ANALYSIS OF
        FINANCIAL
        CONDITION AND
        RESULTS OF
        OPERATIONS.




Investors are cautioned that you are not buying shares of a China-based
operating company but instead are buying shares of a shell company issuer that
maintains contractual arrangements with the associated operating company. Our
PRC subsidiary has nominal operations or assets. We conduct our business in
China through our consolidated VIE and its subsidiaries.



The following management's discussion and analysis should be read in conjunction
with our financial statements and the notes thereto and the other financial
information appearing elsewhere in this report. Our financial statements are
prepared in U.S. dollars and in accordance with U.S. GAAP.



Special Note Regarding Forward Looking Statements





In addition to historical information, this report contains forward-looking
statements. We use words such as "believe," "expect," "anticipate," "project,"
"target," "plan," "optimistic," "intend," "aim," "will" or similar expressions
which are intended to identify forward-looking statements. Such statements
include, among others, those concerning market and industry segment growth; any
projections of earnings, revenue, margins or other financial items; any
statements of the plans, strategies and objectives of management for future
operations; any statements regarding future economic conditions or performance;
as well as all assumptions, expectations, predictions, intentions or beliefs
about future events. You are cautioned that any such forward-looking statements
are not guarantees of future performance and involve risks and uncertainties,
including those identified in our Annual Report on Form 10-K filed on April 15,
2021, as well as assumptions, which, if they were to ever materialize or prove
incorrect, could cause our results to differ materially from those expressed or
implied by such forward-looking statements.



Readers are urged to carefully review and consider the various disclosures made
by us in this report and our other filings with the SEC. These reports attempt
to advise interested parties of the risks and factors that may affect our
business, financial condition and results of operations and prospects. The
forward-looking statements made in this report speak only as of the date hereof
and we disclaim any obligation, except as required by law, to provide updates,
revisions or amendments to any forward-looking statements to reflect changes in
our expectations or future events.



Use of Terms


Except as otherwise indicated by the context and for the purposes of this report only, references in this report to:

? "Company", "we", "us" and "our" are to the combined business of Porter

Holding International, Inc., a Nevada corporation, and its consolidated


      subsidiaries and variable interest entities;



? "PGL" are to Porter Group Limited, a Republic of Seychelles company and our

wholly-owned subsidiary;

? "PPBGL" are to Porter Perspective Business Group Limited, a Hong Kong

company and wholly-owned subsidiary of PGL;

? "Qianhai Porter" are to Shenzhen Qianhai Porter Industrial Co. Ltd., a PRC

company and wholly-owned subsidiary of PPBGL;

? "Portercity" are to Shenzhen Porter Enterprise Management Services Co. Ltd.,


      a PRC company;



? "Porter E-Commerce" are to Shenzhen Porter Warehouse E-Commerce Co. Ltd., a


      PRC company and wholly-owned subsidiary of Portercity;



? "Porter Consulting" are to Shenzhen Porter Shops Lot Technology Co., Ltd., a


      PRC company and 85% owned subsidiary of Portercity;



? "Porter Commercial" are to Shenzhen Porter Commercial Perspective Network


      Co., Ltd., a PRC company and wholly-owned subsidiary of Portercity;




   ?  "Weifang Portercity" are to Weifang Porter City Commercial Management

Company Limited, a PRC company and a 60% owned subsidiary of Portercity.


      Weifang Portercity was dissolved on April 22, 2021.




   ?  "VIEs" means our consolidated variable interest entities, including
      Portercity and its subsidiaries, Porter E-Commerce, Porter Consulting and
      Porter Commercial as depicted in our organizational chart below;




   ?  "Hong Kong" refers to the Hong Kong Special Administrative Region of the
      People's Republic of China;




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  ? "China" and "PRC" refer to the People's Republic of China;




  ? "Renminbi" and "RMB" refer to the legal currency of China;



? "U.S. dollars," "dollars" and "$" refer to the legal currency of the United


      States;




  ? "SEC" are to the U.S. Securities and Exchange Commission;



? "Exchange Act" are to the Securities Exchange Act of 1934, as amended; and






  ? "Securities Act" are to the Securities Act of 1933, as amended.




