The following management's discussion and analysis should be read in conjunction
with our financial statements and the notes thereto and the other financial
information appearing elsewhere in this report. Our financial statements are
prepared in U.S. dollars and in accordance with U.S. GAAP.



Special Note Regarding Forward Looking Statements





In addition to historical information, this report contains forward-looking
statements. We use words such as "believe," "expect," "anticipate," "project,"
"target," "plan," "optimistic," "intend," "aim," "will" or similar expressions
which are intended to identify forward-looking statements. Such statements
include, among others, those concerning market and industry segment growth; any
projections of earnings, revenue, margins or other financial items; any
statements of the plans, strategies and objectives of management for future
operations; any statements regarding future economic conditions or performance;
as well as all assumptions, expectations, predictions, intentions or beliefs
about future events. You are cautioned that any such forward-looking statements
are not guarantees of future performance and involve risks and uncertainties,
including those identified in our Annual Report on Form 10-K filed on May 1,
2020, as well as assumptions, which, if they were to ever materialize or prove
incorrect, could cause our results to differ materially from those expressed or
implied by such forward-looking statements.



Readers are urged to carefully review and consider the various disclosures made
by us in this report and our other filings with the SEC. These reports attempt
to advise interested parties of the risks and factors that may affect our
business, financial condition and results of operations and prospects. The
forward-looking statements made in this report speak only as of the date hereof
and we disclaim any obligation, except as required by law, to provide updates,
revisions or amendments to any forward-looking statements to reflect changes in
our expectations or future events.



Use of Terms


Except as otherwise indicated by the context and for the purposes of this report only, references in this report to:

? "Company", "we", "us" and "our" are to the combined business of Porter

Holding International, Inc., a Nevada corporation, and its consolidated

subsidiaries and variable interest entities; ? "PGL" are to Porter Group Limited, a Republic of Seychelles company and our


     wholly-owned subsidiary;
?    "PPBGL" are to Porter Perspective Business Group Limited, a Hong Kong

company and wholly-owned subsidiary of PGL; ? "Qianhai Porter" are to Shenzhen Qianhai Porter Industrial Co. Ltd., a PRC


     company and wholly-owned subsidiary of PPBGL;
?    "Portercity" are to Shenzhen Portercity Business Management Co. Ltd.
     (formerly Shenzhen Portercity Investment Management Co. Ltd.), a PRC
     company;

? "Porter E-Commerce" are to Shenzhen Porter Warehouse E-Commerce Co. Ltd., a

PRC company and wholly-owned subsidiary of Portercity; ? "Porter Consulting" are to Shenzhen Porter Shops Lot Technology Co., Ltd.

(formerly named Shenzhen Yihuilian Information Consulting Co. Ltd.), a PRC

company and 85% owned subsidiary of Portercity; ? "Porter Commercial" are to Shenzhen Porter Commercial Perspective Network

Co., Ltd., a PRC company and wholly-owned subsidiary of Portercity; ? "Weifang Portercity" are to Weifang Porter City Commercial Management

Company Limited, a PRC company and a 60% owned subsidiary of Portercity; ? "Maihuolang E-Commerce" are to Shenzhen Qianhai Maihuolang E-Commerce Co.,

Ltd., a PRC company and a 57% owned subsidiary of Porter E-Commerce until

July 15, 2020;
?    "VIEs" means our consolidated variable interest entities, including
     Portercity and its subsidiaries, Porter E-Commerce, Porter Consulting and
     Porter Commercial as depicted in our organizational chart below;
?    "Hong Kong" refers to the Hong Kong Special Administrative Region of the

People's Republic of China; ? "China" and "PRC" refer to the People's Republic of China; ? "Renminbi" and "RMB" refer to the legal currency of China; ? "U.S. dollars," "dollars" and "$" refer to the legal currency of the United


     States;
?    "SEC" are to the U.S. Securities and Exchange Commission;
?    "Exchange Act" are to the Securities Exchange Act of 1934, as amended;
?    "Securities Act" are to the Securities Act of 1933, as amended.




