The following discussion and analysis of our financial condition and results of
operations should be read in conjunction with our consolidated financial
statements and the notes to those financial statements appearing elsewhere in
this report. This discussion and analysis contain forward-looking statements
that involve significant risks and uncertainties. As a result of many factors,
such as the slow-down of the macro-economic environment in China and its impact
on economic growth in general, the competition in the fertilizer industry and
the impact of such competition on pricing, revenues and margins, the weather
conditions in the areas where our customers are based, the cost of attracting
and retaining highly skilled personnel, the prospects for future acquisitions,
and the factors set forth elsewhere in this report, our actual results may
differ materially from those anticipated in these forward-looking statements.
With these risks and uncertainties, there can be no assurance that the
forward-looking statements contained in this report will in fact occur. You
should not place undue reliance on the forward-looking statements contained

in
this report.



The forward-looking statements speak only as of the date on which they are made,
and, except to the extent required by U.S. federal securities laws, we undertake
no obligation to update any forward-looking statement to reflect events or
circumstances after the date on which the statement is made or to reflect the
occurrence of unanticipated events. Further, the information about our
intentions contained in this report is a statement of our intention as of the
date of this report and is based upon, among other things, the existing
regulatory environment, industry conditions, market conditions and prices, and
our assumptions as of such date. We may change our intentions, at any time and
without notice, based upon any changes in such factors, in our assumptions

or
otherwise.



Unless the context indicates otherwise, as used in the notes to the financial
statements of the Company, the following are the references herein of all the
subsidiaries of the Company (i) Green Agriculture Holding Corporation ("Green
New Jersey"), a wholly-owned subsidiary of Green Nevada incorporated in the
State of New Jersey; (ii) Shaanxi TechTeam Jinong Humic Acid Product Co., Ltd.
("Jinong"), a wholly-owned subsidiary of Green New Jersey organized under the
laws of the PRC; (iii) Xi'an Hu County Yuxing Agriculture Technology Development
Co., Ltd. ("Yuxing"), a Variable Interest Entity in the PRC ("VIE") controlled
by Jinong through contractual agreements; (iv) Beijing Gufeng Chemical Products
Co., Ltd., a wholly-owned subsidiary of Jinong in the PRC ("Gufeng"); and (v)
Beijing Tianjuyuan Fertilizer Co., Ltd., Gufeng's wholly-owned subsidiary in the
PRC ("Tianjuyuan"). Yuxing may also collectively be referred to as the "the

VIE
Company".



Unless the context otherwise requires, all references to (i) "PRC" and "China"
are to the People's Republic of China; (ii) "U.S. dollar," "$" and "US$" are to
United States dollars; and (iii) "RMB", "Yuan" and Renminbi are to the currency
of the PRC or China.



Overview



We are engaged in the research, development, production, and sale of various
types of fertilizers and agricultural products in the PRC through our wholly
owned Chinese subsidiaries, Jinong and Gufeng (including Gufeng's subsidiary
Tianjuyuan), and our VIE, Yuxing. Our primary business is fertilizer products,
specifically humic-acid based compound fertilizer produced by Jinong and
compound fertilizer, blended fertilizer, organic compound fertilizer,
slow-release fertilizer, highly concentrated water-soluble fertilizer, and mixed
organic-inorganic compound fertilizer produced by Gufeng. In addition, through
Yuxing, we develop and produce various agricultural products, such as top-grade
fruits, vegetables, flowers and colored seedlings. For financial reporting
purposes, our operations are organized into three business segments: fertilizer
products (Jinong), fertilizer products (Gufeng) and agricultural products
(Yuxing).



The fertilizer business conducted by Jinong and Gufeng generated approximately
89.6% and 91.2% of our total revenues for the three months ended September 30,
2022 and 2021, respectively. Yuxing serves as a research and development base
for our fertilizer products.



Fertilizer Products



As of September 30, 2022, we had developed and produced a total of 416 different
fertilizer products in use, of which 80 were developed and produced by Jinong,
336 by Gufeng.



                                       26




Below is a table that shows the metric tons of fertilizer sold by Jinong and Gufeng and the revenue per ton for the periods indicated:





           Three Months Ended
              September 30,            Change 2021 to 2022
            2022          2021          Amount           %
              (metric tons)

Jinong        9,385       15,224           (5,839 )     -38.4 %
Gufeng       24,171       38,771          (14,600 )     -37.7 %
             33,556       53,995          (20,439 )     -37.9 %




           Three Months Ended
              September 30,
            2022           2021
           (revenue per tons)
Jinong   $     1,294       $ 997
Gufeng           520         378




For the three months ended September 30, 2022, we sold approximately 33,556 tons
of fertilizer products, as compared to 53,995 metric tons for the three months
ended September 30, 2021. For the three months ended September 30, 2022, Jinong
sold approximately 9,385 metric tons of fertilizer products, as compared to
15,224 metric tons for the three months ended September 30, 2021. For the three
months ended September 30, 2022, Gufeng sold approximately 24,171 metric tons of
fertilizer products, as compared to 38,771 metric tons for the three months
ended September 30, 2021.



