NOTES
TO FINANCIAL STATEMENTS
As
of and for the Six months ended June 30, 2022
NOTE
1 - ORGANIZATION AND OPERATIONS
Sino
Green Land Corporation formerly known as Go Silver Toprich
Holding Inc. (the “Company”) is a corporation organized under the laws of the
State of Nevada.
The
Company was engaged in wholesale distribution, marketing and sales of premium fruits in China. In 2013, the management decided to discontinued
its prior operations and dissolved all the subsidiaries to better reflect its new business direction. The Company currently intends to
seek for a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one
or more businesses.
The
Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging
growth companies.
NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis
of presentation
The
Company’s financial statements have been prepared in accordance with
accounting principles generally accepted
in the United States of America (“U.S. GAAP”).
The preparation of financial statements
in conformity with accounting principles generally accepted in the United
States of America requires management to make
estimates and assumptions that affect
the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the financial statements
and the reported amounts of revenues and expenses during the reporting period. Actual results
could differ from those estimates.
Management
further acknowledges that it is solely responsible
for adopting sound accounting practices, establishing and maintaining a system
of internal accounting control and preventing
and detecting fraud. The Company’s
system of internal accounting control is designed
to assure, among other items,
that 1) recorded transactions are valid; 2)
valid transactions are recorded; and 3) transactions
are recorded in the proper period in
a timely manner to produce financial statements which present fairly
the financial condition, results of operations and cash
flows of the Company for the respective
periods being presented.
Use
of estimates
The
preparation of financial statements in conformity
with accounting principles generally accepted in the United
States of America requires management
to make estimates and assumptions that affect
the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the financial statements
and the reported amounts of revenues and expenses
during the reported period.
The
Company’s significant estimates include income taxes provision
and valuation allowance of deferred tax assets;
the fair value of financial instruments; the
carrying value and recoverability of long-lived
assets, including the values assigned to an estimated
useful lives of computer equipment;
and the assumption that the Company will continue
as a going concern. Those significant accounting estimates
or assumptions bear the risk of change due to the fact that there are uncertainties
attached to those estimates or assumptions,
and certain estimates or assumptions
are difficult to measure or value. Management
bases its estimates on historical experience
and on various assumptions that are believed
to be reasonable under the circumstances, the
results of which form the basis
for making judgments about the carrying values
of assets and liabilities that are not readily apparent from other sources.
Management
regularly reviews
its estimates utilizing currently available information, changes in
facts and circumstances, historical experience and reasonable assumptions.
After such reviews, and if deemed appropriate,
those estimates are adjusted accordingly. Actual
results could differ from those estimates.
Carrying
value, recoverability and impairment of long-lived assets
The
Company has adopted paragraph 360-10-35-17
of the FASB Accounting Standards Codification for its long-lived
assets. The Company’s long-lived assets,
which include computer equipment are reviewed
for impairment whenever events or changes
in circumstances indicate that the carrying amount
of an asset may not be recoverable.
The
Company assesses the recoverability of its
long-lived assets by comparing the projected
undiscounted net cash flows associated with the related long-lived
asset or group of long-lived assets over
their remaining estimated useful lives against
their respective carrying amounts. Impairment, if any,
is based on the excess of the carrying amount over the fair value
of those assets. Fair value is generally determined
using the asset’s expected future discounted
cash flows or market value, if readily
determinable. If long-lived assets are determined
to be recoverable, but the newly determined
remaining estimated useful lives are shorter than originally estimated,
the net book values of the long-lived assets
are depreciated over the newly determined
remaining estimated useful lives.
The
Company considers the following to be some
examples of important indicators that may
trigger an impairment review: (i) significant under-performance
or losses of assets relative to expected historical
or projected future operating results;
(ii) significant changes in the manner or use
of assets or in the Company’s overall strategy with
respect to the manner or use of the acquired
assets or changes in the Company’s overall
business strategy; (iii) significant negative industry or economic
trends; (iv) increased competitive pressures;
(v) a significant decline in the Company’s
stock price for a sustained period of
time; and (vi) regulatory changes. The Company evaluates acquired assets
for potential impairment indicators at least annually and more
frequently upon the occurrence of such events.
The
impairment charges, if any, is included
in operating expenses in the accompanying consolidated
statements of operations.
Cash
and cash equivalents
The
Company considers all highly liquid investments with
a maturity of three months or less when
purchased to be cash equivalents.
Related
parties
The
Company follows subtopic 850-10 of the FASB
Accounting Standards Codification for the identification
of related parties and disclosure of related
party transactions.