Overview



Our PRC subsidiary has nominal operations or assets. We conduct our business in
China through our consolidated VIE and its subsidiaries. The following overview
of our operations is an overview of the operations of our consolidated VIE and
its subsidiaries. See "Item 1. Business-Our Corporate Structure" of our most
recent Annual Report on Form 10-K filed on April 15, 2021 for a summary of the
contractual arrangements between our PRC subsidiary and VIE, and "Item 1A. Risk
Factors-Risks Relating to Our Commercial Relationship with VIEs" of our most
recent Annual Report on Form 10-K filed on April 15, 2021 for certain risks
related to the contractual arrangements and our corporate structure.



We were incorporated in the State of Nevada on September 5, 2013. Our original
business plan was to sell freshly squeezed juices from mobile stands in London,
United Kingdom, but this business was not successful and we did not generate any
revenue from this business. Since 2016, through our VIE entity, Porter
Consulting, we have partnered with China Payment Technology Co., Ltd., a
third-party online payment service provider ("China Payment") to promote China
Payment's online payment platform to companies and businesses in Shenzhen and in
return share a portion of the processing fees earned by China Payment as
commission. Porter Consulting also partners with Shenzhen Xinghua Tongfu
Technology Co., Ltd., a third-party online payment service provider ("Shenzhen
Tongfu"), whereby Porter Consulting agreed to promote Shenzhen Tongfu's online
payment platform, including the Point of Sale (POS) system, to companies and
businesses in China and in return obtain a certain amount of commission based on
the volume of trading through such online payment platform.



Our wholly-owned PRC subsidiary, Qianhai Porter, as a foreign investment
enterprise under PRC laws, is not eligible to operate Internet information and
content, Internet access, online games, mobile, value added telecommunications
and certain other businesses. As a result, we conduct our business in China
through our consolidated VIE, Portercity, and its subsidiaries. Qianhai Porter
has nominal operations or assets and controls and receives 100% of the economic
benefits of our VIE through contractual arrangements.



On July 15, 2020, Porter E-Commerce entered into an Equity Transfer Agreement
(the "Agreement") with Mr. Kezhan Ma, whereby Porter E-Commerce transferred its
57% equity interests in Maihuolang E-Commerce to Mr. Kezhan Ma, for cash
consideration of RMB 650,000 (approximately $100,672). An impairment loss of
$51,936 and a disposal gain of $4,730 were recognized.



Moreover, we have been developing our O2O (Online to Offline) business by
serving as an O2O business platform operator that provides both online
E-commerce and offline physical business facilities to our merchant customers
where they can conduct business and interact with their existing and potential
end-consumers face to face. Our goal is to provide one-stop services for our
customers through our integrated online and offline platforms. As described
fully below, we are developing and offering our O2O products and services
including hosting our online marketplaces (www.pt37.com and www.17yugo.com) for
our merchant clients to post and sell their products and services online and
managing and operating physical business facilities, Porter City, that our
online merchant clients can utilize to conduct their businesses offline. We
currently focus on merchant clients who are engaged in manufacturing, real
estate, trade and financing sectors. In the future, we intend to expand our
merchant client base to industries of big data, new materials, new energy, green
food and environment protection.



According to the development demands and goals of our customers, in 2018, we
started to offer a series of services such as business planning, financial
guidance, business matching and guidance for listing primarily in the United
States. At present, in our customer pool, many small and medium-sized
enterprises have gained certain public awareness. They are seeking the potential
advantages of being a listed company and striving for obtaining the recognition
of international capital to accelerate their corporate expansion. However, many
enterprises may not be familiar with the listing requirements, laws and
regulations of different capital markets, and the process of obtaining financing
from overseas markets.  In order to help our customers who intend to access
overseas capital markets, we have a team of experienced professionals who have
professional knowledge of the listing rules and regulations of various capital
markets. We capitalize on our expertise and resources in the capital markets to
assist these customers to achieve their goals.



