending balance                                            | $ | 4,054,824 |  | $ | 627,605 |  
|Supplement disclosure of cash flow information                                       |   |           |  |   |         |  
|Interest
      expense paid                                                          | $ | -         |  | $ | -       |  
|Income taxes paid                                                                    | $ | -         |  | $ | -       |  
|Non-cash financing activities:                                                       |   |           |  |   |         |  
|Deemed dividend on preferred stock associated with its beneficial conversion feature |   | 350,000   |  |   | -       |  
|Conversion of preferred stock into common stock                                      | $ | 44,000    |  | $ | -       |  

The accompanying notes are integral part of these unaudited consolidated
  financial statements.

7

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|SINO GREEN LAND CORPORATION AND SUBSIDIARIES              
|----------------------------------------------------------
|NOTES 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, Zhuhai
Organic Region Modern Agriculture Ltd. (Zhuhai Organic) and Guangzhou Organic
Region Agriculture Ltd. (Guangzhou Organic), is engaged in the wholesale
distribution, marketing and sales of premium fruits through wholesale centers
and to supermarkets in China.

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

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

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

The Company is the sole stockholder of Organic Region, a
British Virgin Islands corporation which was incorporated on January 30, 2003.
Organic Region is the sole stockholders of five limited liability companies
organized under the laws of the Peoples Republic of China, each of which is a
wholly foreign-owned entity, known as a WFOE: Zhuhai Organic, Guangzhou Organic,
Fuji Sunrise, Southern International, HK Organic, and Guangzhou Metro Green
Trading Ltd. Guangzhou Metro Green Trading Ltd, wholly owned by Southern
International, was formed on March 31, 2010 and is engaged in the wholesale
distribution, marketing and sales of grocery products, and real estate and
consulting services in China.

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.

8

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The Company has an exclusive agreement with the Companys
  chief operating officer, who is the owner and holder of the business license
  for Guangzhou Greenland Co. Ltd. (Guangzhou Greenland). Pursuant
  to this agreement, Organic Region provides consulting services, including business
  operations, human resources and research and development services, to Mr. Luo
  with respect to Guangzhou Greenland to enable Guangzhou Greenland to operate
  the fruit trading business in China. In exchange for such services, Mr. Luo
  agreed to pay a consulting services fee to Organic Region equal to all of the
  revenues obtained by Guangzhou Greenland. The agreement gave the Company the
  ability to substantially influence Guangzhou Greenlands daily operations
  and financial affairs, appoint its senior executives and approve all matters
  requiring stockholder approval. Mr. Luo also irrevocably granted the Company
  an exclusive option to purchase, to the extent permitted under PRC law, all
  or part of the equity interests in Guangzhou Greenland and agreed to entrust
  all the rights to exercise voting power to the person appointed by the Company.
  Guangzhou Greenland is considered a variable interest entity under ASC 810 (Originally
  issued as FIN 46R), and its financial statements are included in our consolidated
  financial statements. Substantially all of the Companys revenue is derived
  from the business of Guangzhou Greenland. As a result, the Company consolidates
  the financial results of Guangzhou Greenland as variable interest entity pursuant
  to ASC 810 (Originally issued as Financial Interpretation No. 46R, Consolidation
  of Variable Interest Entities FIN 46R).

- Guangzhou Greenland holds the licenses necessary to operate its fruit
  trading business in China.
- The Company has the exclusive privilege to purchase the fruit and
  vegetables from and it provides other general business operation services to
  Guangzhou Greenland in return for a consulting services fee which is equal to
  Guangzhou Greenlands revenue.

2.BASIS OF PRESENTATION AND SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES

Unaudited Interim Financial Information - The accompanying
unaudited financial statements 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. Operating
results for the interim periods are not necessarily indicative of the results
for any future period. These statements should be read in conjunction with the
Company's audited financial statements and notes thereto for the fiscal year
ended December 31, 2009, as restated. See Note 1. The results of the six month
period ended June 30, 2010 are not necessarily indicative of the results to be
expected for the full year ending December 31, 2010.

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.

9

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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 June 30, 2010
and December 31, 2009, the Company had accounts receivable, of $252,933 and
$171,143, net of allowance for bad debts in the amount of $9,283 and $9,244,
respectively.

Other current assets

Other current assets as of June 30, 2010 and December 31, 2009
were valued at $135,585 and $343,169 respectively. The other current assets
mainly comprise of advances to employees and deposit to unrelated party in PRC.
The unsecured loan amount of $292,517, which was included in other current
assets in 2009, has been collected in first quarter of 2010.

Advances

As of June 30, 2010, advances of the Company amounted to
$8,151,737 including current and non current portion, which represents $128,500
prepaid office decoration fee to unrelated party and the rest are advances made
by the Company to an unrelated party in return for an 18 year lease commencing
in 2010. The advances leases are required to be used to construct a multi level
distribution center the Company intends to lease. The non current advances
amounted to$7,706,002 and $4,355,829 as of June 30 2010 and December 31, 2009
respectively.

Deposit

As of June 30, 2010 and December 31, 2009, the Company had deposits
  in the amounts of $367,183 and $365,647, respectively with an unrelated third
  party in connection with the lease described above. The deposit is refundable
  after the expiration of the term of the lease.

10

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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
  $4,230 and $9,934 as of June 30, 2010 and December 31, 2009, 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, 2009, or the period ended June 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.

Stock based compensation

The Company accounts for share-based compensation awards to employees
  in accordance with FASB ASC Topic 718, Compensation  Stock Compensation,
  which requires that share-based payment transactions with employees be measured
  based on the grant-date fair value of the equity instrument issued and recognized
  as compensation expense over the vesting period.

11

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Deferred Compensation

Pursuant to certain share grant agreements, the Company has awarded
  shares of common stock that vest over four-quarter term. Vested but unpaid shares
  are accrued as a liability through compensation expense, whereas unvested shares
  are reflected as a component of equity, and are amortized over the vesting term
  through compensation expense. The changes in fair value of any accrued liabilities
  associated with vested but unpaid awards is reported in operations for the period
  outstanding.

Preferred Stock

On May 14, 2010, the certificate of designation relating to the
series A preferred stock was amended and restated to increase the number of
authorized shares of series A preferred stock from 1,000,000 to 2,000,000
shares. The financial statements give retroactive effect to this amendment.

Deemed Preferred Stock Dividend

The Company records a deemed preferred stock dividend for the
amortization of any discount arising from beneficial conversion features
associated with its preferred shares. Upon issuance, this discount is offset by
a credit to additional paid-in capital, and is generally amortized over its
earliest conversion period. Due to the perpetual nature of the preferred shares
and the immediate conversion rights, the full discount is reflected as a deemed
preferred stock dividend through retained earnings upon issuance.

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.

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.

12

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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):

|                                                          |   | Six month period Ended | 
|--------------------------------------------------------- | - | ---------------------- | 
|                                                          |   | June 30,               | 
|                                                          |   | 2010                   | 
|Net Income                                                | $ | 3,858                  | 
|Less : Deemed Preferred Stock Dividend                    |   | 350                    | 
|Net income available to common shareholders               | $ | 3,508                  | 
|                                                          |   |                        | 
|Weighted average shares of common stock
      outstanding |   | 113,770                | 
|Diluted effect of warrants, options, and preferred stock  |   | 42,510                 | 
|Weighted average shares of common stock 
      diluted   |   | 156,280                | 
|                                                          |   |                        | 
|Earnings per share  basic                                | $ | 0.03                   | 
|Earnings per share -- diluted                             | $ | 0.02                   | 

|           |   | Three month period Ended | 
|---------- | - | ------------------------ | 
|           |   | June 30,                 | 
|           |   | 2010                     | 
|Net Income | $ | 3,943                    | 

|Less : Deemed Preferred Stock Dividend                         |   | -       |  |   | -      | 
|-------------------------------------------------------------- | - | ------- |  | - | ------ | 
|Net income available to common shareholders                    | $ | 3,943   |  | $ | 1,485  | 
|                                                               |   |         |  |   |        | 
|Weighted average shares of common stock outstanding            |   | 118,366 |  |   | 85,466 | 
|Diluted effect of warrants, options, and preferred
      stock |   | 39,743  |  |   | 551    | 
|Weighted average shares of common stock  diluted              |   | 158,109 |  |   | 86,018 | 
|                                                               |   |         |  |   |        | 
|Earnings per share  basic                                     | $ | 0.03    |  | $ | 0.02   | 
|Earnings per share -- diluted                                  | $ | 0.02    |  | $ | 0.02   | 

13

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The warrants that were issued by Organic Region in April 2008
were assumed by the Company in connection with the reverse acquisition, and are
reflected in the number of diluted shares 3,320,004 for the six month period
ended June 30, 2010.