Pursuant
to Section 850-10-20
the Related parties include a) affiliates
of the Company; b) Entities for which
investments in their equity securities would
be required, absent the election of
the fair value option under the Fair Value Option
Subsection of Section 825–10–15, to be accounted
for by the equity method by the investing entity;
c) trusts for the benefit of employees, such as pension
and profit-sharing trusts that are managed
by or under the trusteeship of management; d) principal
owners of the Company; e) management
of the Company; f) other parties with which
the Company may deal if one party controls or can
significantly influence the management or operating policies
of the other to an extent that one of the transacting
parties might be prevented from fully pursuing its own
separate interests; and g) Other parties that can significantly
influence the management or operating policies
of the transacting parties or that have
an ownership interest in one of the transacting
parties and can significantly influence the other to an extent
that one or more of the transacting parties might
be prevented from fully pursuing its own
separate interests.
The
financial statements shall include disclosures
of material related party transactions, other
than compensation arrangements, expense allowances,
and other similar items in the ordinary course of business.
However, disclosure of transactions that are eliminated
in the preparation of consolidated or combined financial statements
is not required in those statements. The disclosures
shall include: a. the nature of the
relationship(s) involved description of the transactions,
including transactions to which no amounts
or nominal amounts were ascribed, for each of the periods for which
income statements are presented, and such other information
deemed necessary to an understanding of the effects
of the transactions on the financial statements;
c. the dollar amounts of transactions
for each of the periods for which income statements
are presented and the effects of any
change in the method of establishing the terms
from that used in the preceding period; amounts
due from or to related parties as of the date of each balance sheet presented and, if not
otherwise apparent, the terms and manner
of settlement.
Commitments
and contingencies
The
Company follows subtopic 450-20 of the FASB Accounting
Standards Codification to report accounting for
contingencies. Certain conditions may exist as of the date the consolidated financial statements
are issued, which may result in a loss to the Company
but which will only be resolved when
one or more future events occur or fail to
occur. The Company assesses such contingent liabilities,
and such assessment inherently involves an exercise of judgment.
In assessing loss contingencies related to
legal proceedings that are pending against
the Company or unasserted claims that may
result in such proceedings, the Company evaluates
the perceived merits of any legal proceedings
or unasserted claims as well as the
perceived merits of the amount of relief
sought or expected to be sought therein.
If
the assessment of a contingency indicates that
it is probable that a material loss has been incurred and
the amount of the liability can be estimated, then the estimated
liability would be accrued in the Company’s consolidated financial statements.
If the assessment indicates that a potential material
loss contingency is not probable but is reasonably
possible, or is probable but cannot be estimated,
then the nature of the contingent liability, and an estimate
of the range of possible losses, if determinable
and material, would be disclosed.
Loss
contingencies considered remote are generally not disclosed unless
they involve guarantees, in which case
the guarantees would be disclosed. Management
does not believe, based upon information available
at this time, that these matters will have
a material adverse effect on the Company’s
consolidated financial position, results of operations or cash flows.
However, there is no assurance that such matters
will not materially and adversely affect the
Company’s business, financial position, and results
of operations or cash flows.
Revenue
recognition
The
Company adopted ASU 2014-09, Topic 606 on January 1, 2018, using the modified retrospective method. ASC 606 requires the use of a new
five-step model to recognize revenue from customer contracts. The five-step model requires that the Company (i) identify the contract
with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, including variable
consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocate the transaction price
to the respective performance obligations in the contract, and (v) recognize revenue when (or as) the Company satisfies the performance
obligation.
The
adoption of Topic 606 has no impact on revenue amounts recorded on the Company’s financial statements as the Company has not generate
any revenues.
Income
Tax Provisions
The
Company follows Section 740-10-30 of the FASB
Accounting Standards Codification, which requires 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 tax assets and
liabilities are based on the differences between
the financial statement and tax bases of assets
and liabilities using enacted tax rates in effect for the
fiscal year in which the differences are expected
to reverse. Deferred tax assets are reduced by a valuation
allowance to the extent management concludes it is more
likely than not that the assets will not be realized.
Deferred tax assets and liabilities are measured
using enacted tax rates expected to
apply to taxable income in the fiscal years
in which those temporary differences are expected
to be recovered or settled. The effect on deferred tax assets and liabilities
of a change in tax rates is recognized in the Statements
of Income and Comprehensive Income in
the period that includes the enactment date.
The
Company adopted section 740-10-25 of the FASB Accounting
Standards Codification (“Section 740-10-25”) with regards to uncertainty
income taxes. Section 740-10-25 addresses the
determination of whether tax benefits claimed
or expected to be claimed on a tax return
should be recorded in the financial statements. Under Section 740-10-25, the Company
may recognize the tax benefit from an uncertain tax position only if it is more
likely than not that the tax position will be sustained on
examination by the taxing authorities, based on the technical merits
of the position. The tax benefits recognized
in the financial statements from such a position should
be measured based on the largest benefit
that has a greater than fifty percent (50%) likelihood of being realized
upon ultimate settlement. Section 740-10-25 also provides
guidance on de-recognition, classification, interest and
penalties on income taxes, accounting in interim
periods and requires increased disclosures.
