UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended ~~January~~ 31April 30, 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: 000-54520

XT Energy Group, Inc.

(Exact name of registrant as specified in its charter)

Nevada		98-0632932
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

No.1, Fuqiao Village, Henggouqiao Town Xianning, Hubei, China		437012
(Address of principal executive offices)		(Zip Code)

+ (86715) 8719899

(Registrant’s telephone number, including area code)

Not Applicable

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

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None		None		None

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 ☒

As of ~~May~~July 269, 2020, there were 531,042,000 shares of the issuer’s common stock, par value $0.001 per share, outstanding.

TABLE OF CONTENTS

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		ii
PART I – FINANCIAL INFORMATION		1
Item 1.	Financial Statements	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4450
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	6669
Item 4.	Controls and Procedures	6669
PART II – OTHER INFORMATION		6871
Item 1.	Legal Proceedings	6871
Item 1A.	Risk Factors	6972
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	7073
Item 3.	Defaults Upon Senior Securities	7073
Item 4.	Mine Safety Disclosures	7073
Item 5.	Other Information	7073
Item 6.	Exhibits	7073
SIGNATURES		7174

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This quarterly report on Form 10-Q contains forward-looking statements that relate to future events or our future financial performance. Some discussions in this report may contain forward-looking statements that involve risk and uncertainty.

A number of important factors could cause our actual results to differ materially from those expressed in any forward-looking statements made in this report. Forward-looking statements are often identified by words like: “believe,” “could,” “expect,” “estimate,” “anticipate,” “intend,” “project” and similar expressions or words which, by their nature, refer to future events. In some cases, you can also identify forward-looking statements by terminology such as “may,” “will,” “should,” “plans,” “predicts,” “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors” contained in our annual report on Form 10-K ~~filed~~for ~~with~~ the ~~Securities~~year ~~and~~ended ~~Exchange~~July ~~Commission on January 30~~31, ~~2020~~2019, which may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Factors that may cause actual results, our performance or achievements, or industry results, to differ materially from those contemplated by such forward-looking statements include, without limitation:

	●	our ability to generate revenue and profit;

	●	our ability to market our synthetic fuel and related products to more customers;

	●	our ability to identify and acquire access to additional facilities suitable for production of our synthetic fuel and related products;

	●	The effect that changes of government regulations affecting fossil fuel and renewable energy have on the solar power and synthetic fuel industry;

	●	future demand for solar energy solutions;

	●	fluctuations in the market price of petroleum and natural gases;

	●	unexpected delays, operational difficulties, cost-overruns or failures in our production processes;

	●	our ability to effectively design, launch, market, and sell new generations of our products and services;

	●	our ability to manage or expand operations and to fill customers’ orders on time;

	●	the effect of prices of raw materials and components and our ability to source raw materials and components at reasonable prices;

	●	our ability to maintain adequate control of our expenses as we seek to grow;

	●	our ability to establish or protect our intellectual property;

	●	the impact of significant government regulation in China;

	●	our ability to implement marketing and sales strategies and adapt and modify them as needed; and

	●	our implementation of required financial, accounting and disclosure controls and procedures and related corporate governance policies.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

The cautions outlined made in this statement and elsewhere in this document should not be construed as complete or exhaustive. In many cases, we cannot predict factors which could cause results to differ materially from those indicated by the forward-looking statements. Additionally, many items or factors that could cause actual results to differ materially from forward-looking statements are beyond our ability to control. We will not undertake an obligation to further update or change any forward-looking statement, whether as a result of new information, future developments, or otherwise.

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

XT Energy Group, Inc. and Subsidiaries

Unaudited Condensed Consolidated Balance Sheets

(Stated in U.S. Dollars)

	January 31, 2020			July 31, 2019
	April 30, 2020			July 31, 2019
ASSETS
Current assets
Cash	$	21,~~903~~517,~~098~~952		$	32,~~459~~279,~~783~~173
Restricted cash		-			76,698
Short-term investment		-			435,787
Notes receivable		1235,~~238,104~~224			21,~~064~~376,~~405~~785
Accounts receivable, net		1145,~~634,445~~674			31,~~928~~391,~~854~~403
Inventories, net		6,149,341			6,839,579
Accounts receivable - related party		17,196			-
Advances to suppliers		2,114,122			4,723,258
Inventories, net		679,357			5,813,871
Prepaid expenses		1,306,057			1,551,203
Advances to suppliers		1,769,242			3,744,863
Other receivables, net		211,886			509,426
Prepaid expenses		625,911			791,813
Other receivables from sale of discontinued operations		9,800,221			-
Other receivables, net		16,644			335,636
Other receivables - related parties		668,660			6,537
Other receivables from sale of discontinued operations		9,564,835			-
Current assets of discontinued operations		-			4,441,772
Other receivables - related parties		656,630			6,537
Total current assets		26,025,934			28,037,302
Current assets of discontinued operations		6,689,439			11,861,434
Total current assets		21,918,104			28,037,302
Other assets
Property, plant and equipment, net		11133,~~807,176~~310			154,~~061~~755,~~856~~524
Right-of-use assets		261,~~266,981~~754			-
Intangible assets, net		6,874,904			7,789,979
Right-of-use assets - related party		17,989			-
Prepaid expenses - non-current		200,911			192,327
Intangible assets, net		756			703,390
Goodwill		3,756,236			3,758,145
Prepaid expenses - non-current		77,748			158,014
Other assets of discontinued operations		-23,553,550			930,~~537~~722,~~179~~558
Total other assets		2423,~~906~~845,~~208~~107			36,339,486
Total assets	$	5045,~~932~~763,~~142~~211		$	64,376,788
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	32,~~484~~378,~~598~~572		$	32,~~164~~577,~~927~~069
Accounts payable - related party		-			9,554
Accounts payable - related parties		102,868			9,554
Advance from customers		142,~~553~~804,~~791~~646			153,~~599~~110,~~402~~181
Other payables and accrued liabilities		21,~~493~~867,~~936~~587			21,~~117~~946,~~660~~578
Other payables - related parties and director		76,~~511~~971,~~270~~614			6,~~375~~372,~~385~~163
Lease liabilities - current		~~820~~18,~~928~~115			-
Income taxes payable		853,755			858,662
Lease liabilities - current - related party		23,028			-
Current maturities of investment payable		136,245			136,314
Income taxes payable		523,567			558,011
Current maturities of investment payable - related parties		113,479			204,648
Current maturities of investment payable		132,972			136,314
Current liabilities of discontinued operations		-			1,499,012
Current maturities of investment payable - related parties		110,754			204,648
Total current liabilities		29,968,002			29,965,564
Current liabilities of discontinued operations		14,379,337			15,051,046
Total current liabilities		29,313,060			29,965,564
Other liabilities
Investment payable - related parties		-			279,764
Lease liabilities - noncurrent		~~866~~39,~~382~~140			-
Total other liabilities		866,382			279,764
Other liabilities of discontinued operations		579,857			-
Total liabilities		30,834,384			30,245,328
Total other liabilities		618,997			279,764
Total liabilities		29,932,057			30,245,328
Commitments and contingencies
Equity
Preferred stock: $0.001 par value, 100,000,000 shares authorized, none issued and outstanding		-			-
Common stock: $0.001 par value, 1,000,000,000 shares authorized, 531,042,000 shares issued and outstanding as of January 31, 2020 and July 31, 2019		531,042			531,042
Common stock: $0.001 par value, 1,000,000,000 shares authorized, 531,042,000 shares issued and outstanding as of April 30, 2020 and July 31, 2019		531,042			531,042
Additional paid-in capital		40,680,195			40,680,195
Subscription receivable		(250,000	)		(250,000	)
Statutory reserves		~~572~~594,~~642~~321			572,642
Accumulated deficit		(1923,~~660~~175,~~546~~872	)		(8,292,847	)
Accumulated other comprehensive loss		(12,~~654~~265,~~227~~013	)		(1,425,617	)
Total XT Energy Group, Inc. common stockholders’ equity		2016,~~219~~114,~~106~~673			31,815,415
Noncontrolling interests		(~~121~~283,~~348~~519	)		2,316,045
Total equity		2015,~~097~~831,~~758~~154			34,131,460
Total liabilities and equity	$	5045,~~932~~763,~~142~~211		$	64,376,788

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

XT Energy Group, Inc. and Subsidiaries

Unaudited Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income

(Stated in U.S. Dollars)

