The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes, and other financial information included in this Form 10-Q and our financial statements and notes thereto included in our annual report on Form 10-K for the fiscal year ended December 31, 2021 (the "2021 Form 10-K").

Our Management's Discussion and Analysis contains not only statements that are historical facts, but also statements that are forward-looking. Words such as "anticipates," "expects," "intends," "plans," "predicts," "potential," "believes," "seeks," "hopes," "estimates," "should," "may," "will," "with a view to" and variations of these words or similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and assumptions that are difficult to predict. Forward-looking statements are, by their very nature, uncertain and risky. These risks and uncertainties include international, national, and local general economic and market conditions; our ability to sustain, manage, or forecast growth; our ability to successfully make and integrate acquisitions; new product development and introduction; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; the loss of significant customers or suppliers; fluctuations and difficulty in forecasting operating results; change in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; the ability to protect technology; the risk of foreign currency exchange rates; and other risks that might be detailed from time to time in our filings with the Securities and Exchange Commission. For more information, see our discussion of risk factors located at Part I, Item 1A of our 2021 Form 10-K.

Although the forward-looking statements in this Report reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by them. Consequently, and because forward-looking statements are inherently subject to risks and uncertainties, the actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements. You are urged to carefully review and consider the various disclosures made by us in this report as we attempt to advise interested parties of the risks and factors that may affect our business, financial condition, and results of operations and prospects.





Overview


Merion, Inc. is a provider of health and nutritional supplements and personal care products. Currently, we are mainly selling our products over the internet directly to end-user customers through our website, at www.merionus.com, and to wholesale distributors through phone and electronic communication. Our major customers of our Original Equipment Manufacturer ("OEM") and packaging products are located in the United States ("U.S.").

Since June 2014, we have been selling our products primarily over the internet directly to end-user customers and by phone/email orders directly to our wholesale distributors. Certain miscellaneous sales are made directly to customers who call the Company directly for products. We are now focusing on selling health and nutritional supplements and personal care products directly on the internet through our website at www.merionus.com and provide OEM and packaging products through third party manufacturing. As of the date of filing of this report, we market eight individual nutritional supplement products and one beauty product. We did not develop any new products in 2021 and in the six months ended June 30, 2022. We are no longer selling similar products of third parties on our website.

In January 2018, we entered into an Asset Purchase Agreement (the "Purchase Agreement") with SUSS Technology Corporation, a Nevada corporation (the "Seller"), pursuant to which the Seller agreed to sell to the Company substantially all of the assets associated with the Seller's manufacture of dietary supplements (the "Nevada Factory") for an aggregate purchase price (the "Purchase Price") of $1,000,000 and 333,334 shares of the Company's common stock (the "Purchase Shares") valued at $320,000. The Seller was one of our major suppliers during the year ended December 31, 2017. These assets met all industry nutritional and dietary supplement manufacturing standards, including U.S. Food and Drug Administration and Good Manufacturing Practice compliance and Current Good Manufacturing Practice regulations. Upon purchasing these assets from the Seller, we started to manufacture some of the nutritional supplements that we sold until May 2021. In May 2021, we determined that it would be more beneficial to outsource to third-party manufacturers the production of our branded and OEM products rather than manufacturing through our Nevada Factory. As a result, we disposed of our factory machinery and terminated our Nevada Factory lease in May 2021. As we have significant continuing involvement in the sale of our branded and OEM products through our third-party manufacturers, this restructuring did not constitute a strategic shift that will have a major effect on our operations and financial results. Therefore, the results of operations for our Nevada Factory were not reported as discontinued operations under the guidance of FASB ASC 205.






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Due to the ongoing COVID-19 pandemic which has limited global travel, transportation, and import and export of goods, the Company has focused more on its OEM and packaging business to provide private label supplement products or customized formula supplement products to wholesale and retail customers. We manufactured these products through our Nevada Factory prior to May 2021 and subsequently we purchase the raw material for the products and outsource to third-party manufacturers and packaging companies to produce and pack these products for our customers after we closed our Nevada Factory in May 2021.

For the wholesale and retail customers who are looking for private label products, we provide our own formulas, purchase raw materials and contract third party manufacturers to produce products. For the customers who have their own formulas, we purchase raw materials and outsource to the third-party manufacturers and packing companies for their products.