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In addition, starting from the first quarter of 2019, we via PPBGL provide
various training services to our clients, primarily those related to e-commerce
platform operation, expansion of channels and promotion strategies, via live and
online sessions.



Since the first half of 2020, the COVID-19 pandemic has depressed demand for the
Company's services, and adversely impacted the Company's operating results. The
Company's revenue decreased by $443,971, or 94.27% to $26,962 for the six months
ended June 30, 2021, compared to $470,933 for the same period of 2020. The
Company has changed to require upfront cash payments prior to performing certain
consulting services, in order to enhance collection of accounts receivable. The
Company expects uncertainties around its key accounting estimates to continue to
evolve depending on the duration and degree of impact associated with COVID-19.



Recent Regulatory Developments in China





On July 6, 2021, the PRC government issued the Opinions on Strictly Cracking
Down on Illegal Securities Activities, calling for: (i) tightening oversight of
data security, cross-border data flow and administration of classified
information, as well as amendments to relevant regulation to specify
responsibilities of overseas listed Chinese companies with respect to data
security and information security; (ii) enhanced oversight of overseas listed
companies as well as overseas equity fundraising and listing by Chinese
companies; and (iii) extraterritorial application of China's securities laws. As
the Opinions on Strictly Cracking Down on Illegal Securities Activities were
recently issued, there are great uncertainties with respect to the
interpretation and implementation thereof. We will closely monitor further
developments.



In addition, on July 10, 2021, the Cyberspace Administration of China issued the
Measures for Cybersecurity Review (Revision Draft for Comments), or the
Measures, for public comments, which propose to authorize the relevant
government authorities to conduct cybersecurity review on a range of activities
that affect or may affect national security, including listings in foreign
countries by companies that possess the personal data of more than one million
users. The Measures are soliciting comments and subject to change. As we have
less than one million users, we believe that the Measures are not applicable to
us even after they take effect in current form.  The PRC government is
increasingly focused on data security, recently launching cybersecurity review
against a number of mobile apps operated by several US-listed Chinese companies
and prohibiting these apps from registering new users during the review period.
There are great uncertainties regarding the interpretation and enforcement of
PRC laws, rules and regulations regarding data and privacy security. We may be
required to change our data and other business practices and be subject to
regulatory investigations, penalties, increased cost of operations, or declines
in user growth or engagement as a result of these laws and policies. Further,
our consulting business with respect to overseas listing and capital raising may
be adversely affected.



Results of Operations


Comparison of Three Months Ended June 30, 2021 and 2020





The following table sets forth key components of our results of operations
during the three months ended June 30, 2021 and 2020, both in dollars and as a
percentage of our revenue.



                                                   Three Months Ended June 30,
                                              2021                            2020
                                                      % of                            % of
                                     Amount          Revenue         Amount          Revenue
Revenue, net                       $    12,475          100.00     $    43,667          100.00
Cost of revenue                         (8,564 )        (68.65 )        (5,830 )        (13.35 )
Gross profit                             3,911           31.35          37,837           86.65
Operating expenses
General and administrative
expenses                              (274,228 )     (2,198.22 )      (398,461 )       (912.50 )
Loss from operations                  (270,317 )     (2,166.87 )      (360,624 )       (825.85 )
Other income                            96,760          775.63           1,281            2.93
Net loss before income taxes          (173,557 )     (1,391.24 )      (359,343 )       (822.92 )
Income tax expense                           -               -               -               -
Net loss                           $  (173,557 )     (1,391.24 )   $  (359,343 )       (822.92 )
Less: Net income (loss)
attributable to non-controlling
interests                                3,542           28.39         (16,831 )        (38.55 )
Net loss attributable to Porter
Holding International Inc.
common stockholders                $  (177,099 )     (1,419.63 )   $  (342,512 )       (784.37 )