	For the Three Months Ended January 31,						For the Six Months Ended January 31,
	For the Three Months Ended April 30,						For the Nine Months Ended April 30,
	2020			2019			2020			2019
Revenue-products	$	2230,~~971,667~~459		$	211,~~412~~275,~~050~~268		$	63,~~138~~156,~~503~~482		$	4131,~~011~~609,~~006~~400
Revenue-installation of power systems		-			-			-			~~389~~392,~~482~~267
Total revenue		2230,~~971,667~~459			211,~~412~~275,~~050~~268			63,~~138~~156,~~503~~482			4132,~~400~~001,~~488~~667
Cost of sales-products		23,~~245~~362,~~313~~283			161,~~035~~157,~~930~~883			67,~~019~~744,~~093~~978			3126,~~471~~961,~~145~~012
Cost of sales-installation of power systems		-			-			-			~~357~~360,~~708~~265
Total cost of sales		23,~~245~~362,~~313~~283			161,~~035~~157,~~930~~883			67,~~019~~744,~~093~~978			3127,~~828~~321,~~853~~277
Gross profit		726,354			5,376,120			119,410			9,571,635
Gross (loss) profit		(3,131,824	)		117,385			(4,588,496	)		4,680,390
Operating expenses:
Selling expenses		~~654~~6,~~866~~862			~~690~~96,~~044~~272			~~878~~223,~~158~~921			~~803~~826,~~106~~482
General and administrative expenses		2520,~~395,601~~677			1,~~863~~002,~~457~~250			42,~~271~~692,~~010~~847			3,~~566~~571,~~119~~431
Research and development expenses		421,738			76,126			518,861			79,173
(Recovery of) provision for doubtful accounts		-			(1,421	)		654,502			(200,057	)
(Recovery) provision for doubtful accounts		(432,235	)		60,959			687,896			(103,928	)
Change in estimated contingent liabilities		-			(177,182	)		-			(21,438	)
Change in estimated contingent liabilities		-			155,744			-			155,744
Impairment of advances to suppliers		-			-			538,809			-
Impairment of advances to suppliers		538,809			-			538,809			-
Impairment loss of long-lived assets		-			-			4,999,504			-
Impairment loss of long-lives assets		4,999,504			-			4,999,504			-
Total operating expenses		527,539			919,919			9,109,583			4,176,418
Total operating expenses		8,578,283			2,846,330			11,894,238			4,500,214
(Loss) income from operations		(3,659,363	)		(802,534	)		(13,698,079	)		503,972
(Loss) income from operations		(7,851,929	)		2,529,790			(11,774,828	)		5,071,421
Other income (expenses)
Other income (expenses), net		(100,348	)		99,355			(81,078	)		130,110
Other expenses, net		(80,284	)		(437,338	)		(176,669	)		(337,089	)
Interest income		108,~~892~~749			155,~~540~~867			1320,~~194~~164			2425,~~735~~946
Interest expense		~~(29,900~~-	)		(~~226~~131,~~353~~888	)		(35,853	)		(~~703~~721,~~581~~216	)
Total other expenses, net		(~~119~~71,~~356~~535	)		(~~111~~563,~~458~~359	)		(~~103~~192,~~737~~358	)		(~~548~~1,~~736~~032,359	)
(Loss) income before income taxes		(7,971,285	)		2,418,332			(11,878,565	)		4,522,685
Loss before income taxes		(3,730,898	)		(1,365,893	)		(13,890,437	)		(528,387	)
Income tax benefit (expense)		~~262~~16,~~678~~482			~~(959~~36,~~092~~060	)		~~216~~4,~~482~~498			(1473,~~485,236~~471	)
(Loss) income from continuing operations		(7,708,607	)		1,459,240			(11,662,083	)		3,037,449
Loss from continuing operations		(3,714,416	)		(1,329,833	)		(13,885,939	)		(1,001,858	)
Discontinued operations:
(Loss) income from discontinued operations, net of applicable income taxes		(343,713	)		270,804			(518,475	)		270,804
Income (loss) from discontinued operations, net of applicable income taxes		58,454			1,479,358			(1,950,581	)		4,459,636
Loss on sale of discontinued operations, net of applicable income taxes		~~(454,067~~-	)		-			(454,067	)		-
(Loss) income from discontinued operations, net of applicable income taxes		(797,780	)		270,804			(972,542	)		270,804
Income (loss) from discontinued operations, net of applicable income taxes		58,454			1,479,358			(2,404,648	)		4,459,636
Net (loss) income		(83,~~506~~655,~~387~~962	)		1149,~~730,044~~525			(1216,~~634~~290,~~625~~587	)		3,~~308~~457,~~253~~778
Less: Net (loss) income attributable to noncontrolling interests from continuing operations		(~~972~~162,~~049~~315	)		85(18,~~464~~384	)		(1,~~215~~377,~~078~~393	)		~~287~~269,~~906~~522
Less: Net (loss) income attributable to noncontrolling interests from discontinued operations		(34,372	)		27,081			(51,848	)		27,081
Less: Net income (loss) attributable to noncontrolling interests from discontinued operations		-			76,121			(51,848	)		103,202
Net (loss) income attributable to XT Energy Group, Inc.	$	(73,~~499~~493,~~966~~647	)	$	191,~~617,499~~788		$	(1114,~~367~~861,~~699~~346	)	$	23,~~993~~085,~~266~~054
Net (loss) income	$	(83,~~506~~655,~~387~~962	)	$	1149,~~730,044~~525		$	(1216,~~634~~290,~~625~~587	)	$	3,~~308~~457,~~253~~778
Foreign currency translation adjustment		~~699~~(610,~~170~~642	)		1(229,~~046,405~~348	)		(~~249~~859,~~169~~811	)		~~665~~436,~~419~~071
Total comprehensive (loss) income		(74,~~807~~266,~~217~~604	)		2(79,~~776,449~~823	)		(1217,~~883~~150,~~794~~398	)		3,~~973~~893,~~672~~849
Less: Comprehensive (loss) income attributable to noncontrolling interests		(~~971~~162,~~784~~171	)		~~195~~49,~~287~~325			(1,~~287~~449,~~485~~656	)		~~375~~424,~~444~~769
Comprehensive (loss) income attributable to XT Energy Group, Inc.	$	(64,~~835~~104,433	)	$	2(129,~~581,162~~148	)	$	(1115,~~596~~700,~~309~~742	)	$	3,~~598~~469,~~228~~080
(Loss) earnings per common share - basic and diluted
Continuing operations	$	(0.01	)	$	(0.00	)	$	(0.02	)	$	(0.00	)
Discontinued operations	$	(0.00	)	$	0.00		$	(0.00	)	$	0.0001
Weighted average number of common shares outstanding - basic and diluted		531,042,000			~~591~~579,~~042~~808,~~000~~200			531,042,000			~~591~~589,~~042~~497,~~000~~882

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

XT Energy Group, Inc. and Subsidiaries

Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity

(Stated in U.S. Dollars)

																						Accumulated
											Additional					Accumulated deficit						other
	Preferred										Additional					Accumulated deficit						other
	Preferred stock				Common stock						paid-in		Subscription			Statutory						comprehensive			Noncontrolling
	stock				Common stock						paid-in		Subscription			Statutory						comprehensive			Noncontrolling
	Shares		Par Value		Shares			Par value			capital		receivable			reserves			Unrestricted			loss			interests			Total
BALANCE, August 1, 2018		-	$	-		591,042,000		$	591,042		$	9,860,068	$	(310,000	)	$	108,487		$	(6,743,399	)	$	(932,061	)	$	882,925		$	3,457,062
Contribution by shareholder		-		-		-			-			14,533,003		-			-			-			-			-			14,533,003
Statutory reserves		-		-		-			-			-		-			149,543			(149,543	)		-			-			-
Foreign currency translation adjustment		-		-		-			-			-		-			-			-			(358,701	)		(22,285	)		(380,986	)
Net income attributable to XT Energy Group, Inc.		-		-		-			-			-		-			-			1,375,767			-			-			1,375,767
Net income attributable to noncontrolling interest		-		-		-			-			-		-			-			-			-			202,442			202,442
BALANCE, October 31, 2018		-		-		591,042,000			591,042			24,393,071		(310,000	)		258,030			(5,517,175	)		(1,290,762	)		1,063,082			19,187,288
Contribution by shareholder		-		-		-			-			932,033		-			-			-			-			-			932,033
Statutory reserves		-		-		-			-			-		-			223,281			(223,281	)		-			-			-
Foreign currency translation adjustment		-		-		-			-			-		-			-			-			963,663			82,742			1,046,405
Net income attributable to XT Energy Group, Inc.		-		-		-			-			-		-			-			1,617,499			-			-			1,617,499
Noncontrolling interest from acquisition		-		-		-			-			-		-			-			-			-			862,193			862,193
Net income attributable to noncontrolling interest		-		-		-			-			-		-			-			-			-			112,545			112,545
BALANCE, January 31, 2019		-	$	-		591,042,000		$	591,042		$	25,325,104	$	(310,000	)	$	481,311		$	(4,122,957	)	$	(327,099	)	$	2,120,562		$	23,757,963
Contribution by shareholder		-		-		-			-			15,355,091		-			-			-			-			-			15,355,091
Statutory reserves		-		-		-			-			-		-			97,078			(97,078	)		-			-			-
Cancellation of issued shares		-		-		(60,000,000	)		(60,000	)		-		60,000			-			-			-			-			-
Foreign currency translation adjustment		-		-		-			-			-		-			-			-			(220,936	)		(8,412	)		(229,348	)
Net income attributable to XT Energy Group, Inc.		-		-		-			-			-		-			-			91,788			-			-			91,788
Contribution by noncontrolling interest shareholder		-		-		-			-			-		-			-			-			-			223,487			223,487
Net income attributable to noncontrolling interest		-		-		-			-			-		-			-			-			-			57,737			57,737
BALANCE, April 30, 2019		-	$	-		531,042,000		$	531,042		$	40,680,195	$	(250,000	)	$	578,389		$	(4,128,247	)	$	(548,035	)	$	2,393,374		$	39,256,718
																						Accumulated
	Preferred										Additional					Accumulated deficit						other
	stock				Common stock						paid-in		Subscription			Statutory						comprehensive			Noncontrolling
	Shares		Par Value		Shares			Par value			capital		receivable			reserves			Unrestricted			loss			interests			Total
BALANCE, August 1, 2019		-	$	-		531,042,000		$	531,042		$	40,680,195	$	(250,000	)	$	572,642		$	(8,292,847	)	$	(1,425,617	)	$	2,316,045		$	34,131,460
Statutory reserves		-		-		-			-					-			20,413			(20,413	)		-			-			-
Foreign currency translation adjustment		-		-		-			-			-		-			-			-			(893,143	)		(55,196	)		(948,339	)
Net loss attributable to XT Energy Group, Inc.		-		-		-			-			-		-			-			(3,867,733	)		-			-			(3,867,733	)
Net loss attributable to noncontrolling interest		-		-		-			-			-		-			-			-			-			(260,505	)		(260,505	)
BALANCE, October 31, 2019		-		-		531,042,000			531,042			40,680,195		(250,000	)		593,055			(12,180,993	)		(2,318,760	)		2,000,344			29,054,883
Statutory reserves		-		-		-			-					-			(20,413	)		20,413			-			-			-
Foreign currency translation adjustment		-		-		-			-			-		-			-			-			664,533			34,637			699,170
Net loss attributable to XT Energy Group, Inc.		-		-		-			-			-		-			-			(7,499,966	)		-			-			(7,499,966	)
Net loss attributable to noncontrolling interest		-		-		-			-			-		-			-			-			-			(1,006,421	)		(1,006,421	)
Deconsolidation of discontinued operations		-		-		-			-			-		-			-			-			-			(1,149,908	)		(1,149,908	)
BALANCE, January 31, 2020		-		-		531,042,000			531,042			40,680,195		(250,000	)		572,642			(19,660,546	)		(1,654,227	)		(121,348	)		20,097,758
Statutory reserves		-		-		-			-					-			21,679			(21,679	)		-			-			-
Foreign currency translation adjustment		-		-		-			-			-		-			-			-			(610,786	)		144			(610,642	)
Net loss attributable to XT Energy Group, Inc.		-		-		-			-			-		-			-			(3,493,647	)		-			-			(3,493,647	)
Net loss attributable to noncontrolling interest		-		-		-			-			-		-			-			-			-			(162,315	)		(162,315	)
BALANCE, April 30, 2020		-	$	-		531,042,000		$	531,042		$	40,680,195	$	(250,000	)	$	594,321		$	(23,175,872	)	$	(2,265,013	)	$	(283,519	)	$	15,831,154