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Overview



We were incorporated in the State of Nevada on September 5, 2013. Our original
business plan was to sell freshly squeezed juices from mobile stands in London,
United Kingdom, but this business was not successful and we did not generate any
revenue from this business. Since 2016, through our VIE entity, Porter
Consulting, we have partnered with China Payment Technology Co., Ltd., a
third-party online payment service provider ("China Payment") to promote China
Payment's online payment platform to companies and businesses in Shenzhen and in
return share a portion of the processing fees earned by China Payment as
commission. Porter Consulting also partners with Shenzhen Xinghua Tongfu
Technology Co., Ltd., a third-party online payment service provider ("Shenzhen
Tongfu"), whereby Porter Consulting agreed to promote Shenzhen Tongfu's online
payment platform, including the Point of Sale (POS) system, to companies and
businesses in China and in return obtain a certain amount of commission based on
the volume of trading through such online payment platform.



On July 15, 2020, Porter E-Commerce entered into an Equity Transfer Agreement
(the "Agreement") with Mr. Kezhan Ma, whereby Porter E-Commerce transferred its
57% equity interests in Maihuolang E-Commerce to Mr. Kezhan Ma, for cash
consideration of RMB 650,000 (approximately $95,735).  An impairment loss of
$51,936 and a disposal gain of $4,730 were recognized.



Moreover, we have been developing our O2O (Online to Offline) business by
serving as an O2O business platform operator that provides both online
E-commerce and offline physical business facilities to our merchant customers
where they can conduct business and interact with their existing and potential
end-consumers face to face. Our goal is to provide one-stop services for our
customers through our integrated online and offline platforms. As described
fully below, we are developing and offering our O2O products and services
including hosting our online marketplaces (www.pt37.com and www.17yugo.com) for
our merchant clients to post and sell their products and services online and
managing and operating physical business facilities, Porter City, that our
online merchant clients can utilize to conduct their businesses offline. We
currently focus on merchant clients who are engaged in manufacturing, real
estate, trade and financing sectors. In the future, we intend to expand our
merchant client base to industries of big data, new materials, new energy, green
food and environment protection.



According to the development demands and goals of our customers, in 2018, we
started to offer a series of services such as business planning, financial
guidance, business matching and guidance for listing primarily in the United
States. At present, in our customer pool, many small and medium-sized
enterprises have gained certain public awareness. They are seeking the potential
advantages of being a listed company and striving for obtaining the recognition
of international capital to accelerate their corporate expansion. However, many
enterprises may not be familiar with the listing requirements, laws and
regulations of different capital markets, and the process of obtaining financing
from overseas markets.



In order to help our customers who intend to access overseas capital markets, we
have a team of experienced professionals who have professional knowledge of the
listing rules and regulations of various capital markets. We capitalize on our
expertise and resources in the capital markets to assist these customers to
achieve their goals.



Starting from the first quarter of 2019, we via PPBGL provide various training
services to our clients, primarily those related to e-commerce platform
operation, expansion of channels and promotion strategies, via live and online
sessions.



During the first half of 2020, the COVID-19 pandemic has caused economic
slowdowns, depressed demand for the Company's services, and adversely impacted
the Company's operating results. The Company's revenue decreased by $1,532,265,
or 74.31% for the nine months of 2020, compared to $2,061,992 for the same
period of 2019. Therefore, the Company changed to require upfront cash payments
prior to performing certain consulting services, in order to enhance collection
of accounts receivable. The Company expects uncertainties around its key
accounting estimates to continue to evolve depending on the duration and degree
of impact associated with the COVID-19.



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Results of Operations


Comparison of Three Months Ended September 30, 2020 and 2019

The following table sets forth key components of our results of operations during the three months ended September 30, 2020 and 2019, both in dollars and as a percentage of our revenue.