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 six month period ended June 30, 2010 was $0.28
per share. The warrants with $0.11 exercise price and $0.15 exercise price had a
dilutive effect of 6,138,823 and 1,599,777 shares for the six month period ended
June 30, 2010, 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 preferred stock had a dilutive effect of 22,220,160 shares
for the six month period ended June 30, 2010. The warrants with $0.14 exercise
price and $0.25 exercise price had a dilutive effect of 4,973,760 shares and
1,024,571 shares respectively for the six month period ended June 30, 2010. The
preferred stock option had no dilutive effect, for the outstanding options to
purchase 350,000 shares of Series A Preferred Stock at an exercise price of
$1.00 per share of Series A Preferred Stock were exercised on January 5, 2010,
for the six month period ended June 30, 2010.

On January 15, 2010, an option to acquire 2,333,333 of Common
Stock was exercised at a price per share of $0.12. The option, which was granted
on August 7, 2009, was to acquire up to a total of 6,500,000 shares of Common
Stock. In connection with such exercise, the Company issued to such investor
warrants to purchase up to 1,866,667 shares of Common Stock at a price per share
of $0.15 at any time for two years from the date of issuance. Such issuance had
a dilutive effect of 861,419 shares for the six month period ended June 30,
2010. The dilutive effect for the option to purchase the 4,166,667 shares
remaining from the original August 7, 2009 option issuance was 2,371,581 shares
for the six months ended June 30, 2010.

Foreign currency translation

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

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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 has become the source of authoritative accounting principles
generally accepted in the United States recognized by the FASB to be applied to
nongovernmental entities.

In June 2009, the FASB issued ASC 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.

15

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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 were effective for us beginning in the first quarter of fiscal
  year 2010, and have had no impact 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 were 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.

In October 2009, the FASB issued Accounting Standards Update
("ASU") No. 2009-13, "Revenue Recognition (Topic 605): Multiple-Deliverable
Revenue Arrangements (a consensus of the FASB Emerging Issues Task Force)" which
amends ASC 605-25, "Revenue Recognition: Multiple-Element Arrangements." ASU No.
2009-13 addresses how to determine whether an arrangement involving multiple
deliverables contains more than one unit of accounting and how to allocate
consideration to each unit of accounting in the arrangement. This ASU replaces
all references to fair value as the measurement criteria with the term selling
price and establishes a hierarchy for determining the selling price of a
deliverable. ASU No. 2009-13 also eliminates the use of the residual value
method for determining the allocation of arrangement consideration.
Additionally, ASU No. 2009-13 requires expanded disclosures. This ASU will
become effective for us for revenue arrangements entered into or materially
modified on or after April 1, 2011. Earlier application is permitted with
required transition disclosures based on the period of adoption. The Company is
currently evaluating the application date and the impact of this standard on its
financial statements.

In February 2010, FASB issued ASU No. 2010-9 "Subsequent
events (Topic 855)" Amendments to Certain Recognition and Disclosure
Requirements. This update addresses certain implementation issues related to an
entitys requirement to perform and disclose subsequent-events procedures,
removes the requirement that public companies disclose the date of their
financial statements in both issued and revised financial statements. According
to the FASB, the revised statements include those that have been changed to
correct an error or conform to a retrospective application of U.S. GAAP. The
amendments were effective upon issuance of the update, except for the use of the
issued date for conduit debt obligors. That amendment is effective for interim
or annual periods ending after June 15, 2010. The Company does not expect the
adoption of this ASU to have a material impact on the Companys 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 June 30,
  2010 and December 31, 2009:

16

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|                               |   | June 30, |   |   | December 31, |  
|------------------------------ | - | -------- | - | - | ------------ | -
|                               |   | 2010     |   |   | 2009         |  
|Manufacturing machinery        | $ | 407,812  |   | $ | 403,822      |  
|Office equipment               |   | 42,526   |   |   | 40,591       |  
|Motor vehicle                  |   | 24,382   |   |   | 24,143       |  
|Leasehold Improvement          |   | 489,638  |   |   | 484,848      |  
|Total                          |   | 964,358  |   |   | 953,044      |  
|                               |   |          |   |   |              |  
|Less: Accumulated Depreciation |   | (448,676 | ) |   | (405,677     | )
|Property & Equipment, net      | $ | 515,682  |   | $ | 547,727      |  

Depreciation expenses for the three month period ended June 30,
2010 and 2009 were 20,500 and $21,078, respectively. Depreciation expenses for
the six month period ended June 30, 2010 and 2009 were 41,138 and $42,088,
respectively.

4.DUE FROM/(TO) RELATED PARTIES

Amounts due from related parties amounted to $0 and $1,006 as
of June 30, 2010 and December 31, 2009, respectively. The amount due is interest
free, unsecured and due on demand. The Company has collected such amounts as of
June 30, 2010.

Amounts due to related parties amounted to $128,673 and $3,364
as of June 30, 2010 and December 31, 2009, respectively. The Company has a
balance due to one shareholder and director of the Company amounting to $128,673
as of June 30, 2010. The amount due is interest free, unsecured and due on
demand.

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

5. LONG-TERM PREPAYMENTS

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

The Company acquired one new land lease, for which our long
term prepayments totaled $3,292,005 during the six months ended June 30, 2010 by
paying $3,292,005.

Guangzhou Greenland uses the straight-line method to amortize
the long-term prepayments over the life of the contracts. As of June 30, 2010
and December 31, 2009, the Company has long-term prepayments (net) in the amount
of $21,833,655 and $18,961,869, respectively.

The details of long-term prepayments are listed below as of June
  30, 2010 and December 31, 2009:

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|                           |   | June 30,   |   |   | December       |  
|-------------------------- | - | ---------- | - | - | -------------- | -
|                           |   | 2010       |   |   | 31,
      2009 |  
|Long-term prepayment cost | $ | 24,378,715 |   | $ | 20,996,380     |  
|Accumulated amortization   |   | (2,545,060 | ) |   | (2,034,511     | )
|Net                        | $ | 21,833,655 |   | $ | 18,961,869     |  

Amortization expenses for the three month period ended June 30,
2010 and 2009 were $288,237 and $174,858. Amortization expenses for the six
month period ended June 30, 2010 and 2009 were $510,549 and $349,719.

Amortization expenses for the next five years after June 30,
2010 are approximately as follows:

|Remainder of 2010 | $ | 510,549    | 
|----------------- | - | ---------- | 
|2011              |   | 1,021,097  | 
|2012              |   | 1,021,097  | 
|2013              |   | 1,021,097  | 
|2014              |   | 1,021,097  | 
|Thereafter        | $ | 17,238,718 | 
|Total             |   | 21,833,655 | 

6.ACCOUNTS PAYABLE AND ACCRUED
EXPENSES

Accounts payable and accrued expenses comprised the following
as of June 30, 2010 and December 31, 2009:

|                     |   | June 30, |  |   | December       | 
|-------------------- | - | -------- |  | - | -------------- | 
|                     |   | 2010     |  |   | 31,
      2009 | 
|Accounts payable     | $ | 401,022  |  | $ | 385,726        | 
|Accrued payroll      |   | 104,275  |  |   | 130,542        | 
|Accrued expenses     |   | 381,195  |  |   | 465,895        | 
|Advance subscription |   | -        |  |   | 180,526        | 
|Other payable        |   | 9,266    |  |   | 24,234         | 
|                     | $ | 895,758  |  | $ | 1,186, 923     | 

7.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 June 30, 2010, the Company accrued the value of 70,833 shares,
reflecting the shares that were due to such director for the fiscal quarter
ended June 30, 2010. The shares have not been issued through June 30, 2010. For
the six months ended June 30, 2010, $7,250 was recorded as an expense for 25,000
shares to be issued to the director which are part of shares to be issued in the
accompanying balance sheet.