																				Accumulated
									Additional					Accumulated deficit						other
	Preferred stock				Common stock				paid-in		Subscription			Statutory						comprehensive			Noncontrolling
	Shares		Par Value		Shares		Par value		capital		receivable			reserves			Unrestricted			loss			interests			Total
BALANCE, August 1, 2019		-	$	-		531,042,000	$	531,042	$	40,680,195	$	(250,000	)	$	572,642		$	(8,292,847	)	$	(1,425,617	)	$	2,316,045		$	34,131,460
Statutory reserves		-		-		-		-				-			20,413			(20,413	)		-			-			-
Foreign currency translation adjustment		-		-		-		-		-		-			-			-			(893,143	)		(55,196	)		(948,339	)
Net loss attributable to XT Energy Group, Inc.		-		-		-		-		-		-			-			(3,867,733	)		-			-			(3,867,733	)
Net loss attributable to noncontrolling interest		-		-		-		-		-		-			-			-			-			(260,505	)		(260,505	)
BALANCE, October 31, 2019		-		-		531,042,000		531,042		40,680,195		(250,000	)		593,055			(12,180,993	)		(2,318,760	)		2,000,344			29,054,883
Statutory reserves		-		-		-		-				-			(20,413	)		20,413			-			-			-
Foreign currency translation adjustment		-		-		-		-		-		-			-			-			664,533			34,637			699,170
Net loss attributable to XT Energy Group, Inc.		-		-		-		-		-		-			-			(7,499,966	)		-			-			(7,499,966	)
Net loss attributable to noncontrolling interest		-		-		-		-		-		-			-			-			-			(1,006,421	)		(1,006,421	)
Deconsolidation of discontinued operations		-		-		-		-		-		-			-			-			-			(1,149,908	)		(1,149,908	)
BALANCE, January 31, 2020		-	$	-		531,042,000	$	531,042	$	40,680,195	$	(250,000	)	$	572,642		$	(19,660,546	)	$	(1,654,227	)	$	(121,348	)	$	20,097,758

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

XT Energy Group, Inc. and Subsidiaries

Unaudited Condensed Consolidated Statements of Cash Flows

(Stated in U.S. Dollars)

	For the Six Months Ended January 31,
	For the Nine Months Ended April 30,
	2020			2019
Cash flows from operating activities:
Net (loss) income	$	(1216,~~634~~290,~~625~~587	)	$	3,~~308~~457,~~253~~778
Net (loss) income from discontinued operations		(~~972~~2,~~542~~404,648	)		~~270~~4,~~804~~459,636
Net (loss) income from continuing operations		(11,662,083	)		3,037,449
Net loss from continuing operations		(13,885,939	)		(1,001,858	)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation expense		~~584~~179,~~523~~584			~~501~~251,~~307~~346
Amortization expense		~~277~~42,~~326~~907			~~373~~206,948
Amortization of operating lease right-of-use assets		~~528~~12,~~521~~887			-
Allowance for (recovery of) doubtful accounts		687,896			(103,928	)
Amortization of operating lease right-of-use assets - related party		15,747			-
Impairment of inventories		1,666,439			-
Allowance for (recovery of) doubtful accounts		654,502			(200,057	)
Amortization of debt discount		35,853			249,175
Impairment of inventories		4,747,539			-
Change in estimated contingent liabilities		-			155,744
Gain from sales of equipment		(819	)		(51,457	)
Amortization of debt discount		35,848			378,632
Change in estimated contingent liabilities		-			(21,438	)
Impairment of advances to suppliers		538,809			-
Impairment loss of long-lives assets		4,999,504			-
Impairment loss of long-lived assets		4,999,504			-
Changes in operating assets and liabilities
Notes receivable		~~809~~1,~~445~~113,189			1805,~~007,956~~684
Accounts receivable		1545,~~560,606~~805			~~(331~~533,~~626~~148	)
Inventories		(1268,~~000,148~~692	)		(1826,~~350,604~~757	)
Advances to suppliers		21,~~017~~354,~~997~~224			(2,~~524~~021,~~708~~789	)
Contract assets		-			2,~~860~~880,~~384~~832
Prepaid expenses		~~(331~~204,~~835~~600	)		(~~569~~329,~~228~~918	)
Other receivables		~~290~~303,~~319~~396			345,~~934~~325
Accounts payable		~~315~~(33,~~123~~449	)		(1,~~753~~977,~~169~~930	)
Accounts payable - related party		(98,~~367~~530	)		-
Advance from customers		(1230,~~017,809~~406	)		12(3,~~370~~526,~~392~~654	)
Operating lease liabilities		~~(534~~1,~~093~~958	)		-
Other payables and accrued liabilities		(115,052	)		393,751
Operating lease liabilities - related party		(10,683	)		-
Income taxes payable		(4,386	)		392,082
Other payables and accrued liabilities		(519,354	)		739,873
Net cash (used in) provided by operating activities from continuing operations		(362,412	)		14,712,859
Income taxes payable		(20,866	)		(73,768	)
Net cash used in operating activities from discontinued operations		(489,058	)		(6,528,125	)
Net cash provided by (used in) operating activities from continuing operations		309,145			(4,189,838	)
Net cash (used in) provided by operating activities		(851,470	)		8,184,734
Net cash (used in) provided by operating activities from discontinued operations		(1,347,934	)		9,590,640
Net cash (used in) provided by operating activities		(1,038,789	)		5,400,802
Cash flows from investing activities:
Payment to former shareholders on businesses acquired		(399,~~439~~388	)		(89,~~838~~446,~~640~~738	)
Purchases of property, plant and equipment		(14,~~745,972~~773	)		(1156,~~350,493~~674	)
Refund of long-term investment		-			117,813
Proceeds from disposal of equipment		926			-
Refund of short-term investment		427,223			-
Purchase of short-term investment		-			(445,448	)
Purchase of intangible assets		(29,556	)		-
Refund of long-term investment		-			118,655
Collection of loan receivable		-			1,745,378
Refund of short-term investment		427,168			-
Loan to related party		(640,834	)		-
Purchase of intangible assets		-			(2,083	)
Net cash used in investing activities from continuing operations		(2,388,578	)		(8,325,942	)
Collection of loan receivable		-			1,757,855
Net cash used in investing activities from discontinued operations		(4,800	)		(73,644	)
Loan to related party		(640,752	)		-
Net cash used in investing activities		(2,393,378	)		(8,399,586	)
Net cash used in investing activities from continuing operations		(616,819	)		(8,174,433	)
Net cash used in investing activities from discontinued operations		(1,962,850	)		(2,682,438	)
Net cash used in investing activities		(2,579,669	)		(10,856,871	)
Cash flows from financing activities:
Borrowings from related parties		1616,~~124,496~~861			1,~~517~~848,~~602~~179
Capital contribution from stockholders		-			630,~~738~~820,~~144~~127
Payments of short-term loan - bank		-			(455,628	)
Payments of from third party loan		-			(1,933,641	)
Payments of from third party loan		-			(174,538	)
Proceeds from related party loans		-			15,234,747
Proceeds from related party loans		-			2,036,275
Payments of related party loans		-			(35,362,191	)
Payments of related party loans		-			(22,020,857	)
Net cash provided by financing activities from continuing operations		616,861			10,607,221
Proceeds from note payable		-			76,797
Net cash provided by (used in) financing activities from discontinued operations		431,440			(4,749,636	)
Net cash provided by (used in) financing activities from continuing operations		1,124,496			(12,282,205	)
Net cash provided by financing activities		1,048,301			5,857,585
Net cash provided by financing activities from discontinued operations		-			6,211,051
Effect of exchange rate change on cash and restricted cash		(106,051	)		20,799
Net cash provided by (used in) financing activities		1,124,496			(6,071,154	)
Net change in cash and restricted cash		(2,676,208	)		422,315
Effect of exchange rate change on cash and restricted cash		(48,350	)		64,321
Net change in cash and restricted cash		(2,168,702	)		(6,221,685	)
Cash and restricted cash - beginning of period		5,466,380			14,245,783
Cash and restricted cash - end of period		32,~~297~~790,~~678~~172			814,~~024~~668,098
Less: Cash and restricted cash from discontinued operations		(~~394~~1,~~580~~272,220	)		(~~297~~2,~~186~~016,997	)
Cash and restricted cash from continuing operations, end of period	$	21,~~903~~517,~~098~~952		$	712,~~726~~651,~~912~~101
Supplemental disclosure of cash flow information:
Interest paid	$	-		$	84299,~~548~~699
Income tax paid	$	16,~~370~~368		$	~~126~~1,~~057~~166,544
Supplemental non-cash information:
Operating lease right-of-use assets obtained in exchange for operating lease liabilities	$	2,~~752~~635,~~080~~069		$	-
Unpaid other receivables balance resulted from sale of discontinued operations	$	9,612,509		$	-
Operating lease right-of-use assets obtained in exchange for operating lease liabilities of related party	$	33,823		$	-
Recognition of other payables to former subsidiary upon sale of discontinued operations	$	479,970		$	-
Unpaid other receivables balance resulted from sale of discontinued operations	$	9,611,277		$	-
Loan to third party offset with investment payable	$	-		$	519,286
Recognition of other payables to former subsidiary upon sale of discontinued operations	$	479,909		$	-
Reclassification of accounts receivable to related party upon change of related party status	$	17,279		$	-
Reclassification of accounts payable to related party upon change of related party status	$	102,532		$	-
Other receivables - related party offset with other payables - related party upon execution of offset agreement	$	566,805		$	-
Loan to third party offset with investment payable	$	-		$	522,998
Other receivables outstanding from sales of equipment	$	-		$	301,205

The following table provides a reconciliation of cash and restricted cash reported within the statements of financial position that sum to the total of the same amounts shown in the statements of cash flows:

	January 31,		July, 31
	April 30,		July, 31
	2020		2019
Cash	$	2,903,098	$	3,459,783
Total cash shown in the consolidated statements of cash flows from continuing operations	$	1,517,952	$	2,279,173
Restricted cash		-		76,698
Total cash and restricted cash shown in the consolidated statements of cash flows from discontinued operations		1,272,220		3,187,207
Total cash and restricted cash shown in the consolidated statements of cash flows from continuing operations		2,903,098		3,536,481
Total cash and restricted cash shown in the consolidated statements of cash flows	$	2,790,172	$	5,466,380
Total cash and restricted cash shown in the consolidated statements of cash flows from discontinued operations		394,580		1,929,899
Total cash and restricted cash shown in the consolidated statements of cash flows	$	3,297,678	$	5,466,380

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

XT Energy Group, Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

Note 1 – Nature of business and organization

XT Energy Group, Inc. (the “Company” or “XT Energy”) was incorporated in the State of Delaware on September 2, 2008 as Goa Sweet Tours Ltd. On April 17, 2012, the Company entered into certain share purchase agreements, by and among Luck Sky International Investment Holdings Limited (“Luck Sky”), an entity owned and controlled by Zhou Deng Rong, the former Chief Executive Officer and director of the Company, and certain of the Company’s former stockholders who owned, in the aggregate, 7,200,000 shares of the Company’s common stock (90% of the then outstanding shares). On May 15, 2012, Luck Sky purchased all 7,200,000 shares for an aggregate of $235,000.

