The following discussion of our financial condition and results of operations
should also be read in conjunction with our unaudited consolidated financial
statements and the notes to those financial statements appearing elsewhere in
this report. The following discussion contains forward-looking statements
relating to future events or our future performance. Actual results may
materially differ from those projected in the forward-looking statements as a
result of certain risks and uncertainties set forth in this report. Although
management believes that the assumptions made and expectations reflected in the
forward-looking statements are reasonable, there is no assurance that the
underlying assumptions will, in fact, prove to be correct or that actual results
will not be different from expectations expressed in this report.



Business Overview



We are a holding company incorporated in Nevada. As a holding company with no
material operations of our own, we conduct a substantial majority of our
operations through our subsidiaries established in the People's Republic of
China, or "PRC" or "China," and our variable interest entity, or "VIE." We
control and receive the economic benefits of our VIE's business operations
through certain contractual arrangements. Because of our corporate structure, we
are subject to risks due to uncertainty of the interpretation and the
application of the PRC laws and regulations, including but not limited to
limitation on foreign ownership of internet technology companies, and regulatory
review of oversea listing of PRC companies through a special purpose vehicle,
and the validity and enforcement of the VIE Agreements. We are also subject to
the risks of uncertainty about any future actions of the PRC government in this
regard. Our VIE Agreements may not be effective in providing control over VIE.
We may also subject to sanctions imposed by PRC regulatory agencies including
Chinese Securities Regulatory Commission if we fail to comply with their rules
and regulations.


We primarily engage in the manufacturing and distribution of organic fertilizer and the sales of agricultural products in the PRC. Our organic fertilizer products are sold under our brand names "Zongbao," "Fukang," and "Muliang."





Through our patented technology, we process crop straw (including corn, rice,
wheat, cotton, and other crops) into high quality organic nutritious fertilizers
that are easily absorbed by crops in three hours. Straws are common agricultural
by-products. In PRC, farmers usually remove the straw stubble that are remains
after grains, by burning them in order to continue farming on the same land.
These activities have resulted in significant air pollution, and they damage the
surface structure of the soil with loss of nutrients. We turn waste into
treasure by transforming the straws into organic fertilizer, which also
effectively reduces air pollution. The straw organic fertilizer we produce does
not contain the heavy metals, antibiotics and harmful bacteria that are common
in the traditional manure fertilizer. Our fertilizers also provide optimum
levels of primary plant nutrients, including multi-minerals, proteins and
carbohydrates that promote the healthiest soils capable of growing the healthy
crops and vegetables. It can effectively reduce the use of chemical fertilizers
and pesticides as well as reduce the penetration of large chemical fertilizers
and pesticides into the soil, thus avoiding water pollution. Therefore, our
fertilizer can effectively improve the fertility of soil, and the quality and
safety of agricultural products.



We generated our revenue mainly from our organic fertilizers, which accounted
for approximately 90.1% and 100% of our total revenue for the six months ended
June 30, 2021 and 2020, respectively. We currently have two integrated factories
in Weihai City, Shandong Province, PRC to produce our organic fertilizers, which
have been in operations since August 2015. We plan to improve the technology for
our existing straw organic fertilizer production lines in the following aspects:
(i) adopt more advanced automatic control technology for raw material feed to
shorten the processing time of raw material, and (ii) manufacture powdered
organic fertilizer instead of granular organic fertilizer production in order to
avoid the drying and cooling process, as such will increase our production
capacity.



With the focus of producing organic fertilizers, we also engage in the business
of selling agriculture food products including apples, and as a sales agent for
other large agriculture companies in the PRC. In 2014, we rented 350 mu (about
57.66 acres) of mountainous land as an apple orchard. The sales of apples
generated less than 1% of our total revenue for the six months ended June 30,
2021 and 2020. We expect to generate more revenues from the sales of apples as
the apple orchards become more mature in the next few years.