We continue to sell our nutritional supplement and beauty products on our website. Our nutritional supplement products are made according to a micro molecular nutrition formula. To achieve the maximum effect of products, micro molecular health foods were designed to be absorbed by cells directly with minimum chemical conversion, which we believe promotes faster absorption. We believe our company is one of only a few companies in the market which are using a micro molecular nutrition formula.

In January 2018, we introduced a beauty product, Noir Naturel, a gentle formula for grey coverage from the first application into hair care.

In September 2018, we introduced three different types of natural aphrodisiac supplements, Viwooba (1-3) for men that may support kidney health, improve immunity, enhance physical fitness, eliminate fatigue, improve sexual desire and enhance body energy, strength and sexual ability.

In March 2019, we introduced 1) Lady-S, a female dietary supplement that may assist with weight loss, 2) Gold King, a nutritional supplement that may provide antioxidant support and liver health, 3) New Power, a nutritional supplement that may support heart health, and 4) Taibao, a nutritional supplement that may enhance physical performance and energy metabolism.

In December 2019, we introduced ReMage Power, a nutritional supplement that may provide anti-aging Nicotinamide adenine dinucleotide (NAD)+ support and promote energy & cell metabolism.

For the six months ended June 30, 2022 and 2021, we did not sell any of the aforementioned nutritional supplement and beauty products. All of our sales were derived from the OEM and packaging products.

Principal Factors Affecting Our Financial Performance

We believe consumers have become more confident in ordering products like ours over the internet. However, the nutritional supplement and beauty products e-commerce markets have been, and continue to be, increasingly competitive and are rapidly evolving due to the reasons discussed below.

Barriers to entry are minimal in the nutritional supplement and beauty businesses, and current and new competitors can launch new websites at a relatively low cost. Many competitors in this area have greater financial, technical and marketing resources than we do. Continued advancement in e-commerce, and increased access to online shopping, is paving the way for growth in direct marketing. We also face competition for consumers from retailers, duty-free retailers, specialty stores, department stores and specialty and general merchandise catalogs, many of which have greater financial and marketing resources than we have. There can be no assurance that we will maintain or increase our competitive position or that we will continue to provide only American-made merchandise.

As COVID-19 has limited the global travels, transportation, and import and export of goods, we moved our focus on local OEM and packaging business through the production from third party manufacturers and it has become our major revenue source since 2021. The loss of one or more of our U.S. OEM and packaging customers would result in loss of sales and have a significant negative effect on our operations if we cannot find one or more substitutes.

Our products are sensitive to business and personal discretionary spending levels, and demand tends to decline or grow more slowly during economic downturns, including downturns in any of our major markets. The global economy is currently undergoing a period of downturn due to COVID-19, war in Ukraine and inflation, and the future economic environment continues to remain uncertain. This has led, and could further lead, to reduced consumer spending, which may include spending on nutritional and beauty products and other discretionary items. The increase of trade tensions between US and China and the spread of COVID-19 have and might continue to have negative impacts on our business. The reduced consumer spending may force us and our competitors to lower prices. These conditions may adversely affect our revenues and results of operations.






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Coronavirus (COVID-19)


At the end of 2019, there was an outbreak of a novel strain of coronavirus (COVID-19) which has spread rapidly to many parts of China and other parts of the world, including the U.S. In March 2020, the World Health Organization declared COVID-19 a pandemic. The pandemic has resulted in quarantines, travel restrictions, and the temporary closure of office buildings and facilities in China and in the U.S. The economic impact of the coronavirus or COVID-19 in both China and the U.S have significantly impacted our business and results of operations.

Our headquarters are located in California and were closed from March 19, 2020 to June 9, 2020. Due to the surge of COVID-19 cases in California, our offices were closed again from July 16, 2020 to September 16, 2020 and our employees worked remotely from home during these periods. Our offices have been reopened since September 16, 2020. All of our OEM and packaging revenues are generated in the U.S. Consequently, our results of operations have been and will continue be materially adversely affected, to the extent that the pandemic harms the Chinese and U.S. economy. Any potential impact to our results will depend on, to a large extent, future developments and new information that may emerge regarding the duration and severity of COVID-19 and new variants, efficacy and distribution of COVID-19 vaccines and the actions taken by government authorities and other entities in China and the U.S. to contain COVID-19 or treat its impact, almost all of which are beyond our control.