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Revenue. Our revenue was $12,475 for the three months ended June 30, 2021,
compared to $43,667 for the same period last year. One of our revenue sources is
to provide various consulting services to our customers, especially those who
have the intention to be publicly listed, primarily on the stock exchanges in
the United States. Service income from the provision of these consulting
services totaled $nil and $626 for the three months ended June 30, 2021 and
2020, respectively. The decrease was mainly attributable to the impacts of
COVID-19 and depressed market demand. Starting from 2019, the Company provides
various training services to its clients, primarily related to e-commerce
platform operation, expansion of channels, promotion strategy and capital market
operation, via live and online sessions. The service income from providing
training services totaled $nil and $11,865 for the three months ended June 30,
2021 and 2020. Through Porter Consulting, we also promoted the payment service
of third-party payment service providers to merchants in Shenzhen and in return
share a portion of the processing fees earned by the third-party payment service
providers in the form of commission. Our commission totaled $6,573 and $11,145
for the three months ended June 30, 2021 and 2020, respectively. The
approximately 41.02% decline in commission for the second quarter of 2021 was
also the result of the COVID-19 pandemic. Revenues of $5,423 and $nil were
generated from trading business for the three months ended June 30, 2021 and
2020, respectively. Revenue of others were $479 and $20,031 for the three months
ended June 30, 2021 and 2020, respectively.



Due to the impact of COVID-19, the Company, starting from the first quarter of 2020, requests to receive cash prior to performing investment and corporate management consulting services in order to ensure collection of payment.





Cost of revenue. Our cost of revenue was $8,564 for the three months ended June
30, 2021, compared to $5,830 for the same period last year. Cost of revenue
includes the costs incurred in performing consulting services, third-party
payment service and other business. The cost of consulting service arises from
shell acquisitions, and legal and accounting advisory service outsourced to
third-party service providers. The increase of cost of revenue is due to smaller
margins of trading business.



Gross profit and gross margin. Our gross profit was $3,911 for the three months
ended June 30, 2021, compared to $37,837 for the same period last year. Gross
profit as a percentage of revenue (gross margin) was 31.35% for the three months
ended June 30, 2021, compared to 86.65% for the same quarter last year. The
decrease of gross profit was mainly due to the decrease of business demand as a
result of COVID-19.



General and administrative expenses. As shown below, our general and
administrative expenses consist primarily of bad debt provision, compensation
and benefits to our general management, finance and administrative staff,
professional fees and other expenses incurred in connection with general
operations. Our general and administrative expenses decreased by $124,233 to
$274,228 for the three months ended June 30, 2021, compared to $398,461 for the
same period of 2020. Decrease was mainly due to no impairment reserved during
the three months ended June 30, 2021. An impairment of $51,645 related to the
goodwill and intangible assets of Maihuolang E-Commerce was recognized for the
three months ended June 30, 2020. Besides, there was a decrease in salary and
staff benefit, lease and management fee and legal and professional fees of
$14,801, $25,563 and $38,254, respectively, compared to corresponding period in
prior year. The decrease was mostly due to the depressed market demand and the
cost reduction strategy of the Company as a result of the impact of COVID-19.