Our sales of fertilizer products to customers in five provinces within China
accounted for approximately 60.7% of our fertilizer revenue for the three months
ended September 30, 2022. Specifically, the provinces and their respective
percentage contributing to our fertilizer revenues were Hebei (27.3%), Inner
Mongolia (9.9%), Heilongjiang (9.6%), Liaoning (7.2%), and Shaanxi (6.7%).



As of September 30, 2022, we had a total of 1318 distributors covering 22
provinces, 4 autonomous regions and 4 central government-controlled
municipalities in China. Jinong had 974 distributors in China. Jinong's sales
are not dependent on any single distributor or any group of distributors.
Jinong's top five distributors accounted for 12.6% of its fertilizer revenues
for the three months ended September 30, 2022. Gufeng had 344 distributors,
including some large state-owned enterprises. Gufeng's top five distributors
accounted for 78.4% of its revenues for the three months ended September 30,
2022.



Agricultural Products



Through Yuxing, we develop, produce and sell high-quality flowers, green
vegetables and fruits to local marketplaces and various horticulture and
planting companies. We also use certain of Yuxing's greenhouse facilities to
conduct research and development activities for our fertilizer products. The
three PRC provinces and municipalities that accounted for 93.4% of our
agricultural products revenue for the three months ended September 30, 2022 were
Shaanxi (83.6%), Shanghai (5.7%), and Beijing (4.0%).



Recent Developments



New Products



During the three months ended September 30, 2022, Jinong launched no new
fertilizer product but eliminated 80 unqualified distributors. During the three
months ended September 30, 2022, Gufeng launched 0 new fertilizer products

and
added 0 new distributors.


Strategic Acquisitions and Discontinuations of Sales VIE Companies





On June 30, 2016 and January 1, 2017, through Jinong, we entered (i) Strategic
Acquisition Agreements (the "SAA"), and (ii) Agreements for Convertible Notes
(the "ACN"), with the shareholders of the companies as identified below (the
"Targets").



                                       27





June 30, 2016:



                                                                     Cash         Principal of
                                                                 Payment for        Notes for
                                                                 Acquisition       Acquisition
Company Name                     Business Scope                    (RMB[1])           (RMB)
Shaanxi Lishijie   Sales of pesticides, agricultural
Agrochemical       chemicals, chemical fertilizers,
Co., Ltd.          agricultural materials; Manufacture and
                   sales of mulches.                               10,000,000         3,000,000

Songyuan           Promotion and consulting services regarding
Jinyangguang       agricultural technologies; Retail sales of
Sannong Service    chemical fertilizers (including compound
Co., Ltd.          fertilizers and organic fertilizers);
                   Wholesale and retail sales of pesticides,
                   agricultural machinery and accessories;
                   Collection of agricultural information;
                   Development of saline-alkali soil;
                   Promotion and development of
                   high-efficiency agriculture and related
                   information technology solutions for
                   agriculture, agricultural and biological
                   engineering high technologies; E-commerce;
                   Cultivation of freshwater fish, poultry,
                   fruits, flowers, vegetables, and seeds;
                   Recycling and complex utilization of straw
                   and stalk; Technology transfer and
                   training; Recycling of agricultural
                   materials ; Ecological industry planning.        8,000,000        12,000,000


Shenqiu County     Cultivation of crops; Storage, sales,
Zhenbai            preliminary processing and logistics
Agriculture Co.,   distribution of agricultural by-products;
Ltd.(2)            Promotion and application of agricultural
                   technologies; Purchase and sales of
                   agricultural materials; Electronic
                   commerce.                                        3,000,000        12,000,000

Weinan City        Promotion and application of new
Linwei District    agricultural technologies; Professional
Wangtian           prevention of plant diseases and insect
Agricultural       pests; Sales of plant protection products,
Materials Co.,     plastic mulches, material, chemical
Ltd.               fertilizers, pesticides, agricultural
                   medicines, micronutrient fertilizers,
                   hormones, agricultural machinery and
                   medicines, and gardening tools.                  6,000,000        12,000,000

Aksu Xindeguo      Wholesale and retail sales of pesticides;
Agricultural       Sales of chemical fertilizers, packaged
Materials Co.,     seeds, agricultural mulches, micronutrient
Ltd.(3)            fertilizers, compound fertilizers, plant
                   growth regulators, agricultural
                   machineries, and water economizers;
                   Consulting services for agricultural
                   technologies; Purchase and sales of
                   agricultural by- products.                      10,000,000        12,000,000

Xinjiang           Sales of chemical fertilizers, packaged
Xinyulei           seeds, agricultural mulches, micronutrient
Eco-agriculture    fertilizers, organic fertilizers, plant
Science and        growth regulators, agricultural
Technology Co.,    machineries, and water economizers;
Ltd (3)            Purchase and sales of agricultural
                   by-products; Cultivation of fruits and
                   vegetables; Consulting services and
                   training for agricultural technologies;
                   Storage services; Sales of articles of
                   daily use, food and oil; On-line sales of
                   the above-mentioned products.

