The following discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements and the notes thereto included elsewhere in this Annual Report on Form 10-K, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of such financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, and expenses. On an ongoing basis, we evaluate these estimates, including those related to useful lives of real estate assets, bad debts, impairment, contingencies and litigation. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. There can be no assurance that actual results will not differ from those estimates. The analysis set forth below is provided pursuant to applicable SEC regulations and is not intended to serve as a basis for projections of future events. See "Cautionary Statement Regarding Forward Looking Statements" above.

Results of Operations for the Years Ended March 31, 2021 and 2020

The following table shows key components of the results of operations during the years ended March 31, 2021 and 2020:





                                              For the Years Ended
                                                   March 31,                      Change
                                              2021           2020            $              %
Revenue                                    $  126,922     $  237,476     $ (110,554 )         (47 %)
Cost of Sales                                  87,760        185,114        (97,354 )         (53 %)
Gross Profit                                   39,162         52,362        (13,200 )         (25 %)

Total operating costs and expenses            255,006        557,494        302,488            54 %
(Loss) from operations before other
income and income taxes                      (215,844 )     (505,132 )      289,288           (57 %)
Other (loss) income                            (2,355 )        1,517         (3,872 )        (255 %)
(Loss) from operations before income
taxes                                        (218,199 )     (503,615 )      285,416           (57 %)
Income taxes                                        -              -              -           N/A
Net (loss) from continuing operations        (218,199 )     (503,615 )      285,416           (57 %)
(Loss) on the sale of discontinued
operations, net of income taxes              (713,722 )            -       (713,722 )         N/A
Net income from discontinued operations,
net of income taxes                               743         57,013        (56,270 )         (99 %)
Total net (loss) income from
discontinued operations                      (712,979 )       57,013       (769,992 )      (1,351 %)
Net (loss)                                   (931,178 )     (446,602 )     (484,576 )         109 %
Less: net income attributable to
non-controlling interests                        (364 )      (27,936 )       27,572           (99 %)
Net (loss) attributable to common
shareholders'                              $ (931,542 )   $ (474,538 )   $ (457,004 )          96 %

Yuxinqi is a marketing enterprise with a focus on milled rice and other agricultural products. Incorporated on February 5, 2018, with a short operating history, Yuxinqi's sales are erratic, since a stable customer base has not been established yet. Sales by Yuxinqi during the fiscal year ended March 31, 2021 were lower than during the fiscal year ended March 31, 2020. The decrease in revenue occurred primarily because our principal customers, such as Huiye, Beiqinhai and Jiufu Zhenyuan, reduced their orders as a result of the Covid-19 pandemic. The planned expansion of our business was stifled in recent months by the Covid-19 pandemic.

The cost of sales of $87,760 and $185,114 for the fiscal years ended March 31, 2021 and 2020, respectively, was attributable to the sales of milled rice and other foodstuffs. Those operations yielded a gross profit of $39,162 and $52,362 with a gross margin of 30.9% and 22%, respectively. The increase in gross margin during the fiscal year ended March 31, 2021, compared to the previous year was primarily attributable to changes in major customers and the products they purchased. During the fiscal years of 2021 and 2020, our major customers, Huiye and Beiqinhai, purchased the Tuohuangzhe series of rice products, which has a lower gross margin of about 8% in 2021 and 15% in 2020. These sales accounted for 30% and 55% of total revenue for the fiscal years of 2021 and 2020. Moreover, the Company had new sales of various new high gross margin products, such as royal jelly and mushroom products and so on.





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To focus on the sale of value-added processed products, the Company's subsidiary, Tianci Liangtian, completed the spin-off of its ownership interest in Lvxin on April 30, 2020. During the 2021 fiscal year, the Company incurred $713,722 of investment loss due to the divestment of Lvxin.

During the fiscal years of 2021 and 2020, the Company incurred $255,006 and $557,494, respectively, in operating expenses, the greater portion of which was attributable to administrative expenses (i.e. salaries and office expenses). Salaries and benefits expenses were $102,149 and $157,203, office expenses were $62,146 and $115,550 and professional fees were $140,884 and $191,782, respectively, for the fiscal years of 2021 and 2020, respectively. In response to COVID-19, we have taken steps to reduce operating costs and improve efficiency, including furloughing of our employees and regulating expenditures.

The Company's operating expenses were partially offset by $134,541 of gain on exchange realized during the 2021 fiscal year. This represented the increase in the USD value of Tianci's debt to Organic Agricultural as a result of the decline in the USD to CNY exchange rate from 7.1383 to 6.5565.

The Company's continuing operations produced a net loss of $218,199 and $503,615 for the fiscal years of 2021 and 2020, respectively.

Liquidity and Capital Resources

The Company's operations have been financed primarily by proceeds from the sale of shares. The Company received $46,400 from the sale of 31,000 shares during the 2021 fiscal year. As of March 31, 2021, our working capital was negative. Working capital decreased by $463,811 during the 2021 fiscal year, primarily due to our net loss for that period and the Company's divestment of Lvxin.