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

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Sales of Securities

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. These
6,500,000 shares of option were purchased in August 2009. The warrants may be
exercised through August 3, 2011. The warrant holders have cashless exercise
rights, 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; (ii) issued five-year warrants to purchase
10,000,000 shares of common stock at an exercise price of $0.14 per share and
10,000,000 shares of common stock at an exercise price of $0.25 per share, for
which the Company received a total of $1,000,000 and (iii) granted the investors
an option to purchase up to 1,000,000 additional shares of series A preferred
stock at a purchase price of $1.00 per share of series A preferred stock through
February 10, 2010. This option was exercised in December 2009 and February 2010.
The issuance of the 1,000,000 shares of series A preferred stock upon exercise
of the option was subject to an amendment to the certificate of designation
which increases the authorized series A preferred stock from 1,000,000 shares to
2,000,000 shares. The amendment was filed on May 14, 2010, and the shares of
series A preferred stock were retroactively deemed outstanding from the date the
option was exercised. Each share of Series A Preferred Stock is convertible into
11.36 shares of common stock. The conversion price is subject to certain
adjustments. Pursuant to the December 2009 and January 2010 share issuances, the
financing proceeds were allocated to the associated beneficial conversion
features 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.

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

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

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

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

- The Company would maintain its listing on the OTC Bulletin Board or a
  national stock exchange; provided that if the Company is 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.

19

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- The Company would cancel any outstanding preferred stock and, prior to
  August 7, 2012, not issue additional shares of preferred stock, other than
  pursuant to the purchase agreement or sales at a price of $0.135 per share on
  an as-converted basis.
- The Company would have outstanding convertible debt converted into either a
  straight loan with a reasonable payment schedule or converted into common
  stock at a price of not less than $0.085 per share.
- With certain exceptions, if, prior to August 7, 2011, the Company issues
  stock at a price less than the conversion price of the Series A Preferred
  Stock, which is presently $0.088 per share, then the conversion price of the
  Series A Preferred Stock would be reduced to the lower price at which such
  shares were sold.
- If the Companys net income, as defined, is less than $0.045 per share on a
  fully-diluted basis, then the conversion price will be reduced by the
  percentage shortfall, subject to a maximum reduction of 40%. The Companys net
  income for 2009, as defined, exceeded the target amount, and no adjustment was
  made in the conversion rate of the Series A Preferred Stock or in the exercise
  price of the warrants pursuant to similar provisions in the warrants. Pursuant
  to this provision, the proceeds received on financing transactions involving
  preferred shares issued with warrants were allocated to a warrant liability at
  fair value, and changes in value are reflected in the income statement for
  each period presented.

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

On May 27, 2010, the Company sold 17,000,000 shares of common
stock for $3,400,000 at a price per share of $0.20. The offering cost was
$291,237 as of June 30. 2010, and is reflected as a reduction of equity. In case
of the investors in the United States (to whom 3,375,000 shares were issued for
proceeds of $675,000), there was a price adjustment clause stating that from
the date hereof until such time as no Purchaser holds any of the Securities, the
Company closes on the sale of a note or notes, shares of Common Stock, or shares
of any class of Preferred Stock at a price per share of Common Stock, or with a
conversion right to acquire Common Stock at a price per share of Common Stock,
that is less than the Purchase Price per share (as adjusted to the
capitalization per share as of the Closing Date, following any stock splits,
stock dividends, or the like), the Company shall issue additional shares of
common stock to the Investors to make it equal to such lower price per
share.

On January 15, 2010, an option to acquire 2,333,333 of Common
Stock was exercised at a price per share of $0.12 with total proceeds of
$279,786. Pursuant to the terms of the option, the Company issued to such
investor warrants to purchase up to 1,866,667 shares of Common Stock at a price
per share of $0.15 at any time for two years from the date of issuance; under
the Black Scholes model, the fair market value for the warrants, which are
reflected as a component of paid-in capital, is $281,792.

On February 24, 2010, one investor converted 44,015 shares of
  convertible preferred stock into 500,000 shares of Common Stock.

20

---

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

On June 21, 2010, the Company issued an aggregate of 7,195,000
shares of its common stock to several of the Company's employees and advisors in
exchange for services provided to the Company by the Grantees. Of the shares
that were issued, the rights to 2,882,500 shares vested on June 21, 2010, and
the rights to the remaining 4,312,500 shares will vest in equal installment
three, six and nine months from the date of grant. The stock compensation
expense for the quarter ended June 30, 2010 was $584,571, and is reflected as a
liability in the accompanying financial statements which will be adjusted to its
current value at each reporting date through the income statement.

On April 23, 2008, Organic Region issued four 18% convertible
notes to various investors in the total amount of $500,000. The notes were due
on April 23, 2009. As part of the transaction in which the notes were issued,
Organic Region also issued to the investors warrants that were to be assumed by
the Company upon the completion of the reverse acquisition. The warrants were
assumed by the Company in connection with the reverse acquisition, and are
reflected as warrant liabilities in the accompanying financial statements at
fair value, with changes in value reflected in the income statement each period.
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.

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

These warrants also provide that they may not be exercised if
such exercise would result in the holder and its affiliates having beneficial
ownership of more than 9.99% of the Companys outstanding common stock. The
warrants holders were entitled to purchase up to $500,000 of the Companys
equity securities for 115% of the lowest cash purchase price paid for the
securities by the investors in the financing.

Warrants

|                               |  |             |  |  |             |  |  | Weighted |  |  | Average     | 
|------------------------------ |  | ----------- |  |  | ----------- |  |  | -------- |  |  | ----------- | 
|                               |  |             |  |  |             |  |  | Average  |  |  | Remaining   | 
|                               |  | Warrants    |  |  | Warrants    |  |  | Exercise |  |  | Contractual | 
|                               |  | Outstanding |  |  | Exercisable |  |  | Price    |  |  | Life        | 
|Outstanding, December 31, 2007 |  | -           |  |  | -           |  |  | -        |  |  | -           | 
|Granted                        |  | 5,115,090   |  |  | 5,115,090   |  |  | 0.098    |  |  | 4.11        | 
|Forfeited                      |  | -           |  |  | -           |  |  | -        |  |  | -           | 
|Exercised                      |  | -           |  |  | -           |  |  | -        |  |  | -           | 
|Outstanding, December 31, 2008 |  | 5,115,090   |  |  | 5,115,090   |  |  | 0.098    |  |  | 4.11        | 
|Granted                        |  | 33,612,120  |  |  | 33,612,120  |  |  | 0.16     |  |  | 2.85        | 
|Forfeited                      |  | -           |  |  | -           |  |  | -        |  |  | -           | 
|Exercised                      |  | -           |  |  | -           |  |  | -        |  |  | -           | 
|Outstanding, December 31, 2009 |  | 38,727,210  |  |  | 38,727,210  |  |  | 0.15     |  |  | 3.01        | 

|Granted                    |  | 1,866,667  |  |  | 1,866,667  |  |  | 0.15 |  |  | 1.51 | 
|-------------------------- |  | ---------- |  |  | ---------- |  |  | ---- |  |  | ---- | 
|Forfeited                  |  |            |  |  |            |  |  |      |  |  |      | 
|Exercised                  |  |            |  |  |            |  |  |      |  |  |      | 
|Outstanding, June 30, 2010 |  | 40,593,877 |  |  | 40,593,877 |  |  | 0.15 |  |  | 2.95 | 

21

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Stock options

The preferred stock option activity was as follows:

|                               |  |             |  |   | Weighted |  |   |           | 
|------------------------------ |  | ----------- |  | - | -------- |  | - | --------- | 
|                               |  |             |  |   | Average  |  |   | Aggregate | 
|                               |  | Options     |  |   | Exercise |  |   | Intrinsic | 
|                               |  | outstanding |  |   | Price    |  |   | Value     | 
|Outstanding, December 31, 2008 |  | -           |  |   | -        |  |   | -         | 
|Granted                        |  | 1,000,000   |  | $ | 1.00     |  | $ | 909,091   | 
|Forfeited                      |  | -           |  |   | -        |  |   | -         | 
|Exercised                      |  | 650,000     |  |   | 1.00     |  |   | 590,909   | 
|Outstanding, December 31, 2009 |  | 350,000     |  | $ | 1.00     |  | $ | 318,182   | 
|Granted                        |  | -           |  |   | -        |  |   | -         | 
|Forfeited                      |  | -           |  |   | -        |  |   | -         | 
|Exercised                      |  | 350,000     |  |   | 1.00     |  |   | 318,182   | 
|Outstanding, June 30, 2010     |  | -           |  |   | -        |  |   | -         | 

The exercise of the option to purchase the series A preferred
stock was made, and the exercise price was received, subject to an amendment to
the certificate of amendment to the certificate of designation for the series A
convertible preferred stock, which was filed on May 14, 2010.

