Management's Discussion and Analysis

This section of the Form 10-Q includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our predictions.

As used in this Quarterly Report on Form 10-Q, unless the context requires or is otherwise indicated, the terms "we," "us," "our," the "Registrant," the "Company," "our company" and similar expressions include the following entities (as defined below):

(i) China Liaoning Dingxu Ecological Agriculture Development, Inc. ("CLAD"), formerly known as Hazlo! Technologies, Inc., a Nevada corporation;

(ii) China Liaoning DingXu Ecological Agriculture Development Co, Ltd., a BVI company ("DingXu BVI"), a wholly-owned subsidiary of CLAD;

(iii) Panjin Hengrun Biological Technology Development Co., Ltd. ??????????????, a limited liability company organized under the laws of the People's Republic of China and a ninety-nine percent owned subsidiary of DingXu BVI ("Panjin Hengrun");

(iv) Liaoning Dingxu Ecological Agriculture Development Co., Ltd.??????????????, a limited liability company organized under the laws of the People's Republic of China and an affiliated entity of Panjin Hengrun through contractual arrangements ("Liaoning Dingxu").

"China" or "PRC" refers to the People's Republic of China, excluding Hong Kong, Macau and Taiwan.

"RMB" or "Renminbi" refers to the legal currency of China and "$" or "U.S. Dollars" refers to the legal currency of the United States. We make no representation that the RMB or U.S. Dollar amounts referred to in this report could have been or could be converted into U.S. Dollars or RMB, as the case may be, at any particular rate or at all.

The Company engages in the business of growing, producing, marketing and selling fresh mushrooms, dried mushrooms, and mushroom seeds through its affiliated VIE, LiaoNing DingXu. Currently the Company has no operations.





History

We were incorporated under the name "Hazlo! Technologies, Inc." on August 19, 2010 in the State of Nevada. Our initial business plan was to modify and translate software and web applications originally written in English into Spanish and to focus on the needs of the Arizona business community to better serve the Spanish-speaking population. We did not generate any revenue from said IT services and data translation services.

On December 12, 2011, we entered a Share Exchange Agreement with DingXu BVI's sole shareholder (Chin Yung Kong) under which we issue 3,000,000 shares of common stock to Chin Yung Kong to acquire 100% of the issued and outstanding shares of DingXu BVI (the "Share Exchange"). Upon closing of the Share Exchange, DingXu BVI became the wholly owned subsidiary of CLAD.

China Liaoning DingXu Ecological Agriculture Development Co, Ltd., a BVI company (the "DingXu BVI") was incorporated under the laws of British Virgin Islands on April 15, 2011. Chin Yung Kong was the sole shareholder and director of DingXu BVI.









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On July 5, 2011, DingXu BVI formed Panjin Hengrun Biological Technology Development Co., Ltd. ??????????????, a limited liability company organized under the laws of the PRC ("Panjin Hengrun"). DingXu BVI owns 99% of the total ownership of Panjing Hengrun.

On November 28, 2011, Panjin Hengrun entered into a set of contractual arrangements with Liaoning Dingxu Ecological Agriculture Development Co., Ltd.??????????????, a limited liability company organized under the laws of the PRC and an affiliated entity of Panjin Hengrun through contractual arrangements ("Liaoning Dingxu"). The contractual arrangements are comprised of a series of agreements, including a Consulting Service Agreement and an Operating Agreement, through which Panjin Hengrun has the right to advise, consult, manage and operate Liaoning Dingxu to collect and own all of Liaoning Dingxu's net profits and net losses. Additionally, under a Proxy Agreement, the shareholders of Liaoning Dingxu have vested their voting control over Liaoning Dingxu to Panjin Hengrun. In order to further reinforce Panjin Hengrun's rights to control and operate Liaoning Dingxu, Liaoning Dingxu and its shareholders have granted Panjin Hengrun, under an Option Agreement, the exclusive right and option to acquire all of their equity interests in Liaoning Dingxu, or, alternatively, all of the assets of Liaoning Dingxu. Further, the shareholders of Liaoning Dingxu agreed to pledge all of their rights, titles and interests in Liaoning Dingxu under an Equity Pledge Agreement.