                                                Three Months Ended September 30,
                                              2020                            2019
                                                      % of                            % of
                                     Amount          Revenue         Amount          Revenue
Revenue, net                       $    58,794          100.00     $   367,553          100.00
Cost of revenue                        (11,570 )        (19.68 )      (243,240 )        (66.18 )
Gross profit                            47,224           80.32         124,313           33.82
Operating expenses
General and administrative
expenses                              (604,678 )     (1,028.47 )      (455,244 )       (123.86 )
Loss from operations                  (557,454 )       (948.15 )      (330,931 )        (90.04 )
Total other income, net                  6,927           11.78          31,822            8.66
Net loss before income taxes          (550,527 )       (936.37 )      (299,109 )        (81.38 )
Income tax benefits                          -               -           1,968            0.54
Net loss                           $  (550,527 )       (936.37 )   $  (297,141 )        (80.84 )
Less: Net (loss) income
attributable to non-controlling
interests                               (3,175 )         (5.40 )            44            0.01
Net loss attributable to Porter
Holding International Inc.
common stockholders                $  (547,352 )       (930.97 )   $  (297,185 )        (80.85 )




Revenue, net. Our revenue was $58,794 for the three months ended September 30,
2020, compared to $367,553 for the same period last year. Starting from the
second quarter of 2018, we commenced providing various consulting services to
our customers, especially those who have the intention to be publicly listed
primarily on the stock exchanges in the United States, and we received service
income from the provision of these consulting services totaled $nil and $329,000
for the three months ended September 30, 2020 and 2019. The significant decrease
was mainly attributable to the impacts of COVID-19 and depressed market demand.
Moreover, starting from 2019, the Company provides various training services to
its clients, primarily related to e-commerce platform operation, expansion of
channels, promotion strategy and capital market operation, via live and online
sessions. The service income from providing training services totaled $42,447
and $173 for the three months ended September 30, 2020 and 2019. Through Porter
Consulting we also have promoted the payment service of third-party payment
service providers to merchants in Shenzhen and in return share a portion of the
processing fees earned by such third-party payment service providers as
commission. Our commission totaled $11,087 and $19,801 for the three months
ended September 30, 2020 and 2019, respectively. The approximately 50% decline
in commission for the third quarter of 2020 was also the result of the COVID-19
pandemic and nationwide economic slowdowns. Revenues of $nil and $18 were
generated from trading business for the three months ended September 30, 2020
and 2019, respectively. Revenue of others were $5,260 and $18,561 for the three
months ended September 30, 2020 and 2019, respectively.



Due to the impact of COVID-19, the Company, starting from the first quarter of
2020, determines to require upfront payments prior to performing investment and
corporate management consulting services in order to ensure collection of
service fees.



Cost of revenue.  Our cost of revenue was $11,570 for the three months ended
September 30, 2020, compared to $243,240 for the same period last year. Cost of
revenue refers to the cost incurred in performing consulting services,
third-party payment service and other business. The cost of consulting service
arises from shell acquisitions, and legal and accounting advisory service
outsourced to third-party service providers. The decrease of cost of revenue is
in line with the decrease of revenue.



Gross profit and gross margin. Our gross profit was $47,224 for the three months
ended September 30, 2020, compared to $124,313 for the same period last year.
Gross profit as a percentage of revenue (gross margin) was 80.32% for the three
months ended September 30, 2020, compared to 33.82% for the same quarter last
year. The decrease of gross profit was mainly due to the decrease of business
demand and suspension of business as a result of the impacts of COVID-19.



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General and administrative expenses. As shown below, our general and
administrative expenses consist primarily of compensation and benefits to our
general management, finance and administrative staff, professional fees and
other expenses incurred in connection with general operations.  Our general and
administrative expenses increased by $149,434 to $604,678 for the three months
ended September 30, 2020, compared to $455,244 for the same period in 2019.
Salary and staff benefits decreased $164,409 due to the reduction of the basic
salary as a result of fewer working days than usual as employees had to stay at
home caused by COVID-19 since the beginning of 2020. Besides, there was a
decrease of legal and professional fees by $9,700, compared to corresponding
period in prior year. On the other hand, $336,103 additional allowance for
doubtful accounts was reserved during the three months ended September 30, 2020.
Due to the impact of COVID-19, the Company encountered further uncertainties in
accounts collectability during July and September 2020. This led to addition of
allowance for doubtful accounts.



