UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10−Q

(Mark One)

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

For the quarterly period ended: ~~March~~June 3130, 2020

☐	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: 333-196336

PORTER HOLDING INTERNATIONAL, INC.

(Exact Name of Registrant as Specified in Its Charter)

Nevada		42-1777496
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

36th Floor, Shenzhen Development Center, #2010, Renmin South Road

Luohu District, Shenzhen, Guangdong, China, 518001

(Address of principal executive offices, Zip Code)

+86-755-22230666

(Registrant’s telephone number, including area code)

_____________________________________________________

(Former name, former address and former fiscal year, if changed since last report)

Securities registered or to be registered pursuant to Section 12(b) of the Act.

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

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 every Interactive Data File required to be submitted 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 such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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 Exchange Act). Yes ☐ No ☒

The number of shares outstanding of each of the issuer’s classes of common stock, as of ~~June~~August 2413, 2020 is as follows:

Class of Securities		Shares Outstanding
Common Stock, $0.001 par value		508,110,000

EXPLANATORY NOTE

Porter Holding International, Inc. ( the “Company”) is filing this quarterly report on Form 10-Q after the May 15, 2020 (the “Original Due Date”) deadline applicable to it for the filing of a Form 10-Q for the quarter ended March 31, 2020 (the “Quarterly Report”) in reliance on the 45-day extension provided by an order issued by the U.S. Securities and Exchange Commission (the “SEC”) under Section 36 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), dated March 4, 2020 (Release No. 34-88318), as modified and superseded by a new SEC order issued on March 25, 2020 (Release No. 34-88465) (collectively, the “Order”).

On May 13, 2020, the Company filed a Current Report on Form 8-K to indicate its intention to rely on the Order for such extension. Consistent with its statements made in the Form 8-K, the Company was unable to file the Quarterly Report by the Original Due Date, and therefore relied on the Order. Due to the circumstances and uncertainty surrounding the effects of the COVID-19 pandemic on the business, employees, consultants and service providers of the Company, and considering the lack of time for the compilation, dissemination and review of the information required to be presented and the importance of markets and investors receiving materially accurate information in the Quarterly Report, the Quarterly Report is hereby filed before the extended due date permitted under the Order, i.e., 45 days after the Original Due Date, or June 29, 2020.

PORTER HOLDING INTERNATIONAL, INC.

TABLE OF CONTENTS

PART I
FINANCIAL INFORMATION
Item 1.	Financial Statements	43
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2425
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3033
Item 4.	Controls and Procedures	3033
PART II
OTHER INFORMATION
Item 1.	Legal Proceedings	3134
Item 1A.	Risk Factors	3134
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3134
Item 3.	Defaults Upon Senior Securities	3134
Item 4.	Mine Safety Disclosures	3134
Item 5.	Other Information	3134
Item 6.	Exhibits	3134

Table of Contents

PART I

FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED).

PORTER HOLDING INTERNATIONAL, INC. AND SUBSIDIARIES

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

Table of Contents

	Page Number

Condensed Consolidated Balance Sheets as of June 30, 2020 and December 31, 2019	4

Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three and Six Months Ended June 30, 2020 and 2019	5

Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the Three and Six Months Ended June 30, 2020 and 2019	6

Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2020 and 2019	7

Notes to Condensed Consolidated Financial Statements	8

	Page Number
Condensed Consolidated Balance Sheets as of March 31, 2020 and December 31, 2019	5
Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three Months Ended March 31, 2020 and 2019	6
Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the Three Months Ended March 31, 2020 and 2019	7
Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2020 and 2019	8
Notes to Condensed Consolidated Financial Statements	9

4Table of Contents

~~Table~~PORTER ofHOLDING ~~Contents~~INTERNATIONAL, INC.

~~PORTER~~CONDENSED ~~HOLDING~~CONSOLIDATED ~~INTERNATIONAL,~~BALANCE ~~INC.~~SHEETS

~~CONDENSED CONSOLIDATED BALANCE SHEETS~~(Unaudited)

(~~Unaudited~~In U.S. dollars)

(In U.S. dollars)

	June 30, 2020			December 31, 2019

ASSETS
CURRENT ASSETS
Cash	$	63,468		$	224,733
Accounts receivable, net of $3,065 and $3,065 allowance for doubtful accounts as of June 30, 2020 and December 31, 2019, respectively		901,132			1,079,316
Due from shareholders		283,082			-
Prepayments and other receivables		90,056			94,161
Total current assets		1,337,738			1,398,210

NON-CURRENT ASSETS
Long-term rental deposits		63,011			63,946
Long-term prepayments		2,695			5,589
Equipment, net		40,940			49,936
Intangible assets, net		238,759			257,141
Operating lease right-of-use assets		728,792			891,733
Goodwill		-			34,297
Total non-current assets		1,074,197			1,302,642

TOTAL ASSETS	$	2,411,935		$	2,700,852

LIABILITIES AND STOCKHOLDERS’ DEFICIT

CURRENT LIABILITIES
Accounts payable	$	128,426		$	134,798
Accruals and other payables		507,023			120,692
Deferred revenue		387,064			288,330
Taxes payable		91,263			134,405
Amounts due to shareholders		1,776,281			1,433,151
Amounts due to related parties		1,090			1,106
Operating lease liabilities – current		325,596			323,403
Total current liabilities		3,216,743			2,435,885

NON-CURRENT LIABILITIES
Operating lease liabilities - non-current		433,960			604,597
TOTAL LIABILITIES		3,650,703			3,040,482

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS’ DEFICIT
Preferred stock, par value $0.001 per share 250,000,000 shares authorized and nil shares issued as of June 30, 2020 and December 31, 2019		-			-
Common stock, par value $0.001 per share; 750,000,000 shares authorized, 508,110,000 shares issued and outstanding as of June 30, 2020 and December 31, 2019		508,110			508,110
Additional paid-in capital		1,077,986			1,077,986
Accumulated deficit		(3,095,511	)		(2,200,932	)
Accumulated other comprehensive income		110,345			92,800
Total Porter Holding International, Inc. stockholders’ deficit		(1,399,070	)		(522,036	)

Non-controlling interests		160,302			182,406
Total stockholders’ deficit		(1,238,768	)		(339,630	)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	2,411,935		$	2,700,852

	March 31, 2020			December 31, 2019
ASSETS
CURRENT ASSETS
Cash	$	142,729		$	224,733
Accounts receivable, net of $3,065 and $3,065 allowance for doubtful accounts as of March 31, 2020 and December 31, 2019, respectively		901,370			1,079,316
Prepayments and other receivables		123,988			94,161
Total current assets		1,168,087			1,398,210
NON-CURRENT ASSETS
Long-term rental deposits		62,871			63,946
Long-term prepayments		3,221			5,589
Equipment, net		45,222			49,936
Intangible assets, net		264,230			257,141
Operating lease right-of-use assets		802,729			891,733
Goodwill		33,721			34,297
Total non-current assets		1,211,994			1,302,642
TOTAL ASSETS	$	2,380,081		$	2,700,852
LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES
Accounts payable	$	126,902		$	134,798
Accruals and other payables		252,735			120,692
Deferred revenue		339,405			288,330
Taxes payable		112,581			134,405
Amounts due to shareholders		1,585,599			1,433,151
Amounts due to related parties		1,087			1,106
Operating lease liabilities – current		325,920			323,403
Total current liabilities		2,744,229			2,435,885
NON-CURRENT LIABILITIES
Operating lease liabilities - non-current		510,243			604,597
TOTAL LIABILITIES		3,254,472			3,040,482
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS’ DEFICIT
Preferred stock, par value $0.001 per share 250,000,000 shares authorized and nil shares issued as of March 31, 2020 and December 31, 2019		-			-
Common stock, par value $0.001 per share; 750,000,000 shares authorized, 508,110,000 shares issued and outstanding as of March 31, 2020 and December 31, 2019		508,110			508,110
Additional paid-in capital		1,077,986			1,077,986
Accumulated deficit		(2,752,999	)		(2,200,932	)
Accumulated other comprehensive income		115,830			92,800
Total Porter Holding International, Inc. stockholders’ deficit		(1,051,073	)		(522,036	)
Non-controlling interests		176,682			182,406
Total stockholders’ deficit		(874,391	)		(339,630	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	2,380,081		$	2,700,852

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

~~The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.~~4

5Table of Contents

~~Table~~PORTER ofHOLDING ~~Contents~~INTERNATIONAL, INC.

~~PORTER~~CONDENSED ~~HOLDING~~CONSOLIDATED ~~INTERNATIONAL,~~STATEMENTS ~~INC.~~OF OPERATIONS

~~CONDENSED~~AND ~~CONSOLIDATED~~COMPREHENSIVE ~~STATEMENTS OF OPERATIONS~~LOSS

~~AND COMPREHENSIVE LOSS~~(Unaudited)

(~~Unaudited~~In U.S. dollars)

(In U.S. dollars)

	Three Months Ended June 30,						Six Months Ended June 30,
	2020			2019			2020			2019

REVENUE, NET	$	43,667		$	985,493		$	470,933		$	1,694,439

COST OF REVENUE		(5,830	)		(273,845	)		(379,804	)		(799,418	)

GROSS PROFIT		37,837			711,648			91,129			895,021

TOTAL OPERATING EXPENSES		(398,461	)		(673,669	)		(1,026,535	)		(1,163,092	)

(LOSS) INCOME FROM OPERATIONS		(360,624	)		37,979			(935,406	)		(268,071	)

TOTAL OTHER INCOME, NET		1,281			2,414			21,299			7,583

NET (LOSS) INCOME BEFORE TAXES		(359,343	)		40,393			(914,107	)		(260,488	)

Income tax benefit (expense)		-			14,575			-			(45,730	)

NET (LOSS) INCOME		(359,343	)		54,968			(914,107	)		(306,218	)

Less: Net (loss) income attributable to non-controlling interests		(16,831	)		(4,913	)		(19,528	)		3,316

Net (loss) income attributable to Porter Holding International, Inc. common stockholders		(342,512	)		59,881			(894,579	)		(309,534	)

Other comprehensive (loss) income
Foreign currency translation (loss) income		(5,034	)		19,574			14,969			4,860

Total Comprehensive (loss) income		(364,377	)		74,542			(899,138	)		(301,358	)
Less: comprehensive (loss) income attributable to non-controlling interests		(16,380	)		(6,275	)		(22,104	)		3,362

Comprehensive (loss) income attributable to Porter Holding International, Inc. common stockholders	$	(347,997	)	$	80,817		$	(877,034	)	$	(304,720	)

Basic and diluted earnings (loss) per share	$	-	*	$	-	*	$	-	*	$	-	*

Weighted average number of common shares outstanding - basic and diluted		508,110,000			508,110,000			508,110,000			508,110,000

	Three Months Ended March 31,
	2020			2019
REVENUE	$	427,266		$	708,946
COST OF REVENUE		(373,974	)		(525,573	)
GROSS PROFIT		53,292			183,373
OPERATING EXPENSES		(628,074	)		(489,423	)
LOSS FROM OPERATIONS		(574,782	)		(306,050	)
OTHER INCOME, NET		20,018			5,169
NET LOSS BEFORE TAXES		(554,764	)		(300,881	)
Income tax expense		-			(60,305	)
NET LOSS		(554,764	)		(361,186	)
Less: Net (loss) income attributable to non-controlling interests		(2,697	)		8,229
Net loss attributable to Porter Holding International, Inc. common stockholders		(552,067	)		(369,415	)
Other comprehensive (loss) income
Foreign currency translation income		20,003			(14,714	)
Total Comprehensive (loss) income		(534,761	)		(375,900	)
Less: comprehensive (loss) income attributable to non-controlling interests		(5,724	)		9,637
Comprehensive loss attributable to Porter Holding International, Inc. common stockholders	$	(529,037	)	$	(385,537	)
Basic and diluted loss per share	$	-	*	$	-	*
Weighted average number of common shares outstanding - basic and diluted		508,110,000			508,110,000

* Less than $0.01 per share

*The ~~Less~~accompanying ~~than~~notes ~~$0.01~~are ~~per~~an ~~share~~ integral part of these unaudited condensed consolidated financial statements.

~~The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.~~5

6Table of Contents

~~Table~~PORTER HOLDING ofINTERNATIONAL, ~~Contents~~INC.

~~PORTER HOLDING~~CONDENSED ~~INTERNATIONAL,~~CONSOLIDATED ~~INC.~~STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

~~CONDENSED~~FOR ~~CONSOLIDATED~~THE ~~STATEMENTS~~THREE OFAND ~~CHANGES~~SIX INMONTHS ~~STOCKHOLDERS’~~ENDED ~~DEFICIT~~JUNE 30, 2020 and 2019

~~FOR THE THREE MONTHS ENDED March 31, 2020 and 2019~~(Unaudited)

(~~Unaudited~~In U.S. dollars)

(In U.S. dollars)

	Common stock				Additional					Accumulated other			Non-
	Number				paid-in		Accumulated			comprehensive			controlling			Total
	of shares		Amount		capital		deficit			income (loss)			interests			Deficit
Balance at December 31, 2018		508,110,000	$	508,110	$	400,561	$	(1,626,596	)	$	93,674		$	55,817		$	(568,434	)

Net (loss) income		-		-		-		(369,415	)		-			8,229			(361,186	)

Capital contribution		-		-		125,353		-			-			-			125,353

Foreign currency translation adjustment		-		-		-		-			(16,122	)		1,408			(14,714	)

Balance at March 31, 2019		508,110,000		508,110		525,914		(1,996,011	)		77,552			65,454			(818,981	)

Net income (loss)		-		-		-		59,881			-			(4,913	)		54,968

Foreign currency translation adjustment		-		-		-		-			20,936			(1,362	)		19,574

Balance at June 30, 2019		508,110,000	$	508,110	$	525,914	$	(1,936,130	)	$	98,488		$	59,179		$	(744,439	)

	Common stock				Additional					Accumulated other			Non-
	Number				paid-in		Accumulated			comprehensive			controlling
	of shares		Amount		capital		deficit			income (loss)			interests			Total
Balance at December 31, 2018		508,110,000	$	508,110	$	400,561	$	(1,626,596	)	$	93,674		$	55,817		$	(568,434	)
Balance at December 31, 2019		508,110,000	$	508,110	$	1,077,986	$	(2,200,932	)	$	92,800		$	182,406		$	(339,630	)
Net (loss) income		-		-		-		(369,415	)		-			8,229			(361,186	)
Net loss		-		-		-		(552,067	)		-			(2,697	)		(554,764	)
Capital contribution		-		-		125,353		-			-			-			125,353
Foreign currency translation adjustment		-		-		-		-			23,030			(3,027	)		20,003
Foreign currency translation adjustment		-		-		-		-			(16,122	)		1,408			(14,714	)
Balance at March 31, 2020		508,110,000		508,110		1,077,986		(2,752,999	)		115,830			176,682			(874,391	)
Balance at March 31, 2019		508,110,000	$	508,110	$	525,914	$	(1,996,011	)	$	77,552		$	65,454		$	(818,981	)
Net loss		-		-		-		(342,512	)		-			(16,831	)		(359,343	)
Foreign currency translation adjustment		-		-		-		-			(5,485	)		451			(5,034	)
Balance at June 30, 2020		508,110,000	$	508,110	$	1,077,986	$	(3,095,511	)	$	110,345		$	160,302		$	(1,238,768	)

	Common stock				Additional					Accumulated other		Non-
	Number				paid-in		Accumulated			comprehensive		controlling
	of shares		Amount		capital		deficit			income (loss)		interests			Total
Balance at December 31, 2019		508,110,000	$	508,110	$	1,077,986	$	(2,200,932	)	$	92,800	$	182,406		$	(339,630	)
Net loss		-		-		-		(552,067	)		-		(2,697	)		(554,764	)
Foreign currency translation adjustment		-		-		-		-			23,030		(3,027	)		20,003
Balance at March 31, 2020		508,110,000	$	508,110	$	1,077,986	$	(2,752,999	)	$	115,830	$	176,682		$	(874,391	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

~~The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.~~6

7Table of Contents

~~Table~~PORTER ofHOLDING ~~Contents~~INTERNATIONAL, INC.

~~PORTER~~CONDENSED ~~HOLDING~~CONSOLIDATED ~~INTERNATIONAL,~~STATEMENTS ~~INC.~~OF CASH FLOWS

~~CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS~~(Unaudited)

(~~Unaudited~~In U.S. dollars)

(In U.S. dollars)

	Six Months Ended June 30,
	2020			2019

Cash flows from operating activities
Net loss	$	(914,107	)	$	(306,218	)
Adjustments to reconcile net loss to cash used in operating activities:
Depreciation and amortization		26,591			11,944
Impairment on goodwill		33,954			-
Impairment on intangible asset		17,691			-
Gain on disposal of property, plant and equipment		-			(51	)
Amortization of operating lease right-of-use assets		150,604			100,915
Bad debt expense		162,831			17,006
Changes in assets and liabilities
Accounts receivable		1,188			(623,243	)
Prepayments and other receivables		5,653			(14,653	)
Operating lease liabilities		(155,600	)		(105,966	)
Accounts payable		(4,421	)		(91	)
Accruals and other payable		97,444			138,927
Deferred revenue		74,991			35,842
Tax payable		(41,359	)		28,689
Net cash used in operating activities		(544,540	)		(716,899	)

Cash flows from investing activities
Purchase of equipment		(1,379	)		(1,137	)
Purchase of intangible asset		(19,908	)		-
Net cash used in investing activities		(21,287	)		(1,137	)

Cash flows from financing activities
Repayment to related parties		-			(4,422	)
Advances from shareholders		1,407,975			3,906,022
Repayment to shareholders		(1,076,193	)		(3,355,088	)
Net cash provided by financing activities		331,782			546,512

Effect of exchange rates on cash		72,780			(6,883	)

Net decrease in cash		(161,265	)		(178,407	)

Cash at beginning of period		224,733			728,121

Cash at end of period	$	63,468		$	549,714

Supplemental of cash flow information
Cash paid for interest expenses	$	-		$	-
Cash paid for income tax	$	-		$	-
Non-cash financing activities:
Operating lease asset obtained in exchange for operating lease obligation	$	-		$	1,032,608
Capital contribution	$	-		$	125,353

	Three Months Ended March 31,
	2020			2019
Cash flows from operating activities
Net loss	$	(554,764	)	$	(361,186	)
Adjustments to reconcile net loss to cash used in operating activities:
Depreciation and amortization		13,432			5,994
Gain on disposal of equipment		-			(51	)
Amortization of operating lease right-of-use assets		75,102			50,218
Allowance (recovery) for doubtful accounts		164,082			(6,097	)
Changes in assets and liabilities
Accounts receivable		(941	)		(185,789	)
Prepayments and other receivables		(29,508	)		(17,185	)
Operating lease liabilities		(77,359	)		(52,758	)
Accounts payable		(5,713	)		78,719
Accruals and other payables		109,735			148,812
Deferred revenue		42,410			241,921
Tax payable		(19,858	)		11,391
Net cash used in operating activities		(283,382	)		(86,011	)
Cash flows from investing activities
Purchase of equipment		(21,078	)		(1,144	)
Net cash used in investing activities		(21,078	)		(1,144	)
Cash flows from financing activities
Advances from related parties		-			3,848
Repayments to related parties		-			(4,448	)
Advances from shareholders		1,002,142			1,411,933
Repayments to shareholders		(818,933	)		(1,339,937	)
Net cash provided by financing activities		183,209			71,396
Effect of exchange rates on cash		39,247			(32,182	)
Net decrease in cash		(82,004	)		(47,941	)
Cash at beginning of period		224,733			728,121
Cash at end of period	$	142,729		$	680,180
Supplemental of cash flow information
Cash paid for interest expenses	$	-		$	-
Cash paid for income tax	$	-		$	-
Non-cash financing activities:
Operating lease asset obtained in exchange for operating lease obligation	$	-		$	1,032,608
Capital contribution	$	-		$	125,353

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

~~The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.~~7

8Table of Contents

~~Table~~PORTER ofHOLDING ~~Contents~~INTERNATIONAL, INC.

~~PORTER~~NOTES ~~HOLDING~~TO ~~INTERNATIONAL,~~CONDENSED ~~INC.~~CONSOLIDATED FINANCIAL STATEMENTS

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~(Unaudited)

(~~Unaudited~~In U.S. dollars)

~~(In U~~1.S. ~~dollars)~~ ORGANIZATION AND BUSINESS

1Porter Holding International, Inc. ~~ORGANIZATION~~(formerly ~~AND~~known ~~BUSINESS~~as Uni Line Corp., “ULNV” or the “Company”) was incorporated in the State of Nevada on September 5, 2013.

~~Porter~~As ~~Holding~~of ~~International~~June 30, ~~Inc.~~2020, ~~(formerly~~the ~~known~~Company ashas ~~Uni~~subsidiaries ~~Line~~incorporated ~~Corp.,~~in ~~“ULNV”~~countries orand jurisdictions including the People’s Republic of China (“~~Company~~PRC”), ~~was~~Hong ~~incorporated~~Kong, inand Seychelles As of December 31, 2019, the ~~State~~Company also effectively controls a number of ~~Nevada~~variable oninterest ~~September~~entities 5(“VIEs”) through the Primary Beneficiaries, ~~2013~~as defined below. The VIEs include:

~~As of March 31, 2020, the Company has subsidiaries incorporated in countries and jurisdictions including the People’s Republic of China~~ (~~“PRC”~~a), Shenzhen ~~Hong~~Porter ~~Kong,~~Warehouse ~~and~~E-Commerce ~~Seychelles~~Co. AsLtd. ~~of December 31, 2019, the Company also effectively controls a number of variable interest entities~~ (“~~VIEs~~Porter E-Commerce”) ~~through the Primary Beneficiaries, as defined below. The VIEs include:~~;

(ab) Shenzhen ~~Porter~~Yihuilian ~~Warehouse~~Information ~~E-Commerce~~Consulting Co. Ltd. (“Porter ~~E-Commerce~~Consulting”); and

(bc) Shenzhen ~~Yihuilian~~Porter ~~Information~~Commercial ~~Consulting~~Perspective Network Co. Ltd. (“Porter ~~Consulting~~Commercial”)~~; and~~.

~~(c) Shenzhen~~As ~~Porter~~a ~~Commercial~~result ~~Perspective~~of ~~Network~~the ~~Co.~~above ~~Ltd~~contractual arrangements, or the Contractual Arrangements, PGL has substantial control over the VIE Entities’ daily operations and financial affairs, election of their senior executives and all matters requiring shareholder approval. Furthermore, as the primary beneficiary of the VIE Entities, the Company is entitled to consolidate the financial results of the VIE Entities in its own consolidated financial statements under Financial Accounting Standards Board Accounting Standard Codification (“~~Porter Commercial~~ASC”) Topic 810 and related subtopics related to the consolidation of variable interest entities, or ASC Topic 810.