On May 30, 2014, the Company purchased 100% of the issued and outstanding shares of Luck Sky (Hong Kong) Aerodynamic Electricity Limited (“Xiangtian HK”) from its sole shareholder, Zhou Jian, who is also the Chairman of the Company. As a result of the acquisition, Xiangtian HK became the Company’s wholly owned subsidiary and the wholly owned subsidiary of Xiangtian HK in the People’s Republic of China (“China,” or the “PRC”), Luck Sky (Shenzhen) Aerodynamic Electricity Limited (“Xiangtian Shenzhen”) became the Company’s indirect subsidiary through Xiangtian HK.

Effective October 31, 2016, the Company was reincorporated from Delaware into Nevada as a result of its merger with and into its wholly owned Nevada subsidiary.

The Company is engaged in a variety of energy-related businesses through its subsidiaries and controlled entities in China carried out through the Company’s variable interest entities (“VIEs”), formerly Sanhe Luck Sky Electrical Engineering Co., Ltd. (“Sanhe Xiangtian”) and now Xianning Xiangtian Energy Holding Group Co. Ltd. (“Xianning Xiangtian”), formerly known as Xianning Sanhe Power Equipment Manufacturing Co. Ltd. One of the businesses is in the field of Compressed Air Energy Storage in China and the Company produces electricity generation systems that combine its compressed air storage technology with photovoltaic (“PV”) panels to achieve a continuous supply of power under weather conditions that are unfavorable to the generation of electricity from PV panels alone. The sales and installation of power generation systems and PV systems and the sales of PV panels, air compression equipment and heat pump products have been carried out through Xianning Xiangtian.

In March 2018, Xianning Xiangtian formed Xiangtian Zhongdian (Hubei) New Energy Co. Ltd. (“Xiangtian Zhongdian”), a joint venture in China, in which Xianning Xiangtian holds a 70% ownership interest with the remaining 30% ownership held by Nanjing Zhongdian Photovoltaic Co. Ltd. Xiangtian Zhongdian is in the business of manufacturing and sales of PV panels.

In April 2018, Xianning Xiangtian formed a wholly owned subsidiary, Jingshan Sanhe Xiangtian New Energy Technology Co. Ltd. (“Jingshan Sanhe”), which is engaged in the business of researching, manufacturing and sales of high-grade synthetic fuel products.

In June 2018, Xianning Xiangtian acquired Hubei Jinli Hydraulic Co., Ltd. (“Hubei Jinli”), which is engaged in the business of manufacturing and sales of hydraulic parts and electronic components, and acquired Tianjin Jiabaili Petroleum Products Co. Ltd. (“Tianjin Jiabaili”), which is engaged in the business of manufacturing and sales of petroleum products (See Note 3 – Business combinations).

In August 2018, Xianning Xiangtian formed a wholly owned subsidiary, Xianning Xiangtian Trade Co. Ltd. (“Xiangtian Trade”), which is engaged in trading general merchandise.

In September and October 2018, January 2019 and March 2019, Mr. Jian Zhou, the Company’s Chairman and principal shareholder as well as a shareholder of Xianning Xiangtian, and Zhou Deng Rong, the Company’s former Chief Executive Officer and director, injected an aggregate of Renminbi (“RMB”) 209,260,000 (approximately $30.8 million) as capital contribution to Xianning Xiangtian.

On November 5, 2018, the Company changed its name to XT Energy Group, Inc. through a merger with and into a newly formed, wholly-owned subsidiary, which subsidiary was formed for purposes of the name change.

XT Energy Group, Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

In December 2018, Xianning Xiangtian acquired 90% of the equity interest in each of Hubei Rongentang Wine Co., Ltd. (“Wine Co.”), which is engaged in the business of manufacturing and sales of wine, and Hubei Rongentang Herbal Wine Co., Ltd. (“Herbal Wine Co.,” collectively with “Wine Co.,” “Rongentang”), which is engaged in the business of manufacturing and sales of herbal wine products (See Note 3 – Business Combinations).

On January 6, 2020, the Company entered into an equity transfer agreement with Kairui Tong and Hao Huang (the “Buyers”), which the Company agreed to sell its 90% ownership in Wine Co. and Herbal Wine Co. to the Buyers for approximately $9.6 million (RMB 67.5 million), of which, 54% ownership are sold to Kairui Tong, the legal representative and general manager of Wine Co. and Herbal Wine Co, and 36% ownership are sold to Hao Huang, an unrelated third party. The result of operations of Rongentang was presented as discontinued operations for ~~the~~nine ~~three and six~~ months ended ~~January~~April 3130, 2020 unaudited condensed consolidated financial statements. (See Note 4 – Discontinued Operations).

On April 14, 2020, the Company’s Board of Directors (the “Board”), discussed a plan to pursue the potential sale of all its ownership interest in Jingshan Sanhe and Hubei Jinli due to the coronavirus outbreak might affect the Company’s future business operations and desired to scale back its variety of businesses. ~~Therefore~~The ~~the~~decision ~~result~~and ofaction ~~operations~~taken ~~will~~by bethe ~~presented~~Company asof disposing ~~discontinued operations for~~ Jingshan Sanhe and Hubei Jinli asrepresent ofa ~~April~~major ~~30,~~shift ~~2020~~that ~~and~~had ~~for~~a ~~the~~major ~~three~~effect ~~and~~on ~~nine~~the ~~months~~Company’s ~~ended~~operations ~~April~~and financial 30results, ~~2020~~which ~~unaudited~~trigger ~~condensed~~discontinued ~~consolidated financial~~operations ~~statements~~accounting ~~and~~in ~~thereafter~~accordance ~~until~~with ~~the~~ASC ~~business will be disposed~~205-20-45.

On May 1, 2020, the Company acquired the remaining 30% ownership held by Nanjing Zhongdian Photovoltaic Co. Ltd. in Xiangtian Zhongdian at RMB 1 due to Xiangtian Zhongdian was at a net deficit position and Xiangtian Zhongdian became the Company’s wholly owned subsidiary.

On June 28, 2020, the Company entered into two equity transfer agreements with Xubin Zhang and Jian Zheng (the “Buyers”), which the Company agreed to sell its 100% ownership in Hubei Jinli to the Buyers for approximately $21.3 million (RMB 150.0 million), of which, 60% ownership are sold to Xubin Zhang, an unrelated third party, and 40% ownership are sold to Jian Zheng, an unrelated third party. The result of operations of Hubei Jinli was presented as discontinued operations for three and nine months ended April 30, 2020 unaudited condensed consolidated financial statements. (See Note 4 – Discontinued Operations).

On June 29, 2020, the Company entered into two equity transfer agreements with Xue Wang and Chao Feng (the “Buyers”), which the Company agreed to sell its 100% ownership in Jingshan Sanhe to the Buyers for approximately $4.3 million (RMB 30.0 million), of which, 60% ownership are sold to Xue Wang, an unrelated third party, and 40% ownership are sold to Chao Feng, an unrelated third party. The result of operations of Jingshan Sanhe was presented as discontinued operations for three and nine months ended April 30, 2020 unaudited condensed consolidated financial statements. (See Note 4 – Discontinued Operations).

Reorganization

On September 30, 2018, Xiangtian Shenzhen terminated its variable interest entity agreements (the “VIE Agreements”) as part of its restructuring to facilitate the shift of business focus between entities controlled by the Company. After the restructuring, the Company’s headquarters is located in the city of Xianning, Hubei Province, and Sanhe Xiangtian, the Company’s previous headquarters, located in the city of Sanhe, Hebei Province, became the Company’s sales office. The VIE Agreements include the following:

●

Framework Agreement on Business Cooperation, dated July 25, 2014, by and between Xiangtian Shenzhen and Sanhe Xiangtian;

●

Exclusive Management, Consulting and Training and Technical Service Agreement, dated July 25, 2014, by and between Xiangtian Shenzhen and Sanhe Xiangtian;

●

Exclusive Option Agreement, dated July 25, 2014, by and among Xiangtian Shenzhen, Sanhe Xiangtian and all the shareholders of Sanhe Xiangtian (“Shanhe Xiangtian Shareholders”);

●

Equity Pledge Agreement, dated July 25, 2014, by and among Xiangtian Shenzhen, Sanhe Xiangtian and the Shanhe Xiangtian Shareholders;

●

Know-How Sub-License Agreement, dated July 25, 2014, by and between Xiangtian Shenzhen and Sanhe Xiangtian; and

●

Powers of Attorney of the Sanhe Xiangtian Shareholders dated July 25, 2014.

In connection with the termination of the VIE Agreements, on September 30, 2018, Sanhe Xiangtian transferred its 100% equity interest of Xianning Xiangtian to the Sanhe Xiangtian Shareholders and the Sanhe Xiangtian Shareholders transferred their 100% equity interest of Sanhe Xiangtian to Xianning Xiangtian. As a result of the foregoing equity transfers, Sanhe Xiangtian became a wholly owned subsidiary of Xianning Xiangtian.

On the same day, the Company, through Xiangtian Shenzhen and Xiangtian HK, entered into a new series of variable interest entity agreements (“New VIE Agreements”), pursuant to which Xianning Xiangtian became the Company’s new contractually controlled affiliate. The New VIE Agreements allow the Company to:

●

exercise effective control over Xianning Xiangtian;

●

receive substantially all of the economic benefits of Xianning Xiangtian; and

XT Energy Group, Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

●

have an exclusive option to purchase all or part of the equity interests in Xianning Xiangtian when and to the extent permitted by the laws of the PRC.

The New VIE Agreements include the following:

● Framework Agreement on Business Cooperation, entered between Xiangtian Shenzhen and Xianning Xiangtian. ● Agreement of Exclusive Management, Consulting and Training and Technical Service, entered between Xiangtian Shenzhen and Xianning Xiangtian,. ● Exclusive Option Agreement, entered among Xiangtian HK, Xiangtian Shenzhen, Fei Wang, Zhou Jian and Xianning Xiangtian, ● Equity Pledge Agreement, entered among Xiangtian Shenzhen, Fei Wang, Zhou Jian, and Xianning Xiangtian,. ● Know-How Sub-License Agreement, entered between Xiangtian Shenzhen and Xianning Xiangtian, pursuant to which Xiangtian Shenzhen; and ● Powers of Attorney of the Xianning Xiangtian stockholders. ● Spousal Consent Letters of each of the spouses of the Xianning Xiangtian Shareholders

Framework Agreement on Business Cooperation

Pursuant to the Framework Agreement on Business Cooperation between Xiangtian Shenzhen and Xianning Xiangtian, the parties agreed to enter into a series of agreements, including Agreement of Exclusive Management, Consulting and Training and Technical Service, Know-How Sub-License Agreement, Equity Pledge Agreement, Exclusive Option Agreement and Power of Attorney. Specifically, Xiangtian Shenzhen will dispatch an operative team to Xianning Xiangtian to assist with Xianning Xiangtian with its planning and managing and regular business operations. The parties agreed to share the cooperation profits as set forth in the New VIE Agreements. The term of cooperation is 10 years and may be unilaterally extended by Xiangtian Shenzhen.