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 measurement using inputs |  |  | Carrying amount at | 
|--------------------- |  | ----------------------------------- |  |  | ------------------ | 
|Financial instruments |  | Level 1                             |  |  | Level 2            | 

|Liabilities:                      |   |   |  |   |           |  |   |   |  |   |           | 
|--------------------------------- | - | - |  | - | --------- |  | - | - |  | - | --------- | 
|Derivative instruments - Warrants | $ |  |  | $ | 4,852,185 |  | $ |  |  | $ | 4,852,185 | 
|Total                             | $ |  |  | $ | 4,852,185 |  | $ |  |  | $ | 4,852,185 | 

22

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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 Warrants $0.14 |  |   | Series A Warrants$0.25 | 
|----------------------------- | - | ----------------------- |  | - | ----------------------- |  | - | ---------------------- | 
|                              |   | June 30,                |  |   | December 31,            |  |   | June 30,               | 
|                              |   | 2010                    |  |   | 2009                    |  |   | 2010                   | 
|Market price of common stock: | $ | 0.25                    |  | $ | 0.25                    |  | $ | 0.25                   | 
|Exercise price:               | $ | 0.098                   |  | $ | 0.098                   |  |   | 0.14                   | 
|Expected term (years):        |   | 4.11                    |  |   | 4.60                    |  |   | 4.11                   | 
|Dividend yield:               |   |                        |  |   |                        |  |   | -                      | 
|Expected volatility:          |   | 104.19%                 |  |   | 120.82%                 |  |   | 104.19%                | 
|Risk-free interest rate:      |   | 1.50%                   |  |   | 1.50%                   |  |   | 1.75%                  | 

As of August 24, 2010, 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.

8.INCOME TAXES

The Companys operations are conducted solely in the PRC. It
does not conduct any operations in the United States or The British Virgin
Islands and is not subject to income tax in either jurisdiction. For certain
entities in PRC, the Company has incurred net accumulated operating losses. The
Company has net operating losses amounted of $34,119 and $7,686, respectively,
as of June 30, 2010 and 2009 for these entities. The Company believes that it is
more likely than not that these net accumulated operating losses generated in
these entities will not be utilized in the future. Therefore, the Company has
provided full valuation allowance for the deferred tax assets arising from the
losses at these locations as of June 30, 2010 and 2009. 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 Organic has a two year income tax
exemption in 2008 and 2009 and will have a 50% tax reduction from 2010 to 2012.
For the six months ended June 30, 2010, Guangzhou Organic had a net loss.
Guangzhou Greenland in PRC which had net income from operations for the six
months ended June 30, 2010 is exempted from income tax according to tax law of
PRC. The other two subsidiaries got net losses from business operation.
Therefore, the Company does not have a provision for income tax. The following
is a reconciliation of the provision for income taxes at the tax rates of BVI
and PRC to the income taxes reflected in the Statement of Operations for the six
months ended June 30, 2010 and 2009.

|                                      |  | 2010  |  |  | 2009  | 
|------------------------------------- |  | ----- |  |  | ----- | 
|U.S. statutory rate                   |  | 35 %  |  |  | 35 %  | 
|Foreign income not recognized in U.S. |  | (35)% |  |  | (35)% | 
|PRC income tax                        |  | 25 %  |  |  | 25 %  | 

|Exempt from income tax     |  | (12.5)% |  |  | (25)% | 
|-------------------------- |  | ------- |  |  | ----- | 
|Less : Valuation Allowance |  | (12.5)% |  |  | 0 %   | 
|Tax expense at actual rate |  | 0 %     |  |  | 0 %   | 

23

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Sino Green Land, Inc. was incorporated in the United States and
has incurred estimated accumulated net operating losses of $3,625 as of June 30,
2010 for the tax purposes. The estimated net operating loss carry forwards for
United States income taxes amounted to $3,625 which may be available to reduce
future years taxable income. These carry forwards will expire, if not utilized,
from 2030. Management believes that the realization of the benefits from these
losses appears uncertain due to the Companys limited operating history and
continuing losses for United States income tax purposes. Accordingly, the
Company has provided a 100% valuation allowance on the deferred tax benefit to
reduce the asset to zero. The net change in the valuation allowance for the
period ended June 30, 2010 was $3,625 and the valuation allowance as of June 30,
2010 amounted to $3,625.

The Company has cumulative undistributed earnings of foreign
subsidiaries of approximately $15,458,488 as of June 30, 2010, is included in
consolidated retained earnings and will continue to be indefinitely reinvested
in international operations. Accordingly, no provision has been made for U.S.
deferred taxes related to future repatriation of these earnings, nor is it
practicable to estimate the amount of income taxes that would have to be
provided if the Company concluded that such earnings will be remitted in the
future.

9.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.

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

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

No customers accounted for more than 10% of the total net
revenue for the six months ended June 30, 2010 and 2009.

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

Three vendors provided 83.9%, 10.3% and 5.5%of the goods to the
Company during the six months ended June 30, 2010. Accounts payable to these
vendors amounted $0 as of June 30, 2010. Three vendors provided 84.8%, 7.8% and
6.5% of the goods to the Company during the six month periods ended June 30,
2009. Accounts payable to these vendors amounted $0 on June 30, 2009.

24

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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.

10.COMMITMENT

Operating Leases

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

The Company incurred rent expenses of $33,169and $25,820 for
the three months ended June 30, 2010 and 2009. The Company incurred rent
expenses of $70,213and $56,624 for the six months ended June 30, 2010 and 2009.

The rent expenses for the five years after June 30, 2010 are as
follows:

|1 year after | $ | 94,935    | 
|------------ | - | --------- | 
|2 year after |   | 158,320   | 
|3 year after |   | 163,451   | 
|4 year after |   | 166,326   | 
|5 year after |   | 167,097   | 
|Thereafter   |   | 363,004   | 
|             | $ | 1,107,913 | 

11.SUBSEQUENTS EVENTS

On July 1, 2010, in connection with the election of two new
board members, we entered into director agreements pursuant to which we will
issue to each of the new directors 25,000 shares of common stock for every three
month period of their directorship.

On July 28, 2010, two investors exercised their option to
acquire 4,166,667 shares of common stock at $0.12 per share. Pursuant to the
option agreement, upon such exercise, the Company issued a warrant to purchase
3,333,333 shares of common stock at an exercise price of $0.15. The exercise
price of the option was $500,000.

On August 4, 2010, one investor converted 396,127 shares of
series A preferred shares to 4,500,003 shares of common stock.

25

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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 Reports on Form 10-K for the years ended December 31, 2009
and 2008, respectively, and Quarterly Reports for the quarters ended March 31,
2010, September 30, June 30 and March 31, 2009, and September 30 and June 30,
2008, 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
  statements for 2009 and 2008, and in the restated September 30, 2010 10-Q
  filing. The settlement occurred in August 2009, and therefore does not affect
  the income statements presented. 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

The Companys management has determined that as a result of such accounting
  matters, its reported net income was overstated by $3,529,126 for the year ended
  December 31, 2009 and understated by $112,650 for the year ended December 31,
  2008.

26

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Set forth below is a comparative presentation of the balance
sheet and income statement as of and for the years ended December 31, 2009 and
2008 as restated and as initially reported in the Companys Reports on Form 10-K
previously filed with the Securities and Exchange Commission. These financial
statements include the restated balance sheet as of December 31, 2009.