                                                   Three months ended June 30,
                                 2021                        2020                      Fluctuation
                         Amount           %          Amount           %           Amount            %
Salary and staff
benefits                $  89,492         32.63     $ 104,293         26.17     $  (14,801 )        (14.19 )
Lease and management
fee                        67,594         24.65        93,157         23.38        (25,563 )        (27.44 )
Legal and
professional fees          83,962         30.62       122,216         30.67        (38,254 )        (31.30 )
Depreciation and
amortization                3,137          1.14        13,029          3.27         (9,892 )        (75.92 )
Bad debt recovery          15,370          5.60        (1,251 )       (0.31 )       16,621       (1,328.61 )
Impairment                      -             -        51,645         12.96        (51,645 )       (100.00 )
Others                     14,673          5.36        15,372          3.86           (699 )         (4.55 )
Total general and
administrative
expenses                $ 274,228        100.00     $ 398,461        100.00     $ (124,233 )        (31.18 )




Other income. Our other income was $96,760 and $1,281 for the three months ended
June 30, 2021 and 2020. The increase was due to the dissolution of Weifang
Portercity, and $61,822 investment gain recognized during the three months ended
June 30, 2021.


Income tax expense. Our Income tax expense was $nil and $nil for the three months ended June 30, 2021 and 2020.





Net loss. As a result of the cumulative effect of the factors described above,
there was a net loss of $173,557 and $359,343 for the three months ended June
30, 2021 and 2020, respectively.



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Comparison of Six Months Ended June 30, 2021 and 2020





The following table sets forth key components of our results of operations
during the six months ended June 30, 2021 and 2020, both in dollars and as a
percentage of our revenue.



                                                           Six Months Ended June 30,
                                                      2021                           2020
                                                             % of                            % of
                                             Amount         Revenue          Amount         Revenue
Revenue, net                               $   26,962          100.00     $    470,933        100.00
Cost of revenue                               (15,408 )        (57.15 )       (379,804 )      (80.65 )
Gross profit                                   11,554           42.85           91,129         19.35
Operating expenses
General and administrative expenses          (575,865 )     (2,135.84 )     (1,026,535 )     (217.98 )
Loss from operations                         (564,311 )     (2,092.99 )       (935,406 )     (198.63 )
Other income                                  633,176        2,348.40           21,299          4.52
Net income (loss) before income taxes          68,865          255.42         (914,107 )     (194.11 )
Income tax expense                                  -               -                -             -
Net income (loss)                          $   68,865          255.42     $   (914,107 )     (194.11 )
Less: Net income (loss) attributable to
non-controlling interests                         138            0.51          (19,528 )       (4.15 )
Net income (loss) attributable to Porter
Holding International Inc. common
stockholders                                   68,727          254.90         (894,579 )     (189.96 )




Revenue, net. Our revenue was $26,962 for the six months ended June 30, 2021,
compared to $470,933 for the same period last year. Starting from the second
quarter of 2018, we commenced providing various consulting services to our
customers, especially those who have the intention to be publicly listed
primarily on the stock exchanges in the United States, and we received service
income from the provision of these consulting services totaled $nil and $306,286
for the six months ended June 30, 2021 and 2020, respectively. The significant
decrease of revenue in the first six months of 2021 was mainly attributable to
the impacts of COVID-19 and depressed market demand. Starting from 2019, the
Company provides various training services to its clients, primarily related to
e-commerce platform operation, expansion of channels, promotion strategy and
capital market operation, via live and online sessions. The service income from
providing training services totaled $1,947 and $89,643 for the six months ended
June 30, 2021 and 2020. Through Porter Consulting we have also promoted the
payment service of third-party payment service providers to merchants in
Shenzhen and in return share a portion of the processing fees earned by such
third-party payment service providers as commission. Our commission totaled
$15,182 and $23,595 for the six months ended June 30, 2021 and 2020,
respectively. The approximately 35.66% decline in commission for the first half
of 2021 was also the result of the COVID-19 pandemic. Revenues of $8,659 and
$11,928 were generated from trading business for the six months ended June 30,
2021 and 2020, respectively. Revenue of others were $1,174 and $39,481 for the
six months ended June 30, 2021 and 2020, respectively.



