The following discussion and analysis of our results of operations and financial
condition for the fiscal years ended March 31, 2021 and 2020 should be read in
conjunction with our financial statements and the notes to those financial
statements that are included elsewhere in this report. Our discussion includes
forward-looking statements based upon current expectations that involve risks
and uncertainties, such as our plans, objectives, expectations and intentions.
Actual results and the timing of events could differ materially from those
anticipated in these forward-looking statements as a result of a number of
factors, including those set forth under the "Risk Factors," "Cautionary Notice
Regarding Forward-Looking Statements" and "Description of Business" sections and
elsewhere in this report. We use words such as "anticipate," "estimate," "plan,"
"project," "continuing," "ongoing," "expect," "believe," "intend," "may,"
"will," "should," "could," "predict" and similar expressions to identify
forward-looking statements. Although we believe the expectations expressed in
these forward-looking statements are based on reasonable assumptions within the
bound of our knowledge of our business, our actual results could differ
materially from those discussed in these statements. Factors that could
contribute to such differences include, but are not limited to, those discussed
in the "Risk Factors" section of this report. We undertake no obligation to
update publicly any forward-looking statements for any reason even if new
information becomes available or other events occur in the future other than in
compliance with the SEC rules and regulations.



Our financial statements are prepared in U.S. Dollars and in accordance with
accounting principles generally accepted in the United States. See "Exchange
Rates" at the end of this section for information concerning the exchanges rates
at which Renminbi ("RMB") were translated into U.S. Dollars ("USD" or "$") at
various pertinent dates and for pertinent periods.



Overview



We currently operate in four business segments in China: (1) retail drugstores,
(2) online pharmacy, (3) wholesale of products similar to those that we carry in
our pharmacies, and (4) farming and selling herbs used for traditional Chinese
medicine ("TCM").



Our drugstores offer customers a wide variety of pharmaceutical products,
including prescription and over-the-counter ("OTC") drugs, nutritional
supplements, TCM, personal and family care products, medical devices, and
convenience products, including consumable, seasonal, and promotional items.
Additionally, we have licensed doctors of both western medicine and TCM on site
for consultation, examination and treatment of common ailments at scheduled
hours. As of March 31, 2021, we had 109 pharmacies in Hangzhou city under the
store brand of "Jiuzhou Grand Pharmacy". During the year ended March 31, 2021,
the Company sold its Lin'An Jiuzhou Pharmacy Co., Ltd ("Lin'An Jiuzhou"), which
runs ten stores in Linan City, to local investors for a total proceeds of $. On
the other side, we have been concentrating on new stores within Hangzhou
metropolitan area and opened five in the fiscal year 2021.



                                       35





Since May 2010, we have also been selling certain OTC drugs, medical devices,
nutritional supplements and other sundry products online. Our online pharmacy
sells through several third-party platforms such as Alibaba's Tmall, JD.com and
Amazon.com, and the Company's own platform all over China. In fiscal year 2020,
in order to keep competitive in certain third-party platforms such as Tmall, we
have spent reasonable resources on marketing our products through these
third-party platforms. Our sales through our own platform are primarily
generated by customers who use their private commercial medical insurances
package.



We operate a wholesale business through Jiuxin Medicine distributing third-party
pharmaceutical products (similar to those carried by our pharmacies) primarily
to trading companies and other local drugstores in China. We also farm certain
herbs used in TCM but have not made sales in the year ended March 31, 2021.



Amidst COVID-19 outbreak, we experienced a decline in the number of customer
visits. To avoid face-to-face contact, customers tend to shop online. In order
to keep pace with customers' change in their ways of shopping, we strengthened
our O2O service team, which takes orders online, i.e. via mobile phone app, and
delivers products to local community from our stores. The spread of the disease
has been effectively controlled in China in the past few months. The number of
the new daily cases has become limited. People now work and live as normal. As a
result, we believe the negative impacts on our operations are temporary.
However, the impact of COVID-19 on our operations depends on its future
developments, which are highly uncertain and cannot be predicted. Major factors
include the duration of the outbreak, new information concerning the severity of
the coronavirus, and actions to contain coronavirus or minimize its harm, among
others.


