Company Quick10K Filing
Mullan Agritech
Price-0.00 EPS0
Shares56 P/E-0
MCap-0 P/FCF-0
Net Debt8 EBIT3
TEV8 TEV/EBIT3
TTM 2019-09-30, in MM, except price, ratios
10-K 2019-12-31 Filed 2020-05-14
10-Q 2019-09-30 Filed 2019-11-14
10-Q 2019-06-30 Filed 2019-08-15
S-1 2019-06-27 Public Filing
10-Q 2019-03-31 Filed 2019-05-15
10-K 2018-12-31 Filed 2019-04-16
10-Q 2018-09-30 Filed 2018-11-19
10-Q 2018-06-30 Filed 2018-08-14
10-Q 2018-03-31 Filed 2018-05-15
10-K 2017-12-31 Filed 2018-04-17
10-Q 2017-09-30 Filed 2017-11-20
10-Q 2017-06-30 Filed 2017-08-14
10-Q 2017-03-31 Filed 2017-05-15
10-K 2016-12-31 Filed 2017-04-17
10-Q 2016-09-30 Filed 2016-11-14
10-Q 2016-06-30 Filed 2016-08-22
10-Q 2016-03-31 Filed 2016-06-01
10-K 2015-12-31 Filed 2016-02-10
10-Q 2015-09-30 Filed 2015-11-09
10-Q 2015-06-30 Filed 2015-08-12
8-K 2020-05-15 Other Events
8-K 2020-03-30 Other Events
8-K 2020-03-27 Officers, Amend Bylaw, Other Events, Exhibits
8-K 2019-05-07 Shareholder Rights, Amend Bylaw, Exhibits
8-K 2018-06-29 Enter Agreement, Sale of Shares, Exhibits

MHDG 10K Annual Report

Part I
Item 1. Business.
Item 1A. Risk Factors.
Item 1B. Unresolved Staff Comments.
Item 2. Properties.
Item 3. Legal Proceedings.
Item 4. Mine Safety Disclosures.
Part II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Item 6. Selected Financial Data.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Item 8. Financial Statements and Supplementary Data
Note 1 - Organization and Nature of Operations
Note 2 - Summary of Significant Accounting Policies
Note 3 - Accounts Receivable
Note 4 - Inventories
Note 5 - Prepayment
Note 6 - Property, Plant and Equipment
Note 7 - Intangible Assets
Note 8 - Deferred Tax Assets, Net
Note 9 - Loans
Note 10 - Stockholders Deficit
Note 11 - Related Party Transactions
Note 12 - Concentrations
Note 13 - Income Taxes
Note 14 - Business Segments
Note 15 - Subsequent Events
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
Item 9A. Controls and Procedures.
Item 9B. Other Information.
Part III
Item 10. Directors, Executive Officers and Corporate Governance.
Item 11. Executive Compensation.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
Item 14. Principal Accounting Fees and Services.
Part IV
Item 15. Exhibits and Financial Statement Schedules.
EX-31.1 f10k2019ex31-1_muliangagri.htm
EX-31.2 f10k2019ex32-1_muliangagri.htm

Mullan Agritech Earnings 2019-12-31

Balance SheetIncome StatementCash Flow
30241812602013201520172020
Assets, Equity
10.07.85.63.41.2-1.02013201520172020
Rev, G Profit, Net Income
10.06.02.0-2.0-6.0-10.02013201520172020
Ops, Inv, Fin

10-K 1 f10k2019_muliangagritech.htm ANNUAL REPORT

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 

 

For the fiscal year ended December 31, 2019

 

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from _______________ to _______________ 

 

Commission File Number:  333-201360

 

MULIANG AGRITECH, INC.

(Exact name of registrant as specified in its charter)

 

Nevada   90-1137640

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

2498 Wanfeng Highway, Lane 181

Fengjing Town, Jinshan District
Shanghai, China

  201501
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (86) 21-67355092

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class:   Name of each exchange on which registered:
None   None

 

Securities registered pursuant to Section 12(g) of the Act:

 

None

(Title of class)

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes ☐   No ☒ 

 

Indicate by check mark if the registrant is not required to file reports pursuant Section 13 or 15(d) of the Exchange Act. Yes ☐   No ☒ 

 

Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligations under those Sections. 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒    No ☐  

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒    No ☐ 

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐ 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer Accelerated filer
Non-accelerated filer Smaller reporting company
  Emerging growth company  ☒ 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  Yes ☐   No ☒

 

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, as of the last business day of the registrant’s most recently completed second fiscal quarter: None. The Company has not developed an active trading market for its common stock.

 

As of the date of this report, there are 37,341,954 shares of common stock and 19,000,000 shares of Series A Preferred Stock issued and outstanding.

 

Documents Incorporated by Reference: None

 

 

 

 

 

MULIANG AGRITECH, INC.

 

ANNUAL REPORT ON FORM 10-K

 

FOR THE FISCAL YEAR ENDED

 

DECEMBER 31, 2019

 

    Page 
PART I   1
     
ITEM 1. Business 1
ITEM 1A. Risk Factors 9
ITEM 1B. Unresolved Staff Comments 9
ITEM 2. Properties 9
ITEM 3. Legal Proceedings 9
ITEM 4. Mine Safety Disclosures 9
     
PART II   10
     
ITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 10
ITEM 6. Selected Financial Data 10
ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 11
ITEM 7A. Quantitative and Qualitative Disclosures about Market Risk 18
ITEM 8. Financial Statements and Supplementary Data F-1
ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 19
ITEM 9A. Controls and Procedures 19
ITEM 9B. Other Information 20
     
PART III   21
     
ITEM 10. Directors, Executive Officers and Corporate Governance 21
ITEM 11. Executive Compensation 22
ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 23
ITEM 13. Certain Relationships and Related Transactions, and Director Independence 24
ITEM 14. Principal Accounting Fees and Services 25
     
PART IV   26
     
ITEM 15. Exhibits and Financial Statement Schedules 26

  

i 

 

 

 

RELIANCE ON SECURITIES AND EXCHANGE COMMISSION ORDER

 

Muliang Agritech, Inc. (the “Company”) is filing this Annual Report on Form 10-K (the “Annual Report”) for fiscal year ended December 31, 2019 pursuant to the Securities and Exchange Commission (the “SEC”) Order dated March 4, 2020 (Release No. 34-88318), as modified on March 25, 2020 (Release No. 34-88465) (the “Order”) to delay the filing of the Annual Report due to circumstances related to the coronavirus pandemic (“COVID-19”). On March 30, 2020, the Company filed a Current Report on Form 8-K stating that it is relying on the Order to delay the filing of the Report by up to 45 days due to circumstances related to the COVID-19 pandemic. The Company followed the restrictive measures implemented in China, by suspending operation and having employees work remotely during February and March 2020. The Company gradually resumed operation and production starting in April 2020. Such restrictive measures caused a delay in the preparation of the financial statements and in the entry time of the on-site audit by the Company’s independent public accountant and consequently a delay in the completion of the Company’s financial statements for the Annual Report. As a result, the Company was unable to timely file the Annual Report without the extension provided for by the Order.

 

ii 

 

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This Annual Report on Form 10-K contains forward-looking statements regarding our business, financial condition, results of operations and prospects. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions or variations of such words are intended to identify forward-looking statements, but are not deemed to represent an all-inclusive means of identifying forward-looking statements as denoted in this Annual Report on Form 10-K. Additionally, statements concerning future matters are forward-looking statements.

 

Although forward-looking statements in this Annual Report on Form 10-K reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by us. Consequently, forward-looking statements are inherently subject to risks and uncertainties and actual results and outcomes may differ materially from the results and outcomes discussed in or anticipated by the forward-looking statements. Factors that could cause or contribute to such differences in results and outcomes include, without limitation, those specifically addressed under the headings “Risks Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” You are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this Annual Report on Form 10-K. We file reports with the SEC. The SEC maintains a website (www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including us. You can also read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. You can obtain additional information about the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.

 

We undertake no obligation to revise or update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this Annual Report on Form 10-K, except as required by law. Readers are urged to carefully review and consider the various disclosures made throughout the entirety of this Annual Report on Form 10-K, which are designed to advise interested parties of the risks and factors that may affect our business, financial condition, results of operations and prospects.

 

OTHER PERTINENT INFORMATION

 

Unless the context specifically states or implies otherwise, references in this Annual Report on Form 10-K to “we,” “us,” and words of like import refer to Muliang Agritech, Inc. (“Muliang Agritech”), its wholly-owned subsidiaries, Muliang Agricultural Limited (“Muliang HK”), Shanghai Mufeng Investment Consulting Co., Ltd (“Shanghai Mufeng”), Shanghai Muliang Industry Co., Ltd. (“Muliang Industry”), Shanghai Zongbao Environmental Construction Co., Ltd. (“Zongbao”), Shanghai Zongbao Environmental Construction Co., Ltd. Cangzhou Branch (“Zongbao Cangzhou”), Shanghai Muliang Agricultural Sales Co., Ltd. (“Muliang Sales”), Weihai Fukang Bio-Fertilizer Co., Ltd. (“Fukang”), Shanghai Muliang Agritech Development Co., Ltd. (“Agritech Development”), Muliang (Ningling) Bio-chemical Fertilizer Co. Ltd (“Ningling Fertilizer”), Yunnan Muliang Animal Husbandry Development Co., Ltd (“Yunnan Muliang”), and Zhonglian Huinong (Beijing) Technology Co., Ltd (“Zhonglian”).

 

Our business is conducted in the People’s Republic of China (“China” or the “PRC”). “RMB” refers to Renminbi, or the Yuan, the official currency of the PRC. Our consolidated financial statements are presented in U.S. dollars in accordance with U.S. GAAP. In this Annual Report, we refer to assets, obligations, commitments and liabilities in our financial statements in U.S. dollars. These dollar references are based on the exchange rate of RMB to U.S. dollars, determined as of a specific date. Changes in the exchange rate will affect the amount of our obligations and the value of our assets in terms of U.S. dollars, which may result in an increase or decrease in the amount of our obligations (expressed in U.S. dollars) and the value of our assets.

  

iii 

 

 

PART I

  

Item 1. Business. 

 

We primarily engage in the manufacturing and distribution of organic fertilizer and the sales of agricultural products in the PRC. Our organic fertilizer products are sold under our brand names “Zongbao,” “Fukang,” and “Muliang.”

 

Through our patented technology, we process crop straw (including corn, rice, wheat, cotton, and other crops) into high quality organic nutritious fertilizers that are easily absorbed by crops in three hours. Straws are common agricultural by-products. In PRC, farmers usually remove the straw stubble that are remains after grains, by burning them in order to continue farming on the same land. These activities have resulted in significant air pollution, and they damage the surface structure of the soil with loss of nutrients. We turn waste into treasure by transforming the straws into organic fertilizer, which also effectively reduces air pollution. The straw organic fertilizer we produce does not contain the heavy metals, antibiotics and harmful bacteria that are common in the traditional manure fertilizer. Our fertilizers also provide optimum levels of primary plant nutrients, including multi-minerals, proteins and carbohydrates that promote the healthiest soils capable of growing the healthy crops and vegetables. It can effectively reduce the use of chemical fertilizers and pesticides as well as reduce the penetration of large chemical fertilizers and pesticides into the soil, thus avoiding water pollution. Therefore, our fertilizer can effectively improve the fertility of soil, and the quality and safety of agricultural products.

 

We generated our revenue mainly from our organic fertilizers, which accounted for approximately 94.5% and 91.3% of our total revenue for the fiscal years ended December 31, 2019 and 2018, respectively. We currently have two integrated factories in Weihai City, Shandong Province, PRC to produce our organic fertilizers, which have been in operations since August 2015. We plan to improve the technology for our existing straw organic fertilizer production lines in the following aspects: (i) adopt more advanced automatic control technology for raw material feed to shorten the processing time of raw material, and (ii) manufacture powdered organic fertilizer instead of granular organic fertilizer production in order to avoid the drying and cooling process, as such will increase our production capacity.

 

With the focus of producing organic fertilizers, we also engage in the business of selling agriculture food products including apples, and as a sales agent for other large agriculture companies in the PRC. In 2014, we rented 350 mu (about 57.66 acres) of mountainous land as an apple orchard. The sales of apples generated less than 1% of our total revenue for the fiscal years ended December 31, 2019 and 2018 respectively. We expect to generate more revenues from the sales of apples as the apple orchards become more mature in the next few years.

 

In addition, we plan to engage in the processing and distribution of black goat products, business commencing the third quarter of 2021. We are currently constructing a deep-processing slaughterhouse and processing plant which is expected to have the capacity of slaughtering 200,000 black goats per year in Chuxiong City, Yunnan Province, in China. Our black goat processing products including goat rib lets, goat loin roast, goat loin chops, goat rack, goat leg, goat shoulder, goat leg shanks, ground goat, goat stew meat, whole goat, half goat, lamb viscera, etc. We expect to start generating revenue from the black goat products in 2020.

 

Our assets  mainly include: (i) 42,895 square meters of industrial land and 28,549 square meters of factory and office space located in Jinshan District, Shanghai City, (ii) 22,511 square meters of industrial land and 10,373 square meters of plant area and straw organic fertilizer production line in Weihai City, Shandong Province, and (iii) more than $2 million investment of land use right and the black goat slaughtering and processing plant located in Shuangbai County, Chuxiong City, Yunnan Province, in China.

 

As the factory area in Jinshan District, Shanghai City is too close to the urban area to produce straw organic fertilizer, some factory buildings, office buildings and spare land in Jinshan District, Shanghai City, have been leased to third parties.

  

1

 

 

History

  

The following diagram illustrates and assumes the completion of the Reorganization, including consolidation of our subsidiaries and VIEs:

 

  

Shanghai Muliang Industry Co., Ltd. (referred to herein as “Muliang Industry”) was incorporated in PRC on December 7, 2006 as a limited liability company, owned 95% by Lirong Wang and 5% by Zongfang Wang. Muliang Industry through its own operations and its subsidiaries is engaged in the business of developing, manufacturing and selling organic fertilizers and bio-organic fertilizers for use in the agricultural industry.

 

On May 27, 2013, Muliang Industry entered into and consummated an equity purchase agreement whereby it acquired 99% of the outstanding equity of Weihai Fukang Bio-Fertilizer Co., Ltd. (“Fukang”), a corporation organized under the laws of the People’s Republic of China. Fukang was incorporated in Weihai City, Shandong Province on January 6, 2009. Fukang is focused on the distribution of organic fertilizers and the development of new bio-organic fertilizers. As a result of the completion of the transaction, Fukang became a 99% owned subsidiary of Muliang Industry, with the remaining 1% equity interest owned by Mr. Hui Song.

 

On July 11, 2013, Muliang Industry established a wholly owned subsidiary, Shanghai Muliang Agritech Development Co., Ltd. (“Agritech Development”) in Shanghai, China. On November 6, 2013, Muliang Industry sold 40% of the outstanding equity of Agritech Development to Mr. Jianping Zhang for consideration of approximately $65,000 or RMB 400,000. Agritech Development does not currently conduct any operations.

  

On July 17, 2013, Muliang Industry entered into an equity purchase agreement to acquire 100% of the outstanding equity of Shanghai Zongbao Environmental Construction Co., Ltd. (“Zongbao”) with consideration of approximately $3.2 million or RMB 20 million, effectively becoming the wholly-owned subsidiary of Muliang Industry. Zongbao was incorporated in Shanghai on January 25, 2008. Zongbao processes and distributes organic fertilizers. Zongbao wholly owns Shanghai Zongbao Environmental Construction Co., Ltd. Cangzhou Branch (“Zongbao Cangzhou”).

 

On August 21, 2014, Muliang Agricultural Limited (“Muliang HK”) was incorporated in Hong Kong as an investment holding company.

 

January 27, 2015, Muliang HK incorporated a wholly foreign-owned enterprise, Shanghai Mufeng Investment Consulting Co., Ltd (“Shanghai Mufeng”), in China

 

On July 8, 2015, Mullan Agritech entered into certain stock purchase agreement with Muliang Agriculture, Inc., pursuant to which Mullan Agritech, for a consideration of $5,000, acquired 100% interest in Muliang HK and its wholly-owned subsidiary Shanghai Mufeng. Both Muliang HK and Shanghai Mufeng are controlled by the Company’s sole officer and director, Lirong Wang.

 

On July 23, 2015, Muliang Industry established a wholly owned subsidiary, Shanghai Muliang Agricultural Sales Co., Ltd. (“Muliang Sales”) in Shanghai, China.

 

2

 

 

On September 3, 2015, Mullan Agritech effected a split of its outstanding common stock resulting in an aggregate of 150,525,000 shares outstanding of which 120,000,000 were owned by Chenxi Shi, the founder of Mullan Agritech and its sole officer and director. The remaining 30,525,000 were held by a total of 39 investors.

 

On January 11, 2016, Mullan Agritech issued 129,475,000 shares of its common stock to Lirong Wang for an aggregate consideration of $64,737.50. On the same date, Chenxi Shi, the sole officer and director of Mullan Agritech on that date, transferred 120,000,000 shares of common stock of the Company held by him to Lirong Wang for $800 pursuant to a transfer agreement.

 

On February 10, 2016, Shanghai Mufeng entered into a set of contractual agreements known as Variable Interest Entity (“VIE”) Agreements, including (1) Exclusive Technical Consulting and Service Agreement, (2) Equity Pledge Agreement, and (3) Call Option Cooperation Agreement, with Muliang Industry, and its Principal Shareholders. As a result of the Stock Purchase Agreement and the set of VIE Agreements, Shanghai Muliang Industry Co., Ltd., along with its consolidated subsidiaries, became entities controlled by Mullan Agritech, whereby Mullan Agritech would derive all substantial economic benefit generated by Muliang Industry and its subsidiaries.

 

As a result, Mullan Agritech has a direct wholly-owned subsidiary, Muliang HK and an indirectly wholly owned subsidiary Shanghai Mufeng. Through its VIE Agreements, Mullan Agritech exercises control over Muliang Industry. Muliang Industry has two wholly-owned subsidiaries (Zongbao and Muliang Sales), one 99% owned subsidiary (Fukang), one 60% owned subsidiary (Agritech Development), and one indirectly wholly owned subsidiary Zongbao Cangzhou.