                                       28





In addition, we plan to engage in the processing and distribution of black goat
products, with business commencing at the end of 2021. We are currently
constructing a deep-processing slaughterhouse and processing plant which is
expected to have the capacity of slaughtering 200,000 black goats per year in
Chuxiong City, Yunnan Province, in China. Our black goat processing products
including goat rib lets, goat loin roast, goat loin chops, goat rack, goat leg,
goat shoulder, goat leg shanks, ground goat, goat stew meat, whole goat, half
goat, lamb viscera, etc. We expect to start generating revenue from the black
goat products at the end of 2021.



We have sold our industrial land and buildings in Shanghai through an
administratively organized private sale before the end of the fiscal year ended
December 31, 2020. Through the sale, we have cleared all liens and legal claims
attached to our subsidiary Zongbao and improve our cash position. We have
completed the sale in April 2021.



Viagoo Solutions



Viagoo logistic platform aims to provide a solution for shippers to easily
optimize the logistics resources by either listing their assets in the platform
for other shippers to book or request the logistic services via the platform.
The flexible sharing model ensures shippers and carriers to be able to get the
best deals so as to reduce the cost by maximizing utilization of the unused
resources.



Viagoo platform provides full online tracking, route optimization and capacity
planning options to help the carriers efficiently manage their operations. Using
Internet of Things (IOT), GPS, mobile integration, document and data integration
services, Viagoo platform is able to empower shippers and carriers with an up to
date digital platform to support their digital transformations. With a ready
Application Programming Interface (API) to various eCommerce platforms, shippers
and carriers are able to plan their digital strategies and grow their
businesses.



Viagoo platform is built on a secured cloud environment that has been tested and
approved by some key corporate users in healthcare as well as logistics sectors.
With advanced technology in plan, Viagoo is seeking investments to expand the
digital capability particularly in the area of Artificial Intelligence, machine
learning, blockchain in transaction handling, data analytics in resource
distribution and cold chain management. Also, using document automation and data
integration technologies, Viagoo platform will offer value added services such
as insurance on the go, vehicle lease financing, link up to rest stop, fuel,
vehicle workshop services.



The acquisition of Viagoo Pte Ltd, a Singapore based online logistic platform,
will enable the Muliang group of companies to optimize the transport logistics
to lower the cost of delivery and increase the efficiency. The platform will
connect truck drivers to Muliang and provide end to end tracking of delivery
status. With this platform, it is expected to reduce delivery costs by 30%.



Viagoo platform is expected to be opened to the China market where other
companies and merchants can book delivery services and transporters can sign on
to list and provide their services. Development work has begun in August 2020 to
provide localization and support for map and address services in China. The
development and testing are expected to be completed in February 2021 and ready
for launch in April 2021.



Viagoo Business Model


Viagoo business model has 3 main revenue streams.





                                       29





Viagoo Transport Marketplace (VTM) - This is the transaction platform for
shippers and carriers to list and accept delivery jobs. The platform provides
sharing functions where a group of shippers can share the transport fleet to
some common places (e.g. shopping malls in the city). This service will reduce
the waiting time and fuels and resulting in huge cost savings.



? VTM provides single job and bulk orders or API connection for job posting.

The fees are pre-calculated based on distance, areas, volume matric

weight, type of goods, delivery options and time.

? Task tracking - Shippers can track the delivery status if the option for

tracking is required.

? eWallet option - eWallet will be used for the service purpose and payment


        will be deducted from the eWallet stored value.

    ?   Reports - Delivery reports are available for shippers to track the
        performance and status of the delivery operation.



VTM is charged to carriers based on certain percentage of the freight charges. Other add-on services like online insurance, rest stop services will be a percentage charged to the service providers.





Viagoo Enterprise Services (VES) - is a cloud base service that provides the
operation management to support the Transport and Logistics team. With the use
of the various modules, carrier's transport management is able to greatly
optimised the resources and achieve higher efficiency.



