The following discussion of the results of our operations and financial condition should be read in conjunction with our financial statements and the related notes, which appear elsewhere in this report. The following discussion includes forward-looking statements. For a discussion of important factors that could cause actual results to differ from our forward-looking statements, see the section entitled "Cautionary Note Regarding Forward Looking Statements" above.

In some cases, you can identify forward-looking statements by terms such as "anticipates," "believes," "could," "estimates," "expects," "intends," "may," "plans," "potential," "predicts," "projects," "should," "would" and similar expressions intended to identify forward-looking statements. Forward-looking statements reflect our current views with respect to future events and are based on assumptions and subject to risks and uncertainties. Given these uncertainties, undue reliance should not be placed on these forward-looking statements. Also, forward-looking statements represent our estimates and assumptions only as of the date of this report. This Annual Report should be read in its entirety and with the understanding that our actual future results may be materially different from what we expect. Except as required by law, we assume no obligation to update any forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in any forward-looking statements, even if new information becomes available in the future.





Overview


We are engaged in the research and development, small production and sales of graphene and graphene oxide and graphite bipolar plates in the People's Republic of China. We have developed our own graphene prototype and produces the products by orders only, for which we sell domestically and export internationally. We outsource the production of large orders to third parties as we have not commercialized our product prototype. Starting in the second quarter of 2018, we have started producing our graphene products on a regular basis and standardized the packaging for our customers' commercial use. We also operate a business-to-business and business-to-consumers Internet portal (www.roycarbon.com) for graphite related products.

As of and for the nine months ended September 30, 2021, the Company has incurred operating losses. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plans to obtain such resources for the Company include (i) obtaining capital from the sale of its equity securities, (ii) sales of its products, and (iii) short-term or long-term borrowings from banks, stockholders or other party(ies) when needed. However, management cannot provide any assurance that the Company will be successful in accomplishing any of its plans. The Company plans to look for opportunities to merge with or acquire other graphite companies.

PRC regulations grant broad powers to the government to adjust the price of raw materials and manufactured products. Although the government has not imposed price controls on our raw materials or our products, it is possible that price controls may be implemented in the future, thereby affecting our results of operations and financial condition.





Results of Operations


Comparison of the Three Months Ended September 30, 2021 and 2020





Sales.


During the three months ended September 30, 2021, we had sales of $122,955 compared to sales of $91,494 for the three months ended September 30, 2020, an increase of $31,461 or approximately 34.39%. Sales increase was mainly due to the control of COVID-19 and the economic recovers.





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Cost of goods sold.


Our cost of goods sold consists of the purchase cost. During the three months ended September 30, 2021, our cost of goods sold was $61,921, compared to $52,551 for the cost of goods sold for the three months ended September 30, 2020, an increase of $9,370 or approximately 17.83%. The increase in the cost of sales was primarily attributable to the increase in sales volume.





Gross profit.


Our gross profit increased from $38,943 for the three months ended September 30, 2020 to $61,034 for the three months ended September 30, 2021. The increase of the gross profit is mainly attributed to increase in the sales.





Gross profit Margin.


Our gross profit margin increased from 42.56% for the three months ended September 30, 2020 to 49.64% for the three months ended September 30, 2021 due to more products with higher gross margin were sold.





Operating expenses.


Operating expenses totaled $98,819 for the three months ended September 30, 2021, compared to $85,473 for the three months ended September 30, 2020, an increase of $13,346, or approximately 15.61%.

Selling, general and administrative expenses.

Selling expenses decreased from $4,465 for the three months ended September 30, 2020 to $3,015 for the three months ended September 30, 2021, a decrease of $1,450, or approximately 32.47%. The decrease is mainly attributed to decreased shipping and handling costs.

Our general and administrative expenses consist of salaries, office expenses, utilities, business travel, amortization expenses, public company expenses (including legal expenses, accounting expenses and investor relations expenses) and stock compensation. General and administrative expenses were $95,804 for the three months ended September 30, 2021, compared to $81,008 for the three months ended September 30, 2020, an increase of $14,796 or 18.26%. The increase of general and administrative expenses is mainly due to increased payroll expense and professional fee.





Loss from operations.