Agreement of Exclusive Management, Consulting and Training and Technical Service

Pursuant to the Agreement of Exclusive Management, Consulting and Training and Technical Service between Xiangtian Shenzhen and Xianning Xiangtian, Xianning Xiangtian engaged Xiangtian Shenzhen to provide consulting, training, management services and technical support exclusively for a term of 10 years, which may be unilaterally extended by Xiangtian Shenzhen. Xianning Xiangtian agrees to pay Xiangtian Shenzhen a service fee equal to one hundred percent (100%) of Xianning Xiangtian’s net income determined pursuant to the generally accepted accounting principles, payable quarterly.

Exclusive Option Agreement

Pursuant to the Exclusive Option Agreement among Xiangtian Shenzhen, Xiangtian HK, Xianning Xiangtian and the shareholders holding an aggregate of 100% of Xianning Xiangtian’s equity interest (“Xianning Xiangtian Shareholders”), the Xianning Xiangtian Shareholders irrevocably granted Xiangtian Shenzhen and Xiangtian HK an exclusive option to purchase from them, at its discretion, to the extent permitted under the PRC law, all or part of their equity interest in Xianning Xiangtian, and the purchase price will be the lowest price permitted by applicable PRC laws. The timing, method and times of exercise of this option to purchase are within Xiangtian Shenzhen and Xiangtian HK’s sole discretion. In addition, each of the Xianning Xiangtian Shareholders agreed to waive their respective preemptive rights when the other shareholder transfers the equity interest of Xianning Xiangtian to Xiangtian Shenzhen or its designated party. The Xianning Xiangtian Shareholders further agreed, among other things, without the prior written consent of Xiangtian Shenzhen and Xiangtian HK, not to transfer, sell or pledge their equity interest of Xianning Xiangtian. Without the prior written consent of Xiangtian Shenzhen and Xiangtian HK, Xianning Xiangtian may not amend its articles of association, change the amount and structure of its registered capital or sell any of its assets or beneficial interest.

XT Energy Group, Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

Equity Pledge Agreement

Pursuant to the Equity Pledge Agreement among Xiangtian Shenzhen, Xianning Xiangtian and the Xianning Xiangtian Shareholders, the Xianning Xiangtian Shareholders pledged all of their respective equity interest in Xianning Xiangtian to Xiangtian Shenzhen to guarantee the performance of Xianning Xiangtian’s obligations under the New VIE Agreements, other than the Equity Pledge Agreement. Xiangtian Shenzhen will be deemed to have created the encumbrance of the first order in priority on the pledged equity interest. In the event of any breach of the VIE Agreements, other than this Equity Pledge Agreement, or failure to satisfy the guaranteed obligations, Xiangtian Shenzhen will have the right to dispose of the pledged equity interest. The Xianning Xiangtian Shareholders may receive dividends or share profits only with prior consent from Xiangtian Shenzhen, and such dividends and profits will be deposited into a bank account designated by and under supervision of Xiangtian Shenzhen and to be used for repayment of any liability due to any breach of the VIE Agreements by Xianning Xiangtian or the Xianning Xiangtian Shareholders. The agreement will remain effective until the termination of the VIE Agreements, other than this Equity Pledge Agreement.

Know-How Sub-License Agreement

Pursuant to the Know-How Sub-License Agreement between Xiangtian Shenzhen and Xianning Xiangtian, Xiangtian Shenzhen agreed to grant an exclusive and non-transferable sublicense to use the patents, patent applications and all related trade secrets and technology and improvements on photovoltaic installation and the air energy storage power generation technology (“Technology”) but without sublease right in the territory of China, exclusive of the Hong Kong Special Administrative Region, the Macao Special Administrative Region and the Taiwan Region for the purpose of the agreement. Xianning Xiangtian agreed to pay Xiangtian Shenzhen a quarterly royalty fee equal to five percent (5%) of Xianning Xiangtian’s gross revenue of each quarter. The shareholders of Xianning Xiangtian pledged all of their equity interest of Xianning Xiangtian as collateral for the royalty fee payable under this agreement. The agreement will remain effective throughout the entire duration of Xianning Xiangtian operations, unless terminated by Xiangtian Shenzhen with a 30-day prior written notice.

Power of Attorney

Pursuant to the Powers of Attorney executed by the Xianning Xiangtian Shareholders, each of the shareholders irrevocably appointed Xiangtian Shenzhen as his attorney-in-fact to exercise any and all rights as a shareholder of Xianning Xiangtian, including, but not limited to, the right to attend shareholders’ meetings, to execute shareholders’ resolutions, to sell, assign, transfer or pledge any or all of his equity interest of Xianning Xiangtian, to vote as a shareholder for all matters, as well as full power to execute equity transfer agreement as referenced in the Exclusive Option Agreement and to perform under the Exclusive Option Agreement and Equity Pledge Agreement without limitation. Xiangtian Shenzhen is also authorized to transfer, allocate or use any cash dividends and non-cash income in accordance with the respective shareholder’s instructions and to exercise all the necessary rights associated with the equity interest at Xiangtian Shenzhen’s sole discretion and without the consent of the Xianning Xiangtian Shareholders. The Powers of Attorney will remain effective as long as the Xianning Xiangtian Shareholders remain the shareholders of Xianning Xiangtian.

Spousal Consent Letters

Pursuant to the Spousal Consent Letters, each of the spouses of the Xianning Xiangtian Shareholders unconditionally and irrevocably agreed to the execution of the Equity Pledge Agreement, Exclusive Option Agreement and Power of Attorney entered by her spouse and the disposal of equity interest of Xianning Xiangtian held by her spouse. Each of the spouses also agreed that she will not assert any rights over the equity interest in Xianning Xiangtian held by and registered in the name of her respective spouse. The Xianning Xiangtian Shareholders’ actions to perform, amend or terminate the above-mentioned agreement do not need their spouses’ authorization or consent. In addition, in the event that any of the spouses obtains any equity interest in Xianning Xiangtian held by her respective spouse for any reason, such spouse agrees to enter into similar contractual arrangements.

XT Energy Group, Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

All of the Company’s operations are through its VIEs located in the PRC.

The accompanying unaudited condensed consolidated financial statements reflect the activities of XT Energy and each of the following entities:

Name	Background	Ownership
Xiangtian HK	● A Hong Kong company	100% owned by XT Energy
Xiangtian BVI	● A British Virgin Islands company	100% owned by XT Energy
Xiangtian Shenzhen	● A PRC limited liability company and deemed a wholly foreign owned enterprise (“WFOE”)	100% owned by Xiangtian HK
Sanhe Xiangtian	● A PRC limited liability company ● Incorporated on July 8, 2013 ● Sales and installation of power generation systems and PV systems and sales of PV Panels, air compression equipment and heat pump products	VIE of Xiangtian Shenzhen prior to September 30, 2018 and became subsidiary of Xianning Xiangtian on September 30, 2018 and thereafter
Xianning Xiangtian	● A PRC limited liability company ● Incorporated on May 30, 2016 ● Manufacturing and sales of air compression equipment and heat pump products	100% owned by Sanhe Xiangtian prior to September 30, 2018 and became VIE of Xiangtian Shenzhen on September 30, 2018 and thereafter
Xiangtian Zhongdian	● A PRC limited liability company ● Incorporated on March 7, 2018 ● Manufacturing and sales of PV panels	70% (before May 1, 2020) and 100% (On May 1, 2020 and thereafter ) owned by Xianning Xiangtian
Jingshan Sanhe	● A PRC limited liability company ● Incorporated on April 17, 2018 ● Researching, manufacturing and sales of high-grade synthetic fuel products	100% owned by Xianning Xiangtian
Jingshan Sanhe (2)	● A PRC limited liability company ● Incorporated on April 17, 2018 ● Researching, manufacturing and sales of high-grade synthetic fuel products	100% owned by Xianning Xiangtian
Hubei Jinli	● A PRC limited liability company ● Incorporated on December 27, 2004 and acquired on June 30, 2018 ● Manufacturing and sales of hydraulic parts and electronic components	100% owned by Xianning Xiangtian
Tianjin Jiabaili	● A PRC limited liability company ● Incorporated on April 10, 2007 and acquired on June 30, 2018 ● Manufacturing and sales of petroleum products	100% owned by Xianning Xiangtian
Xiangtian Trade	● A PRC limited liability company ● Incorporated on August 9, 2018 ● Expected to engage in trading chemical raw materials to support fuel production	100% owned by Xianning Xiangtian
Wine Co.*	● A PRC limited liability company ● Incorporated on August 9, 2011 and acquired on December 14, 2018 ● Manufacturing and sales of wine products	90% owned by Xianning Xiangtian Disposed in January 2020
Herbal Wine Co.*	● A PRC limited liability company ● Incorporated on August 9, 2018 and acquired on December 14, 2018 ● Manufacturing and sales of herbal wine products	90% owned by Xianning Xiangtian Disposed in January 2020

* Xianning Xiangtian sold Rongentang for approximately $9.6 million to a third party in January 2020, resulting in approximately $0.5 million loss from disposal of subsidiary. See Note 4 – Discontinued operations for details.

XT Energy Group, Inc. and Subsidiaries

Hubei Jinli (3)	● A PRC limited liability company ● Incorporated on December 27, 2004 and acquired on June 30, 2018 ● Manufacturing and sales of hydraulic parts and electronic components	100% owned by Xianning Xiangtian

Tianjin Jiabaili	● A PRC limited liability company ● Incorporated on April 10, 2007 and acquired on June 30, 2018 ● Manufacturing and sales of petroleum products	100% owned by Xianning Xiangtian

Xiangtian Trade	● A PRC limited liability company ● Incorporated on August 9, 2018 ● Expected to engage in trading chemical raw materials to support fuel production	100% owned by Xianning Xiangtian

Wine Co. (1)	● A PRC limited liability company ● Incorporated on August 9, 2011 and acquired on December 14, 2018 ● Manufacturing and sales of wine products	90% owned by Xianning Xiangtian Disposed in January 2020

Herbal Wine Co. (1)	● A PRC limited liability company ● Incorporated on August 9, 2018 and acquired on December 14, 2018 ● Manufacturing and sales of herbal wine products	90% owned by Xianning Xiangtian Disposed in January 2020

~~Notes~~(1) Xianning Xiangtian sold Rongentang for approximately $9.6 million to ~~Unaudited~~two ~~Condensed~~unrelated ~~Consolidated Financial~~third ~~Statements~~parties in January 2020, resulting in approximately $0.5 million of loss from disposal of subsidiary. See Note 4 – Discontinued operations for details.