Cost of revenue. Our cost of revenue was $15,408 for the six months ended June
30, 2021, compared to $379,804 for the same period last year. Cost of revenue
refers to the cost incurred in performing consulting services, third-party
payment service and other business. The cost of consulting service arises from
shell acquisitions, and legal and accounting advisory service outsourced to
third-party service providers. The decrease of cost of revenue in the six months
ended June 30, 2021 is in line with the decrease of revenue.



Gross profit and gross margin. Our gross profit was $11,554 for the six months
ended June 30, 2021, compared to $91,129 for the same period last year. Gross
profit as a percentage of revenue (gross margin) was 42.85% for the six months
ended June 30, 2021, compared to 19.35% for the same quarter last year. The
decrease of gross profit was mainly due to the decrease of business demand as a
result of the impacts of COVID-19.



General and administrative expenses. As shown below, our general and
administrative expenses consist primarily of compensation and benefits to our
general management, finance and administrative staff, professional fees and
other expenses incurred in connection with general operations. Our general and
administrative expenses decreased by $450,670 to $575,865 for the six months
ended June 30, 2021, compared to $1,026,535 for the same period in 2020.
Decrease was mainly due to that allowance for doubtful accounts decreased
$147,461, from $162,831 to $15,370 during the six months ended June 30, 2021 and
2020. Due to the impact of COVID-19, the Company assessed that the
collectability being not probable and hence provide bad debt provision for
majority of receivable from the investment and corporate management consulting
services for the six months period last year. Besides, no impairment reserved
during the six months ended June 30, 2021. An impairment of $51,645 related to
the goodwill and intangible assets of Maihuolang E-Commerce was recognized for
the six months ended June 30, 2020. Moreover, there was a decrease in salary and
staff benefit, lease and management fee and legal and professional fees of
$112,948, $48,098 and $86,533, respectively, compared to corresponding period in
prior year. The decrease was mostly due to the depressed market demand and the
cost reduction strategy of the Company as a result of the impact of COVID-19.



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                                                    Six months ended June 30,
                                 2021                         2020                      Fluctuation
                         Amount           %           Amount            %           Amount           %
Salary and staff
benefits                $ 183,551         31.87     $   296,499         28.88     $ (112,948 )      (38.09 )
Lease and management
fee                       139,662         24.25         187,760         18.29        (48,098 )      (25.62 )
Legal and
professional fees         180,534         31.35         267,067         26.02        (86,533 )      (32.40 )
Depreciation and
amortization                6,114          1.06          26,591          2.59        (20,477 )      (77.01 )
Bad debt provision         15,370          2.67         162,831         15.86       (147,461 )      (90.56 )
Impairment                      -             -          51,645          5.03        (51,645 )     (100.00 )
Others                     50,634          8.80          34,142          3.33         16,492         48.30
Total general and
administrative
expenses                $ 575,865        100.00     $ 1,026,535        100.00     $ (450,670 )      (43.90 )




Other income. Our other income was $633,176 and $21,299 for the six months ended
June 30, 2021 and 2020. The increase was primarily due to the compensation
received with the termination of the Weifang project. During January 2021,
Weifang Portercity agreed with the local government to terminate a project,
which was signed on August 25, 2018 for Weifang Portercity to facilitate
investment and promote business opportunities for the Weifang region. As the
local government changed its development strategy, it determined to terminate
the Weifang project. Consequently, Weifang Portercity received a compensation of
approximately $0.5 million from the local government to compensate its upfront
establishment expenses including expenditure relating to office renovation,
office equipment and supplies. Weifang Portercity was dissolved on April 22,
2021. Besides, $61,822 investment gain was recognized during the six months
ended June 30, 2021.



Income tax expense. Our Income tax expense was $nil and $nil for the six months ended June 30, 2021 and 2020.





Net income (loss). As a result of the cumulative effect of the factors described
above, there was a net income of $68,865 and a net loss of $914,107 for the six
months ended June 30, 2021 and 2020, respectively.