? Automatic Scheduling - Delivery / Invoice data will be pushed to the VES

for automatic schedule to the driver via VES mobile app. The criteria of

automatic scheduling are based on location, time preference, and route

zoning. These criteria can be configured and fine-tuned as the business


        progresses.




    ?   Route Optimisation - The system is able to automatically calculate the

best routes based on various delivery points and constraints such as "time

window". With the route optimisation, the transport planner is able to

handle new delivery addresses dynamically. Also if there is a change in

delivery plans due to various unforeseen circumstances such as vehicle


        breakdown, customer last minute cancellation, the system is able to
        re-optimise quickly by pushing a button.



? VES Driver app - Task tracking - Once the tasks are started, they will be

tracked till the jobs are completed. If e-sign is accepted, customers can

sign and acknowledge the acceptance of goods using VES' mobile sign

feature built into the app or by taking a photo of the signed invoices or


        deliver orders (usually the last page of the document).




    ?   Customer Notification - Customers will be notified via email upon the
        completion of the delivery. A copy of the invoice / delivery order along

with the signed copies will be sent to customers (customer email list to


        be maintained in the system) via email.



? Reports - Delivery reports are available for operations managers to track


        the performance and status of the delivery operations.



? VES Temperature Sensor Tracking Services - This is an additional module

for real-time tracking of temperature control (via a GPS temperature


        tracking device installed in the truck) trucks for the purpose of
        preventing food waste and ensuring food safety.



VES is charged based on a monthly subscription by vehicles and by users. It is integrated with VTM and jobs received via VTM can be assigned and tracked automatically by VES.





Enterprise Systems - This is a project based system integration. The enterprise
system is charged based on project price and annual maintenance service fees. As
Viagoo smart logistics platform gains acceptance in local markets, we expect
business opportunities to arise for us to custom build enterprise solutions in
the healthcare as well as logistics sectors. For example, Parkway Pantai
Singapore is using us to custom build the online logistic job assignment and
tracking of lab sample collection / delivery between clinics / hospitals and
lab. This is to facilitate efficient deployment of the delivery resources and to
ensure compliance is achieved in a tightly controlled fashion.



Critical Accounting Policies





Our discussion and analysis of our financial condition and results of operations
are based on our consolidated financial statements, which have been prepared in
accordance with U.S. generally accepted accounting principles. The preparation
of these financial statements requires us to make estimates and judgments that
affect the reported amounts of assets, liabilities, revenues and expenses. We
evaluate, on an on-going basis, our estimates for reasonableness as changes
occur in our business environment. We base our estimates on experience, the use
of independent third-party specialists, and various other 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. Actual results may differ from
these estimates under different assumptions or conditions.



                                       30




Critical accounting policies are defined as those that are reflective of significant judgments, estimates and uncertainties, and potentially result in materially different results under different assumptions and conditions. We believe the following are our critical accounting policies:





Basis of Presentation


Our consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States, or U.S. GAAP.





Principles of Consolidation


Muliang Viagoo consolidates the following entities, including wholly-owned
subsidiaries, Muliang HK, Shanghai Mufeng, Viagoo, and its wholly controlled
variable interest entities, Muliang Industry, and Zhongbao, 60% controlled
Agritech Development, 99% controlled Fukang, 65% controlled Zhonglian, 80%
controlled Yunnan Muliang and 51% controlled Heilongjiang. The 40% equity
interest holder of Agritech Development, 1% equity interest holders in Fukang,
35% equity interest holders in Zhonglian, 20% interest in Yunnan Muliang and 49%
equity interest in Heilongjiang are accounted as non-controlling interest in the
Company's consolidated financial statements.



The variable interest entities consolidated for which the Company is deemed the
primary beneficiary. All significant inter-company accounts and transactions
have been eliminated in consolidation.



Use of Estimates



In preparing financial statements in conformity with U.S. GAAP, management makes
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities at the dates of
the financial statements, as well as the reported amounts of revenues and
expenses during the reporting period. Significant estimates, required by
management, include the recoverability of long-lived assets and the valuation of
inventories. Actual results could differ from those estimates.



