8-K
Sino Green Land Corp. (SGLA)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of theSecurities Exchange Act of 1934
Date of Report (date of earliest eventreported): December 30, 2019
SINO GREEN LAND CORPORATION
(Exact name of Registrant as specified in its charter)
| Nevada | 000-53208 | 54-0484915 |
|---|---|---|
| (State or other jurisdiction of<br><br> incorporation or organization) | (Commission File Number) | (IRS employer<br><br> <br>identification no.) |
| 3445 Lawrence Ave<br><br> <br>Oceanside, New York | 11572 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: 646 768 8417
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| None |
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<br>Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange<br>Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b)<br>under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c)<br>under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.01 Changes in Control of Registrant.
On December 30, 2019, as a result of a custodianship in Clark County, Nevada, Case Number: A-19-805646-B, Custodian Ventures LLC (“Custodian”) was appointed custodian of Go Silver Toprich, Inc. (formerly known as Sino Green Land Corp.) (the “Company”).
Item 5.02 Departure of Directors or Certain Officers; Electionof Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On 31^st^ of December 2019, Custodian appointed David Lazar as the Company’s Chief Executive Officer, President, Secretary, Chief Financial Officer, Chief Executive Officer and Chairman of the Board of Directors.
David Lazar, 29, has been CEO and Chairman of the Company since May 16, 2018. David Lazar is a private investor. Mr. Lazar has been a partner at Zenith Partners International since 2013, where he specializes in research and development, sales and marketing. From 2014 through 2015, David was the Chief Executive Officer of Dico, Inc., which was then sold to Peekay Boutiques. Since February of 2018, Mr. Lazar has been the managing member of Custodian Ventures LLC, where he specializes in assisting distressed public companies. Since March 2018, David has acted as the managing member of Activist Investing LLC, which specializes in active investing in distressed public companies. David has a diverse knowledge of financial, legal and operations management; public company management, accounting, audit preparation, due diligence reviews and SEC regulations.
Section 8 - Other Events
Item 8.01. Other Events.
The Registrant’s current contact information is listed below:
Address: 3445 Lawrence Ave, Oceanside, New York, 11572
Phone number: 646-768-8417
Email: David@Activistinvestingllc.com
The Registrant’s President, Secretary, Chief Financial Officer, Chief Executive Officer and Chairman of the Board of Directors is David Lazar, who may be reached at the Registrant’s address above.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| 99.1 | Notice of Entry of Order in the State of Nevada, dated December 30, 2019. |
|---|
1
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 Corp. | ||
|---|---|---|
| Dated: January 7, 2020 | By: | /s/ David Lazar |
| David Lazar | ||
| Chief Executive Officer |
2
EXHIBIT INDEX
| Exhibit No. | Document Description |
|---|---|
| 99.1 | Notice of Entry of Order in the State of Nevada, dated December 30, 2019. |
3
EXHIBIT 99.1
| Electronically Filed |
|---|
| 12/30/2019 1:49 PM |
| Steven D. Grierson |
| CLERK OF THE COURT |
NOTC
PETER L. CHASEY, ESQ.
Nevada Bar No. 007650
CHASEY LAW OFFICES
3295 N. Fort Apache Road, Suite 110
Las Vegas, Nevada 89129
Tel: (702) 233-0393 Fax: (702) 233-2107
email: peter@chaseylaw.com
Attorney for Petitioner
CUSTODIAN VENTURES, LLC
EIGHTH JUDICIAL DISTRICT COURT
CLARK COUNTY, NEVADA
| In the Matter of | ) CASE NO.: | A-19-805646-B |
|---|---|---|
| ) DEPT NO.: | XXVII | |
| GO SILVER TOPRICH HOLDINGS, INC., a Nevada | ) | |
| Corporation, | ) | |
| ) | ||
| (Petition of Custodian Ventures, LLC) | ) | |
| ____________________________________ | ) |
NOTICE OF ENTRY OF ORDER
PLEASE TAKE NOTICE that on the 30^th^ day of December, 2019 the attached Order Appointing Custodian was entered in the above-captioned case.
Dated this 30^th^ day of December, 2019.
| CHASEY LAW OFFICES |
|---|
| /s/ Peter<br>L. Chasey |
| Peter L. Chasey, Esq. |
| Nevada Bar No. 007650 |
| 3295 N. Fort Apache Rd., Ste. 110 |
| Las Vegas, NV 89129 |
| Tel: (702) 233-0393 Fax: (702) 233-2107 |
| Email: peter@chaseylaw.com |
| Attorney for Petitioner |
| CUSTODIAN VENTURES, LLC |
Case Number: A-19-805646-B
- 1 -
CERTIFICATE OF SERVICE
I hereby certify that on the 30^th^ day of December, 2019, I served a true and complete copy of the foregoing NOTICE OF ENTRY OF ORDERby placing a copy of the same in the United States Mail, postage fully prepaid addressed to the following:
| Officers and Directors<br><br> <br>Go Silver Toprich Holdings, Inc.<br><br> <br>6F No. 947, Qiao Xing Road<br><br> <br>Shiqiao Town, Panyu District<br><br> <br>Guangzhou, China | Officers and Directors<br><br> <br>Go Silver Toprich Holdings, Inc.<br><br> <br>Suite 2711A, 27/F, Exchange Tower<br><br> <br>33 Wang Chui Road, Kowloon Bay<br><br> <br>Kowloon, HGK China |
|---|
Corporate Stock Transfer
3200 Cherry Creek Drive South, Suite 430
Denver, CO 80209
| AN EMPLOYEE OF CHASEY LAW OFFICES |
|---|
- 2 -
| Electronically Filed |
|---|
| 12/30/2019 9:57 AM |
| Steven D. Grierson |
| CLERK OF THE COURT |
ORDR
PETER L. CHASEY, ESQ.