AsIn aAugust ~~result~~2019, ofPorter ~~the~~E-Commerce ~~above~~acquired ~~contractual~~60% ~~arrangements,~~of or the ~~Contractual~~equity ~~Arrangements,~~interest ~~PGL~~in ~~has~~Shenzhen ~~substantial~~Qianhai ~~control~~Maihuolang ~~over~~E-commerce ~~the~~Co., ~~VIE~~Ltd. ~~Entities’~~(“Maihuolang ~~daily~~E-commerce”), ~~operations~~which ~~and~~is ~~financial~~engaged ~~affairs,~~in ~~election~~the business of ~~their~~online ~~senior~~E-commerce ~~executives~~(See ~~and~~Note ~~all~~3 ~~matters~~– ~~requiring~~Business ~~shareholder approval~~combinations). ~~Furthermore,~~In asOctober 2019, the ~~primary~~shareholders ~~beneficiary~~ of ~~the~~Maihuolang ~~VIE~~E-commerce ~~Entities,~~resolved that the ~~Company~~registered iscapital ~~entitled~~from toRMB ~~consolidate~~5,000,000 ~~the~~($718,205) ~~financial~~to ~~results~~RMB of5,263,157 ~~the~~($756,005), ~~VIE~~and ~~Entities~~such increase in ~~its~~registered ~~own~~capital ~~consolidated~~would ~~financial~~be ~~statements~~contributed ~~under~~by ~~Financial~~the ~~Accounting~~non-controlling ~~Standards~~interest ~~Board~~shareholder. ~~Accounting~~Consequently, ~~Standard~~the ~~Codification~~equity ~~(“ASC”)~~interest ~~Topic~~in ~~810~~Maihuolang ~~and~~E-commerce ~~related~~owned ~~subtopics~~by ~~related to~~ the ~~consolidation~~Company ofwas ~~variable~~changed ~~interest~~to ~~entities, or ASC Topic 810~~57%.

InThe ~~August~~Company ~~2019,~~and ~~Porter~~its ~~E-Commerce~~subsidiaries ~~acquired~~and ~~60%~~VIE ofentities ~~the~~(collectively ~~equity~~referred ~~interest~~to inas ~~Shenzhen~~the ~~Qianhai Maihuolang E-commerce Co., Ltd. (~~“~~Maihuolang E-commerce~~Company”), ~~which~~focus isits ~~engaged in the~~ business ofas ~~online~~an ~~E-commerce~~innovative O2O (~~See~~Online ~~Note~~to ~~3 – Business combinations~~Offline). Inbusiness ~~October~~platform ~~2019,~~operator ~~the~~covering ~~shareholders~~both ofonline ~~Maihuolang~~ E-commerce ~~resolved~~and ~~that~~offline ~~the~~commercial ~~registered~~chain ~~capital~~entity ~~from~~of ~~RMB~~three ~~5,000,000~~dimensional ~~($718,205)~~synchronous tooperation ~~RMB~~together ~~5,263,157~~with ~~($756,005),~~integrated ~~and~~comprehensive ~~such~~services ~~increase~~for inmerchant ~~registered~~clients, ~~capital~~service ~~would~~income befrom ~~contributed~~organizing byand ~~the~~delivering ~~non-controlling~~an ~~interest~~event ~~shareholder.~~and ~~Consequently~~forum, ~~the~~and ~~equity~~third-party ~~interest~~payment inservice. ~~Maihuolang~~The ~~E-commerce~~Company ~~owned~~provides byinvestment ~~the~~and ~~Company~~corporate ~~was~~management ~~changed~~consulting services to ~~57%~~its clients.

The Company and its subsidiaries and VIE entities (collectively referred to as the “Company”) focus its business as an innovative O2O (Online to Offline) business platform operator covering both online E-commerce and offline commercial chain entity of three dimensional synchronous operation together with integrated comprehensive services for merchant clients, service income from organizing and delivering an event and forum, and third-party payment service2. ~~Starting~~SUMMARY ~~from~~OF ~~the~~SIGNIFICANT ~~second~~ACCOUNTING ~~quarter of 2018, the Company provides investment and corporate management consulting services to its clients.~~POLICIES

2.Basis ~~SUMMARY~~of ~~OF SIGNIFICANT ACCOUNTING POLICIES~~Presentation

~~Basis~~The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with United States of ~~Presentation~~America generally accepted accounting principles (“U.S. GAAP”). The unaudited condensed consolidated financial statements include the financial statements of the Company and its subsidiaries and its variable interest entities. All significant inter-company transactions and balances have been eliminated in consolidation.

The ~~accompanying~~interim unaudited condensed consolidated financial ~~statements~~information as of June 30, 2020 and December 31, 2019, and for the three and six months periods ended June 30, 2020 and 2019 have been prepared inwithout ~~accordance~~audit, ~~with~~pursuant ~~United~~to ~~States~~the rules and regulations of ~~America~~the ~~generally~~Securities ~~accepted~~and ~~accounting~~Exchange ~~principles~~Commission (“SEC”). Certain information and footnote disclosures, which are normally included in consolidated financial statements prepared in accordance with U.S. GAAP”) have not been included. The interim unaudited condensed consolidated financial ~~statements~~information ~~include~~should ~~the~~be ~~financial~~read ~~statements~~in ofconjunction with the ~~Company~~Consolidated Financial Statements and ~~its~~the ~~subsidiaries~~notes ~~and~~thereto, ~~its~~included ~~variable~~in ~~interest~~the ~~entities.~~Company’s ~~All~~Annual ~~significant~~Report ~~inter~~on Form 10-~~company~~K ~~transactions~~for ~~and~~the ~~balances~~year ~~have~~ended ~~been~~December ~~eliminated~~31, in2019, ~~consolidation~~previously filed with the SEC on May 1, 2020.

~~The~~In ~~interim~~the ~~condensed~~opinion ~~consolidated financial information as~~ of ~~March 31~~management, ~~2020,~~all ~~and~~adjustments ~~for the three months periods ended March 31, 2020~~ and ~~2019~~disclosures ~~have~~necessary ~~been~~for ~~prepared~~a ~~without~~fair ~~audit,~~presentation ~~pursuant to the rules and regulations~~ of ~~the~~these ~~Securities~~unaudited ~~and~~condensed ~~Exchange~~consolidated ~~Commission~~financial ~~(“SEC”). Certain information and footnote disclosures~~statements, which are ~~normally~~of ~~included~~a innormal ~~consolidated~~and ~~financial~~recurring ~~statements~~nature, ~~prepared in accordance with U.S. GAAP~~ have ~~not~~ been included. The ~~interim~~results ~~condensed~~reported ~~consolidated financial information should be read~~ in ~~conjunction with~~ the ~~Consolidated~~condensed ~~Financial~~consolidated ~~Statements~~financial ~~and~~statements ~~the~~for ~~notes~~any ~~thereto,~~interim ~~included~~periods inare ~~the~~not ~~Company’s~~necessarily ~~Annual~~indicative ~~Report~~of ~~on Form 10-K for~~ the ~~year~~results ~~ended~~that ~~December~~may ~~31,~~be ~~2019,~~reported ~~previously~~for ~~filed with~~ the ~~SEC~~entire ~~on May 1, 2020~~year.

In the opinion of management, all adjustments and disclosures necessary for a fair presentation of these condensed consolidated financial statements, which are of a normal and recurring nature, have been included. The results reported in the condensed consolidated financial statements for any interim periods are not necessarily indicative of the results that may be reported for the entire year.8

9Table of Contents

~~Table~~PORTER ofHOLDING ~~Contents~~INTERNATIONAL, INC.

~~PORTER~~NOTES ~~HOLDING~~TO ~~INTERNATIONAL,~~CONDENSED ~~INC.~~CONSOLIDATED FINANCIAL STATEMENTS

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~(Unaudited)

(~~Unaudited~~In U.S. dollars)

~~(In~~Going ~~U.S. dollars)~~ Concern

~~Going~~The ~~Concern~~accompanying unaudited condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company has incurred net loss of $914,107 during the six-month period ended June 30, 2020, resulting in an accumulated deficit of $3,095,511 as of June 30, 2020, and it currently has net working capital deficit of $1,879,005. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they become due. The Company may have to rely on additional debt financing, loans from existing directors and shareholders and private placements of capital stock for additional funding. There can be no assurance that the Company will be successful in its plans described above or in attracting equity or alternative financing on acceptable terms, or if at all.

~~The~~In ~~accompanying~~March ~~condensed~~2020 ~~consolidated~~the ~~financial~~World ~~statements~~Health ~~have~~Organization ~~been~~declared ~~prepared~~coronavirus ~~assuming~~COVID-19 ~~the Company will continue as~~ a ~~going~~global ~~concern~~pandemic. The ~~Company~~COVID-19 pandemic has ~~incurred~~negatively ~~net~~impacted ~~loss of $554,764 during~~ the ~~three-month~~global ~~period ended March 31~~economy, workforces, ~~2020~~customers, and ~~resulting~~created insignificant anvolatility ~~accumulated~~and ~~deficit~~disruption of ~~$2,752,999~~financial asmarkets. ofIt ~~March 31, 2020, and it currently~~ has ~~net~~also ~~working~~disrupted ~~capital~~the ~~deficit~~normal operations of $1many businesses,~~576,142.~~ ~~These~~including ~~conditions raise substantial doubt about~~ the Company’s ~~ability to continue as a going concern~~. ~~The~~This ~~ability~~outbreak tocould ~~continue~~decrease asspending, aadversely ~~going~~affect ~~concern~~demand isfor ~~dependent upon~~ the Company’s ~~generating~~services ~~profitable operations in the future~~ and~~/or~~ ~~obtaining~~harm ~~the necessary financing to meet~~ its ~~obligations~~business and ~~repay~~results ~~its~~of ~~liabilities arising from normal business~~ operations. ~~when~~It ~~they~~is ~~become~~not ~~due.~~possible ~~The~~for the Company ~~may have~~ to ~~rely~~predict onthe ~~additional~~duration ~~debt~~or ~~financing,~~magnitude ~~loans~~of ~~from~~the ~~existing~~adverse ~~directors~~results ~~and shareholders and private placements~~ of ~~capital stock for additional funding. There can be no assurance that~~ the ~~Company~~outbreak ~~will~~and beits ~~successful~~effects inon its ~~plans~~business ~~described above~~ or inresults ~~attracting~~of ~~equity~~operations ~~or alternative financing on acceptable terms, or if~~ at ~~all~~this time.

InThese ~~March~~unaudited ~~2020~~condensed ~~the~~consolidated ~~World~~financial ~~Health~~statements ~~Organization~~do ~~declared~~not ~~coronavirus~~include ~~COVID-19~~any aadjustments ~~global~~to ~~pandemic. The COVID-19 pandemic has negatively impacted~~ the ~~global~~recoverability ~~economy, workforces, customers,~~ and ~~created~~classification ~~significant volatility and disruption~~ of ~~financial~~recorded ~~markets.~~asset Itamounts ~~has~~and ~~also~~classification ~~disrupted the normal operations~~ of ~~many~~liabilities ~~businesses,~~that ~~including~~might ~~the~~be ~~Company’s.~~necessary ~~This~~should ~~outbreak could decrease spending, adversely affect demand for~~ the Company’s ~~services~~be ~~and~~unable ~~harm its business and results of operations. It is not possible for the Company~~ to ~~predict~~continue ~~the~~as ~~duration~~a orgoing ~~magnitude of the adverse results of the outbreak and its effects on its business or results of operations at this time~~concern.

~~These~~Use ~~condensed consolidated financial statements do not include any adjustments to the recoverability and classification~~ of ~~recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.~~Estimates

~~Use~~The preparation of ~~Estimates~~these unaudited condensed consolidation financial statements requires management of the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, costs and expenses, and related disclosures. On an on-going basis, the Company evaluates its estimates based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Identified below are the accounting policies that reflect the Company’s most significant estimates and judgments, and those that the Company believes are the most critical to fully understanding and evaluating its condensed consolidated financial statements.

The ~~preparation~~COVID-19 ofpandemic ~~these~~has ~~condensed~~created ~~consolidation~~and ~~financial~~may ~~statements~~continue ~~requires~~to ~~management~~create ofsignificant ~~the~~uncertainty ~~Company~~in tomacroeconomic ~~make~~conditions, ~~estimates~~which may ~~and~~cause ~~judgments~~further ~~that~~business ~~affect~~slowdowns ~~the~~or ~~reported~~shutdowns, ~~amounts~~depress ofdemand ~~assets,~~for ~~liabilities,~~the ~~revenues~~Company’s business, ~~costs~~ and ~~expenses,~~adversely ~~and~~impact ~~related~~its ~~disclosures~~results of operations. During Onthe three months anended June ~~on-going~~30, ~~basis~~2020, the Company ~~evaluates~~faced increasing uncertainties around its estimates ~~based~~of onrevenue ~~historical~~collectability ~~experience~~ and onaccounts ~~various~~receivable ~~other~~credit ~~assumptions~~losses. ~~that~~The ~~are~~Company ~~believed~~expects touncertainties bearound ~~reasonable~~its ~~under~~key ~~the~~accounting ~~circumstances,~~estimates ~~the~~to ~~results~~continue ofto ~~which~~evolve ~~form~~depending ~~the~~on ~~basis for making judgments about~~ the ~~carrying~~duration ~~values of assets~~ and ~~liabilities~~degree ~~that~~of ~~are~~impact ~~not~~associated ~~readily~~with ~~apparent~~the ~~from~~COVID-19 ~~other sources~~pandemic. ~~Actual~~Its ~~results~~estimates may ~~differ~~change ~~from~~as ~~these~~new ~~estimates~~events ~~under~~occur ~~different~~and ~~assumptions~~additional orinformation ~~conditions. Identified below are the accounting policies that reflect the Company’s most significant estimates and judgments~~emerges, and ~~those~~such ~~that~~changes ~~the Company believes~~ are ~~the~~recognized ~~most~~or ~~critical~~disclosed toin ~~fully understanding and evaluating~~ its unaudited condensed consolidated financial statements.

~~The~~VIE COVID-19 pandemic has created and may continue to create significant uncertainty in macroeconomic conditions, which may cause further business slowdowns or shutdowns, depress demand for the Company’s business, and adversely impact its results of operations. During the three months ended March 31, 2020, the Company faced increasing uncertainties around its estimates of revenue collectability and accounts receivable credit losses. The Company expects uncertainties around its key accounting estimates to continue to evolve depending on the duration and degree of impact associated with the COVID-19 pandemic. Its estimates may change as new events occur and additional information emerges, and such changes are recognized or disclosed in its consolidated financial statements.Consolidation

~~VIE~~The ~~Consolidation~~Company’s VIEs with the exception of Weifang Portercity, are wholly owned by Mr. Zonghua Chen and Ms. Xiaomei Xiong as nominee shareholders. For the consolidated VIEs, management made evaluations of the relationships between the Company and the VIEs and the economic benefit flow of contractual arrangements with the VIEs. In connection with such evaluation, management also took into account the fact that, as a result of such contractual arrangements, the Company controls the shareholders’ voting interests in these VIEs. As a result of such evaluation, management concluded that the Company is the primary beneficiary of its consolidated VIEs.

The Company’s VIEs with the exception of Weifang Portercity, are wholly owned by Mr. Zonghua Chen and Ms. Xiaomei Xiong as nominee shareholders. For the consolidated VIEs, management made evaluations of the relationships between the Company and the VIEs and the economic benefit flow of contractual arrangements with the VIEs. In connection with such evaluation, management also took into account the fact that, as a result of such contractual arrangements, the Company controls the shareholders’ voting interests in these VIEs. As a result of such evaluation, management concluded that the Company is the primary beneficiary of its consolidated VIEs.9

~~PRC~~Table ~~laws and regulations prohibit or restrict foreign ownership~~ of companies that operate Internet information and content, Internet access, online games, mobile, value added telecommunications and certain other businesses in which the Company is engaged or could be deemed to be engaged. Consequently, the Company conducts certain of its operations and businesses in the PRC through its VIEs. The Company consolidates all of the VIEs of which the Company is the primary beneficiary.Contents

10PORTER HOLDING INTERNATIONAL, INC.

~~Table~~NOTES ofTO ~~Contents~~CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~PORTER HOLDING INTERNATIONAL, INC.~~(Unaudited)

~~NOTES~~(In TOU.S. ~~CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~dollars)

~~(Unaudited)~~PRC laws and regulations prohibit or restrict foreign ownership of companies that operate Internet information and content, Internet access, online games, mobile, value added telecommunications and certain other businesses in which the Company is engaged or could be deemed to be engaged. Consequently, the Company conducts certain of its operations and businesses in the PRC through its VIEs. The Company consolidates all of the VIEs of which the Company is the primary beneficiary.

The following financial information of the Company’s consolidated VIEs (Inincluding ~~U.S.~~subsidiary ~~dollars~~of VIEs) is included in the accompanying condensed consolidated financial statements:

The following financial information of the Company’s consolidated VIEs (including subsidiary of VIEs) is included in the accompanying condensed consolidated financial statements:

	June 30, 2020		December 31, 2019
ASSETS
CURRENT ASSETS
Cash	$	49,935	$	203,037
Accounts receivable, net		842,894		1,021,078
Prepayments and other receivables		89,925		94,116
Due from shareholders		283,082		-
Amount due from the Company and its non-VIE subsidiaries (1)		313,364		205,856
Total current assets		1,579,200		1,524,087

NON-CURRENT ASSETS
Long term rental deposit		63,011		63,946
Long term prepayment		2,695		5,589
Equipment, net		39,792		48,566
Intangible assets, net		238,759		257,141
Operating lease right-of-use assets		728,792		891,733
Goodwill		-		34,297
Total non-current assets		1,073,049		1,301,272

TOTAL ASSETS	$	2,652,249	$	2,825,359

CURRENT LIABILITIES
Accounts payable	$	128,426	$	134,798
Accruals and other payables		485,475		99,836
Deferred revenue		358,756		288,330
Tax payable		91,263		134,394
Amounts due to shareholders of the Company		1,925,290		1,618,720
Operating lease liability - current		325,596		323,403
Total current liabilities		3,314,806		2,599,481

NON-CURRENT LIABILITIES
Operating lease liability - non-current		433,960		604,597
TOTAL LIABILITIES	$	3,748,766	$	3,204,078

	March 31, 2020		December 31, 2019
ASSETS
CURRENT ASSETS
Cash	$	117,714	$	203,037
Accounts receivable, net		843,132		1,021,078
Prepayments and other receivables		123,890		94,116
Amount due from the Company and its non-VIE subsidiaries (1)		275,257		205,856
Total current assets		1,359,993		1,524,087
NON-CURRENT ASSETS
Long term rental deposit		62,871		63,946
Long term prepayment		3,221		5,589
Equipment, net		43,975		48,566
Intangible assets, net		264,230		257,141
Operating lease right-of-use assets		802,729		891,733
Goodwill		33,721		34,297
Total non-current assets		1,210,747		1,301,272
TOTAL ASSETS	$	2,570,740	$	2,825,359
CURRENT LIABILITIES
Accounts payable	$	126,902	$	134,798
Accruals and other payables		230,983		99,836
Deferred revenue		325,282		288,330
Tax payable		112,565		134,394
Amounts due to shareholders of the Company		1,772,081		1,618,720
Operating lease liability - current		325,920		323,403
Total current liabilities		2,893,733		2,599,481
NON-CURRENT LIABILITIES
Operating lease liability - non-current		510,243		604,597
TOTAL LIABILITIES	$	3,403,976	$	3,204,078

(1) Amount due from the Company and its non-VIE subsidiaries consists of intercompany from other non-VIE subsidiaries within the Company.

~~(1) Amount due from the Company and its non-VIE subsidiaries consists of intercompany from other non-VIE subsidiaries within the Company.~~ 10

11Table of Contents

~~Table~~PORTER ofHOLDING ~~Contents~~INTERNATIONAL, INC.

~~PORTER~~NOTES ~~HOLDING~~TO ~~INTERNATIONAL,~~CONDENSED ~~INC.~~CONSOLIDATED FINANCIAL STATEMENTS

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~(Unaudited)

(~~Unaudited~~In U.S. dollars)

(In U.S. dollars)

	Three months ended June 30,					Six months ended June 30,
	2020			2019		2020			2019

Net revenue	$	43,601		$	962,833	$	420,914		$	1,354,531
Net (loss) income	$	(242,260	)	$	128,785	$	(707,193	)	$	(470,552	)

	Three months ended March 31,
	Six months ended June 30,
	2020			2019
Net revenue	$	377,313		$	391,698
Net cash used in operating activities	$	(350,296	)	$	(539,104	)
Net loss	$	(464,933	)	$	(599,337	)
Net cash used in investing activities		(21,287	)		(1,137	)
Net cash provided by financing activities		220,748			544,084

	Three months ended March 31,
	2020			2019
Net cash used in operating activities	$	(171,314	)	$	(36,530	)
Net cash used in investing activities		(21,078	)		(1,144	)
Net cash provided by financing activities		109,283			172,083

Revenue Recognition

~~Revenue~~The ~~Recognition~~Company recognizes revenues when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. The Company recognizes revenues following the five step model prescribed under Accounting Standards Update (“ASU”) No. 2014-09: (i) identify contract(s) with a customer: Due to impact of COVID-19, the Company, starting from first quarter of 2020, determines to receive cash prior to performing investment and corporate management consulting services in order to ensure probable collection of consideration and hence existence of a contract; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenues when (or as) the Company satisfies the performance obligation.

~~The~~Revenues ~~Company~~are ~~recognizes~~recognized ~~revenues~~ when ~~its customer obtains~~ control of the promised goods or services, inis antransferred ~~amount~~to ~~that reflects~~ the ~~consideration~~customers, which ~~the~~may ~~Company~~occur ~~expects~~at toa ~~receive~~point in ~~exchange~~time ~~for those goods~~ or ~~services.~~over ~~The~~time ~~Company~~depending ~~recognizes~~on ~~revenues following~~ the ~~five~~terms ~~step~~and ~~model~~conditions ~~prescribed under Accounting Standards Update (“ASU”) No. 2014-09: (i) identify contract(s) with a customer: Due to impact~~ of ~~COVID-19,~~ the ~~Company~~agreement, ~~starting from first quarter of 2020, determines to receive cash prior to performing investment and corporate management consulting services~~ in ~~order~~an toamount ~~ensure~~that ~~probable~~reflects ~~collection~~the of consideration ~~and hence existence of a contract; (ii) identify~~ the ~~performance~~Company ~~obligations~~expect into ~~the~~be ~~contract;~~entitled ~~(iii) determine the transaction price; (iv) allocate the transaction price~~ to ~~the performance obligations~~ in ~~the~~exchange ~~contract;~~for ~~and~~those ~~(v)~~goods ~~recognize revenues when (~~or ~~as) the Company satisfies the performance obligation~~services.