 

On June 6, 2016, Muliang Industry established a wholly-owned subsidiary, namely, Muliang (Ningling) Bio-chemical Fertilizer Co. Ltd (“Ningling Fertilizer”) in Henan Province, the central plain of China. Ningling Fertilizer is setup for a new production line of bio-chemical fertilizer and has not begun any operation yet.

  

On July 7, 2016, Muliang Industry established a subsidiary, namely, Zhonglian Huinong (Beijing) Technology Co., Ltd (“Zhonglian”) in Beijing City, China. Muliang Industry owns 65% shares of Zhonglian, and a third-party company, Zhongrui Huilian (Beijing) Technology Co., Ltd owns the other 35% shares. Zhonglian is to develop and operate an online agricultural products trading platform.

 

On October 27, 2016, Muliang Industry established a subsidiary, namely, Yunnan Muliang Animal Husbandry Development Co., Ltd (“Yunnan Muliang”) in Yunnan Province, China. Muliang Industry owns 55% shares of Yunnan Muliang, and a third-party company, Shuangbai County Development Investment Co., Ltd. owns the other 45% shares. Yunnan Muliang was setup for the sales development of West China.

 

On October 12, 2017, the Company canceled the registration of Ningling with the administration authorities for Industry and Commerce. Ningling has historically been reported as a component of our operations and incurred $33,323 to loss before income taxes provisions for the year ended December 31, 2017. The termination does not constitute a strategic shift that will have a major effect on our operations or financial results and as such, the termination is not classified as discontinued operations in our consolidated financial statements.

  

Mullan Agritech, Muliang HK, Shanghai Mufeng, Muliang Industry, Zongbao, Zongbao Cangzhou, Muliang Sales, Fukang, Agritech Development, Ningling Fertilizer, Yunnan Muliang, and Zhonglian are referred to as subsidiaries of the Company, and its consolidated subsidiaries are collectively referred to herein as the “Company”, “we” and “us”, unless specific reference is made to an entity. 

 

On April 4, 2019, the Company’s Board of Directors and majority shareholder approved a 5 to 1 reverse stock split of all of the issued and outstanding shares of the Company’s common stock, the change of corporate name from “Mullan Agritech Inc.” to “Muliang Agritech Inc.”, and the creation of one hundred million (100,000,000) shares of Blank Check Preferred Stock.

 

On April 5, 2019, we filed a Certificate of Amendment to our Articles of Incorporation with the Secretary of State of the State of Nevada to reflect the Name Change and to authorize the creation of Blank Check Preferred Stock. As a result, the capital stock of the Company consists of 500,000,000 shares of common stock, $0.0001 par value, and 100,000,000 shares of blank check preferred stock, $0.0001 par value. To the fullest extent permitted by the laws of the State of Nevada, as the same now exists or may hereafter be amended or supplemented, the Board of Directors may fix and determine the designations, rights, preferences or other variations of each class or series within each class of preferred stock of the Company. The Company may issue the shares of stock for such consideration as may be fixed by the Board of Directors.

 

On April 16, 2019, we filed a Certificate of Change to our Articles of Incorporation with the Secretary of State of the State of Nevada to reflect the reverse stock split. Any fractional shares are to be rounded up to whole shares. The reverse stock split does not affect the par value or the number of authorized shares of common stock of the Company.

 

3

 

 

The reverse stock split and the name change took effect on May 7, 2019. In connection with the name change, our stock symbol changed to “MULG”.

 

Our Industry

 

The Status and Market Demand of Straw Organic Fertilizer Industry in China

 

The straw in China is in a large quantity, has wide variety and broad distribution, and the annual output of straw of is more than 700 million tons. The straw contains more than 3 million tons of nitrogen, more than 700,000 tons of phosphorus and nearly 7 million tons of potassium, equivalent to more than a quarter of China’s current fertilizer amount of use and equivalent to 300 million tons of standard coal. However, nearly 100 million tons of straws are burned directly in the fields every year, which not only damages the beneficial bacteria in the soil surface seriously, but also directly leads to severe air pollution and increases the greenhouse effect. With the significant amount of production of straws in China, so long as part of the straw can be recycled every year, it will bring huge sustainable recycling resources to the fertilizer industry. On November 25, 2015, the National Development and Reform Commission, the Ministry of Finance, the Ministry of Agriculture and the Ministry of Environmental Protection jointly issued a notice, requiring the utilization rate of straw to exceed 85% by 2020.

  

Market demand in China for organic fertilizer is significant. In 2015, the China national sales volume of organic fertilizers was 90 million tons. According to the current policy of encouraging less use of chemical fertilizer, improving the quality of agricultural products and restoring land, it is estimated that the demand of organic fertilizers will increase to 180 million tons by 2020. At the same time, according to a governmental advocate of increasing proportion of organic fertilizer to 50% of the total use of fertilizer, the demand in China for organic fertilizer will reach more than 500 million tons.

 

Straw organic fertilizer industry is an industry of ecological production and recycling economic.

 

The Environmental Considerations of Promoting Straw Organic Fertilizer

 

Less Air Pollution. Even if each county area builds a 100,000 tons of straw disposal factory, 100 counties in total can approximately reduce 10 million tons of straw burning, reduce carbon dioxide emissions by 15 million tons, and reduce a large number of carbon monoxide, volatile organic particles (PM), nitrogen oxides, benzene, polycyclic aromatic hydrocarbons and other harmful gases.

  

Less soil pollution, more environment restoration. Straw is a circulating agricultural resource and the best organic fertilizer resource. Straw organic fertilizer is also the main measure to convert wasteland, tidal flat and saline-alkali land into arable land, to transform barren land into medium-low yield field and to upgrade medium-low yield field to high-quality fertile field.

 

Less water pollution. The utilization rate of traditional chemical fertilizers is generally below 30%, and 70% of the dissolved chemical fertilizers directly enter the underground water bodies and flow into rivers, resulting in eutrophication of water bodies. Increasing the application of organic fertilizer is one of the important methods to reduce water pollution.

  

Our Products

 

We are committed to ensuring the quality of our agricultural products. We aim to provide high-quality and environment friendly straw organic fertilizer for our customers. Our organic fertilizers are the products of natural decomposition and are easy for plants to absorb and digest. While we are primarily engaged in producing organic fertilizers, we also sell agriculture food products such as apples. We generated our revenue mainly from our organic fertilizers, which constituted approximately 94.5% and 91.3% of our total revenue for the fiscal years ended December 31, 2019 and 2018, respectively. The sales of apples generated less than 1% of our total revenue for the fiscal years ended December 31, 2019 and 2018, respectively. In addition, we invested in the construction of a deep-processing slaughterhouse which is expected to have the capacity of slaughtering 200,000 black goats per year in Chuxiong City, Yunnan Province, in China. We expect to complete the construction in the fourth quarter of 2019 and start generating revenues from the black goat processing products in 2010. The rest of our revenues for the last two fiscal years comes from the sales of agricultural foods as an intermediate sales agent for large diary companies in China such as Bright Dairy & Food Co., Ltd., and Mengniu Dairy industry Limited, etc.

 

Organic Fertilizer

 

Our fertilizer products are sold under our brand names “Zongbao,” “Fukang,” and “Muliang.” There are seven lines of our organic fertilizers including:

 

  Soil improvement and preparation fertilizer, which includes compound micros, probiotics that can supplement microorganisms and trace elements of soil. It can be used as bother starter fertilizer and regular fertilizer;

 

4

 

 

  Root protection fertilizer, which is an organic nutrient water-soluble fertilizer that can help the growth of crops’ roots;

 

  Foliar nutrition fertilizer, which is a biological growth promoter to help customers take care of the foliar of their plants;

 

  Lower pesticide residue fertilizer, which can help our customers reduce the usage of pesticide and enhance the resistance ability for plants;

 

  Fruit special fertilizer which contains enhanced nutrient availability to increase plant performance;

 

  Fruit tree fertilizer that promotes healthy roots and fruit growth and are ideal for all fruit trees and berries;

 

  Corn and peanuts fertilizer that are specially used for corns and peanuts.

 

Our organic fertilizer contains all-purpose nutrition that can be used in the different stages of plan growth. It aims to increase soil fertility, improve soil aggregate structure, provide nutrient absorption ability for crop, improve water maintain capacity and improve fertilizer utilization, thus creating a sustaining environment and healthy soil.

  

Agricultural Products (Food)

 

While concentrating on the development of organic fertilizers, we are actively developing the agricultural food business.

 

Apple orchard

 

In 2014, we leased 350 mu (about 57.66 acres) of mountainous land as an apple farm and, for the purpose of using our own fertilizer to demonstrate the advantages of our straw organic fertilizer. The selling of apples generated less than 1% of our total revenue for the fiscal years ended December 31, 2019 and 2018, respectively. As the apple trees become more mature, we expect to generate more revenues from the sales of apples in the future.

 

Other Agricultural products

 

We are also acting as intermediate sales agent for the agricultural products from large agricultural products companies, such as Bright Dairy & Food Co., Ltd., Mengniu Dairy industry Limited, Haitian Flavoring & Food Co., Ltd. and Hangzhou Wahaha Group, etc.

 

Future Products

 

Black Goat Processing Products

 

Currently we invested in a goat slaughtering and processing factory located in Shuangbai County, Chuxiong City, Yunnan Province, PRC starting in 2018. This factory is expected to be completed in the fourth quarter of 2019 with a capacity of deep processing of 200,000 black goats per year. Our products will include goat rib lets, goat loin roast, goat loin chops, goat rack, goat leg, goat shoulder, goat leg shanks, ground goat, goat stew meat, whole goat, half goat, and lamb viscera, etc. We expect to commence the sales of black goat processing products and start generating revenue in 2020.

 

Forage Grass

 

We are exploring the options to use forage grass as an alternative for traditional feed for live-stocks. We currently have several research and development projects with schools and institutions. See “Research and Development” below.

 

Our Technology and Manufacturing Process

 

We utilize our patented technologies to process crop straws into organic fertilizer.

 

Crop straws include the stems, roots, leaves, pods and vines of crops. The main ingredients are cellulose, hemicellulose and lignin, as well as a small amount of minerals. Straw is a crude fiber material that is waxy and lignified. The fermentation cycle is long for the straw to be processed into organic fertilizer is long, as it takes 15 days to 60 days for the microbial action. This is a common challenge for the large-scale and timely manufacturing of straw fertilizer.

 

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The crop straws will be processed into a nutrient-rich organic fertilizer in a closed container by low-pressure, medium-temperature acid hydrolysis technology (with 9-to-13-kg pressure and at 150-to-180-degree temperature). The basic principle is as follows:

 

We utilize cellulose hydrolysis, hemicellulose hydrolysis and lignin hydrolysis methods to process cellulose, hemicellulose and lignin into short-chain cellulose, polysaccharide, monosaccharide, oligomer, etc. Based on the demand for our organic fertilizers and the controlled processing conditions, on average our methods produce a mix with a majority of short-chain cellulose, some polysaccharides and a small amount of monosaccharides.

 

The straws are stored in our warehouse after compacting them in a briquetting machine. The straw compacts are easy to transfer and occupy less storage space. The straw compacts will be first crushed to 3 cm to 5 cm in length. The straws are then processed in the hydrothermal degradation tank for 2 to 3 hours. We pump steam generated by a boiler into the hydrothermal degradation tank, so that the temperature in the hydrothermal degradation tank is maintained between 150°C and 180°C and the pressure is maintained at 0.9-1.3MPa. After 2-3 hours of thermal degradation, we release the pressure to 0.2~0.4MPa. By releasing the pressure, the straws explode to the storage tank, resulting in a mechanical treatment of the explosion impinging stream, breaking the cellulose, hemicellulose and lignin in the straw, breaking the hydrogen bonds, degrading fiber crystallization regions into an amorphous stage and degrading macromolecules into micromolecules. After that, we add different auxiliary materials through an automatic batching system to make different organic fertilizers suitable for different crops. We then repeat a process of crushing, granulating, cooling and screening before packaging the fertilizers into products.

 

Sales and Marketing

 

We believe that our sales services, combined with the quality and reputation of our products will help us retain and attract new customers.

 

We distribute and sell our products to our end-customers through several different channels, including professional markets and the sales department of our company and distributors:

 

  Professional Market: we built a long-term cooperation relationship with private agricultural companies and agricultural cooperative associations for sales;

 

  Sales Department: we have sixteen sales representatives with our sales department that are professionally trained to efficiently promote and deliver products to our customers;

 

  Third-party Agent and Distributors: we utilize various third-party agents and distributors to sell and distribute our products; and

 

  E-commerce: we are designing and setting up an online trading platform to sell our products, which is expected to be completed in 2020.

 

By using various channels to sell and distribute our products to customers, we can directly serve our customers and end-customers by providing customer service and support.

 

Suppliers and Customers

 

Suppliers

 

Most of our suppliers are local suppliers from Qingdao city, Shandong province. The main raw materials for organic fees include: (i) hydrolysed crop straw, which are chemically decayed wheat straw, corn straw and other kinds of crop straw, accounting for about 54% of the total raw materials; (ii) plant ash (Potassium carbonate, K2CO3), accounting for estimated 4% of the total raw materials; and (iii) Humic acid, accounting for about 3% of the total raw materials. Other auxiliary materials include monoammonium phosphate, urea, etc.

 

The following table sets forth information as to each supplier that accounted for 10% or more of the Company’s purchase for the years ended December 31, 2019 and 2018.

 

   For the year ended December 31, 
Suppliers  2019   2018 
   Amount   %   Amount   % 
A   3,357,250    54%   3,651,430    43%
B   1,649,276    26%   N/A    N/A 
C   616,587    10%   N/A    N/A 
D                N/A           N/A    840,657    10%

  

Customers 

 

Our customers are mainly located in provinces of Guangdong, Jilin and Shandong.

 

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The following table sets forth information as to each customer that accounted for 10% or more of the Company’s revenues for the years ended December 31, 2019 and 2018.

 

   For the years ended December 31, 
Customers  2019   2018 
   Amount   %   Amount   % 
A   3,026,072    23%   N/A    N/A 
B   2,297,573    18%   N/A    N/A 
C                 N/A          N/A    2,096,121    16%
D                 N/A          N/A    1,952,652    15%

  

Our Growth Strategy

 

We intend to build upon our proven ability to produce high-quality organic fertilizer and increase our presence and market share in the agriculture industry. We have begun to implement the growth strategies described below and expect to continue to do so over the several years following this offering. Although the net proceeds of this offering will be available to assist us to implement our growth strategies, we cannot estimate the ultimate amount of capital needed to achieve our expected growth. We may need additional capital to implement these strategies, particularly in the event we pursue acquisitions of complementary businesses or technologies.

 

Scale Up Production of Organic Fertilizer and Accelerate Penetration in Local and Regional Markets

 

We plan to construct a new organic fertilizer factory in Heilongjiang Province, China. We have entered into a strategic cooperation agreement with Suihua City of Heilongjiang Province to produce a total of 1 million tons of organic fertilizer. We expect to produce 30,000 tons of organic fertilizer for the second half of 2020 and increase to 100,000 tons per year within the next 5 years. In addition, we will establish warehouse and distribution center in Heilongjiang Province, which is expected to accelerate penetration in the local and regional market.

 

Increase Sources of Revenue by Expanding Our Current Business

 

We have a slaughtering and processing plant for black goats under construction in Yunnan Province, China. We expect the plant to begin operations in the fourth quarter of 2019 and start generating revenue in 2020. Demand for lamb in China as an alternative to pork is increasing due to growing concern on swine disease and pork quality. We plan to offer lamb and lamb products to consumers via a subscription program available on our website and mobile app in the future.

 

Continue to Invest in Research and Development and Expand Our Product Portfolio

 

We have invested significant capital in the development and improvement of our products. One of the R&D results introduced us to a type of forage grass that contains 30% more protein than other crops. We plan to work with the forage grass farmers in Xinjiang Province and to produce plant protein powder from the forage grass to be used in food and beverages in 2020.

 

Competitive Advantages

 

Competitive Advantage of Our Technology

 

  Quick disposal: straw can be disposed into powder in three hours.

 

  Continuous operation: the production line is formed with connecting hydrolysis tanks, which allows the full use of steam heat and continuous charging, hydrolysis and discharge.

 

  Environmental protection: all the disposal devices are closed containers and pipelines to avoid gas and material leakage.

 

  High fertilizer efficiency: the organic fertilizer matrix after straw disposal has a higher content of organic matter than the compost products of livestock and poultry manure, and it has a comprehensive organic nutritional composition. It also avoids pesticide, insect pest returning to the field, excessive loose soil and the hidden trouble of fermenting and burning seedlings in the field.

  

  Less space: 80,000 tons of straw disposal plant only need 6.6 – 8.2 acres of land.

 

  Strong replicability: our technology and production line can be reproduced in different countries.

 

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Competitive Advantage of Our Products

 

  Quality Advantage. Compared with the traditional compost manure fermented fertilizer, our product has a high concentration of organic matter and small molecular organic nutrients that can be directly absorbed by crops rich in fulvic acid, polysaccharides and monosaccharides. The effective amount of our product is 50% of the amount of conventional organic fertilizer.

 

  Safety advantage. Compared with traditional livestock and poultry manure composting fermented fertilizer, our product generates less residue of heavy metals, antibiotics, toxic and harmful bacteria, avoids the pollution of soil, and ensures the quality and safety of agricultural products.

 

Research and Development

 

Forage Grass Production Capacity

 

In July 2014, we entered into a Technology Transfer Agreement and a Consulting Agreement with the Chinese Academy of Agricultural Sciences in connection with forage grass. We seek to increase the production capacity of forage grass through this collaboration.

 

Food Product Development

 

In October 2015, we entered into a Food Development Agreement with Shanghai Food Science and Technology School. The goal of this project is to explore the technology and product application of forage grass seeds for plant protein, dietary fiber and food and beverage.

 

Animal Waste Disposal

 

In January 2019, we entered into a Technology Development Agreement with Shanghai Academy of Agricultural Sciences to research ways to dispose and utilize animal waste from our black goat slaughtering and processing plant. We aim to minimize environmental impact and avoid any water pollution.

 

Intellectual Property

 

We rely on certain intellectual property to protect our domestic business interests and ensure our competitive position in our industry.

