Sino Green Land (PINK:SGLA)

On February 6, 2012, Huasong Sheena Shen resigned as chief financial officer of the Company. Ms. Shen did not resign because of a disagreement with the Company.

On December 26, 2011, the board of directors created a special committee, consisting of Ka Lim (Louis) Liu, Lei Shi, Karen Tse and Wai Yin Cheng, with Wai Yin Cheng as chairman. The special committee was created to consider financing alternatives and strategic relationships which might be available to the Company, with investors and strategic partners both in the United States and elsewhere, including Hong Kong and China. The board recognized the Company’s cash requirements, the difficulty of raising money in the United States market, in view of the current market price of the Company’s common stock on the OTC Bulletin Board, the absence of any significant trading in the Company’s common stock, the concern that United States investors are showing with respect to Chinese companies in general, and the decline in the Company’s net income as reflected in the results of its operations for the three and nine months ended September 30, 2011.  In its evaluation of potential financing arrangements, the committee was also authorized to consider financings or other transactions which would result in the Company ceasing to be publicly traded in the United States markets.

SINO GREEN LAND CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND OTHER COMPERHENSIVE INCOME

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2011 AND 2010

(UNAUDITED)

GUANGZHOU, China, Sept. 27, 2011 /PRNewswire/ -- Sino Green Land Corporation, (OTCBB: SGLA) a leading distributor of high end fruits and vegetables in China, today announced that it plans to expand its business to include agricultural products from the United States. As an initial order, it shipped a container of organic apple juice in September 2011. Although this purchase does not represent a significant order, it will give the Company the opportunity to test the market in China for this product.

China has emerged as the largest importer of the US agricultural products. In 2010, it imported $17.5 billion of agricultural products from the US, accounted for 15.1% of total US exported agricultural products based on a report by USDA.

In February 2011, Sino Green Land imported two containers of US premium packaged foods which, Sino Green Land believes, were well received by the Chinese consumers. Mr. Xiong Luo, CEO and Chairman of the Company stated, "These trial orders help test the market. The domestic consumption trend for imported food products continues to grow and the demand for premium imported food is increasing at a double digit pace based on a report by the Statistics Bureau in China. We are excited about the expansion of our import operations and believe that there is a bright future and growth prospects in this new business venture."

Sino Green Land Corporation is interested in establishing partnerships with quality US suppliers to export food products to China.  The management team will be in the US to visit US food suppliers for potential cooperation.

First Quarter Results:

• Sales reached $41.2 million, an increase of 23%
• Gross profit increased 22% to $4.4 million
• Net income for the three months ended March 31, 2011 was $1.7 million, or $0.01 per diluted share, compared to net loss applicable to common shareholders of $0.4 million, or $0.00 per diluted share, for the same period last year.  

Mr. Xiong Luo, Chief Executive Officer of Sino Green Land, commented, "We had yet another strong quarter demonstrating the success of our co-op model, whereby we obtained our produce from local farmers pursuant to agreements with the farming cooperatives, and in return, we provide these farmers with land to grow the produce and an outlet for their produce. The Company's strong performance in the first quarter of this year reflects higher average sales prices in the fruits. Overall, our consistent delivery of high quality produce and services has led to a revenue increase of 23% compared to the same period last year, as well as strong margin improvement and $1.7 million of net income. Looking ahead, we remain confident in the outlook for sustained growth and improved profitability for the balance of 2011."

GeoTeam Note: Adjusted 2010 vs 2009 EPS:

• Full Year: $0.06 vs. $0.06
• Fourth Quarter: $0.03 vs. $0.03

"2010 was a special year for all of us at Sino Green Land. We experienced the tragic loss of our Chairman and friend Anson Yiu Ming Fong. However, our focus on business has never changed and we delivered record revenues and earnings in 2010. We continue to take advantage of the growing demand for healthy food in China. The construction of the exterior of two buildings for our proposed distribution hub in the Guangzhou wholesale market in Guangzong has been completed, and we are commencing the interior construction of and equipment for the buildings. We expect to commence operations in September 2011. In addition, a 130,000 square foot cold storage facility at the Guangzhou wholesale market for our apples. The two buildings for our distribution hub, which we are marketing under the name Metro Green, form a state of the art premium foods distribution hub covering approximately 600,000 of floor space catering both retail and wholesale distributions. We believe that our hub will be the first centralized distribution center for healthy and premium foods in China. We believe that we are uniquely positioned to capitalize on this opportunity due to our established distribution channels and our relationship with the China Green Foods Association. We are excited by the forthcoming debut of this new hub, which we hope will become a pillar of our overall business success."

GUANGZHOU, China, March 4, 2011 (GLOBE NEWSWIRE) -- Sino Green Land Corporation today announced that it signed an agreement with Connecting Points Inc., a trading company based in California, pursuant to which the Company will import premium foods from the United States on January 25, 2011. The first shipment includes beverages, dried fruits and nuts, cookies, candies, beer, and canned foods. The Company anticipates that these products will arrive at the Guangzhou port in mid-March and will be displayed in the International Specialty Food section at Metro Green later in the month.

Mr. Xiong Luo, the Company's CEO, commented, "Premium imported food products are very popular among high income population in China. We have established a solid relationship with Connecting Points Inc., and we plan to continue to develop marketing relationships with more premium food producers in the United States."