Although we expect that our health supplement products and our OEM/packaging services will still be in demand due to awareness of the importance of health growing along with the realities of COVID-19, the global economy has been and may continue to be negatively affected by COVID-19 and there is continued uncertainty about the duration and intensity of the impact of COVID-19. Many of our customers are individuals and small and medium-sized enterprises (SMEs), which may not have strong cash flows or be well capitalized, and may be vulnerable to a pandemic outbreak and slowing macroeconomic conditions. If the SMEs cannot weather the COVID-19 pandemic and the resulting economic impact, or cannot resume business as usual after a prolonged outbreak, our revenues and business operations may be materially and adversely impacted.

While the potential economic impact brought by, and the duration of, COVID-19 may be difficult to assess or predict, a widespread pandemic could result in significant disruption of global financial markets, reducing the Company's ability to access capital, which could negatively affect the Company's liquidity.

For the three and six months ended June 30, 2022 and 2021, all of our revenues are concentrated in the United States. Consequently, the COVID-19 outbreak has and may continue to materially adversely affect our business operations, financial condition and operating results, including but not limited to the material negative impact to the sourcing and delivery of our products, revenues and collection of accounts receivable and the additional allowance for doubtful accounts. The situation remains highly uncertain for any further outbreak or resurgence of the COVID-19, new variants and the efficacy and distribution of COVID-19 vaccines. It is therefore difficult for the Company to estimate the impact on our business or operating results that might be adversely affected by any further outbreak or resurgence of COVID-19 for the remainder of 2022.

In addition, due to COVID-19 spreading around the world and some of the raw materials to produce our products sourced from outside of the United States, the suppliers have been and might continue to be negatively impacted due to supply chain disruption, increased shipping costs and shortage of raw materials. Consequently, the COVID-19 outbreak has and may continue to materially adversely affect the Company's business operations, financial condition and operating results for the remainder of 2022, including but not limited to the shortage of raw materials, delay of shipment, and increased prices for the Company's products manufactured by the third-party manufacturers.






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The Company's total revenues for the three and six months ended June 30, 2022 were lower as compared to the same period of 2021. Because of the uncertainty surrounding COVID-19, the financial impact for the remainder of 2022 cannot be reasonably estimated at this time.

Looking ahead, we understand that these unprecedented times will have a financial impact on some of our customers, and might potentially cause loss of certain existing customers. Our plan has been to promote the awareness of the importance of health and our health supplement products, which in turn might build sales with new customers to offset the loss of any of our existing customers.

As COVID-19 continues to impact global business, the U.S. government established relief programs for small business such as the Paycheck Protection Program ("PPP") and the Economic Injury Disaster Loan program ("EIDL"). In 2020, we received a PPP loan of $131,100 and EIDL loan of $150,000 to help fund our operation in 2020. The PPP loan was fully forgiven by the SBA administration in January 2021.

On February 2, 2021, the Company received loan proceeds of $137,792 under the U.S. Small Business Administration ("SBA") second round of Paycheck Protection Program ("PPP") to help fund our operations in 2021. The PPP loan was fully forgiven by the SBA administration in October 2021.

On July 17, 2020 and April 22, 2022, the Company received loans in the amount of $150,000 and $350,000 from the Small Business Administration ("SBA") EIDL program administered by the SBA pursuant to the CARES Act. In accordance with the requirements of the CARES Act, the Company will use proceeds from the SBA loans primarily for working capital to alleviate economic injury caused by the COVID Pandemic occurring in the month of January 2020 and continuing thereafter. The two SBA loans are scheduled to mature on July 17, 2050 with a 3.75% interest rate and is subject to the terms and conditions applicable to loans administered by the SBA under the CARES Act. The monthly payable for these two loans, including principal and interest of $2,539 is payable over 30 years, commencing on July 17, 2022.