Critical Accounting Policies and Estimates





In preparing our audited consolidated financial statements in accordance with
accounting principles generally accepted in the United States of America, we are
required to make judgments, estimates and assumptions that affect: (i) the
reported amounts of our assets and liabilities; (ii) the disclosure of our
contingent assets and liabilities at the end of each reporting period; and (iii)
the reported amounts of revenue and expenses during each reporting period. We
continually evaluate these 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 reasonable
assumptions, which together form our basis for making judgments about matters
that are not readily apparent from other sources. Since the use of estimates is
an integral component of the financial reporting process, our actual results
could differ materially from those estimates.



We believe that any reasonable deviation from those judgments and estimates
would not have a material impact on our financial condition or results of
operations. To the extent that the estimates used differ from actual results,
however, adjustments to the statement of operations and corresponding balance
sheet accounts would be necessary. These adjustments would be made in future
financial statements.



When reading our financial statements, you should consider: (i) our critical
accounting policies; (ii) the judgment and other uncertainties affecting the
application of such policies; and (iii) the sensitivity of reported results to
changes in conditions and assumptions. The critical accounting policies and
related judgments and estimates used to prepare our financial statements are
identified in Note 2 to our audited consolidated financial statements
accompanying in this report.



Revenue recognition



In May 2014, the FASB issued ASU No. 2014-09, which creates Topic 606, Revenue
from Contracts with Customers. The new guidance outlines a single comprehensive
model for entities to use in accounting for revenue arising from contracts with
customers. The core principle of the guidance is that an entity should recognize
revenue to depict the transfer of promised goods or services to customers in an
amount that reflects the consideration to which the entity expects to be
entitled in exchange for those goods and services. Additionally, the guidance
requires improved disclosure to help users of financial statements better
understand the nature, amount, timing, and uncertainty of revenue that is
recognized. The new guidance supersedes most current revenue recognition
guidance, including industry-specific guidance. The standard is effective for
annual reporting periods beginning after December 15, 2017, including interim
periods within that reporting period, and permits early adoption on a limited
basis. The update permits the use of either the retrospective or cumulative
effect transition method. On April 1, 2018, we adopted the guidance in ASC 606
and all the related amendments and applied the new revenue standard to all
contracts using the modified retrospective method. Based on the new standard our
revenue recognition policies related to membership rewards programs has changed.
Membership rewards, usually membership points, are accumulated by customers
based on their historical spending levels. The Company has determined that there
is an additional performance obligation to those customers at the time of the
initial transaction. The customers can then redeem these points against the
prices of merchandises they purchase in the future. At the end of each period,
unredeemed membership rewards are reflected as a contract liability. The
adoption of the new revenue standard was not material and is not expected to be
material to our net income on an ongoing basis.



                                       36




Impairment of definite-lived intangible assets





The Company evaluates the recoverability of definite-lived intangible assets
whenever events or changes in circumstances indicate that the carrying value of
an asset may not be recoverable. These long-lived assets are grouped and
evaluated for impairment at the lowest level at which individual cash flows can
be identified. When evaluating these long-lived assets for potential impairment,
the Company first compares the carrying amount of the asset group to the asset
group's estimated future cash flows (undiscounted and without interest charges).
If the estimated future cash flows are less than that carrying amount of the
asset group, an impairment loss calculation is prepared. The impairment loss
calculation compares the carrying amount of the asset group to the asset group's
estimated future cash flows (discounted and with interest charges). If required,
an impairment loss is recorded for the portion of the asset group's carrying
value that exceeds the asset group's estimated future cash flows (discounted and
with interest charges).



The long-lived asset impairment loss calculation contains uncertainty since
management must use judgment to estimate each asset group's future sales,
profitability and cash flows. When preparing these estimates, the Company
considers historical results and current operating trends and consolidated
sales, profitability and cash flow results and forecasts. These estimates can be
affected by a number of factors including, but not limited to, general economic
and regulatory conditions, efforts of third party organizations to reduce their
prescription drug costs and/or increased member co-payments, the continued
efforts of competitors to gain market share and consumer spending patterns.