                                                 Three months ended September 30,
                                 2020                        2019                       Fluctuation

                         Amount           %          Amount           %           Amount            %
Salary and staff
benefits                $ 104,188         17.23     $ 268,597         59.00     $ (164,409 )         (61.21 )
Lease and management
fee                        78,324         12.95        77,873         17.11            451             0.58
Legal and
professional fees          68,902         11.39        78,602         17.27         (9,700 )         (12.34 )
Depreciation and
amortization                5,816          0.96         7,827          1.72         (2,011 )         (25.69 )
Bad debt (recovery)
provision                 335,187         55.43          (916 )       (0.20 )      336,103       (36,692.47 )
Impairment                    291          0.05             -             -            291                -
Others                     11,970          1.99        23,261          5.10        (11,291 )         (48.54 )
Total general and
administrative
expenses                $ 604,678        100.00     $ 455,244        100.00     $  149,434            32.83




Income tax benefit. Our Income tax expense was $nil for the three months ended
September 30, 2020, compared to income tax benefit of $1,968 for the same period
last year.


Net loss. As a result of the cumulative effect of the factors described above, our net loss was $550,527 for the three months ended September 30, 2020, compared with a net income of $297,141 for the same period in 2019.

Comparison of Nine Months Ended September 30, 2020 and 2019





The following table sets forth key components of our results of operations
during the nine months ended September 30, 2020 and 2019, both in dollars and as
a percentage of our revenue.



                                                  Nine Months Ended September 30,
                                               2020                             2019
                                                       % of                             % of
                                      Amount          Revenue          Amount          Revenue
Revenue, net                       $    529,727          100.00     $  2,061,992          100.00
Cost of revenue                        (391,374 )        (73.88 )     (1,042,658 )        (50.57 )
Gross profit                            138,353           26.12        1,019,334           49.43
Operating expenses
General and administrative
expenses                             (1,631,213 )       (307.94 )     (1,618,336 )        (78.48 )
Loss from operations                 (1,492,860 )       (281.82 )       (599,002 )        (29.05 )
Total other income, net                  28,226            5.33           39,405            1.91
Loss before income taxes             (1,464,634 )       (276.49 )       (559,597 )        (27.14 )
Income tax expense                            -               -          (43,762 )         (2.12 )
Net loss                           $ (1,464,634 )       (276.49 )   $   (603,359 )        (29.26 )
Less: Net (loss) income
attributable to non-controlling
interests                               (22,703 )         (4.29 )          3,360            0.16
Net loss attributable to Porter
Holding International Inc.
common stockholders                  (1,441,931 )       (272.20 )       (606,719 )        (29.42 )




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Revenue, net. Our revenue was $529,727 for the nine months ended September 30,
2020, compared to $2,061,992 for the same period last year. Starting from the
second quarter of 2018, we commenced providing various consulting services to
our customers, especially those who have the intention to be publicly listed
primarily on the stock exchanges in the United States, and we received service
income from the provision of these consulting services totaled $306,286 and
$1,590,010 for the nine months ended September 30, 2020 and 2019, respectively.
The significant decrease of revenue in the nine months of 2020 was mainly
attributable to the impacts of COVID-19 and depressed market demand. Starting
from 2019, the Company provides various training services to its clients,
primarily related to e-commerce platform operation, expansion of channels,
promotion strategy and capital market operation, via live and online sessions.
The service income from providing training services totaled $132,090 and
$308,416 for the nine months ended September 30, 2020 and 2019. Through Porter
Consulting we have also promoted the payment service of third-party payment
service providers to merchants in Shenzhen and in return share a portion of the
processing fees earned by such third-party payment service providers as
commission. Our commission totaled $34,682 and $67,902 for the nine months ended
September 30, 2020 and 2019, respectively. The approximately 50% decline in
commission for the first nine months of 2020 was also the result of the COVID-19
pandemic and nationwide economic slowdowns. Revenues of $11,928 and $31,684 were
generated from trading business for the nine months ended September 30, 2020 and
2019, respectively. Revenue of others were $44,741 and $63,980 for the nine
months ended September 30, 2020 and 2019, respectively.



Cost of revenue.  Our cost of revenue was $391,374 for the nine months ended
September 30, 2020, compared to $1,042,658 for the same period last year. Cost
of revenue refers to the cost incurred in performing consulting services,
third-party payment service and other business. The cost of consulting service
arises from shell acquisitions, and legal and accounting advisory service
outsourced to third-party service providers. The decrease of cost of revenue in
the nine months ended September 30, 2020 is in line with the decrease of
revenue.