Total                                                              37,000,000        51,000,000



(1) The exchange rate between RMB and U.S. dollars on June 30, 2016 was

RMB1=US$0.1508, according to the exchange rate published by Bank of China.

(2) On November 30, 2017, the Company, through its wholly owned subsidiary

Jinong, discontinued the strategic acquisition agreements and the series of

contractual agreements with the shareholders of Zhenbai. In return, the

shareholders of Zhenbai agreed to tender the whole payment consideration in

the SAA back to the Company with early termination penalties. The convertible


    notes paid to Zhenbai's shareholders, and the accrued interest had been
    forfeited.



(3) On June 2, 2021, the Company, through its wholly owned subsidiary Jinong,

discontinued the strategic acquisition agreements and the series of

contractual agreements with the shareholders of Xindeguo and Xinyulei. In

return, the shareholders of Xindeguo and Xinyulei and agreed to pay cash with


    amount of RMB1,850,000 (approximately $259,370) to the Company.



(4) On December 1, 2021, the Company, through its wholly owned subsidiary Jinong,

discontinued the strategic acquisition agreements and the series of

contractual agreements with the shareholders of Lishijie. In return, the


    shareholders of Lishijie agreed to pay cash with amount of RMB3,500,000
    (approximately $490,700) to the Company.



(5) On March 31, 2022, the Company, through its wholly owned subsidiary Jinong,

discontinued the strategic acquisition agreements and the series of

contractual agreements with the shareholders of Jinyangguang and Wangtian. In

return, the shareholders of Jinyangguang and Wangtian agreed to pay cash with


    amount off RMB11,700,000 (approximately $1,640,340) to the Company.




                                       28





January 1, 2017:



                                                                     Cash         Principal of
                                                                 Payment for        Notes for
                                                                 Acquisition       Acquisition
Company Name                     Business Scope                    (RMB[1])           (RMB)

Sunwu County Sales of pesticides, agricultural Xiangrong chemicals, chemical fertilizers, Agricultural agricultural materials; Manufacture and Materials Co., sales of mulches. Ltd.(2)

4,000,000 6,000,000

Anhui Fengnong Wholesale and retail sales of pesticides; Seed Co., Ltd. Sales of chemical fertilizers, packaged


                   seeds, agricultural mulches, micronutrient
                   fertilizers, compound fertilizers and plant
                   growth regulators                                4,000,000         6,000,000

Total                                                               8,000,000        12,000,000



(1) The exchange rate between RMB and U.S. dollars on January 1, 2017 was

RMB1=US$0.144, according to the exchange rate published by Bank of China.

(2) On June 2, 2021, the Company, through its wholly owned subsidiary Jinong,

discontinued the strategic acquisition agreements and the series of

contractual agreements with the shareholders of Xiangrong. In return, the

shareholders of Xiangrong agreed to pay cash with amount of RMB24,430,000


    (approximately $3,425,086) to the Company.



(3) On December 31, 2021, the Company, through its wholly owned subsidiary

Jinong, discontinued the strategic acquisition agreements and the series of

contractual agreements with the shareholders of Fengnong. In return, the


    shareholders of Fengnong agreed to pay cash with amount of
    RMB8,750,000 (approximately $1,226,750) to the Company.




                                       29





Pursuant to the SAA and the ACN, the shareholders of the Targets, while
retaining possession of the equity interests and continuing to be the legal
owners of such interests, agreed to pledge and entrust all of their equity
interests, including the proceeds thereof (but excluding any claims or
encumbrances), and the operations and management of its business to Jinong, in
exchange for an aggregate amount of RMB45,000,000 (approximately $6,309,000) to
be paid by Jinong within three days following the execution of the SAA, ACN and
the VIE Agreements, and convertible notes with an aggregate face value of RMB
63,000,000 (approximately $8,832,600) with an annual fixed compound interest
rate of 3% and term of three years.



Jinong acquired the Targets using the VIE arrangement based on our need to further develop our business and comply with the regulatory requirements under the PRC laws.





As our business focuses on the production of fertilizer, all our business
activities intertwine with those in the agriculture industry in China.
Specifically, we deal with compliance, regulation, safety, inspection, and
licenses in fertilizer production, farmland use and transfer, growing and
distribution of agriculture goods, agriculture basic supplies, seeds,
pesticides, and trades of grains. It is an industry in which heavy regulations
get implemented and strictly enforced. In addition, E-commerce, which is also
under strict government regulation in the PRC, has lately become a sales and
distribution channel for agricultural products. Currently, we are developing an
online platform to connect the physical distribution network we either own

or
lease.



