FORWARD LOOKING STATEMENTS





We make certain forward-looking statements in this report. Statements concerning
our future operations, prospects, strategies, financial condition, future
economic performance (including growth and earnings), demand for our services,
and other statements of our plans, beliefs, or expectations, including the
statements contained under this caption as well as under captions elsewhere in
this document, are forward-looking statements. In some cases, these statements
are identifiable through the use of words such as "anticipate", "believe",
"estimate", "expect", "intend", "plan", "project", "target", "can", "could",
"may", "should", "will", "would", and similar expressions. The forward-looking
statements we make are not guarantees of future performance and are subject to
various assumptions, risks, and other factors that could cause actual results to
differ materially from those suggested by these forward-looking statements.
These risks and uncertainties, together with the other risks described from time
to time in reports and documents that we file with the SEC should be considered
in evaluating forward-looking statements. Because such statements are subject to
risks and uncertainties, actual results may differ materially from those
expressed or implied by the forward-looking statements. Indeed, it is likely
that some of our assumptions will prove to be incorrect. Our actual results and
financial position will vary from those projected or implied in the
forward-looking statements and the variances may be material. You are cautioned
not to place undue reliance on such forward-looking statements, which reflect
our view only as of the date of this report.



Important factors that could cause actual results to differ from those in the forward-looking statements include, without limitation, the following:





    ?   the effect of political conditions, economic conditions, market
        conditions, and geopolitical events;

    ?   legislative and regulatory changes that affect our business;

    ?   the availability of funds and working capital; and

    ?   the actions and initiatives of current and potential competitors.




Except as required by applicable laws, regulations, or rules, we do not
undertake any responsibility to publicly release any revisions to these
forward-looking statements to take into account events or circumstances that
occur after the date of this report. Additionally, we do not undertake any
responsibility to update you on the occurrence of any unanticipated events which
may cause actual results to differ from those expressed or implied by any
forward-looking statements.



The following discussion and analysis should be read in conjunction with our unaudited condensed consolidated financial statements and the related notes thereto as filed with the SEC and other financial information contained elsewhere in this report.


Except as otherwise indicated by the context, references in this report to "we",
"us", "our", "the Registrant", "our Company", or "the Company" are to China
Health Industries Holdings, Inc., a Delaware corporation, China Health
Industries Holdings Limited, a limited liability company incorporated under the
laws of Hong Kong, its wholly owned subsidiary in China, Harbin Humankind
Biology Technology Co. Limited ("Humankind"), and indirect wholly owned
subsidiary, Heilongjiang Huimeijia Pharmaceutical Co., Ltd. ("HLJ Huimeijia").
Unless the context otherwise requires, all references to (i) the "PRC" and
"China" are to the People's Republic of China; (ii) "U.S. dollar," "$" and "US$"
are to United States dollars; (iii) "RMB" are to Renminbi Yuan of China; (iv)
"Securities Act" are to the Securities Act of 1933, as amended; and (v)
"Exchange Act" are to the Securities Exchange Act of 1934, as amended.



                                       22





Business Overview


Our principal business operations are conducted through our wholly-owned subsidiaries, Humankind and HLJ Huimeijia.





The Company owns a GMP-certified plant and production facilities and has the
capacity to produce 21 different NMPA-approved medicines, 14 NMPA-approved
health supplement products and 8 hemp derivative products in soft capsule, hard
capsule, tablet, granule, oral liquid forms. These products address the needs of
some key sectors in China, including the feminine, geriatric, and children's
markets.



HLJ Huimeijia was founded on October 30, 2003 and its latest GMP certificate is
effective until April 24, 2023. HLJ Huimeijia engages in the manufacture and
distribution of tincture, ointments, rubber paste, including hormones, topical
solution, suppositories, enemas, oral liquids, and liniment, including
traditional Chinese medicine extractions. HLJ Huimeijia's predecessor was
Heilongjiang Xue Du Pharmaceutical Co., Ltd., which established brand
recognition in the market through its supply of high-quality drug products. HLJ
Huimeijia is a "high and new technology" enterprise that provides the most
comprehensive types of topical medical products in Heilongjiang Province, a
northeastern province of China.



