UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES
EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 21, 2010
SINO GREEN LAND CORPORATION
(Exact name of registrant
as specified in its charter)
| Nevada | 000-53208 | 54-0484915 |
| (State or Other Jurisdiction of | (Commission file number) | (I.R.S. Employer |
| Incorporation) | Identification No.) |
Suite 2711A, 27/F, Exchange Tower,
33 Wang Chiu Road, Kowloon Bay,
Kowloon, Hong Kong
(Zip Code)
852-3104-0598
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
| Item 3.02. | Unregistered Sales of Equity Securities. |
On June 21, 2010, Sino Green Land Corporation (the "Company") issued an aggregate of 7,195,000 shares of its common stock, $0.001 par value per share (the "Common Stock") to several of the Company's employees and advisors (collectively, the "Grantees") in exchange for services provided to the Company by the Grantees. Several of the Grantees are non-U.S. persons (as that term is defined in Regulation S of the Securities Act of 1933 , as amended (the "Act")). The Company issued Common Stock to these individuals in an offshore transaction in reliance upon an exemption provided by Regulation S promulgated under the Act and upon the exemption provided by Section 4(2) of the Act for the offer and sale of securities not involving a public offering. The Company issued Common Stock to U.S. Grantees in reliance on the exemption provided by Section 4(2) of the Act for the offer and sale of securities not involving a public offering.
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e)
See Item 3.02 above, which is incorporated into this Item 5.02 by reference. Among the Grantees was Anson Fong, the Company's Chief Executive Officer, who received 2,000,000 shares of Common Stock, Xiong Luo, the Company's Secretary, who received 2,000,000 shares of Common Stock and Pan Yan, the Company's Chief Operating Officer, who received 1,000,000 shares of Common Stock pursuant to the Executive Employment Agreement, dated May 1, 2010, by and between the Company and Mr. Yan.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
SINO GREEN LAND CORPORATION
By: /s/ Anson Yiu Ming Fong
Name: Anson Yiu Ming Fong
Title: Chairman of the Board
Date: June 25, 2010
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