(2)

Xianning Xiangtian sold Jingshan Sanhe for approximately $4.3 million to two unrelated third parties in June 2020.

(3)

Xianning Xiangtian sold Hubei Jinli for approximately $21.3 million to two unrelated third parties in June 2020.

Note 2 – Summary of significant accounting policies

Going concern

In assessing the Company’s liquidity, the Company monitors and analyzes its cash on-hand and its operating and capital expenditure commitments. The Company’s liquidity needs are to meet its working capital requirements, operating expenses and capital expenditure obligations. Debt financing from related parties have been utilized to finance the working capital requirements of the Company and acquisitions of businesses. As of ~~January~~April 3130, 2020, the Company’s working ~~capital~~ deficit was approximately $37.94 million and the Company had cash of approximately $21.95 million. Excluding other payables to related parties and director of approximately $7.50 million, the Company’s working ~~capital~~ deficit was approximately $30.64 million. Although the Company believes that it can realize its current assets in the normal course of business, the Company’s ability to repay its current obligations will depend on the future realization of its current assets and the future operating revenues generated from its operations.

The Company’s management has considered whether there is a going concern issue due to the Company’s recurring losses from operations. Management has determined there is substantial doubt about its ability to continue as a going concern. If the Company is unable to generate significant revenue, the Company may be required to cease or curtail its operations. Management is trying to alleviate the going concern risk through the following sources:

	●	the Company will continuously seek equity financing to support its working capital;

	●	other available sources of financing from PRC banks and other financial institutions;

	●	financial support and credit guarantee commitments from the Company’s related parties.

Basis of presentation

The unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The Company’s unaudited condensed consolidated financial statements are expressed in U.S. dollars.

In the opinion of management, all adjustments (which include normal recurring adjustments) necessary to present a fair presentation of the Company’s financial position, its results of operations and its cash flows, as applicable, have been made. Interim results are not necessarily indicative of results to be expected for the full year. The information included in this Form 10-Q should be read in conjunction with information included in the Company’s July 31, 2019 annual report on Form 10-K filed on October 15, 2019.

Principles of consolidation

The unaudited condensed consolidated financial statements include the financial statements of the Company, its subsidiaries, the VIEs for which the Company or its subsidiary is the primary beneficiary and the VIEs’ subsidiaries. All inter-company accounts and transactions have been eliminated in consolidation.

Use of estimates and assumptions

The preparation of unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the periods presented. Significant accounting estimates reflected in the Company’s unaudited condensed consolidated financial statements include the estimated cost used to calculate the percentage of completion recognized in the Company’s revenues, the useful lives of property, plant and equipment, impairment of long-lived assets, right-of-use assets, lease classification and liabilities, allowance for accounts receivable doubtful accounts, allowance for other accounts receivable doubtful accounts, allowance for inventory obsolescence reserve, allowance for deferred tax assets, fair value of the assets and the liabilities of the entities acquired through its business combination, valuation of warranty reserves, and the accrual of potential liabilities. Actual results could differ from these estimates.

XT Energy Group, Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

Variable interest entities

On September 30, 2018, Xiangtian Shenzhen terminated the VIE Agreements as part of its restructuring to facilitate the shift of business focus between entities controlled by the Company. After the restructuring, the Company’s headquarter is now located in the city of Xianning, Hubei Province, and Sanhe Xiangtian, the Company’s previous headquarters, located in the city of Sanhe, Hebei Province, has become the Company’s sales office. The VIE Agreements include the following:

●

Framework Agreement on Business Cooperation, dated July 25, 2014, by and between Xiangtian Shenzhen and Sanhe Xiangtian;

●

Exclusive Management, Consulting and Training and Technical Service Agreement, dated July 25, 2014, by and between Xiangtian Shenzhen and Sanhe Xiangtian;

●

Exclusive Option Agreement, dated July 25, 2014, by and among Xiangtian Shenzhen, Sanhe Xiangtian and Shanhe Xiangtian Shareholders;

●

Equity Pledge Agreement, dated July 25, 2014, by and among Xiangtian Shenzhen, Sanhe Xiangtian and the Shanhe Xiangtian Shareholders;

●

Know-How Sub-License Agreement, dated July 25, 2014, by and between Xiangtian Shenzhen and Sanhe Xiangtian; and

●

Powers of Attorney of the Sanhe Xiangtian Shareholders dated July 25, 2014.

On the same day, the Company, through Xiangtian Shenzhen and Xiangtian HK, entered into the New VIE Agreements, pursuant to which Xianning Xiangtian became the Company’s new contractually controlled affiliate.

The principal terms of the New VIE Agreements entered into among Xianning Xiangtian and Xiangtian Shenzhen, the primary beneficiary, are described below:

●

Framework Agreement on Business Cooperation, entered between Xiangtian Shenzhen and Xianning Xiangtian, pursuant to which Xiangtian Shenzhen and Xianning Xiangtian have agreed to enter into a series of VIE agreements and to cooperate in all prospective of Xianning Xiangtian’s business operation and management.

●

Agreement of Exclusive Management, Consulting and Training and Technical Service, entered between Xiangtian Shenzhen and Xianning Xiangtian, pursuant to which Xiangtian Shenzhen has agreed to provide Xianning Xiangtian with complete business support and technical support and related management, training and consulting services. In consideration for such services, Xiangtian Shenzhen is entitled to receive an amount equal to 100% of Xianning Xiangtian’s net income.

XT Energy Group, Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

	●	Exclusive Option Agreement, entered among Xiangtian HK, Xiangtian Shenzhen, Fei Wang, Zhou Jian and Xianning Xiangtian, pursuant to which Fei Wang and Zhou Jian, the owners of Xianning Xiangtian, have granted to Xiangtian Shenzhen and Xiangtian HK the irrevocable right and option to acquire all of their equity interests in Xianning Xiangtian.

	●	Equity Pledge Agreement, entered among Xiangtian Shenzhen, Fei Wang, Zhou Jian, and Xianning Xiangtian, pursuant to which Fei Wang and Zhou Jian, the owners of Xianning Xiangtian, have pledged all of their rights, titles and interests in Xianning Xiangtian to Xiangtian Shenzhen to guarantee Xianning Xiangtian’s performance of its obligations under all the other VIE Agreements.

● Know-How Sub-License Agreement, entered between Xiangtian Shenzhen and Xianning Xiangtian, pursuant to which Xiangtian Shenzhen has granted Xianning Xiangtian an exclusive right to use and develop a series of aerodynamics related patents and technologies with respect to electrical generation for commercial and residential structures, not including automobile and wind towers. Xiangtian Shenzhen possesses the rights licensed under this agreement through two license agreements dated September 30, 2018 with Fei Wang, Zhou Jian and Xianning Lucksky Aerodynamic Electricity (“Xianning Lucksky”), the owners of the aforesaid patents and technologies. For the sublicense contemplated under this agreement, Xianning Xiangtian will pay Xiangtian Shenzhen a quarterly royalty fee of five percent of revenue. For the ~~six~~nine months ended ~~January~~April 3130, 2020, the quarterly royalty fee was waived by Xiangtian Shenzhen; and

●

Power of Attorney. Pursuant to a power of attorney, each of the Xianning Xiangtian stockholders agreed to irrevocably entrust Xiangtian Shenzhen with the stockholder voting rights and other stockholder rights for representing them to exercise such rights at the stockholders’ meeting of Xianning Xiangtian in accordance with applicable laws and its Article of Association, including, but not limited to, the right to sell or transfer all or any of their equity interest in Xianning Xiangtian, and appoint and vote for the directors and Chairman of Xianning Xiangtian as the authorized representative of the Xianning Xiangtian stockholders. The term of each proxy and voting agreement is as long as each of the Xianning Xiangtian stockholders is a shareholder of Xianning Xiangtian and is binding on any transferee.

●

Spousal Consent Letters. Pursuant to the Spousal Consent Letters, each of the spouses of the Xianning Xiangtian Shareholders unconditionally and irrevocably agreed to the execution of the Equity Pledge Agreement, Exclusive Option Agreement and Power of Attorney entered by her spouse and the disposal of equity interest of Xianning Xiangtian held by her spouse. Each of the spouses also agreed that she will not assert any rights over the equity interest in Xianning Xiangtian held by and registered in the name of her respective spouse. The Xianning Xiangtian Shareholders’ actions to perform, amend or terminate the above-mentioned agreement do not need their spouses’ authorization or consent. In addition, in the event that any of the spouses obtains any equity interest in Xianning Xiangtian held by her respective spouse for any reason, such spouse agrees to enter into similar contractual arrangements.

The Framework Agreement and the Exclusive Management Agreement have initial terms of ten years but each contains a renewal provision that allows Xiangtian Shenzhen to extend the term of such agreements at its sole option by written notice with no limitation as to such extensions. The Know-How Sub-License Agreement is valid for the duration of Xianning Xiangtian’s operation. The other agreements are of unlimited duration.

12The Company’s total assets and liabilities presented in the accompanying unaudited condensed consolidated financial statements represent substantially all of total assets and liabilities of the VIE because the other entities in the consolidation are non-operating holding entities with nominal assets and liabilities. The following financial statement amounts and balances of the VIE were included in the accompanying unaudited condensed consolidated financial statements as of April 30, 2020 and July 31, 2019 and for the three and nine months ended April 30, 2020 and 2019, respectively:

XT Energy Group, Inc. and Subsidiaries

	April 30, 2020		July 31, 2019

Current assets	$	14,738,906	$	15,778,269
Current assets of discontinued operations		6,689,439		11,861,434
Non-current assets		273,057		5,598,428
Non-current assets of discontinued operations		23,553,550		30,722,558
Total assets	$	45,254,952	$	63,960,689

Current liabilities	$	7,946,587	$	4,765,922
Current liabilities of discontinued operations		14,379,337		15,051,046
Non-current liabilities		39,140		279,764
Non-current liabilities of discontinued operations		579,857		-
Total liabilities	$	22,944,921	$	20,096,732

Notes to Unaudited Condensed Consolidated Financial Statements

	For the Three Months Ended April 30, 2020			For the Three Months Ended April 30, 2019			For the Nine Months Ended April 30, 2020			For the Nine Months Ended April 30, 2019

Revenues	$	230,459		$	1,275,268		$	3,156,482		$	32,001,667
Gross (loss) profit	$	(3,131,824	)	$	117,385		$	(4,588,496	)	$	4,680,390
(Loss) income from continuing operations	$	(3,434,068	)	$	(300,390	)	$	(12,886,759	)	$	2,079,080
Net (loss) income from continuing operations attributable to XT Energy Group, Inc.	$	(3,328,215	)	$	(841,649	)	$	(12,156,150	)	$	298,981
Net income (loss) from discontinued operations attributable to XT Energy Group, Inc.		58,454			1,403,237			(1,898,733	)		4,356,434
Net (loss) income attributable to XT Energy Group, Inc.	$	(3,269,761	)	$	561,588		$	(14,054,883	)	$	4,655,415