In the year ended March 31, 2020, we evaluated the use rights of the forest
land, which is currently used to cultivate Ginkgo trees. The forest rights
certificate from the local village extends the life of the lease to January 31,
2060.Based on the evaluation of the forest land use rights, the Company recorded
an impairment of $228,506.



Results of Operations


Comparison of years ended March 31, 2021 and 2020





The following table summarizes our results of operations for the years ended
March 31, 2021 and 2020:



                                                                    Years ended December 31,
                                                            2021                                2020
                                                                  Percentage                          Percentage
                                                                   of total                            of total
                                                  Amount           revenue            Amount           revenue
Revenue                                        $ 133,134,633            100.0 %    $ 117,327,689            100.0 %
Cost of goods sold                             $ 103,890,824             78.0 %       91,801,259             78.2 %
Gross profit                                   $  29,243,809             22.0 %    $  25,526,430             21.8 %
Selling expenses                               $  26,954,914             20.2 %    $  23,793,603             20.3 %
General and administrative expenses            $  10,897,629              8.2 %    $   8,108,377              6.9 %
Impairment of long-lived assets                $     228,506              0.2 %    $     628,192              0.5 %
Loss from operations                           $  (8,837,240 )           (6.6 )%   $  (7,003,742 )           (6.0 )%
Other Expense, net                             $     429,210              0.3 %    $     562,323              0.5 %
Change in fair value of derivative liability   $      64,090              0.0 %    $     401,158              0.3 %
Income tax expense                             $      31,638              0.0 %    $      16,258              0.0 %
Net loss                                       $  (8,375,578 )           (6.3 )%   $  (6,457,677 )           (5.5 )%




Revenue



Primarily due to the rise in our online pharmacy and wholesale business, revenue
increased by $15,806,944 or 13.5% for the year ended March 31, 2021, as compared
to the year ended March 31, 2020.



                                       37





Revenue by Segment


The following table breaks down the revenue for our four business segments for the year ended March 31, 2021 and 2020:





                                          For the year ended March 31,
                                     2021                               2020
                                           % of total                         % of total      Variance by         % of
                           Amount           revenue           Amount           revenue           amount          change
Revenue from retail
drugstores              $  76,098,975             57.2 %   $  74,081,237             63.1 %   $  2,017,738            2.7 %
Revenue from online
sales                      22,485,919             16.8 %      13,541,215             11.6 %      8,944,704           66.1 %
Revenue from
wholesale business         34,549,739             26.0 %      29,705,237             25.3 %      4,844,502           16.3 %
Revenue from farming
business                            -                - %               -                - %              -              - %
Total revenue           $ 133,134,633            100.0 %   $ 117,327,689            100.0 %   $ 15,806,944           13.5 %




Retail drugstores sales, which accounted for approximately 57.2% of total
revenue for the year ended March 31, 2021, increased by $2,017,738 or 2.7%
compared to the year ended March 31, 2020, to $76,098,975. However, after
removing the impact of exchange rate fluctuation, the actual retail drugstores
sales decreased 1.5%. Same-store sales decreased by approximately $949,110, or
1.3%, while new stores contributed approximately $548,403 in revenue in the

year
ended March 31, 2021.


The actual decrease in our retail drugstore sales is primarily due to the negative effect on the overall economy from COVID-19 and our strategic decision to cease selling certain low-profit margin products that are eligible for reimbursement by NHSA since September 1, 2020


In the first half of Calendar 2020, to boost our sales, we promoted sale of DTP
(Direct-to-Patient) drugs. DTP drugs are usually new medicines not sold at
hospitals with low profit margin. As part of the PRC's recent medical reform
package, local governments require local hospitals to reduce the revenue
percentage from drug sales. In order to achieve such goal, public hospitals
first chose to case to sell low-profit-margin DTP products. As the biggest local
drugstore network in Hangzhou City, Jiuzhou Pharmacy has a few stores located
adjacent to local hospitals. Additionally, we have actively contacted local
vendors of certain DTP products that we were previously not selling and were
able to sell these DTP products in our stores. By setting special counters sell
DTP products at our stores, sales in our drugstores have increased especially in
the first half of Calendar 2020. However, sales of a few DTP drugs are
reimbursed by local NHSA. If we continue to sell large quantity of products
reimbursed by the NHSA, the agency may refuse to pay us due to its limited
budget. As a result, we chose to actively control sales of certain low-profit
margin products covered by NHSA.