~~Revenues~~The ~~are~~Company ~~recognized~~via ~~when~~Porter ~~control~~Consulting earns commissions of ~~the~~$11,145 ~~promised~~and ~~goods~~$23,595 orfor ~~services~~the isthree ~~transferred~~and tosix ~~the~~months ~~customers~~ended June 30, ~~which~~2020 ~~may~~respectively, ~~occur~~primarily atfrom a ~~point~~third-party inpayment ~~time~~service orprovider ~~over~~when ~~time~~China ~~depending~~UnionPay oncard ~~the~~transactions ~~terms~~are completed and ~~conditions~~settled. Commissions of ~~the~~$22,303 ~~agreement~~and $48,101 infor anthe ~~amount~~three ~~that~~and ~~reflects~~six ~~the~~months ~~consideration~~ended ~~the~~June ~~Company~~30, ~~expect~~2019 torespectively. beRevenue ~~entitled~~related to commissions is recognized in ~~exchange~~the ~~for~~statement ~~those~~of ~~goods~~operation orat ~~services~~the time when the underlying transaction is completed.

The ~~Company~~third-party ~~via~~payment ~~Porter~~provider ~~Consulting~~is ~~earns~~a ~~commissions~~China ofUnionPay ~~$12,450~~card acquiring institution and ~~$25,798~~earns ~~for~~processing ~~the~~fees ~~three~~from ~~months~~China ~~ended~~UnionPay ~~March~~card ~~31,~~transactions. ~~2020~~The ~~and~~Company’s ~~2019~~performance ~~respectively~~obligation is to promote, ~~primarily~~via ~~from~~Porter aConsulting, ~~third-party~~the payment service ~~provider~~of ~~when~~the ~~China~~third-party ~~UnionPay~~payment ~~card~~service ~~transactions~~provider ~~are~~to ~~completed~~merchants ~~and~~in ~~settled.~~Shenzhen, ~~Revenue~~for ~~related~~which tothe ~~commissions~~Company isshares ~~recognized~~a inportion of the ~~statement~~processing offees ~~operation~~earned atby the ~~time~~third-party ~~when~~payment ~~the~~service ~~underlying~~provider ~~transaction~~from isChina ~~completed~~UnionPay, as commission.

The ~~third-party~~Company ~~payment~~via ~~provider~~Portercity isprovides avarious ~~China~~consulting ~~UnionPay~~services ~~card~~to ~~acquiring~~its ~~institution~~clients, ~~and~~especially ~~earns processing fees from China UnionPay card transactions. The Company’s performance obligation is~~ to ~~promote,~~those ~~via~~who ~~Porter~~have ~~Consulting,~~ the ~~payment~~intention ~~service~~to ofbe ~~the~~publicly ~~third-party~~listed ~~payment service provider to merchants~~ in ~~Shenzhen, for which~~ the ~~Company~~stock ~~shares~~exchanges ain ~~portion of~~ the ~~processing~~United ~~fees~~States ~~earned~~and byother ~~the~~countries. ~~third-party~~The ~~payment~~Company ~~service~~categorizes ~~provider~~its ~~from~~consulting ~~China~~services ~~UnionPay,~~into asthree ~~commission.~~phases:

~~Starting~~Phase ~~from~~I ~~the~~consulting ~~second~~services ~~quarter~~primarily ofinclude ~~2018,~~due ~~the~~diligence ~~Company~~review, ~~via~~market ~~Portercity~~research ~~provides~~and ~~various~~feasibility ~~consulting~~study, ~~services~~business toplan ~~its clients~~drafting, ~~especially~~accounting torecord ~~those~~review, ~~who~~and ~~have~~business ~~the~~analysis ~~intention~~and torecommendations beetc. ~~publicly~~Management ~~listed~~estimates inthat ~~the~~Phase ~~stock~~I ~~exchanges~~normally intakes ~~the~~around ~~United~~three ~~States~~months ~~and~~to ~~other~~complete ~~countries.~~based ~~The~~on ~~Company categorizes~~ its ~~consulting~~past ~~services into three phases:~~experiences.

Phase III consulting services primarily include ~~due~~reorganization, ~~diligence~~pre-listing ~~review~~education and tutoring, ~~market~~talent ~~research~~search, legal and ~~feasibility~~audit ~~study,~~firm ~~business~~recommendation ~~plan~~and ~~drafting~~coordination, ~~accounting~~VIE ~~record~~contracts and other public-listing related documents review, merger and ~~business~~acquisition ~~analysis~~planning, investor referral and ~~recommendations~~pre-listing equity financing source identification and recommendation, independent directors and audit committee candidates recommendation; shell company identification and recommendation for customers expecting to become publicly listed through reverse merger transaction; etc. Management estimates that Phase III normally takes ~~around~~about ~~three~~five months to complete based on its past experiences.

Phase II consulting services primarily include reorganization, pre-listing education and tutoring, talent search, legal and audit firm recommendation and coordination, VIE contracts and other public-listing related documents review, merger and acquisition planning, investor referral and pre-listing equity financing source identification and recommendation, independent directors and audit committee candidates recommendation; shell company identification and recommendation for customers expecting to become publicly listed through reverse merger transaction; etc. Management estimates that Phase II normally takes about five months to complete based its past experiences.11

12Table of Contents

~~Table~~PORTER ofHOLDING ~~Contents~~INTERNATIONAL, INC.

~~PORTER~~NOTES ~~HOLDING~~TO ~~INTERNATIONAL,~~CONDENSED ~~INC.~~CONSOLIDATED FINANCIAL STATEMENTS

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~(Unaudited)

(~~Unaudited~~In U.S. dollars)

~~(In~~Phase UIII consulting services primarily include assistance in preparation of customers’ registration statement under IPO transactions or Form 8-K under reverse merger transactions; assistance in answering comments and questions received from regulatory agencies etc.S. ~~dollars)~~ Management believes it is very difficult to estimate the timing of this phase of service as the completion of Phase III services is not within the Company’s control.

~~Phase~~Under ~~III~~ASC ~~consulting~~Topic ~~services~~606, ~~primarily~~in ~~include~~order ~~assistance~~to inrecognize ~~preparation~~revenue, ofthe ~~customers’~~Company ~~registration~~is ~~statement~~required ~~under~~to ~~IPO~~identify ~~transactions~~an orapproved ~~Form~~contract ~~8-K~~with ~~under~~commitments ~~reverse~~to ~~merger~~perform ~~transactions;~~respective ~~assistance~~obligations, identify rights of each party in ~~answering~~the ~~comments~~transaction regarding goods to be transferred, identify the payment terms for the goods transferred, verify that the contract has commercial substance and ~~questions~~verify ~~received~~that ~~from~~collection ~~regulatory~~of ~~agencies~~substantially ~~etc~~all consideration is probable. ~~Management~~Each ~~believes~~phase itof consulting services is ~~very~~standalone ~~difficult~~and fees associated with each phase are usually clearly identified in service agreements. Revenue from providing Phase I and Phase II consulting services to ~~estimate~~customers is recognized based on the ~~timing~~output methods, including surveys of ~~this~~performance ~~phase~~completed to date or milestones reached of ~~service~~each asphase only when the ~~completion~~Company ofhas an enforceable right to payment for performance completed to date. Otherwise, such revenue is recognized at a point in time when services are delivered and accepted by customers. Revenue from providing Phase III consulting services to customers is recognized upon completion of reverse merger transaction or IPO transaction, which is evidenced by filing of 8-K for reverse merger transaction or receipt of effective notice from regulatory agencies for IPO transaction. Revenue that has been billed and not ~~within~~yet recognized is reflected as deferred revenue on the ~~Company’s~~condensed ~~control~~consolidated balance sheets.

~~Under~~Depending ~~ASC~~on ~~Topic 606, in order to recognize revenue,~~ the ~~Company~~complexity ~~is required to identify an approved contract with commitments to perform respective obligations, identify rights~~ of ~~each party in~~ the ~~transaction~~underlying ~~regarding~~service ~~goods~~arrangement toand berelated ~~transferred, identify the payment~~ terms ~~for~~and ~~the~~conditions, ~~goods~~significant ~~transferred~~judgments, ~~verify~~assumptions ~~that~~and ~~the~~estimates ~~contract~~may ~~has~~be ~~commercial~~required ~~substance~~to ~~and~~determine ~~verify~~when ~~that~~substantial ~~collection~~delivery of ~~substantially~~contract ~~all~~elements ~~consideration~~has isoccurred, ~~probable.~~whether ~~Each~~any ~~phase~~significant ofongoing ~~consulting~~obligations ~~services~~exist issubsequent ~~standalone~~to ~~and~~contract ~~fees~~execution, ~~associated~~whether ~~with~~amounts ~~each~~due ~~phase~~ are ~~usually~~collectible ~~clearly identified in service agreements. Revenue from providing Phase I~~ and ~~Phase~~the IIappropriate ~~consulting~~period ~~services~~or toperiods ~~customers~~in iswhich, ~~recognized~~or ~~based~~during onwhich, the ~~output~~completion ~~methods, including surveys~~ of ~~performance~~the ~~completed~~earnings toprocess ~~date~~occurs. orDepending ~~milestones~~on ~~reached of each phase only when~~ the ~~Company~~magnitude ~~has~~of anspecific ~~enforceable~~revenue ~~right~~arrangements, toadjustment ~~payment~~may ~~for~~be ~~performance~~made ~~completed~~ to ~~date.~~the ~~Otherwise~~judgments, ~~such~~assumptions ~~revenue~~and isestimates ~~recognized~~regarding atcontracts aexecuted ~~point~~ in ~~time~~any ~~when~~specific ~~services are delivered and accepted by customers~~period. ~~Revenue~~Service income from ~~providing Phase III~~ consulting services, tototaled ~~customers~~$626 isand ~~recognized~~$306,286 ~~upon~~for ~~completion~~the ofthree ~~reverse~~and ~~merger~~six ~~transaction~~months orended ~~IPO~~June ~~transaction~~30, ~~which~~2020, is ~~evidenced~~recognized bywhen ~~filing~~the ofservice ~~8-K~~is ~~for~~performed. ~~reverse~~Service ~~merger~~income ~~transaction~~from orconsulting ~~receipt~~services, oftotaled ~~effective~~$927,780 ~~notice~~and ~~from~~$1,261,010 ~~regulatory agencies~~ for ~~IPO~~the ~~transaction.~~three ~~Revenue that has been billed~~ and ~~not~~six ~~yet~~months ~~recognized~~ended isJune ~~reflected~~30, ~~as deferred revenue on the consolidated balance sheets~~2019.

~~Depending~~Regarding on the ~~complexity~~trading ofbusiness, the ~~underlying~~Company ~~service~~evaluates ~~arrangement~~whether ~~and~~it ~~related~~is ~~terms~~appropriate ~~and~~to ~~conditions,~~record ~~significant~~the ~~judgments,~~gross ~~assumptions~~amount ~~and~~of ~~estimates~~product ~~may~~sales beand ~~required~~related tocosts ~~determine~~or ~~when~~the ~~substantial~~net ~~delivery~~amount ofas ~~contract~~commissions ~~elements~~in ~~has~~accordance ~~occurred,~~with ~~whether~~ASC ~~any~~606. ~~significant~~When ~~ongoing~~the ~~obligations~~Company ~~exist~~is ~~subsequent~~primarily toobligated ~~contract~~in ~~execution~~a transaction, ~~whether~~is ~~amounts~~subject ~~due~~to ~~are~~inventory ~~collectible~~risk, ~~and~~has ~~the~~latitude ~~appropriate~~in ~~period~~establishing orprices ~~periods~~and inselecting ~~which~~suppliers, or ~~during~~has ~~which,~~several ~~the~~but ~~completion~~not all of ~~the~~these ~~earnings~~indicators, ~~process~~revenues ~~occurs.~~should ~~Depending~~be recorded on a gross basis. When the ~~magnitude~~Company ofis ~~specific~~not ~~revenue~~the ~~arrangements~~primary obligor, ~~adjustment~~does ~~may~~not bebear ~~made~~the inventory risk and does not have the ability to establish the ~~judgments~~price, ~~assumptions~~revenues ~~and~~are ~~estimates~~recorded ~~regarding~~on ~~contracts~~a ~~executed~~net basis. The Company determined that it is not the primary obligor in ~~any~~its ~~specific~~trading ~~period~~business. ~~Service~~For ~~income~~the ~~from~~three ~~consulting~~and ~~services~~six months ended June 30, ~~totaled~~2020, the Company recognized a net revenue of $~~305,660~~nil and $~~333~~11,~~230~~928, ~~for~~when control of the ~~three~~products ~~months~~has ~~period~~transferred, ~~ended~~being ~~March~~at 31the point the products are delivered to the customer and the customer has accepted the products, ~~2020~~and there is no unfulfilled obligation that could affect the customer’s acceptance of the products. For the three and six months ended June 30, 2019, isthe Company recognized ~~when~~a ~~the~~net ~~service~~revenue isof ~~performed~~$22,534 and $31,666.

~~Regarding~~Starting from the ~~trading~~first ~~business~~quarter of 2019, the Company, ~~evaluates~~via ~~whether~~PPBGL, itMaihuolang isE-commerce ~~appropriate~~and toPorter ~~record~~Commercial, ~~the~~provides ~~gross~~various ~~amount~~training ofservices ~~product~~to ~~sales~~its ~~and~~clients, primarily related ~~costs~~to ore-commerce ~~the~~platform ~~net~~operation, ~~amount~~expansion asof ~~commissions~~channels inand ~~accordance~~promotion ~~with~~strategy, ~~ASC~~and ~~606~~capital market operation,. ~~When~~via ~~the~~live ~~Company~~and isonline ~~primarily~~sessions. ~~obligated~~Under inASC aTopic ~~transaction~~606, isin ~~subject~~order to ~~inventory~~recognize ~~risk~~revenue, ~~has~~the ~~latitude~~Company inis ~~establishing~~required ~~prices~~to ~~and~~identify ~~selecting~~an ~~suppliers,~~approved orcontract ~~has~~with ~~several~~commitments ~~but~~to ~~not~~perform ~~all~~respective obligations, identify rights of ~~these~~each ~~indicators,~~party ~~revenues~~in ~~should~~the betransaction ~~recorded~~regarding ongoods ato ~~gross~~be ~~basis.~~transferred, ~~When~~identify the ~~Company~~payment isterms ~~not~~for the ~~primary~~goods ~~obligor~~transferred, ~~does~~verify ~~not~~that ~~bear~~ the ~~inventory~~contract ~~risk~~has ~~and~~commercial ~~does~~substance ~~not~~and ~~have~~verify ~~the~~that ~~ability~~collection toof ~~establish~~substantially ~~the~~all ~~price,~~consideration ~~revenues~~is ~~are~~probable. ~~recorded~~The onfees aassociated ~~net~~with ~~basis.~~the ~~The~~course ~~Company~~of ~~determined~~training ~~that~~sessions itare isclearly ~~not~~identified ~~the~~in ~~primary~~service ~~obligor~~agreements. inTraining ~~its~~service ~~trading~~revenue ~~business.~~is ~~For~~recognized at the ~~three~~time ~~months~~when ~~period~~the ~~ended~~training ~~March~~sessions ~~31,~~stipulated ~~2020~~in ~~and 2019,~~ the ~~Company~~contract ~~recognized~~are acompleted. ~~net~~The ~~revenue~~Company ofrecognized $11,~~928~~865 and $989,~~132,~~643 ~~when~~for ~~control of~~ the ~~products~~three ~~has~~and ~~transferred,~~six ~~being~~months atended ~~the~~June ~~point~~30, ~~the~~2020. ~~products~~The ~~are~~Company ~~delivered~~recognized to$126 ~~the customer~~ and ~~the~~$308,243 ~~customer~~for ~~has accepted~~ the ~~products,~~three and ~~there~~six ismonths noended ~~unfulfilled~~June ~~obligation~~30, ~~that could affect the customer’s acceptance of the products~~2019.

~~Starting~~Practical ~~from~~expedients ~~the first quarter of 2019, the Company, via PPBGL, Maihuolang E-commerce~~ and Porter Commercial, provides various training services to its clients, primarily related to e-commerce platform operation, expansion of channels and promotion strategy, and capital market operation, via live and online sessions. Under ASC Topic 606, in order to recognize revenue, the Company is required to identify an approved contract with commitments to perform respective obligations, identify rights of each party in the transaction regarding goods to be transferred, identify the payment terms for the goods transferred, verify that the contract has commercial substance and verify that collection of substantially all consideration is probable. The fees associated with the course of training sessions are clearly identified in service agreements. Training service revenue is recognized at the time when the training sessions stipulated in the contract are completed. The Company recognized $77,778 and $308,117 for the three months period ended March 31, 2020 and 2019.exemption

~~Practical~~The ~~expedients~~company has not incurred any costs to obtain contracts, and ~~exemption~~does not disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less.

~~The~~Other ~~company~~service ~~has~~income ~~not~~is ~~occurred~~earned ~~any~~when ~~costs~~services tohave ~~obtain~~been ~~contracts, and does not disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less~~rendered.

~~Other service income is earned when services have been rendered.~~12

13Table of Contents

~~Table~~PORTER ofHOLDING ~~Contents~~INTERNATIONAL, INC.

~~PORTER~~NOTES ~~HOLDING~~TO ~~INTERNATIONAL,~~CONDENSED ~~INC.~~CONSOLIDATED FINANCIAL STATEMENTS

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~(Unaudited)

(~~Unaudited~~In U.S. dollars)

~~(In~~Revenue ~~U.S.~~by ~~dollars)~~ major product line

Revenue by major product line

	For Three Months Ended June 30,				For Six Months Ended June 30,
	2020		2019		2020		2019

Investment and corporate management consulting services	$	626	$	927,780	$	306,286	$	1,261,010
Training service		11,865		126		89,643		308,243
Third-party payment service		11,145		22,303		23,595		48,101
Trading business		-		22,534		11,928		31,666
Others		20,031		12,750		39,481		45,419
	$	43,667	$	985,493	$	470,933	$	1,694,439

	For Three Months Ended March 31,
	2020		2019
Investment and corporate management consulting services	$	305,660	$	333,230
Training service		77,778		308,117
Third-party payment service		12,450		25,798
Trading business		11,928		9,132
Others		19,450		32,669
	$	427,266	$	708,946

Revenue by recognition over time vs point in time

	For Three Months Ended June 30,				For Six Months Ended June 30,
	2020		2019		2020		2019

Revenue by recognition over time	$	626	$	927,780	$	306,286	$	1,261,010
Revenue by recognition at a point in time		43,041		57,713		164,647		433,429
	$	43,667	$	985,493	$	470,933	$	1,694,439

	For Three Months Ended March 31,
	2020		2019
Revenue by recognition over time	$	305,660	$	333,230
Revenue by recognition at a point in time		121,606		375,716
	$	427,266	$	708,946

Revenue by gross vs net

Executed contracts with fixed-price terms

	For Three Months Ended June 30,				For Six Months Ended June 30,
	2020		2019		2020		2019

Revenue by gross	$	43,667	$	962,959	$	459,005	$	1,662,773
Revenue by net		-		22,534		11,928		31,666
	$	43,667	$	985,493	$	470,933	$	1,694,439

	March 31, 2020
	Contract Amount		Future Estimated Revenue
Investment and corporate management consulting services	$	26,156,135	$	20,475,135

Executed contracts with fixed-price terms

Foreign Currency and Foreign Currency Translation

	June 30, 2020
	Contract Amount		Future Estimated Revenue

Investment and corporate management consulting services	$	28,156,135	$	22,475,135

~~The~~Foreign ~~functional~~Currency ~~currency of the Company~~ and ~~PGL~~Foreign isCurrency the United States dollar (“US dollar”). The functional currency of the PPBGL is the Hong Kong dollar. The Company’s subsidiary and VIEs with operations in PRC uses the local currency, the Chinese Yuan (“RMB”), as their functional currencies. An entity’s functional currency is the currency of the primary economic environment in which it operates, normally that is the currency of the environment in which the entity primarily generates and expends cash. Management’s judgment is essential to determine the functional currency by assessing various indicators, such as cash flows, sales price and market, expenses, financing and inter-company transactions and arrangements.Translation

~~Foreign~~The functional currency ~~transactions~~of ~~denominated~~the inCompany ~~currencies~~and ~~other~~PGL ~~than~~is the ~~functional~~United ~~currency~~States ~~are~~dollar ~~translated~~(“US ~~into~~dollar”). ~~the~~The functional currency ~~using~~of the ~~exchange~~PPBGL ~~rates~~is ~~prevailing at~~ the ~~dates~~Hong ofKong ~~the transactions~~dollar. ~~Monetary~~The ~~assets~~Company’s subsidiary and ~~liabilities~~VIEs ~~denominated~~with operations in ~~foreign~~PRC ~~currencies~~uses atthe local currency, the ~~balance~~Chinese ~~sheet~~Yuan ~~date~~(“RMB”), ~~are~~as ~~re-measured~~their atfunctional ~~the~~currencies. ~~applicable~~An ~~rates~~entity’s functional currency is the currency of ~~exchange~~the primary economic environment in ~~effect~~which atit operates, normally that ~~date.~~is ~~Gains~~the currency of the environment in which the entity primarily generates and ~~losses~~expends ~~resulting~~cash. ~~from~~Management’s ~~foreign~~judgment is essential to determine the functional currency ~~re-measurement~~by ~~are~~assessing ~~included~~various inindicators, ~~the~~such ~~statements~~as ofcash ~~comprehensive~~flows, ~~loss~~sales price and market, expenses, financing and inter-company transactions and arrangements.

The condensed consolidated financial statements are presented in U.S. dollars. Assets and liabilities are translated into U.S. dollars at the current exchange rate in effect at the balance sheet date, and revenues and expenses are translated at the average of the exchange rates in effect during the reporting period. Stockholders’ equity accounts are translated using the historical exchange rates at the date the entry to stockholders’ equity was recorded, except for the change in retained earnings during the period, which is translated using the historical exchange rates used to translate each period’s statement of operation. Differences resulting from translating functional currencies to the reporting currency are recorded in accumulated other comprehensive income in the condensed consolidated balance sheets.13

14Table of Contents

~~Table~~PORTER ofHOLDING ~~Contents~~INTERNATIONAL, INC.