Results of Operations



Comparison of the three months ended June 30, 2022 and 2021





                                               For the three months ended June 30,
                                                                                  Percentage
                                       2022           2021          Change          Change
Total sales                         $   81,477     $  761,107     $ (679,630 )          (89.3 )%
Total cost of sales                     77,537        631,834       (554,297 )          (87.7 )%
Gross profit                             3,940        129,273       (125,333 )          (97.0 )%
Operating expenses
Selling                                  4,983         20,094        (15,111 )          (75.2 )%
General and administrative             318,392        301,334         17,058              5.7 %
Stock compensation expense                   -         84,867        (84,867 )         (100.0 )%
Impairment loss of right-of-use
asset                                   65,482              -         65,482            100.0 %
Loss on disposal of equipment                -        268,800       (268,800 )         (100.0 )%
Total operating expenses               388,857        675,095       (286,238 )          (42.4 )%
Loss from operations                  (384,917 )     (545,822 )     (160,905 )          (29.5 )%
Other (expense) income, net             (9,886 )       25,386        (35,272 )         (138.9 )%
Provision for income taxes                   -              -              -                -
Net loss                            $ (394,803 )   $ (520,436 )   $ (125,633 )          (24.1 )%



Total sales decreased by approximately $680,000 or 89.3%, from approximately $761,000 in the three months ended June 30, 2021 to approximately $81,000 in the three months ended June 30, 2022. The decrease of sales was mainly because we fulfilled more OEM orders during the three months ended June 30, 2021 as compared to the three months ended June 30, 2022. We had experienced a delay of OEM shipments due to supply shortages during the three months ended June 30, 2022 for which we have accumulated increased backlog orders with deferred revenue of approximately $0.7 million as of June 30, 2022.

The cost of sales decreased by approximately $554,000, or 87.7%, from approximately $632,000 in the three months ended June 30, 2021 to approximately $78,000 in the three months ended June 30, 2022. The decrease of cost of sales was in line with the decrease of revenue as we fulfilled lesser OEM orders during the three months ended June 30, 2022.

Our overall gross margin percentage increased from a gross margin of approximately 17.0% in the three months ended June 30, 2021 to a gross margin of approximately 4.8% in the three months ended June 30, 2022. The decrease of gross margin percentage was mainly attributable to that we provided inventory write-down in the three months ended June 30, 2022. Excluding the inventory-write down, our gross margin percentage increased from a gross margin of approximately 17.0% in the three months ended June 30, 2021 to a gross margin of approximately 27.1% in the three months ended June 30, 2022, which was mainly attributable to that we provided more sales volume discounts on the unit price to our customers during the three months ended June 30, 2021 as compared to the same period in 2022.






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Selling expenses decreased from approximately $20,000 in the three months ended June 30, 2021 to approximately $5,000 in the three months ended June 30, 2022. The decrease of approximately $15,000, or 75.2%, was mainly due to the decrease of payroll expense of approximately $10,000 as we did not replace our sales representatives after their departure and decrease of shipping and packing expenses of approximately $4,000 as we had less OEM orders that required packing and shipping services.

General and administrative ("G&A") expenses increased by approximately $17,000 from approximately $301,000 in the three months ended June 30, 2021 to approximately $318,000 in the three months ended June 30, 2022. The increase was mainly attributable to the increase of approximately $30,000 of professional fees and approximately $25,000 of bad debt expense, which was offset with a decrease of approximately $21,000 of computer expense as we did not outsource any professionals to upgrade our website in the three months ended June 30, 2022 and a decrease of approximately $18,000 of payroll and benefits expense as we did not replace certain employees after their departure.

Stock compensation expenses were $0 for the three months ended June 30, 2022, a decrease of approximately $85,000 as compared to the same period in 2021. The expense related to the amortization of the value of 766,668 shares of restricted common stock to three employees for the three months ended June 30, 2021, which were all fully vested in July 2021.

Impairment loss of long-lived assets was $65,482 for the three months ended June 30, 2022 as compared to $0 in the same period in 2021. The impairment loss of long-lived assets related to our New York training center as we do not expect to re-open the training center after its closure in the second quarter of 2022 even though our lease term is not up until March of 2023.

Loss on disposal of equipment was $0 for the three months ended June 30, 2022, a decrease of approximately $269,000 as compared to the same period in 2021. The loss on disposal of equipment related to the termination our Nevada factory lease and disposal of all machinery in Nevada factory in May 2021 which resulted in $268,800 of loss for the three months ended June 30, 2021.