The largest components of working capital at March 31, 2021 were cash of $70,506 and inventories of $121,726, which were offset by $164,270 in customer deposits against future sales.





Cash Flows



The following table summarizes our cash flows for the years ended March 31, 2021
and 2020.



                                                        For the Years Ended
                                                             March 31,               Change
                                                        2021           2020            $
Net cash (used in) operating activities              $  (44,351 )   $ (524,933 )   $  480,582
Net cash (used in) investing activities                  (1,343 )       (1,318 )          (25 )
Net cash provided by financing activities                46,400        771,247       (724,847 )
Effect of exchange rate fluctuation on cash and
cash equivalents                                       (172,374 )      (15,775 )     (156,599 )
Net (decrease) increase in cash and cash
equivalents                                            (171,668 )      229,221       (400,889 )
Cash and cash equivalents, beginning of year            242,174         12,953        229,221
Cash and cash equivalents, end of year               $   70,506     $  242,174     $ (171,668 )

During the 2021 fiscal year, our operations used net cash of $44,351. Net cash was used primarily due to the $218,199 of net loss from continuing operations partially offset by increased customer deposits of $66,708 and non-cash expenses for the amortization of prepaid expenses of $39,899. During the 2020 fiscal year, the Company recorded $524,933 of cash used in operating activities, primarily due to the net loss of $446,602 during that period.

The Company's only investing activity during the 2021 fiscal was the distribution of $1,343 of cash in connection with the sale of the discontinued operations. Our financing activities during the 2021 fiscal year generated $46,400 from the sale of common stock. During the 2020 fiscal year, our financing activities generated $771,247, including $734,617 from sales of common stock and $36,630 of loans from related parties.





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Trends, Events and Uncertainties

The Company intends to expand its product offerings to include value-added products, both products based on rice and products based on other food stuffs, such as organic red beans and millet.

Our marketing personnel will endeavor to expand awareness of our brand, open new marketing channels, and educate the nation about the health benefits of selenium-enriched rice.

In this manner, the Company hopes to increase sales to support the future operations and development of the Company. There is no guarantee that the Company's new strategy will be successful.

On November 6, 2020 Organic Agricultural Company Limited ("Organic Agricultural") entered into a Cooperation Agreement with Unbounded IOT Block Chain Limited ("Unbounded"), an entity with offices in Xiamen City, Fujian Province. The purpose of the Cooperation Agreement was to promote the use of blockchain technology in agriculture, specifically the development of tracing systems for agricultural products, the development of a blockchain-based shopping mall for agricultural products, and related improvements to the agricultural sector of the economy. To accomplish those purposes, Tianci Wanguan (Xiamen) Digital Technology Co., Ltd. was incorporated in Xiamen, China on November 5, 2020, and is 51% owned by Organic Agricultural HK and 49% owned by Chen Zewu on behalf of Unbounded. Each party was to provide capital resources to Tianci Wanguan in proportion to its ownership percentage. The Cooperation Agreement provided that Organic Agricultural was to issue shares of its common stock to Unbounded if certain technological goals specified in the Cooperation Agreement were achieved and the revenue goals and other targets that Organic Agricultural and Unbounded set for Tianci Wanguan were met. Within sixty days after these conditions were to be satisfied, Organic Agricultural was to implement a 4.9-for-1 stock split, following which it was to issue 20 million common shares to Unbounded. Tianci Wanguan has not had any operations, assets and liabilities since its inception. Since certain technological goals specified in the Cooperation Agreement were not achieved and the revenue goals and other targets that Organic Agricultural and Unbounded set for Tianci Wanguan were not met, the Cooperation Agreement automatically became null and void. The Company and Unbounded IOT Block Chain Limited are looking for other cooperation proposals.

The COVID-19 outbreak has had a significant adverse impact and created many uncertainties related to our business, and we expect that it will continue to do so. The Company is experiencing challenges in sales and has suffered a significant decrease in revenues which has increased financial uncertainty. Our future business outlook and expectations are very uncertain due to the impact of the COVID-19 pandemic and is very difficult to quantify. It is difficult to assess or predict the impact of this unprecedented event on our business, financial results or financial condition. Factors that will impact the extent to which the COVID-19 pandemic affects our business, financial results and financial condition include: the duration, spread and severity of the pandemic; the actions taken to contain the virus or treat its impact, including government actions to mitigate the economic impact of the pandemic; and how quickly and to what extent normal economic and operating conditions can resume, including whether any future outbreaks interrupt economic recovery.

Other than the factors listed above we do not know of any trends, events or uncertainties that have had or are reasonably expected to have a material impact on our net sales or revenues or income from continuing operations.

Off-Balance Sheet Arrangements

We do not currently have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition or results of operations.

Recent Accounting Pronouncements

New accounting rules and disclosure requirements can significantly impact the comparability of our financial statements. Please refer to Note 2 of our consolidated financial statements included in this annual report.

There were no recent accounting pronouncements that we expect to have a material effect on the Company's financial position or results of operations.

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