~~PORTER~~NOTES ~~HOLDING~~TO ~~INTERNATIONAL,~~CONDENSED ~~INC.~~CONSOLIDATED FINANCIAL STATEMENTS

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~(Unaudited)

(~~Unaudited~~In U.S. dollars)

~~(In~~Foreign Ucurrency transactions denominated in currencies other than the functional currency are translated into the functional currency using the exchange rates prevailing at the dates of the transactions.S Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are re-measured at the applicable rates of exchange in effect at that date. ~~dollars)~~ Gains and losses resulting from foreign currency re-measurement are included in the statements of comprehensive loss.

~~Translation~~The ofcondensed ~~amounts~~consolidated ~~from~~financial ~~RMB~~statements are presented in U.S. dollars. Assets and liabilities are translated into U.S. dollars ~~has~~at ~~been~~the ~~made~~current exchange rate in effect at the ~~following~~balance sheet date, and revenues and expenses are translated at the average of the exchange rates: in effect during the reporting period. Stockholders’ equity accounts are translated using the historical exchange rates at the date the entry to stockholders’ equity was recorded, except for the change in retained earnings during the period, which is translated using the historical exchange rates used to translate each period’s statement of operation. Differences resulting from translating functional currencies to the reporting currency are recorded in accumulated other comprehensive income in the condensed consolidated balance sheets.

Balance sheet items, except for equity accounts
March 31, 2020	RMB7.0808 to $1	HKD7.7513 to $1
December 31, 2019	RMB6.9618 to $1	HKD7.7894 to $1
Statement of operation and cash flows items
For the three-month period ended March 31, 2020	RMB6.9786 to $1	HKD7.7708 to $1
For the three-month period ended March 31, 2019	RMB6.7447 to $1	HKD7.8460 to $1

Translation of amounts from RMB into U.S. dollars has been made at the following exchange rates:

Net loss per share of common stock

Balance sheet items, except for equity accounts
June 30, 2020	RMB7.0651 to $1	HKD7.7501 to $1
December 31, 2019	RMB6.9618 to $1	HKD7.7894 to $1

Income statement and cash flows items
For the six-month period ended June 30, 2020	RMB7.0322 to $1	HKD7.7608 to $1
For the six-month period ended June 30, 2019	RMB6.7836 to $1	HKD7.8428 to $1
For the three-month period ended June 30, 2020	RMB7.0841 to $1	HKD7.7510 to $1
For the three-month period ended June 30, 2019	RMB6.8195 to $1	HKD7.8399 to $1

~~The~~Net Company has adopted ASC Topic 260, “Earnings per Share,” (“EPS”) which requires presentation of basic EPS on the face of the statement of operation for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation. In the accompanying condensed consolidation financial statements, basic earnings (loss) per share ~~is computed by dividing net loss by the weighted average number~~ of ~~shares of~~ common stock ~~outstanding during the period.~~

	Three Months Ended March 30,
	2020			2019
Net loss attributable to Porter Holding International, Inc.	$	(552,067	)	$	(369,415	)
Weighted average number of common shares outstanding - basic and diluted		508,110,000			508,110,000
Basic and diluted loss per share	$	-		$	-

The Company has adopted ASC Topic 260, “Earnings per Share,” (“EPS”) which requires presentation of basic EPS on the face of the statement of operation for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation. In the accompanying condensed consolidation financial statements, basic earnings (loss) per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period.

The Company has no potentially dilutive securities, such as options or warrants, currently issued and outstanding.

	Three Months Ended June 30,					Six Months Ended June 30,
	2020			2019		2020			2019

Net (loss) income attributable to Porter Holding International, Inc.	$	(342,512	)	$	59,881	$	(894,579	)	$	(309,534	)

Weighted average number of common shares outstanding - basic and diluted		508,110,000			508,110,000		508,110,000			508,110,000

Basic and diluted loss per share	$	-		$	-	$	-		$	-

~~Segments~~The Company has no potentially dilutive securities, such as options or warrants, currently issued and outstanding.

The Company evaluates a reporting unit by first identifying its operating segments, and then evaluates each operating segment to determine if it includes one or more components that constitute a business. If there are components within an operating segment that meets the definition of a business, the Company evaluates those components to determine if they must be aggregated into one or more reporting units. If applicable, when determining if it is appropriate to aggregate different operating segments, the Company determines if the segments are economically similar and, if so, the operating segments are aggregated. The Company has only one major reportable segment in the periods presented.Segments

~~Fair~~The ~~Value~~Company evaluates a reporting unit by first identifying its operating segments, and then evaluates each operating segment to determine if it includes one or more components that constitute a business. If there are components within an operating segment that meets the definition of ~~Financial~~a ~~Instruments~~business, the Company evaluates those components to determine if they must be aggregated into one or more reporting units. If applicable, when determining if it is appropriate to aggregate different operating segments, the Company determines if the segments are economically similar and, if so, the operating segments are aggregated. The Company has only one major reportable segment in the periods presented.

U.S. GAAP establishes a three-tier hierarchy to prioritize the inputs used in the valuation methodologies in measuring the fair value of financial instruments. This hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The three-tier fair value hierarchy is:14

~~Level~~Table 1of ~~– observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.~~Contents

~~Level~~PORTER 2HOLDING –INTERNATIONAL, ~~include other inputs that are directly or indirectly observable in the market place~~INC.

~~Level~~NOTES 3TO –CONDENSED ~~unobservable~~CONSOLIDATED ~~inputs~~FINANCIAL ~~which are supported by little or no market activity.~~STATEMENTS

15(Unaudited)

~~Table~~(In ofU.S. ~~Contents~~dollars)

~~PORTER~~Fair ~~HOLDING~~Value ~~INTERNATIONAL,~~of ~~INC.~~Financial Instruments

~~NOTES~~U.S. TOGAAP ~~CONDENSED~~establishes ~~CONSOLIDATED~~a ~~FINANCIAL~~three-tier ~~STATEMENTS~~hierarchy to prioritize the inputs used in the valuation methodologies in measuring the fair value of financial instruments. This hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The three-tier fair value hierarchy is:

Level 1 – observable inputs that reflect quoted prices (~~Unaudited~~unadjusted) for identical assets or liabilities in active markets.

~~(In~~Level ~~U.S.~~2 ~~dollars)~~ – include other inputs that are directly or indirectly observable in the market place.

~~The~~Level ~~carrying~~3 ~~value~~– ofunobservable ~~the~~inputs ~~Company’s~~which ~~financial~~are ~~instruments,~~supported ~~including~~by ~~cash,~~little ~~accounts~~or ~~and~~no ~~other~~market ~~receivables, other current assets, accounts and other payables, and other short-term liabilities approximate their fair value due to their short maturities~~activity.

InThe ~~accordance~~carrying ~~with~~value ~~ASC~~of ~~825,~~the ~~for~~Company’s ~~investments in~~ financial instruments, ~~with~~including acash, ~~variable~~accounts ~~interest~~and ~~rate~~other ~~indexed~~receivables, toother ~~performance~~current ~~of underlying~~ assets, ~~the~~accounts ~~Company elected the fair value method at the date of initial recognition~~ and ~~carried~~other ~~these~~payables, ~~investments at fair value. Changes in the fair value are reflected in the accompanying condensed consolidated statements of operations~~ and ~~comprehensive loss as~~ other ~~income~~short-term ~~(expense).~~liabilities Toapproximate ~~estimate~~their fair value, ~~the~~due ~~Company refers~~ to ~~the~~their ~~quoted~~short ~~rate of return provided by banks at the end of each period using the discounted cash flow method~~maturities. ~~The Company classifies the valuation techniques that use these inputs as Level 2 of fair value measurements.~~

AsIn ofaccordance ~~March~~with 31ASC 825, ~~2020~~for ~~and~~investments ~~December~~in ~~31,~~financial ~~2019~~instruments with a variable interest rate indexed to performance of underlying assets, the Company ~~had~~elected nothe fair value method at the date of initial recognition and carried these investments at fair value. Changes in ~~financial~~the ~~instruments~~fair value are reflected in the accompanying condensed consolidated statements of operations and comprehensive loss as other income (expense). To estimate fair value, the Company refers to the quoted rate of return provided by banks at the end of each period using the discounted cash flow method. The Company classifies the valuation techniques that use these inputs as Level 2 of fair value measurements.

~~Leases~~As of June 30, 2020 and December 31, 2019, the Company had no investments in financial instruments.

The Company determines if an arrangement is a lease or contains a lease at inception. Operating lease liabilities are recognized based on the present value of the remaining lease payments, discounted using the discount rate for the lease at the commencement date. As the rate implicit in the lease is not readily determinable for the operating lease, the Company generally uses an incremental borrowing rate based on information available at the commencement date to determine the present value of future lease payments. Operating lease right-of-use (“ROU assets”) assets represent the Company’s right to control the use of an identified asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets are generally recognized based on the amount of the initial measurement of the lease liability. The lease has remaining lease term of approximately four years. Lease expense is recognized on a straight-line basis over the lease term. The Company elected the package of practical expedients permitted under the transition guidance to combine the lease and non-lease components as a single lease component for operating leases associated with the Company’s office space lease, and to keep leases with an initial term of 12 months or less off the balance sheet and recognize the associated lease payments in the consolidated statements of income on a straight-line basis over the lease term.Goodwill

The ~~operating~~Company ~~lease~~allocates goodwill from business combinations to reporting units based on the expectation that the reporting unit is ~~included~~to inbenefit ~~operating~~from ~~lease~~the ~~right-of-use~~business ~~assets,~~combination. ~~operating~~The ~~lease~~Company ~~liabilities-current~~evaluates its reporting units on an annual basis and, ~~operating~~if ~~lease~~necessary, ~~liabilities-non-current~~reassigns goodwill using a relative fair value allocation approach. Goodwill is tested for impairment at the reporting unit level on an annual basis and between annual tests if an event occurs or circumstances change that would more likely than not reduce the ~~condensed~~fair ~~consolidated~~value ~~balance~~of ~~sheets~~a reporting unit below its carrying value. These events or circumstances could include a significant change in the business climate, legal factors, operating performance indicators, competition, or sale or disposition of a significant portion of a reporting unit.

~~Recent~~Application ~~Accounting~~of ~~Pronouncements~~the goodwill impairment test requires judgments, including the identification of reporting units, assignment of assets and liabilities to reporting units, assignment of goodwill to reporting units, and the determination of the fair value of each reporting unit. The Company first assesses qualitative factors to determine whether it is more likely than not that goodwill is impaired. If the more likely than not threshold is met, the Company performs a quantitative impairment test.

~~Accounting~~As ~~Pronouncements~~of ~~Issued~~June ~~But~~30, ~~Not~~2020 ~~Yet~~and ~~Adopted~~December 31, 2019, the Company performed goodwill impairment testing. Base on the impairment test result per the fact that the considerations to be received for the disposal of 57% ownership of Maihuolang E-Commerce in July 2020 was lower than the related net carrying value, the Company fully impaired the goodwill of $33,954 as of June 30, 2020.

InImpairment May 2019, the Financial Accounting Standards Board (“FASB”) issued ASU 2019-05, which is an update to ASU Update No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which introduced the expected credit losses methodology for ~~the measurement of credit losses on financial assets measured at amortized cost basis, replacing the previous incurred loss methodology. The amendments in Update 2016~~long-13lived added Topic 326, Financial Instruments—Credit Losses, and made several consequential amendments to the Codification. Update 2016-13 also modified the accounting for available-for-sale debt securities, which must be individually assessed for credit losses when fair value is less than the amortized cost basis, in accordance with Subtopic 326-30, Financial Instruments— Credit Losses—Available-for-Sale Debt Securities. The amendments in this ASU address those stakeholders’ concerns by providing an option to irrevocably elect the fair value option for certain financial assets previously measured at amortized cost basis. For those entities, the targeted transition relief will increase comparability of financial statement information by providing an option to align measurement methodologies for similar financial assets. Furthermore, the targeted transition relief also may reduce the costs for some entities to comply with the amendments in Update 2016-13 while still providing financial statement users with decision-useful information. ASU 2019-05 is effective for the Company for fiscal year beginning after December 15, 2022. The Company is currently evaluating the impact of this new standard on its consolidated financial statements and related disclosures.

16Long-lived assets, including property and equipment with finite lives and intangible assets subject to amortization, are reviewed for impairment whenever events or changes in circumstances (such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying value of an asset may not be recoverable. The Company assesses the recover-ability of the assets based on the non-discounted future cash flows the assets are expected to generate and recognize an impairment loss when estimated discounted future cash flows expected to result from the use of the asset plus net proceeds expected from disposition of the asset, if any, are less than the carrying value of the asset. If an impairment is identified, the Company would reduce the carrying amount of the asset to its estimated fair value based on a discounted cash flows approach or, when available and appropriate, to comparable market values.

~~Table of Contents~~15

~~PORTER~~Table ~~HOLDING~~of ~~INTERNATIONAL, INC.~~Contents

~~NOTES~~PORTER TOHOLDING ~~CONDENSED~~INTERNATIONAL, ~~CONSOLIDATED FINANCIAL STATEMENTS~~INC.

~~(Unaudited)~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(~~In U.S. dollars~~Unaudited)

(In December 2019, the FASB issued ASU 2019-12: Simplifying the Accounting for Income Taxes (Topic 740), which removes certain exceptions to the general principles in Topic 740 and improves consistent application of and simplifies GAAP for other areas of Topic 740 by clarifying and amending existing guidanceU. ~~This ASU is effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years, with early adoption permitted~~S. ~~The Company is evaluating the effect of adopting this new accounting guidance but does not expect adoption will have a material impact on the Company's disclosures.~~dollars)

~~Except~~As of June 30, 2020 and December 31, 2019, $17,609 and $nil of impairment of intangible assets was recognized, respectively. Since the considerations to be received for the ~~above~~disposal of 57% ownership of Maihuolang E-~~mentioned~~Commerce ~~pronouncements,~~in ~~there~~July ~~are~~2020 nowas ~~new~~lower ~~recent~~than ~~issued~~the ~~accounting~~related ~~standards~~net ~~that~~carrying ~~will~~value, ~~have~~impairment ~~material~~was ~~impact~~made onto the ~~consolidated~~intangible ~~financial position~~assets, ~~statements~~on top of ~~operations~~the ~~and~~full ~~cash~~impairment ~~flows~~of goodwill.

3.Apart ~~BUSINESS~~from ~~COMBINATIONS~~intangible assets, the Company recognized no impairment loss for other long-lived assets as of June 30, 2020 and December 31, 2019.

OnLeases August 25, 2019, Porter E-Commerce entered into a share purchase agreement (the “Maihuolang Agreement”) with Mr. Kezhan Ma, former controlling shareholder of Maihuolang E-commerce (“Maihuolang Seller”). Neither Porter E-Commerce nor its affiliates have any material relationship with the Maihuolang Seller other than with respect to the Maihuolang Agreement.

~~Pursuant~~The toCompany determines if an arrangement is a lease or contains a lease at inception. Operating lease liabilities are recognized based on the ~~Maihuolang~~present ~~Agreement~~value of the remaining lease payments, ~~Porter~~discounted Eusing the discount rate for the lease at the commencement date. As the rate implicit in the lease is not readily determinable for the operating lease, the Company generally uses an incremental borrowing rate based on information available at the commencement date to determine the present value of future lease payments. Operating lease right-~~Commerce~~of-use ~~agreed~~(“ROU assets”) assets represent the Company’s right to ~~acquire~~control ~~60%~~the use of an identified asset for the ~~capital~~lease ~~stock~~term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets are generally recognized based on the amount of ~~Maihuolang~~the Einitial measurement of the lease liability. The lease has remaining lease term of approximately four years. Lease expense is recognized on a straight-~~commerce~~line ~~collectively~~basis ~~held~~over bythe lease term. The Company elected the ~~Maihuolang~~package ~~Seller,~~of practical expedients permitted under the transition guidance to combine the lease and non-lease components as a single lease component for operating leases associated with the Company’s office space lease, and to keep leases with an ~~aggregate~~initial ~~consideration~~term of ~~RMB~~12 1months ~~($0.1)~~or less off the balance sheet and recognize the associated lease payments in ~~cash~~the consolidated statements of income on a straight-line basis over the lease term.

~~The~~ROU ~~Company’s~~assets ~~acquisition~~are ofreviewed ~~Maihuolang E-commerce was accounted~~ for asimpairment awhen ~~business~~indicators ~~combination~~of inimpairment ~~accordance~~are ~~with ASC 805~~present. ~~The~~ROU ~~Company has allocated the purchase price of Maihuolang E-commerce based upon the fair value of the identifiable~~ assets ~~acquired~~from operating and ~~liabilities~~finance ~~assumed~~leases onare ~~the~~subject ~~acquisition~~to ~~date. The Company estimated~~ the ~~fair~~impairment ~~values~~guidance ~~of the assets acquired and liabilities assumed at the acquisition date~~ in ~~accordance~~ASC ~~with~~360, ~~the~~Property, ~~business combination standard issued by the FASB with the valuation methodologies using cost approach. Management of the Company is responsible for determining the fair value of assets acquired~~Plant, ~~liabilities assumed~~ and ~~intangible~~Equipment, ~~assets identified~~ as ofROU ~~the~~assets ~~acquisition~~are ~~date and considered a number of factors including valuations from independent appraisers. Acquisition~~long-~~related~~lived ~~costs~~nonfinancial ~~incurred for the acquisitions are not material and have been expensed as incurred in general and administrative expense~~assets.

~~The~~ROU ~~following~~assets ~~table~~are ~~summarizes~~tested ~~the~~for ~~fair~~impairment ~~value~~individually ofor ~~the~~as ~~identifiable~~part ~~assets~~of ~~acquired~~an ~~and~~asset ~~liabilities~~group ~~assumed~~if at the ~~acquisition~~cash ~~date,~~flows ~~which~~related ~~represents~~to the ~~net~~ROU ~~purchase~~asset ~~price~~are ~~allocation~~not atindependent from the ~~date~~cash flows of other assets and liabilities. An asset group is the ~~acquisition~~unit of ~~Maihuolang~~accounting Efor long-~~commerce~~lived ~~based~~assets onto abe ~~valuation~~held ~~performed~~and byused, anwhich ~~independent~~represents ~~valuation~~the ~~firm~~lowest ~~engaged~~level byfor which identifiable cash flows are largely independent of the ~~Company:~~cash flows of other groups of assets and liabilities.

	Fair Value
Cash	$	4,761
Prepayments		280
Other receivables		27,026
Intangible assets		233,455
Long-term deferred assets		607
Operating lease right-of-use assets		158,004
Goodwill		33,375
Total assets		457,508
Accrued payroll		(4,094	)
Accrued tax		(18	)
Other payables		(290,687	)
Operating lease liability - current		(88,217	)
Operating lease liability - non-current		(74,492	)
Total liabilities		(457,508	)
Net assets acquired	$	-

The Company recognized no impairment of ROU as of June 30, 2020 and December 31, 2019.

~~$33,375~~The ofoperating ~~goodwill~~lease ~~arising~~is ~~from~~included ~~the~~in ~~acquisition~~operating ~~consists~~lease ~~largely~~ right-of-use ~~synergies~~assets, ~~expected~~operating ~~from~~lease ~~combining the operations of Porter E~~liabilities-~~Commerce~~current and ~~Maihuolang~~operating Elease liabilities-~~commerce.~~non-current ~~None~~on of the ~~goodwill~~condensed isconsolidated ~~expected~~balance ~~to be deductible for income tax purposes~~sheets.

17Recent Accounting Pronouncements

~~Table~~Accounting ofPronouncements ~~Contents~~Issued But Not Yet Adopted

~~PORTER~~In ~~HOLDING~~May ~~INTERNATIONAL~~2019, ~~INC~~the Financial Accounting Standards Board (“FASB”) issued ASU 2019-05, which is an update to ASU Update No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which introduced the expected credit losses methodology for the measurement of credit losses on financial assets measured at amortized cost basis, replacing the previous incurred loss methodology. The amendments in Update 2016-13 added Topic 326, Financial Instruments—Credit Losses, and made several consequential amendments to the Codification. Update 2016-13 also modified the accounting for available-for-sale debt securities, which must be individually assessed for credit losses when fair value is less than the amortized cost basis, in accordance with Subtopic 326-30, Financial Instruments— Credit Losses—Available-for-Sale Debt Securities. The amendments in this ASU address those stakeholders’ concerns by providing an option to irrevocably elect the fair value option for certain financial assets previously measured at amortized cost basis. For those entities, the targeted transition relief will increase comparability of financial statement information by providing an option to align measurement methodologies for similar financial assets. Furthermore, the targeted transition relief also may reduce the costs for some entities to comply with the amendments in Update 2016-13 while still providing financial statement users with decision-useful information. ASU 2019-05 is effective for the Company for fiscal year beginning after December 15, 2022. The Company is currently evaluating the impact of this new standard on its condensed consolidated financial statements and related disclosures.

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~16

~~(Unaudited)~~Table of Contents

~~(In~~PORTER ~~U.S.~~HOLDING ~~dollars)~~ INTERNATIONAL, INC.

4.NOTES ~~ACCOUNTS~~TO ~~RECEIVABLE,~~CONDENSED ~~NET~~CONSOLIDATED FINANCIAL STATEMENTS

~~Accounts receivable consist of the following:~~(Unaudited)

	March 31, 2020			December 31, 2019
Billed	$	61,303		$	61,303
Unbilled		843,132			1,021,078
Accounts receivable		904,435		$	1,082,381
Less: allowance for doubtful accounts		(3,065	)		(3,065	)
	$	901,370		$	1,079,316

(In U.S. dollars)

~~The~~In ~~following~~December ~~table~~2019, ~~sets~~the ~~forth~~FASB issued ASU 2019-12: Simplifying the ~~movement~~Accounting for Income Taxes (Topic 740), which removes certain exceptions to the general principles in Topic 740 and improves consistent application of ~~allowance~~and simplifies GAAP for ~~doubtful~~other ~~accounts:~~areas of Topic 740 by clarifying and amending existing guidance. This ASU is effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years, with early adoption permitted. The Company is evaluating the effect of adopting this new accounting guidance but does not expect adoption will have a material impact on the Company's unaudited condensed consolidated financial statements and related disclosures.

	March 31, 2020			December 31, 2019
Beginning	$	3,065		$	-
Additions		164,082			476,694
Write off		(164,082	)		(470,696	)
Exchange rate difference		-			(2,933	)
Balance	$	3,065		$	3,065

Except for the above-mentioned pronouncements, there are no new recent issued accounting standards that will have material impact on the consolidated financial position, statements of operations and cash flows.