SINO GREEN LAND CORPORATION AND SUBSIDIARIES

|                                                          |   | As reported |   |   | As Restated |   |   | As reported |   |   | As Restated |  
|--------------------------------------------------------- | - | ----------- | - | - | ----------- | - | - | ----------- | - | - | ----------- | -
|                                                          |   | 12/31/2009  |   |   | 12/31/2009  |   |   | 12/31/2008  |   |   | 12/31/2008  |  
|BALANCE SHEET:                                            |   |             |   |   |             |   |   |             |   |   |             |  
|Convertible debenture                                     | $ |             |   | $ |             |   | $ | 313,627     |   | $ | 360,710     |  
|                                                          |   |             |   |   |             |   |   |             |   |   |             |  
|Derivative liability                                      |   |             |   |   | 5,206,567   |   |   |             |   |   | 340,266     |  
|                                                          |   |             |   |   |             |   |   |             |   |   |             |  
|Additional Paid-in Capital                                |   | 10,119,540  |   |   | 7,735,406   |   |   | 5,419,351   |   |   | 4,919,351   |  
|                                                          |   |             |   |   |             |   |   |             |   |   |             |  
|Retained earnings                                         |   | 14,772,550  |   |   | 11,950,117  |   |   | 9,463,133   |   |   | 9,575,783   |  
|                                                          |   |             |   |   |             |   |   |             |   |   |             |  
|INCOME STATEMENT:                                         |   |             |   |   |             |   |   |             |   |   |             |  
|Other Income (Expense)                                    |   |             |   |   |             |   |   |             |   |   |             |  
|Interest expense                                          |   | (353,973    | ) |   | (63,882     | ) |   | (133,650    | ) |   | (133,650    | )
|Loss on deb extinguishment                                |   |             |   |   | (139,289    | ) |   |             |   |   |             |  
|Benefical conversion feature expense                      |   | (153,425    | ) |   |             |   |   | (393,345    | ) |   |             |  
|Change in derivative liability                            |   | -           |   |   | (3,866,300  | ) |   | 46,770      |   |   | (200,977    | )
|Net income                                                |   | 6,553,460   |   |   | 3,024,334   |   |   | 4,601,367   |   |   | 4,714,017   |  
|Deemed preferred Stock dividend                           |   | (1,244,043  | ) |   | (650,000    | ) |   | -           |   |   | -           |  
|Net income (loss) applicable to common
      shareholders |   | 5,309,417   |   |   | 2,374,334   |   |   | 4,601,367   |   |   | 4,714,017   |  
|Other comprehensive loss:                                 |   |             |   |   |             |   |   |             |   |   |             |  
|Foreign currency translation gain/(loss)                  |   | (313,469    | ) |   | (313,469    | ) |   | 777,795     |   |   | 777,795     |  
|Comprehensive income (loss)                               | $ | 4,995,948   |   |   | 2,060,865   |   |   | 5,379,162   |   |   | 5,491,812   |  
|Net income (loss) per share:                              |   |             |   |   |             |   |   |             |   |   |             |  
|Basic                                                     | $ | 0.06        |   | $ | 0.03        |   | $ | 0.06        |   | $ | 0.06        |  
|Diluted                                                   | $ | 0.05        |   | $ | 0.02        |   | $ | 0.06        |   | $ | 0.06        |  
|Weighted average number of shares
      outstanding       |   |             |   |   |             |   |   |             |   |   |             |  

|Basic   |  | 89,772,302  |  |  | 89,772,302  |  |  | 81,648,554 |  |  | 81,648,554 | 
|------- |  | ----------- |  |  | ----------- |  |  | ---------- |  |  | ---------- | 
|Diluted |  | 117,579,469 |  |  | 117,579,469 |  |  | 81,648,554 |  |  | 81,648,554 | 

27

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For the three and six months ended June 30, 2009

|                                                          |   | As reported |   |   | As Restated |   |   | As reported |   |   | As Restated |  
|--------------------------------------------------------- | - | ----------- | - | - | ----------- | - | - | ----------- | - | - | ----------- | -
|                                                          |   | 3/31/2009   |   |   | 3/31/2009   |   |   | 6/30/2009   |   |   | 6/30/2009   |  
|BALANCE SHEET:                                            |   |             |   |   |             |   |   |             |   |   |             |  
|Convertible debenture                                     | $ | 461,120     |   | $ | 360,710     |   | $ | 483,494     |   | $ | 360,710     |  
|                                                          |   |             |   |   |             |   |   |             |   |   |             |  
|Derivative liability                                      |   | -           |   |   | 379,066     |   |   | -           |   |   | 314,795     |  
|                                                          |   |             |   |   |             |   |   |             |   |   |             |  
|                                                          |   |             |   |   |             |   |   |             |   |   |             |  
|Additional Paid-in Capital                                |   | 5,417,686   |   |   | 4,917,686   |   |   | 5,413,520   |   |   | 5,083,387   |  
|                                                          |   |             |   |   |             |   |   |             |   |   |             |  
|Retained earnings                                         |   | 9,818,362   |   |   | 10,039,705  |   |   | 11,402,970  |   |   | 11,541,091  |  
|                                                          |   |             |   |   |             |   |   |             |   |   |             |  
|INCOME STATEMENT:                                         |   |             |   |   |             |   |   |             |   |   |             |  
|                                                          |   |             |   |   |             |   |   |             |   |   |             |  
|Other Income (Expense)                                    |   | (284,248    | ) |   | (261,755    | ) |   |             |   |   |             |  
|Interest expense                                          |   | (22,500     | ) |   | (22,500     | ) |   | (22,500     | ) |   | (22,500     | )
|                                                          |   |             |   |   |             |   |   |             |   |   |             |  
|Beneficial conversion feature expense                     |   | (125,000    | ) |   | -           |   |   | -           |   |   | -           |  
|Change in derivative liability                            |   | -           |   |   | (38,800     | ) |   | 0           |   |   | (13,329     | )
|Net income                                                |   | 355,229     |   |   | 463,922     |   |   | 1,939,837   |   |   | 1,926,508   |  
|                                                          |   |             |   |   |             |   |   |             |   |   |             |  
|                                                          |   |             |   |   |             |   |   |             |   |   |             |  
|Net income (loss) applicable to
      common shareholders |   | 355,229     |   |   | 463,922     |   |   | 1,939,837   |   |   | 1,926,508   |  
|                                                          |   |             |   |   |             |   |   |             |   |   |             |  
|Other comprehensive loss:                                 |   |             |   |   |             |   |   |             |   |   |             |  
|Foreign currency translation gain/(loss)                  |   | (26,941     | ) |   | (26,941     | ) |   | (167,228    | ) |   | (167,228    | )
|Comprehensive income (loss)                               | $ | 328,288     |   |   | 436,981     |   |   | 1,772,609   |   |   | 1,759,280   |  
|                                                          |   |             |   |   |             |   |   |             |   |   |             |  
|Net income (loss) per share:                              |   |             |   |   |             |   |   |             |   |   |             |  
|                                                          |   |             |   |   |             |   |   |             |   |   |             |  
|Basic                                                     | $ | 0.00        |   | $ | 0.01        |   | $ | 0.02        |   | $ | 0.02        |  
|                                                          |   |             |   |   |             |   |   |             |   |   |             |  
|Diluted                                                   | $ | 0.00        |   | $ | 0.01        |   | $ | 0.02        |   | $ | 0.02        |  
|                                                          |   |             |   |   |             |   |   |             |   |   |             |  
|Weighted average number of shares
      outstanding Basic |   | 83,314,851  |   |   | 83,314,851  |   |   | 84,396,563  |   |   | 84,396,563  |  

|Diluted |  | 83,866,207 |  |  | 83,866,207 |  |  | 84,947,919 |  |  | 84,947,919 | 
|------- |  | ---------- |  |  | ---------- |  |  | ---------- |  |  | ---------- | 

28

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ITEM 2 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

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.

We have recently introduced a line of vegetable products, which
we process and distribute to end users. However, our revenue from vegetables has
been nominal through March 31, 2010.

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.

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 during the period from 2005 to 2010. 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 March 31, 2010, we had paid a total of $24.3
  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.

29

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Commencing in the first quarter of 2010, we began to export food
  products, with our initial export sales being made to Australia. To date, revenue
  from exports has not constituted more than a nominal portion of our revenue.

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
March 31, 2009, we had paid approximately $5.3 million in connection with the
construction of this hub from cash generated by our operations and from funds
which we raised in 2009 and early 2010. We anticipate completing the
construction of the hub by the end of 2010 and to begin the operations of our
new green foods product line in 2011. We anticipate that the total investment to
launch this business will be $15 million, which includes construction costs of
approximately $9 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 2009, we expended approximately $3.4 million to purchase additional
leases and in the six months ended June 30, 2010, we expended an additional $3.3
million to purchase an additional lease. 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. To the extent that we devote
resources to our proposed green foods hub, we may have to reduce the amount we
spend for additional farmland, which could adversely affect the growth of our
produce business.