Compared with the regulatory environment in other jurisdictions, the regulatory
environment in the PRC is unique. For example, the "M&A Rules" purports to
require that an offshore special purpose vehicle controlled directly or
indirectly by PRC companies or individuals and formed for purposes of overseas
listing through acquisition of PRC domestic interests held by such PRC companies
or individuals obtain the approval of the China Securities Regulatory Commission
(the "CSRC") prior to the listing and trading of such special purpose vehicle's
securities on an overseas stock exchange. On September 21, 2006, the CSRC
published procedures regarding its approval of overseas listings by special
purpose vehicles.



For both e-commerce and agriculture industries, PRC regulators limit the
investment from foreign entities and set particularly rules for foreign-owned
entities to conduct business. We expect these limitations on foreign-owned
entities will continue to exist in e-commerce and agriculture industries. The
VIE arrangement, however, provides feasibility for obtaining administrative
approval process and avoiding industry restrictions that can be imposed on an
entity that is a wholly-owned subsidiary of a foreign entity. The VIE agreements
reduce uncertainty and the current limitation risk. It is our understanding that
the VIE agreements, as well as the control we obtained through VIE arrangement,
are valid and enforceable. Such legal structure does not violate the known,
published, and current PRC laws. While there are substantial uncertainties
regarding the interpretation and application of PRC Laws and future PRC laws and
regulations, and there can be no assurance that the PRC authorities will take a
view that is not contrary to or otherwise different from our belief and
understanding stated above, we believe the substantial difficulty that we
experienced previously to conduct business in agriculture as a foreign ownership
can be greatly reduced by the VIE arrangement. Further, as an integral part of
the VIE arrangement, the underlying equity pledge agreements provide legal
protection for the control we obtained. Pursuant to the equity pledge
agreements, we have completed the equity pledge processes with the Targets to
ensure the complete control of the interests in the Targets. The shareholders of
the Targets are not entitled to transfer any shares to a third party under the
exclusive option agreements. If necessary, they may transfer shares to our
company without consideration.



While the VIE arrangement provides us with the feasibility to conduct our
business in the E-Commerce and agriculture industries, validity and
enforceability of VIE arrangement is subject to (i) any applicable bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium or similar laws
affecting creditors' rights generally, (ii) possible judicial or administrative
actions or any PRC Laws affecting creditors' rights, (iii) certain equitable,
legal or statutory principles affecting the validity and enforceability of
contractual rights generally under concepts of public interest, interests of the
State, national security, reasonableness, good faith and fair dealing, and
applicable statutes of limitation; (iv) any circumstance in connection with
formulation, execution or implementation of any legal documents that would be
deemed materially mistaken, clearly unconscionable, fraudulent, coercive at the
conclusions thereof; and (v) judicial discretion with respect to the
availability of indemnifications, remedies or defenses, the calculation of
damages, the entitlement to attorney's fees and other costs, and the waiver of
immunity from jurisdiction of any court or from legal process. Validity and
enforceability of VIE arrangement is also subject to risk derived from the
discretion of any competent PRC legislative, administrative or judicial bodies
in exercising their authority in the PRC. As a result, there can no assurance
that any of such PRC Laws will not be changed, amended or replaced in the
immediate future or in the longer term with or without retrospective effect.



                                       30





Results of Operations



Three Months ended September 30, 2022 Compared to the Three Months ended
September 30, 2021.



                                               2022              2021            Change $        Change %
Sales
Jinong                                     $  12,148,002     $  15,161,742        (3,013,740 )       -19.9 %
Gufeng                                        12,578,822        14,788,252        (2,209,430 )       -14.9 %
Yuxing                                         2,870,501         2,888,894           (18,393 )        -0.6 %

Net sales                                     27,597,325        32,838,888        (5,241,563 )       -16.0 %
Cost of goods sold
Jinong                                         8,760,170        11,092,311        (2,332,141 )       -21.0 %
Gufeng                                        11,254,877        12,857,262        (1,602,385 )       -12.5 %
Yuxing                                         2,397,469         2,389,467             8,002           0.3 %

Cost of goods sold                            22,412,516        26,339,040        (3,926,524 )       -14.9 %
Gross profit                                   5,184,809         6,499,848        (1,315,039 )       -20.2 %
Operating expenses
Selling expenses                               2,437,354         3,429,443          (992,089 )       -28.9 %

General and administrative expenses            3,285,115        16,315,850       (13,030,735 )       -79.9 %
Total operating expenses                       5,722,469        19,745,293       (14,022,824 )       -71.0 %
Income (loss) from operations                   (537,660 )     (13,245,445

)      12,707,785         -95.9 %
Other income (expense)
Other income (expense)                            27,790            (2,773 )          30,563       -1102.2 %
Interest income                                   64,000            45,247            18,752          41.4 %
Interest expense                                 (82,244 )         (72,011 )         (10,233 )        14.2 %