We have developed the following products that are derived from hemp and obtained
business license to manufacture and sell these products. We began to sell these
products since May 2018. Hemp Oil, Hemp Protein Powder, Hemp Polypeptide and
Collagen Peptide are sold through Humankind, Other cosmetics are sold through
HLJ Huimeijia. The revenue of the Hemp Oil, Hemp Protein Powder, Hemp
Polypeptide and Collagen Peptide accounted for 99.78% and 79.69% for the
nine-month periods ended March 31, 2021 and 2020, respectively.



Serial No. Name


    1        Hemp Oil
    2        Hemp Protein Powder
    3        Hemp Polypeptide
    4        Collagen Peptide
    5        Natural Hemp Essence Repair Lotion
    6        Natural Hemp Revitalizing Essence
    7        Natural Hemp Anit-aging Brightening Eye Cream
    8        Natural Hemp Frozen Age Nourishing Cream




Our business is conducted through our sales agents and sales personnel. We sell
our products directly to end customers through our own sales personnel as well
as our sales agents, operating primarily in Anhui, Zhejiang, Shanghai, Jiangsu,
Beijing and Gansu, where most of our revenues are generated. Sales by agents in
Anhui, Zhejiang, Shanghai, Jiangsu, Beijing, and Gansu provinces accounted for
22%, 18%, 16%, 13%, 12%, and 9% of our total sales, respectively, for the nine
months ended March 31, 2021. Although we do not currently sell our products
online, we expect to do so in the future.



                                       23





Results of Operations


Three months ended March 31, 2021 compared to the three months ended March 31, 2020

The following table summarizes the top lines of the results of our operations for the three months ended March 31, 2021 and 2020, respectively:





                     March 31,       March 31,
                        2021           2020           Variance           %
Revenues             $  778,675     $ 2,423,720     $ (1,645,045 )      (67.87 )%
Humankind               778,486       2,421,935       (1,643,449 )      (67.86 )%
HLJ Huimeijia               189           1,785           (1,596 )      (89.41 )%
Cost of Goods Sold   $  292,316     $   566,692     $   (274,376 )      (48.42 )%
Humankind               291,550         565,409         (273,859 )      (48.44 )%
HLJ Huimeijia               766           1,283             (517 )      (40.30 )%
Gross Profit         $  486,359     $ 1,857,028     $ (1,370,669 )      (73.81 )%
Humankind               486,936       1,856,526       (1,369,590 )      (73.77 )%
HLJ Huimeijia              (577 )           502           (1,079 )     (214.94 )%




Revenue



Total revenues decreased by $1,645,045 or 67.87% for the three months ended
March 31, 2021, as compared to the same period in 2020. The decrease in revenues
was primarily due to a decrease of $1,643,449 or 67.86% in Humankind's revenues,
and a decrease of $1,596 in HLJ Huimeijia's revenues for the three months ended
March 31, 2021 as compared to the same period in 2020. The decrease in
Humankind's sales revenues was primarily due to the discounts we have been
offering on our major products since April 2020 and the continuing impacts of
COVID-19 pandemic for the three months ended March 31, 2021, which resulted in
the decrease of sales volume of Humankind compared to the same period in 2020.



Our total cost of goods sold decreased by $274,376 or 48.42% for the three months ended March 31, 2021 as compared to the same period in 2020. This decrease was mainly due to the decrease in sales volume caused by the outbreak of COVID-19 pandemic, which resulted in the decrease of sales volume of Humankind for the three months ended March 31, 2021.





Our gross margin decreased by $1,370,669 or 73.81% for the three months ended
March 31, 2021 as compared to the same period in 2020. The decrease in gross
profit was primarily due to the discounts we offered on our major products,
which led to a decrease in the sales unit price while the unit cost remained
unchanged.