The Company’s total assets and liabilities presented in the accompanying unaudited condensed consolidated financial statements represent substantially all of total assets and liabilities of the VIE because the other entities in the consolidation are non-operating holding entities with nominal assets and liabilities. The following financial statement amounts and balances of the VIE were included in the accompanying unaudited condensed consolidated financial statements as of January 31, 2020 and July 31, 2019 and for the three and six months ended January 31, 2020 and 2019, respectively:13

	January 31, 2020		July 31, 2019
Current assets	$	25,407,774	$	22,287,078
Current assets of discontinued operations		-		4,441,772
Non-current assets		24,887,708		26,783,807
Non-current assets of discontinued operations		-		9,537,179
Total assets	$	50,295,482	$	63,049,836
Current liabilities	$	25,202,984	$	23,617,149
Current liabilities of discontinued operations		-		1,499,012
Non-current liabilities		866,382		279,764
Total liabilities	$	26,069,366	$	25,395,925

	For the Three Months Ended January 31, 2020			For the Three Months Ended January 31, 2019		For the Six Months Ended January 31, 2020			For the Six Months Ended January 31, 2019
Revenues	$	2,971,667		$	21,412,050	$	6,138,503		$	41,400,488
Gross profit	$	726,354		$	5,376,120	$	119,410		$	9,571,635
(Loss) income from continuing operations	$	(7,042,842	)	$	3,137,324	$	(10,649,994	)	$	6,174,386
Net (loss) income from continuing operations attributable to XT Energy Group, Inc.	$	(6,468,159	)	$	1,980,320	$	(9,864,428	)	$	3,850,104
Net (loss) income from discontinued operations attributable to XT Energy Group, Inc.		(763,408	)		243,723	$	(920,694	)	$	243,723
Net (loss) income attributable to XT Energy Group, Inc.	$	(7,231,567	)	$	2,224,043	$	(10,785,122	)	$	4,093,827

Business Combinations

The purchase price of an acquired company is allocated between tangible and intangible assets acquired and liabilities assumed from the acquired business based on their estimated fair values, with the residual of the purchase price recorded as goodwill. The results of operations of the acquired business are included in the Company’s operating results from the date of acquisition.

Cash

Cash denominated in RMB with a U.S. dollar equivalent of $21,~~458~~193,~~140~~540 and $32,~~250~~071,~~535~~210 at ~~January~~April 3130, 2020 and July 31, 2019, respectively, were held in accounts at financial institutions located in the PRC‚ which is not freely convertible into foreign currencies. $1711,~~810,643~~695 and $21,~~333~~373,~~681~~562 of these balances are not covered by insurance as the deposit insurance system in China only insured each depositor per bank for a maximum of approximately $71,000 (RMB500,000). While management believes that these financial institutions are of high credit quality, it also continually monitors their credit worthiness. The Company, its subsidiaries and VIE have not experienced any losses in such accounts and do not believe the cash is exposed to any significant risk. As of ~~January~~April 3130, 2020 and July 31, 2019, cash balance of $~~404~~284,~~964~~647 and $177,107, respectively, were maintained at U.S. financial institutions. $24,720 and $0 of these balance were not insured by the Federal Deposit Insurance Corporation or other programs subject to certain limitations up to $250,000 per depositor. As of ~~January~~April 3130, 2020 and July 31, 2019, cash balance of $28,~~781~~840 and $26,288, respectively, were maintained at financial institutions in Hong Kong, and all were insured by the Hong Kong Deposit Protection Board up to a limit of HK $500,000 (approximately $64,000).

XT Energy Group, Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

Restricted Cash

Restricted cash represents cash held by banks as guarantee deposit collateralizing notes payable pending release back to unrestricted cash upon completion of administrative process.

In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (230): Restricted Cash. The amendments in this update require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. For public business entities, the amendments in this update are effective for fiscal years beginning after December 15, 2017, and interim periods within those annual periods. Earlier adoption is permitted. The amendments in this update should be applied using a retrospective transition method to each period presented. On August 1, 2018, the Company adopted this guidance on a retrospective basis.

Short-term Investment

Short-term investment consists of time deposit placed with a bank, which contains a fixed or variable interest rate and has original maturity within one year. Such investment is permitted to be redeemed early without penalties prior to maturity. Given the short-term nature, the carrying value of short-term investment approximates its fair value. The Company does not intend to withdraw early. There was no other-than-temporary impairment of short-term investment for the three and ~~six~~nine months ended ~~January~~April 3130, 2020 and 2019.

Notes Receivable

Notes receivable represents commercial notes due from various customers where the customers’ banks have guaranteed the payments. The notes are noninterest bearing and normally paid within three to six months. The Company has the ability to submit requests for payments to the customer’s banks earlier than the scheduled payments date, but will incur an interest charge and a processing fee.

Accounts Receivable, net

Accounts receivables, net, are recognized and carried at the original invoiced amount less an allowance for any uncollectible accounts. The Company uses the aging method to estimate the valuation allowance for anticipated uncollectible receivable balances. Under the aging method, bad debts determined by management are based on historical experience as well as the current economic climate and are applied to customers’ balances categorized by the number of months the underlying invoices have remained outstanding. Management reviews its receivables on a regular basis to determine if the bad debt allowance is adequate, and adjusts the allowance when necessary. Delinquent account balances are written-off against allowance for doubtful accounts after management has determined that the likelihood of collection is not probable. The Company’s management continues to evaluate the reasonableness of the valuation allowance policy and update it if necessary.

Inventories, net

Inventories, net, consist of raw materials, work in progress and finished goods and are stated at the lower of cost or net realizable value using the weighted average method. When appropriate, impairment to inventories are recorded to write down the cost of inventories to their net realizable value.

XT Energy Group, Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

Advances to Suppliers

Advances to suppliers are cash deposited or advanced to outside vendors or services providers for future inventory purchases or future services. This amount is refundable and bears no interest. For any advances to suppliers determined by management that such advances will not be in receipts of inventories or refundable, the Company will recognize an allowance account to reserve such balances. Management reviews its advances to suppliers on a regular basis to determine if the allowance is adequate, and adjusts the allowance when necessary. Delinquent account balances are written-off against allowance for doubtful accounts after management has determined that the likelihood of collection is not probable. The Company’s management continues to evaluate the reasonableness of the valuation allowance policy and update it if necessary. For the three and ~~six~~nine months ended ~~January~~April 3130, 2020, $0 and $538,809 impairment of advances to suppliers was recognized, respectively. For the three and ~~six~~nine months ended ~~January~~April 3130, 2019, no impairment of advances to suppliers was recognized.

Contract Assets

The differences between the timing of the Company’s revenue recognized (based on costs incurred) and customer billings (based on unconditional rights to receive the consideration in the contractual terms) results in changes to the Company’s contract asset or contract liability positions. Provisions for estimated losses of contract assets on uncompleted contracts are made in the period in which such losses are determined.

Prepaid Expenses

Prepaid expenses represent advance payments made to vendors for services such as rent, internet, consulting, maintenance and certification.

Other Receivables, net

Other receivables, net primarily include advances to employees, receivables from sales of equipment, and other deposits. Management regularly reviews the aging of receivables and changes in payment trends and records allowances when management believes collection of amounts due are at risk. Accounts considered uncollectable are written off against allowances after exhaustive efforts at collection are made. Allowance for doubtful accounts amounted to $~~1,363 and $~~0 for the three months ended ~~January~~April 3130, 2020 and 2019~~, respectively~~. Allowance for doubtful ~~accounts~~ accounts amounted to $292,~~814~~362 and $0 for the ~~six~~nine months ended ~~January~~April 3130, 2020 and 2019, respectively.

Other Receivables – Related Parties

Other receivables – related parties present advances to the management of the Company for business development and travel advances.

Property, Plant and Equipment, net

Property, plant and equipment are stated at cost net of accumulated depreciation and impairment losses. Depreciation is provided over the estimated useful lives of the assets using the straight-line method from the time the assets are placed in service. Estimated useful lives are as follows, taking into account the assets’ estimated residual value:

Classification	Estimated Useful Life	Estimated Residual Value
Plant and buildings	5-20 years	0-5%
Machinery equipment	5-10 years	0-5%
Computer and office equipment	3-10 years	0-5%
Vehicles	5-10 years	0-5%
Plant improvement and fixtures	Shorter of lease term or estimated useful live of 5 - 20 years	0-5%

The cost and related accumulated depreciation of assets sold or otherwise retired are eliminated from the accounts and any gain or loss is included in the unaudited condensed consolidated statements of operations and other comprehensive loss. Expenditures for maintenance and repairs are charged to earnings as incurred, while additions, renewals and betterments, which are expected to extend the useful life of assets, are capitalized.

Construction-in-progress represents contractor and labor costs, design fees and inspection fees in connection with the construction of the Company’s synthetic fuel raw materials production line, factory plantation and fire safety equipment installation. No depreciation is provided for construction-in-progress until it is completed and placed into service.

Intangible Assets, net

Intangible assets, net, are stated at cost, less accumulated amortization. Amortization expense is recognized on the straight-line basis over the estimated useful lives of the assets as follows:

XT Energy Group, Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

Classification		Estimated Useful Life
Land use rights		50 years
Technology know-hows		10 years
Patents, licenses and certifications		3-10 years
Software		3 years

All land in the PRC is owned by the government; however, the government grants “land use rights.” The Company has obtained rights to use various parcels of land for 50 years through the acquisition of Hubei Jinli in June 2018.

Technology know-hows, including LSC Hand-Held Diesel Pump, CB-39 Motor Oil Pump, 0-16 MPa series hydraulic cylinder, brake cylinder and hydraulic value, and certain special operating and production licenses were acquired through the acquisition of Hubei Jinli and Tianjin Jiabaili in June 2018 with estimated finite useful lives between 4.5 years to 10 years.

Certain PV panel certifications were contributed by the Company’s noncontrolling interest shareholders as capital contribution in March 2018 with an estimated finite useful lives of 10 years.

The Company also acquired a safety production license and an accounting software with a finite useful life of 3 years in June 2018 and January 2019, respectively.

Goodwill

Goodwill represents the excess of the consideration paid of an acquisition over the fair value of the net identifiable assets of the acquired subsidiaries at the date of acquisition. Goodwill is not amortized and is tested for impairment at least annually, more often when circumstances indicate impairment may have occurred. Goodwill is carried at cost less accumulated impairment losses. If impairment exists, goodwill is immediately written off to its fair value and the loss is recognized in the unaudited condensed consolidated statements of operations and comprehensive loss. Impairment losses on goodwill are not reversed.