Total other income (expense)                       9,546           (29,537 )          39,082        -132.3 %
(Loss) before income taxes                      (528,114 )     (13,274,982 )      12,746,867         -96.0 %
Provision for income taxes                             -            70,464           (70,464 )      -100.0 %
Net (loss) from continuing operations      $    (528,114 )   $ (13,345,446 )      12,817,331         -96.0 %
Net (loss) from discontinued operations                -        (1,731,762 )       1,731,762        -100.0 %
Net (Loss)                                      (528,114 )     (15,077,208

) 14,549,093 -96.5 %



Other comprehensive income (loss)
Foreign currency translation gain (loss)     (10,920,158 )         456,574 

     (11,376,732 )     -2491.8 %
Comprehensive (loss)                       $ (11,448,272 )   $ (14,620,634 )       3,172,361         -21.7 %




                                       31





Net Sales



Total net sales for the three months ended September 30, 2022 were $27,597,325,
a decrease of $5,241,563 or 16.0%, from $32,838,888 for the three months ended
September 30, 2021. This decrease was mainly due to the decrease for Jinong's
net sales.



For the three months ended September 30, 2022, Jinong's net sales increased
$3,013,740, or 19.9%, to $12,148,002 from $15,161,742 for the three months ended
September 30, 2021. This decrease was mainly due to Jinong's lower sales volume
in the last three months. Jinong sold approximately 9,385 metric tons of
fertilizer products for the three months ended September 30, 2022, decreased
5,839 tons or 38.4%, as compared to 15,224 metric tons for the three months
ended September 30, 2021.



For the three months ended September 30, 2022, Gufeng's net sales were
$12,578,822, a decrease of $2,209,430 or 14.9%, from $14,788,252 for the three
months ended September 30, 2021. This decrease was mainly due to Gufeng's lower
sales volume in the last three months. Gufeng sold approximately 24,171 metric
tons of fertilizer products for the three months ended September 30, 2022,
decreased 14,600 tons or 37.7%, as compared to 38,771 metric tons for the three
months ended September 30, 2021.



For the three months ended September 30, 2022, Yuxing's net sales were $2,870,501, a slightly decrease of $18,393 or 0.6%, from $2,888,894 for the three months ended September 30, 2021.





Cost of Goods Sold



Total cost of goods sold for the three months ended September 30, 2022 was
$22,412,516, a decrease of $3,926,524, or 14.9%, from $26,339,040 for the three
months ended September 30, 2021. The decrease was mainly due to 21.0% decrease
in Jinong's cost of goods sold.



Cost of goods sold by Jinong for the three months ended September 30, 2022 was
$8,760,170, a decrease of $2,332,141, or 21.0%, from $11,092,311 for the three
months ended September 30, 2021. The decrease in cost of goods was primarily due
to lower net sales in last three months.



Cost of goods sold by Gufeng for the three months ended September 30, 2022 was
$11,254,877, a decrease of $1,602,385, or 12.5%, from $12,857,262 for the three
months ended September 30, 2021. This decrease was primarily due to the 14.9%
decrease in net sale in last three months.



For three months ended September 30, 2022, cost of goods sold by Yuxing was $2,397,469, a slightly increase of $8,002, or 0.3%, from $2,389,467 for the three months ended September 30, 2021.





                                       32





Gross Profit



Total gross profit for the three months ended September 30, 2022 decreased by
$1,315,039, or 20.2%, to $5,184,809, as compared to $6,499,848 for the three
months ended September 30, 2021. Gross profit margin percentage was 18.8% and
19.8% for the three months Ended September 30, 2022 and 2021, respectively.



Gross profit generated by Jinong decreased by $681,599, or 16.7%, to $3,387,832
for the three months ended September 30, 2022 from $4,069,431 for the three
months ended September 30, 2021. Gross profit margin percentage from Jinong's
sales was approximately 27.9% and 26.8% for the three months Ended September 30,
2022 and 2021, respectively. The increase in gross profit margin percentage was
mainly due to the higher unit sales price for Jinong in the fiscal year 2023.



For the three months ended September 30, 2022, gross profit generated by Gufeng
was $1,323,945, a decrease of $607,045, or 31.4%, from $1,930,990 for the three
months ended September 30, 2021. Gross profit margin percentage from Gufeng's
sales was approximately 10.5% and 13.1% for the three months ended September 30,
2022 and 2021, respectively.



For the three months ended September 30, 2022, gross profit generated by Yuxing
was $473,032, a decrease of $26,395, or 5.3% from $499,427 for the three months
ended September 30, 2021. The gross profit margin percentage was approximately
16.5% and 17.3% for the three months Ended September 30, 2022 and 2021,
respectively. The decrease in gross profit margin percentage was mainly due to
the increase in product costs.