In order to further balance its budget, the local NHSA announced to eliminate a
variety of medicines, including nutritional supplements, from its list of
reimbursed drugs beginning from September 1, 2020. Certain eliminated items are
quite popular at the market. As these products are not reimbursed by their
insurance program, customers usually choose to order less on these products. As
a result, our overall sales were affected. However, as we quickly searched for
substitute products favored by our customers, we expect to recover our sales in
the future.



Although local economy has quickly recovered from COVID-19, the economy growth
has slowed down in general. Local people have become more conservative in
consumption. Once the spread of COVID-19 is effectively controlled, we expect
the local consumption will surge again in the future. Our store count is 118 at
March, 2020 and 109 at March 31, 2021.



Our online pharmacy sales increased by approximately $8,944,704, or 66.1% for
the year ended March 31, 2021, as compared to the year ended March 31, 2020. The
increase was primarily caused by an increase in sales of prescription drugs via
e-commerce platforms such as Tmall. In the past, prescription drugs cannot be
sold online due to safety concern. However, because the nation has lifted the
ban order, online prescription drug sales become popular. As a result, the sale
of prescription drugs was $8,243,099 in the year ended March 31, 2021 as
compared to $1,447,469 in the year ended March 31, 2020. Additionally, we
maintained a membership care program targeted at chronic disease customers. We
have closely interacted with our members via WeChat by providing healthcare
knowledge and reminding our customers to refill medicine. By implementing a
personalized customer care program, we were able to promote our sales.



                                       38





The sales via our official website were primarily made by certain pharmacy
benefit management providers and insurance companies. For example, we have
signed a service contract with Yingda Taihe Life Insurance Co. Ltd. ("Yingda"),
a national insurance company. Certain companies bought private health insurances
from Yingda for their employees. By linking our online pharmacy platform with
Yingda and educating these employees, they are able to buy health products on
our online stores. The sales from these customers contributed significantly to
our official website sales. Additionally, in the first quarter of calendar 2021,
at the outbreak of COVID-19, we sold a large quantity of health protective
products such as masks. Our official website sales decreased by 74,238 or 2.5%
year over year.



Wholesale revenue increased by $4,844,502 or 16.3%, primarily as a result of our
ability to resell certain products, which our retail stores made large order on,
to other vendors. As our retail drugstores achieved large quantity sales of
certain brand name products, we were able to bargain for lower purchase prices
than the market level on these merchandises. As a result, vendors who were
unable to obtain a better price than ours, turned to us for these products,
causing the increase in the wholesale volume. However, hospitals are still the
dominant drug retailers in China. Local hospitals usually have strong ties with
their existing suppliers and we have not been able to make significant progress
in becoming a major supplier to local hospitals.



In the year ended March 31, 2021 and 2020, we have not harvested and generated
revenue from our farming business. We planted ginkgo trees during the year ended
March 31, 2013. A ginkgo tree may have a growth period of up to twenty years
before it is mature enough for harvest. Usually, the longer it grows the more
valuable it becomes. We plan to continue cultivating the trees in order to
maximize their market value in the future.



Gross Profit



Gross profit increased by $3,717,379 or 14.6% period over period primarily as a
result of an increase in gross profit provided by both wholesale business and
retail drugstores, which increased significantly in the year ended March 31,
2021. At the same time, gross margin increased from 21.8% to 22.0% due to higher
retail drugstores profit margins. The average gross margins for each of our four
business segments are as follows:



                                                 Year ended March 31,
                                                 2021             2020
Average gross margin for retail drugstores          30.2 %           28.1 %
Average gross margin for online sales               10.4 %           10.6 %
Average gross margin for wholesale business         11.3 %           11.0 %
Average gross margin for farming business            N/A              N/A




Retail gross margins increased primarily because we introduced certain popular
products with high profit margin and renegotiated prices with our suppliers
continuously. In order to promote our sales and profits, we specifically
selected a series of popular products such as radix bupleuri, which we believe
are suitable to local community. As a result, we were able to keep up with our
sales profit margin. Additionally, we continuously renegotiate with our vendors
and press price down to acceptable levels. For example, we explore more
suppliers to search for lower prices. We also try to directly purchase from
manufacturers instead of local vendors to cut off middle-man expenses. We expect
to keep our profit margin at a similar level in the future.