On January 31, 2011, Sino Green Land Corporation entered into an agreement with three persons (the “contractors”), who constructed a 25,528 square meter (approximately 275,000 square foot) building for the Company to provide the Company additional space at its distribution hub. Pursuant to the agreement, the Company agreed to issue common stock, valued at $0.21 per share, in full payment of the verified costs incurred by the contractors to construct the building. The Company agreed to issue 40,015,084 shares of common stock. The cost of the building was RMB 55,708,800, or $8,403,168 based on a current exchange ratio. None of the contractors has any relationship with the Company or its officers or directors

On December 12, 2010, Sino Green Land Corporation sold 7,759,500 shares of common stock to an investor at $0.20 per share, for total gross proceeds of $1,551,900 pursuant to a common stock purchase agreement dated as of December 12, 2010.

On December 4, 2010, the Company repurchased outstanding warrants to purchase an aggregate of 18,175,757 shares of common stock for a total consideration of $363,515.14 pursuant to warrant purchase agreements with various warrant holders dated November 30, 2010. The warrants had an average exercise price of $0.13 per share and expired from August 2011 to July 2012.

On November 18, 2010, Sino Green Land Corporation made a presentation to investors at the Maxim Group Growth Conference held in New York.

Financial highlights:

• Revenue for the three months ended September 30, 2010 decreased 0.5% to $31.0 million, as compared to $31.2 million for the three months ended September 30, 2009. The decrease was primarily due to limited supply of Fuji apples in storage during the third quarter of 2010 due to strong sales in the first half of 2010.

• Net income for the three months ended September 30, 2010 was $1.6 million, or $0.01 per diluted share, compared to net income of $1.5 million, or $0.01 per diluted share, for the same period last year. The third quarter of 2010 included a non-cash gain of $0.3 million due to a change in derivative liability, related to the fair value of the company's warrants. 2009 included a non-cash loss of $0.3 million due to a change in derivative liability.

Mr. Henry Luo, CEO of Sino Green Land, commented, "We are quite pleased to report 32% revenue growth for the first nine months of 2010 compared to the same period last year. Our revenue for the quarter was relatively flat, as anticipated, due to the fact we sold through much of our apple inventory in the first and second quarters of 2010. Earlier this year, we leased approximately 3,200 acres of additional plantations in Shaanxi. As a result, we expect to see a substantial increase in Fuji apple supply next year as these plantations begin harvesting new fruit. Heading into the fourth quarter, we have a fresh supply of apples from the new harvest season. As a result, we have very good revenue visibility and anticipate very strong growth in the fourth quarter of 2010 and in 2011.

"Although we expect to maintain strong double digit growth in the fruit distribution business going forward, our major emphasis is on launching the green food distribution business. By working closely with both the private and public sectors, our strategy is to centralize the distribution of green foods throughout China. Currently, there are no established channels to ensure the quality or authenticity of these foods. Due to the strong demand for our services from both retailers and green food producers, we are expanding the footprint of the Metro Green distribution hub in Guangzhou from 220,000 square feet, as originally planned, to 330,000 square feet. Although this has delayed the launch of the distribution hub, we expect to begin generating sales from green foods in the fourth quarter of 2010 and expect the hub to officially open in early 2011." 

Mr. Luo concluded, "We believe that with the launch of our green food distribution hub we can rapidly dominate this market. As a result, we are confident the new green food distribution business can achieve annualized sales in excess of $150 million, on a standalone basis, within the next 1-2 years."

We believe that our cash flow from operations will provide us with sufficient funds to enable us to continue our basic operations, including the purchase of additional land use rights for growing our produce.

As of September 30, 2010, we had advanced approximately $9 million in the construction of our proposed green foods distribution hub. Upon completion of the construction, the construction cost advances will be reflected as leasehold improvements and amortized over the 18 year term of the lease. We estimate our total initial costs of this operation to be approximately $18 million, which includes construction costs of approximately $12 million, with approximately $4 million for auxiliary facilities, such as a cold storage facility as part of the distribution hub and refrigerated trucking capabilities, 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.

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, launch and operate our new green foods business and maintain inventory. 

On October 4, 2010, Sino Green Land Corporation sold 5,000,000 shares of common stock to two investors at $0.20 per share, for total gross proceeds of $1,000,000 pursuant to a common stock purchase agreement signed on September 29, 2010. In connection with the financing, we agreed with the investors that:

• If, as any time as long as any investor holds any of the shares of common stock purchased in the financing, we sell shares of common stock or issue convertible notes or convertible preferred stock at a price or with a conversion price which is less than the $0.20 price paid in the financing, we are to issue additional shares to the investors so that the effective price per share is equal to such lower price.
  
• Within 120 days of closing, we must have sent in the necessary paperwork to apply for a listing on the American Stock Exchange.  If we fail to meet this covenant, we must pay the investors liquidated damages of 1% per month in cash or stock (based on the closing price of the transaction) to the investors until the covenant is met.
  
• Within 90 days of closing, we agreed with to “conduct a minimum of an eight (8) for one (1) and maximum of ten (10) for one (1) reverse stock split.” If we fail to meet this covenant, we must pay the investors liquidated damages of 1% per month in cash or stock (based on the closing price of the transaction) to the investors until the covenant is met.

During the week of September 14, 2010, Sino Green Land Corporation made a presentation to investors at the Rodman & Renshaw Global Investment Conference.

On August 23, 2010, the Company concluded, after consultation with its independent registered public accounting firm and 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.