Selling Expenses



Our selling expenses consisted primarily of salaries of sales personnel,
advertising and promotion expenses, freight-out costs and related compensation.
Selling expenses were $2,437,354, or 8.8%, of net sales for the three months
ended September 30, 2022, as compared to $3,429,443, or 10.4%, of net sales for
the three months ended September 30, 2021, a decrease of $992,089, or 28.9%. The
decrease in selling expense was caused by the decrease in marketing activities.



The selling expenses of Jinong for the three months ended September 30, 2022
were $2,351,822 or 19.4% of Jinong's net sales, as compared to selling expenses
of $3,329,991 or 22.0% of Jinong's net sales for the three months ended
September 30, 2021.The selling expenses of Yuxing were $19,046 or 0.7% of
Yuxing's net sales for the three months ended September 30, 2022, as compared to
$13,780 or 0.5% of Yuxing's net sales for the three months ended September 30,
2021. The selling expenses of Gufeng were $66,487 or 0.5% of Gufeng's net sales
for the three months ended September 30, 2022, as compared to $85,671 or 0.6% of
Gufeng's net sales for the three months ended September 30, 2021.



General and Administrative Expenses





General and administrative expenses consisted primarily of related salaries,
rental expenses, business development, depreciation and travel expenses incurred
by our general and administrative departments and legal and professional
expenses including expenses incurred and accrued for certain litigation. General
and administrative expenses were $3,285,115, or 11.9% of net sales for the three
months ended September 30, 2022, as compared to $16,315,850, or 49.7% of net
sales for the three months ended September 30, 2021, a decrease of $13,030,735,
or 79.9%. The decrease in general and administrative expenses was mainly due to
lower general and administrative expenses for Gufeng. Gufeng's general and
administrative expenses were $1,921,188 for the three months ended September 30,
2022, a decreased $9,015,128, or 82.4%, as compared to $10,936,316 for the three
months ended September 30, 2021.



                                       33




Total Other Income (Expenses)





Total other income (expenses) consisted of income from subsidies received from
the PRC government, interest income, interest expenses and bank charges. Total
other income for the three months ended September 30, 2022 was $9,546, as
compared to other expense of $29,537 for the three months ended September 30,
2021, a decrease in expense of $39,082 or 132.3%. The decrease in total other
expense resulted from higher interest income in last three months.



Income Taxes



Jinong is subject to a preferred tax rate of 15% because of its business being
classified as a High-Tech project under the PRC Enterprise Income Tax Law
("EIT") that became effective on January 1, 2008. Jinong incurred income tax
expenses of 0 for the three months ended September 30, 2022 and 2021.



Gufeng is subject to a tax rate of 25%, incurred 0 income tax expenses for the three months ended September 30, 2022 and 2021.


Yuxing has no income tax for the Three months Ended September 30, 2022 and 2021
because of being exempted from paying income tax due to its products fall into
the tax exemption list set out in the EIT.



Net Income (loss)



Net (loss) for the three months ended September 30, 2022 was $(528,114), a
decrease in loss of $14,549,093, or 96.5%, compared to net (loss) of
$(15,077,208) for the three months ended September 30, 2021. Net (loss) as a
percentage of total net sales was approximately -1.9% and -45.9% for the three
months Ended September 30, 2022 and 2021, respectively.



Net (loss) from continuing operations for the three months ended September 30,
2022 was $(528,114), a decrease of loss with amount of $12,817,331, or 96.0%,
compared to net (loss) of $(13,345,446) for the three months ended September 30,
2021. The decrease was mainly due to lower General and administrative expenses.



Net (loss) from discontinued operations was 0 and $(1,731,762) for the three months ended September 30, 2022 and 2021.

Discussion of Segment Profitability Measures


As of September 30, 2022, we were engaged in the following businesses: the
production and sale of fertilizers through Jinong and Gufeng, and the production
and sale of high-quality agricultural products by Yuxing. For financial
reporting purpose, our operations were organized into three main business
segments based on locations and products: Jinong (fertilizer production), Gufeng
(fertilizer production) and Yuxing (agricultural products production). Each of
the segments has its own annual budget about development, production and sales.



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Each of the three operating segments referenced above has separate and distinct
general ledgers. The chief operating decision maker ("CODM") makes decisions
with respect to resources allocation and performance assessment upon receiving
financial information, including revenue, gross margin, operating income and net
income produced from the various general ledger systems; however, net income by
segment is the principal benchmark to measure profit or loss adopted by the
CODM.



For Jinong, the net income increased by $4,803,267, or 125.8%, to $984,350 for
the three months ended September 30, 2022, from net loss of $(3,818,917) for the
three months ended September 30, 2021. The increase in net income was
principally due to lower general and administrative expense.



For Gufeng, the net (loss) decreased by $8,417,071, or 91.9%, to net (loss) of
$(746,500) for the three months ended September 30, 2022, from net (loss) of
$(9,163,571) for the three months ended September 30, 2021. The decrease was
principally due to the decrease in general and administrative expense.



For Yuxing, the net income increased $49,647 or 30.7%, to $211,586 for the three months ended September 30, 2022 from $161,939 for the three months ended September 30, 2021. The increase was mainly due to lower general and administrative expense.