Other income (expense) decreased by $35,000 from approximately $25,000 other income in the three months ended June 30, 2021 to approximately $10,000 other expense in the three months ended June 30, 2022, mainly due to the decrease of other income of approximately $28,000 as we received a $25,000 California Small Business COVID-19 Relief Grant that we received in May 2021 and we didn't have such Grant in the three months ended June 30, 2022, and an increase of interest expense of approximately $7,000 as we obtained an additional $350,000 interest bearing Economic Injury Disaster Loan in April 2022.

Net loss decreased by approximately $126,000 from approximately $520,000 in the three months ended June 30, 2021 to approximately $394,000 in the three months ended June 30, 2022, mainly due to the reasons discussed above.

Comparison of the six months ended June 30, 2022 and 2021





                                               For the six months ended June 30,
                                                                                  Percentage
                                      2022           2021           Change          Change
Total sales                        $  227,366     $ 1,196,469     $ (969,103 )          (81.0 )%
Total cost of sales                   139,496         869,358       (729,862 )          (84.0 )%
Gross profit                           87,870         327,111       (239,241 )          (73.1 )%
Operating expenses
Selling                                 8,612          66,197        (57,585 )          (87.0 )%
General and administrative            635,533         667,940        (32,407 )           (4.9 )%
Stock compensation expense                  -         168,801       (168,801 )         (100.0 )%
Impairment loss of right-of-use
asset                                  65,482               -         65,482            100.0 %
Loss on disposal of equipment               -         268,800       (268,800 )         (100.0 )%
Total operating expenses              709,627       1,171,738       (462,111 )          (39.4 )%
Loss from operations                 (621,757 )      (844,627 )     (222,870 )          (26.4 )%
Other expense, net                     (8,487 )        26,551        (35,038 )         (132.0 )%
Provision for income taxes                  -               -              -                -
Net loss                           $ (630,244 )   $  (818,076 )   $ (187,832 )          (23.0 )%



Total sales decreased by approximately $969,000 or 81.0%, from approximately $1.2 million in the six months ended June 30, 2021 to approximately $227,000 in the six months ended June 30, 2022. The decrease of sales was mainly because we fulfilled more OEM orders during the six months ended June 30, 2021 as compared to the six months ended June 30, 2022. In addition, we had experienced a delay of OEM shipments due to supply shortages during the six months ended June 30, 2022 for which we have accumulated increased backlog orders with deferred revenue of approximately $0.7 million as of June 30, 2022.

The cost of sales decreased by approximately $730,000, or 84.0%, from approximately $869,000 in the six months ended June 30, 2021 to approximately $139,000 in the six months ended June 30, 2022. The decrease of cost of sales was in line with the decrease of revenue as we fulfilled lesser OEM orders during the six months ended June 30, 2022.

Our overall gross margin percentage increased from a gross margin of approximately 27.3% in the six months ended June 30, 2021 to a gross margin of approximately 38.6% in the six months ended June 30, 2022, mainly attributable to that we provided more sales volume discounts on the unit price to our customers during the six months ended June 30, 2021 as compared to the same period in June 30, 2022.






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Selling expenses decreased from approximately $66,000 in the six months ended June 30, 2021 to approximately $9,000 in the six months ended June 30, 2022. The decrease of approximately $58,000, or 87.0%, was mainly due to the decrease of approximately $48,000 of shipping and packing expenses as we had less OEM orders that required packing and shipping services and approximately $10,000 of payroll expense as we did not replace our sales representatives after their departure.

General and administrative ("G&A") expenses decreased by approximately $32,000 from approximately $668,000 in the six months ended June 30, 2021 to approximately $636,000 in the six months ended June 30, 2022. The decrease was mainly attributable to the decrease of approximately $22,000 of computer expense as we did not outsource any professionals to upgrade our website in the six months ended June 30, 2022 and the decrease of approximately $26,000 of payroll and benefits expense as we did not replace certain employees after their departure offset by the increase of approximately $25,000 of bad debt expense.

Stock compensation expenses were $0 for the six months ended June 30, 2022, a decrease of approximately $169,000 as compared to the same period in 2021. The expense related to the amortization of the value of 766,668 shares of restricted common stock to three employees for the six months ended June 30, 2021, which were all fully vested in July 2021.