We have commenced construction of our green foods distribution
hub in the Guangdong wholesale market at an estimated cost of approximately $15
million, of which we paid approximately $8 million as of July 31, 2010 toward
the construction of the hub. These funds were generated from our operations and
the sale of our equity securities. We have no commitment from any party to
provide funding 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.

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.

30

---

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 second half of 2009 accounted for approximately 63% of our
revenue for 2009, and 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. Sales of tangerine oranges were nominal during the third quarter of
2009.

Because of the large number of green foods products which we
plan to distribute through at our green foods distribution hub, there will be
many different seasons for the different products we operate. We cannot predict
at this time how the seasonality of the various products we propose to sell will
affect our overall profitability.

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 off in 2009, the warrants remain outstanding.

31

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The Series A preferred shares issue in 2009 and 2010 contain
  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.

As described in Note 1 of Notes to Consolidated Financial
Statements in this quarterly report, our balance sheet at December 31, 2009 and
our statements of income and comprehensive income for the three and six months
ended June 30, 2009 and our audited balance sheet at December 31, 2009 have been
restated to reflect the derivative liability and the effect of changes in
derivative liability.

Results of Operations

The following table sets forth information relating to our
products for the six months ended June 30, 2010 and the years ended December 31,
2009 and 2008 (dollars in thousands):

|Period                       |  | Product           |  |   | Sales   |  |  | Percentage |  |   | Cost of Sales |  |   | Gross Profit |  
|---------------------------- |  | ----------------- |  | - | ------- |  |  | ---------- |  | - | ------------- |  | - | ------------ | -
|Six Months Ended             |  | Fuji Apples       |  | $ | 53,067  |  |  | 83.8%      |  | $ | 47,582        |  | $ | 5,486        |  
|June 30, 2010                |  | Emperor Bananas   |  |   | 6,690   |  |  | 10.6%      |  |   | 5,833         |  |   | 856          |  
|                             |  | Tangerine Oranges |  |   | 3,502   |  |  | 5.5%       |  |   | 3,090         |  |   | 412          |  
|                             |  | Vegetables        |  |   | 69      |  |  | 0.1%       |  |   | 56            |  |   | 13           |  
|                             |  | Total             |  | $ | 63,327  |  |  |            |  | $ | 56,560        |  | $ | 6,767        |  
|                             |  |                   |  |   |         |  |  |            |  |   |               |  |   |              |  
|Year Ended December 31, 2009 |  | Fuji Apples       |  | $ | 92,027  |  |  | 85.2%      |  | $ | 82,258        |  | $ | 9,769        |  
|                             |  | Emperor Bananas   |  |   | 9,872   |  |  | 9.1%       |  |   | 8,618         |  |   | 1,255        |  
|                             |  | Tangerine Oranges |  |   | 5,575   |  |  | 5.2%       |  |   | 4,937         |  |   | 638          |  
|                             |  | Vegetables        |  |   | 572     |  |  | 0.5%       |  |   | 496           |  |   | 76           |  
|                             |  | Total             |  | $ | 108,045 |  |  |            |  | $ | 96,308        |  | $ | 11,737       |  
|                             |  |                   |  |   |         |  |  |            |  |   |               |  |   |              |  
|Year Ended December 31, 2008 |  | Fuji Apples       |  | $ | 63,682  |  |  | 86.6%      |  | $ | 57,130        |  |   | 6,552        |  
|                             |  | Emperor Bananas   |  |   | 5,199   |  |  | 7.1%       |  |   | 4,533         |  |   | 666          |  
|                             |  | Tangerine Oranges |  |   | 4,289   |  |  | 5.8%       |  |   | 3,767         |  |   | 522          |  
|                             |  | Vegetables        |  |   | 392     |  |  | 0.5%       |  |   | 395           |  |   | (3           | )
|                             |  | Total             |  | $ | 73,563  |  |  |            |  | $ | 65,825        |  | $ | 7,737        |  

* Percentages may not total 100% because of rounding.

32

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Three Months Ended June 30, 2010 and June 30, 2009

The following table sets forth the key components of our
results of operations for the three months ended June 30, 2010 and 2009, in
thousands of U.S. dollars and as a percentage of sales:

|                                         |   | Three Months Ended June 30, | 
|---------------------------------------- | - | --------------------------- | 
|                                         |   | 2010                        | 
|                                         |   | U.S.                        | 
|                                         |   | Dollars                     | 
|                                         |   | (thousands)                 | 
|Sales                                    | $ | 29,771                      | 
|Cost of Sales                            |   | 26,929                      | 
|Gross Profit                             |   | 2,843                       | 
|Operating Expenses                       |   |                             | 
|Selling Expenses                         |   | 374                         | 
|Administrative Expenses                  |   | 354                         | 
|Salary & Wages                           |   | 212                         | 
|Stock Compensation                       |   | 585                         | 
|Operating Income                         |   | 1,318                       | 
|Interest Expenses                        |   | -                           | 
|Change in derivative
      liability     |   | 2,627                       | 
|Other (loss), net                        |   | 2,625                       | 
|Income Before Income Taxes               |   | 3,943                       | 
|Net income                               |   | 3,943                       | 
|Foreign Currency translation gain (loss) |   | 189                         | 
|Comprehensive income                     |   | 4,132                       | 

Sales. Sales increased approximately $8 million,
or 36.7%, to approximately $29.8 million in the three months ended June 30, 2010
from approximately $21.8 million in the three months ended June 30, 2009.

Sales of our Fuji apples increased by 31.4% in the three months
ended June 30, 2010 as compared to the three months ended June 30, 2009. Of this
increase, 56.9% is attributable to increased sales volume and 43.1 % of this
increase is attributable to increases in the average sales price because our
apples were of a higher quality which resulted in an increased sales price.
Sales of our emperor bananas increased by 92.4% in the three months ended June
30, 2010 as compared to the three months ended June 30, 2009 as a result of
additional 833 acres new banana farmland leases, and higher demand of banana in
2010. Sales of our tangerine oranges increased by 92.4% in the three months
ended June 30, 2010 as compared to the three months ended June 30, 2009. During
the three months ended June 30, 2009 our sales had decreased significantly due
to a fruit insect disease which affected sales of our tangerine oranges during
the period. This disease did not affect our tangerine oranges during the three
months ended June 30, 2010.

Our sales volume increased by an aggregate of 6,257 tons in the
three months ended June 30, 2010 as compared to the three months ended June 30,
2009 because we leased an additional 3,222 acres of land from the farming
cooperative that supplies us with Fuji apples, and 833 acres of land from the
farming cooperative that supplies us with emperor bananas during the second half
of 2009 and the first quarter of 2010.

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 $7.4 million,
  or 37.6 %, to approximately $26.9 million in the three months ended June 30,
  2010 from approximately $19.6 million in the three months ended June 30, 2009,
  reflecting increased purchases of produce and higher levels of amortization
  reflecting additional land leases, in the second quarter of 2010.

33

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Gross Profit and Gross Margin.Our gross profit
increased 28.5%, from $2.2 million in the quarter ended June 30, 2009 to $2.8
million for the quarter ended June 30, 2010. Our gross margin decreased from
10.16% in the three months ended June 30, 2009 to 9.55% in the three months
ended June 30, 2010 due to higher increased amortization of land use rights than
the increased volume and prices for our fruits.

Selling Expenses. Our selling expenses are
comprised of marketing expense, the salaries of our marketing staff, bonus,
rent, trading expense, and depreciation. These expenses decreased to
approximately $0.29 million, or 43.7%, from approximately $0.37 million in the
three months ended June 30, 2010 from approximately $0.66 million in the three
months ended June 30, 2009. As a percentage of sales, selling expenses decreased
to 1.26% in the three months ended June 30, 2010 from 3.05% in the three months
ended June 30, 2009 because in 2010 we paid sales bonuses for the second quarter
only while in 2009 we paid sales bonuses for the first half of the year.