Liquidity and Capital Resources

Our principal sources of liquidity include cash from operations, borrowings from local commercial banks and net proceeds of offerings of our securities.

As of September 30, 2022, cash and cash equivalents were $69,832,535, an increase of $12,062,232, or 20.9%, from $57,770,303 as of June 30, 2022.


We intend to use the net proceeds from our securities offerings, as well as
other working capital if required, to acquire new businesses, upgrade production
lines and complete Yuxing's new greenhouse facilities for agriculture products
located on 88 acres of land in Hu County, 18 kilometers southeast of Xi'an city.
We believe that we have sufficient cash on hand and positive projected cash flow
from operations to support our business growth for the next twelve months to the
extent we do not have further significant acquisitions or expansions. However,
if events or circumstances occur and we do not meet our operating plan as
expected, we may be required to seek additional capital and/or to reduce certain
discretionary spending, which could have a material adverse effect on our
ability to achieve our business objectives. Notwithstanding the foregoing, we
may seek additional financing as necessary for expansion purposes and when we
believe market conditions are most advantageous, which may include additional
debt and/or equity financings. There can be no assurance that any additional
financing will be available on acceptable terms, if at all. Any equity financing
may result in dilution to existing stockholders and any debt financing may
include restrictive covenants.



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The following table sets forth a summary of our cash flows for the periods
indicated:



                                                                    Three Months Ended
                                                                       September 30,
                                                                   2022             2021

Net cash provided by (used in) operating activities            $ (2,995,510 )   $  1,514,956
Net cash provided by (used in) investing activities                 683,884

1,793,168


Net cash provided by financing activities                        18,025,034                -

Effect of exchange rate change on cash and cash equivalents (3,651,176 ) 120,495 Net increase in cash and cash equivalents

                        12,062,232 

3,428,619


Cash and cash equivalents, beginning balance                     57,770,303

18,593,944


Cash and cash equivalents, ending balance                      $ 69,832,535
$ 22,022,563




Operating Activities



Net cash used in operating activities was $2,995,510 for the three months ended
September 30, 2022, an increase of $4,510,466, or 297.7%, from cash provided by
operating activities of $1,514,956 for the three months ended September 30,
2021. The increase in cash used in operating activities was mainly due to a
decrease in customer deposits during the three months ended September 30, 2022
as compared to the same period in 2021.



Investing Activities



Net cash provided by investing activities for the three months ended September
30, 2022 was $683,884, a decrease of $1,109,284, or 61.9%, compared to cash used
in investing activities of $1,793,168 for the three months ended September 30,
2021. The decrease was mainly due to less fund received for the sales of
discontinued operations during the three months ended September 30, 2022.



Financing Activities



Net cash provided by financing activities for the three months ended September
30, 2022 was $18,025,034, an increase of $18,025,034, or 100.0% compared to 0
net cash provided by financing activities for the three months ended September
30, 2021. The increase was mainly due to the proceeds from sales of common stock
with amount of $16,757,130 and the proceeds from loans with amount of $1,167,904
for Jinong during the three months ended September 30, 2022.



As of September 30, 2022, and June 30, 2022, our loans payable was as follows:



                             September 30,       June 30,
                                 2022              2022

Short term loans payable: $ 3,785,400 $ 4,031,100 Long term loans payable: 1,121,600 Total

$     4,907,000     $ 4,031,100




Accounts Receivable



We had accounts receivable of $27,371,337 as of September 30, 2022, as compared to $28,792,891 as of June 30, 2022, a decrease of $1,421,554, or 4.9%.


Allowance for doubtful accounts in accounts receivable as of September 30, 2022
was $52,712,312, a decrease of $5,287,954, or 9.1%, from $58,000,266 as of June
30, 2022. And the allowance for doubtful accounts as a percentage of accounts
receivable was 65.8% as of September 30, 2022 and 66.8% as of June 30, 2022.



Deferred assets



We had no deferred assets as of September 30, 2022 and June 30, 2022. During the
three months, we assisted the distributors in certain marketing efforts and
developing standard stores to expand our competitive advantage and market
shares. Based on the distributor agreements, the amount owed by the distributors
in certain marketing efforts and store development will be expensed over three
years if the distributors are actively selling our products. If a distributor
defaults, breaches, or terminates the agreement with us earlier than the
contractual terms, the unamortized portion of the amount owed by the distributor
is payable to us immediately. The deferred assets had been fully amortized

as of
September 30, 2022.



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Inventories



We had inventories of $45,345,300 as of September 30, 2022, as compared to
$42,198,186 as of June 30, 2022, a increase of $3,147,114, or 7.5%. The increase
was primarily attributable to Gufeng's inventory. As of September 30, 2022,
Gufeng's inventory was $21,725,531, compared to $19,463,691 as of June 30, 2022,
an increase of $2,261,840, or 11.6%. The company confirmed the loss of $2
million and $11 million of inventories for the three months ended September

30,
2022 and 2021, respectively.