Liquidity and Capital Resources





Need for Additional Capital



Our business is subject to risks such as limited capital resources, a narrow
client base, limited sources of revenue, and possible cost overruns due to the
price and cost increases in supplies and services.



Without additional funding, management believes that we will not have sufficient
funds to meet our obligations beyond one year after the date our unaudited
condensed consolidated financial statements are issued. These conditions give
rise to substantial doubt as to our ability to continue as a going concern.



We have been, and intend to continue, working toward identifying and obtaining
new sources of financing. To date we have been dependent on related parties for
our source of funding. No assurances can be given that we will be successful in
obtaining additional financing in the future. Any future financing that we may
obtain may cause significant dilution to existing stockholders. Any debt
financing or other financing of securities senior to common stock that we are
able to obtain will likely include financial and other covenants that will
restrict our flexibility. Any failure to comply with these covenants would have
a negative impact on our business, prospects, financial condition, results of
operations and cash flows.



If adequate funds are not available, we may be required to delay, scale back or
eliminate portions of our operations or obtain funds through arrangements with
strategic partners or others that may require us to relinquish rights to certain
of our assets. Accordingly, the inability to obtain such financing could result
in a significant loss of ownership and/or control of our assets and could also
adversely affect our ability to fund our continued operations and our expansion
efforts.



Currently we spend approximately $200,000 per month for basic operations. During
the next 12 months, we expect to incur a similar amount of expenses each month.
However, as we work to expand our operations, we expect to incur significant
research, marketing and development costs and expenses on our online service
platforms that meet the constantly evolving industry standards and consumer
demands. We may also need to hire additional employees in order to provide new
services and accommodate new clients.



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Working Capital





                              June 30, 2021       December 31, 2020
Current Assets               $       396,346     $           425,149
Current Liabilities                3,558,578               3,539,288

Working Capital Deficiency $ (3,162,232 ) $ (3,114,139 )

As of June 30, 2021, we had cash of $24,117. To date, we have financed our operations primarily through borrowings from our stockholders, related and unrelated parties.





Going Concern Uncertainties



The accompanying unaudited condensed consolidated financial statements have been prepared assuming we will continue as a going concern.





We have considered whether there is substantial doubt about our ability to
continue as a going concern given (1) our net loss from operations, despite
approximately $68,865 net income attributable to our stockholders for the six
months ended June 30, 2021 due to a one time compensation from the Weifang
project, (2) our accumulated deficit of approximately $4,420,689 as of June 30,
2021 and (3) the fact that we had negative operating cash flows of approximately
$413,060 for the six months ended June 30, 2021.



As of June 30, 2021, our cash balance was $24,117 and our current liabilities
exceed current assets by $3,162,232. Our cash balance as of June 30, 2021 is not
sufficient to support our operations for the next 12 months after the date that
the financial statements issued. The negative operating results of cash flow and
working capital deficiency for the quarter ended June 30, 2021 raise substantial
doubt about our ability to continue as a going concern. Our continued operations
are highly dependent upon our ability to increase revenues and if needed, to
complete equity and/or debt financing.



In evaluating if there is substantial doubt about our ability to continue as a
going concern, we are trying to alleviate the going concern risk through (1)
increasing cash generated from operations by controlling operating expenses and
increasing more live steaming e-commerce events to bring up e-commerce revenue,
(2) financing from domestic banks and other financial institutions, and (3)
equity or debt financing. We have certain plans to mitigate these adverse
conditions and to increase the liquidity of the Company.



However, if we are unable to obtain the necessary additional capital on a timely
basis and on acceptable terms, we will be unable to implement our current plans
for expansion, repay debt obligations or respond to competitive market
pressures, which will have negative impacts upon our business, prospects,
financial condition and results of operations. On an on-going basis, the Company
also received and will continue to receive financial support commitments from
the Company's related parties.