Gross profit and gross margin. Our gross profit was $138,353 for the nine months
ended September 30, 2020, compared to $1,019,334 for the same period last year.
Gross profit as a percentage of revenue (gross margin) was 26.12% for the nine
months ended September 30, 2020, compared to 49.43% for the same quarter last
year. The decrease of gross profit was mainly due to the decrease of business
demand and suspension of business as a result of the impacts of COVID-19.



General and administrative expenses. As shown below, our general and
administrative expenses consist primarily of compensation and benefits to our
general management, finance and administrative staff, professional fees and
other expenses incurred in connection with general operations. Our general and
administrative expenses increased by $12,877 to $1,631,213 for the nine months
ended September 30, 2020, compared to $1,618,336 for the same period in 2019.
Salary and staff benefits decreased $494,165 due to the reduction of the basic
salary as a result of fewer working days than usual as employees had to stay at
home caused by COVID-19 since the beginning of 2020. Besides, there was a
decrease of legal and professional fees by $23,812 and an increase of lease and
management fee by $45,040, respectively, compared to corresponding period in
prior year. On the other hand, $481,928 additional allowance for doubtful
accounts was reserved during the nine months ended September 30, 2020. Due to
the impact of COVID-19, the Company encountered further uncertainties in
accounts collectability during July and August 2020, and hence brought legal
actions in attempt to recover the accounts receivable. This led to addition of
allowance for doubtful accounts.



                                                   Nine months ended September 30,
                                  2020                          2019                       Fluctuation
                          Amount            %           Amount            %           Amount           %
Salary and staff
benefits                $   400,687         24.56     $   894,852         55.29     $ (494,165 )       (55.22 )
Lease and management
fee                         266,085         16.31         221,045         13.66         45,040          20.38
Legal and
professional fees           335,968         20.60         359,780         22.23        (23,812 )        (6.62 )
Depreciation and
amortization                 32,406          1.99          19,771          1.22         12,635          63.91
Bad debt provision          498,018         30.53          16,090          0.99        481,928       2,995.20
Impairment                   51,936          3.18               -             -         51,936              -
Others                       46,113          2.83         106,798          6.61        (60,685 )       (56.82 )
Total general and
administrative
expenses                $ 1,631,213        100.00     $ 1,618,336        100.00     $   12,877           0.80




Income tax expense. Our Income tax expense was $nil for the nine months ended
September 30, 2020, compared to income tax expense $43,762 for the same period
last year.


Net loss. As a result of the cumulative effect of the factors described above, our net loss increased by $861,275 to $1,464,634 for the nine months ended September 30, 2020 from $603,359 for the same period in 2019.







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Limited Operating History; Need for Additional Capital





There is limited historical financial information about us on which to base an
evaluation of our performance. We cannot guarantee we will be successful in our
business operations. Our business is subject to risks inherent in the
development of a new business enterprise, including limited capital resources, a
narrow client base, limited sources of revenue, and possible cost overruns due
to the price and cost increases in supplies and services.



Without additional funding, management believes that we will not have sufficient funds to meet our obligations beyond one year after the date our condensed consolidated financial statements are issued. These conditions give rise to substantial doubt as to our ability to continue as a going concern.





We have been, and intend to continue, working toward identifying and obtaining
new sources of financing. To date we have been dependent on related parties for
our source of funding. No assurances can be given that we will be successful in
obtaining additional financing in the future. Any future financing that we may
obtain may cause significant dilution to existing stockholders. Any debt
financing or other financing of securities senior to common stock that we are
able to obtain will likely include financial and other covenants that will
restrict our flexibility. Any failure to comply with these covenants would have
a negative impact on our business, prospects, financial condition, results of
operations and cash flows.



If adequate funds are not available, we may be required to delay, scale back or
eliminate portions of our operations or obtain funds through arrangements with
strategic partners or others that may require us to relinquish rights to certain
of our assets. Accordingly, the inability to obtain such financing could result
in a significant loss of ownership and/or control of our assets and could also
adversely affect our ability to fund our continued operations and our expansion
efforts.



Currently, we spend approximately $200,000 per month for basic operations.
During the next 12 months, we expect to incur the same amount of expenses each
month. However, as we work to expand our operations, we expect to incur
significant research, marketing and development costs and expenses on our online
service platforms that meet the constantly evolving industry standards and
consumer demands. We will also need to hire additional employees in order to
provide new services and accommodate new clients.