~~During May and June 2020, the Company encountered further uncertainties of collectability due to impact of COVID-19, and hence took legal action in attempt to recover the accounts receivables~~3. AsBUSINESS ~~such, as of March 31, 2020, the Company wrote off $164,082 of uncollectible accounts receivable accordingly.~~COMBINATIONS

5On August 25, 2019, Porter E-Commerce entered into a share purchase agreement (the “Maihuolang Agreement”) with Mr. ~~PREPAYMENTS~~Kezhan ~~AND~~Ma, ~~OTHER~~former ~~RECEIVABLES~~controlling shareholder of Maihuolang E-commerce (“Maihuolang Seller”). Neither Porter E-Commerce nor its affiliates have any material relationship with the Maihuolang Seller other than with respect to the Maihuolang Agreement.

~~Prepayments~~Pursuant ~~and~~to ~~other~~the ~~receivables~~Maihuolang ~~consist~~Agreement, Porter E-Commerce agreed to acquire 60% of the ~~following:~~capital stock of Maihuolang E-commerce collectively held by the Maihuolang Seller, for an aggregate consideration of RMB 1 ($0.1) in cash.

	March 31, 2020		December 31, 2019
Prepayments	$	5,895	$	53,998
Deposits		43,780		-
Others		74,313		40,163
	$	123,988	$	94,161

The Company’s acquisition of Maihuolang E-commerce was accounted for as a business combination in accordance with ASC 805. The Company has allocated the purchase price of Maihuolang E-commerce based upon the fair value of the identifiable assets acquired and liabilities assumed on the acquisition date. The Company estimated the fair values of the assets acquired and liabilities assumed at the acquisition date in accordance with the business combination standard issued by the FASB with the valuation methodologies using cost approach. Management of the Company is responsible for determining the fair value of assets acquired, liabilities assumed and intangible assets identified as of the acquisition date and considered a number of factors including valuations from independent appraisers. Acquisition-related costs incurred for the acquisitions are not material and have been expensed as incurred in general and administrative expense.

6.The ~~EQUIPMENT~~following table summarizes the fair value of the identifiable assets acquired and liabilities assumed at the acquisition date, ~~NET~~which represents the net purchase price allocation at the date of the acquisition of Maihuolang E-commerce based on a valuation performed by an independent valuation firm engaged by the Company:

Equipment, net consist of the following:

	Fair Value
Cash	$	4,761
Prepayments		280
Other receivables		27,026
Intangible assets		233,455
Long-term deferred assets		607
Operating lease right-of-use assets		158,004
Goodwill		33,375
Total assets		457,508

Accrued payroll		(4,094	)
Accrued tax		(18	)
Other payables		(290,687	)
Operating lease liability - current		(88,217	)
Operating lease liability - non-current		(74,492	)
Total liabilities		(457,508	)
Net assets acquired	$	-

	March 31, 2020			December 31, 2019
Office and computer equipment	$	168,592		$	170,455
Less: Accumulated depreciation		(123,370	)		(120,519	)
	$	45,222		$	49,936

$33,375 of goodwill arising from the acquisition consists largely of synergies expected from combining the operations of Porter E-Commerce and Maihuolang E-commerce. None of the goodwill is expected to be deductible for income tax purposes.

1817

Table of Contents

PORTER HOLDING INTERNATIONAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(In U.S. dollars)

~~Depreciation expenses charged to the statements of operations for the three months ended March 31, 2020 and 2019 were $~~4~~,949 and $4,985, respectively~~. ~~Gain~~ACCOUNTS ~~on disposal of equipment for the three months ended March 31~~RECEIVABLE, ~~2020 and 2019 was nil and $51.~~NET

7.Accounts ~~INTANGIBLE~~receivable ~~ASSETS,~~consist ~~NET~~of the following:

Intangible assets, net, consist of the following:

	June 30, 2020			December 31, 2019

Billed	$	61,303		$	61,303
Unbilled		842,894			1,021,078
Accounts receivable		904,197		$	1,082,381
Less: allowance for doubtful accounts		(3,065	)		(3,065	)
	$	901,132		$	1,079,316

	March 31, 2020			December 31, 2019
Software copyright	$	249,407		$	233,560
Domain names and trademarks		45,382			46,158
Intangible asset		294,789			279,718
Less: Accumulated amortization		(30,559	)		(22,577	)
	$	264,230		$	257,141

The following table sets forth the movement of allowance for doubtful accounts:

Amortization charged to the statements of operations for the three months period ended March 31, 2020 and 2019 were $8,483 and $1,009, respectively.

	June 30, 2020			December 31, 2019

Beginning	$	3,065		$	-
Additions		162,831			476,694
Write off		(162,831	)		(470,696	)
Exchange rate difference		-			(2,933	)
Balance	$	3,065		$	3,065

8During May and June 2020, the Company encountered further uncertainties of collectability due to impact of COVID-19, and hence took legal action in attempt to recover the accounts receivables. ~~GOODWILL~~As such, for the three and six months ended June 30, 2020, the Company wrote off $nil and $162,831 of uncollectible accounts receivable, respectively.

~~The~~5. ~~changes~~PREPAYMENTS inAND ~~the~~OTHER ~~carrying amount of goodwill are as follows:~~RECEIVABLES

	Maihuolang E-commerce
Balance as of December 31, 2019	$	34,297
Goodwill acquired through acquisitions		-
Foreign currency translation adjustment		(576	)
Balance as of March 31, 2020	$	33,721

Prepayments and other receivables consist of the following:

9. ACCRUALS AND OTHER PAYABLES

	June 30, 2020		December 31, 2019

Prepayments	$	29,211	$	53,998
Deposits		10,616		-
Others		50,229		40,163
	$	90,056	$	94,161

~~Accruals~~6. ~~and~~EQUIPMENT, ~~other payables consist of the following:~~NET

	March 31, 2020		December 31, 2019
Salary payables	$	113,469	$	69,557
Refund to a third party		63,270		-
Accrued professional fees		19,778		19,778
Accrued rental expenses		45,161		8,868
Others		11,057		22,489
	$	252,735	$	120,692

Equipment, net consist of the following:

	June 30, 2020			December 31, 2019

Office and computer equipment	$	169,335		$	170,455
Less: Accumulated depreciation		(128,395	)		(120,519	)
	$	40,940		$	49,936

~~Table of Contents~~18

~~PORTER~~Table ~~HOLDING~~of ~~INTERNATIONAL, INC.~~Contents

~~NOTES~~PORTER TOHOLDING ~~CONDENSED~~INTERNATIONAL, ~~CONSOLIDATED FINANCIAL STATEMENTS~~INC.

~~(Unaudited)~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(~~In U.S. dollars~~Unaudited)

10(In U.S. ~~BALANCES WITH RELATED PARTIES~~dollars)

	Note	March 31, 2020		December 31, 2019
Due to related parties
Mr. Kezhan Ma	(a)	$	1,087	$	1,106
Due to shareholders
Mr. Zonghua Chen (the Company’s Chairman, Chief Executive Officer, Chief Financial Officer and President)		$	1,437,602	$	1,284,061
Mr. Zongjian Chen (brother of Mr. Zongjian Chen)			147,997		149,090
		$	1,585,599	$	1,433,151

Depreciation expenses charged to the statements of operations for the six months ended June 30, 2020 and 2019 were $9,683 and $9,938, respectively. Depreciation expenses charged to the statements of operations for the three months ended June 30, 2020 and 2019 were $4,734 and $4,953, respectively. Gain on disposal of property, plant and equipment for the six months ended June 30, 2020 and 2019 were $nil and $51, respectively.

~~(a) Mr~~7. ~~Kezhan~~INTANGIBLE MaASSETS, ~~is a 38% minority shareholder of Maihuolang E-commerce.~~NET

~~All~~Intangible ~~the above balances are due on demand~~assets, ~~interest-free and unsecured. The Company used the funds for its operations. For the three months ended March 31~~net, ~~2020,~~consist ~~the~~of ~~Company had transactions amounted $1,002,142 from shareholders and $818,933 to shareholders, comparing to $1,411,933 from shareholders and $1,339,937 to shareholders for~~ the same period in 2019. For the three months ended March 31, 2020, the Company had transactions amounted nil from related parties and to related parties, comparing to $3,848 from related parties and $4,448 to related parties for the same period in 2019.following:

11. INCOME TAXES

	June 30, 2020			December 31, 2019

Software copyright	$	249,961		$	233,560
Domain names and trademarks		45,483			46,158
Intangible asset		295,444			279,718
Less:
Accumulated amortization		(39,076	)		(22,577	)
Impairment		(17,609	)		-
	$	238,759		$	257,141

~~The~~Amortization ~~Company~~charged isto ~~subject~~the tostatements ~~income~~of ~~taxes~~operations onfor anthe ~~entity~~six ~~basis~~months onperiod ~~income~~ended ~~arising~~June in30, or2020 ~~derived~~and ~~from~~2019 were $16,908 and $2,006, respectively. Amortization charged to the ~~tax~~statements ~~jurisdiction~~of inoperations ~~which~~for ~~each~~the ~~entity~~three ismonths ~~domiciled~~period ended June 30, 2020 and 2019 were $8,425 and $997, respectively.

~~ULNV~~As ~~is incorporated in the State~~ of ~~Nevada~~June ~~and is subject to the U.S. federal tax and has incurred net operating loss for income tax purposes through March 31~~30, 2020. Asand ofDecember ~~March~~ 31, ~~2020~~2019, ~~future net operating losses of approximately~~ $4517,~~437~~609 ~~from~~and ~~ULNV~~$nil ~~are~~of ~~available~~impairment ~~to offset future taxable income. Accumulated deficit as~~ of ~~March~~intangible ~~31,~~assets ~~2020 and December 31, 2019~~ was ~~approximately $2.8 million and $2.2 million~~recognized, respectively.

The 2017 Tax Act created a new requirement that, for the periods beginning after January 1, 2018, certain income (referred to as global intangible low taxed income or “GILTI”) earned by foreign subsidiaries in excess of a deemed return on tangible assets of foreign corporations must be included in U8.S. taxable income. The GILTI income is eligible for a deduction, which lowers the effective tax rate to 10.5% for calendar years 2018 through 2025 and 13.125% after 2025. Under U.S. GAAP, companies are allowed to make an accounting policy election to either (i) account for GILTI as a component of tax expense in the period in which a company is subject to the rules – the period cost method, or (ii) account for GILTI in a company’s measurement of deferred taxes – the deferred method. The Company elected to account for GILTI in the period the tax is incurred. The Company did not generate any GILTI during the three-month period ended March 31, 2020.GOODWILL

~~PGL~~The ischanges ~~registered~~in asthe ancarrying ~~international~~amount ~~business~~of ~~company~~goodwill ~~and~~are isas ~~exempted from corporation tax in Seychelles.~~follows:

PPBGL is subject to Hong Kong profits tax rate of 16.5%. For the three-month period ended March 31, 2020, it did not have any assessable profits arising in or derived from Hong Kong and accordingly no provision for Hong Kong profits tax was made. For the three months ended March 31, 2019, it generated $317,090 of net profit and $41,358 tax expenses accrued accordingly.

	Maihuolang E-commerce
Balance as of December 31, 2019	$	34,297
Goodwill acquired through acquisitions		-
Impairment		(33,954	)
Foreign currency translation adjustment		(343	)
Balance as of June 30, 2020	$	-

~~PRC~~As ~~Tax~~of June 30, 2020, the Company fully impaired the goodwill of $33,954.

~~The Company’s subsidiary and consolidated VIEs in China are subject to corporate income tax (“CIT”) at 25% for the three-month period ended March 31, 2020 and 2019~~9. AsACCRUALS ofAND ~~March~~OTHER ~~31, 2020, the Company had approximately $3.4 million of net operating loss carried forward from the foreign subsidiaries which will expire in various years through 2023.~~PAYABLES

20Accruals and other payables consist of the following:

Table of Contents

	June 30, 2020		December 31, 2019

Salary payables	$	95,961	$	69,557
Refund to third parties		306,436		-
Accrued professional fees		19,778		19,778
Accrued rental expenses		74,090		8,868
Others		10,758		22,489
	$	507,023	$	120,692

~~PORTER HOLDING INTERNATIONAL, INC.~~19

~~NOTES~~Table TOof ~~CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~Contents

~~(Unaudited)~~PORTER HOLDING INTERNATIONAL, INC.

~~(In~~NOTES ~~U.S.~~TO ~~dollars)~~ CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~The Ministry of Finance~~ (~~“MOF”~~Unaudited) and State Administration of Taxation (“SAT”) on January 17, 2019 jointly issued Cai Shui 2019 No. 13. This clarified that from January 1, 2019 to December 31, 2021, eligible small enterprises whose taxable income falls under RMB1,000,000 (previously RMB500,000), may pay CIT on 25% of their whole income at a rate of 20% (i.e., effective rate is 5%).

A(In ~~reconciliation~~U.S. ~~of the income tax expense determined at the statutory income tax rate to the Company’s income taxes is as follows:~~dollars)

	Three Months Ended March 31,
	2020			2019
Loss before income taxes	$	(554,764	)	$	(300,881	)
United States statutory income tax rate		21	%		21	%
Income tax benefit computed at statutory corporate income tax rate		(116,500	)		(63,185	)
Reconciling items:
Effect of different tax jurisdictions		(31,380	)		1,080
Non-deductible expenses		52,697			110,321
Change in valuation allowance		95,183			12,089
Income tax (benefit) expense	$	-		$	60,305

10.

BALANCES WITH RELATED PARTIES

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities as of March 31, 2020 and December 31, 2019 are presented below

	Note	June 30, 2020		December 31, 2019
Due from shareholders
Mr. Zongjian Chen and Ms. Xiaomei Xiong (wife of Mr. Zongjian Chen)	(a)	$	283,082	$	-

Due to related parties
Mr. Kezhan Ma	(b)	$	1,090	$	1,106

Due to shareholders
Mr. Zonghua Chen (the Company’s Chairman, Chief Executive Officer, Chief Financial Officer and President)		$	1,590,589	$	1,284,061
Mr. Zongjian Chen (brother of Mr. Zonghua Chen)			185,692		149,090
		$	1,776,281	$	1,433,151

		March 31, 2020			December 31, 2019
(a)	On April 13, 2020, Henan Longji Real Estate Development Co., Ltd. (“Longji Real Estate”) filed an action against Porter E-Commerce, Zongjian Chen and Xue’an Yan related to certain loan of RMB 2 million (approximately $283,082) which loan occurred before Porter E-Commerce merged with the Company. On May 10, 2020, Porter E-Commerce, Zongjian Chen, Xue’an Yan and Longji Real Estate reached a settlement under which Porter E-Commerce agreed to pay off the loan principal of RMB 2 million in two installments before June 30, 2021 and interest accrued on unpaid principal since January 1, 2020 at a rate of 6% per annum. In addition, under the settlement, Zongjian Chen and Xue’an Yan, the two original shareholders of Porter E-Commerce agreed to be severally and jointly liable for the payoff of the principal and interest of the loan. Porter E-Commerce, Zongjian Chen and Xue’an Yan were also jointly liable for the litigation costs of RMB11,400 (approximately $1,614).
Deferred tax assets:
(b)	Mr. Kezhan Ma is a 38% minority shareholder of Maihuolang E-commerce.
Net operating loss carryforwards:
- United States of America		$	9,542		$	9,542
- Hong Kong			14,006			2,504
- PRC			853,039			586,509
			876,587			598,555
Less: Valuation allowance			(876,587	)		(598,555	)
Acquisition:
- PRC			-			182,849
Less: Valuation allowance			-			(182,849	)
		$	-		$	-

~~Management~~All ~~believes~~the ~~that~~above itbalances isare ~~more~~due ~~likely~~on ~~than~~demand, ~~not~~interest-free ~~that~~and unsecured. The Company used the funds for its operations. For the six months ended June 30, 2020, the Company ~~will~~had ~~not~~transactions ~~realize~~amounted ~~these~~$1,407,975 ~~potential~~from ~~tax~~shareholders ~~benefits~~and as$1,076,193 ~~these~~to ~~operations~~shareholders, ~~will~~comparing ~~not~~to ~~generate~~$3,906,022 ~~any~~from ~~operating~~shareholders ~~profits~~and in$3,355,088 to shareholders for the ~~foreseeable~~same ~~future~~period in 2019. AsFor athe ~~result~~six months ended June 30, a2020, ~~valuation~~the ~~allowance~~Company ~~was~~had ~~provided~~transactions ~~against~~amounted ~~the~~$nil ~~full~~from ~~amount~~and ofto related parties, comparing to $4,422 to related parties for the ~~potential~~same ~~tax~~period ~~benefits~~in 2019.

1211. ~~CHINA~~INCOME ~~CONTRIBUTION PLAN~~TAXES

The Company’s ~~subsidiaries~~is ~~and~~subject ~~consolidated VIEs in China participate in a government-mandated multi-employer defined contribution plan pursuant~~ to ~~which~~income ~~certain~~taxes ~~retirement,~~on ~~medical~~an ~~and~~entity ~~other~~basis ~~welfare~~on ~~benefits~~income ~~are~~arising ~~provided~~in toor ~~employees.~~derived ~~Chinese~~from ~~labor regulations require~~ the ~~Company’s~~tax ~~subsidiaries~~jurisdiction ~~and~~in ~~consolidated~~which ~~VIEs~~each toentity ~~pay to the local labor bureau a monthly contribution at a stated contribution rate based on the monthly compensation of qualified employees. The relevant local labor bureau~~ is ~~responsible for meeting all retirement benefit obligations; the Company’s China-based subsidiaries and consolidated VIEs have no further commitments beyond their monthly contributions~~domiciled. ~~For the three months ended Mach 31, 2020 and 2019, the Company’s China based subsidiaries and consolidated VIEs contributed a total of $7,188 and $12,202, respectively, to these funds.~~

21ULNV is incorporated in the State of Nevada and is subject to the U.S. federal tax and has incurred net operating loss for income tax purposes through June 30, 2020. As of June 30, 2020, future net operating losses of approximately $45,437 from ULNV are available to offset future taxable income. Accumulated deficit as of June 30, 2020 and December 31, 2019 was approximately $3.1 million and $2.2 million, respectively.

~~Table~~The 2017 Tax Act created a new requirement that, for the periods beginning after January 1, 2018, certain income (referred to as global intangible low taxed income or “GILTI”) earned by foreign subsidiaries in excess of ~~Contents~~a deemed return on tangible assets of foreign corporations must be included in U.S. taxable income. The GILTI income is eligible for a deduction, which lowers the effective tax rate to 10.5% for calendar years 2018 through 2025 and 13.125% after 2025. Under U.S. GAAP, companies are allowed to make an accounting policy election to either (i) account for GILTI as a component of tax expense in the period in which a company is subject to the rules – the period cost method, or (ii) account for GILTI in a company’s measurement of deferred taxes – the deferred method. The Company elected to account for GILTI in the period the tax is incurred. The Company did not generate any GILTI during the six months period ended June 30, 2020.

~~PORTER~~PGL ~~HOLDING~~is ~~INTERNATIONAL,~~registered ~~INC~~as an international business company and is exempted from corporation tax in Seychelles.

~~NOTES~~PPBGL TOis ~~CONDENSED~~subject ~~CONSOLIDATED~~to ~~FINANCIAL~~Hong ~~STATEMENTS~~Kong profits tax rate of 16.5%. For the six-month period ended June 30, 2020, it did not have any assessable profits arising in or derived from Hong Kong and accordingly no provision for Hong Kong profits tax was made. For the six-month period ended June 30, 2020, it generated $158,488 of net loss. For the six-month period ended June 30, 2019, it generated $337,108 of net income and $44,657 tax expenses accrued accordingly.

~~(Unaudited)~~20

~~(In~~Table ~~U.S.~~of ~~dollars)~~ Contents

~~13.~~PORTER ~~OPERATING~~HOLDING ~~LEASE~~INTERNATIONAL, INC.

~~The~~NOTES ~~Company~~TO ~~has~~CONDENSED ~~operating~~CONSOLIDATED ~~leases~~FINANCIAL for its office facilities. The Company's leases have remaining terms of approximately four years. Leases with an initial term of 12 months or less are not recorded on the balance sheet; the Company recognizes lease expense for these leases on a straight-line basis over the lease term. The Company does not separate non-lease components from the lease components to which they relate, and instead accounts for each separate lease and non-lease component associated with that lease component as a single lease component for all underlying asset classes.STATEMENTS

~~The Company subleases certain office space to a third party that has a remaining term of less than 12 months.~~(Unaudited)

~~The~~(In ~~following~~U.S. ~~table provides a summary of leases by balance sheet location as of March 31, 2020:~~dollars)

Assets/liabilities	March 31, 2020		December 31, 2019
Assets
Operating lease right-of-use assets	$	802,729	$	891,733
Liabilities
Current
Operating lease liability - current	$	325,920	$	323,403
Long-term
Operating lease liability - non-current		510,243		604,597
Total lease liabilities	$	836,163	$	928,000

PRC Tax

The ~~operating~~Company’s ~~lease~~subsidiary ~~expenses~~and consolidated VIEs in China are subject to corporate income tax (“CIT”) at 25% for the ~~three~~six-month ~~months~~period ended ~~March~~June 3130, 2020 and 2019. ~~were~~As asof ~~follows:~~June 30, 2020, the Company had approximately $3.5 million of net operating loss carried forward from the foreign subsidiaries which will expire in various years through 2025.

	Three months ended March 31,
Lease Cost	2020		2019
Operating lease cost	$	93,104	$	70,520

The Ministry of Finance (“MOF”) and State Administration of Taxation (“SAT”) on January 17, 2019 jointly issued Cai Shui 2019 No. 13. This clarified that from January 1, 2019 to December 31, 2021, eligible small enterprises whose taxable income falls under RMB1,000,000 (previously RMB500,000), may pay CIT on 25% of their whole income at a rate of 20% (i.e., effective rate is 5%).