As a result of the factors described above, operating loss was $37,785 for the three months ended September 30, 2021, compared to operating loss of $46,530 for the three months ended September 30, 2020, a decrease in loss of approximately $8,745, or 18.79%.





Other income and expenses.



Our interest expense was $15,588 for the three months ended September 30, 2021, compared to interest expense of $10,422 for the three months ended September 30, 2020. The reason is due to more borrowings in the three months ended September 30, 2021 compared to the same period in 2020.

Other income of $nil and other income of $3 were recorded as other income for the three months ended September 30, 2021 and 2020, respectively.

Loss on debt settlement of $30,000 and $nil were recorded for the three months ended September 30, 2021 and 2020, respectively.





Income tax.


During the three months ended September 30, 2021 and 2020, we did not incur any income tax due for these periods.





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Net loss.


As a result of the factors described above, our net loss for the three months ended September 30, 2021 was $83,373, compared to net loss of $56,949 for the three months ended September 30, 2020, an increase in loss of $26,424, or approximately 46.40%.





Foreign currency translation.



Our consolidated financial statements are expressed in U.S. dollars but the functional currency of our operating subsidiary is RMB. Results of operations and cash flows are translated at average exchange rates during the period, assets and liabilities are translated at the unified exchange rate at the end of the period and equity is translated at historical exchange rates. Translation adjustments resulting from the process of translating the financial statements denominated in RMB into U.S. dollars are included in determining comprehensive income. Our foreign currency translation loss for the three months ended September 30, 2021 was $906, compared a translation loss of $14,940 for the three months ended September 30, 2020, a decrease in loss of $14,034.

Net loss available to common stockholders.

Net loss available to our common stockholders was $84,279, or $0.00 per share (basic and diluted), for the three months ended September 30, 2021, compared to net loss of $71,889, or $0.00 per share (basic and diluted), for the three months ended September 30, 2020.

Comparison of the Nine Months Ended September 30, 2021 and 2020





Sales.


During the nine months ended September 30, 2021, we had sales of $192,374 compared to sales of $352,909 for the nine months ended September 30, 2020, a decrease of $160,535 or approximately 45.49%. Significant sales decrease was mainly due to a delay effect of COVID19 coronavirus in the first six months of fiscal year of 2021.





Cost of goods sold.



Our cost of goods sold consists of the purchase cost. During the nine months ended September 30, 2021, our cost of goods sold was $104,427, compared to $191,803 for the cost of goods sold for the nine months ended September 30, 2020, a decrease of $87,376 or approximately 45.56%. The decrease in the cost of sales was primarily attributable to the significant decrease in sales volume.





Gross profit.


Our gross profit decreased from $161,106 for the nine months ended September 30, 2020 to $87,947 for the nine months ended September 30, 2021. The decrease of the gross profit is mainly attributed to decrease in the sales.





Gross profit Margin.


Our gross profit margin increased from 45.65% for the nine months ended September 30, 2020 to 45.72% for the nine months ended September 30, 2021 due to more products with higher gross margin were sold.





Operating expenses.


Operating expenses totaled $345,625 for the nine months ended September 30, 2021, compared to $292,285 for the nine months ended September 30, 2020, an increase of $53,340, or approximately 18.25%.

Selling, general and administrative expenses.

Selling expenses decreased from $39,252 for the nine months ended September 30, 2020 to $23,579 for the nine months ended September 30, 2021, a decrease of $15,673, or approximately 39.93%. The decrease is mainly attributed to decreased sales.





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Our general and administrative expenses consist of salaries, office expenses, utilities, business travel, amortization expenses, public company expenses (including legal expenses, accounting expenses and investor relations expenses) and stock compensation. General and administrative expenses were $322,046 for the nine months ended September 30, 2021, compared to $253,033 for the nine months ended September 30, 2020, an increase of $69,013 or 27.27%. The increase of general and administrative expenses is mainly due to increased payroll expense and increased stock compensation.





Loss from operations.


As a result of the factors described above, operating loss was $257,678 for the nine months ended September 30, 2021, compared to operating loss of $131,179 for the nine months ended September 30, 2020, an increase in loss of approximately $126,499, or 96.43%.





Other income and expenses.