Gross margin of online pharmacy sales decreased primarily due to intense market
competition. We conduct our business either through certain e-commerce platforms
such as Tmall and JD.com or via our own official online pharmacy website,
www.dada360.com. The online prices of healthcare products are transparent as
customers can easily compare prices from websites. In order to promote our sales
through e-commerce platforms, we have to lower our prices leading to lower
profit margin. As a way to retain new customers from insurance companies, we
also kept low prices on our official online pharmacy websites. As a result, our
profit margin for online sales decreased.



Wholesale gross margin increased primarily due to various products with
different profit margin we carried and sold to certain pharmaceutical vendors.
Although we have attempted to market our products to major local hospitals and
other pharmacies, we have not been able to make significant progress. Until we
are able to obtain status as a provincial or national exclusive sale agent for
certain popular drugs or have sales access to large local hospitals, we may have
to maintain low profit margins in order to drive sales on our wholesale
business.



                                       39




Selling and Marketing Expenses





Sales and marketing expenses increased by $3,161,311 or 13.3% year over year,
primarily due to increase in salary and rent. Retaining key employees such as
store manager and pharmacists is critical to our success in the local market. To
retain our employees and keep competitive in compensation, we raised our sales
staff salary by approximately $1.1 million. In addition, the rent expense
increased by approximately $1.3 million as a result of local real estate boom.
Excluding the effect from the salary and rent, the sales and marketing expenses
increased by approximately $0.8 million, which primarily reflects the increase
in fee charged by distribution channels Such as Tmall and JD as a percentage of
online pharmacy sales. Overall, such expenses as a percentage of our revenue
were 20.2% and 20.3% respectively, in the year ended March 31, 2021 and 2020.



General and Administrative Expenses


General and administrative expenses increased by $2,789,252 or 34.4% period over
period primarily due to the increase in stock-based compensation, offset by the
decrease in bad debt expense. Such expenses as a percentage of revenue increased
to 8.2% from 6.9% for the same period a year ago. In December 2020, we issued a
total of 3,790,000 shares of common stock and recorded stock-based compensation
of approximately $3.9 million. In the year ended March 31, 2021, we recorded the
reduction in the allowance for bad debts of $1.0 million as compared to increase
in bad debt expense in of $0.1 million in FY2020. Excluding the above effects,
general and administrative expenses decreased by approximately $0.06 million.



Impairment of Long-lived Assets


We recorded an impairment of long-lived assets of $228,506 and $628,192 for the
year ended March 31, 2021 and 2020. In the year ended March 31, 2021, we
evaluated the forest land use rights and recorded an impairment of $228,506. In
the year ended March 31, 2020, we evaluated the licenses of insurance applicable
drugstores acquired in the past based on their discounted positive cash value.



Loss from Operations



As a result of the above, we had loss from operations of $8,837,240, as compared
to loss from operations of $7,003,742 a year ago. Our operating margin for the
year ended March 31, 2021 and 2020 was (6.6) % and (6.0) %, respectively.



Income Taxes


Our income tax expense increased by $15,380 period over period due to an increase in the effective rate resulting from an increase in profits in several business lines.





Net Loss


As a result of the foregoing, net loss is $8,375,578 in the year ended March 31, 2021 as compared to a net loss of $6,457,677 in the year ended March 31, 2020.





Accounts receivable



Accounts receivable, which are unsecured, are stated at the amount we expect to
collect. We continuously monitor collections and payments from our customers
(our distributors) and maintain a provision for estimated credit losses. To
prepare for potential loss in such accounts, we made corresponding reserves.