~~Maturities~~A reconciliation of ~~operating~~the ~~lease~~income ~~liabilities~~tax expense determined at ~~March~~the ~~31,~~statutory ~~2020~~income ~~were~~tax rate to the Company’s income taxes is as follows:

Maturity of Lease Liabilities	Operating Leases
	Three Months Ended June 30,						Six Months Ended June 30,
12 months ending March 31,
	2020			2019			2020			2019
2021	$	381,069
(Loss)/Profit before income taxes	$	(359,343	)	$	40,393		$	(914,107	)	$	(260,488	)
2022		295,655
United States statutory income tax rate		21	%		21	%		21	%		21	%
2023		255,170
Income tax (benefit)/expense computed at statutory corporate income tax rate		(75,462	)		8,483			(191,962	)		(54,702	)
Total lease payments		931,894
Reconciling items:
Less: interest		(95,731	)
Effect of different tax jurisdictions		15,551			(122,316	)		(15,829	)		(121,236	)
Present value of lease payments	$	836,163
Non-deductible expenses		23,492			(73,446	)		76,189			36,875
Change in valuation allowance		36,419			172,704			131,602			184,793
Income tax (benefit) expense	$	-		$	(14,575	)	$	-		$	45,730

~~Lease~~The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities ~~include~~as ~~lease~~of June 30, 2020 and ~~non-lease~~December ~~component~~31, ~~such~~2019 asare ~~management~~presented ~~fee.~~ below

	June 30, 2020			December 31, 2019

Deferred tax assets:
Net operating loss carryforwards:
- United States of America	$	9,542		$	9,542
- Hong Kong		28,398			2,504
- PRC		875,066			586,509
		913,006			598,555
Less: Valuation allowance		(913,006	)		(598,555	)
Acquisition:
- PRC		-			182,849
Less: Valuation allowance		-			(182,849	)
	$	-		$	-

~~Table~~Management believes that it is more likely than not that the Company will not realize these potential tax benefits as these operations will not generate any operating profits in the foreseeable future. As a result, a valuation allowance was provided against the full amount of ~~Contents~~the potential tax benefits.

~~PORTER HOLDING INTERNATIONAL, INC.~~21

~~NOTES~~Table TOof ~~CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~Contents

~~(Unaudited)~~PORTER HOLDING INTERNATIONAL, INC.

~~(In~~NOTES ~~U.S.~~TO ~~dollars)~~ CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~Future minimum lease payments, which do not include the non-lease components, as of March 31, 2020 were as follows:~~(Unaudited)

12 months ending March 31,
2021	$	295,500
2022		227,235
2023		195,595
Total	$	718,330

(In U.S. dollars)

Lease Term and Discount Rate	March 31, 2020
Weighted-average remaining lease term (years)
Operating leases--- Shenzhen Development Center, 36/F, LuoHu, Shenzhen		2.92
Operating leases--- Room 02,20/F,Saixi Technology Building, Nanshan, Shenzhen		1.17
Weighted-average discount rate (%)
Operating leases		8	%

12.

CHINA CONTRIBUTION PLAN

14The Company’s subsidiaries and consolidated VIEs in China participate in a government-mandated multi-employer defined contribution plan pursuant to which certain retirement, medical and other welfare benefits are provided to employees. ~~CONCENTRATIONS~~Chinese ~~AND~~labor ~~CREDIT~~regulations ~~RISK~~require the Company’s subsidiaries and consolidated VIEs to pay to the local labor bureau a monthly contribution at a stated contribution rate based on the monthly compensation of qualified employees. The relevant local labor bureau is responsible for meeting all retirement benefit obligations; the Company’s China-based subsidiaries and consolidated VIEs have no further commitments beyond their monthly contributions. For the six months ended June 30, 2020 and 2019, the Company’s China based subsidiaries and consolidated VIEs contributed a total of $11,263 and $24,977, respectively, to these funds. For the three months ended June 30, 2020 and 2019, the Company’s China based subsidiaries and consolidated VIEs contributed a total of $4,075 and $12,775, respectively, to these funds.

~~(a)~~13. ~~Concentrations~~OPERATING LEASE

InThe ~~the~~Company ~~three~~has operating leases for its office facilities. The Company's leases have remaining terms of approximately four years. Leases with an initial term of 12 months ~~ended~~or ~~March~~less ~~31,~~are ~~2020,~~not ~~two~~recorded ~~customers~~on ~~accounted~~the balance sheet; the Company recognizes lease expense for ~~72%~~these ~~and~~leases ~~12%~~on ofa straight-line basis over the lease term. The Company’s ~~revenues~~does not separate non-lease components from the lease components to which they relate, ~~respectively~~and instead accounts for each separate lease and non-lease component associated with that lease component as a single lease component for all underlying asset classes.

InThe ~~the~~Company ~~three~~subleases ~~months~~certain ~~ended~~office ~~March~~space ~~31,~~to ~~2019,~~a ~~three~~third ~~customers~~party ~~accounted~~that ~~for~~has ~~35%,~~a ~~24%~~remaining ~~and~~term ~~14%~~ of ~~the~~less ~~Company’s~~than ~~revenues~~12 months.

NoThe ~~other~~following ~~customer~~table ~~accounts~~provides ~~for~~a ~~more~~summary ~~than 10%~~ of ~~the~~leases ~~Company’s~~by ~~revenue~~balance insheet ~~the~~location ~~three~~as ~~months~~of ~~ended~~June ~~March 31~~30, 2020 ~~and 2019.~~:

As of March 31, 2020, three customers accounted for 75% of the Company’s accounts receivable. As of December 31, 2019, four customers accounted for 86% of the Company’s accounts receivable.

Assets/liabilities	June 30, 2020		December 31, 2019
Assets
Operating lease right-of-use assets	$	728,792	$	891,733

Liabilities
Operating lease liability - current	$	325,596	$	323,403
Operating lease liability - non-current		433,960		604,597
Total lease liabilities	$	759,556	$	928,000

~~(b)~~The ~~Credit~~operating ~~risk~~lease expenses were as follows:

Financial instruments that potentially subject the Company to a significant concentration of credit risk consist primarily of cash. As of March 31, 2020, and December 31, 2019, substantially all of the Company’s cash were held by major financial institutions located in the PRC, which management believes are of high credit quality.

		Three Months Ended June 30,				Six Months Ended June 30,
Lease Cost	Classification	2020		2019		2020		2019
Operating lease cost	General and administrative expenses	$	91,684	$	69,710	$	184,788	$	140,230

~~For~~Maturities ~~the credit risk related to trade accounts receivable, the Company performs ongoing credit evaluations~~ of ~~its~~operating ~~customers~~lease ~~and,~~liabilities ifat ~~necessary,~~June ~~maintains reserves for potential credit losses. Historically~~30, ~~such~~2020 ~~losses~~were ~~have~~as ~~been within management’s expectations.~~follows:

15. SUBSEQUENT EVENT

Maturity of Lease Liabilities	Operating Leases
12 months ending June 30,
2021	$	374,281
2022		278,986
2023		185,990
Total lease payments		839,257
Less: interest		(79,701	)
Present value of lease payments	$	759,556

During May and June 2020, the Company encountered further uncertainties of collectability due to impact of COVID-19, and hence took legal action in attempt to recover the accounts receivables. As such, as of March 31, 2020, the Company wrote off $0.16 million of uncollectible accounts receivable accordingly.22

~~The~~Table ~~Company~~of has analyzed its operations subsequent to March 31, 2020 to the date these condensed consolidation financial statements were issued and has determined that it does not have any other material subsequent events to disclose in these condensed consolidated financial statements.Contents

23PORTER HOLDING INTERNATIONAL, INC.

~~Table~~NOTES ofTO ~~Contents~~CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.~~(Unaudited)

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

~~Special~~Lease ~~Note~~liabilities ~~Regarding~~include ~~Forward~~lease ~~Looking~~and ~~Statements~~non-lease component such as management fee.

InFuture ~~addition~~minimum tolease ~~historical information~~payments, this report contains forward-looking statements. We use words such as “believe,” “expect,” “anticipate,” “project,” “target,” “plan,” “optimistic,” “intend,” “aim,” “will” or similar expressions which ~~are~~do ~~intended~~not toinclude ~~identify~~the ~~forward~~non-~~looking~~lease ~~statements. Such statements include~~components, among others, those concerning market and industry segment growth; any projections of earnings, revenue, margins or other financial items; any statements of the plans, strategies and objectives of management for future operations; any statements regarding future economic conditions or performance; as ~~well as all assumptions, expectations, predictions, intentions or beliefs about future events. You are cautioned that any such forward-looking statements are not guarantees~~ of ~~future~~June ~~performance and involve risks and uncertainties~~30, ~~including those identified in our Annual Report on Form 10-K filed on May 1,~~ 2020, aswere ~~well~~ as ~~assumptions, which, if they were to ever materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-looking statements.~~follows:

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

12 months ending June 30,
2021	$	290,241
2022		213,850
2023		142,567
Total	$	646,658

Use of Terms

Lease Term and Discount Rate	June 30, 2020
Weighted-average remaining lease term (years)
Operating leases--- Shenzhen Development Center, 36/F, LuoHu, Shenzhen		2.67
Operating leases--- Room 02,20/F,Saixi Technology Building, Nanshan, Shenzhen		0.92

Weighted-average discount rate (%)
Operating leases		8	%

~~Except~~14. asCONCENTRATIONS ~~otherwise~~AND ~~indicated~~CREDIT ~~by the context and for the purposes of this report only, references in this report to:~~RISK

~~● “Company”, “we”, “us” and “our” are to the combined business of Porter Holding International, Inc.,~~ (a) Nevada corporation, and its consolidated subsidiaries and variable interest entities; ● “PGL” are to Porter Group Limited, a Republic of Seychelles company and our wholly-owned subsidiary; ● “PPBGL” are to Porter Perspective Business Group Limited, a Hong Kong company and wholly-owned subsidiary of PGL; ● “Qianhai Porter” are to Shenzhen Qianhai Porter Industrial Co. Ltd., a PRC company and wholly-owned subsidiary of PPBGL; ● “Portercity” are to Shenzhen Portercity Investment Management Co. Ltd., a PRC company; ● “Porter E-Commerce” are to Shenzhen Porter Warehouse E-Commerce Co. Ltd., a PRC company and wholly-owned subsidiary of Portercity; ● “Porter Consulting” are to Shenzhen Yihuilian Information Consulting Co. Ltd., a PRC company and wholly-owned subsidiary of Portercity; ● “Porter Commercial” are to Shenzhen Porter Commercial Perspective Network Co., Ltd., a PRC company and wholly-owned subsidiary of Portercity; ● “Weifang Portercity” are to Weifang Porter City Commercial Management Company Limited, a PRC company and a 60% owned subsidiary of Portercity; ● “Maihuolang E-Commerce” are to Shenzhen Qianhai Maihuolang E-Commerce Co., Ltd., a PRC company and a 57% owned subsidiary of Porter E-Commerce; ● “VIEs” means our consolidated variable interest entities, including Portercity and its subsidiaries, Porter E-Commerce, Porter Consulting and Porter Commercial as depicted in our organizational chart below; ● “Hong Kong” refers to the Hong Kong Special Administrative Region of the People’s Republic of China; ● “China” and “PRC” refer to the People’s Republic of China; ● “Renminbi” and “RMB” refer to the legal currency of China; ● “U.S. dollars,” “dollars” and “$” refer to the legal currency of the United States; ● “SEC” are to the U.S. Securities and Exchange Commission; ● “Exchange Act” are to the Securities Exchange Act of 1934, as amended; ● “Securities Act” are to the Securities Act of 1933, as amended.Concentrations

24In the three months ended June 30, 2020, no customer accounted for over 10% of the Company’s revenues, respectively. In the six months ended June 30, 2020, two customers accounted for 65% and 11% of the Company’s revenues, respectively.

~~Table~~In the three months ended June 30, 2019, three customers accounted for 29%, 22% and 18% of ~~Contents~~the Company’s revenues, respectively. In the six months ended June 30, 2019, four customers accounted for 18%, 17%, 15% and 14% of the Company’s revenues, respectively.

~~Overview~~No other customer accounts for more than 10% of the Company’s revenue in the three and six months ended June 30, 2020 and 2019.

WeAs ~~were incorporated in the State~~ of ~~Nevada~~June ~~on September 5~~30, ~~2013. Our original business plan was to sell freshly squeezed juices from mobile stands in London~~2020, ~~United~~three ~~Kingdom,~~customers ~~but~~accounted ~~this~~for ~~business~~75% was not successful and we did not generate any revenue from this business. Since 2016, through our VIE entity, Porter Consulting, we have partnered with China Payment Technology Co., Ltd., a third-party online payment service provider (“China Payment”) to promote China Payment’s online payment platform to companies and businesses in Shenzhen and in return share a portion of the processing fees earned by China Payment as commission. Porter Consulting also partners with Shenzhen Xinghua Tongfu Technology Co., Ltd., a third-party online payment service provider (“Shenzhen Tongfu”), under which Porter Consulting agreed to promote Shenzhen TongfuCompany’s ~~online~~accounts ~~payment~~receivable. ~~platform,~~As ~~including the Point~~ of ~~Sale~~December ~~(POS)~~31, ~~system~~2019, tofour ~~companies~~customers ~~and~~accounted ~~businesses~~for in86% ~~China and in return obtain a certain amount~~ of ~~commission based on~~ the ~~volume~~Company’s ofaccounts ~~trading through such online payment platform~~receivable.

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

~~According~~Financial toinstruments ~~the~~that ~~development~~potentially ~~demand~~subject ~~and~~the ~~future~~Company ~~goals~~to ofa ~~our~~significant ~~customers,~~concentration inof ~~2018~~credit werisk ~~started~~consist toprimarily ~~offer~~of acash. ~~series~~As of ~~services~~June ~~such as business planning~~30, ~~financial guidance~~2020, ~~business matching~~ and ~~guidance~~December ~~for listing primarily in the United States. At present~~31, ~~in our customer pool~~2019, ~~many~~substantially ~~small~~all ~~and medium-sized enterprises have increased their public awareness. They are seeking the potential advantages~~ of ~~being a listed company and striving for obtaining~~ the ~~recognition~~Company’s ofcash ~~international~~were ~~capital~~held toby ~~accelerate~~major ~~their~~financial ~~corporate~~institutions ~~expansion.~~located ~~However many~~in ~~enterprises themselves may not be familiar with~~ the ~~listing requirements~~PRC, ~~laws~~which ~~and~~management ~~regulations~~believes ofare ~~different capital markets, and the process~~ of ~~obtaining~~high ~~financing~~credit ~~from overseas markets~~quality.

InFor ~~order~~the tocredit ~~help~~risk ~~our~~related ~~customers who intend~~ to ~~access~~trade ~~overseas~~accounts ~~capital markets~~receivable, wethe ~~have~~Company aperforms ~~team~~ongoing ofcredit ~~experienced~~evaluations ~~professionals who have professional knowledge~~ of ~~the~~its ~~listing~~customers ~~rules~~ and, ~~regulations~~if ofnecessary, ~~various~~maintains ~~capital~~reserves ~~markets.~~for Wepotential ~~will~~credit ~~make~~losses. ~~full~~Historically, ~~use~~such oflosses ~~our~~have ~~expertise~~been ~~and~~within ~~resources~~management’s ~~in the capital markets to assist these customers to achieve their goals~~expectations.

Starting from the first quarter of 2019, the Company via PPBGL provides various training services to its clients, primarily related to e-commerce platform operation, expansion of channels and promotion strategy, via live and online sessions15. CONTINGENCIES

~~The~~During ~~COVID-19~~May ~~pandemic has caused economic slowdowns~~2020, ~~depressed~~a ~~demand~~claim ~~for~~was ~~the~~filed ~~Company’s~~against ~~services,~~Porter ~~and~~E-Commerce ~~adversely~~related ~~impacted~~to ~~the~~a ~~Company’s~~debt ~~operating~~dispute ~~results.~~of ~~The~~RMB ~~Company’s~~2 ~~revenue~~million ~~decreased~~(approximately by $~~281~~283,~~680,~~082) orwhereas ~~39.7% for~~ the ~~first~~debt ~~quarter~~took ofplace ~~2020,~~before ~~compared~~its tomerger ~~$708,946~~with ~~for~~ the ~~same period of 2019~~Company. ~~Therefore,~~The ~~the~~two ~~Company~~original ~~has~~shareholders ~~changed~~of toPorter ~~receive~~E-Commerce ~~cash~~guaranteed ~~prior~~ to ~~performing~~settle ~~certain~~the ~~consulting~~related ~~services~~principal, ininterest ~~order~~and ~~to enhance collection of consideration~~penalty. ~~The~~If ~~Company~~the ~~expects~~amount ~~uncertainties~~would ~~around~~not ~~its~~be ~~key~~settled ~~accounting~~by ~~estimates~~the totwo ~~continue~~original toshareholders, ~~evolve~~Porter ~~depending~~E-Commerce onwill ~~the~~be ~~duration~~held ~~and~~responsible ~~degree~~for ofthis ~~impact~~debt ~~associated with the COVID-19~~settlement.

~~Results of Operations~~23

~~Comparison~~Table of ~~Three Months Ended March 31, 2020 and 2019~~Contents

~~The~~PORTER ~~following~~HOLDING ~~table sets forth key components of our results of operations during the three months ended March 31~~INTERNATIONAL, ~~2020 and 2019, both in dollars and as a percentage of our revenue~~INC.

	Three Months Ended March 31,
	2020						2019
	Amount			% of Revenue			Amount			% of Revenue
Revenue	$	427,266			100.00		$	708,946			100.00
Cost of revenue		(373,974	)		(87.53	)		(525,573	)		(74.13	)
Gross profit		53,292			12.47			183,373			25.87
Operating expenses
General and administrative expenses		(628,074	)		(147.00	)		(489,423	)		(69.04	)
Loss from operations		(574,782	)		(134.53	)		(306,050	)		(43.17	)
Other income		20,018			4.69			5,169			0.73
Net loss before income taxes		(554,764	)		(129.84	)		(300,881	)		(42.44	)
Income tax expenses		-			-			(60,305	)		(8.51	)
Net loss	$	(554,764	)		(129.84	)	$	(361,186	)		(50.95	)
Less: Net (loss) income attributable to non-controlling interests		(2,697	)		(0.63	)		8,229			1.16
Net loss attributable to Porter Holding International Inc. common stockholders	$	(552,067	)		(129.21	)	$	(369,415	)		(52.11	)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

25(Unaudited)

~~Table~~(In ofU.S. ~~Contents~~dollars)

~~Revenue~~16. ~~Our~~SUBSEQUENT revenue was $427,266 for the three months ended March 31, 2020, compared to $708,946 for the same period last year. Starting from the second quarter of 2018, we commenced to provide various consulting services to our customers, especially those who have the intention to be publicly listed primarily on the stock exchanges in the United States, and we received service income from the provision of these consulting services totaled $305,660 and $333,230 for the three months ended March 31, 2020 and 2019. Moreover, starting from 2019, the Company provides various training services to its clients, primarily related to e-commerce platform operation, expansion of channels, promotion strategy and capital market operation, via live and online sessions. The service income from providing training services totaled $77,778 and $308,117 for the three months ended March 31, 2020 and 2019. The significant decrease was mainly attributable to the impacts of COVID-19 and depressed market demand. Through Porter Consulting we also promoted the payment service of a third-party payment service provider to merchants in Shenzhen and in return share a portion of the processing fees earned by the third-party payment service provider as commission. Our commission totaled $12,450 and $25,798 for the three months ended March 31, 2020 and 2019, respectively. The approximately 50% decline in commission for the first quarter of 2020 was also the result of the COVID-19 pandemic and nationwide economic slowdowns. Revenues of $11,928 and $9,132 were generated from trading business for the three months ended March 31, 2020 and 2019, respectively.EVENT

~~Due~~On toJuly ~~the~~15, ~~impact~~2020, ofPorter ~~COVID~~E-~~19,~~Commerce entered into an Equity Transfer Agreement (the ~~Company~~“Agreement”) with Mr. Kezhan Ma, ~~starting~~whereby ~~from~~Porter ~~first~~E-Commerce ~~quarter~~transferred ofits ~~2020,~~57% ~~determines~~equity interests in Maihuolang E-Commerce to ~~receive~~Mr. Kezhan Ma, for cash ~~prior~~consideration toof ~~performing~~RMB ~~investment~~650,000 ~~and~~(approximately ~~corporate~~$92,002) ~~management~~which ~~consulting~~amount ~~services~~is payable in ~~order~~one-time topayment ~~ensure~~within ~~probable~~eight ~~collection~~months of ~~consideration~~the ~~and~~filing ~~hence~~of ~~existence~~the equity transfer with the local Business Registration agency. The disposal of aMaihuolang ~~contract~~E-Commerce was not considered significant nor strategic shifts on the Company’s operations, and the related assets and liabilities were not separately presented as discontinued operations as per ASC 205-20-45-1E.

~~Cost~~The ofCompany ~~revenue. Our~~has ~~cost~~analyzed ofits ~~revenue~~operations ~~was~~subsequent ~~$373,974~~to ~~for~~June ~~the three months ended March 31~~30, 2020, ~~compared~~ to ~~$525,573 for~~ the ~~same~~date ~~period~~these ~~last~~condensed ~~year.~~consolidation ~~Cost~~financial ofstatements ~~revenue~~were ~~refers~~issued toand ~~the~~has ~~cost~~determined ofthat ~~consulting~~it ~~services,~~does ~~third-party~~not ~~payment~~have ~~service~~any ~~and~~ other ~~business.~~material ~~The~~subsequent ~~cost~~events ~~of consulting service refers~~ to ~~the~~disclose ~~shell acquisition, legal and accounting advisory service outsourced to third-party service providers. The decrease of cost of revenue is~~ in ~~line~~these ~~with~~condensed ~~the~~consolidated ~~decrease~~financial ~~of revenue~~statements.

Gross profit and gross margin. Our gross profit was $53,292 for the three months ended March 31, 2020, compared to $183,373 for the same period last year. Gross profit as a percentage of revenue (gross margin) was 12.47% for the three months ended March 31, 2020, compared to 25.87% for the same quarter last year. The decrease of gross profit was mainly due to the decrease of training service income which brings high gross profit among the services. 24

~~General~~Table ~~and administrative expenses. As shown below, our general and administrative expenses consist primarily~~ of compensation and benefits to our general management, finance and administrative staff, professional fees and other expenses incurred in connection with general operations. Our general and administrative expenses increased by $138,651 to $628,074 for the three months ended March 31, 2020, compared to $489,423 for the same period in 2019. Increase was mainly due to $164,082 of allowance for doubtful accounts was reserved during the three months ended March 31, 2020. Due to the impact of COVID-10, the Company encountered further uncertainties of collectability during May and June 2020, and hence took legal action in attempt to recover the accounts receivables. This led to addition of allowance for doubtful accounts. Besides, there was an increase of legal and professional fees and lease and management fee by $71,703 and $22,729, respectively, compared to corresponding period in prior year. On the other hand, salary and staff benefits decreased $120,328 due to the reduction of the basic salary as a result of fewer working days than usual as employees had to stay at home caused by COVID-19 since the beginning of 2020.Contents

	Three months ended March 31,
	2020				2019						Fluctuation
	Amount		%		Amount			%			Amount			%
Salary and staff benefits	$	192,206		30.60	$	312,534			63.86		$	(120,328	)		(38.50	)
Lease and management fee		94,603		15.06		71,874			14.69			22,729			31.62
Legal and professional fees		144,851		23.06		73,148			14.95			71,703			98.02
Depreciation and amortization		13,562		2.16		5,994			1.22			7,568			126.26
Bad debt provision (recovery)		164,082		26.12		(6,097	)		(1.25	)		170,179			(2,791.19	)
Others		18,770		3.00		31,970			6.53			(13,200	)		(41.29	)
Total G&A	$	628,074		100.00	$	489,423			100.00		$	138,651			28.33

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

~~Income~~The ~~tax~~following ~~expense. Our~~management’s ~~Income~~discussion ~~tax~~and ~~expense~~analysis ~~was~~should ~~nil~~be ~~for~~read in conjunction with our financial statements and the ~~three~~notes ~~months~~thereto ~~ended~~and ~~March~~the ~~31,~~other ~~2020,~~financial ~~compared~~information toappearing ~~income~~elsewhere ~~tax~~in ~~expense~~this ~~$60,305~~report. ~~for~~Our ~~the~~financial ~~same~~statements ~~period~~are ~~last~~prepared ~~year~~in U.S. dollars and in accordance with U.S. GAAP.