Our interest expense was $47,287 for the nine months ended September 30, 2021, compared to interest expense of $45,329 for the nine months ended September 30, 2020. The reason is due to more borrowings in the nine months ended September 30, 2021 compared to the same period in 2020.

Other income of $135 and $3,454 were recorded as other income for the nine months ended September 30, 2021 and 2020, respectively.

Loss on debt settlement of $75,000 and $nil were recorded for the nine months ended September 30, 2021 and 2020, respectively.





Income tax.


During the nine months ended September 30, 2021 and 2020, we did not incur any income tax due for these periods.





Net loss.


As a result of the factors described above, our net loss for the nine months ended September 30, 2021 was $379,830, compared to net loss of $173,054 for the nine months ended September 30, 2020, an increase in loss of $206,776, or approximately 119.49%.





Foreign currency translation.



Our consolidated financial statements are expressed in U.S. dollars but the functional currency of our operating subsidiary is RMB. Results of operations and cash flows are translated at average exchange rates during the period, assets and liabilities are translated at the unified exchange rate at the end of the period and equity is translated at historical exchange rates. Translation adjustments resulting from the process of translating the financial statements denominated in RMB into U.S. dollars are included in determining comprehensive income. Our foreign currency translation loss for the nine months ended September 30, 2021 was $5,130, compared a translation loss of $9,491 for the nine months ended September 30, 2020, a decrease in loss of $4,361.

Net loss available to common stockholders.

Net loss available to our common stockholders was $379,830, or $0.01 per share (basic and diluted), for the nine months ended September 30, 2021, compared to net loss of $173,054, or net loss of $0.01 per share (basic and diluted), for the nine months ended September 30, 2020.





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Liquidity and Capital Resources

All of our business operations are carried out by Royal Shanghai, and all of the cash generated by our operations has been held by that entity. In order to transfer such cash to our parent entity, China Carbon Graphite Group, Inc., which is a Nevada corporation, we would need to rely on dividends, loans or advances made by our PRC subsidiaries. Such transfers may be subject to certain regulations or risks. To date, our parent entity has paid its expenses by raising capital through private placement transactions. In the future, in the event that our parent entity is unable to raise needed funds from private investors, Royal Shanghai would have to transfer funds to our parent entity through our wholly-owned subsidiaries, Royal Hongkong and BVI. Co,

PRC regulations relating to statutory reserves and currency conversion would impact our ability to transfer cash within our corporate structure. The Company Law of the PRC applicable to Chinese companies provides that net after tax income should be allocated by the following rules:

1. 10% of after tax income to be allocated to a statutory surplus reserve until


    the reserve amounts to 50% of the company's registered capital.



2. If the accumulate balance of statutory surplus reserve is not enough to make


    up the Company's cumulative prior years' losses, the current year's after tax
    income should be first used to make up the losses before the statutory surplus
    reverse is drawn.



3. Allocation can be made to the discretionary surplus reserve, if such a reserve


    is approved at the meeting of the equity owners.



Therefore, the Company is required to maintain a statutory reserve in China that limits any equity distributions to its shareholders. The maximum amount of the shareholders has not been reached. The company has never distributed earnings to shareholders and has consistently stated in the Company's filings it has no intentions to do so.

The RMB cannot be freely exchanged into the Dollars. The State Administration of Foreign Exchange ("SAFE") administers foreign exchange dealings and requires that they be conducted though designated financial institutions. Foreign Investment Enterprises, such as Royal Shanghai, may purchase foreign currency from designated financial institutions in connection with current account transactions, including profit repatriation.

These factors will limit the amount of funds that we can transfer from Royal Shanghai to our parent entity and may delay any such transfer. In addition, upon repatriation of earnings of Royal Shanghai to the United States, those earnings may become subject to United States federal and state income taxes. We have not accrued any U.S. federal or state tax liability on the undistributed earnings of our foreign subsidiary because those funds are intended to be indefinitely reinvested in our international operations. Accordingly, taxes imposed upon repatriation of those earnings to the U.S. would reduce the net worth of the Company.

Our primary capital needs have been to fund our working capital requirements. Our primary sources of financing will be cash generated from loans from banks, equity investment from investors, and borrowings from unrelated parties.