General and Administrative Expenses. Our general
and administrative expenses are comprised of trip 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 $0.11 million, or
43.3%, to approximately $0.35 million in the three months ended June 30, 2010
from approximately $0.25 million in the three months ended June 30, 2009. As a
percentage of sales, administrative expenses increased to 1.19% in the three
months ended June 30, 2010 as compared to 1.13% in the three months ended June
30, 2009 due to increased advisor fees and technical training fees.

Salary & Wages. Our salary & wages
expenses increased by approximately $0.09 million, or 69.5%, to approximately
$0.21 million in the three months ended June 30, 2010 from approximately $0.12
million in the three months ended June 30, 2009. As a percentage of sales,
salary & wages expenses increased to 0.71% in the three months ended June
30, 2010 as compared to 0.57% in the three months ended June 30, 2009 due to
increased salary.

Stock Compensation. Stock compensation represents
the shares of common stock issued to employees and consultants. We did not incur
any stock compensation for the three months ended June 30, 2009. The $0.59
million stock compensation for the three months ended June 30, 2010 represents
the fair value of the shares that were issued in the quarter and which vested
during the quarter. The value of the unvested shares is reflected as deferred
compensation on our balance sheet and it will be reflected in income as the
shares vest. The remaining shares vest in equal installments in the quarters
ending September 30, 2010, December 31, 2010 and March 31, 2011.

Other income.Other income in 2010 includes
$2,626,863 in change of derivative liability compared to $25,471 for the
three-month period ended June 30, 2009, representing the change in fair value of
warrants outstanding. The change in fair value, as computed using the
Black-Scholes option pricing model, was primarily driven by a decline in the
Companys stock price during this period, which had the effect of decreasing the
amount of the derivative liability. The stock prices used in computing the value
of the derivative were $0.35 for March 31, 2010 and $0.25 for June 30, 2010,

Tax. Since our operating subsidiaries benefited
from a tax exemption for agriculture products for 2009 and 2010, we did not
incur any income tax liability in 2009or 2010.

Net Income. As a result of the factors described
above, our net income increased approximately $2.48 million, or 170 % to
approximately $3.94 million or $0.03 per share (basic) and $0.02 per share
(diluted) in the three months ended June 30, 2010 from $1.46 million , or $0.02
per share (basic and diluted) for the in the same period of 2009.

Six Months Ended June 30, 2010 and June 30, 2009

The following table sets forth the key components of our results
  of operations for the three months ended June 30, 2010 and 2009, in thousands
  of U.S. dollars and as a percentage of sales:

34

---

|                                         |   | Six Months Ended June 30, |  
|---------------------------------------- | - | ------------------------- | -
|                                         |   | 2010                      |  
|                                         |   | U.S. Dollars              |  
|                                         |   | (thousands)               |  
|Sales                                    | $ | 63,327                    |  
|Cost of Sales                            |   | 56,560                    |  
|Gross Profit                             |   | 6,767                     |  
|Operating Expenses                       |   |                           |  
|Selling Expenses                         |   | 1,454                     |  
|Administrative Expenses                  |   | 797                       |  
|Salary & Wages                           |   | 421                       |  
|Stock Compensation                       |   | 588                       |  
|Operating Income                         |   | 3,507                     |  
|Interest Expenses                        |   | 2                         |  
|Change in derivative liability           |   | 354                       |  
|Others, net                              |   | (5                        | )
|Total Other Income                       |   | 352                       |  
|Income Before Income Taxes               |   | 3,858                     |  
|Net income                               |   | 3,858                     |  
|Deemed preferred stock dividends         |   | (350                      | )
|Foreign Currency translation gain (loss) |   | 185                       |  
|Comprehensive income                     | $ | 3,694                     |  

Sales. Sales increased approximately $23.02
million, or 57.1 %, to approximately $63.33 million in the six months ended June
30, 2010 from approximately $40.31 million in the same period last year.

Sales of our Fuji apples increased by 55.5% in the six months
ended June 30, 2010 as compared to the six months ended June 30, 2009.79.0 % of
this increase is attributable to increased sales volume and 21.0% is
attributable to increases in the average sales price because our apples were of
a higher quality which resulted in an increased sales price. Sales of our
emperor bananas increased by 105.5 % in the six months ended June 30, 2010 as
compared to the six months ended June 30, 2009 as a result of additional 833
acres new banana farmland leases, and higher demand for bananas in 2010. Sales
of our tangerine oranges increased by 30.6% in the six months ended June 30,
2010 as compared to the six months ended June 30, 2009. During the six months
ended June 30, 2009 our sales had decreased significantly due to a fruit insect
disease which affected sales of our tangerine oranges during the period. This
disease did not affect our tangerine oranges during the three months ended June
30, 2010.

Our sales volume increased by an aggregate of 20,344 tons in
the six months ended June 30, 2010 as compared to the six months ended June 30,
2009 because we leased an additional 3,222 acres of land from the farming
cooperative that supplies us with Fuji apples, and 833 acres of land from the
farming cooperative that supplies us with emperor bananas during the second half
of 2009 and the first quarter of 2010.

Cost of Sales. Our cost of sales increased
approximately $20.41 million, or 56.5 %, to approximately $56.6 million in the
six months ended June 30, 2010 from approximately $36.1 million in the six
months ended June 30, 2009, reflecting increased purchases of produce and higher
levels of amortization reflecting additional land leases, in the first half of
2010.

Gross Profit and Gross Margin. Our gross profit
  increased approximately $2.61 million to approximately $6.77 million in the
  six months ended June 30, 2010 from approximately $4.16 million in the same
  period last year. Gross margin was 10.69 % and 10.32% for the six months ended
  June 30, 2010 and 2009, respectively. Our gross margin was relatively stable
  since it is largely determinate 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 six months ended June 30,
  2010 and 2009.

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Selling Expenses. Our selling expenses increased
approximately $0.57 million, or 63.7 %, to approximately $1.45 million in the
six months ended June 30, 2010 from approximately $0.89 million in the same
period last year. As a percentage of sales, selling expenses increased to 2.3 %
in the six months ended June 30, 2010 from2.2% in the same period of 2009.
Selling expenses increased due to increased salary expenses, promotion expenses
and bonuses related to increased sales.

Administrative expenses. Our administrative
expenses decreased approximately $0.26 million, or 24.4 %, to approximately
$0.79 million in the six months ended June 30, 2010 from approximately $1.05
million in the six months ended June 30, 2009. As a percentage of sales,
administrative expenses decreased to 1.26 % in the six months ended June 30,
2010, as compared to 2.62% in the same period last year. During the first
quarter of 2009, we incurred significant expenses relating to the reverse
acquisition transaction in January 2009 The decrease in expenses relating to the
reverse acquisition was partially offset by increased expenses resulting from
our status as a public company.

Salary & Wages. Our salary & wages
expenses increased by approximately $0.17 million, or 65.1%, to approximately
$0.42 million in the six months ended June 30, 2010 from approximately $0.25
million in the six months ended June 30, 2009. As a percentage of sales, salary
& wages expenses increased to 0.66% in the six months ended June 30, 2010 as
compared to 0.63% in the six months ended June 30, 2009 due to increased
salary.

Stock Compensation. Stock compensation represents
the shares of common stock issued to employees and consultants. We did not incur
any stock compensation for the six months ended June 30, 2009. The $0.59 million
stock compensation for the six months ended June 30, 2010 represents the fair
value of the shares that were issued in the second quarter and which vested
during that quarter. The value of the unvested shares is reflected as deferred
compensation on our balance sheet and it will be reflected in income as the
shares vest. The remaining shares vest in equal installments in the quarters
ending September 30, 2010, December 31, 2010 and March 31, 2011.

Other Income (Expense).Other income in 2010
includes $354,382 in change of derivative liability compared to ($13,329) as of
June 30, 2009, 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 absence of change in our stock price, which was
$0.25 at both December 31, 2009 and June 30, 2010.

Income Before Income Taxes. Income before income
taxes increased approximately $1.93 million, or 100%, to approximately $3.86
million in the six months ended June 30, 2010, from approximately $1.93 million
in the same period of 2009. Income before income taxes as a percentage of sales
increased to 6.09% in the six months ended June 30, 2010, from 4.78% in the same
period last year. Such increase was based on the factors described above.