Nevada Bar No. 007650
CHASEY LAW OFFICES
3295 N. Fort Apache Road, Suite 110
Las Vegas, Nevada 89129
Tel: (702) 233-0393 Fax: (702) 233-2107
email: peter@chaseylaw.com
Attorney for Petitioner
CUSTODIAN VENTURES, LLC
EIGHTH JUDICIAL DISTRICT COURT
CLARK COUNTY, NEVADA
| In the Matter of | ) | CASE NO.: | A-19-805646-B |
|---|---|---|---|
| ) | DEPT NO.: | XXVII | |
| GO SILVER TOPRICH HOLDINGS, INC., a Nevada | ) | ||
| Corporation, | ) | ORDER APPOINTING CUSTODIAN | |
| ) | [NRS 78.347(1)(B)] | ||
| (Petition of Custodian Ventures, LLC), | ) | ||
| __________________________________________ | ) |
THE COURT, having considered Petitioner, CUSTODIAN VENTURES, LLC's Motion for Appointment of Custodian for GO SILVER TOPRICH HOLDINGS, INC., proper notice having been given to the officers and directors of GO SILVER TOPRICH HOLDINGS, INC. pursuant to NRS 78.750(2), no opposition having been received, and good cause appearing,
IT IS ORDERED, ADJUDGED AND DECREED that:
Petitioner CUSTODIAN VENTURES, LLC is hereby appointed custodian of GO SILVER TOPRICH HOLDINGS, INC.
CUSTODIAN VENTURES, LLC is hereby authorized to take all reasonable and prudent actions on behalf of GO SILVER TOPRICH HOLDINGS, INC. including but not limited to appointing interim officers and directors, negotiating and compromising debt, executing contracts and other agreements, authorizing and issuing new shares of stock, and authorizing new classes of stock, and initiating litigation in the name of GO SILVER TOPRICH HOLDINGS, INC.
Case Number: A-19-805646-B
- 1 -
CUSTODIAN VENTURES, LLC shall revive and/or reinstate GO SILVER TOPRICH HOLDINGS, INC. with the Nevada Secretary of State.
CUSTODIAN VENTURES, LLC shall provide reasonable notice to all shareholders of record of a shareholders meeting to be held after this Order is entered, and that the shareholders who attend such meeting, whether in person or by proxy, shall constitute a quorum sufficient for all purposes of the meeting.
The record transfer agent for GO SILVER TOPRICH HOLDINGS, INC. is hereby authorized and directed to cooperate with CUSTODIAN VENTURES, LLC concerning the shareholder list for GO SILVER TOPRICH HOLDINGS, INC.
CUSTODIAN VENTURES, LLC shall file an amendment to the Articles of Incorporation for GO SILVER TOPRICH HOLDINGS, INC. with the Nevada Secretary of State containing the following disclosures and statements:
| (a) | Disclosures of any previous criminal, administrative, civil<br>or National Association of Securities Dealers, Inc., or Securities and Exchange Commission investigations, violations, or convictions<br>concerning CUSTODIAN VENTURES, LLC, or its affiliates or subsidiaries. |
|---|---|
| (b) | A statement that reasonable, but ultimately unsuccessful,<br>attempts were made to contact the officers or directors of the corporation to request that GO SILVER TOPRICH HOLDINGS, INC. comply<br>with Chapter 78 of the Nevada Revised Statutes. |
| --- | --- |
| (c) | A statement that as Custodian, CUSTODIAN VENTURES, LLC,<br>is authorized to continue the business of GO SILVER TOPRICH HOLDINGS, INC. for the benefit of the corporation and its shareholders. |
| --- | --- |
| (d) | A<br>statement that CUSTODIAN VENTURES, LLC will reinstate GO SILVER TOPRICH HOLDINGS, INC.’s charter to do business in the State of<br>Nevada. |
| --- | --- |
| (e) | Any<br>other information as may be required by regulations promulgated by the Nevada Secretary of State. |
| --- | --- |
- 2 -
CUSTODIAN VENTURES, LLC, as custodian of GO SILVER TOPRICH HOLDINGS, INC., shall submit a report to this Court of the actions taken by the custodian every 1 month from the date of Notice of Entry of this Order while the custodianship remains active.
IT IS SO ORDERED.
Dated this 26 day of Dec, 2019.
| DISTRICT COURT JUDGE |
|---|
Respectfully Submitted by:
CHASEY LAW OFFICES
| /s/ Peter L. Chasey |
|---|
| Peter L. Chasey, Esq.<br><br> <br>Nevada Bar No. 007650<br><br> <br>3295 N. Fort Apache Rd., Ste. 110<br><br> <br>Las Vegas, NV 89129<br><br> <br>(702) 233-0393<br><br> <br>Attorney for Petitioner<br><br> <br>CUSTODIAN VENTURES, LLC |
- 3