Liquidity and Capital Resources





Working Capital



                              September 30, 2020       December 31, 2019
Current Assets               $            989,606     $         1,398,210
Current Liabilities                     3,214,361               2,435,885
Working Capital Deficiency   $         (2,224,755 )   $        (1,037,675 )

As of September 30, 2020, we had cash of $34,621. To date, we have financed our operations primarily through borrowings from our stockholders, related and unrelated parties.





Going Concern Uncertainties



The accompanying unaudited condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern.

As of September 30, 2020, we had working capital deficiency of $2,224,755 as compared to working capital deficiency of $1,037,675 as of December 31, 2019.





Net cash used in operating activities for the nine months ended September 30,
2020 was $756,103 as compared to $1,084,098 for the nine months ended September
30, 2019. The decrease in net cash used in operating activities for the nine
months ended September 30, 2020 was primarily due to a decrease in accounts
receivable, and prepayment and other receivables in the period.



Net cash provided by investing activities for the nine months ended September
30, 2020 was $66,638 as compared to $3,415 for the nine months ended September
30, 2019. The cash provided by investing activities for the nine months ended
September 30, 2020 was mainly from proceeds from disposal of investments.



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As of September 30, 2020, our cash balance was $34,621 and our current
liabilities exceed current assets by $2,224,755 which together with continued
losses from operations raises substantial doubt about our ability to continue as
a going concern. The Company's operating results for future periods are subject
to uncertainties and it is uncertain if the management will be able to achieve
profitability and continued growth for the foreseeable future. If the management
is not able to increase revenue and manage operating expenses in line with
revenue forecasts, the Company may not be able to achieve profitability.



Historically, the Company financed its operations through loans from
shareholders. The Company's actions to improve operation efficiency, cost
reduction, and develop core cash-generating business include the following:
seeking advances from the major shareholders, pursuing additional public and/or
private issuance of securities, and looking for strategic business partners to
optimize our operations.



We have considered whether there is substantial doubt about our ability to
continue as a going concern due to (1) our recurring losses from operations,
including approximately $1,441,931 net loss attributable to our stockholders for
the nine months ended September 30, 2020, (2) our accumulated deficit of
approximately $3,642,863 as of September 30, 2020 and (3) the fact that we had
negative operating cash flows of approximately $756,103 for the nine months
ended September 30, 2020.



In evaluating if there is substantial doubt about our ability to continue as a
going concern, we are trying to alleviate the going concern risk through (1)
increasing cash generated from operations by controlling operating expenses and
increasing more live events, (2) financing from domestic banks and other
financial institutions, and (3) equity or debt financing. We have certain plans
to mitigate these adverse conditions and to increase the liquidity of the
Company.



On an on-going basis, the Company also received and will continue to receive financial support commitments from the Company's related parties.





Our cash balance as of September 30, 2020 will not be sufficient to support our
operations for the next 12 months after the date that the financial statements
issued. We have several actions to implement as mentioned above. However, if we
are unable to obtain the necessary additional capital on a timely basis and on
acceptable terms, we will be unable to implement our current plans for
expansion, repay debt obligations or respond to competitive market pressures,
which will have negative influence upon our business, prospects, financial
condition and results of operations.



The negative operating results of cash flow and working capital in the nine
months ended September 30, 2020 raise substantial doubt about our ability to
continue as a going concern. Our continued operations are highly dependent upon
our ability to increase revenues and if needed complete equity and/or debt
financing.



We believe if we are unable to obtain our resources to fund operations, we may
be required to delay, scale back or eliminate some or all of our planned
operations, which may have a material adverse effect on our business, results of
operations and ability to operate as a going concern.