The Company's consolidated financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As of and for the period ended September 30, 2021, the Company has incurred operating losses and working capital deficit from operating activities. The Company's sales revenue is not sufficient to cover the company's expenses for the nine months ended September 30, 2021.

The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. At this point, there can be no assurance that the Company is able to obtain such funding.

Our long-term goal is to develop our Royal Shanghai business. During the interim, we expect that anticipated cash flows from future operations, loans and equity investment from unrelated or related parties, provided that:

? we generate sufficient business so that we are able to generate substantial

profits, which cannot be assured;

? we are able to generate savings by improving the efficiency of our operations.

We may require additional equity, debt or bank funding to finance acquisitions or to allow us to develop our Royal Shanghai business, which is one of our primary growth strategies. We can provide no assurances that we will be able to enter into any additional financing agreements on terms favorable to us, if at all, especially considering the current global instability of the capital markets.





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At September 30, 2021, cash and cash equivalents were $272,303, compared to $8,129 at December 31, 2020, an increase of $264,174. Our working capital deficit decreased by $331,848 to a deficit of $2,441,648 at September 30, 2021 from $2,773,496 at December 31, 2020.

Accounts receivable, net of allowance, were $3,527 and $nil as of September 30, 2021 and December 31, 2020, respectively. Accounts receivable are recorded at the invoiced amount and do not bear interest. Our management reviews the adequacy of our allowance for doubtful accounts on an ongoing basis, using historical collection trends and the aging of receivables. Management also periodically evaluates individual customer's financial condition, credit history, and the current economic conditions to make adjustments in the allowance when it is considered necessary.

As of September 30, 2021, inventories were $79,527 compared to $nil at December 31, 2020, an increase of $79,527, or 100%. As of September 30, 2021 and December 31, 2020, the Company has not made provision for inventory in regards to slow moving or obsolete items.





The following table sets forth information about our net cash flow for the nine
months indicated:



                                                                 For the Nine Months Ended
                                                                       September 30,
                                                                   2021               2020

Net cash flows provided by (used in) operating activities $ 283,954 $ (101,892 ) Net cash flows used in investing activities

$     (20,952 )     $   (1,658 )
Net cash flows provided by financing activities                $           -       $   93,900

Net cash flow provided by operating activities was $283,954 for the nine months ended September 30, 2021, compared to $101,892 used in operating activities for the nine months ended September 30, 2020, an increase of $385,846. The increase in net cash flow provided by operating activities was mainly due to an increase of $1,008,630 in advance from customers, an increase of $270,275 in accounts payable and accrued liabilities, an increase of $32,612 in stock compensation and an increase of $75,000 in loss on debt settlement, offset by a decrease of $206,776 in net loss available to common shareholders, a decrease of $331,429 in advance to suppliers and a decrease of $401,984 in other payable.

Net cash flow used in investing activities was $20,952 for the nine months ended September 30, 2021, compared to $1,658 for the nine months ended September 30, 2020, an increase of $19,294, or 1,163.69%. The increase is mainly due to purchase of plant and equipment.

Net cash flow provided by financing activities was $nil and $93,900 for the nine months ended September 30, 2021 and 2020.

Concentration of Business and Credit Risk

Most of the Company's bank accounts are in banks located in the PRC and are not covered by any type of protection similar to that provided by the Federal Deposit Insurance Corporation ("FDIC") on funds held in U.S. banks. The Company's bank account in the United States is covered by FDIC insurance.

Because the Company's operations are located in the PRC, this may give rise to significant foreign currency risks due to fluctuations in and the volatility of foreign exchange rates between U.S. dollars and RMB.

Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash, trade accounts receivables and inventories, the balances of which are stated on the balance sheet. The Company places its cash in banks located in China. Concentration of credit risk with respect to trade accounts receivables is limited due to the diversity of the Company's customers who are located in different regions of China. The Company does not require collateral or other security to support financial instruments subject to credit risk.





                                       23




Significant Accounting Estimates and Policies

The discussion and analysis of our financial condition and results of operations is based upon our financial statements that have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets and liabilities. On an ongoing basis, we evaluate our estimates including the allowance for doubtful accounts, the salability and recoverability of our products, income taxes and contingencies. We base our estimates on historical experience and on other assumptions that we believe to be reasonable under the circumstances, the results of which form our 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.