 

We have 12 patents and 5 registered trademarks on sludge and straw technology, and we are a pilot company of technology in Jinshan District, Shanghai. Among the patents we now own, “microwave induced catalytic hydrolysis treatment sludge” was reviewed by Chinese Academy of Sciences Shanghai Technology Chaxin Consulting Centre (report no. 200921C0703709, 200821C0701507). According to the review by the Centre, there is no public report of the same kind of research, and therefore, the project is innovative and is advanced at the international level.

 

Patents

 

We own the following patents through our subsidiaries and/or VIE entities:

 

No.     Patent Name   Patent Number   Certificate Number
1     Pressure relief material discharge and storage device   ZL2009200705204   130427
2     Chemical catalytic hydrolysis tank   ZL2009200705219   1370181
3     Material storage bin with crusher   ZL2009200706156   1370214
4     Pneumatic check valve type tank cap   ZL2009200706160   1370180
5     Regenerative heat exchanger   ZL2009200705223   1419186
6     Method for preparing novel material by catalyzing and hydrolyzing mud through microwave inducing   ZL2008100346358   814191
7     Method for removing heavy metals from activated sludge   ZL2009100494481   1224500
8     Method for comprehensively treating grating garbage and activated sludge in sewage plant   ZL2009100494462   1276553
9     Method for preparing water soluble quick-acting organic fertilizer from activated sludge   ZL2009100494458   1311657
10     Mechanical force chemical treating method for organic solid wastes   ZL2009100494477   1372950
11     Method for preparing fuel oil by activated sludge in pipe bundle cracking furnace   ZL2011100405076   1513772
12     Method for directly flashing treated water into superheated steam and application   ZL2011100405127   2306463

 

Trademarks

 

We own several trademarks through our subsidiaries and/or VIE entities, including muliang, zongbao, xiutubao, yijifeng, jingletu, and huangdicao. Muliang and zongbao are our company’s brand names.

  

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Our Employees

 

As of the date hereof, we have 101 full-time employees. The following table sets forth the number of our employees by function:

 

Functional Area   Number of Employees  
Senior management     8  
Sales and Procurement     14  
Accounting     5  
Human resources and administrative personnel     7  
Warehouse     5  
Factory     62  
Total     101  

  

We provide social insurance for each employee in accordance with Chinese law, including pension insurance, medical insurance, unemployment insurance, work injury insurance and maternity insurance and housing provident fund.

 

Item 1A. Risk Factors.

 

Smaller reporting companies are not required to provide the information required by this item.

 

Item 1B. Unresolved Staff Comments.

 

Smaller reporting companies are not required to provide the information required by this item.

 

Item 2. Properties. 

 

Our principal executive office is located at 2498 Wanfeng Highway, Lane 181, Fengjing Town, Jinshan District, Shanghai, China, and our telephone number is (86) 21-67355092. The office space belongs to our President and Chief Executive Officer, Mr. Lirong Wang, who allows us to use the space for free.

 

Property, plant and equipment at December 31, 2019 and 2018 consisted of:

 

   December 31,   December 31, 
   2019   2018 
Building  $12,715,941   $12,838,100 
Operating equipment   2,785,557    2,754,463 
Vehicle   81,552    104,121 
Office equipment   20,762    59,897 
Apple orchard   789,344    1,026,505 
Construction in progress   1,709,144    341,173 
    18,102,300    17,124,259 
Less: Accumulated depreciation   (3,008,220)   (2,196,936)
   $15,094,080   $14,927,323 

  

Item 3. Legal Proceedings.

 

To the best of our knowledge, there are no material pending legal proceedings to which we are a party or of which any of our property is the subject.  From time to time, we may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business.  However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.

 

Item 4. Mine Safety Disclosures. 

 

Not Applicable.

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PART II

 

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. 

 

Our common stock is currently quoted on OTCQB under the symbol “MULG’”, however, there is no active public trading market for our common stock. 

  

The following table sets forth, for the periods indicated, the high and low bid prices of our common stock.

 

   High   Low 
Fiscal Year Ended December 31, 2020        
First Quarter  $7.00   $7.00 
Second Quarter (until May 13, 2020)  $7.00   $7.00 
           
Fiscal Year Ended December 31, 2019          
First Quarter  $5.40   $5.40 
Second Quarter  $27.00   $27.00 
Third Quarter  $27.00   $7.50 
Fourth Quarter  $7.50   $7.00 
           
Fiscal Year Ended December 31, 2018          
First Quarter  $5.40   $5.40 
Second Quarter  $5.40   $5.40 
Third Quarter  $5.40   $5.40 
Fourth Quarter  $5.40   $5.40 

 

Holders of Capital Stock

  

As of May 14, 2020, we had 1020 holders of our common stock and 1 holder of our Series A Preferred Stock.

 

Stock Option Grants

 

We do not have a stock option plan in place and have not granted any stock options at this time.

 

Dividends

 

To date, we have not declared or paid any dividends on our common stock. We currently do not anticipate paying any cash dividends in the foreseeable future on our common stock. Although we intend to retain our earnings, if any, to finance the exploration and growth of our business, our Board of Directors has the discretion to declare and pay dividends in the future.

 

Payment of dividends in the future will depend upon our earnings, capital requirements, and any other factors that our Board of Directors deems relevant.

 

Recent Sales of Unregistered Securities

 

Except as previously disclosed in a Quarterly Report on Form 10-Q or in a Current Report on Form 8-K, there were no equity securities of the registrant sold by the registrant during the period covered by this annual report that were not registered under the Securities Act.

  

Item 6. Selected Financial Data. 

 

Smaller reporting companies are not required to provide the information required by this item.

 

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation. 

 

The information set forth in this section contains certain “forward-looking statements”, including, among others (i) expected changes in our revenue and profitability, (ii) prospective business opportunities and (iii) our strategy for financing our business. Forward-looking statements are statements other than historical information or statements of current condition. Some forward-looking statements may be identified by use of terms such as “believes”, “anticipates”, “intends” or “expects”. These forward-looking statements relate to our plans, liquidity, ability to complete financing and purchase capital expenditures, growth of our business including entering into future agreements with companies, and plans to successfully develop and obtain approval to market our product. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs.

 

Although we believe that our expectations with respect to the forward-looking statements are based upon reasonable assumptions within the bounds of our knowledge of our business and operations, in light of the risks and uncertainties inherent in all future projections, the inclusion of forward-looking statements in this Annual Report should not be regarded as a representation by us or any other person that our objectives or plans will be achieved.

 

We assume no obligation to update these forward-looking statements to reflect actual results or changes in factors or assumptions affecting forward-looking statements.

 

Our revenues and results of operations could differ materially from those projected in the forward-looking statements as a result of numerous factors, including, but not limited to, the following: the risk of significant natural disaster, the inability of the our company to insure against certain risks, inflationary and deflationary conditions and cycles, currency exchange rates, and changing government regulations domestically and internationally affecting our products and businesses.

 

You should read the following discussion and analysis in conjunction with the Financial Statements and Notes attached hereto, and the other financial data appearing elsewhere in this Annual Report.

 

US Dollars are denoted herein by “USD”, “$” and “dollars”.

 

Overview

 

We primarily engage in the manufacturing and distribution of organic fertilizer and the sales of agricultural products in the PRC. Our organic fertilizer products are sold under our brand names “Zongbao,” “Fukang,” and “Muliang.”

 

Through our patented technology, we process crop straw (including corn, rice, wheat, cotton, and other crops) into high quality organic nutritious fertilizers that are easily absorbed by crops in three hours. Straws are common agricultural by-products. In PRC, farmers usually remove the straw stubble that are remains after grains, by burning them in order to continue farming on the same land. These activities have resulted in significant air pollution, and they damage the surface structure of the soil with loss of nutrients. We turn waste into treasure by transforming the straws into organic fertilizer, which also effectively reduces air pollution. The straw organic fertilizer we produce does not contain the heavy metals, antibiotics and harmful bacteria that are common in the traditional manure fertilizer. Our fertilizers also provide optimum levels of primary plant nutrients, including multi-minerals, proteins and carbohydrates that promote the healthiest soils capable of growing the healthy crops and vegetables. It can effectively reduce the use of chemical fertilizers and pesticides as well as reduce the penetration of large chemical fertilizers and pesticides into the soil, thus avoiding water pollution. Therefore, our fertilizer can effectively improve the fertility of soil, and the quality and safety of agricultural products.

 

We generated our revenue mainly from our organic fertilizers, which accounted for approximately 94.5% and 91.3% of our total revenue for the fiscal years ended December 31, 2019 and 2018, respectively. We currently have two integrated factories in Weihai City, Shandong Province, PRC to produce our organic fertilizers, which have been in operations since August 2015. We plan to improve the technology for our existing straw organic fertilizer production lines in the following aspects: (i) adopt more advanced automatic control technology for raw material feed to shorten the processing time of raw material, and (ii) manufacture powdered organic fertilizer instead of granular organic fertilizer production in order to avoid the drying and cooling process, as such will increase our production capacity.

 

With the focus of producing organic fertilizers, we also engage in the business of selling agriculture food products including apples, and as a sales agent for other large agriculture companies in the PRC. In 2014, we rented 350 mu (about 57.66 acres) of mountainous land as an apple orchard. The sales of apples generated less than 1% of our total revenue for the fiscal years ended December 31, 2019 and 2018 respectively. We expect to generate more revenues from the sales of apples as the apple orchards become more mature in the next few years.

 

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In addition, we plan to engage in the processing and distribution of black goat products, business commencing the third quarter of 2021. We are currently constructing a deep-processing slaughterhouse and processing plant which is expected to have the capacity of slaughtering 200,000 black goats per year in Chuxiong City, Yunnan Province, in China. Our black goat processing products including goat rib lets, goat loin roast, goat loin chops, goat rack, goat leg, goat shoulder, goat leg shanks, ground goat, goat stew meat, whole goat, half goat, lamb viscera, etc. We expect to start generating revenue from the black goat products in 2020.

 

Our assets  mainly include: (i) 42,895 square meters of industrial land and 28,549 square meters of factory and office space located in Jinshan District, Shanghai City, (ii) 22,511 square meters of industrial land and 10,373 square meters of plant area and straw organic fertilizer production line in Weihai City, Shandong Province, and (iii) more than $2 million investment of land use right and the black goat slaughtering and processing plant located in Shuangbai County, Chuxiong City, Yunnan Province, in China.

 

As the factory area in Jinshan District, Shanghai City is too close to the urban area to produce straw organic fertilizer, some factory buildings, office buildings and spare land in Jinshan District, Shanghai City, have been leased to third parties.

 

Recent Development

 

Started in December 2019, the outbreak of COVID-19 caused by a novel strain of the coronavirus has become widespread in China and in the rest of the world, including in each of the areas in which the Company, its suppliers and its customers operate. In order to avoid the risk of the virus spreading, the Chinese government enacted various restrictive measures, including suspending business operations and quarantines, starting from the end of January 2020. We followed the requirements of local health authorities to suspend operation and production and have employees work remotely in February and March 2020. Since April 2020, we gradually resumed production and is now operating in full capacity.

 

As a result of the COVID-19 outbreak in December 2019 and continuing in the first quarter of 2020, the Company’s businesses, results of operations, financial position and cash flows were adversely affected in the first quarter of 2020 with potential continuing impacts on subsequent periods, including but not limited to the material adverse impact on the Company’s revenues as result of the suspension of operations and decline in demand by the Company’s customers.

 

We are monitoring the global outbreak and spread of the novel strain of coronavirus (COVID-19) and taking steps in an effort to identify and mitigate the adverse impacts on, and risks to, our business (including but not limited to our employees, customers, other business partners, our manufacturing capabilities and capacity and our distribution channels) posed by its spread and the governmental and community reactions thereto. We continue to assess and update our business continuity plans in the context of this pandemic, including taking steps in an effort to help keep our workforces healthy and safe. The spread of COVID-19 has caused us to modify our business practices (including employee travel, employee work locations in certain cases, and cancellation of physical participation in certain meetings, events and conferences), and we expect to take further actions as may be required or recommended by government authorities or as we determine are in the best interests of our employees, customers and other business partners. We are also working with our suppliers to understand the existing and future negative impacts to our supply chain and take actions in an effort to mitigate such impacts. Due to the speed with which the COVID-19 situation is developing, the global breadth of its spread and the range of governmental and community reactions thereto, there is uncertainty around its duration and ultimate impact; therefore, any negative impact on our overall financial and operating results (including without limitation our liquidity) cannot be reasonably estimated at this time, but the pandemic could lead to extended disruption of economic activity and the impact on our financial and operating results could be material.

 

Critical Accounting Policies

 

Our discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. We evaluate, on an on-going basis, our estimates for reasonableness as changes occur in our business environment. We base our estimates on experience, the use of independent third-party specialists and 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.

 

Critical accounting policies are defined as those that are reflective of significant judgments, estimates and uncertainties, and potentially result in materially different results under different assumptions and conditions. We believe the following are our critical accounting policies:

 

Basis of Presentation

 

Our consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States, or U.S. GAAP.

 

Going Concern

 

As reflected in the accompanying consolidated financial statements, we had net accumulated deficit of $9,515,988 and $11,773,401 as of September 30, 2019 and December 31, 2018, respectively. Our cash balances as of September 30, 2019 and December 31, 2018 were $6,302 and $12,778, respectively. We had current liability of $11,577,224 at September 30, 2019 which would be due within the next 12 months. In addition, we had a working capital deficit of $3,213,688 and $7,119,118 at September 30, 2019 and December 31, 2018, respectively.

 

The company plans to continue its expansion and investments, which will require continued improvements in revenue, net income, and cash flows.

 

The ability of the Company to continue as a going concern is dependent on the Company’s ability to further implement its business plan, raise additional capital, and generate more revenues. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

  

Principles of Consolidation

 

Muliang Agritech consolidates the following entities, including wholly-owned subsidiaries, Muliang HK, Shanghai Mufeng, and its wholly controlled variable interest entities, Muliang Industry, and Zhongbao, 60% controlled Agritech Development, 99% controlled Fukang, 65% controlled Zhonglian, 51% controlled Heilongjiang, and 80% controlled Yunnan Muliang. The 40% equity interest holder of Agritech Development, 1% equity interest holders in Fukang, 35% equity interest holders in Zhonglian, 49% interest in Heilongjiang, and 20% interest in Yunnan Muliang are accounted as non-controlling interest in the Company’s consolidated financial statements.

 

The variable interest entities consolidated for which the Company is deemed the primary beneficiary. All significant inter-company accounts and transactions have been eliminated in consolidation.

 

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Use of Estimates

 

In preparing financial statements in conformity with U.S. GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Significant estimates, required by management, include the recoverability of long-lived assets and the valuation of inventories. Actual results could differ from those estimates.

 

Accounts Receivable

 

We state accounts receivable at cost, net of allowance for doubtful accounts. Based on our past experience and current practice in the PRC, management provides for an 100% allowance for doubtful accounts equivalent to those accounts that are not collected within one year, and 50% for receivables outstanding for longer than six months. It is management’s belief that the current bad debt allowance adequately reflects an appropriate estimate based on management’s judgment.

 

Inventory Valuation

 

We value our fertilizer inventories at the lower of cost, determined on a weighted average basis, and net realizable value (the estimated market price). Substantially all inventory expenses, packaging and supplies are valued by the weighted average method.

 

Apple Orchard

 

Apple Orchard consists primarily of rent for an apple farm, labor cost, fertilizers, apple seeds, apple seedlings and others. The costs to purchase and cultivate apple trees and the expenditures related to labor and materials to plant apple trees until they become commercially productive are capitalized, which require a 2-year period. The estimated production life for apple tree is 10 years, and the costs are amortized without a residual value. Expenses incurred maintaining apple trees during the growth cycle until seedling apple trees or grafted varieties are fruited are capitalized into inventory and included in Work In Process—apple orchard, a component of inventories.

 

Amortized expenses pertaining to apple orchard are included in inventory costs for those apples to be sold and ultimately become a component of cost of goods sold. Similar to other assets, the failure of our apple orchard to be serviceable over the entirety of their anticipated useful lives or to be sold at their anticipated residual value will negatively impact our operating results.

 

Revenue Recognition

 

On January 1, 2018, the Company adopted ASC 606 using the modified retrospective method. Results for the reporting period beginning after January 1, 2018 are presented under ASC 606, while prior period amounts have not been adjusted and continue to be reported in accordance with the Company’s historic accounting under Topic 605.

 

Management has determined that the adoption of ASC 606 did not impact the Company’s previously reported financial statements in any prior period nor did it result in a cumulative effect adjustment to opening retained earnings.

 

Revenue for sale of products is derived from contracts with customers, which primarily include the sale of fertilizer products and environmental protection equipment. The Company’s sales arrangements do not contain variable consideration. The Company recognizes revenue at a point in time based on management’s evaluation of when performance obligations under the terms of a contract with the customer are satisfied and control of the products has been transferred to the customer. For vast majority of the Company’s product sales, the performance obligations and control of the products transfer to the customer when products are delivered, and customer acceptance is made.

  

Pursuant to the guidance of ASC Topic 840, rent shall be reported as income by lessors over the lease term as it becomes receivable. The Company currently leased part of the building of the Shanghai new plant to third parties as a warehouse. The Company recognizes building leasing revenue over the beneficial period described by the agreement, as the revenue is realized or realizable and earned. 

 

The Company recognized rental income from leasing a portion of its manufacturing facility located in Shanghai to third parties. For the years ended December 31, 2019 and 2018, rental income was $60,940 and $228,208.