Advances to Suppliers



We had advances to suppliers of $7,163,495 as of September 30, 2022 as compared
to $20,711,891 as of June 30, 2022, representing a decrease of $13,548,396, or
65.4%. Our inventory level may fluctuate from time to time, depending how
quickly the raw material is consumed and replenished during the production
process, and how soon the finished goods are sold. The replenishment of raw
material relies on management's estimate of numerous factors, including but not
limited to, the raw materials future price, and spot price along with
its volatility, as well as the seasonal demand and future price of finished
fertilizer products. Such estimate may not be accurate, and the purchase
decision of raw materials based on the estimate can cause excessive inventories
in times of slow sales and insufficient inventories in peak times.



Accounts Payable


We had accounts payable of $1,650,548 as of September 30, 2022 as compared to $1,670,655 as of June 30, 2022, representing a decrease of $20,107, or 1.2%.

Customer Deposits (Unearned Revenue)


We had customer deposits of $6,056,684 as of September 30, 2022 as compared to
$7,994,669 as of June 30, 2022, representing a decrease of $1,937,985, or 24.2%.
The decrease was mainly attributable to Jinong' $1,783,539 unearned revenue as
of September 30, 2022, compared to $3,539,323 unearned revenue as of June 30,
2022, decreased $1,755,784, or 49.6%, caused by the advance deposits made by
clients. This decrease was due to seasonal fluctuation and we expect to deliver
products to our customers during the next three months at which time we will
recognize the revenue.


Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

Critical Accounting Policies and Estimates


Management's discussion and analysis of its financial condition and results of
operations are based upon our consolidated financial statements, which have been
prepared in accordance with United States generally accepted accounting
principles. Our financial statements reflect the selection and application of
accounting policies which require management to make significant estimates and
judgments. See Note 2 to our consolidated financial statements, "Basis of
Presentation and Summary of Significant Accounting Policies." We believe that
the following paragraphs reflect the most critical accounting policies that
currently affect our financial condition and results of operations:



Use of estimates



The preparation of consolidated financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the consolidated financial statements and the amount
of revenues and expenses during the reporting periods. Management makes these
estimates using the best information available at the time the estimates are
made. However, actual results and outcomes may differ from management's
estimates and assumptions due to risks and uncertainties, including uncertainty
in the current economic environment due to the recent outbreak of COVID-19.




                                       37





Revenue recognition


Sales revenue is recognized at the date of shipment to customers when a formal arrangement exists, the price is fixed or determinable, the delivery is completed, we have no other significant obligations and collectability is reasonably assured. Payments received before all the relevant criteria for revenue recognition are satisfied are recorded as unearned revenue.





Our revenue consists of invoiced value of goods, net of a value-added tax (VAT).
No product return or sales discount allowance is made as products delivered and
accepted by customers are normally not returnable and sales discounts are
normally not granted after products are delivered.



Cash and cash equivalents



For statement of cash flows purposes, we consider all cash on hand and in banks,
certificates of deposit and other highly-liquid investments with maturities of
three months or less, when purchased, to be cash and cash equivalents.



Accounts receivable



Our policy is to maintain reserves for potential credit losses on accounts
receivable. Management reviews the composition of accounts receivable and
analyzes historical bad debts, customer concentrations, customer credit
worthiness, current economic trends and changes in customer payment patterns to
evaluate the adequacy of these reserves. Any accounts receivable of Jinong and
Gufeng that are outstanding for more than 180 days will be accounted as
allowance for bad debts, and any accounts receivable of Yuxing that are
outstanding for more than 90 days will be accounted as allowance for bad debts.



Deferred assets



Deferred assets represent amounts the Company advanced to the distributors in
their marketing and stores development to expand our competitive advantage and
market shares. Based on the distributor agreements, the amount owed by the
distributors in certain marketing efforts and store development will be expensed
over three years if the distributors are actively selling our products. If a
distributor defaults, breaches, or terminates the agreement with us earlier than
the realization of the contractual terms, the unamortized portion of the amount
owed by the distributor is to be refunded to us immediately. The deferred assets
had been fully amortized as of September 30, 2022.



Segment reporting



 FASB ASC 280 requires use of the "management approach" model for segment
reporting. The management approach model is based on the way a company's
management organizes segments within the company for making operating decisions
and assessing performance. Reportable segments are based on products and
services, geography, legal structure, management structure, or any other way
management disaggregates a company.



As of September 30, 2022, we were organized into three main business units:
Jinong (fertilizer production), Gufeng (fertilizer production), and Yuxing
(agricultural products production). For financial reporting purpose, our
operations were organized into three main business segments based on locations
and products: Jinong (fertilizer production), Gufeng (fertilizer production),
and Yuxing (agricultural products production). Each of the segments has its own
annual budget regarding development, production, and sales.



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