Net Income Applicable to Common Stockholders.
During the six months ended June 30, 2010, we recognized a $350,000 deemed
preferred stock dividend, reflection the amount by which the fair value of the
preferred stock exceeded the value of the underlying common stock. As a result
of the factors described above, our net income applicable to common stockholders
was $3.51 million, or $0.03 per share (basic) and $0.02 per share (diluted) for
the six months ended June 30, 2010, as compared with $1.93 million, or $0.02 per
share (basic and diluted) for the same period of 2009.

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 raised approximately $4.53
  million in the six months ended June 30, 2010 pursuant to several private placements,
  which funds are being used to finance the construction of our green food hub
  and acquire additional lands to increase our stock of Fuji apples and emperor
  bananas. We expect that anticipated cash flows from operations and loans from
  related parties will be sufficient to fund our current operations through at
  least the next twelve months, provided that:

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

However, we anticipate that the total investment to launch our
green foods business will be $18 million in total, of which $8 million has been
paid to date. We will need to raise a substantial amount of capital from equity
or debt markets, or to borrow funds from local banks, in order to complete the
construction of our hub and launch our new green foods business. Furthermore, if
available liquidity is not sufficient to meet our operating requirements, our
plans include considering pursuing financing arrangements or further reducing
expenditures as necessary to meet our cash requirements. However, there is no
assurance that, if required, we will be able to raise additional capital or
reduce discretionary spending to provide the required liquidity. Currently, the
capital markets for small capitalization companies are difficult and banking
institutions have become stringent in their lending requirements. Accordingly,
we cannot be sure of the availability or terms of any third party financing.

As of June 30, 2010, cash and cash equivalents were $4,054,824,
as compared to $1,987,616 at December 31, 2009.

Cash Flow for six months ended June 30, 2010 as compared to the
six months ended June 30, 2009

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)

|                                                          |   | Six Months Ended June |  
|--------------------------------------------------------- | - | --------------------- | -
|                                                          |   | 30,                   |  
|                                                          |   | 2010                  |  
|Net cash provided by (used in) operating
      activities | $ | 1,005                 |  
|Net cash (used in) investing activities                   |   | (3,299                | )
|Net cash provided by (used in) financing
      activities |   | 4,264                 |  

Operating Activities

Net cash provided by operating activities was approximately
$1.01 million in the six months ended June 30, 2010, as compared to $2.69
million net cash used in operating activities in the six months ended June 30,
2009. The reason for this decrease is that the Company paid $4.02 million as
advances to suppliers.

Investing Activities

Net cash used in investing activities was approximately $3.3
million in the six months ended June 30, 2010, as compared to $3.08 in the six
months ended June 30, 2009, which was spent on land using rights.

Financing Activities

Net cash provided by financing activities was approximately $4.26
  million in the six months ended June 30, 2010, as compared to net cash provided
  by financing activities of $0.47 million in the six months ended June 30, 2009,
  reflecting the money we raised in private placements and related option exercises
  from August 2009 through June 2010.

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Critical Accounting Policies and Estimates

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

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

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

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

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

Revenue Recognition Our revenue recognition
  policies are in compliance with ASC 605 (Originally issued as Staff Accounting
  Bulletin (SAB) 104). Sales revenue is recognized at the date of shipment to
  customers when a formal arrangement exists, the price is fixed or determinable,
  the delivery is completed, no other significant obligations exist and collectability
  is reasonably assured. Payments received before all of the relevant criteria
  for revenue recognition are satisfied are recorded as unearned revenue. Revenues
  from the sale of products are recognized at the point of sale of our products.
  Discounts provided to customers by us at the time of sale are recognized as
  a reduction in sales as the products are sold. Discounts provided by vendors
  are not recognized as a reduction in sales provided the coupons are redeemable
  at any retailer that accepts coupons. Sales taxes are not recorded as a component
  of sales. The Cost of 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.

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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.

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 has become the source of authoritative accounting principles
generally accepted in the United States recognized by the FASB to be applied to
nongovernmental entities.

In June 2009, the FASB issued ASC 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 were effective for us beginning in the first quarter of
fiscal year 2010, and have had no impact 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 were 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.

39

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In October 2009, the FASB issued Accounting Standards Update
("ASU") No. 2009-13, "Revenue Recognition (Topic 605): Multiple-Deliverable
Revenue Arrangements (a consensus of the FASB Emerging Issues Task Force)" which
amends ASC 605-25, "Revenue Recognition: Multiple-Element Arrangements." ASU No.
2009-13 addresses how to determine whether an arrangement involving multiple
deliverables contains more than one unit of accounting and how to allocate
consideration to each unit of accounting in the arrangement. This ASU replaces
all references to fair value as the measurement criteria with the term selling
price and establishes a hierarchy for determining the selling price of a
deliverable. ASU No. 2009-13 also eliminates the use of the residual value
method for determining the allocation of arrangement consideration.
Additionally, ASU No. 2009-13 requires expanded disclosures. This ASU will
become effective for us for revenue arrangements entered into or materially
modified on or after April 1, 2011. Earlier application is permitted with
required transition disclosures based on the period of adoption. The Company is
currently evaluating the application date and the impact of this standard on its
financial statements.

In February 2010, FASB issued ASU No. 2010-9 "Subsequent
events (Topic 855)" Amendments to Certain Recognition and Disclosure
Requirements. This update addresses certain implementation issues related to an
entitys requirement to perform and disclose subsequent-events procedures,
removes the requirement that public companies disclose the date of their
financial statements in both issued and revised financial statements. According
to the FASB, the revised statements include those that have been changed to
correct an error or conform to a retrospective application of U.S. GAAP. The
amendments were effective upon issuance of the update, except for the use of the
issued date for conduit debt obligors. That amendment is effective for interim
or annual periods ending after June 15, 2010. The Company does not expect the
adoption of this ASU to have a material impact on the Companys 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.

As required by Rule 13a-15 and Rule 15d-15 under the Exchange
Act, our management, including Mr. Fong, our Chairman, who is acting as our
principal executive officer and Ms. Yong Qing Ma, our principal financial
officer, evaluated the effectiveness of our disclosure controls and procedures
as of June 30, 2010. For the reasons set forth in the following paragraphs, our
management, under the direction of Mr. Fong and Ms. Ma concluded that as of June
30, 2010, our disclosure controls and procedures were not effective.

40

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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 Reports on Form 10-K for the years ended December 31, 2009
and 2008, respectively, and Quarterly Reports for the quarters ended March 31,
2010, September 30, June 30 and March 31, 2009, and September 30 and June 30,
2008, 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
  statements for 2009 and 2008, and in the restated September 30, 2010 10-Q
  filing. The settlement occurred in August 2009, and therefore does not affect
  the income statements presented. 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

The Company has restated its income statement and statements of
cash flows for the quarter ended June 30, 2009 in this Form 10-Q. The Company
will restate its financial statements for the years ended December 31, 2009 and
2008 and the quarters ended March 31, 2010, September 30, June 30 and March 31,
2009, and September 30 and June 30, 2008, respectively.

The Company intends to take such steps as are necessary, including
  the engagement of accounting personnel with experience in US GAAP, in order
  that its financial controls and disclosure controls are effective.

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Changes in Internal Control Over Financial Reporting.

During the fiscal quarter ended June 30, 2010, other than as
reflected in this Item 4, 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.

PART II

OTHER INFORMATION

|ITEM 6. | EXHIBITS.
|------- | ---------

The following exhibits are filed as part of this report or
incorporated by reference:

|Exhibit No. | **Description**                                                                                                                                                                         
|----------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|            |                                                                                                                                                                                         
|31.1        | 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 furnished pursuant to 18 U.S.C. Section
        1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
        2002.
|            |                                                                                                                                                                                         
|32.2        | Certification
        of 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 CORPORATION                                         
|--------------------- | --------------------------------------------------------------------
|                      |                                                                     
|                      |                                                                     
|Date: August 27, 2010 | By: /s/ Anson Yiu Ming Fong                                         
|                      | Anson Yiu
      Ming Fong, Chief Executive Officer and Chairman     
|                      | (Principal Executive
      Officer)                                 
|                      |                                                                     
|Date: August 27, 2010 | By: /s/ Yong Qing Ma                                                
|                      | Yong Qing Ma,
      Chief Financial Officer                         
|                      | (Principal
      Financial Officer and Principal Accounting Officer)

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