~~Net~~Special ~~loss.~~Note AsRegarding aForward ~~result~~Looking ~~of the cumulative effect of the factors described above, our net loss was $554,764 and $361,186 for the three months ended March 31, 2020 and 2019, respectively.~~Statements

26In addition to historical information, this report contains forward-looking statements. We use words such as “believe,” “expect,” “anticipate,” “project,” “target,” “plan,” “optimistic,” “intend,” “aim,” “will” or similar expressions which are intended to identify forward-looking statements. Such statements include, among others, those concerning market and industry segment growth; any projections of earnings, revenue, margins or other financial items; any statements of the plans, strategies and objectives of management for future operations; any statements regarding future economic conditions or performance; as well as all assumptions, expectations, predictions, intentions or beliefs about future events. You are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, including those identified in our Annual Report on Form 10-K filed on May 1, 2020, as well as assumptions, which, if they were to ever materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-looking statements.

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

~~Limited~~Use ~~Operating~~of ~~History; Need for Additional Capital~~Terms

~~There~~Except isas ~~limited~~otherwise ~~historical~~indicated ~~financial~~by ~~information~~the ~~about~~context usand onfor ~~which to base an evaluation of our performance. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in~~ the ~~establishment~~purposes of athis ~~new~~report ~~business enterprise~~only, ~~including~~references ~~limited capital resources, a narrow client base, limited sources of revenue, and possible cost overruns due to the price and cost increases~~ in ~~supplies~~this ~~and~~report ~~services.~~to:

~~Without~~● ~~additional~~“Company”, ~~funding~~“we”, ~~management~~“us” ~~believes~~and ~~that~~“our” weare ~~will~~to ~~not~~the ~~have~~combined ~~sufficient~~business ~~funds~~of Porter Holding International, Inc., a Nevada corporation, and its consolidated subsidiaries and variable interest entities; ● “PGL” are to ~~meet~~Porter ~~our~~Group ~~obligations~~Limited, ~~beyond~~a ~~one~~Republic ~~year~~of ~~after~~Seychelles ~~the~~company ~~date~~and our ~~condensed~~wholly-owned ~~consolidated~~subsidiary; ~~financial~~● ~~statements~~“PPBGL” are ~~issued~~to Porter Perspective Business Group Limited, a Hong Kong company and wholly-owned subsidiary of PGL; ● “Qianhai Porter” are to Shenzhen Qianhai Porter Industrial Co. ~~These~~Ltd., ~~conditions~~a ~~give~~PRC ~~rise~~company and wholly-owned subsidiary of PPBGL; ● “Portercity” are to ~~substantial~~Shenzhen ~~doubt~~Portercity asInvestment Management Co. Ltd., a PRC company; ● “Porter E-Commerce” are to Shenzhen Porter Warehouse E-Commerce Co. Ltd., a PRC company and wholly-owned subsidiary of Portercity; ● “Porter Consulting” are to Shenzhen Yihuilian Information Consulting Co. Ltd., a PRC company and wholly-owned subsidiary of Portercity; ● “Porter Commercial” are to Shenzhen Porter Commercial Perspective Network Co., Ltd., a PRC company and wholly-owned subsidiary of Portercity; ● “Weifang Portercity” are to Weifang Porter City Commercial Management Company Limited, a PRC company and a 60% owned subsidiary of Portercity; ● “Maihuolang E-Commerce” are to Shenzhen Qianhai Maihuolang E-Commerce Co., Ltd., a PRC company and a 57% owned subsidiary of Porter E-Commerce until July 15, 2020; ● “VIEs” means our ~~ability~~consolidated variable interest entities, including Portercity and its subsidiaries, Porter E-Commerce, Porter Consulting and Porter Commercial as depicted in our organizational chart below; ● “Hong Kong” refers to ~~continue~~the Hong Kong Special Administrative Region of the People’s Republic of China; ● “China” and “PRC” refer to the People’s Republic of China; ● “Renminbi” and “RMB” refer to the legal currency of China; ● “U.S. dollars,” “dollars” and “$” refer to the legal currency of the United States; ● “SEC” are to the U.S. Securities and Exchange Commission; ● “Exchange Act” are to the Securities Exchange Act of 1934, as aamended; ~~going~~● ~~concern~~“Securities Act” are to the Securities Act of 1933, as amended.

We have been, and intend to continue, working toward identifying and obtaining new sources of financing. To date we have been dependent on related parties for our source of funding. No assurances can be given that we will be successful in obtaining additional financing in the future. Any future financing that we may obtain may cause significant dilution to existing stockholders. Any debt financing or other financing of securities senior to common stock that we are able to obtain will likely include financial and other covenants that will restrict our flexibility. Any failure to comply with these covenants would have a negative impact on our business, prospects, financial condition, results of operations and cash flows.25

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

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

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

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

	March 31, 2020			December 31, 2019
Current Assets	$	1,168,087		$	1,398,210
Current Liabilities		2,744,229			2,435,885
Working Capital Deficiency	$	(1,576,142	)	$	(1,037,675	)

According to the development demands and goals of our customers, in 2018, we started to offer a series of services such as business planning, financial guidance, business matching and guidance for listing primarily in the United States. At present, in our customer pool, many small and medium-sized enterprises have gained certain public awareness. They are seeking the potential advantages of being a listed company and striving for obtaining the recognition of international capital to accelerate their corporate expansion. However, many enterprises may not be familiar with the listing requirements, laws and regulations of different capital markets, and the process of obtaining financing from overseas markets.

AsIn oforder ~~March~~to ~~31,~~help ~~2020,~~our wecustomers ~~had~~who ~~cash~~intend ofto ~~$142,729.~~access Tooverseas ~~date~~capital markets, we have ~~financed~~a ~~our~~team ~~operations~~of ~~primarily~~experienced ~~through~~professionals ~~borrowings~~who ~~from~~have ~~our~~professional ~~stockholders,~~knowledge ~~related~~of the listing rules and ~~unrelated~~regulations ~~parties~~of various capital markets. We capitalize on our expertise and resources in the capital markets to assist these customers to achieve their goals.

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

~~The~~During ~~accompanying~~the ~~condensed~~first ~~consolidated~~half ~~financial statements have been prepared assuming we will continue as a going concern. We have incurred net loss~~ of ~~$554~~2020,~~764~~ ~~during~~ the ~~three~~COVID-19 ~~months~~pandemic ~~ended~~has ~~March~~caused ~~31,~~economic ~~2020~~slowdowns, ~~resulting~~depressed indemand anfor ~~accumulated~~the ~~deficit~~Company’s ~~of $2~~services,~~752,999~~ asand ofadversely ~~March~~impacted ~~31,~~the ~~2020,~~Company’s ~~and~~operating weresults. ~~currently~~The ~~have~~Company’s ~~net~~revenue ~~working~~decreased ~~capital~~by ~~deficit of~~ $1,~~576~~223,~~142.~~506, ~~These~~or ~~conditions raise substantial doubt about our ability to continue as a going concern~~72.21% ~~The~~for ~~ability to continue as a going concern is dependent upon generating profitable operations in~~ the ~~future~~six ~~and/or~~months ~~obtaining~~of ~~the~~2020, ~~necessary~~compared ~~financing~~ to ~~meet our obligations and repay our liabilities arising from normal business operations when they become due. We may have to rely on additional debt financing~~$1,694,439 ~~loans~~for ~~from~~the ~~existing~~same ~~directors~~period ~~and shareholders and private placements~~ of ~~capital stock for additional funding~~2019. ~~Our~~Therefore, ~~sources of capital in~~ the ~~past~~Company ~~have~~changed ~~included~~to ~~borrowings~~require ~~from~~upfront ~~our~~cash ~~stockholders~~payments ~~and~~prior ~~related~~to ~~parties.~~performing ~~The~~certain ~~sale~~consulting ofservices, ~~additional equity securities could result~~ in ~~dilution~~order to ~~our~~enhance ~~stockholders.~~collection ~~The incurrence~~ of ~~indebtedness~~accounts ~~would~~receivable. ~~result~~The inCompany ~~increased~~expects ~~debt~~uncertainties ~~service~~around ~~obligations~~its ~~and~~key ~~could~~accounting ~~require~~estimates us to ~~agree~~continue to ~~operating~~evolve ~~and~~depending ~~financial covenants that would restrict our operations. Financing may not be available in amounts or~~ on ~~terms~~the ~~acceptable~~duration toand ~~us,~~degree ifof atimpact ~~all.~~associated Ifwith ~~we are unable to generate profitable operations and/ or obtaining~~ the ~~necessary financing, we may be forced to curtail operations~~COVID-19.

2726

Table of Contents

	Three Months Ended March 31,
	2020			2019
Net cash used in operating activities	$	(283,382	)	$	(86,011	)
Net cash used in investing activities		(21,078	)		(1,144	)
Net cash provided by financing activities		183,209			71,396
Effect of exchange rate changes on cash		39,247			(32,182	)
Net decrease in cash		(82,004	)		(47,941	)
Cash at the beginning of period		224,733			728,121
Cash at the end of period	$	142,729		$	680,180

Results of Operations

~~Operating~~Comparison ~~Activities~~of Three Months Ended June 30, 2020 and 2019

~~Net~~The ~~cash~~following ~~used~~table insets ~~operating~~forth ~~activities~~key ~~was~~components ~~$283,382~~of ~~for~~our ~~the~~results ~~three~~of ~~months~~operations ~~ended~~during ~~March 31, 2020, as compared to $86,011 net cash used in operating activities for~~ the three months ended ~~March~~June 3130, ~~2019. The net cash used in operating activities for the three months ended March 31,~~ 2020 ~~was~~and ~~mainly due to our net loss of $554~~2019,~~764,~~ anboth ~~increase~~ in ~~prepayments~~dollars and ~~other~~as ~~receivables of $29,508 and~~ a ~~decrease~~percentage ~~in operating lease liability~~ of $77,359, partially offset by the increase in accruals and other payables of $109,735 and deferred revenue of $42,410. The net cash used in operating activities for the three months ended March 31, 2019 was mainly due to our ~~net loss of $361,186, an increase in account receivables of $185,789, partially offset by the increase in deferred~~ revenue ~~of $241,921, accruals and other payables of $148,812, and accounts payable of $78,719~~.

Investing Activities

	Three Months Ended June 30,
	2020						2019
	Amount			% of Revenue			Amount			% of Revenue
Revenue, net	$	43,667			100.00		$	985,493			100.00
Cost of revenue		(5,830	)		(13.35	)		(273,845	)		(27.79	)
Gross profit		37,837			86.65			711,648			72.21
Operating expenses
General and administrative expenses		(398,461	)		(912.50	)		(673,669	)		(68.36	)
(Loss) income from operations		(360,624	)		(825.85	)		37,979			3.85
Other income		1,281			2.93			2,414			0.24
Net (loss) income before income taxes		(359,343	)		(822.92	)		40,393			4.10
Income tax benefits		-			-			14,575			1.48
Net (loss) income	$	(359,343	)		(822.92	)	$	54,968			5.58
Less: Net loss attributable to non-controlling interests		(16,831	)		(38.55	)		(4,913	)		(0.50	)
Net (loss) income attributable to Porter Holding International Inc. common stockholders	$	(342,512	)		(784.37	)	$	59,881			6.08

~~Net~~Revenue, ~~cash~~net. ~~used~~Our revenue was $43,667 for the three months ended June 30, 2020, compared to $985,493 for the same period last year. Starting from the second quarter of 2018, we commenced providing various consulting services to our customers, especially those who have the intention to be publicly listed primarily on the stock exchanges in ~~investing~~the ~~activities~~United ~~was~~States, and we received service income from the provision of these consulting services totaled $21626 and $927,~~078~~780 for the three months ended ~~March~~June 3130, 2020 and 2019. The significant decrease was mainly attributable to the impacts of COVID-19 and depressed market demand. Moreover, asstarting ~~compared~~from 2019, the Company provides various training services to its clients, primarily related to e-commerce platform operation, expansion of channels, promotion strategy and capital market operation, via live and online sessions. The service income from providing training services totaled $111,~~144~~865 ~~net~~and ~~cash~~$126 ~~used~~for the three months ended June 30, 2020 and 2019. Through Porter Consulting we also have promoted the payment service of third-party payment service providers to merchants in ~~investing~~Shenzhen ~~activities~~and in return share a portion of the processing fees earned by such third-party payment service providers as commission. Our commission totaled $11,145 and $22,303 for the three months ended ~~March~~June 3130, 2020 and 2019, respectively. The ~~net~~approximately ~~cash~~50% ~~used~~decline in ~~investing~~commission ~~activities~~for the second quarter of 2020 was also the result of the COVID-19 pandemic and nationwide economic slowdowns. Revenues of $nil and $22,534 were generated from trading business for the three months ended ~~March~~June 3130, 2020 and 2019, respectively. Revenue of others were ~~attributable~~$20,031 toand $12,750 for the ~~purchase~~three ofmonths ~~equipment~~ended June 30, 2020 and 2019, respectively.

~~Financing~~Due ~~Activities~~to the impact of COVID-19, the Company, starting from the first quarter of 2020, determines to require upfront payments prior to performing investment and corporate management consulting services in order to ensure collection of service fees.

~~Net~~Cost ~~cash~~of ~~provided~~revenue. Our bycost ~~financing~~of revenue was $5,830 for the three months ended ~~March~~June 3130, 2020 ~~was $183~~,~~209,~~ as compared to $71273,~~396~~845 for the ~~three~~same ~~months~~period ~~ended~~last ~~March~~year. ~~31,~~Cost ~~2019.~~of ~~For~~revenue refers to the ~~three~~cost ~~months~~incurred ~~ended~~in ~~March~~performing ~~31,~~consulting ~~2020~~services, wethird-party ~~obtained~~payment ~~advances~~service and other business. The cost of ~~$1,002,142~~consulting ~~from~~service ~~shareholders~~arises ~~and~~from ~~repaid~~shell ~~$818~~acquisitions,~~933~~ toand ~~shareholders.~~legal ~~During~~and ~~the~~accounting ~~three~~advisory ~~months~~service ~~ended~~outsourced ~~March~~to ~~31,~~third-party ~~2019,~~service weproviders. ~~obtained~~The ~~advances~~decrease of ~~$1,411,933~~cost ~~from~~of ~~shareholders,~~revenue ~~and~~is ~~repaid~~in ~~$1,339,937~~line towith ~~shareholders~~the decrease of revenue.

~~Contractual~~Gross ~~Obligations~~profit and ~~Commercial~~gross ~~Commitments~~margin. Our gross profit was $37,837 for the three months ended June 30, 2020, compared to $711,648 for the same period last year. Gross profit as a percentage of revenue (gross margin) was 86.65% for the three months ended June 30, 2020, compared to 72.21% for the same quarter last year. The decrease of gross profit was mainly due to the decrease of business demand and suspension of business as a result of the impacts of COVID-19.

~~We had the following contractual obligations and commercial commitments as of March 31, 2020:~~27

Contractual Obligations	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
Amounts due to shareholders	$	1,585,599	$	1,585,599	$	-	$	-	$	-
Amount due to related parties		1,087		1,087		-		-		-
Leases		718,330		295,500		422,830		-		-
TOTAL	$	2,305,016	$	1,882,186	$	422,830	$	-	$	-

Table of Contents

WeGeneral ~~believe~~and ~~that~~administrative ~~our~~expenses. ~~current~~As ~~cash~~shown ~~and~~below, ~~financing from~~ our ~~existing~~general ~~stockholders~~and ~~are~~administrative ~~adequate~~expenses toconsist ~~support~~primarily ~~operations~~of ~~for~~compensation atand ~~least~~benefits ~~the~~to ~~next~~our 12general ~~months. We may~~management, ~~however,~~finance inand ~~the~~administrative ~~future~~staff, ~~require~~professional ~~additional~~fees ~~cash~~and ~~resources~~other ~~due~~expenses toincurred ~~changed~~in ~~business~~connection ~~conditions,~~with ~~implementation~~general ofoperations. Our ~~our~~general ~~strategy~~and toadministrative ~~expand~~expenses ~~our~~decreased ~~business~~by or$275,208 ~~other investments or acquisitions we may decide~~ to ~~pursue.~~$398,461 Iffor ~~our~~the ~~own~~three ~~financial~~months ~~resources~~ended ~~are~~June ~~insufficient~~30, ~~to satisfy our capital requirements~~2020, wecompared ~~may seek~~ to ~~sell~~$673,669 ~~additional~~for ~~equity~~the orsame ~~debt~~period ~~securities~~in ~~or obtain additional credit facilities~~2019. ~~The~~Salary ~~sale~~and ofstaff ~~additional~~benefits ~~equity~~decreased ~~securities~~$209,428 ~~could~~due ~~result in dilution~~ to ~~our~~the ~~stockholders.~~reduction ~~The~~of ~~incurrence~~the ofbasic ~~indebtedness~~salary ~~would~~as a result inof ~~increased~~fewer ~~debt~~working ~~service~~days ~~obligations~~than ~~and~~usual ~~could~~as ~~require~~employees ushad to ~~agree~~stay toat ~~operating~~home ~~and~~caused ~~financial~~by ~~covenants~~COVID-19 ~~that~~since ~~would~~the ~~restrict~~beginning ~~our~~of ~~operations~~2020. ~~Financing~~Besides, ~~may~~there ~~not~~was bea ~~available~~decrease inof ~~amounts~~legal orand onprofessional ~~terms~~fees ~~acceptable~~by ~~to us~~$85,814, ifcompared atto ~~all.~~corresponding ~~Any~~period ~~failure~~in byprior usyear. toMoreover, ~~raise~~a ~~additional~~total ~~funds~~of on$51,645 of ~~terms~~impairment ~~favorable~~related to ~~us,~~the orgoodwill atand ~~all,~~intangible ~~could~~assets ~~limit~~of ~~our~~Maihuolang ~~ability~~E-Commerce towas ~~expand~~recognized ~~our~~for ~~business~~the ~~operations~~three ~~and~~months ~~could~~ended ~~harm~~June ~~our~~30, ~~overall business prospects~~2020.

	Three months ended June 30,
	2020						2019				Fluctuation
	Amount			%			Amount		%		Amount			%
Salary and staff benefits	$	104,293			26.17		$	313,721		46.57	$	(209,428	)		(66.76	)
Lease and management fee		93,157			23.38			71,298		10.58		21,859			30.66
Legal and professional fees		122,216			30.67			208,030		30.88		(85,814	)		(41.25	)
Depreciation and amortization		13,029			3.27			5,950		0.88		7,079			118.97
Bad debt (recovery) provision		(1,251	)		(0.31	)		23,103		3.43		(24,354	)		(105.41	)
Impairment		51,645			12.96			-		-		51,645			-
Others		15,372			3.86			51,567		7.66		(36,195	)		(70.19	)
Total general and administrative expenses	$	398,461			100.00		$	673,669		100.00	$	(275,208	)		(40.85	)

~~Table~~Income oftax ~~Contents~~benefit. Our Income tax expense was $nil for the three months ended June 30, 2020, compared to income tax benefit $14,575 for the same period last year.

~~Capital~~Net ~~Expenditures~~loss. As a result of the cumulative effect of the factors described above, our net loss was $359,343 for the three months ended June 30, 2020, compared with a net income of $54,968 for the same period in 2019.

WeComparison ~~incurred capital expenditures~~ of ~~$21,078~~Six ~~and~~Months ~~$1,144~~Ended ~~for~~June ~~the three months ended March 31~~30, 2020 and 2019~~, respectively.~~

~~Off-Balance~~The ~~Sheet~~following ~~Transactions~~table sets forth key components of our results of operations during the six months ended June 30, 2020 and 2019, both in dollars and as a percentage of our revenue.

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

	Six Months Ended June 30,
	2020						2019
	Amount			% of Revenue			Amount			% of Revenue
Revenue, net	$	470,933			100.00		$	1,694,439			100.00
Cost of revenue		(379,804	)		(80.65	)		(799,418	)		(47.18	)
Gross profit		91,129			19.35			895,021			52.82
Operating expenses
General and administrative expenses		(1,026,535	)		(217.98	)		(1,163,092	)		(68.64	)
Loss from operations		(935,406	)		(198.63	)		(268,071	)		(15.82	)
Other income		21,299			4.52			7,583			0.45
Loss before income taxes		(914,107	)		(194.11	)		(260,488	)		(15.37	)
Income tax expense		-			-			(45,730	)		(2.70	)
Net loss	$	(914,107	)		(194.11	)	$	(306,218	)		(18.07	)
Less: Net (loss) income attributable to non-controlling interests		(19,528	)		(4.15	)		3,316			0.20
Net loss attributable to Porter Holding International Inc. common stockholders		(894,579	)		(189.96	)		(309,534	)		(18.27	)

~~Critical Accounting Policies~~28

~~Our~~Table ~~condensed consolidated financial information has been prepared in accordance with U.S. GAAP, which requires us to make estimates and judgments that affect the reported amounts~~ of assets, liabilities, revenues, costs and expenses, and related disclosures. On an on-going basis, we evaluate our estimates based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Since the use of estimates is an integral component of the financial reporting process, our actual results could differ from those estimates. Some of our accounting policies require a higher degree of judgment than others in their application. There were no other material changes to the critical accounting policies previously disclosed in our audited consolidated financial statements for the year ended December 31, 2019 included in the Annual Report on Form 10-K filed on May 1, 2020.Contents

29Revenue, net. Our revenue was $470,933 for the six months ended June 30, 2020, compared to $1,694,439 for the same period last year. Starting from the second quarter of 2018, we commenced providing various consulting services to our customers, especially those who have the intention to be publicly listed primarily on the stock exchanges in the United States, and we received service income from the provision of these consulting services totaled $306,286 and $1,261,010 for the six months ended June 30, 2020 and 2019, respectively. The significant decrease of revenue in the first six months of 2020 was mainly attributable to the impacts of COVID-19 and depressed market demand. Starting from 2019, the Company provides various training services to its clients, primarily related to e-commerce platform operation, expansion of channels, promotion strategy and capital market operation, via live and online sessions. The service income from providing training services totaled $89,643 and $308,243 for the six months ended June 30, 2020 and 2019. Through Porter Consulting we have also promoted the payment service of third-party payment service providers to merchants in Shenzhen and in return share a portion of the processing fees earned by such third-party payment service providers as commission. Our commission totaled $23,595 and $48,101 for the six months ended June 30, 2020 and 2019, respectively. The approximately 50% decline in commission for the first half of 2020 was also the result of the COVID-19 pandemic and nationwide economic slowdowns. Revenues of $11,928 and $31,666 were generated from trading business for the six months ended June 30, 2020 and 2019, respectively. Revenue of others were $39,481 and $45,419 for the three months ended June 30, 2020 and 2019, respectively.