                                                Nine Months Ended September 30,
                                                 2020                    2019

Net cash used in operating activities $ (756,103 ) $ (1,084,098 ) Net cash provided by investing activities

            66,638                 

3,415


Net cash provided by financing activities           554,482                 

718,381


Effect of exchange rate changes on cash             (55,129 )                (99,047 )
Net decrease in cash                               (190,112 )               (461,349 )
Cash at the beginning of period                     224,733                  728,121
Cash at the end of period                   $        34,621       $          266,772




Operating Activities



Net cash used in operating activities was $756,103 for the nine months ended
September 30, 2020, as compared to $1,084,098 net cash used in operating
activities for the nine months ended September 30, 2019. The net cash used in
operating activities for the nine months ended September 30, 2020 was mainly due
to our net loss of $1,464,634, an increase in bad debt expense of $498,018,
accruals and other payables of $125,212 and deferred revenue of $63,361,
partially offset by the decrease in operating lease liabilities of $221,963 and
tax payable of $44,614. The net cash used in operating activities for the nine
months ended September 30, 2019 was mainly due to our net loss of $603,359, an
increase in accounts receivable of $326,789, an increase in prepayments and
other receivables of $543,046 and a decrease in operating lease liability of
$165,960, partially offset by the increase in accruals and other payables of
$166,934 and deferred revenue of $136,190.



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Investing Activities



Net cash provided by investing activities was $66,638 for the nine months ended
September 30, 2020, as compared to $3,415 net cash provided by investing
activities for the nine months ended September 30, 2019. The net cash used in
investing activities for the nine months ended September 30, 2020 was
attributable to the purchase of $3,548 of equipment, $20,021 of intangible
assets and $90,207 proceeds from disposal of investments. The net cash provided
by investing activities for the nine months ended September 30, 2019 was mainly
attributable to the business combination of Maihuolang E-commerce.



Financing Activities



Net cash provided by financing for the nine months ended September 30, 2020 was
$554,482, as compared to $718,381 for the nine months ended September 30, 2019.
For the nine months ended September 30, 2020, we obtained proceeds from sales of
non-controlling interests of $71,502, advances of $3,243,880 from shareholders
and repaid $2,760,900 to shareholders. For the nine months ended September 30,
2019, we obtained advances of $6,116,491 from shareholders and repaid $5,405,862
to shareholders, advances of $301,625 from related parties and repaid $293,873
to related parties.


Contractual Obligations and Commercial Commitments





We had the following contractual obligations and commercial commitments as of
September 30, 2020:



                                                  Less than 1                                        More than 5
Contractual Obligations              Total            year         1-3 years        3-5 years           years
Amounts due to shareholders       $ 1,904,212     $  1,904,212     $        -     $           -     $           -
Leases                                537,776          222,528        315,248                 -                 -
Total                             $ 2,441,988     $  2,126,740     $  315,248     $           -     $           -




We believe that our current cash and financing from our existing stockholders
are adequate to support operations for the next 12 months. We may, however, in
the future, require additional cash resources due to changed business
conditions, implementation of our strategy to expand our business or other
investments or acquisitions we may decide to pursue. If our own financial
resources are insufficient to satisfy our capital requirements, we may seek to
sell additional equity or debt securities or obtain additional credit
facilities. The sale of additional equity securities could result in dilution to
our stockholders. The incurrence of indebtedness would result in increased debt
service obligations and could require us to agree to operating and financial
covenants that would restrict our operations. Financing may not be available in
amounts or on terms acceptable to us, if at all. Any failure by us to raise
additional funds on terms favorable to us, or at all, could limit our ability to
expand our business operations and could harm our overall business prospects.



Capital Expenditures


We incurred capital expenditures of $23,569 and $1,548 for the nine months ended September 30, 2020 and 2019, respectively.

Off-Balance Sheet Transactions





We do not have any off-balance sheet arrangements that have or are reasonably
likely to have a current or future effect on our financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures, or capital resources that is material to investors.



Critical Accounting Policies



Our condensed consolidated financial information has been prepared in accordance
with U.S. GAAP, which requires us to make estimates and judgments that affect
the reported amounts of assets, liabilities, revenues, costs and expenses, and
related disclosures. On an on-going basis, we evaluate our estimates based on
historical experience and on 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. Since the use of estimates
is an integral component of the financial reporting process, our actual results
could differ from those estimates. Some of our accounting policies require a
higher degree of judgment than others in their application. There were no other
material changes to the critical accounting policies previously disclosed in our
audited consolidated financial statements for the year ended December 31, 2019
included in the Annual Report on Form 10-K filed on May 1, 2020.



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