Upon entry of these contractual arrangements, Liaoning Dingxu became the Variable Interest Entity ("VIE") of Panjin Hengrun pursuant to ASC-810-10-05 and Panjin Hengrun was able to carry out business operations through Liaoning Dingxu.

Liaoning Dingxu was formed as a limited liability company organized under the laws of the PRC on August 6, 2009. It mainly engages in the business of growing mushrooms and marketing, producing and selling mushrooms and related agricultural products.

Since the completion of the Share Exchange, our business operations have been carried out through Panjin Hengrun and its affiliated operating entity Liaoning Dingxu. On December 12, 2011, we ceased the business of development stage IT services and data translation services and started to engage in the business of growing mushrooms and marketing, producing and selling mushrooms and related agricultural products through Liaoning Dingxu.

The Company was engaged in the business of growing, producing, marketing and selling fresh mushrooms, dried mushrooms, and mushroom seeds through its affiliated VIE, LiaoNing DingXu. Currently the Company has no operations.

As at June 30, 2021, the Company was not engaged in continued business. Although management is currently attempting to implement its business plan and is seeking additional sources of financing, there is no assurance the activity will be successful. Accordingly, the Company must rely on its president to perform essential functions without compensation until a business operation can be commenced. These factors raise substantial doubt about the ability of the Company to continue as a going concern. The financial statements do not include any adjustments that may result from the outcome of this uncertainty.

Capital Resources and Liquidity

Our auditors have issued a "going concern" opinion, meaning that there is substantial doubt if we can continue as an on-going business unless we obtain additional capital. No substantial revenues from our planned business model are anticipated until we have raised sufficient monies to implement our business model. The Company will need to seek capital from other resources such as private placements in the Company's common stock or debt financing, which may not even be available to the Company. However, if such financing were available, because we are a development stage company with no or limited operations to date, it would likely have to pay additional costs associated with such financing and in the case of high-risk loans be subject to an above market interest rate. At such time these funds are required, management would evaluate the terms of such financing. If the company cannot raise additional proceeds via such financing, it would be required to cease business operations.

As of June 30, 2021, we had $4,659.53 in cash as compared to $NIL as at December 30, 2020. As of the date of this Form 10-Q, the current funds available to the Company will not be sufficient to fund the expenses related to the implementation of our business and continue maintaining a reporting status.









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Results of Operations

At June 30, 2021, the Company was not engaged in continued business. There is minimal historical operational information about us on which to base an evaluation of our performance. Due to a lack of funding, we have not implemented our business operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, and possible delays in our planned product development.

We had $NIL in revenue for the three-month period ended June 30, 2022. Total expenses in the three-month period ended June 30, 2022 were $0 as compared to total expenses for the three month period ended June 30, 2021 of $364 resulting in a net loss for the three month period ended June 30, 2022 of $0 as compared to a net loss of $364 for the three month period ended June 30, 2021. The net loss for the three month period ended June 30, 2022 is a result of Nil, as compared to the net loss for the three month period ended June 30, 2021 of $364 is a result of Bank Fees of $64 and Professional fees of $300 comprised of accounting expense.

We had $NIL in revenue for the six-month period ended June 30, 2022. Total expenses in the six-month period ended June 30, 2022 were $300 as compared to total expenses for the six-month period ended June 30, 2021 of $680 resulting in a net loss for the six-month period ended June 30, 2022 of $0 as compared to a net loss of $680 for the three month period ended June 30, 2021. The net loss for the six-month period ended June 30, 2022 is a result of Professional fees of $600 comprised accounting expense, as compared to the net loss for the six-month period ended June 30, 2020 of $680 is a result of Bank Fees of $80 and Professional fees of $600 comprised of accounting expense.

Off-balance sheet arrangements

The Company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect or change on the company's financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. The term "off-balance sheet arrangement" generally means any transaction, agreement, or other contractual arrangement to which an entity unconsolidated with the company is a party, under which the company has (i) any obligation arising under a guaranteed contract, derivative instrument or variable interest; or (ii) a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets.







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