 

13

 

 

Income Taxes

 

The Company accounts for income taxes under the provision of FASB ASC 740-10, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

 

New Accounting Standards

 

In July 2018, the FASB issued ASU 2018-10, “Codification Improvements to Topic 842, Leases”. The amendments in ASU 2018-10 affect narrow aspects of the guidance issued in the amendments in ASU 2016-02 including those regarding residual value guarantees, rate implicit in the lease, lessee reassessment of lease classification, lessor reassessment of lease term and purchase option, variable lease payments that depend on an index or a rate, investment tax credits, lease term and purchase option, transition guidance for amounts previously recognized in business combinations, certain transition adjustments, transition guidance for leases previously classified as capital leases under Topic 840, transition guidance for modifications to leases previously classified as direct financing or sales-type leases under Topic 840, transition guidance for sale and leaseback transactions, impairment of net investment in the lease, unguaranteed residual asset, effect of initial direct costs on rate implicit in the lease, and failed sale and leaseback transactions. In July 2018, the FASB issued ASU 2018-11, “Leases (Topic 842): Targeted Improvements”. The amendments in ASU 2018-11 affect the guidance issued in ASU 2016-02, “Leases (Topic 842)”, which is not yet effective. The amendments provide entities with an additional (and optional) transition method to adopt the new leases standard. Under this new transition method, an entity initially applies the new leases standard at the adoption date and recognizes a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The amendments also provide lessors with a practical expedient to not separate non-lease components from the associated lease component and, instead, to account for those components as a single component in certain circumstances. In December 2018, the FASB issued ASU 2018-20, “Leases (Topic 842) – Narrow-Scope Improvements for Lessors.” ASU 2018-20 allow lessors to make an accounting policy election not to evaluate whether sales taxes and similar taxes imposed by a governmental authority on a specific lease revenue-producing transaction are the primary obligation of the lessor as owner of the underlying leased asset. The amendments also require a lessor to exclude lessor costs paid directly by a lessee to third parties on the lessor’s behalf from variable payments and include lessor costs that are paid by the lessor and reimbursed by the lessee in the measurement of variable lease revenue and the associated expense. In addition, the amendments clarify that when lessors allocate variable payments to lease and non-lease components, they are required to follow the recognition guidance in the new lease standard for the lease component and other applicable guidance, such as the new revenue standard, for the non-lease component. For entities that early adopted Topic 842, the amendments are effective upon issuance of ASU 2018-10, AUS 2018-11and ASU 2018-20, and the transition requirements are the same as those in Topic 842. For entities that have not adopted Topic 842, the effective date and transition requirements will be the same as the effective date and transition requirements in Topic 842.

 

14

 

 

In January 2017, the FASB issued ASU 2017-03, “Accounting Changes and Error Corrections (Topic 250) and Investments - Equity Method and Joint Ventures (Topic 323)”. This pronouncement amends the SEC’s reporting requirements for public filers regarding new accounting pronouncements or existing pronouncements that have not yet been adopted. Companies are to provide qualitative disclosures if they have not yet implemented an accounting standards update. Companies should disclose if they are unable to estimate the impact of a specific pronouncement, and provide disclosures including a description of the effect on accounting policies that the registrant expects to apply. These provisions apply to all pronouncements that have not yet been implemented by registrants. There are additional provisions that relate to corrections to several other prior FASB pronouncements. The Company has incorporated language into other recently issued accounting pronouncement notes, where relevant for the corrections in FASB ASU 2017-03. The Company has implemented the updated SEC requirements on not yet adopted accounting pronouncements with these consolidated financial statements. There was no material impact to the financial statements.

   

In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820), – Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement,” which makes a number of changes meant to add, modify or remove certain disclosure requirements associated with the movement amongst or hierarchy associated with Level 1, Level 2 and Level 3 fair value measurements. The amendments in this Update modify the disclosure requirements on fair value measurements based on the concepts in FASB Concepts Statement, Conceptual Framework for Financial Reporting—Chapter 8: Notes to Financial Statements, including the consideration of costs and benefits. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. The amendments are effective for all entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years, with early adoption permitted. The Company has implemented the new accounting guidance. There was no material impact to the financial statements.

 

The Company believes that there were no other accounting standards recently issued that had or are expected to have a material impact on our financial position or results of operations.

  

15

 

 

Results of Operations

 

We are principally engaged in the organic fertilizer manufacture and distribution business in the PRC, which account for 94.5% of our total revenue of 2019.

 

Currently, the majority of our revenue is derived from powdered organic fertilizer product. It is designed to more easily permeate soil and plants, as compared with the granular organic fertilizer.

 

During the year ended December 31, 2018, Management also started to develop the sales of agricultural products (food). Sales from agricultural products (food) accounted for around 5.5% of our total sales for the year ended December 31, 2019.

 

General speaking, our business remained the same scale in the year ended December 31, 2019, as compared with 2018. 

 

Operating Results for the Years Ended December 31, 2019 and 2018

 

   For the Years Ended December 31,         
   2019   2018   Fluctuation     
   $   $   $   % 
Revenues-fertilizer   12,178,231    12,054,335    123,896    1.03%
Revenues-agricultural products   704,019    1,150,689    (446,670)   -38.82%
Subtotal of revenue   12,882,250    13,205,024    (322,774)   -2.44%
Cost-fertilizer   6,742,300    6,577,557    164,743    2.50%
Cost- agricultural products   803,880    1,082,469    (278,589)   -25.74%
Subtotal of cost   7,546,180    7,660,026    (113,846)   -1.49%
Gross profit   5,336,070    5,544,998    (208,928)   -3.77%
Gross margin   41.4%   42.0%            
Operating expenses:                       
General and administrative expenses   1,557,906    1,100,271    457,635    41.59%
Selling expenses   698,071    531,771    166,300    31.27%
Total operating expenses   2,255,977    1,632,042    623,935    38.23%
Income from operations   3,080,093    3,912,956    (832,863)   -21.28%
Other income (expense):                       
Interest expense   (452,470)   (421,954)   (30,516)   7.23%
Subsidy income   143,187    756,197    (613,010)   -81.06%
Net rental income   60,940    228,208    (167,268)   -73.30%
Other income (expense), net   (120,915)   (27,130)   (93,785)   345.69%
Total other income (expense)   (369,258)   535,321    (904,579)   -168.98%
Income before income taxes   2,710,835    4,448,277    (1,737,442)   -39.06%
Income taxes   505,456    (25,542)   530,998    -2078.92%
Net income   2,205,379    4,473,819    (2,268,440)   -50.70%

Revenue. Total revenue slightly decreased from $13,205,024 for the year ended December 31, 2018 to $12,882,250 for the year ended December 31, 2019, which represented a decrease of $322,774, or approximately 2.4%. The slight decrease in revenue was due to slightly lower demand at the end of 2019 as result of COVID 19; however, revenues for the entire year largely remained similar to 2018 because we successfully maintained our sales pipeline with our large scale corporate and professional farming cooperative customers for the year ended December 31, 2019. Our key customers, such as Huizhou Sijilv Agricultural Products Co., Ltd., Jilin Jijie Farmers’ Professional Union, and Guangzhou Lvxing Organic Agricultural Products Co., Ltd., are buying large quantity of our products.

 

We also continued to sell high quality agriculture food products for the year ended December 31, 2019 and expect to increase the sales of this business segment significantly in the next year.

16

 

 

Expenses. We incurred $698,071 in selling expenses for the year ended December 31, 2019, compared to $531,771 for the year ended December 31, 2018. We incurred $1,557,906 in general and administrative expenses for the year ended December 31, 2019, compared to $1,100,271 for the year ended December 31, 2018. Total selling, general and administrative expenses increased by $623,935, or 38.2% for the year ended December 31, 2019 as compared to the same period in 2018. Our selling expenses increased by $166,300 and our general and administrative expenses increased by $457,635. The increase in our selling expenses was mainly due to the increase in salaries expense, travelling expense, etc., for selling department. The increase in general and administrative expenses was due to increased professional expenses relating to our public offering for the year ended December 31,2019. We expect our general and administrative expense to continue increase for the next year, if we successfully complete our public offering.

Interest income (expense). We incurred $452,470 in interest expense during the year ended December 31, 2019, compared with interest expense of $421,954 for the year ended December 31, 2018. The stable interest expense reflects the stable loan balance as of December 31, 2019 and 2018.

Net Income. Our net income was $2,205,379 for the year ended December 31, 2019, compared with net income of $4,473,819 for the year ended December 31, 2018. representing a decrease of $2,268,440, or 50.7%. The significant decrease in net income was mainly due to the increase in operating expense, lesser government subsidy income and lesser rent net income for the year ended December 31, 2019. 

  

Liquidity and Capital Resources 

 

Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations and otherwise operate on an ongoing basis. At December 31, 2019 and December 31, 2018 our working capital deficit was $6,213,140 and $7,119,118, respectively. The significant improvement in our working capital deficit was reflecting faster increase in our current assets. 

 

We have financed our operations over the years ended December 31, 2019 and 2018 primarily through proceeds from stock issuance and advances from related parties, and net cash inflow from operations.

 

The components of cash flows are discussed below:

   For the Years Ended
December 31,
 
   2019   2018 
Net cash provided by (used in) operating activities  $3,759,100   $1,823,544 
Net cash provided by (used in) investing activities   (1,318,129)   (2,469,701)
Net cash (used in) provided by financing activities   (2,277,001)   548,337 
Exchange rate effect on cash   (72,880)   101,547 
Net cash inflow (outflow)  $91,090   $3,727 

 

Cash provided by Operating Activities

 

Net cash provided by operating activities was $3,759,100 for the year ended December 31, 2019. Cash provided by operating activities for the year ended December 31, 2019 consisted primarily of net income of $2,205,379 which was adjusted by depreciation and amortization of $1,066,196. The Company had an increase of $745,653 in account payable, a decrease of $1,161,433 in prepaid expense, an increase of $1,596,839 in other payable, which was offset by an increase of $3,744,204 in accounts receivable.

 

Net cash provided by operating activities was $1,823,544 for the year ended December 31, 2018. Cash provided by operating activities for the year ended December 31, 2018 consisted primarily of net income of $4,473,819, which was adjusted by depreciation and amortization of $849,792, and deferred income tax assets of $472,749. The Company had an increase of $270,176 in other payables, an increase of $447,207 in income tax payable, which were offset by an increase of $3,893,269 in accounts receivable, and an increase of $58,409 in inventory.

 

Cash used in Investing Activities

 

Net cash used in investing activities was $1,318,129 for the year ended December 31, 2019. The investment activity was payments made for construction in progress of $1,318,129.

 

Net cash used in investing activities was $2,469,701 for the year ended December 31, 2018. The activities consisted of our investments of $1,514,586 in the construction for black goat slaughtering and processing project in Yunnan province; purchase of land use right of $936,238 for black goat slaughtering and processing project; and additional investment of apple orchard of $18,877.

 

Cash Provided by (used in) Financing Activities

 

Net cash used in financing activities was $2,277,001 for the year ended December 31, 2019. During the year, cash provided by financing activities included repayment to related parties of $2,434,949, and repayment of short-term loans of $149,885, which were partly offset by proceeds from third party individual of $307,833.

17

 

 

Net cash provided by financing activities was $548,337 for the year ended December 31, 2018. During the period, cash provided by financing activities consisted of the proceeds from notes payable of $1,812,718, proceeds of $2,599,413 in capital contribution from shareholders, offset by repayment of $3,109,372 to related parties and repayment of $754,422 in short term loans.

 

We anticipate that our current cash reserves plus cash from our operating activities will not be sufficient to meet our ongoing obligations and fund our operations for the next twelve months. As a result, we will need to seek additional funding in the near future. We are looking to obtain additional funding through equity financing in the secondary market, and/or renewing our current obligations with loaners. We may also seek to obtain short-term loans from our directors or unrelated parties. Additional funding may not be available, or at acceptable terms, to us at this time. If we are unable to obtain additional financing, we may be required to reduce the scope of our business development activities, which could harm our business plans, financial condition and operating results.

 

Contractual Commitments and Commitments for Capital Expenditure

 

Contractual Commitments

 

The following table summarizes our contractual obligations at December 31, 2019 and the effect those obligations are expected to have on our liquidity and cash flow in future periods.

 

   Payments Due by Period as of December 31, 2019 
   Total   Less than
1 Year
   1 – 3
Years
   3 – 5
Years
   Over 5
Years
 
Contractual obligations                    
Loans  $7,229,153   $5,373,859   $1,855,294   $   —   $     — 
Others                    
   $7,229,153   $5,373,859   $1,855,294   $   $ 

 

Commitments for Capital Expenditure

 

There is no commitment for capital expenditure as of December 31, 2019.

 

Off-Balance Sheet Items

 

We do not have any off-balance sheet arrangements that we are required to disclose pursuant to these regulations. In the ordinary course of business, we enter into operating lease commitments, purchase commitments and other contractual obligations. These transactions are recognized in our financial statements in accordance with generally accepted accounting principles in the United States.

 

Item 7A. Quantitative and Qualitative Disclosures about Market Risk. 

 

Smaller reporting companies are not required to provide the information required by this item.

 

18

 

 

Item 8. Financial Statements and Supplementary Data 

    

INDEX TO FINANCIAL STATEMENTS

 

  PAGE
   
Report of Independent Registered Accounting Firm F-2
   
Consolidated Balance Sheets F-3
   
Consolidated Statements of Income and Comprehensive Income F-4
   
Consolidated Statements of Stockholders’ Equity F-5
   
Consolidated Statements of Cash Flows F-6
   
Notes to Consolidated Financial Statements F-7 – F-31

 

F-1

 

  

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To:   The Board of Directors and Stockholders of
  Muliang Agritech, Inc.

  

Opinion on the Financial Statements

 

We have audited the accompanying consolidated balance sheets of Muliang Agritech, Inc. (the Company) as of December 31, 2019 and 2018, and the related consolidated statements of income and comprehensive income, stockholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2019, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the two years ended December 31, 2019, in conformity with accounting principles generally accepted in the United States of America.

 

Emphasis of Matter

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company had a working capital deficit, which raises substantial doubt about its ability to continue as a going concern. Management’s plan regarding this matter is described in Note 1. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Basis for Opinion

 

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

/s/ WWC, P.C.

WWC, P.C.

Certified Public Accountants

 

We have served as the Company’s auditor since March 15, 2016.

 

San Mateo, CA

May 14, 2020

 

F-2

 

 

MULIANG AGRITECH, INC. AND SUBSIDIARIES 

CONSOLIDATED BALANCE SHEETS

 

   December 31,   December 31, 
   2019   2018 
   Audited   Audited 
ASSETS        
Current Assets:        
Cash and cash equivalents  $103,868   $12,778 
Accounts receivable, net   7,706,262    4,090,887 
Inventories   262,682    446,630 
Prepayments   354,813    1,491,102 
Other receivables, net   47,653    102,733 
Total Current Assets   8,475,278    6,144,130 
           
Property, plant and equipment, net   15,094,080    14,927,323 
Intangible assets, net   3,104,839    3,213,130 
Other assets and deposits   40,021    74,268 
Deferred tax asset   19,348    454,751 
           
Total Assets  $26,733,566   $24,813,602 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY          
           
Current Liabilities:          
Short-term loans  $-   $150,515 
Current portion of long-term loans    5,373,859    5,453,435 
Accounts payable and accruals   5,162,993    4,469,392 
Accounts payable - related party   -    116,340 
Advances from customers   250,158    211,114 
Income taxes payable   497,251    430,181 
Other payables   2,394,832    816,724 
Due to related parties   1,009,325    1,615,547 
Total Current Liabilities   14,688,418    13,263,248 
           
Long-term loans   1,855,294    3,454,543 
Total Liabilities   16,543,712    16,717,791 
           
Stockholders’ Equity:          
Series A Preferred Stock, $0.0001 par value, 30,000,000 shares authorized, 19,000,000 and 0 shares issued and outstanding as of December 31, 2019 and 2018, respectively.   1,900    - 
Common stock, $0.0001 par value, 500,000,000 shares authorized, 37,341,954 and 56,341,718 shares issued and outstanding as of December 31, 2019 and 2018, respectively.   3,734    5,634 
Additional paid in capital   19,398,854    19,398,854 
Accumulated deficit   (9,571,836)   (11,773,401)
Accumulated other comprehensive loss   233,288    344,187 
Stockholders’ Equity (Deficit) - Muliang Agritech, Inc. and Subsidiaries   10,065,940    7,975,274 
Noncontrolling interest   123,914    120,537 
Total Stockholders’ Equity (Deficit)   10,189,854    8,095,811 
Total Liabilities and Stockholders’ Equity  $26,733,566   $24,813,602 

  

See accompanying notes to consolidated financial statements

 

F-3

 

  

MULIANG AGRITECH, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

 

   For the Year Ended
December 31,
 
   2019   2018 
         
Revenues  $12,882,250    13,205,024 
Cost of revenue   7,546,180    7,660,026 
Gross profit   5,336,070    5,544,998 
           
Operating expenses:          
General and administrative expenses   1,557,906    1,100,271 
Selling expenses   698,071    531,771 
    Total operating expenses   2,255,977    1,632,042 
           
Income from operations   3,080,093    3,912,956 
           
Other income (expense):          
Interest expense   (452,470)   (421,054)
Subsidy income   143,187    756,197 
Net rental income   60,940    228,208 
Other income (expense), net   (120,915)   (28,030)
    Total other income (expense)   (369,258)   535,321 
           
    Income before income taxes   2,710,835    4,448,277 
           
Income taxes   505,456    (25,542)
           
    Net income   2,205,379    4,473,819 
           
Net income (loss) attributable to noncontrolling interest   3,814    128,816 
Net income (loss) attributable to Muliang Agritech, Inc. common stockholders   2,201,565    4,345,003 
           
Other comprehensive income (loss):          
Unrealized foreign currency translation adjustment   (111,336)   103,785 
           
    Total comprehensive income   2,094,043    4,577,604 
Total comprehensive (income) loss attributable to noncontrolling interests   3,377    135,440 
Total comprehensive (income) loss attributable to Muliang Agritech, Inc. common stockholders  $2,090,666    4,442,164 
           
Earnings per common share          
Basic and diluted   0.04    0.08 
           
Weighted average common shares outstanding          
Basic   52,073,278    56,170,859 
Diluted   52,073,278    56,170,859 

   

See accompanying notes to consolidated financial statements

 

F-4

 

 

MULIANG AGRITECH, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

 

   Series A Preferred Stock   Common Stock   Additional Paid-in   Accumulated   Accumulated Other Comprehensive   Non-controlling     
   Shares   Amount   Shares   Amount   Capital   Deficit   Income (Loss)   Interest   Total 
Balance, December 31, 2017      $    56,000,000   $5,600    16,817,585    (16,118,404)   240,402    (14,903)   930,280 
                                              
Issuance of common stock             341,718    34    2,581,269                   2,581,303 
Net income                            4,345,003         128,816    4,473,819 
Foreign currency translation adjustment                                 103,785    6,624    110,409 
                                              
Balance, December 31, 2018   -   $-    56,341,718   $5,634    19,398,854    (11,773,401)   344,187    120,537    8,095,811 
                                              
Common stock transferred to Series A Preferred Stock   19,000,000    1,900    (19,000,000)   (1,900)                       - 