Net
income (loss) per common share
Net
income (loss) per common
share is computed pursuant to section 260-10-45 of the FASB Accounting
Standards Codification. Basic net income (loss) per common
share is computed by dividing net income
(loss) by the weighted average number of shares of common
stock outstanding during the period. Diluted
net income (loss) per common share is
computed by dividing net income
(loss) by the weighted average number of shares of common
stock and potentially outstanding shares of common stock during the period. The weighted
average number of common shares outstanding and potentially
outstanding common shares assumes that
the Company incorporated as of the beginning
of the first period presented.
The
Convertible Preferred Stocks, warrants and stock options are not included in potentially dilutive
shares outstanding for the six months ended
June 30, 2022 as these would have an anti-dilutive impact on earnings per share.
Cash
flows reporting
The
Company adopted paragraph 230-10-45-24 of the FASB Accounting
Standards Codification for cash flows reporting, classifies
cash receipts and payments according
to whether they stem from operating, investing,
or financing activities and provides definitions
of each category, and uses the indirect or
reconciliation method (“Indirect method”)
as defined by paragraph 230-10-45-25 of the FASB Accounting Standards Codification
to report net cash flow from operating activities by adjusting net income
to reconcile it to net cash flow from
operating activities by removing the effects of
(a) all deferrals of past operating cash receipts
and payments and all accruals of expected
future operating cash receipts and payments and (b) all items that are included in
net income that do not affect operating cash
receipts and payments. The Company
reports the reporting currency equivalent of foreign
currency cash flows, using the current exchange
rate at the time of the cash flows and
the effect of exchange rate changes on cash held in foreign currencies is reported as a
separate item in the reconciliation of beginning
and ending balances of cash and cash equivalents
and separately provides information about investing
and financing activities not resulting in cash receipts
or payments in the period pursuant to
paragraph 830-230-45-1 of the FASB Accounting Standards
Codification.
NOTE
3 – GOING CONCERN
The
accompanying financial statements have been
prepared assuming that the Company will continue
as a going concern, which contemplates continuity of operations, realization
of assets, and liquidation of liabilities
in the normal course of business.
As
reflected in the accompanying financial statements,
the Company had an accumulated deficit
at June 30, 2022 of $36,845,557 without any
revenues. These factors among others raise
substantial doubt about the Company’s
ability to continue as a going concern.
While
the Company has not commenced operations and generate revenues,
the Company’s cash position may
not be significant enough to support the Company’s
daily operations. Management intends to raise additional
funds by way of a public or private
offering. Management believes that the actions presently being taken to
further implement its business plan
and generate revenues provide the opportunity for the Company
to continue as a going concern. While the Company
believes in the viability of its strategy
to generate revenues and in its ability to raise additional funds,
there can be no assurances to that effect.
The ability of the Company to continue
as a going concern is dependent upon the Company’s
ability to further implement its business plan
and generate revenues.
The
financial statements do not include any adjustments
that might be necessary if the
Company is unable to continue as a going concern.
NOTE
4 –
STOCKHOLDERS’ DEFICIT
Common
Stock
The
Company is authorized to issue 780,000,000 shares of common stock.
As
of June 30, 2022, the Company has 1,460,079 shares issued and outstanding.
Preferred
Stock
The
Company is authorized to issue 20,000,000 shares of preferred stock.
As
of June 30, 2022, the Company has 2,520 shares issued and outstanding.
Prior
to this, the Company had a reverse stock split of 500-to-1 on May 18, 2022.
NOTE
5 – RELATED PARTY TRANSACTION
Mr.
Luo Xiong, former CEO and director of the Company, have advanced working capital to pay expenses of the Company. The advances are due
on demand and non-interest bearing. The outstanding amount due to related parties was $185,457 as of June 30, 2022.
NOTE
6 – INCOME TAX
On
December 22, 2017, the President of the United States signed into law the Tax Cuts and Jobs Act (“Tax Reform Act”). The legislation
significantly changes U.S. tax law by, among other things, lowering corporate income tax rates, implementing a territorial tax system
and imposing a transition tax on deemed repatriated earnings of foreign subsidiaries. The Tax Reform Act permanently reduces the U.S.
corporate income tax rate from a maximum of 34% to a flat 21% rate, effective January 1, 2018. As a result of the reduction in the U.S.
corporate income tax rate from 34% to 21% under the Tax Reform Act, the Company revalued its ending net deferred tax assets.
The
Company has accumulated approximately $36,845,557 of net operating losses (“NOL”)
carried forward to offset future taxable income. In assessing the realization of deferred tax assets, management considers whether it
is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax
assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible.
Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies
in making this assessment. Based on the assessment, management has established a full valuation allowance against all of the deferred
tax asset relating to NOLs for every period because it is more likely than not that all of the deferred tax asset will not be realized.
NOTE
7 –
SUBSEQUENT EVENTS
The
Company has evaluated subsequent events to the date the financial statements were issued and has determined that there are no items to
disclose or require adjustments.