Accounts Receivable



We state accounts receivable at cost, net of allowance for doubtful accounts.
Based on our past experience and current practice in the PRC, management
provides for an 100% allowance for doubtful accounts equivalent to those
accounts that are not collected within one year, and 50% for receivables
outstanding for longer than six months. It is management's belief that the
current bad debt allowance adequately reflects an appropriate estimate based on
management's judgment.



Inventory Valuation



We value our fertilizer inventories at the lower of cost, determined on a
weighted average basis, and net realizable value (the estimated market price).
Substantially all inventory expenses, packaging and supplies are valued by

the
weighted average method.



Revenue Recognition



On January 1, 2018, the Company adopted ASC 606 using the modified retrospective
method. Results for the reporting period beginning after January 1, 2018 are
presented under ASC 606, while prior period amounts have not been adjusted and
continue to be reported in accordance with the Company's historic accounting
under Topic 605.


Management has determined that the adoption of ASC 606 did not impact the Company's previously reported financial statements in any prior period nor did it result in a cumulative effect adjustment to opening retained earnings.





                                       31





Revenue for sale of products is derived from contracts with customers, which
primarily include the sale of fertilizer products and environmental protection
equipment. The Company's sales arrangements do not contain variable
consideration. The Company recognizes revenue at a point in time based on
management's evaluation of when performance obligations under the terms of a
contract with the customer are satisfied and control of the products has been
transferred to the customer. For vast majority of the Company's product sales,
the performance obligations and control of the products transfer to the customer
when products are delivered, and customer acceptance is made.



Revenue for logistics-related service is derived from Viagoo subsidiaries.
Through an online service platform, the company provides the operation
management service to support customers. For VTM service, revenue is charged to
carriers based on certain percentage of the freight charges. For VES service,
revenue is recognized based on monthly subscription by vehicles and by users.
For system integration service, revenue is recognized over time based on the
progress of project and annual maintenance service.



Pursuant to the guidance of ASC Topic 840, rent shall be reported as income by
lessors over the lease term as it becomes receivable. The Company currently
leased part of the building of the Shanghai new plant to third parties as
warehouse. The Company recognizes building leasing revenue over the beneficial
period described by the agreement, as the revenue is realized or realizable

and
earned.



Income Taxes



The Company accounts for income taxes under the provisions of Section 740-10-30
of the FASB Accounting Standards Codification, which is an asset and liability
approach that requires the recognition of deferred tax assets and liabilities
for the expected future tax consequences of events that have been recognized in
its financial statements or tax returns.



The Company is subject to the Enterprise Income Tax law ("EIT") of the People's
Republic of China. The Company's operations in producing and selling fertilizers
are subject to the 25% enterprise income tax.



New Accounting Standards



In February 2016, the FASB issued Accounting Standards Update No. 2016-02 (ASU
2016-02) "Leases (Topic 842)". ASU 2016-02 requires a lessee to recognize in the
statement of financial position a liability to make lease payments (the lease
liability) and a right-of-use asset representing its right to use the underlying
asset for the lease term. ASU 2016-02 is effective for interim and annual
reporting periods beginning after December 15, 2018. Early adoption is
permitted. For finance leases, a lessee is required to do the following:



? Recognize a right-of-use asset and a lease liability, initially measured

at the present value of the lease payments, in the statement of financial

position

? Recognize interest on the lease liability separately from amortization of


        the right-of-use asset in the statement of comprehensive income

    ?   Classify repayments of the principal portion of the lease liability within

financing activities and payments of interest on the lease liability and

variable lease payments within operating activities in the statement of


        cash flows.



For operating leases, a lessee is required to do the following:

? Recognize a right-of-use asset and a lease liability, initially measured

at the present value of the lease payments, in the statement of financial

position

? Recognize a single lease cost, calculated so that the cost of the lease is

allocated over the lease term on a generally straight-line basis



    ?   Classify all cash payments within operating activities in the statement of
        cash flows.