Rounded shares adjustment

             236    -    -                   - 
Net income             -    -    -    2,201,565         3,814    2,205,379 
Foreign currency translation adjustment             -    -    -    -    (110,899)   (437)   (111,336)
                                              
Balance, December 31, 2019   19,000,000   $1,900    37,341,954   $3,734    19,398,854    (9,571,836)   233,288    123,914    10,189,854 

 

 

 

See accompanying notes to consolidated financial statements

 

F-5

 

  

MULIANG AGRITECH, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS 

 

   For the Years Ended 
   December 31, 
   2019   2018 
         
CASH FLOWS FROM OPERATING ACTIVITIES        
Net income (loss)  $2,205,379   $4,473,819 
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:          
Depreciation and amortization   1,066,196    849,792 
Bad debt expense (reverse)   

61,934

    (6,880)
Deferred income tax assets   433,374    (472,749)
Changes in assets and liabilities:          
Accounts receivable   (3,744,204)   (3,893,269)
Inventories   180,382    (58,409)
Prepayment   1,161,433    20,319 
Other receivables   54,342    (40,308)
Accounts payable and accrued payables   745,653    36,002 
Account payable - related party   (115,853)     
Advances from customers   41,543    197,844 
Income tax payable   72,082    447,207 
Other payables   1,596,839    270,176 
Net cash provided by operating activities   3,759,100    1,823,544 
           
CASH FLOWS FROM INVESTING ACTIVITIES          
Purchase of intangible assets   -    (936,238)
Investment in orchards   -    (18,877)
Investment in construction in progress   (1,318,129)   (1,514,586)
Net cash used in investing activities   (1,318,129)   (2,469,701)
           
CASH FLOWS FROM FINANCING ACTIVITIES          
Capital contribution from shareholders   -    2,599,413 
Proceeds from (repayment to) third party individual lenders   307,833    1,812,718 
Repayment to related party   (2,434,949)   (3,109,372)
Repayment of short-term loans   (149,885)   (754,422)
Net cash used in financing activities   (2,277,001)   548,337 
           
EFFECT OF EXCHANGE RATE CHANGES ON CASH   (72,880)   101,547 
           
NET INCREASE (DECREASE) IN CASH   91,090    3,727 
CASH, BEGINNING OF PERIOD   12,778    9,051 
CASH, END OF PERIOD  $103,868   $12,778 
    -      
SUPPLEMENTAL DISCLOSURES:          
Cash paid during the period for:          
Cash paid for interest expense, net of capitalized interest  $(1,321,947)  $1,579,634 
Cash paid for income tax  $-   $- 
           
NON-CASH TRANSACTIONS OF INVESTING AND FINANCING ACTIVITIES          
Reclassified all of long term loan to short term loan  $4,330,007   $4,459,831 
Related party debt converted to common shares  $-   $326,550

   

See accompanying notes to consolidated financial statements

  

F-6

 

  

MULIANG AGRITECH, INC. AND SUBSIDIARIES

NOTES OF CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 1 – ORGANIZATION AND NATURE OF OPERATIONS

 

Muliang Agritech, Inc. formerly known as M & A Holding Corporation. (“Muliang Agritech”) was incorporated under the laws of the State of Nevada on November 5, 2014. Muliang Agritech’s core business activities of developing, manufacturing, and selling organic fertilizers and bio-organic fertilizers for use in agricultural industry are conducted through several indirectly owned subsidiaries in China.

 

On June 9, 2016, Muliang Agritech filed a Certificate of Amendment to its Articles of Incorporation (the “Amendment”) with the Secretary of State of the State of Nevada, changing its name from “M & A Holding Corporation,” to “Mullan Agritech, Inc.”

 

On July 11, 2016, the Financial Industry Regulatory Authority (FINRA) effected in the marketplace the change of the corporate name from “M & A Holding Corporation,” to “Mullan Agritech, Inc.”, and effective on such date.

 

On April 4, 2019, the Company changed its corporate name from “Mullan Agritech Inc.” to “Muliang Agritech Inc.” The name change took effect on May 7, 2019. In connection with the name change, our stock symbol changed to “MULG”. Muliang Agritech trades under its new name, Muliang Agritech, Inc. 

 

History

 

Shanghai Muliang Industry Co., Ltd. (referred to herein as “Muliang Industry”) was incorporated in PRC on December 7, 2006 as a limited liability company, owned 95% by Lirong Wang and 5% by Zongfang Wang. Muliang Industry through its own operations and its subsidiaries is engaged in the business of developing, manufacturing, and selling organic fertilizers and bio-organic fertilizers for use in the agricultural industry.

 

On May 27, 2013, Muliang Industry entered into and consummated an equity purchase agreement whereby it acquired 99% of the outstanding equity of Weihai Fukang Bio-Fertilizer Co., Ltd. (“Fukang”), a corporation organized under the laws of the People’s Republic of China. Fukang was incorporated in Weihai City, Shandong Province on January 6, 2009. Fukang is focused on the distribution of organic fertilizers and the development of new bio-organic fertilizers. As a result of the completion of the transaction, Fukang became a 99% owned subsidiary of Muliang Industry, with the remaining 1% equity interest owned by Mr. Hui Song.

 

On July 11, 2013, Muliang Industry established a wholly owned subsidiary, Shanghai Muliang Agritech Development Co., Ltd. (“Agritech Development”) in Shanghai, China. On November 6, 2013, Muliang Industry sold 40% of the outstanding equity of Agritech Development to Mr. Jianping Zhang for consideration of approximately $65,000 or RMB 400,000. Agritech Development does not currently conduct any operations.

 

On July 17, 2013, Muliang Industry entered into an equity purchase agreement to acquire 100% of the outstanding equity of Shanghai Zongbao Environmental Construction Co., Ltd. (“Zongbao”) with consideration of approximately $3.2 million or RMB 20 million, effectively becoming the wholly-owned subsidiary of Muliang Industry. Zongbao was incorporated in Shanghai on January 25, 2008. Zongbao processes and distributes organic fertilizers. Zongbao wholly owns, Shanghai Zongbao Environmental Construction Co., Ltd. Cangzhou Branch (“Zongbao Cangzhou”).

 

On August 21, 2014, Muliang Agricultural Limited (“Muliang HK”) was incorporated in Hong Kong as an investment holding company.

 

F-7

 

 

MULIANG AGRITECH, INC. AND SUBSIDIARIES

NOTES OF CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 1 – ORGANIZATION AND NATURE OF OPERATIONS (CONTINUED)

 

January 27, 2015, Muliang HK incorporated a wholly foreign-owned enterprise, Shanghai Mufeng Investment Consulting Co., Ltd (“Shanghai Mufeng”), in the People’s Republic of China (“PRC”).

 

On July 8, 2015, Muliang Agritech entered into certain stock purchase agreement with Muliang Agriculture, Inc., pursuant to which Muliang Agritech, for a consideration of $5,000, acquired 100% interest in Muliang HK and its wholly-owned subsidiary Shanghai Mufeng. Both Muliang HK and Shanghai Mufeng are controlled by the Company’s sole officer and director, Lirong Wang.

 

On July 23, 2015, Muliang Industry established a wholly owned subsidiary, Shanghai Muliang Agricultural Sales Co., Ltd. (“Muliang Sales”) in Shanghai, China.

 

On September 3, 2015, Muliang Agritech effected a split of its outstanding common stock resulting in an aggregate of 150,525,000 shares outstanding of which 120,000,000 were owned by Chenxi Shi the founder of Muliang Agritech and its sole officer and director. The remaining 30,525,000 were held by a total of 39 investors.

 

On January 11, 2016, Muliang Agritech issued 129,475,000 shares of its common stock to Lirong Wang for an aggregate consideration of $64,737.50. On the same date, Chenxi Shi, the sole officer and director of Muliang Agritech on that date, transferred 120,000,000 shares of the common stock of the Company held by him to Lirong Wang for $800 pursuant to a transfer agreement.

 

On February 10, 2016, Shanghai Mufeng entered into a set of contractual agreements known as Variable Interest Entity (“VIE”) Agreements, including (1) Exclusive Technical Consulting and Service Agreement, (2) Equity Pledge Agreement, and (3) Call Option Cooperation Agreement, with Muliang Industry, and its Principal Shareholders. As a result of the Stock Purchase Agreement and the set of VIE Agreements, Shanghai Muliang Industry Co., Ltd., along with its consolidated subsidiaries, became entities controlled by Muliang Agritech whereby Muliang Agritech would derive all substantial economic benefit generated by Muliang Industry and its subsidiaries.

 

As a result, Muliang Agritech has a direct wholly-owned subsidiary, Muliang HK and an indirectly wholly owned subsidiary Shanghai Mufeng. Through its VIE Agreements, Muliang Agritech exercises control over Muliang Industry. Muliang Industry has two wholly-owned subsidiaries (Zongbao and Muliang Sales), one 99% owned subsidiary (Fukang), one 60% owned subsidiary (Agritech Development), and one indirectly wholly owned subsidiary Zongbao Cangzhou.

 

On June 6, 2016, Muliang Industry established a wholly-owned subsidiary, namely, Muliang (Ningling) Bio-chemical Fertilizer Co. Ltd (“Ningling Fertilizer”) in Henan Province, the central plain of China. On October 12, 2017, the Company ceased operation of Ningling Fertilizer and deregistered Ningling Fertilizer with the Administration for Industry and Commerce as the Land use right was not approved by the government. The Company closed Ningling Fertilizer with net assets of $2,275 and accumulated deficit of $34,739 as of October 12, 2017. The ceased operation does not constitute a strategic shift that will have a major effect on our operations or financial results and as such, the disposal is not classified as discontinued operations in our consolidated financial statements.

 

On July 7, 2016, Muliang Industry established a subsidiary, namely, Zhonglian Huinong (Beijing) Technology Co., Ltd (“Zhonglian”) in Beijing City, China. Muliang Industry owns 65% shares of Zhonglian, and a third-party company, Zhongrui Huilian (Beijing) Technology Co., Ltd owns the other 35% shares. Zhonglian has no operating activity as of December 31, 2018. 

 

F-8

 

 

MULIANG AGRITECH, INC. AND SUBSIDIARIES

NOTES OF CONSOLIDATED FINANCIAL STATEMENTS

  

NOTE 1 – ORGANIZATION AND NATURE OF OPERATIONS (CONTINUED)

 

On October 27, 2016, Muliang Industry established a subsidiary, namely, Yunnan Muliang Animal Husbandry Development Co., Ltd (“Yunnan Muliang”) in Yunnan Province, China. Muliang Industry owns 55% shares of Yunnan Muliang, and a third-party company, Shuangbai County Development Investment Co., Ltd. owns the other 45% shares. On December 8, 2018, Muliang Industry acquired 25% of the shares of Yunnan Muliang with a consideration of $727,125 (RMB5,000,000) from Shuangbai County Development Investment Co., Ltd. And the other 20% of the shares were acquired by Lirong Wang. Yunnan Muliang was setup for goat slaughtering and processing project located in Shuangbai County, Chuxiong City, Yunnan Province, PRC.

 

On March 21, 2019, Muliang Industry established a subsidiary, namely, Heilongjiang suistraw Biotechnology Co., Ltd (“Heilongjiang”) in Heilongjian Province,China. Muliang Industry owns 51% shares of Heilongjiang, Mr Lirong Wang owns 39% shares, and a third-party individual owns the other 10% shares. Heilongjiang was established to develope the organic fertilizer business in the northeast of China.

 

On April 4, 2019, the Company’s Board of Directors and majority shareholder approved a 5 to 1 reverse stock split of all of the issued and outstanding shares of the Company’s common stock, change of corporate name from “Mullan Agritech Inc.” to “Muliang Agritech Inc.”, and creation of one hundred million (100,000,000) shares of Blank Check Preferred Stock.

 

On April 5, 2019, we filed a Certificate of Amendment to our Articles of Incorporation with the Secretary of State of the State of Nevada to reflect the Name Change and to authorize the creation of Blank Check Preferred Stock. As a result, the capital stock of the Company consists of 500,000,000 shares of common stock, $0.0001 par value, and 100,000,000 shares of blank check preferred stock, $0.0001 par value.

 

On April 16, 2019, we filed a Certificate of Change to our Articles of Incorporation with the Secretary of State of the State of Nevada to reflect the reverse stock split. Any fractional shares are to be rounded up to whole shares. The reverse stock split does not affect the par value or the number of authorized shares of common stock of the Company.

 

The reverse stock split and the name change took effect on May 7, 2019.

 

Muliang Agritech, Muliang HK, Shanghai Mufeng, Muliang Industry, Zongbao, Zongbao Cangzhou, Muliang Sales, Fukang, Agritech Development, Yunnan Muliang, and Zhonglian are referred to as subsidiaries the Company and its consolidated subsidiaries are collectively referred to herein as the “Company”, “we” and “us”, unless specific reference is made to an entity.

 

The consolidated financial statements were prepared assuming that the Company has controlled Muliang HK and its intermediary holding companies, operating subsidiaries, and variable interest entities: Shanghai Mufeng, Muliang Industry, Zongbao, Zongbao Cangzhou, Muliang Sales, Fukang, Heilongjiang, and Agritech Development, from the first period presented. The transactions detailed above have been accounted for as reverse takeover transaction and a recapitalization of the Company; accordingly, the Company (the legal acquirer) is considered the accounting acquiree and Muliang HK (the legal acquiree) is considered the accounting acquirer. No goodwill has been recorded. As a result of this transaction, the Company is deemed to be a continuation of the business of Muliang HK, Shanghai Mufeng, and Muliang Industry.

 

F-9

 

 

MULIANG AGRITECH, INC. AND SUBSIDIARIES

NOTES OF CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 1 – ORGANIZATION AND NATURE OF OPERATIONS (CONTINUED)

 

Liquidity and Going Concern

 

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles which contemplate continuation of the Company as a going-concern basis. The going-concern basis assumes that assets are realized, and liabilities are settled in the ordinary course of business at amounts disclosed in the financial statements. As of December 31, 2018, there existed substantial doubt as to whether or not the Company would continue as a going concern. As of December 31, 2019 and 2018, the Company had working capital deficits of $6,213,140 and $7,119,118. Although the Company generated net income of $2,201,565 and $4,345,003, for the years ended December 31, 2019 and 2018, and generated net cash inflows from operating activities of $3,759,100 and $1,823,544 during the years ended December 31, 2019 and 2018, these results of operations and cash flows were not sufficient to alleviate such doubt; accordingly, as of December 31, 2019, and as of the date of this report, after considering the factors above, the substantial doubt as to whether the Company may continue as going concern still exists.

 

In an effort to improve its financial position, the Company is working to obtain new loans from banks and related parties, raise funds in the capital market through public and private offerings, and improve its operations.

 

Basis of Presentation

 

The accompanying consolidated financial statements have been prepared in conformity with US GAAP. The basis of accounting differs from that used in the statutory accounts of the Company, which are prepared in accordance with the accounting principles of the PRC (“PRC GAAP”). The differences between US GAAP and PRC GAAP have been adjusted in these consolidated financial statements. The Company’s functional currency is the Chinese Renminbi (“RMB”); however, the accompanying consolidated financial statements have been translated and presented in United States Dollars (“USD”).

 

F-10

 

 

MULIANG AGRITECH, INC. AND SUBSIDIARIES

NOTES OF CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Use of Estimates

 

The preparation of these financial statements in conformity with generally accepted accounting principles requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and the related disclosure of contingent assets and liabilities at the date of these financial statements and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Accordingly, actual results may differ from these estimates. Significant estimates include the useful lives of property and equipment, land use rights, assumptions used in assessing collectability of receivables and impairment for long-term assets.

 

Principles of Consolidation

 

Muliang Agritech consolidates the following entities, including wholly-owned subsidiaries, Muliang HK, Shanghai Mufeng, and its wholly controlled variable interest entities, Muliang Industry, and Zhongbao, 60% controlled Agritech Development, 99% controlled Fukang, 65% controlled Zhonglian, 80% controlled Yunnan Muliang and 51% controlled Heilongjiang. The 40% equity interest holder of Agritech Development, 1% equity interest holders in Fukang, 35% equity interest holders in Zhonglian, 20% interest in Yunnan Muliang and 49% equity interest in Heilongjiang are accounted as non-controlling interest in the Company’s consolidated financial statements.

 

The variable interest entities consolidated for which the Company is deemed the primary beneficiary. All significant inter-company accounts and transactions have been eliminated in consolidation.

 

Control by Principal Stockholders

 

The Company’s directors and executive officers and their affiliates or related parties own, beneficially and in the aggregate, the majority of the voting power of the outstanding shares of our common stock. Accordingly, if our directors and executive officers and their affiliates or related parties vote their shares uniformly, they would have the ability to control the approval of most corporate actions, including increasing our authorized capital stock and the dissolution or merger of our company or the sale of our assets.

 

Cash and Cash Equivalents

 

For purposes of the statements of cash flows, the Company considers all highly liquid instruments purchased with a maturity of three months or less and money market accounts to be cash equivalents. The Company maintains cash with various financial institutions.

 

Accounts Receivable

 

Accounts receivable are presented net of an allowance for doubtful accounts. The Company maintains allowances for doubtful accounts for estimated losses. The Company reviews the accounts receivable on a periodic basis and makes general and specific allowances when there is doubt as to the collectability of individual balances. In evaluating the collectability of individual receivable balances, the Company considers many factors, including the age of the balance, a customer’s historical payment history, its current credit-worthiness and current economic trends. Accounts are written off after exhaustive efforts at collection.

 

F-11

 

 

MULIANG AGRITECH, INC. AND SUBSIDIARIES

NOTES OF CONSOLIDATED FINANCIAL STATEMENTS

  

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Inventories

 

Inventories, consisting of raw materials, work in process, and finished goods related to the Company’s products are stated at the lower of cost or market utilizing the weighted average method.

 

Property, Plant and Equipment

 

Plant and equipment are carried at cost and are depreciated on a straight-line basis over the estimated useful lives of the assets. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. The Company examines the possibility of decreases in the value of fixed assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable.

 

Included in property and equipment is construction-in-progress which consisted of factory improvements and machinery pending installation and includes the costs of construction, machinery and equipment, and any interest charges arising from borrowings used to finance these assets during the period of construction or installation of the assets. No provision for depreciation is made on construction-in-progress until such time as the relevant assets are completed and ready for their intended use.