Impairment loss of long-lived assets was $65,482 for the six months ended June 30, 2022 as compared to $0 in the same period in 2021. The impairment loss of long-lived assets related to our New York training center as we do not expect to re-open the training center after its closure in the second quarter of 2022 even though our lease term is not up until March of 2023.

Loss on disposal of equipment was $0 for the six months ended June 30, 2022, a decrease of approximately $269,000 as compared to the same period in 2021. The loss on disposal of equipment related to the termination our Nevada factory lease and disposal of all machinery in Nevada factory in May 2021 which resulted in $268,800 of loss for the six months ended June 30, 2021.

Other income (expense) decreased by $35,000 from approximately $27,000 other income in the six months ended June 30, 2021 to approximately $8,000 other expense in the six months ended June 30, 2022, mainly due to the decrease of other income of approximately $14,000 as we received a $25,000 California Small Business COVID-19 Relief Grant that we received in May 2021 and we didn't have such Grant in the six months ended June 30, 2022, and increase of interest expense of approximately $7,000 as we obtained an additional $350,000 interest bearing Economic Injury Disaster Loan in April 2022.

Net loss decreased by approximately $188,000 from approximately $818,000 in the six months ended June 30, 2021 to approximately $630,000 in the six months ended June 30, 2022, mainly due to the reasons discussed above.

Liquidity and Capital Resources

As of June 30, 2022, we had a cash balance of approximately $23,000, compared to a cash balance of approximately $900 at December 31, 2021.

In assessing our liquidity, we monitor and analyze our cash on-hand and our operating and capital expenditure commitments. Our liquidity needs are to meet our working capital requirements, operating expenses and current loan obligations. Other than operating expenses and current liabilities of approximately $1.6 million, the Company does not have significant cash commitments. Cash requirements include cash needed for purchase of inventory, payroll, payroll taxes, rent, other operating expenses and payments of current portions of loan payable. However, in response to the liquidity factors described above, the Company has continued to find ways to reduce its operating expenses. In addition, should our Company need funds, our principal shareholder and Chief Executive and Financial Officer Mr. Dinghua Wang may lend additional money to the Company from time to time to the extent he is in a position and willing to do so. No assurance can be provided that he will continue to lend funds to the Company in the future.






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Management has concluded under U.S. GAAP that there is substantial doubt about our ability to continue as a going concern as a result of our lack of significant revenue and sufficient working capital. If we are unable to generate significant revenue or secure financing, we may be required to cease or limit our operations. Our financial statements do not include adjustments that might result from the outcome of this uncertainty.

For the six months ended June 30, 2022, cash used in operating activities amounted to approximately $500,000 as compared to approximately $126,000 used in operating activities in the same period in 2021. Cash used in operating activities for the six months ended June 30, 2022 was primarily the result of our approximately $630,000 net loss, the payment of lease liabilities of approximately $102,000 and the decrease of deferred revenue of approximately $95,000 as we returned certain deposits made by our customer. This amount was partially offset by the increase of accounts payable and accrued expenses of approximately $61,000 as we are behind on payments and decrease of prepaid expenses of approximately $33,000 as we realized our prepayments on inventory purchases to fulfill our OEM orders, and the decrease of the non-cash expense of approximately $10,000 of depreciation expense, approximately $111,000 in amortization of operating right-of-use assets, approximately $65,000 in impairment loss of right-of-use asset, bad debt expense of approximately $25,000, and inventory write-off of approximately $23,000.

For the six months ended June 30, 2022, financing activities provided approximately $523,000 as compared to approximately $115,000 during the six months ended June 30, 2021. Net cash received in the six months ended June 30, 2022 included an additional $350,000 loan from the Economic Inquiry Disaster Loan program, borrowings from third parties totaling approximately $57,000 and approximately $152,000 in additional loans from our principal shareholder and Chief Executive and Financial Officer, Mr. Dinghua Wang. These amounts were partially offset by our repayment of approximately $27,000 to our principal shareholder and Chief Executive and Financial Officer, Mr. Dinghua Wang and approximately $9,000 of principal payments for long-term debt.

The material terms of the loans from our principal shareholder and Chief Executive and Financial Officer, Mr. Dinghua Wang, and certain unaffiliated third parties are set forth in Note 6 and Note 7 of the accompanying notes to unaudited condensed financial statements.

Off-Balance Sheet Arrangements

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

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