Sales by Product Line


The following table summarizes a breakdown of our sales by major product lines for the three months ended March 31, 2021 and 2020 respectively:





                               March 31, 2021               March 31, 2020
                                            % of                         % of
                           Sales US$       Sales        Sales US$       Sales

Hemp Derivative Products   $  727,915        92.32 %   $ 2,084,249        85.99 %
Health Products                60,367         7.66 %       339,110        13.99 %
Medical Drugs                     189         0.02 %           361         0.01 %

Total                      $  788,471       100.00 %   $ 2,423,720       100.00 %




                                       24





Operating Expenses


The following table summarizes our operating expenses for the three months ended March 31, 2021 and 2020, respectively:





                                      March 31,      March 31,
                                         2021           2020         Variance         %
Operating Expenses
Selling, general and administrative   $  166,236     $  389,009     $ (222,773 )     (57.27 )%
Depreciation and amortization            155,627        145,817          9,810         6.73 %
Total Operating Expenses              $  321,863     $  534,826     $ (212,963 )     (39.82 )%




Total operating expenses for the three months ended March 31, 2021 were $212,963
or 39.82% lower than those in the corresponding period in 2020. The decrease in
operating expenses was primarily attributable to decrease of $222,773 or 57.27%
in selling, general and administrative expenses. The decrease in selling,
general and administrative expenses was mainly due to lower staff cost.



Interest Income and Interest Expense





Interest income was $35,687 for the three months ended March 31, 2021, as
compared to $31,801 for the three months ended March 31, 2021. This increase of
$3,886, or 12%, was mainly due to the increased average balance of bank deposits
compared with the same period of 2021.



Income Taxes



Income taxes decreased by $263,091, or 73%, from $361,094 for the three months
ended March 31, 2020 to $98,003 for the three months ended March 31, 2021. The
decrease in income taxes was mainly due to the decrease of the Company's gross
profit in the amount of $1,370,669, from the gross profit of $1,857,028 for the
three months ended March 31, 2020 to the gross profit of $486,359 for the three
months ended March 31, 2021.



                                       25




Net Income and Net Income Per Share





Net Income was $102,032 for the three months ended March 31, 2021, as compared
to $992,722 for the three months ended March 31, 2020. This decrease of $890,690
in net income was primarily attributable to a decrease of gross margin. Revenue
section mentioned the gross profit decreased due to the discounts we offered on
our major products with the unchanged unit cost. The decrease of gross profits
further caused the decrease in the net income.



Net Income per share was $0.0016 for the three months ended March 31, 2021 and
$0.0151 for the three months ended March 31, 2020, respectively. This decrease
was primarily a result of the aforementioned decrease in net profit.



Nine months ended March 31, 2021 compared to the nine months ended March 31, 2020

The following table summarizes the top lines of the results of our operations for the nine months ended March 31, 2021 and 2020, respectively:





                      March 31,       March 31,
                        2021            2020           Variance            %
Revenues             $ 6,060,473     $ 7,899,632     $ (1,839,159 )        (23.28 )%
Humankind              6,047,070       7,862,018       (1,814,948 )        (23.09 )%
HLJ Huimeijia             13,403          37,614          (24,211 )        (64.37 )%

Cost of Goods Sold   $ 2,538,429     $ 1,762,098     $    776,331
44.06 %
Humankind              2,484,003       1,721,279          762,724           44.31 %
HLJ Huimeijia             54,426          40,819           13,607           33.33 %
Gross Profit         $ 3,522,044     $ 6,137,534     $ (2,615,490 )        (42.61 )%
Humankind              3,563,067       6,140,739       (2,577,672 )        (41.98 )%
HLJ Huimeijia            (41,023 )        (3,205 )        (37,818 )     (1,179.97 )%




Revenue



Total revenues decreased by $1,839,159 or 23.28% for the nine months ended March
31, 2021, as compared to the same period in 2020. The decrease in revenues was
primarily caused by a decrease of $1,814,948 or 23.09% in Humankind's revenues,
and a decrease of $24,211 in HLJ Huimeijia's revenues for the nine months ended
March 31, 2021 as compared to the same period in 2020. Although the sales volume
increased compared to the same period in 2020, we experienced a decrease in
Humankind's sales revenues during the nine months ended March 31, 2021 primarily
due to discounts we offered on our major products.



Our total cost of goods sold increased by $776,331 or 44.06% for the nine months
ended March 31, 2021 as compared to the same period in 2020. This increase was
mainly due to the increase in sales volume caused by the discounts and
promotions we offered during this period, while unit cost remained unchanged but
the total cost of goods sold increased.