                                       32





In July 2018, the FASB issued Accounting Standards Update No. 2018-11 (ASU
2018-11), which amends ASC 842 so that entities may elect not to recast their
comparative periods in transition (the "Comparatives Under 840 Option"). ASU
2018-11 allows entities to change their date of initial application to the
beginning of the period of adoption. In doing so, entities would:



    ?   Apply ASC 840 in the comparative periods.

? Provide the disclosures required by ASC 840 for all periods that continue


        to be presented in accordance with ASC 840.

    ?   Recognize the effects of applying ASC 842 as a cumulative-effect
        adjustment to retained earnings for the period of adoption.




In addition, the FASB also issued a series of amendments to ASU 2016-02 that
address the transition methods available and clarify the guidance for lessor
costs and other aspects of the new lease standard.



The management has reviewed the accounting pronouncements and adopted the new standard on January 1, 2019 using the modified retrospective method of adoption.





In December 2019, the FASB issued ASU 2019-12 - Income Taxes (Topic 740):
Simplifying the Accounting for Income Taxes. This ASU provides an exception to
the general methodology for calculating income taxes in an interim period when a
year-to-date loss exceeds the anticipated loss for the year. This update also
(1) requires an entity to recognize a franchise tax (or similar tax) that is
partially based on income as an income-based tax and account for any incremental
amount incurred as a non-income-based tax, (2) requires an entity to evaluate
when a step-up in the tax basis of goodwill should be considered part of the
business combination in which goodwill was originally recognized for accounting
purposes and when it should be considered a separate transaction, and (3)
requires that an entity reflect the effect of an enacted change in tax laws or
rates in the annual effective tax rate computation in the interim period that
includes the enactment date. The standard is effective for the Company for
fiscal years beginning after December 15, 2020, with early adoption permitted.
The Company is currently in the process of evaluating the impact of the adoption
on its consolidated financial statements.



In August 2018, the FASB issued ASU 2018-13, "Fair Value Measurement (Topic
820), - Disclosure Framework - Changes to the Disclosure Requirements for Fair
Value Measurement," which makes a number of changes meant to add, modify or
remove certain disclosure requirements associated with the movement amongst or
hierarchy associated with Level 1, Level 2 and Level 3 fair value measurements.
The amendments in this Update modify the disclosure requirements on fair value
measurements based on the concepts in FASB Concepts Statement, Conceptual
Framework for Financial Reporting-Chapter 8: Notes to Financial Statements,
including the consideration of costs and benefits. The amendments on changes in
unrealized gains and losses, the range and weighted average of significant
unobservable inputs used to develop Level 3 fair value measurements, and the
narrative description of measurement uncertainty should be applied prospectively
for only the most recent interim or annual period presented in the initial
fiscal year of adoption. All other amendments should be applied retrospectively
to all periods presented upon their effective date. The amendments are effective
for all entities for fiscal years beginning after December 15, 2019, and interim
periods within those fiscal years, with early adoption permitted. The Company is
currently evaluating the potential impacts of ASU 2018-13 on its consolidated
financial statements.


The Company believes that there were no other accounting standards recently issued that had or are expected to have a material impact on our financial position or results of operations.





Results of Operations


We are principally engaged in the organic fertilizer manufacture and distribution business in the PRC, which account for 90% of our total revenue for the six months ended June 30, 2021.


As a result of the COVID-19 outbreak in December 2019 and continuing in the year
of 2020, the Company's businesses, results of operations, financial position and
cash flows were adversely affected in 2020. However, the COVID-19 was under
control for the six months ended June 30, 2021 in China. And we are growing our
revenue steadily currently and will keep growing through 2021.