Revenue Recognition



The Company derives revenues from distribution of graphite-based products. We recognize revenue in accordance with ASC 605-25, Revenue Recognition, which states that revenue should be recognized when the following criteria are met: (1) persuasive evidence of an arrangement exists; (2) the service has been rendered; (3) the selling price is fixed or determinable; and (4) collection of the resulting receivable is reasonably assured. Sales represent the invoiced value of goods, net of value added tax ("VAT"), if any, and are recognized upon delivery of goods and passage of title according to shipping terms.

The Company is subject to VAT, which is levied on a majority of the products, at a rate ranging from 13% to 17% on the invoiced value of sales. Output VAT is borne by customers in addition to the invoiced value of sales and input VAT is borne by the Company in addition to the invoiced value of purchases to the extent not refunded for export sales.

The Company recognizes revenue upon delivery of goods and passage of title according to shipping terms. The Company does not provide chargeback or price protection rights to the customers. The customer only places purchase orders with the Company once it has confirmed the sale with a third party because this is a specialized business, which dictates that the Company will not sell the products until the purchase order is received. The Company allows its customers to return products only if its products are later determined by the Company to be defective. Based on the Company's historical experience, product returns have been insignificant throughout all of its product lines. Therefore, the Company does not record an allowance for sales returns. If sales returns occur, they are taken against revenue when products are returned from customers. Sales are presented net of any discounts given to customers. Interest income is recognized when earned. The Company experienced no returns for the nine months ended September 30, 2021 and 2020.

In May 2014, the FASB issued Accounting Standards Update ("ASU") 2014-09, Revenue from Contracts with Customers (Topic 606), amending revenue recognition guidance and requiring more detailed disclosures to enable users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. We adopted this ASU on January 1, 2018 for all revenue contracts with our customers using the modified retrospective approach.

There is no impact of applying this ASU.





Comprehensive Income


We have adopted ASC 220, Comprehensive Income, formerly known as SFAS No. 130, Reporting Comprehensive Income, which establishes standards for reporting and presentation of comprehensive income (loss) and its components in a full set of general purpose financial statements. We have chosen to report comprehensive income (loss) in the statements of operations and comprehensive income.





Income Taxes


We account for income taxes under the provisions of ASC 740, Income Tax, formerly known as SFAS No. 109, Accounting for Income Taxes, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. Deferred tax assets and liabilities are recognized for the future tax consequence attributable to the difference between the tax bases of assets and liabilities and their reported amounts in the financial statements. Deferred tax assets and liabilities are measured using the enacted tax rate expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.





                                       24




Effective January 1, 2008, the new Chinese income tax law sets unified income tax rates for domestic and foreign companies at 25%, except for a 15% corporate income tax rate for qualified high technology and science enterprises. In accordance with this new income tax law, low preferential tax rates in accordance with both the tax laws and administrative regulations prior to the promulgation of this law gradually become subject to the new tax rate within five years after the implementation of this law.

Accounts Receivable and Allowance For Doubtful Accounts

Accounts receivables are recognized and carried at the original invoice amount less allowance for any uncollectible amounts. An estimate for allowance for doubtful accounts is made when collection of the full amount is no longer probable. Bad debts are written off as incurred. Accounts receivable are recorded at the invoiced amount and do not bear interest. Management reviews the adequacy of the allowance for doubtful accounts on an ongoing basis, using historical collection trends and aging of receivables. Management also periodically evaluates individual customer's financial condition, credit history, and the current economic conditions to make adjustments in the allowance when it is considered necessary. The allowance for doubtful accounts amounted to $nil as of September 30, 2021 and December 31, 2020.





Inventories


Inventories are stated at the lower of cost, determined on a weighted average basis, and net realizable value. Net realizable value is the estimated selling price, in the ordinary course of business, less estimated costs to complete and dispose. The cost of inventories comprises all costs of purchases, costs of conversion and other costs incurred in bringing the inventories to their present location and condition. For the nine months ended September 30, 2021 and 2020, the Company has not made provision for inventory in regards to slow moving or obsolete items.