Our gross margin decreased by $2,615,490 or 42.61% for the nine months ended
March 31, 2021 as compared to the same period in 2020. The decrease in gross
profit was primarily due to the discounts we offered on our major products,
which led to a decrease in the sales unit price while the unit cost remained
unchanged.



                                       26





Sales by Product Line


The following table summarizes the breakdown of our sales by major product lines for the nine months ended March 31, 2021 and 2020 respectively:





                                March 31, 2021               March 31, 2020
                                             % of                         % of
                            Sales US$       Sales        Sales US$       Sales

Hemp Derivative Products   $ 5,490,244        89.63 %   $ 6,295,569        79.69 %
Health Products                621,693        10.15 %     1,572,186        19.90 %
Medical Drugs                   13,403         0.22 %        31,877         0.40 %

Total                      $ 6,125,340       100.00 %   $ 7,899,632       100.00 %




Operating Expenses


The following table summarizes our operating expenses for the nine months ended March 31, 2021 and 2020, respectively:





                                            March 31,       March 31,
                                              2021            2020          Variance          %
Operating Expenses

Selling, general and administrative        $   883,527     $ 1,389,300
$ (505,773 )      (36.40 )%
Depreciation and amortization                  465,767         435,733         30,034          6.89 %
Total Operating Expenses                   $ 1,349,294     $ 1,825,033     $ (475,739 )      (26.07 )%




Total operating expenses for the nine months ended March 31, 2021 were $475,739
or 26.07% lower than those in the corresponding period in 2020. The decrease in
operating expenses was primarily attributable to decrease of $505,773 or 36.40%
in selling, general and administrative expenses. The decrease in selling,
general and administrative expenses was mainly due to the lower staff cost.

Interest Income and Interest Expense





Interest income was $102,090 for the nine months ended March 31, 2021, as
compared to $93,842 for the nine months ended March 31, 2020. This increase of
$8,248, or 9%, was mainly due to the increased average balance of bank deposits
compared with the same period of 2021.



Interest expense was $nil for the nine months ended March 31, 2021, a decrease of $1 or 100.00%, as compared to $1 for the nine months ended March 31, 2020.





Income Taxes



Income taxes decreased by $512,559, or 42%, from $1,229,497 for the nine months
ended March 31, 2020 to $716,938 for the nine months ended March 31, 2021. The
decrease in income taxes was mainly due to the decrease of the Company's gross
profit in the amount of $2,615,490, from the gross profit of $6,137,534 for the
nine months ended March 31, 2020 to the gross profit of $3,522,044 for the nine
months ended March 31, 2021.



Net Income and Net Income Per Share





Net income was $1,557,767 for the nine months ended March 31, 2021, as compared
to $3,175,880 for the nine months ended March 31, 2020. This decrease of
$1,618,113 in net income was primarily attributable to a decrease of gross
margin. Revenue section mentioned the gross profit decreased due to the
discounts we offered on our major products with the unchanged unit cost. The
decrease of gross profits further caused the decrease in the net income.



Net income per share was $0.0238 for the nine months ended March 31, 2021 and
$0.0485 for the nine months ended March 31, 2020, respectively. This decrease
was primarily a result of the aforementioned decrease in net profit.



                                       27




Liquidity and Capital Resources


We believe our current working capital position, together with our expected
future cash flows from operations and loans from our major shareholder, will be
adequate to fund our operations in the ordinary course of business, anticipated
capital expenditures, debt payment requirements, and other contractual
obligations for at least the next twelve months. However, this belief is based
upon many assumptions and is subject to numerous risks, and there can be no
assurance that we will not require additional funding in the future.



The following table summarizes our cash and cash equivalents positions, our working capital, and our cash flow activities as of March 31, 2021 and June 30, 2020 and for the nine months ended March 31, 2021 and 2020:





                             March 31,         June 30,
                                2021             2020
Cash and cash equivalents   $ 41,116,145     $ 36,072,474
Working capital             $ 38,123,392     $ 33,223,104
Inventories                 $    952,042     $    807,351




                                For the Nine Months ended
                                        March 31,
                                   2021             2020
Cash provided by (used in):
Operating activities          $    3,089,788     $ 2,253,768
Investing activities          $      (13,540 )   $  (152,363 )
Financing activities          $            -     $         -




For the nine months ended March 31, 2021, our net increase in cash and cash
equivalents totaled $5,043,671, which total was comprised of net cash provided
by operating activities in the amount of $3,089,788, net cash used in investing
activities in the amount of $13,540 and the effect of prevailing exchange rates
on our cash position of $1,967,423.