                                       33




Results of Operations for the Three Months Ended June 30, 2021 and 2020





                                               Three Months Ended
                                                    June 30,
                                              2021            2020          Fluctuation
                                                $               $                $               %
Revenues-fertilizer                          2,336,367       3,214,184          (877,817 )       -27.31 %
Revenues-logistic                              226,184               -           226,184            N/A

Revenues-agricultural products                       -               -     

           -            N/A
Subtotal of revenue                          2,562,551       3,214,184          (655,234 )       -20.27 %
Cost-fertilizer                              1,372,824       1,815,710          (442,886 )       -24.39 %
Cost- logistic                                 134,379               -           134,379            N/A

Cost- agricultural products                          -               -     

           -            N/A
Subtotal of cost                             1,507,203       1,815,710          (308,507 )       -16.99 %
Gross profit                                 1,055,348       1,398,474          (343,126 )       -24.54 %
Gross margin                                     41.18 %         43.51 %
Operating expenses:

General and administrative expenses            380,564         452,337     

     (71,773 )       -15.87 %
Selling expenses                               137,884         102,562            35,322          34.44 %
Total operating expenses                       518,448         554,899           (36,451 )        -6.57 %
Income(loss) from operations                   536,900         843,575          (306,675 )       -36.35 %
Other income (expense):
Interest expense                               (48,807 )       (98,152 )          49,345         -50.27 %
Rent net income                                      -             769              (769 )          N/A
Other income (expense), net                     50,432          (2,778 )          53,210       -1915.41 %
Total other income (expense)                     1,625        (100,161 )         101,786        -101.62 %
Income before income taxes                     538,525         743,414          (204,889 )       -27.56 %
Income taxes                                         -          15,599           (15,599 )          N/A
Net income (loss)                              538,525         727,815          (189,290 )       -26.01 %




                                       34





Revenue



Total revenue for fertilizer decreased from $3,214,184 for the three months
ended June 30, 2020 to $2,336,367 for the three months ended June 30, 2021,
which represented a decrease of $877,817, or approximately negative 27.31%. The
decrease in revenue was mainly due to the remaining cautious on the future
economic growth for most of our customers. Traditionally, we experience some
seasonality in our sales. We tend to sell more fertilizer products in the second
half of the year. Additionally, there has been a general recovery in the economy
after the height of the pandemic. We expect to see a trend of improving sales as
the epidemic moves further into the past.



Cost of sales


Cost of sales for fertilizer decreased from $1,815,710 for the three months ended June 30, 2020 to $1,372,824 for the three months ended June 30, 2021, which represented a decrease of approximately $442,886, or negative 24.39%. The decrease in cost of revenue for fertilizer was in line with the decrease in revenue.





Gross profit



The gross profit decreased from $1,398,474 for the three months ended June 30,
2020 to gross profit of $1,055,348 for the three months ended June 30, 2021. The
gross margin on fertilizer decreased from 43.51% for the three months ended June
30, 2020 to 41.18% for the three months ended June 30, 2021.



Expenses



We incurred $137,884 in selling expenses for the three months ended June 30,
2021, compared to $102,562 for the three months ended June 30, 2020. We incurred
$380,564 in general and administrative expenses for the three months ended June
30, 2021, compared to $452,337 for the three months ended June 30, 2020. Total
selling, general and administrative expenses decreased by $36,451, or 6.57% for
the three months ended June 30, 2021 as compared to the same period in 2020. Our
selling expenses increased by $35,322 and our general and administrative
expenses decreased by $71,773. We expect our general and administrative expense
to increase in the near future, if we successfully complete our public offering.



Interest income (expense)



We incurred $48,807 in interest expense during the three months ended June 30,
2021, compared with interest expense of $98,152 for the three months ended
June
30, 2020.



Net income


Our net income was $538,525 for the three months ended June 30, 2021, compared with net income of $727,815 for the three months ended June 30, 2020, representing a decrease of $189,290.