Property, Plant and Equipment

Property, plant and equipment are stated at cost. Major expenditures for betterments and renewals are capitalized while ordinary repairs and maintenance costs are expensed as incurred. Depreciation and amortization is provided using the straight-line method over the estimated useful life of the assets after taking into account the estimated residual value. The Company reviews the carrying value of property, plant, and equipment for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of assets. The factors considered by management in performing this assessment include current operating results, trends and prospects, the manner in which the property is used, and the effects of obsolescence, demand, competition, and other economic factors. Based on this assessment, no impairment expenses for property, plant, and equipment was recorded in operating expenses during the nine months ended September 30, 2021 and 2020.





Research and Development



Research and development costs are expensed as incurred, and are included in general and administrative expenses. These costs primarily consist of the cost of material used and salaries paid for the development of our products and fees paid to third parties. Our research and development expense for the nine months ended September 30, 2021 and 2020 were not significant.





                                       25





Value Added Tax


Pursuant to China's VAT rules and regulations, as an ordinary VAT taxpayer we are subject to a tax rate of 17% ("output VAT"). The output VAT is payable after offsetting VAT paid by us on purchases ("input VAT"). Under the commercial practice of the PRC, the Company paid VAT and business tax based on tax invoices issued.

The tax invoices may be issued subsequent to the date on which revenue is recognized, and there may be a considerable delay between the date on which the revenue is recognized and the date on which the tax invoice is issued. In the event that the PRC tax authorities dispute the date on which revenue is recognized for tax purposes, the PRC tax office has the right to assess a penalty, which can range from zero to five times the amount of the taxes that are determined to be late or deficient. In the event that a tax penalty is assessed on late or deficient payments, the penalty will be expensed as a period expense if and when a determination has been made by the taxing authorities that a penalty is due.

Fair Value of Financial Instruments

On January 1, 2008, the Company began recording financial assets and liabilities subject to recurring fair value measurement at the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. On January 1, 2009, the Company began recording non-recurring financial as well as all non-financial assets and liabilities subject to fair value measurement under the same principles. These fair value principles prioritize valuation inputs across three broad levels. The three levels are defined as follows:

? Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for

identical assets or liabilities in active markets.

? Level 2 inputs to the valuation methodology include quoted prices for similar

assets and liabilities in active markets, and inputs that are observable for

the assets or liabilities, either directly or indirectly, for substantially the

full term of the financial instruments.

? Level 3 inputs to the valuation methodology are unobservable and significant to


   the fair value.



The carrying amounts of financial assets and liabilities, including cash and cash equivalents, accounts receivable, notes receivable, advances to suppliers, other receivables, short-term bank loans, notes payable, accounts payable, advances from customers and other payables, approximate their fair values because of the short maturity period for these instruments.





Stock-based Compensation


Stock-based compensation includes (i) common stock awards granted to employees and directors for services which are accounted for under FASB ASC 718, Compensation-Stock Compensation, and (ii) common stock awards granted to consultants which are accounted for under FASB ASC 505-50, Equity-Equity-Based Payments to Non-Employees.

All grants of common stock awards and stock options to employees and directors are recognized in the financial statements based on their grant date fair values. The Company has elected to recognize compensation expense using the straight-line method for all common stock awards and stock options granted with service conditions that have a graded vesting schedule, with a corresponding charge to additional paid-in capital.

Common stock awards are granted to directors for services provided.

Common stock awards issued to consultants represent common stock granted to non-employees in exchange for services at fair value. The measurement dates for such awards are set at the dates that the contracts are entered into as the awards are non-forfeitable and vest immediately. The measurement date fair value is then recognized over the service period as if the Company has paid cash for such service. The Company did not make significant grants to consultants for any of the periods presented.

The Company estimates fair value of common stock awards based on the number of shares granted and the quoted price of the Company's common stock on the date of grant.

$48,000 and $15,388 of stock compensation expenses were amortized and recognized as general and administrative expenses for the nine months ended September 30, 2021 and 2020, respectively.





                                       26




Off-Balance Sheet Arrangements

We have not entered into any off-balance sheet arrangements.

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