For the nine months ended March 31, 2020, our net increase in cash and cash
equivalents totaled $1,374,122, which total was comprised of net cash provided
by operating activities in the amount of $2,253,768, net cash used in financing
activities in the amount of $152,363 and the effect of the prevailing exchange
rates on our cash position of $1,015,331.



Our working capital at March 31, 2021 was $38,123,392, compared to working capital of $33,223,104 at June 30, 2020. This increase of $4,900,288 or 15% was primarily attributable to the increase of cash and cash equivalents in the amount of $5,043,671.





Net cash provided by operating activities was $3,089,788 for the nine months
ended March 31, 2021, primarily attributable to net income in the amount of
$1,557,767 and a decrease of accounts receivable in the amount of $119,103. The
positive effect of exchange rate changes on cash and cash equivalents in the
amount of $1,967,423 for the nine months ended March 31, 2021 was mainly a
result of the effect of the valuation of the RMB against the USD on the
significant amount of cash and cash equivalents held by the Company in RMB. The
exchange rates from USD to RMB were 7.0650 to 1 and 6.5518 to 1 as of June 30,
2020 and March 31, 2021, respectively, and the average exchange rate from USD to
RMB was 6.6788 for the nine months ended March 31, 2021.



                                       28





Net cash provided by operating activities was $2,253,768 for the nine months
ended March 31, 2020, primarily attributable from net income of $3,175,880. Net
cash used in investing activities was $152,363 for the nine months ended March
31, 2020, primarily due to expenditures in property, plant and equipment of
$133,436. The negative effect of exchange rate changes on cash and cash
equivalents in the amount of $1,015,331 for the nine months ended March 31, 2020
was mainly a result of the effect of the depreciation of the value of RMB for
USD. The exchange rates from USD to RMB were 6.8668 to 1 and 7.0808 to 1 as of
June 30, 2019 and March 31, 2020, respectively, and the average exchange rate
from USD to RMB was 7.0128 for the nine months ended March 31, 2020.



Other than as described in this report, we have no present agreements or
commitments with respect to any material acquisitions of businesses, products,
product rights, technologies, or any other material capital expenditures.
However, we will continue to evaluate acquisitions of, and/or investments in,
products, technologies, capital equipment or improvements, or companies that
complement our business and may make such acquisitions and/or investments in the
future. Accordingly, we may need to obtain additional sources of capital in the
future to finance any such acquisitions and/or investments. We may not be able
to obtain such financing on commercially reasonable terms, if at all. Even if we
are able to obtain additional financing, it may contain undue restrictions on
our operations, in the case of debt financing, or cause substantial dilution for
our stockholders, in the case of equity financing.



Related Party Debts



We had related party debts in the amount of $7,927,301 as of March 31, 2021, as
compared to $7,259,862 as of June 30, 2020, an increase of $667,439 or 9%. Our
related party debts mainly consist of a loan from Mr. Xin Sun, the CEO of the
Company. The loan is unsecured, non-interest bearing, and has no fixed terms of
repayment. There was no written agreement for the loan. See Note 8.



Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that are currently material or reasonably likely to be material to its financial position or results of operations.

Critical Accounting Policies and Estimates





We prepare the unaudited condensed consolidated financial statements in
accordance with US GAAP. These accounting principles require us to make
judgments, estimates and assumptions on the reported amounts of assets and
liabilities at the end of each fiscal period, and the reported amounts of
revenues and expenses during each fiscal period. We continually evaluate these
judgments and estimates based on our own historical experience, knowledge and
assessment of current business and other conditions, our expectations regarding
the future based on available information, and assumptions that we believe

to be
reasonable.



There have been no material changes during the nine months ended March 31, 2021
in the Company's significant accounting policies to those previously disclosed
in the annual report on Form 10-K for the fiscal year ended June 30, 2020.



                                       29

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