                                              Six Months Ended June 30,
                                                2021               2020

Net cash used in operating activities $ (413,060 ) $ (544,540 ) Net cash used in investing activities

                   -          (21,287 )

Net cash provided by financing activities 415,790 331,782 Effect of exchange rate changes on cash

            (3,525 )         72,780
Net decrease in cash                                 (795 )       (161,265 )
Cash at the beginning of period                    24,912          224,733
Cash at the end of period                   $      24,117       $   63,468




Operating Activities



Net cash used in operating activities was $413,060 for the six months ended June
30, 2021, as compared to $544,540 net cash used in operating activities for the
six months ended June 30, 2020. The net cash used in operating activities for
the six months ended June 30, 2021 was mainly due to our net income of $84,235,
partially offset by the decrease in accruals and other payables of $374,343 and
deferred revenue of $79,965. The net cash used in operating activities for the
six months ended June 30, 2020 was mainly due to our net loss of $914,107, an
increase in operating lease liability of $155,600 and tax payable of $41,359,
partially offset by the decrease in accruals and other payables of $97,444 and
deferred revenue of $74,991.



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Investing Activities



Net cash used in investing activities was $nil for the six months ended June 30,
2021, as compared to $21,287 net cash used in investing activities for the six
months ended June 30, 2020. The net cash used in investing activities for the
six months ended June 30, 2020 was attributable to the purchase of $1,379 of
equipment and $19,908 of intangible assets.



Financing Activities



Net cash provided by financing for the six months ended June 30, 2021 was
$415,790, as compared to $331,782 for the six months ended June 30, 2020. For
the six months ended June 30, 2021, we obtained advances of $2,073,720 from
shareholders and repaid $1,657,930 to shareholders. During the six months ended
June 30, 2020, we obtained advances of $1,407,975 from shareholders and repaid
$1,076,193 to shareholders.


Contractual Obligations and Commercial Commitments





We had the following contractual obligations and commercial commitments as of
June 30, 2021:



                                                  Less than 1                                        More than 5
Contractual Obligations              Total            year         1-3 years        3-5 years           years
Amounts due to shareholders       $ 2,481,444     $  2,481,444     $        -     $           -     $           -
Leases                                390,008          234,005        156,003                 -                 -
TOTAL                             $ 2,871,452     $  2,715,449     $  156,003     $           -     $           -




We believe that our current cash and financing from our existing stockholders
are adequate to support operations for the next 12 months. We may, however, in
the future, require additional cash resources due to changed business
conditions, implementation of our strategy to expand our business or other
investments or acquisitions we may decide to pursue. If our own financial
resources are insufficient to satisfy our capital requirements, we may seek to
sell additional equity or debt securities or obtain additional credit
facilities. The sale of additional equity securities could result in dilution to
our stockholders. The incurrence of indebtedness would result in increased debt
service obligations and could require us to agree to operating and financial
covenants that would restrict our operations. Financing may not be available in
amounts or on terms acceptable to us, if at all. Any failure by us to raise
additional funds on terms favorable to us, or at all, could limit our ability to
expand our business operations and could harm our overall business prospects.



Capital Expenditures


We incurred capital expenditures of $nil and $21,287 for the six months ended June 30, 2021 and 2020, respectively.

Off-Balance Sheet Transactions





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 investors.



Critical Accounting Policies



Our unaudited condensed consolidated financial information has been prepared in
accordance with U.S. GAAP, which requires us to make estimates and judgments
that affect the reported amounts of assets, liabilities, revenues, costs and
expenses, and related disclosures. On an on-going basis, we evaluate our
estimates based 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. Actual results may
differ from these estimates under different assumptions or conditions. Since the
use of estimates is an integral component of the financial reporting process,
our actual results could differ from those estimates. Some of our accounting
policies require a higher degree of judgment than others in their application.
There were no other material changes to the critical accounting policies
previously disclosed in our audited consolidated financial statements for the
year ended December 31, 2020 included in the Annual Report on Form 10-K filed on
April 15, 2021.



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