 

Estimated useful lives of the Company’s assets are as follows:

 

  Useful Life
Building  20 years
Operating equipment  5-10 years
Vehicle  3-5 years
Electronic equipment  3-20 years
Office equipment  3-20 years
Apple orchard  10 years

 

The apple orchard includes rental for an apple farm, labor cost, fertilizers, apple seeds, apple seedlings and others. The costs to purchase and cultivate apple trees and the expenditures related to labor and materials to plant apple trees until they become commercially productive are capitalized, which require a two-year period. The estimated production life for apple tree is ten years, and the costs are depreciated without a residual value. Expenses incurred maintaining apple trees during the growth cycle until seedling apple trees or grafted varieties are fruited are capitalized into inventory and included in Work In Process—apple orchard, a component of inventories.

 

Depreciation expenses pertaining to apple trees will be included in inventory costs for those apples to be sold and ultimately become a component of cost of goods sold. Similar to other assets, the failure of our apple trees to be serviceable over the entirety of their anticipated useful lives or to be sold at their anticipated residual value will negatively impact our operating results.

 

F-12

 

 

MULIANG AGRITECH, INC. AND SUBSIDIARIES

NOTES OF CONSOLIDATED FINANCIAL STATEMENTS

  

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Intangible Assets

 

Included in the intangible assets are land use rights and non-patented technology. According to the laws of the PRC, the government owns all the land in the PRC. Companies or individuals are authorized to possess and use the land only through land use rights granted by the Chinese government. Useful life for non-patented technology refers to the period during which economic benefits can be generated. Intangible assets are being amortized using the straight-line method over their lease terms or estimated useful life.

 

Estimated useful lives of the Company’s intangible assets are as follows:

 

    Useful Life
Land use rights   50 years
Non-patented technology   10 years

 

The Company carries intangible assets at cost less accumulated amortization. In accordance with US GAAP, the Company examines the possibility of decreases in the value of intangible assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable. The Company computes amortization using the straight-line method over estimated useful life of 50 years for the land use rights.

 

Impairment of Long-lived Assets

 

In accordance with ASC Topic 360, the Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. The Company recorded no impairment charge for the years ended December 31, 2019 and 2018.

 

Advances from Customers

 

Advances from customers consist of prepayments from customers for merchandise that had not yet been shipped. The Company will recognize the deposits as revenue as customers take delivery of the goods and title to the assets is transferred to customers in accordance with the Company’s revenue recognition policy.

 

Non-controlling Interest

 

Non-controlling interests in the Company’s subsidiaries are recorded in accordance with the provisions of ASC 810 and are reported as a component of equity, separate from the parent’s equity. Purchase or sale of equity interests that do not result in a change of control are accounted for as equity transactions. Results of operations attributable to the non-controlling interest are included in our consolidated results of operations and, upon loss of control, the interest sold, as well as interest retained, if any, will be reported at fair value with any gain or loss recognized in earnings.

 

Revenue Recognition

 

On January 1, 2018, the Company adopted ASC 606 using the modified retrospective method. Results for the reporting period beginning after January 1, 2018 are presented under ASC 606, while prior period amounts have not been adjusted and continue to be reported in accordance with the Company’s historic accounting under Topic 605.

 

Management has determined that the adoption of ASC 606 did not impact the Company’s previously reported financial statements in any prior period nor did it result in a cumulative effect adjustment to opening retained earnings.

 

Revenue for sale of products is derived from contracts with customers, which primarily include the sale of fertilizer products and environmental protection equipment. The Company’s sales arrangements do not contain variable consideration. The Company recognizes revenue at a point in time based on management’s evaluation of when performance obligations under the terms of a contract with the customer are satisfied and control of the products has been transferred to the customer. For vast majority of the Company’s product sales, the performance obligations and control of the products transfer to the customer when products are delivered, and customer acceptance is made.

 

Pursuant to the guidance of ASC Topic 840, rent shall be reported as income by lessors over the lease term as it becomes receivable. The Company currently leased part of the building of the Shanghai new plant to third parties as warehouse. The Company recognizes building leasing revenue over the beneficial period described by the agreement, as the revenue is realized or realizable and earned. 

 

The Company recognized rental income from leasing a portion of its manufacturing facility located in Shanghai to third parties. For the years ended December 31, 2019 and 2018, rental income of $194,663 and $388,309 were recognized as other income.

 

F-13

 

 

MULIANG AGRITECH, INC. AND SUBSIDIARIES

NOTES OF CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Cost of Sales

 

Cost of goods sold consists primarily of raw materials, utility and supply costs consumed in the manufacturing process, manufacturing labor, depreciation expense and direct overhead expenses necessary to manufacture finished goods as well as warehousing and distribution costs such as inbound freight charges, shipping and handling costs, purchasing and receiving costs.

 

Income Taxes

 

The Company accounts for income taxes under the provisions of Section 740-10-30 of the FASB Accounting Standards Codification, which is an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in its financial statements or tax returns.

 

The Company is subject to the Enterprise Income Tax law (“EIT”) of the People’s Republic of China. The Company’s operations in producing and selling fertilizers are subject to the 25% enterprise income tax.

 

Related Parties

 

Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all related party transactions.

 

Accumulated Other Comprehensive Income (Loss)

 

Comprehensive income (loss) comprised of net income (loss) and all changes to the statements of stockholders’ equity, except those due to investments by stockholders, changes in paid-in capital and distributions to stockholders. The Company’s comprehensive income (loss) consist of net income (loss) and unrealized gains from foreign currency translation adjustments.

 

F-14

 

 

MULIANG AGRITECH, INC. AND SUBSIDIARIES

NOTES OF CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Foreign Currency Translation

 

The Company’s functional currency is the Chinese Renminbi (“RMB”); however, the accompanying consolidated financial statements have been translated and presented in United States Dollars (“USD”). Results of operations and cash flows are translated at average exchange rates during the period, assets and liabilities are translated at the unified exchange rate at the end of the period, and equity is translated at historical exchange rates. As a result, amounts relating to assets and liabilities reported on the statements of cash flows may not necessarily agree with the changes in the corresponding balances on the balance sheets. Translation adjustments resulting from the process of translating the local currency financial statements into U.S. dollars are included in determining comprehensive income/loss. The translation adjustment for the years ended December 31, 2019 and 2018 was loss of $111,336 and gain of $103,785, respectively. Transactions denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing on the transaction dates. Assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing at the balance sheet date with any transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred.

 

All of the Company’s revenue transactions are transacted in the functional currency. The Company does not enter into any material transaction in foreign currencies. Transaction gains or losses have not had, and are not expected to have, a material effect on the results of operations of the Company.

 

Asset and liability accounts at December 31, 2019 and 2018 were translated at 6.9499 RMB to $1 USD and 6.8764 RMB to $1 USD, respectively, which were the exchange rates on the balance sheet dates. The average translation rates applied to the statements of income for the years ended December 31, 2019 and 2018 were 6.9053 RMB and 6.6146 RMB to $1 USD, respectively.

 

Earnings (Loss) per Share

 

Basic earnings per share is computed by dividing net income available to common stockholders by the weighted average number of common shares outstanding during the period, excluding the effects of any potentially dilutive securities. Diluted earnings per share gives effect to all dilutive potential of shares of common stock outstanding during the period including stock options or warrants, using the treasury stock method (by using the average stock price for the period to determine the number of shares assumed to be purchased from the exercise of stock options or warrants), and convertible debt or convertible preferred stock, using the if-converted method. Earnings per share excludes all potential dilutive shares of common stock if their effect is anti-dilutive. There were no potential dilutive securities at December 31, 2019 and 2018.

 

F-15

 

 

MULIANG AGRITECH, INC. AND SUBSIDIARIES

NOTES OF CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Fair Value of Financial Instruments

 

The Company adopted the guidance of ASC Topic 820 for fair value measurements which clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:

 

Level 1-Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.

 

Level 2-Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data.

 

Level 3-Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information.

 

The carrying amounts reported in the balance sheets for cash and cash equivalents, accounts receivable, inventories, advances to suppliers, prepaid expenses, short-term loans, accounts payable, accrued expenses, advances from customers, VAT and service taxes payable and income taxes payable approximate their fair market value based on the short-term maturity of these instruments.

 

ASC Topic 825-10 “Financial Instruments” allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable, unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding instruments.

 

The following table summarizes the carrying values of the Company’s financial instruments:

 

   December 31,
2019
   December 31,
2018
 
         
Short-term loan  $-   $150,515 
Current portion of long-term loan   5,373,859    5,453,435 
Long-term loan   1,855,294    3,454,543 
   $7,229,153   $9,058,493 

 

Government Contribution Plan

 

Pursuant to the laws applicable to PRC law, the Company is required to participate in a government-mandated multi-employer defined contribution plan pursuant to which certain retirement, medical and other welfare benefits are provided to employees. Chinese labor regulations require the Company to pay to the local labor bureau a monthly contribution at a stated contribution rate based on the monthly basic compensation of qualified employees. The relevant local labor bureau is responsible for meeting all retirement benefit obligations; the Company has no further commitments beyond its monthly contribution.

 

F-16

 

  

MULIANG AGRITECH, INC. AND SUBSIDIARIES

NOTES OF CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Statutory Reserve

 

Pursuant to the laws applicable to the PRC, the Company must make appropriations from after-tax profit to the non-distributable “statutory surplus reserve fund”. Subject to certain cumulative limits, the “statutory surplus reserve fund” requires annual appropriations of 10% of after-tax profit until the aggregated appropriations reach 50% of the registered capital (as determined under accounting principles generally accepted in the PRC (“PRC GAAP”) at each year-end). For foreign invested enterprises and joint ventures in the PRC, annual appropriations should be made to the “reserve fund”. For foreign invested enterprises, the annual appropriation for the “reserve fund” cannot be less than 10% of after-tax profits until the aggregated appropriations reach 50% of the registered capital (as determined under PRC GAAP at each year-end). If the Company has accumulated loss from prior periods, the Company is able to use the current period net income after tax to offset against the accumulate loss.

 

Segment Information

 

The standard, “Disclosures about Segments of an Enterprise and Related Information,” codified with ASC-280, requires certain financial and supplementary information to be disclosed on an annual and interim basis for each reportable segment of an enterprise. The Company believes that it operates in two business segments and in one geographical segment (China), as all of the Company’s current operations are carried in China.

 

F-17

 

 

MULIANG AGRITECH, INC. AND SUBSIDIARIES

NOTES OF CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Recent Accounting Pronouncement

 

In February, 2016, the FASB issued Accounting Standards Update No. 2016-02 (ASU 2016-02) “Leases (Topic 842)”. ASU 2016-02 requires a lessee to recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. ASU 2016-02 is effective for interim and annual reporting periods beginning after December 15, 2018. Early adoption is permitted. For finance leases, a lessee is required to do the following:

 

· Recognize a right-of-use asset and a lease liability, initially measured at the present value of the lease payments, in the statement of financial position

 

· Recognize interest on the lease liability separately from amortization of the right-of-use asset in the statement of comprehensive income

 

· Classify repayments of the principal portion of the lease liability within financing activities and payments of interest on the lease liability and variable lease payments within operating activities in the statement of cash flows.

 

For operating leases, a lessee is required to do the following:

 

· Recognize a right-of-use asset and a lease liability, initially measured at the present value of the lease payments, in the statement of financial position

 

· Recognize a single lease cost, calculated so that the cost of the lease is allocated over the lease term on a generally straight-line basis

 

· Classify all cash payments within operating activities in the statement of cash flows.

 

In July, 2018, the FASB issued Accounting Standards Update No. 2018-11 (ASU 2018-11), which amends ASC 842 so that entities may elect not to recast their comparative periods in transition (the “Comparatives Under 840 Option”). ASU 2018-11 allows entities to change their date of initial application to the beginning of the period of adoption. In doing so, entities would:

 

· Apply ASC 840 in the comparative periods.

 

· Provide the disclosures required by ASC 840 for all periods that continue to be presented in accordance with ASC 840.

 

· Recognize the effects of applying ASC 842 as a cumulative-effect adjustment to retained earnings for the period of adoption.

 

In addition, the FASB also issued a series of amendments to ASU 2016-02 that address the transition methods available and clarify the guidance for lessor costs and other aspects of the new lease standard.

 

The management has reviewed the accounting pronouncements and adopted the new standard on January 1, 2019 using the modified retrospective method of adoption. The transition method expedient which allows entities to initially apply the requirements by recognizing a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. As a result of electing this transition method, prior periods have not been restated. The adoption of this ASU resulted in the recording of additional lease assets and liabilities $352,266 each with no effect to opening balance of retained earnings as the Company did not have any leases prior to the adoption of this ASU.

 

F-18

 

 

MULIANG AGRITECH, INC. AND SUBSIDIARIES

NOTES OF CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 3 – ACCOUNTS RECEIVABLE

 

Accounts receivable consisted of the following:

 

   December 31,
2019
   December 31,
2018
 
         
Accounts receivable  $8,047,929   $4,370,620 
Less: Allowance for doubtful accounts   (341,667)   (279,733)
Total, net  $7,706,262   $4,090,887 

  

The Company reviews the accounts receivable on a periodic basis and makes general and specific allowances when there is doubt as to the collectability of individual balances. After evaluating the collectability of individual receivable balances, the Company recognized bad debt allowance of $341,667 and $279,733 for the years ended December 31, 2019 and 2018.

 

The novel coronavirus epidemic that began in the PRC in 2019 has significantly impacted the operation of customers, resulting in delays in collecting outstanding receivables as of December 31, 2019. As of the date of this report, a majority of the Company’s customers have resumed normal operations. The Company expects to recover past due balances in the next operating period.

 

F-19

 

 

MULIANG AGRITECH, INC. AND SUBSIDIARIES

NOTES OF CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 4 – INVENTORIES

 

Inventories consisted of the following:

 

   December 31,
2019
   December 31,
2018
 
         
Raw materials  $116,907   $124,069 
Finished goods   145,775    322,561 
Total, net  $262,682   $446,630 

  

NOTE 5 – PREPAYMENT

 

The prepayment balance of $354,813 as of December 31, 2019 represents the advances paid to suppliers for the purchase of raw materials to be delivered in the next operating period.

  

NOTE 6 – PROPERTY, PLANT AND EQUIPMENT

 

Property, plant and equipment at December 31, 2019 and 2018 consisted of:

 

   December 30,   December 31, 
   2019   2018 
Building  $12,715,941   $12,838,100 
Operating equipment   2,785,557    2,754,463 
Vehicle   81,552    104,121 
Office equipment   20,762    59,897 
Apple orchard   789,344    1,026,505 
Construction in progress   1,709,144    341,173 
    18,102,300    17,124,259 
Less: Accumulated depreciation   (3,008,220)   (2,196,936)
   $15,094,080   $14,927,323 

 

F-20

 

 

MULIANG AGRITECH, INC. AND SUBSIDIARIES

NOTES OF CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 6 – PROPERTY, PLANT AND EQUIPMENT (CONTINUED)

 

For the years ended December 31, 2019 and 2018, depreciation expense amounted to $991,408 and $788,881, respectively. Depreciation is not taken during the period of construction or equipment installation. Upon completion of the installation of manufacturing equipment or any construction in progress, construction in progress balances will be classified to their respective property and equipment category.

 

The construction in progress of $1,709,144 represents the investment of a black goat processing plant located in Shuangbai County, Chuxiong City, Yunnan Province, PRC.

  

NOTE 7 – INTANGIBLE ASSETS

 

Intangible assets consisted of the following:

 

   December 31,   December 31, 
   2019   2018 
         
Land use rights  $3,580,172   $3,618,441 
Non-patented technology   14,389    14,542 
    3,594,561    3,632,983 
Less: Accumulated amortization   (489,722)   (419,853)
   $3,104,839   $3,213,130 

 

The total cost of $3,580,172 represents the three industrial land use rights located in Shanghai City, Weihai City, Shandong Province, and Chuxiong City, Yunnan Province.

 

For the years ended December 31, 2019 and 2018, amortization of intangible assets amounted to $74,788 and $60,911, respectively.

  

NOTE 8 – DEFERRED TAX ASSETS, NET

 

The components of the deferred tax assets are as follows:

 

   December 31,   December 31, 
Deferred tax assets, non-current  2019   2018 
Deficit carried-forward  $

19,348

   $416,836 
Additions   -    37,915 
Deferred tax assets   19,348    454,751 
Less: valuation allowance   -    - 
Deferred tax assets, non-current  $19,348   $454,751 

  

Deferred taxation is calculated under the liability method in respect of taxation effect arising from all timing differences, which are expected with reasonable probability to realize in the foreseeable future. The Company’s subsidiary registered in the PRC is subject to income taxes within the PRC at the applicable tax rate.

 

F-21

 

 

MULIANG AGRITECH, INC. AND SUBSIDIARIES

NOTES OF CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 9 – LOANS

 

Short-term loan of $150,515 represents balance due to Shanghai Jinshan Limin Micro Loan Co., Ltd., with annualized interest rate of 16%. This loan was borrowed on March 3, 2017 and due on March 2, 2018. The Company extended this loan twice until the end of June 2019 with the same terms and it was paid off as of December 31, 2019.

 

As of December 31, 2019, current portion of long-term loans amounted to $5,373,859 consisting of $4,294,707 due to Agricultural Bank of China, which is collateralized with land use rights and guaranteed by Mr. Lirong Wang, the CEO, and $1,079,152 due to Rushan City Rural Credit Union.

 

As of December 31, 2019, the long-term loan amount of $1,855,294 represents $1,591,261 owed to Rushan City Rural Credit Union and $264,033 owed to Ms. Hui Song. The amount owed to Ms. Hui Song is non-interest bearing, unsecured, and due after December 31, 2020.

 

As of December 31, 2018, the long-term loan amount of $3,454,543 represents $3,187,688 owed to Agricultural Bank of China and $266,855 owed to Ms. Hui Song. The amount owed to Ms. Hui Song is non-interest bearing, unsecured, and due after December 31, 2020.