~~Table~~Cost of ~~Contents~~revenue. Our cost of revenue was $379,804 for the six months ended June 30, 2020, compared to $799,418 for the same period last year. Cost of revenue refers to the cost incurred in performing consulting services, third-party payment service and other business. The cost of consulting service arises from shell acquisitions, and legal and accounting advisory service outsourced to third-party service providers. The decrease of cost of revenue in the six months ended June 30, 2020 is in line with the decrease of revenue.

~~ITEM~~Gross 3profit and gross margin. ~~QUANTITATIVE~~Our ~~AND~~gross ~~QUALITATIVE~~profit ~~DISCLOSURES~~was ~~ABOUT~~$91,129 ~~MARKET~~for ~~RISK~~the six months ended June 30, 2020, compared to $895,021 for the same period last year. Gross profit as a percentage of revenue (gross margin) was 19.35% for the six months ended June 30, 2020, compared to 52.82% for the same quarter last year. The decrease of gross profit was mainly due to the decrease of business demand and suspension of business process as a result of the impacts of COVID-19.

~~Not~~General ~~applicable~~and administrative expenses. As shown below, our general and administrative expenses consist primarily of compensation and benefits to our general management, finance and administrative staff, professional fees and other expenses incurred in connection with general operations. Our general and administrative expenses decreased by $136,557 to $1,026,535 for the six months ended June 30, 2020, compared to $1,163,092 for the same period in 2019. Decrease was mainly due to $162,831 of allowance for doubtful accounts reserved during the six months ended June 30, 2020. Due to the impact of COVID-19, the Company encountered further uncertainties in accounts collectability during July and August 2020, and hence brought legal actions in attempt to recover the accounts receivable. This led to addition of allowance for doubtful accounts. Besides, there was a decrease of legal and professional fees and an increase of lease and management fee by $14,111 and $44,588, respectively, compared to corresponding period in prior year. On the other hand, salary and staff benefits decreased $329,756 due to the reduction of the basic salary as a result of fewer working days than usual as employees had to stay at home caused by COVID-19 since the beginning of 2020. Moreover, a total of $51,645 of impairment related to the goodwill and intangible assets of Maihuolang E-Commerce was recognized for the six months ended June 30, 2020.

ITEM 4. CONTROLS AND PROCEDURES.

	Six months ended June 30,
	2020				2019				Fluctuation
	Amount		%		Amount		%		Amount			%
Salary and staff benefits	$	296,499		28.88	$	626,255		53.84	$	(329,756	)		(52.66	)
Lease and management fee		187,760		18.29		143,172		12.31		44,588			31.14
Legal and professional fees		267,067		26.02		281,178		24.18		(14,111	)		(5.02	)
Depreciation and amortization		26,591		2.59		11,944		1.03		14,647			122.63
Bad debt provision		162,831		15.86		17,006		1.46		145,825			857.49
Impairment		51,645		5.03		-		-		51,645			-
Others		34,142		3.33		83,537		7.18		(49,395	)		(59.13	)
Total general and administrative expenses	$	1,026,535		100.00	$	1,163,092		100.00	$	(136,557	)		(11.74	)

~~Evaluation~~Income oftax ~~Disclosure~~expense. ~~Controls~~Our ~~and~~Income ~~Procedures~~tax expense was $nil for the six months ended June 30, 2020, compared to income tax expense $45,730 for the same period last year.

AsNet ~~required~~loss. byAs ~~Rule~~a ~~13a-15~~result ~~under the Exchange Act, our management has carried out an evaluation, with the participation and under the supervision~~ of ~~our Chief Executive Officer and Chief Financial Officer, of~~ the ~~effectiveness~~cumulative ofeffect ~~the design and operation~~ of ~~our disclosure controls and procedures as of March 31, 2020. Disclosure controls and procedures refer to controls and other procedures designed to ensure that information required to be disclosed in~~ the ~~reports~~factors wedescribed ~~file or submit under the Exchange Act is recorded~~above, ~~processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to~~ our ~~management,~~net ~~including~~loss ~~our~~increased ~~chief~~by ~~executive officer and chief financial officer~~$607,889 ~~as appropriate,~~ to ~~allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures~~$914,107 ~~management~~for ~~recognizes~~the ~~that~~six ~~any~~months ~~controls~~ended ~~and~~June ~~procedures~~30, no2020 ~~matter~~from ~~how well designed and operated~~$306,218 ~~can~~for ~~provide only reasonable assurance of achieving~~ the ~~desired~~same ~~control~~period ~~objectives, and management is required to apply its judgment~~ in ~~evaluating and implementing possible controls and procedures~~2019.

Management conducted its evaluation of disclosure controls and procedures under the supervision of our chief executive officer and chief financial officer. Based upon, and as of the date of this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were ineffective as of March 31, 2020 due to the following material weaknesses that our management identified in our internal control over financial reporting as of March 31, 2020:29

~~(1) We~~Table ~~did~~of ~~not hold shareholders meetings during the last fiscal year;~~Contents

~~(2) We~~Limited doOperating ~~not~~History; ~~have~~Need anfor ~~audit~~Additional ~~committee;~~Capital

~~(3) We~~There dois ~~not~~limited ~~have~~historical ~~sufficient~~financial ~~and~~information ~~skilled~~about ~~accounting~~us ~~personnel~~on ~~with~~which anto ~~appropriate~~base ~~level~~an evaluation of ~~technical~~our ~~accounting~~performance. ~~knowledge~~We ~~and~~cannot ~~experience~~guarantee we will be successful in our business operations. Our business is subject to risks inherent in the ~~application~~development of ~~accounting~~a ~~principles~~new ~~generally~~business ~~accepted~~enterprise, inincluding limited capital resources, a narrow client base, limited sources of revenue, and possible cost overruns due to the ~~United~~price ~~States~~and ~~commensurate~~cost ~~with~~increases ~~our~~in ~~financial~~supplies ~~reporting~~and ~~requirements;~~services.

~~(4) We~~Without doadditional funding, management believes that we will not have ~~appropriate~~sufficient ~~policies~~funds ~~and~~to ~~procedures~~meet inour ~~place~~obligations tobeyond ~~evaluate~~one year after the ~~proper~~date ~~accounting~~our ~~and~~condensed ~~disclosures~~consolidated offinancial ~~key~~statements ~~documents~~are ~~and~~issued. ~~agreements~~These ofconditions ~~revenue~~give ~~process;~~rise to substantial doubt as to our ability to continue as a going concern.

~~(5)~~ We have ~~not~~been, ~~maintained~~and ~~sufficient~~intend ~~internal~~to ~~controls~~continue, ~~over~~working ~~cash~~toward identifying and obtaining new sources of financing. To date we have been dependent on related ~~controls,~~parties ~~including~~for ~~failure~~our tosource ~~segregate~~of ~~cash~~funding. ~~handling~~No ~~and~~assurances ~~accounting~~can ~~functions~~be ~~and~~given ~~did~~that ~~not~~we ~~require~~will ~~dual~~be ~~signature~~successful onin obtaining additional financing in the ~~Company’s~~future. ~~bank~~Any ~~accounts~~future financing that we may obtain may cause significant dilution to existing stockholders. ~~Alternatively,~~Any ~~the~~debt ~~effects~~financing ofor ~~poor~~other ~~cash~~financing ~~controls~~of ~~were~~securities ~~mitigated~~senior byto ~~the~~common ~~fact~~stock that we ~~had~~are ~~limited~~able ~~transactions~~to inobtain will likely include financial and other covenants that will restrict our ~~bank~~flexibility. ~~accounts;~~Any failure to comply with these covenants would have a negative impact on our business, prospects, financial condition, results of operations and cash flows.

~~(6) We~~If ~~retain~~adequate ~~copies~~funds ofare ~~all~~not ~~financial~~available, ~~data~~we ~~and~~may ~~material~~be ~~agreements;~~required ~~however~~to delay, ~~there~~scale isback noor ~~formal~~eliminate ~~procedure~~portions of our operations or ~~evidence~~obtain offunds ~~normal~~through ~~backup~~arrangements ofwith ~~our~~strategic ~~data~~partners or ~~off-site~~others ~~storage~~that ofmay ~~data~~require inus ~~the~~to ~~event~~relinquish rights to certain of ~~theft,~~our ~~misplacement~~assets. Accordingly, orthe inability to obtain such financing could result in a significant loss ~~due~~of toownership ~~unmitigated~~and/or ~~factors.~~control Weof ~~did~~our ~~not~~assets ~~implement~~and ~~appropriate~~could ~~information~~also ~~technology~~adversely ~~controls~~affect our ability to fund our continued operations and our expansion efforts.

ACurrently, ~~material~~we ~~weakness~~spend isapproximately a$200,000 ~~deficiency~~per ormonth afor ~~combination~~basic operations. During the next 12 months, we expect to incur the same amount of ~~deficiencies~~expenses ineach ~~internal~~month. ~~control~~However, ~~over~~as ~~financial~~we ~~reporting~~work ~~such~~to ~~that~~expand ~~there~~our isoperations, awe ~~reasonable~~expect ~~possibility~~to ~~that~~incur asignificant ~~material~~research, ~~misstatement~~marketing ofand development costs and expenses on our ~~annual~~online ~~financial~~service ~~statements~~platforms that meet the constantly evolving industry standards and consumer demands. We will ~~not~~also beneed ~~prevented~~to orhire ~~detected~~additional employees in aorder ~~timely~~to ~~basis~~provide new services and accommodate new clients.

WeLiquidity plan to take steps to remediate these material weaknesses as soon as practicable by implementing a plan to improve our internal control over financial reporting including, but not limited to, hiring additional staff and~~/or~~ ~~outside~~Capital consultants experienced in US GAAP financial reporting as well as in SEC reporting requirements. Our management team will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and is committed to taking further action and implementing additional enhancements or improvements.Resources

~~Our~~Working management does not believe that these material weaknesses had a material effect on our financial condition or results of operations or caused our condensed consolidation financial statements as of and for the period ended March 31, 2020 to contain a material misstatement.Capital

Changes in Internal Control over Financial Reporting

	June 30, 2020			December 31, 2019
Current Assets	$	1,337,738		$	1,398,210
Current Liabilities		3,216,743			2,435,885
Working Capital Deficiency	$	(1,879,005	)	$	(1,037,675	)

~~Except~~As ~~for~~of ~~the~~June ~~matters~~30, ~~described above~~2020, ~~there~~we ~~were~~had nocash ~~changes~~of in$63,468. ~~our~~To ~~internal controls over financial reporting during the quarter ended March 31~~date, ~~2020~~we ~~that~~ have ~~materially~~financed ~~affected,~~our oroperations ~~are~~primarily ~~reasonably~~through ~~likely~~borrowings tofrom ~~materially~~our ~~affect~~stockholders, ~~our~~related ~~internal~~and ~~control~~unrelated ~~over financial reporting~~parties.

Table of Contents

~~PART~~Going IIConcern Uncertainties

~~OTHER~~The ~~INFORMATION~~accompanying condensed consolidated financial statements have been prepared assuming we will continue as a going concern. We have incurred net loss of $914,107 during the six months ended June 30, 2020, resulting in an accumulated deficit of $3,095,511 as of June 30, 2020, and we currently have net working capital deficit of $1,879,005. These conditions raise substantial doubt about our ability to continue as a going concern. The ability to continue as a going concern is dependent upon generating profitable operations in the future and/or obtaining the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they become due. We may have to rely on additional debt financing, loans from existing directors and shareholders and private placements of capital stock for additional funding. Our sources of capital in the past have included borrowings from our stockholders and related parties. The sale of additional equity securities could result in dilution to our stockholders. The incurrence of indebtedness would result in increased debt service obligations and could require us to agree to operating and financial covenants that would restrict our operations. Financing may not be available in amounts or on terms acceptable to us, if at all. If we are unable to generate profitable operations and/ or obtaining the necessary financing, we may be forced to curtail operations.

ITEM 1. LEGAL PROCEEDINGS.

	Six Months Ended June 30,
	2020			2019
Net cash used in operating activities	$	(544,540	)	$	(716,899	)
Net cash used in investing activities		(21,287	)		(1,137	)
Net cash provided by financing activities		331,782			546,512
Effect of exchange rate changes on cash		72,780			(6,883	)
Net decrease in cash		(161,265	)		(178,407	)
Cash at the beginning of period		224,733			728,121
Cash at the end of period	$	63,468		$	549,714

~~From~~Operating time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. We are currently not aware of any legal proceedings or claims that would require disclosure under Item 103 of Regulation S-K. 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.Activities

~~ITEM~~Net 1Acash used in operating activities was $544,540 for the six months ended June 30, 2020, as compared to $716,899 net cash used in operating activities for the six months ended June 30, 2019. ~~RISK~~The ~~FACTORS~~net cash used in operating activities for the six months ended June 30, 2020 was mainly due to our net loss of $914,107, an increase in operating lease liability of $155,600 and tax payable of $41,359, partially offset by the decrease in accruals and other payables of $97,444 and deferred revenue of $74,991. The net cash used in operating activities for the six months ended June 30, 2019 was mainly due to our net loss of $306,218, an increase in accounts receivable of $623,243 and a decrease in operating lease liability of $105,966, partially offset by the increase in accruals and other payables of $138,927.

~~Not~~Investing ~~applicable.~~Activities

~~ITEM~~Net 2cash used in investing activities was $21,287 for the six months ended June 30, 2020, as compared to $1,137 net cash used in investing activities for the six months ended June 30, 2019. ~~UNREGISTERED~~The ~~SALES~~net OFcash ~~EQUITY~~used ~~SECURITIES~~in ~~AND~~investing ~~USE~~activities OFfor ~~PROCEEDS~~the six months ended June 30, 2020 was attributable to the purchase of $1,379 of equipment and $19,908 of intangible assets, compared to the purchase of $1,137 of equipment in the six months ended June 30, 2019.

~~None.~~Financing Activities

~~ITEM~~Net 3cash provided by financing for the six months ended June 30, 2020 was $331,782, as compared to $546,512 for the six months ended June 30, 2019. ~~DEFAULTS~~For ~~UPON~~the ~~SENIOR~~six ~~SECURITIES~~months ended June 30, 2020, we obtained advances of $1,407,975 from shareholders and repaid $1,076,193 to shareholders. During the six months ended June 30, 2019, we obtained advances of $3,906,022 from shareholders and repaid $3,355,088 to shareholders.

~~None.~~31

~~ITEM~~Table 4.of ~~MINE SAFETY DISCLOSURES.~~Contents

~~Not~~Contractual ~~applicable.~~Obligations and Commercial Commitments

~~ITEM~~We 5.had ~~OTHER~~the ~~INFORMATION.~~following contractual obligations and commercial commitments as of June 30, 2020:

None.

Contractual Obligations	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
Amounts due to shareholders	$	1,776,281	$	1,776,281	$	-	$	-	$	-
Amount due to related parties		1,090		1,090		-		-		-
Leases		646,658		290,241		356,417		-		-
Total	$	2,424,029	$	2,067,612	$	356,417	$	-	$	-

~~ITEM~~We 6believe that our current cash and financing from our existing stockholders are adequate to support operations for the next 12 months. ~~EXHIBITS~~We may, however, in the future, require additional cash resources due to changed business conditions, implementation of our strategy to expand our business or other investments or acquisitions we may decide to pursue. If our own financial resources are insufficient to satisfy our capital requirements, we may seek to sell additional equity or debt securities or obtain additional credit facilities. The sale of additional equity securities could result in dilution to our stockholders. The incurrence of indebtedness would result in increased debt service obligations and could require us to agree to operating and financial covenants that would restrict our operations. Financing may not be available in amounts or on terms acceptable to us, if at all. Any failure by us to raise additional funds on terms favorable to us, or at all, could limit our ability to expand our business operations and could harm our overall business prospects.

~~The~~Capital ~~following exhibits are filed as part of this report or incorporated by reference:~~Expenditures

Exhibit No.		Description
31.1		Certifications of Principal Executive Officer and Principal Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certifications of Principal Executive Officer and Principal Financial Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

We incurred capital expenditures of $21,287 and $1,137 for the six months ended June 30, 2020 and 2019, respectively.

31Off-Balance Sheet Transactions

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

~~SIGNATURES~~Critical Accounting Policies

~~Pursuant~~Our condensed consolidated financial information has been prepared in accordance with U.S. GAAP, which requires us to make estimates and judgments that affect the ~~requirements~~reported amounts of assets, liabilities, revenues, costs and expenses, and related disclosures. On an on-going basis, we evaluate our estimates based on historical experience and on various other assumptions that are believed to be reasonable under the ~~Securities~~circumstances, ~~Exchange~~the ~~Act~~results of ~~1934,~~which form the ~~registrant~~basis ~~has~~for ~~duly~~making ~~caused~~judgments ~~this~~about ~~report~~the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Since the use of estimates is an integral component of the financial reporting process, our actual results could differ from those estimates. Some of our accounting policies require a higher degree of judgment than others in their application. There were no other material changes to bethe ~~signed~~critical onaccounting ~~its~~policies ~~behalf~~previously bydisclosed in our audited consolidated financial statements for the ~~undersigned~~year ~~thereunto~~ended ~~duly~~December ~~authorized~~31, 2019 included in the Annual Report on Form 10-K filed on May 1, 2020.

~~Date: June 25, 2020~~32

~~PORTER~~Table ~~HOLDING~~of ~~INTERNATIONAL, INC. By: /s/ Zonghua Chen Zonghua Chen Chief Executive Officer and Chief Financial Officer~~Contents

32ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable.

ITEM 4.

CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

As required by Rule 13a-15 under the Exchange Act, our management has carried out an evaluation, with the participation and under the supervision of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2020. Disclosure controls and procedures refer to controls and other procedures designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating and implementing possible controls and procedures.

Management conducted its evaluation of disclosure controls and procedures under the supervision of our chief executive officer and chief financial officer. Based upon, and as of the date of this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were ineffective as of June 30, 2020 due to the following material weaknesses that our management identified in our internal control over financial reporting as of June 30, 2020:

(1) We did not hold shareholders meetings during the last fiscal year;

(2) We do not have an audit committee;

(3) We do not have sufficient and skilled accounting personnel with an appropriate level of technical accounting knowledge and experience in the application of accounting principles generally accepted in the United States commensurate with our financial reporting requirements;

(4) We do not have appropriate policies and procedures in place to evaluate the proper accounting and disclosures of key documents and agreements of revenue process;

(5) We have not maintained sufficient internal controls over cash related controls, including failure to segregate cash handling and accounting functions and did not require dual signature on the Company’s bank accounts. Alternatively, the effects of poor cash controls were mitigated by the fact that we had limited transactions in our bank accounts; and

(6) We retain copies of all financial data and material agreements; however, there is no formal procedure or evidence of normal backup of our data or off-site storage of data in the event of theft, misplacement, or loss due to unmitigated factors. We did not implement appropriate information technology controls.

A material weakness is a deficiency or a combination of deficiencies in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual financial statements will not be prevented or detected in a timely basis.

We plan to take steps to remediate these material weaknesses as soon as practicable by implementing a plan to improve our internal control over financial reporting including, but not limited to, hiring additional staff and/or outside consultants experienced in US GAAP financial reporting as well as in SEC reporting requirements. Our management team will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and is committed to taking further action and implementing additional enhancements or improvements.

Our management does not believe that these material weaknesses had a material effect on our financial condition or results of operations or caused our condensed consolidation financial statements as of and for the period ended June 30, 2020 to contain a material misstatement.

Changes in Internal Control over Financial Reporting

Except for the matters described above, there were no changes in our internal controls over financial reporting during the quarter ended June 30, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II

OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS.

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. Other than the legal proceedings set forth below, we are currently not aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results:

On April 13, 2020, Henan Longji Real Estate Development Co., Ltd. (“Longji Real Estate”) filed an action against Porter E-Commerce, Zongjian Chen and Xue’an Yan related to certain loan of RMB 2 million (approximately $283,082) which loan occurred before Porter E-Commerce merged with the Company. On May 10, 2020, Porter E-Commerce, Zongjian Chen, Xue’an Yan and Longji Real Estate reached a settlement under which Porter E-Commerce agreed to pay off the loan principal of RMB 2 million in two installments before June 30, 2021 and interest accrued on unpaid principal since January 1, 2020 at a rate of 6% per annum. In addition, under the settlement, Zongjian Chen and Xue’an Yan, the two original shareholders of Porter E-Commerce agreed to be severally and jointly liable for the payoff of the principal and interest of the loan. Porter E-Commerce, Zongjian Chen and Xue’an Yan were also jointly liable for the litigation costs of RMB11,400 (approximately $1,614).

ITEM 1A.

RISK FACTORS.

Not applicable.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4.

MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5.

OTHER INFORMATION.

None.

ITEM 6.

EXHIBITS.

The following exhibits are filed as part of this report or incorporated by reference:

Exhibit No.		Description

31.1		Certifications of Principal Executive Officer and Principal Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certifications of Principal Executive Officer and Principal Financial Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema Document

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		XBRL Taxonomy Extension Label Linkbase Document

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

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SIGNATURES

Pursuant to the requirements 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.

Date: August 14, 2020

PORTER HOLDING INTERNATIONAL, INC.

By:	/s/ Zonghua Chen
	Zonghua Chen
	Chief Executive Officer and Chief Financial Officer

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