                                       35




Results of Operations for the Six Months Ended June 30, 2021 and 2020





                                                 Six Months Ended
                                                     June 30,
                                               2021            2020          Fluctuation
                                                $                $                $               %
Revenues-fertilizer                           3,721,181       3,972,391          (251,210 )        -6.32 %
Revenues-logistic                               410,338               -           410,338            N/A

Revenues-agricultural products                      120          80,740    

      (80,620 )       -99.85 %
Subtotal of revenue                          4,131,639,       4,053,131            78,508           1.94 %
Cost-fertilizer                               2,176,053       2,261,100           (85,047 )        -3.76 %
Cost- logistic                                  231,903               -           231,903            N/A

Cost- agricultural products                          89          88,454    

      (88,365 )       -99.90 %
Subtotal of cost                              2,408,045       2,349,554            58,491           2.49 %
Gross profit                                  1,723,594       1,703,577            20,017           1.17 %
Gross margin                                      41.72 %         42.03 %
Operating expenses:

General and administrative expenses             709,256         909,383          (200,127 )       -22.01 %
Selling expenses                                209,404         110,009            99,395          90.35 %
Total operating expenses                        918,660       1,019,392          (100,732 )        -9.88 %
Income(loss) from operations                    804,934         684,185           120,749          17.65 %
Other income (expense):
Interest expense                                (65,645 )      (196,775 )         131,130         -66.64 %
Rent net income                                       -           3,386            (3,386 )          N/A
Other income (expense), net                      59,740          (4,111 )          63,851       -1553.17 %
Total other income (expense)                     (5,905 )      (197,500 )         191,595         -97.01 %
Income before income taxes                      799,029         486,685    

      312,344          64.18 %
Income taxes                                          -          15,599           (15,599 )          N/A
Net income (loss)                               799,029         471,086           327,943          69.61 %




Revenue



Total revenue for fertilizer decreased from $3,972,391 for the six months ended
June 30, 2020 to $3,721,181 for the six months ended June 30, 2021, which
represented a decrease of $251,210, or approximately negative 6.32%. The
decrease in revenue was mainly due to the remaining cautious on the future
economic growth for most of our customers. Traditionally, we experience some
seasonality in our sales. We tend to sell more fertilizer products in the second
half of the year. Additionally, there has been a general recovery in the economy
after the height of the pandemic. We expect to see a trend of improving sales as
the epidemic moves further into the past.



                                       36





Cost of sales



Cost of sales for fertilizer decreased from $2,261,100 for the six months ended
June 30, 2020 to $2,176,053 for the six months ended June 30, 2021, which
represented a decrease of approximately $85,047, or negative 3.76%. The decrease
in cost of revenue for fertilizer was in line with the decrease in revenue.




Gross profit



The gross profit increased from $1,703,577 for the six months ended June 30,
2020 to gross profit of $1,723,594 for the six months ended June 30, 2021. The
gross margin on fertilizer decreased from 42.03% for the six months ended June
30, 2020 to 41.72% for the six months ended June 30, 2021.



Expenses



We incurred $209,404 in selling expenses for the six months ended June 30, 2021,
compared to $110,009 for the six months ended June 30, 2020. We incurred
$709,256 in general and administrative expenses for the six months ended June
30, 2021, compared to $909,383 for the six months ended June 30, 2020. Total
selling, general and administrative expenses decreased by $100,732, or 9.88% for
the six months ended June 30, 2021 as compared to the same period in 2020. Our
selling expenses increased by $99,395 and our general and administrative
expenses decreased by $200,127. We expect our general and administrative expense
to increase in the near future, if we successfully complete our public offering.



Interest income (expense)



We incurred $65,645 in interest expense during the six months ended June 30,
2021, compared with interest expense of $196,775 for the six months ended June
30, 2020.



Net income



Our net income was $799,029 for the six months ended June 30, 2021, compared
with net income of $471,086 for the six months ended June 30, 2020, representing
an increase of $327,943.