 

Long-term loan and current portion of long-term loan consisted of the following: 

 

   December 31,   December 31, 
   2019   2018 
Loan payable to Agricultural Bank of China, annual interest rate of 5.70% + HIBOR, due by August 25, 2019.  $4,294,707   $4,362,748 
Loan payable to Rushan City Rural Credit Union, annual interest 8.3125%, due by July 25, 2019.   1,079,152    1,090,687 
Long-term loans and interest payable to individuals and entities without interest   1,855,294    3,454,543 
    7,229,153    8,907,978 
Less: Current portion of long-term loans payable   5,373,859    5,453,435 
Total, net  $1,855,294   $3,454,543 

 

As of December 31, 2019, the Company’s future loan obligations according to the terms of the loan agreement are as follows:

 

Year 1  $5,373,859 
Year 2   1,855,294 
Total  $7,229,153 

   

The Company recognized interest expenses of $452,470 and $421,054 for the years ended December 31, 2019 and 2018, respectively.

 

The Company has been in default with the loan payable to Agricultural Bank of China. The bank has taken legal action against the Company and on April 26, 2020, the bank has been awarded a judgment by the PRC courts for $4,359,925 (RMB 30,301,044). As of the date of the report, the judgment amount has not been settled to the bank. The loan was secured by land use rights and guarantee by the Company’s CEO. There is substantial risk that the bank may foreclose on the land use rights of the Company to settle this outstanding balance.

 

F-22

 

 

MULIANG AGRITECH, INC. AND SUBSIDIARIES

NOTES OF CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 10 – STOCKHOLDERS DEFICIT

 

Authorized Stock

 

The Company has authorized 500,000,000 common shares with a par value of $0.0001 per share.  Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought.

 

On April 5, 2019, the Company filed a Certificate of Amendment to our Articles of Incorporation with the Secretary of State of the State of Nevada to reflect the creation of Blank Check Preferred Stock. As a result, the capital stock of the Company consisted of 500,000,000 shares of common stock, $0.0001 par value, and 100,000,000 shares of blank check preferred stock after the filling.

 

On October 30, 2019, 30,000,000 shares were designated to be Series A Preferred Stock out of the 100,000,000 shares of blank check preferred stock.

 

Common Share Issuances

 

On June 29, 2018, the outstanding amount $326,348 due to Mr. Wang, CEO and Chairman of the Company, were converted into 43,200 shares of Common Shares at $ 7.55 per share.

 

On June 29, 2018 the Company issued 298,518 common shares of the Company at $7.55 for proceeds of $2,255,111 to Mr. Wang, CEO and Chairman of the Company.

  

On April 4, 2019, the Company’s Board of Directors and majority shareholder approved a 5 to 1 reverse stock split of all of the issued and outstanding shares of the Company’s common stock (the “Reverse Stock Split”). No fractional shares of Common Stock will be issued as a result of the reverse stock split. The Stock Split does not affect the par value or the number of authorized shares of common stock of the Company.

  

On April 16, 2019, the Company filed a Certificate of Change to our Articles of Incorporation with the Secretary of State of the State of Nevada to reflect the Reverse stock Split. The reverse stock split took effect on May 7, 2019 The common shares outstanding have been retroactively restated to reflect the reverse stock split.

 

On October 10, 2019 and November 1, 2019, the Company issued a total of 19,000,000 shares of Series A Preferred Stock to Mr. Wang, the CEO and Chairman of the Company, in exchange for 19,000,000 shares of common stock beneficially owned by him. Following the transaction, 19,000,000 shares of common stock were cancelled and returned to treasury.

 

As of the date of this report, there were 37,341,954 shares of common stock outstanding.

 

As a result of the Reverse Stock Split and cancellation of common stock, the total issued and outstanding shares of common stock for the Company is 37,341,954 as of the filling date.

 

F-23

 

 

MULIANG AGRITECH, INC. AND SUBSIDIARIES

NOTES OF CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 10 – STOCKHOLDERS DEFICIT (CONTINUED)

 

Blank Check Preferred Stock

 

On April 4, 2019, the Company’s Board of Directors and majority shareholder approved creation of one hundred million (100,000,000) shares of Blank Check Preferred Stock, $0.0001 par value. To the fullest extent permitted by the laws of the State of Nevada, as the same now exists or may hereafter be amended or supplemented, the Board of Directors may fix and determine the designations, rights, preferences or other variations of each class or series within each class of preferred stock of the Company. The Company may issue the shares of stock for such consideration as may be fixed by the Board of Directors.

 

On April 5, 2019, the Company filed a Certificate of Amendment to the Articles of Incorporation with the Secretary of State of the State of Nevada to authorize the creation of Blank Check Preferred Stock.

 

On October 30, 2019, 30,000,000 shares were designated to be Series A Preferred Stock out of the 100,000,000 shares of blank check preferred stock.

 

Series A Preferred Stock

 

On October 30, 2019, the Company’s Board of Directors and majority shareholder approved to designate 30,000,000 shares as Series A Preferred Stock out of the 100,000,000 shares of blank check preferred stock, which the preferences and relative and other rights, and the qualifications, limitations or restrictions thereof, shall be set forth in the discussion below under the “Series A Preferred Stock”. A certificate of designation for the Series A Preferred Stock was filed with the Secretary of the State of the State of Nevada on October 30, 2019.

 

The holders of Series A Preferred Stock shall not be entitled to receive dividends of any kind.

 

The Series A Preferred Stock shall not be subject to conversion into Common Stock or other equity authorized to be issued by the Corporation.

 

The holders of the issued and outstanding shares of Series A Preferred Stock shall have voting rights equal to ten (10) shares of Common Stock for each share of Series A Preferred Stock.

 

On November 1, 2019, the Company issued a total of 19,000,000 shares of Series A Preferred Stock to Mr. Wang, the CEO and Chairman of the Company, in exchange for 19,000,000 shares of common stock beneficially owned by him. Following the transaction, 19,000,000 shares of common stock were cancelled and returned to treasury.

 

As of the date of this report, there were 19,000,000 shares of Series A Preferred Stock issued outstanding.

 

F-24

 

 

MULIANG AGRITECH, INC. AND SUBSIDIARIES

NOTES OF CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 11 – RELATED PARTY TRANSACTIONS

 

Ms. Hui Song was the Company’s former sales director. In 2013, Ms. Hui Song resigned from the Company and no longer had any significant control or influence over the Company; therefore, she was no longer considered a related party. Jilin Jiliang Zongbao Biological Technology Co., Ltd., an entity controlled by Ms. Hui Song, and Yantai Zongbao Tele-Agriculture Service Co., Ltd., a related company of Ms. Hui Song, were also no longer considered as related parties of the Company.

 

*Accounts receivable from and sales to Ms. Hui Song and her associated company

 

For the year ended December 31, 2019, the Company did not sell any products to Ms. Hui Song and her associated company.

 

For the year ended December 31, 2018, the Company sold fertilizer manufacturing equipment to Jilin Jiliang Zongbao Biological Technology Co., Ltd., in the amount of $164,968, with related cost of $103,371. This transaction was reflected in the revenue and cost of goods sold.

 

As of December 31, 2019 and December 31, 2018, the Company has account receivable balance of $234,062 and $185,665 from Jilin Jiliang Zongbao Biological Technology Co., Ltd., respectively.

 

As of December 31, 2019 and December 31, 2018, the Company has account receivable balance of $0 and $61,082 from Yantai Zongbao Tele-Agriculture Service Co., Ltd., respectively. 

 

*Accounts payable to and purchase from Ms. Hui Song and her associated company

 

For the year ended December 31, 2019, the Company purchased fertilizer of $3,054,791 from Jilin Jiliang Zongbao Biological Technology Co., Ltd., an entity controlled by Ms. Hui Song. As of December 31, 2019, accounts payable to Jilin Jiliang Zongbao Biological Technology Co., Ltd. was $505,331.

 

 

For the year ended December 31, 2018, the Company purchased fertilizer of $3,651,430 from Jilin Jiliang Zongbao Biological Technology Co., Ltd., an entity controlled by Ms. Hui Song. As of December 31, 2018, accounts payable to Jilin Jiliang Zongbao Biological Technology Co., Ltd. was $72,712.

 

*Loan from Ms. Hui Song and her associated company

 

As of December 31, 2019, long-term loan payable balances for Jilin Jiliang Zongbao Biological Technology Co., Ltd. and Ms. Hui Song were of $799,237 and $264,033, respectively.

 

As of December 31, 2018, long-term loan payable balances for Jilin Jiliang Zongbao Biological Technology Co., Ltd. and Ms. Hui Song were of $807,780 and $266,855, respectively.

 

*Accounts payable to and purchase from related parties

 

The Company did not make any purchase from related parties for the year ended December 31, 2019.

 

For the year ended December 31, 2018, the Company purchased fertilizer manufacturing equipment of $120,945 from Shanghai Aoke Chemicals Co., Ltd, an entity controlled by Mr. Lirong Wang, CEO and majority shareholder of the Company. As of December 31, 2018, account payable to Shanghai Aoke Chemicals Co., Ltd. were $116,340.  

 

As of December 31, 2019 and December 31, 2018, account payable to Shanghai Aoke Chemicals Co., Ltd. were $115,110 and $116,340, respectively.

 

F-25

 

 

MULIANG AGRITECH, INC. AND SUBSIDIARIES

NOTES OF CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 11 – RELATED PARTY TRANSACTIONS (CONTINUED)

 

*Due to related parties

 

Outstanding balance due to Mr. Lirong Wang, Ms. Xueying Sheng and Mr. Guohua Lin below are advances to the Company as working capital. These advances are due on demand, non-interest bearing, and unsecured, unless further disclosed.

 

   December 31,   December 31,    
   2019   2018   Relationship
Mr. Lirong Wang  861,702   1,442,751   The CEO and Chairman/Actual controlling person
Ms. Xueying Sheng   73,474    169,743   Controller/Accounting manager of the Company
Mr. Guohua Lin   74,149    3,054   Senior management and a shareholder
Total   1,009,325    1,615,547    

  

For the year ended December 31, 2019, the Company borrowed $3,950,414 from Mr. Lirong Wang, and repaid $4,272,035.

 

For the year ended December 31, 2019, the Company borrowed $237,041 from Mr. Guohua Lin, and repaid $165,455.  

  

For the year ended December 31, 2019, the Company borrowed $49,070 from Ms. Xueying Sheng and repaid $115,316.

 

F-26

 

 

MULIANG AGRITECH, INC. AND SUBSIDIARIES

NOTES OF CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 12 – CONCENTRATIONS

 

Customers Concentrations

 

The following table sets forth information as to each customer that accounted for 10% or more of the Company’s revenues for the years ended December 31, 2019 and 2018.

 

   For the year ended December 31, 
Customers  2019   2018 
   Amount   %   Amount   % 
A  3,026,072   23%   N/A    N/A 
B   2,297,573    18%   N/A    N/A 
C   N/A    N/A    2,096,121    16%
D   N/A    N/A    1,952,652    15%

 

Suppliers Concentrations

 

The following table sets forth information as to each supplier that accounted for 10% or more of the Company’s purchase for the years ended December 31, 2019 and 2018.

 

    For the year ended December 31,  
Suppliers   2019     2018  
    Amount     %     Amount     %  
A     3,357,250       54 %     3,651,430       43 %
B     1,649,276       26 %     N/A       N/A  
C     616,587       10 %     N/A       N/A  
D     -       -       840,657       10 %

 

F-27

 

 

MULIANG AGRITECH, INC. AND SUBSIDIARIES

NOTES OF CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 12 – CONCENTRATIONS (CONTINUED)

 

Credit Risks

 

The Company’s operations are carried out in the PRC. Accordingly, the Company’s business, financial condition and results of operations may be influenced by the political, economic and legal environment in the PRC, and by the general state of the PRC’s economy. The Company’s operations in the PRC are subject to specific considerations and significant risks not typically associated with companies in North America. The Company’s results may be adversely affected by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, and rates and methods of taxation, among other things.

 

Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash and trade accounts receivable. Substantially all of the Company’s cash is maintained with state-owned banks within the PRC, and none of these deposits are covered by insurance. The Company has not experienced any losses in such accounts and believes it is not exposed to any risks on its cash in bank accounts. A significant portion of the Company’s sales are credit sales which are primarily to customers whose ability to pay is dependent upon the industry economics prevailing in these areas; however, concentrations of credit risk with respect to trade accounts receivables is limited due to generally short payment terms. The Company also performs ongoing credit evaluations of its customers to help further reduce credit risk. At December 31, 2019 and 2018, the Company’s cash balances by geographic area were as follows:

 

   December 31,   December 31, 
   2019   2018 
United States  $-    0%  $-    0%
China   103,868    100%   12,778    100%
Total cash and cash equivalents  $103,868    100%  $12,778    100%

 

F-28

 

  

MULIANG AGRITECH, INC. AND SUBSIDIARIES

NOTES OF CONSOLIDATED FINANCIAL STATEMENTS

  

NOTE 13 – INCOME TAXES

 

United States

 

Muliang Agritech is established in the State of Nevada in the United States and is subject to Nevada State and US Federal tax laws. Muliang Agritech has approximately $102,000 of unused net operating losses (“NOLs”) available for carrying forward to future years for U.S. federal income tax reporting purposes. The benefit from the carry forward of such NOLs will begin expiring during the year ended December 31, 2034. Because United States tax laws limit the time during which NOL carry forwards may be applied against future taxable income, the Company may be unable to take full advantage of its NOLs for federal income tax purposes should the Company generate taxable income. Further, the benefit from utilization of NOL carry forwards could be subject to limitations due to material ownership changes that could occur in the Company as it continues to raise additional capital. Based on such limitations, the Company has significant NOLs for which realization of tax benefits is uncertain.

 

On December 22, 2017, the United States enacted the Tax Cuts and Jobs Act (the “Act”) resulting in significant modifications to existing law. The Company has considered the accounting impact of the effects of the Act during the year ended December 31, 2018 including a reduction in the corporate tax rate from 34% to 21% among other changes.

 

Hong Kong

 

Muliang HK is established in Hong Kong and its income is subject to a 16.5% profit tax rate for income sourced within the country. For the years ended December 31, 2019 and 2018, Muliang HK did not earn any income derived in Hong Kong, and therefore was not subject to Hong Kong Profits Tax.

 

China, PRC

 

Shanghai Mufeng and its subsidiaries Muliang Industry, Zongbao, Zongbao Cangzhou, Muliang Sales, Fukang, Agritech Development, Zhongliang and Yunnan Muliang are established in China and its income is subject to income tax rate of 25%.

 

The reconciliation of effective income tax rate as follows:

 

    For the Years Ended  
    December 31,     December 31,  
    2019     2018  
US Statutory income tax rate     21.00 %     21.00 %
PRC income tax adjustment     4.00 %     4.00 %
Valuation allowance     0.00 %     (12.51 )%
Effect of expenses not deductible for tax purpose     0.00 %     0.02 %
Effect of income tax exemptions and reliefs     0.00 %     (10.63 )%
Others     (6.35 )%     (2.45 )%
Total     18.65 %     (0.57 )%

 

F-29

 

 

MULIANG AGRITECH, INC. AND SUBSIDIARIES

NOTES OF CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 13 – INCOME TAXES (CONTINUED)

  

The provision for income taxes consists of the following:

 

  

For the Years Ended

December 31,

 
   2019   2018 
Current  $72,082   $447,207 
Deferred   433,374    (472,749)
Total  $505,456   $(25,542)

 

Accounting for Uncertainty in Income Taxes

 

The tax authority of the PRC government conducts periodic and ad hoc tax filing reviews on business enterprises operating in the PRC after those enterprises complete their relevant tax filings. Therefore, the Company’s PRC entities’ tax filings results are subject to change. It is therefore uncertain as to whether the PRC tax authority may take different views about the Company’s PRC entities’ tax filings, which may lead to additional tax liabilities.

 

ASC 740 requires recognition and measurement of uncertain income tax positions using a “more-likely-than-not” approach. The management evaluated the Company’s tax positions and concluded that no provision for uncertainty in income taxes was necessary as of December 31, 2019 and 2018.

 

F-30

 

 

MULIANG AGRITECH, INC. AND SUBSIDIARIES

NOTES OF CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 14 – BUSINESS SEGMENTS

 

The revenues and cost of goods sold from operation consist of the following:

 

   Revenues   Cost of Sales 
   For the Years Ended   For the Years Ended 
   December 31,   December 31,   December 31,   December 31, 
   2019   2018   2019   2018 
Fertilizer  $12,178,231   $12,054,335   $6,742,300   $6,577,557 
Agricultural products (food) sales   704,019    1,150,689    803,880    1,082,469 
Total  $12,882,250   $13,205,024   $7,546,180   $7,660,026 

 

The two segments are the fertilizer business and foods products. Fertilizer and food products contributed approximately 94.5% and 5.5% of sales revenue, and 89.4% and 10.6% of cost of revenue, respectively for the year ended December 31, 2019.

 

NOTE 15 – SUBSEQUENT EVENTS

 

As a result of the COVID-19 outbreak in December 2019 and continuing in the first quarter of 2020, the Company’s businesses, results of operations, financial position and cash flows were adversely affected in the first quarter of 2020 with potential continuing impacts on subsequent periods, including but not limited to the material adverse impact on the Company’s revenues as result of the suspension of operations and decline in demand by the Company’s customers.

 

We are monitoring the global outbreak and spread of the novel strain of coronavirus (COVID-19) and taking steps in an effort to identify and mitigate the adverse impacts on, and risks to, our business (including but not limited to our employees, customers, other business partners, our manufacturing capabilities and capacity and our distribution channels) posed by its spread and the governmental and community reactions thereto. We continue to assess and update our business continuity plans in the context of this pandemic, including taking steps in an effort to help keep our workforces healthy and safe. The spread of COVID-19 has caused us to modify our business practices (including employee travel, employee work locations in certain cases, and cancellation of physical participation in certain meetings, events and conferences), and we expect to take further actions as may be required or recommended by government authorities or as we determine are in the best interests of our employees, customers and other business partners. We are also working with our suppliers to understand the existing and future negative impacts to our supply chain and take actions in an effort to mitigate such impacts. Due to the speed with which the COVID-19 situation is developing, the global breadth of its spread and the range of governmental and community reactions thereto, there is uncertainty around its duration and ultimate impact; therefore, any negative impact on our overall financial and operating results (including without limitation our liquidity) cannot be reasonably estimated at this time, but the pandemic could lead to extended disruption of economic activity and the impact on our financial and operating results could be material.

  

The Company evaluates subsequent events that have occurred after the balance sheet date but before the financial statements are issued. Based on this evaluation, the Company concluded that subsequent to December 31, 2019 but prior to May 14, 2020, the date the financial statements were available to be issued, there was no subsequent event that would require disclosure to or adjustment to the financial statements other than the ones disclosed above.