                                       40





Our accounts receivable aging was as follows for the periods described below:



                                      Retail          Online           Drug             Herb            Total
From date of invoice to customer    drugstores       Pharmacy        wholesale        farming           amount
1- 3 months                        $  8,574,015     $ 1,365,251     $ 3,440,787     $          -     $ 13,380,053
4- 6 months                             602,296          42,560          46,219                -          691,075
7- 12 months                             65,186          26,425          21,605                -          113,216
Over one year                         2,097,656           7,709          14,533                -        2,119,898
Allowance for doubtful accounts      (2,214,061 )       (34,060 )      (632,393 )              -       (2,880,514 )
Total accounts receivable          $  9,125,092     $ 1,407,885     $ 2,890,751     $          -     $ 13,423,728




Accounts receivable from our retail business mainly consist of reimbursements
from local government health insurance bureaus and commercial health insurance
programs. In the year ended March 31, 2021, we wrote off an approximately
$118,349 collectible from provincial and Hangzhou City government insurance, as
such amounts have been determined by the health insurance bureaus to be
unqualified for reimbursement.



Accounts receivables from our online pharmacy business mainly consist of
receivables from insurance company and a service company handling with insurance
companies. As we continue to expand our business with commercial insurance
company, our receivables from them increased. Additionally, certain receivables
are from third-party platforms such as JD.com where we sell products. Usually
the third-party platforms will collect from customers ordering on their
platforms and then reimburse us at a later date, such reimbursement periods
times ranging from several days to a month after orders are placed.



Accounts receivable from our drug wholesale business consist of receivables from
our customers such as pharmaceutical distributors and local drugstores primarily
in Zhejiang Province. In fiscal 2021, we accelerated collection of certain aged
accounts from customers which we no longer or rarely sold products to. By doing
so, we are able to take better use of our cash. As a result, the overall reserve
on wholesale accounts receivables decreased.



Subsequent to March 31, 2021 and through June 29, 2021, we collected
approximately $6.8 million in receivables relating to our drugstore business,
approximately $0.9 million in receivables relating to our online pharmacy
business, approximately $2.1 million relating to our wholesale business, and $0
relating to our herb farming business.



Advances to suppliers


Advances to suppliers are mainly prepayments to secure certain products or services at favorable pricing. The aging of our advances to suppliers is as follows for the periods described below:


From date of cash prepayment to      Retail           Online           Drug

           Herb           Total
suppliers                          drugstores        Pharmacy       wholesale        farming         amount
1- 3 months                       $     29,586     $          -     $   94,455     $          -     $ 124,041
4- 6 months                             14,575                -         18,625                -        33,200
7- 12 months                           122,958                -         19,182                -       142,140
Over one year                          105,751                -         16,831                -       122,582

Total advances to suppliers $ 272,870 $ - $ 149,093 $ - $ 421,963






Since the acquisition of Jiuxin Medicine, we have gradually transferred almost
all logistics services of our retail drugstores to Jiuxin Medicine. Jiuzhou
Pharmacy only purchases certain non-medical products such as sundry. As a
result, our retail chain made few advances to suppliers as of March 31, 2021. At
the end of 2021 we had outstanding advances to suppliers with which we have
ceased doing business. These advances have been fully reserved.



                                       41





Advances to suppliers for our drug wholesale business consist of prepayments to
our vendors such as pharmaceutical manufacturers and other distributors. We
typically receive products from vendors within three to nine months after making
prepayments. We continuously monitor delivery from and payments to our vendors
while maintaining a provision for estimated credit losses based upon past
experience and any supplier-specific issues such as the discontinuation of
inventory supply that have been identified. If we are having difficulty
receiving products from a vendor, we take the following steps: cease purchasing
products from the vendor, ask for return of our prepayment promptly, and if
necessary, take legal action. If all of these steps are unsuccessful, management
then determines whether or not the prepayments should be reserved or written
off. In fiscal 2021, in order to use our cash more efficiently, we accelerated
the collection of deposits from quite a few suppliers, especially aged accounts.
We chose to only leave deposits with critical suppliers who supply large
quantities of merchandise. As a result, the outstanding advances to suppliers
decreased dramatically.