Liquidity and Capital Resources





Liquidity is the ability of a company to generate funds to support its current
and future operations, satisfy its obligations and otherwise operate on a going
concern basis. At June 30, 2021 and December 31, 2020 our net current assets
(working capital) were $6,093,004 and $5,145,436, respectively.



We have financed our operations over the six months ended June 30, 2021 and 2020 primarily through proceeds from net cash inflow from operations.

The components of cash flows are discussed below:





                                                            Six Months Ended
                                                                June 30,
                                                          2021             2020

Net cash provided by (used in) operating activities $ 3,618,813 $ 2,031,345 Net cash provided by (used in) investing activities

              -          

-


Net cash used in financing activities                   (3,974,127 )     (2,126,617 )
Exchange rate effect on cash                                62,146           70,443
Net cash inflow (outflow)                             $   (293,168 )   $    (24,829 )






                                       37




Cash Used in Operating Activities


Net cash provided by operating activities was $3,618,813 for the six months
ended June 30, 2021. The net cash inflow consisted primarily of net income of
$799,029, depreciation and amortization of $284,392, a decrease of $4,028,765 in
account receivable, a decrease of $10,723,849 in other receivable, which were
offset by an increase of $3,842,909 in prepayment, a decrease of $5,540,309 in
accounts payable and accrued payables, and a decrease of $2,942,573 in other
payable.



Net cash provided by operating activities was $2,031,345 for the six months
ended June 30, 2020. The net cash inflow consisted primarily of net income of
$471,086, depreciation and amortization of $458,564, an increase of $1,294,099
in account payable and accrued payables, an increase of $150,058 in other
payable, a decrease of $91,029 in prepayment, which were offset by an increase
of $438,441 in account receivable, an increase of $34,109 in other receivable.



Cash used in Investing Activities

There is no cash flow in investing activities for the six months ended June 30, 2021 and 2020.

Cash Used in Financing Activities





Net cash used in financing activities was $3,974,127 for the six months ended
June 30, 2021. During the period, cash used in financing activities mainly
consisted of the proceeds from related parties of $629,490, and repayment of
short-term loan of $4,603,617.



Net cash used in financing activities was $2,126,617 for the six months ended
June 30, 2020. During the period, cash used in financing activities consisted of
the repayment to related parties of $1,330,453, and repayment of short-term

loan
of $796,164.



We anticipate that our current cash reserves plus cash from our operating
activities will not be sufficient to meet our ongoing obligations and fund our
operations for the next twelve months. As a result, we will need to seek
additional funding in the near future. We currently do not have a specific plan
of how we will obtain such funding; however, we anticipate that additional
funding will be in the form of equity financing from the sale of shares of our
common stock or renewing our current obligations with lenders. We may also seek
to obtain short-term loans from our directors or unrelated parties. Additional
funding may not be available, or at acceptable terms, to us at this time. If we
are unable to obtain additional financing, we may be required to reduce the
scope of our business development activities, which could harm our business
plans, financial condition and operating results.



Contractual Commitments and Commitments for Capital Expenditure





Contractual Commitments



The following table summarizes our contractual obligations at June 30, 2021 and
the effect those obligations are expected to have on our liquidity and cash

flow
in future periods.



                                      Payments Due by Period as of June 30, 2021
                                              Less than       2 - 3      4 - 5        Over
                              Total            1 Year         Years      Years       5 Years
Contractual obligations
Loans                     $   1,441,897      $ 1,441,897     $    1-     $    -     $       -
Others                                -                -           -          -             -
                          $   1,441,897      $ 1,441,897     $     -     $    -     $       -




                                       38




Commitments for Capital Expenditure

There were no non-cancelable commitments for capital expenditure as of June 30, 2021.





Off Balance Sheet Items



We do not have any off-balance sheet arrangements that we are required to
disclose pursuant to these regulations. In the ordinary course of business, we
enter into operating lease commitments, purchase commitments and other
contractual obligations. These transactions are recognized in our financial
statements in accordance with generally accepted accounting principles in the
United States.

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