 

F-31

 

 

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.  

 

There have been no changes in or disagreements with accountants on accounting or financial disclosure matters.

 

Item 9A. Controls and Procedures.

  

Evaluation of Disclosure Controls and Procedures

 

Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s Chief Executive Officer (the Company’s principal executive officer and interim principal accounting officer), of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Company’s Chief Executive Officer concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

 

Management’s Report on Internal Control over Financial Reporting 

 

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Our internal control system was designed to, in general, provide reasonable assurance to the Company’s management and board regarding the preparation and fair presentation of published financial statements, but because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

Our management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2019. The framework used by management in making that assessment was the criteria set forth in the document entitled “Internal Control – Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO – 2013 Framework). Based on that assessment, based on that evaluation, our management concluded that our internal control over financial reporting was not effective, as of December 31, 2019. This was due to deficiencies that existed in the design or operation of our internal control over financial reporting that adversely affected our internal controls and that amounted to material weaknesses.

  

The matters involving internal control over financial reporting that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives of having segregation of the initiation of transactions, the recording of transactions and the custody of assets; and (3) ineffective controls over period end financial disclosure and reporting processes.  The aforementioned material weaknesses were identified by our Chief Executive Officer and Chief Financial Officer in connection with the review of our financial statements as of December 31, 2019.

 

To address the material weaknesses set forth in items (2) and (3) discussed above, management performed additional analyses and other procedures to ensure that the financial statements included herein fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented.

 

Management’s Remediation Initiatives

 

In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we plan to initiate, the following series of measures:

 

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We plan to increase our personnel resources and technical accounting expertise within the accounting function when funds are available to us. First, we plan to create a position to segregate duties consistent with control objectives of having separate individuals perform (i) the initiation of transactions, (ii) the recording of transactions and (iii) the custody of assets. Second, we will create a senior position to focus on financial reporting and standardizing and documenting our accounting procedures with the goal of increasing the effectiveness of the internal controls in preventing and detecting misstatements of accounting information. Third, we plan to appoint one or more outside directors to our board of directors who shall be appointed to an audit committee resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management when funds are available to us.

 

Management believes that the appointment of one or more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on our Board. We did not implement the said remedial measures during the period ended December 31, 2019.

 

On March 17, 2020, the Board of Directors approved the nomination of Vick Bathija, Guofu Zhang and Scott Silverman as independent directors, as defined under NASDAQ Marketplace Rule 4200(a)(15), appointment of whom shall be effective upon approval of Company’s application to list on the Nasdaq Stock Market. In addition, the Board approved the adoption of the audit, compensation and nomination committees. Mr. Bathija, Mr. Silverman and Mr. Zhang shall serve as the Chairman of the Audit Committee, Nomination Committee and Compensation Committee, respectively. All appointment will be effective upon the Company’s listing on Nasdaq.

 

Changes in Internal Controls over financial reporting

 

No change in our internal control over financial reporting occurred during the 4th quarter of the fiscal year ended December 31, 2019 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

Item 9B. Other Information.

 

None.

 

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PART III

 

Item 10. Directors, Executive Officers and Corporate Governance.

 

The following table sets forth certain information with respect to our directors, executive officers and significant employees:

 

Name   Age   Position
Lirong Wang   47   President, Chief Executive Officer, Chief Financial Officer and Chairman of the Board of Directors
Vick Bathija*(1)(2)(3)   34   Independent Director Nominee, Chair of Audit Committee
Guofu Zhang*(1)(2)(3)   40   Independent Director Nominee, Chair of Compensation Committee
Scott Silverman*(1)(2)(3)   53   Independent Director Nominee, Chair of Nomination Committee

 

  * The individual consents to be in such position upon Company’s listing on the Nasdaq Stock Market.

 

  (1) Member nominees of the Audit Committee

 

  (2) Member nominees of the Compensation Committee

 

  (3) Member nominees of the Nominating Committee

 

Lirong Wang, President, Chief Executive Officer, Chief Financial Officer and Chairman of the Board of Directors

 

Mr. Wang has been the sole officer and director of the Company since January 11, 2016. Mr. Wang has also been the Chairman and CEO of Shanghai Muliang Industries Co., Ltd. since December 2006. From November 2002 to November 2006, Mr. Wang was general manager of Shanghai Aoke Chemical Products Co., Ltd. Mr. Wang received his bachelor’s degree in storage management from Harbin University of Commerce in 1996.

 

Vick Bathija, Independent Director Nominee, Chair of Audit Committee

 

As our director nominee, Mr. Bathija has worked on many complex engagements ranging from audits, tax and consulting. He received a BBA in Accounting and a Masters in Taxation from Hofstra University. He then began his career at Holtz Rubenstein, now known as Baker Tilly. He was in the audit/tax department where he grew into a senior role overseeing mid cap companies from an audit and tax standpoint. After over 2 years at Ernst & Young, he started his own practice, Commerce CPA, LLC. He has advised and service several hundred clients ranging from startups to established companies. He has consulted and conducted audits for companies looking to raise money in accordance with SEC regulations.

 

Guofu Zhang, Independent Director Nominee, Chair of Compensation Committee

 

As our director nominee, Mr. Zhang has served as Chief Financial Officer of AGM Group Holdings Inc. since the inception of the company. He was a senior accounting consultant at China Customer Relations Centers, Inc. from 2013 to 2015. He was the Financial Manager at Tianli Agritech, an American public company, from 2009 to 2012 and served as Chief Financial Officer there from April 2012 to July 2013. Mr. Zhang earned his bachelor’s degree in accounting from Renmin University of China. He is experienced in financial analysis, auditing, and accounting internal control. He also has experience with IPO when he helped CCRC list on NASDAQ in December 2015.

 

Scott Silverman, Independent Director Nominee, Chair of Nomination Committee

 

As our director nominee, Mr. Silverman has over 25 years of business success on national and international levels, with a highly diverse knowledge of financial, legal and operations management; public company management, accounting and SEC regulations. Mr. Silverman specializes in establishing and streamlining back-office policies and procedures and implementing sound financial management and internal controls necessary for enterprise growth and scalability. Mr. Silverman is currently a partner and CFO of VC Capital Holdings, a diversified PE firm with portfolio investments in hospitality, healthcare and construction and engineering. Mr. Silverman has orchestrated investor exits for multiple companies, including direct participation in taking 7 companies public. He has also assisted in raising over $35 million for client companies, both public and private. He has a bachelor’s degree in finance from George Washington University and a Master’s degree in accounting from NOVA Southeastern University.

 

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Term of Office

 

Our directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board.

 

Board Committees

 

We plan to establish three committees under the board of directors: an audit committee, a compensation committee and a nominating committee. We have adopted a charter for each of the three committees. 

 

Family Relationships

 

There are no family relationships between any of our directors or executive officers.

 

Certain Legal Proceedings

 

To our knowledge, no director, nominee for director, or executive officer of the Company has been a party in any legal proceeding material to an evaluation of his ability or integrity during the past ten years.

 

Code of Ethics

 

On March 17, 2020, the Company adopted a Code of Ethics applicable to its directors, officers, and employees.

 

Item 11. Executive Compensation. 

 

The following summary compensation table sets forth the compensation earned by our named executive officers for the years ended December 31, 2019 and 2018. 

 

Summary Compensation Table

    Fiscal     Salary     Bonus     Stock Awards     All Other Compensation     Total  
Name and Principal Position   Year     ($)     ($)     ($)     ($)     ($)  
Lirong Wang     2019       17,266       0       0       0       17,266  
President, Chief Executive Officer, Chief Financial Officer, Secretary, and Treasurer     2018       17,450       0       0       0       17,450  

  

Compensation of Directors

 

Directors are permitted to receive fixed fees and other compensation for their services as directors. The Board of Directors (which currently consists solely of Lirong Wang) has the authority to fix the compensation of directors. No amounts have been paid to, or accrued to, directors in such capacity.

 

Upon Company’s listing on the Nasdaq Stock Market, we plan to pay our independent director nominee Vick Bathija with an annual compensation of USD $40,000, our independent director nominee Scott Silverman with an annual compensation of USD $30,000 and our independent director nominee Guofu Zhang with an annual compensation of USD $20,000. We have entered into director offer letters with each of our independent director nominees. We will also reimburse all directors for any out-of-pocket expenses incurred by them in connection with their services provided in such capacity. In addition, we may provide incentive grants of shares, options or other securities convertible into or exchangeable for, our securities. For the years ended December 31, 2018 and 2019, we did not pay any non-employee directors and we did not have any non-employee directors.

 

22

 

 

Employment Agreements

 

We have entered into director offer letters with each of our independent director nominees which agreements set forth the terms and provisions of their engagement.

 

Option Grants

 

We had no outstanding equity awards as of the end of fiscal years ended December 31, 2019 and 2018.

 

Option Exercises and Fiscal Year-End Option Value Table

 

There were no stock options exercised during fiscal years ended December 31, 2019 and 2018 by the executive officers.

 

Outstanding Equity Awards at Fiscal Year-End Table

 

We had no outstanding equity awards as of the end of fiscal years ended December 31, 2019 and 2018.

 

Long-Term Incentive Plans and Awards

 

There were no awards made to a named executive officer in fiscal 2019 and 2018 under any long-term incentive plan.

  

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. 

 

The following table provides information as to shares of common stock beneficially owned as of May 14, 2020, by:

 

  each director;
     
  each named executive officer;
     
  each person known by us to beneficially own at least 5% of our common stock; and
     
  all directors and executive officers as a group.

 

Beneficial ownership is determined in accordance with the rules of the SEC. Unless otherwise indicated below, to our knowledge, the persons and entities named in the table have sole voting and sole investment power with respect to all shares beneficially owned (subject to community property laws where applicable).  Unless otherwise indicated, the address of each beneficial owner listed below is 1958 Qianming East Road, Fengjing, Jinshan District, Shanghai, China.

 

23

 

 

Name of Beneficial Owners  # of Common Stock   % (1)   # of Preferred Stock   %   % of Total Voting Power 
Lirong Wang   11,612,911(2)   31.1%   19,000,000(3)   100%   88.7%
Vick Bathija(4)   -    0%   -    0%   0%
Guofu Zhang(4)   -    0%   -    0%   0%
Scott Silverman(4)   -    0%   -    0%   0%
All officers and directors as a group (4 person)   11,612,911    31.1%   19,000,000    100%   88.7%
Other 5% shareholders:                         
Huinuo Wang   2,000,000    5.36%   0    0    *
Yuqing Qian   2,000,000    5.36%   0    0    *

 

*less than 1%.

 

(1) Applicable percentages are based on 37,341,954 shares outstanding.
   
(2) Excluding the 19,000,000 shares of common stock, beneficially owned by Lirong Wang, being exchanging into 19,000,000 shares of Series A Preferred Stock.
   
(3)

Each share of Series A Preferred Stock is entitled to voting power equal to ten shares of common stock.

 

(4) The individual is an independent director nominee and consents to be an independent director upon the Company’s listing on the Nasdaq Capital Market.

   

Item 13. Certain Relationships and Related Transactions, and Director Independence. 

 

Accounts payable to and purchase from related parties

 

The Company did not make any purchase from related parties for the year ended December 31, 2019.

 

For the year ended December 31, 2018, the Company purchased fertilizer manufacturing equipment of $120,945 from Shanghai Aoke Chemicals Co., Ltd, an entity controlled by Mr. Lirong Wang, CEO and majority shareholder of the Company. As of December 31, 2018, account payable to Shanghai Aoke Chemicals Co., Ltd. were $116,340. 

As of December 31, 2019, and December 31, 2018, account payable to Shanghai Aoke Chemicals Co., Ltd. were $115,110 and $116,340 respectively.

 

Due to related party

 

Outstanding balance due to Mr. Lirong Wang, Ms. Xueying Sheng and Mr. Guohua Lin below are advances from related parties for working capital of the Company which are due on demand, non-interest bearing, and unsecured, unless further disclosed.

 

    December 31,     December 31,      
    2019     2018     Relationship
Mr. Lirong Wang     861,702       1,442,751     The CEO and Chairman / Actual controlling person
Ms. Xueying Sheng     73,474       169,743     Controller/Accounting manager of the Company
Mr. Guohua Lin     74,149       3,054     Senior management and a shareholder
Total     1,009,325       1,615,547      

 

For the year ended December 31, 2019, the Company borrowed $3,950,414 from Mr. Lirong Wang, and repaid $4,272,035.

 

For the year ended December 31, 2019, the Company borrowed $237,041 from Mr. Guohua Lin, and repaid $165,455.  

 

For the year ended December 31, 2019, the Company borrowed $49,070 from Ms. Xueying Sheng and repaid $115,316. 

 

Independence of the Board of Directors

 

For a director to be “independent” under these standards, the Board must affirmatively determine that the director has no material relationship with us, either directly or as a partner, shareholder, or officer of an organization that has a relationship with us. Applying corporate governance standards, and all other applicable laws, rules and regulations, the Board of Directors has determined that none of our directors are independent. This does not constitute an independent board of directors.

  

24

 

 

Item 14. Principal Accounting Fees and Services. 

 

Audit Fees

 

The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of the Company’s annual financial statements and review of financial statements included in the Company’s Form 10-K or 10-Q or services that are normally provided by the accountant in connection with statutory and regulatory filings was $100,000 and $95,500 for the fiscal year ended December 31, 2019 and 2018, respectively.

 

Audit Related Fees

 

There were no fees for audit related services for the years ended December 31, 2019 and 2018.

 

Tax Fees

 

For the Company’s fiscal years ended December 31, 2019 and 2018, we were not billed for professional services rendered for tax compliance, tax advice, and tax planning.

 

All Other Fees

 

The Company understood fees related to services rendered by our financial consultant for the fiscal years ended December 31, 2019 and 2018.

  

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

Effective May 6, 2003, the Securities and Exchange Commission adopted rules that require that before our auditor is engaged by us to render any auditing or permitted non-audit related service, the engagement be:

 

approved by our audit committee; or
  
entered into pursuant to pre-approval policies and procedures established by the audit committee, provided the policies and procedures are detailed as to the particular service, the audit committee is informed of each service, and such policies and procedures do not include delegation of the audit committee’s responsibilities to management.

 

We do not have an audit committee. Our sole director preapproves all services provided by our independent registered public accounting firm. However, all of the above services and fees were reviewed and approved by the sole board member for the respective services were rendered. 

    

25

 

 

PART IV

  

Item 15. Exhibits and Financial Statement Schedules. 

 

(a)   The following documents are filed as part of this report:

  

(1)   Financial Statements:

 

The audited balance sheets of the Company as of December 31, 2019, the related statements of operations and comprehensive income, changes in stockholders’ equity and cash flows for the year then ended, the footnotes thereto, and the report of WWC, P.C., independent auditors, are filed herewith.

 

(2)   Financial Schedules:

 

None

 

Financial statement schedules have been omitted because they are either not applicable or the required information is included in the financial statements or notes hereto.

 

(3)   Exhibits:

 

The exhibits listed in the accompanying index to exhibits are filed or incorporated by reference as part of this Report.

 

(b)   The following are exhibits to this Report and, if incorporated by reference, we have indicated the document previously filed with the SEC in which the exhibit was included.

 

Certain of the agreements filed as exhibits to this Report contain representations and warranties by the parties to the agreements that have been made solely for the benefit of the parties to the agreement. These representations and warranties:

 

  may have been qualified by disclosures that were made to the other parties in connection with the negotiation of the agreements, which disclosures are not necessarily reflected in the agreements;
     
  may apply standards of materiality that differ from those of a reasonable investor; and
     
  were made only as of specified dates contained in the agreements and are subject to subsequent developments and changed circumstances.

 

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date that these representations and warranties were made or at any other time. Investors should not rely on them as statements of fact.

 

Exhibit

Number

  Description
3.1(1)   Certificate of Incorporation
3.2(3)   Certificate of Amendment filed with the Secretary of the State of Nevada on April 5, 2019
3.3(3)   Certificate of Change filed with the Secretary of the State of Nevada on April 16, 2019
3.3(4)   Certificate of Designation filed with the Secretary of the State of Nevada on October 30, 2019
3.4(2)   Bylaws
10.1(4)   Preferred Stock Exchange Agreement between Mr. Lirong Wang and the Company dated on October 10, 2019.
10.2(4)   Amended and Restated Preferred Stock Exchange Agreement between Mr. Lirong Wang and the Company dated November 11, 2019
10.3(5)   Director Offer Letter between the Company and Vick Bathija dated March 19, 2020
10.4(5)   Director Offer Letter between the Company and Scott Silverman dated March 19, 2020
10.5(5)   Director Offer Letter between the Company and Guofu Zhang dated March 19, 2020
14.1(5)   Code of Conduct and Ethics
31.1*   Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1+   Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99.1(5)   Audit Committee Charter
99.2(5)   Compensation Committee Charter
99.3(5)   Nomination Committee Charter
101. INS   XBRL Instance Document.
101. SCH   XBRL Taxonomy Extension Schema Document.
101. CAL   XBRL Taxonomy Extension Calculation Linkbase Document.
101. LAB   XBRL Taxonomy Extension Label Linkbase Document.
101. PRE   XBRL Taxonomy Extension Presentation Linkbase Document.
101. DEF   XBRL Taxonomy Extension Definition Linkbase Document.

 

 

  (1) Incorporated by reference to the Registration Statement on Form S-1 filed with the SEC on January 5, 2015.
  (2) Incorporated by reference to the Amendment No.1 to the Registration Statement on Form S-1 filed with the SEC on March 19, 2015.
  (3) Incorporated by reference to the Current Report on Form 8-K filed with the SEC on May 10, 2019.
  (4) Incorporated by reference to the Quarterly Report on Form 10-Q filed with the SEC on November 14, 2019.
  (5) Incorporated by reference to the Current Report on Form 8-K filed with the SEC on March 27, 2020.

  * Filed herewith.
  + In accordance with SEC Release 33-8238, Exhibit 32.1 is being furnished and not filed.

 

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SIGNATURES

  

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

  

  MULIANG AGRITECH, INC.
     
Date: May 14, 2020 By: /s/ Lirong Wang
    Lirong Wang
   

Chief Executive Officer and Chief Financial Officer

(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

Signature   Title   Date
         
/s/ Lirong Wang   President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer, and Director   May 14, 2020
Lirong Wang   (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)    

 

 

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