Liquidity and Capital Resources

Our cash flows for the periods indicated are as follows:





                                                 For the year ended
                                                      March 31,
                                                2021             2020

Net cash used in operating activities $ (62,292 ) $ (6,907,945 ) Net cash used in investing activities $ (1,998,325 ) $ (4,836,613 ) Net cash provided by financing activities $ 3,079,853 $ 19,013,706






For the year ended March 31, 2021 cash used in operating activities amounted to
$(62,292), as compared to $(6,907,945) a year ago. The change is primarily
attributable to a decrease in cash provided by inventories and biological assets
of $4,594,952, a decrease in cash provided by accounts receivable of $1,740,172,
a decrease in cash provided by bad debt direct write-off and provision of
$1,153,216 offset by an increase of $6,697,870 in accounts payable, an increase
in cash provided by Stock compensation of $3,907,040 and an increase in cash
provided by other current assets of $2,283,281.



For the year ended March 31, 2021, net cash used in investing activities
amounted to $(1,998,325), as compared to $(4,836,613) provided by investing
activities a year ago. The change is primarily attributable to an increase in
cash provided by investment in a joint venture of $1,096,964 and an increase of
$773,343 in purchases of intangible assets.



For the year ended March 31, 2021, net cash provided by financing activities
amounted to $3,079,853, as compared to $19,013,706 a year ago. The change is
primarily due to repayment of notes payable and proceeds from third parties
loan.On June 3, 2020, the Company closed a registered direct offering of
5,000,004 shares of common stock at $2.00 per share with gross proceeds of
$10,000,008 from its effective shelf registration statement.



As of March 31, 2021, we had cash of approximately $22,045,628. Our total current assets as of March 31, 2021, were $72,234,243 and total current liabilities were $64,897,934, which resulted in a working capital of $7,336,309.

Contractual Obligations and Off-Balance Sheet Arrangements





Contractual Obligations


The following table summarizes our contractual obligations:





                                                               Payments due by period
                                                    Less than                                           More than
Contractual obligations              Total            1 year         1-3 years        3-5 years          5 years
Short-term loan payable           $    762,270          762,270               -                 -                 -
Notes payable                       25,663,633       25,663,633               -                 -                 -
Long-term loan payable               4,449,903        2,557,634       1,892,269                 -                 -
Total                             $ 30,875,806       28,983,537       1,892,269                 -                 -




                                       42




Off-balance Sheet Arrangements





We do not have any outstanding financial guarantees or commitments to guarantee
the payment obligations of any third parties. We have not entered into any
derivative contracts that are indexed to our shares and classified as
stockholder's equity or that are not reflected in our consolidated financial
statements. Furthermore, we do not have any retained or contingent interest in
assets transferred to an unconsolidated entity that serves as credit, liquidity
or market risk support to such entity. We do not have any variable interest in
any unconsolidated entity that provides financing, liquidity, market risk or
credit support to us or engages in leasing, hedging or research and development
services with us.



Exchange Rates



Our subsidiaries and affiliated companies in the PRC maintain their books and
records in RMB, the lawful currency of the PRC. In general, for consolidation
purposes, we translate their assets and liabilities into USD using the
applicable exchange rates prevailing at the balance sheet date, and the
statement of income is translated at average exchange rates during the reporting
period. Adjustments resulting from the translation of their financial statements
are recorded as accumulated other comprehensive income.



The exchange rates used to translate amounts in RMB into USD for the purposes of
preparing the audited consolidated financial statements or otherwise disclosed
in this report were as follows:



                                                      March 31,            March 31,
                                                         2021                 2020

Balance sheet items, except for the registered and paid-up capital, as of end of period/year USD1: RMB 0.1525 USD1: RMB 0.1410



Amounts included in the statement of Operations
and statement of cash flows for the period/ year
ended                                              USD1: RMB 0.1477     USD1: RMB 0.1436




Inflation


We believe that inflation has not had a material effect on our operations to date.

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