The Company reviews the carrying value of intangible assets not subject to amortization, including goodwill, to determine whether impairment may exist annually or more frequently if events and circumstances indicate that it is more likely than not that an impairment has occurred. The Company has the option to access qualitative factors to determine whether it is necessary to perform the two-step in accordance with ASC 350-20. If the Company believes, as a result of the qualitative carrying amount, the two-step quantities impairment test described below is required.

The first step compares the fair values of each reporting unit to its carrying amount, including goodwill. If the fair value of each reporting unit exceeds its carrying amount, goodwill is not considered to be impaired and the second step will not be required.

If the carrying amount of a reporting unit exceeds its fair value, the second step compares the implied fair value of goodwill to the carrying value of a reporting unit’s goodwill. The implied fair value of goodwill is determined in a manner similar to accounting for a business acquisition with the allocation of the assessed fair value determined in the first step to the assets and liabilities of the reporting unit. The excess of the fair value of the reporting unit over the amounts assigned to the assets and liabilities is the implied fair value of goodwill. Estimating fair value is performed by utilizing various valuation techniques, with the primary technique being a discounted cash flow.

If impairment exists, goodwill is immediately written off to its fair value and the loss is recognized in the unaudited condensed consolidated statements of operations and comprehensive loss. Impairment losses on goodwill are not reversed. For the three and nine ~~six~~ months ended ~~January~~April 3130, 2020 and 2019, no impairment of goodwill was recognized.

XT Energy Group, Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

Impairment for Long-Lived Assets

Long-lived assets, including plant and equipment and intangible with finite lives 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 recoverability of the assets based on the undiscounted future cash flows the assets are expected to generate and recognize an impairment loss when estimated undiscounted 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.

For the three and ~~six~~nine months ended ~~January 31~~April 30, 2020, an impairment of $0 and $4,353,609 of equipment ~~was~~were recognized., respectively. For the three and ~~six~~nine months ended ~~January~~April 3130, 2019, no impairment was recognized for equipment.

For the three and ~~six~~nine months ended ~~January 31~~April 30, 2020, an impairment of $0 and $645,895 were recorded for intangible assets., respectively. For the three and ~~six~~nine months ended ~~January~~April 3130, 2019, no impairment was recognized for intangible assets.

Subscription Receivable

Subscription receivable represents unpaid capital contribution from its shareholders.

Fair Value Measurement

The Company applies the provisions of Accounting Standards Codification (“ASC”) Subtopic 820-10, “Fair Value Measurements”, for fair value measurements of financial assets and financial liabilities and for fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the financial statements. ASC 820 also establishes a framework for measuring fair value and expands disclosures about fair value measurements.

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability.

ASC 820 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes three levels of inputs that may be used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:

	●	Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

	●	Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments.

	●	Level 3 inputs to the valuation methodology are unobservable and significant to the fair value.

XT Energy Group, Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

The following table sets forth by level within the fair value hierarchy, the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis as of July 31, 2019:

Financial Assets	Carrying Value as of July 31, 2019		Fair Value Measurements at July 31, 2019 Using Fair Value Hierarchy
	Carrying Value as of July 31,		Fair Value Measurements at July 31, 2019 Using Fair Value Hierarchy
			Level 1		Level 2		Level 3
Financial Assets	2019		Level 1		Level 2		Level 3
Short-term investment	$	435,787	$	435,787	$	-	$	-

The following is a reconciliation of the beginning and ending balance of the assets and liabilities measured at fair value on a recurring basis on level 3 measurements for the ~~six~~nine months ended ~~January~~April 3130, 2020 and for the year ended July 31, 2019:

	January 31, 2020		July 31, 2019
	April 30, 2020		July 31, 2019
Beginning balance	$	-	$	331,505
Change in estimated contingent liabilities		-		243,658
Release from level 3 measurement due to contingent payments has been finalized		-		(570,322	)
Exchange rate effect		-		(4,841	)
Ending balance	$	-	$	-

The Company believes the carrying amount reported in the unaudited condensed consolidated balance sheet for cash, restricted cash, notes receivable, accounts receivable, inventories, advance to suppliers, contract assets, prepaid expenses, other receivables, short-term loans, accounts payable, advances from customers, other payables and accrued liabilities, tax payables and short-term investment payable approximate fair value because of the short-term nature of such instruments. The carrying amount of long-term investment payable reported in the unaudited condensed consolidated balance sheets at carrying value, which approximates fair value as the rate of amortization of investment payment discount used were similar to interest rate charged by the bank in the PRC. As of ~~January~~April 3130, 2020 and July 31, 2019, long-term investment payable balance was ~~nil~~$0 and $279,764, net of discount of $25,999, respectively.

Leases

Effective August 1, 2019, the Company adopted ASU 2016-02, “Leases” (Topic 842), and elected the practical expedients that does not require us to reassess: (1) whether any expired or existing contracts are, or contain, leases, (2) lease classification for any expired or existing leases and (3) initial direct costs for any expired or existing leases. For lease terms of twelve months or fewer, a lessee is permitted to make an accounting policy election not to recognize lease assets and liabilities. The Company also adopted the practical expedient that allows lessees to treat the lease and non-lease components of a lease as a single lease component. On August 1, 2019, the Company recognized approximately $2.87 million right of use (“ROU”) assets and approximately $2.21 million lease liabilities based on the present value of the future minimum rental payments of leases, using incremental borrowing rate of 4.75% and 4.90% based on duration of lease terms.

Operating lease ROU assets and lease liabilities are recognized at the adoption date of August 1, 2019 or the commencement date, whichever is earlier, based on the present value of lease payments over the lease term. Since the implicit rate for the Company’s leases is not readily determinable, the Company use its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The incremental borrowing rate is the rate of interest that the Company would have to pay to borrow, on a collateralized basis, an amount equal to the lease payments, in a similar economic environment and over a similar term.

Lease terms used to calculate the present value of lease payments generally do not include any options to extend, renew, or terminate the lease, as the Company does not have reasonable certainty at lease inception that these options will be exercised. The Company generally considers the economic life of its operating lease ROU assets to be comparable to the useful life of similar owned assets. The Company has elected the short-term lease exception, therefore operating lease ROU assets and liabilities do not include leases with a lease term of twelve months or less. Its leases generally do not provide a residual guarantee. The operating lease ROU asset also excludes lease incentives. Lease expense is recognized on a straight-line basis over the lease term.

XT Energy Group, Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

The Company reviews the impairment of its ROU assets consistent with the approach applied for its other long-lived assets. The Company reviews the recoverability of its long-lived assets when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on its ability to recover the carrying value of the asset from the expected undiscounted future pre-tax cash flows of the related operations. The Company has elected to include the carrying amount of operating lease liabilities in any tested asset group and includes the associated operating lease payments in the undiscounted future pre-tax cash flows.

Discontinued operations

In accordance with ASU No. 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, a disposal of a component of an entity or a group of components of an entity is required to be reported as discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results when the components of an entity meet the criteria in paragraph 205-20-45-1E to be classified as discontinued operations. When all of the criteria to be classified as discontinued operations are met, including management having the authority to approve the action and committing to a plan to sell the entity, the major current assets, other assets, current liabilities, and noncurrent liabilities shall be reported as components of total assets and liabilities separate from the balances of the continuing operations. At the same time, the results of discontinued operations, less applicable income taxes (benefit), shall be reported as components of net income (loss) separate from the net income (loss) of continuing operations in accordance with ASC 205-20-45. See Note 4 – Discontinued operations.

Revenue Recognition

On August 1, 2018, the Company adopted Accounting Standards Update (“ASU”) 2014-09 Revenue from Contracts with Customers (ASC Topic 606) using the modified retrospective method for contracts that were not completed as of July 31, 2018. This did not result in an adjustment to the retained earnings upon adoption of this new guidance as the Company’s revenue was recognized based on the amount of consideration expected to receive in exchange for satisfying the performance obligations.

The core principle underlying the revenue recognition ASU is that the Company will recognize revenue to represent the transfer of goods and services to customers in an amount that reflects the consideration to which the Company expects to be entitled in such exchange. This will require the Company to identify contractual performance obligations and determine whether revenue should be recognized at a point in time or over time, based on when control of goods and services transfers to a customer. The Company’s revenue streams are recognized over time for the Company’s sale and installation of power generation systems and are recognized at a point in time for the Company’s sale of products.

The ASU requires the use of a new five-step model to recognize revenue from customer contracts. The five-step model requires that the Company (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, including variable consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocate the transaction price to the respective performance obligations in the contract, and (v) recognize revenue when (or as) the Company satisfies the performance obligation. The application of the five-step model to the revenue streams compared to the prior guidance did not result in significant changes in the way the Company records its revenue. Upon adoption, the Company evaluated its revenue recognition policy for all revenue streams within the scope of the ASU under previous standards and using the five-step model under the new guidance and confirmed that there were no differences in the pattern of revenue recognition.

Sale and installation of power generation systems

Sales of power generation systems in conjunction of system installation are generally recognized based on the Company’s efforts or inputs to the satisfaction of a performance obligation using an input measure method, which was essentially the same as the percentage of completion method prior to August 1, 2018 for its installation project. Therefore, take into account the costs, estimated earnings and revenue to date on contracts not yet completed. Revenue recognized is that percentage of the total contract price that costs expended to date bear to anticipated final total costs, based on current estimates of costs to complete. Contract costs include all direct material and labor costs and those indirect costs related to contract performance, such as indirect labor and supplies. Adjustments to the original estimates of the total contract revenue, total contract costs, or the extent of progress toward completion are often required as work progresses. Such changes and refinements in estimation are reflected in reported results of operations as they occur; if material, the effects of changes in estimates are disclosed in the notes to the unaudited condensed consolidated financial statements.

XT Energy Group, Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

The key assumptions used in the estimate of costs to complete relate to the unit material cost, the quantity of materials to be used, the installation cost and those indirect costs related to contract performance. The estimate of unit material cost is reviewed and updated on a quarterly basis, based on the updated information available in the supply markets. The estimate of material quantity to be used for completion and the installation cost is also reviewed and updated on a quarterly basis, based on the updated information on the progress of project execution. If the supply market conditions or the progress of project execution were different, it is likely that materially different amounts of contract costs would be used in the input method of accounting. Thus the uncertainty associated with those estimates may impact the Company’s unaudited condensed consolidated financial statements. Selling, general, and administrative costs are charged to expense as incurred. At the time a loss on a contract becomes known, the entire amount of the estimated ultimate loss is recognized in the unaudited condensed consolidated financial statements. Claims for additional contract costs are recognized upon a signed change order from the customer.

If the sales of equipment is combined within the contract of the installation of power generation system with the Company performing significant service of integrating the equipment into the power generation system, the installation revenues and sales of equipment and system component are combined and considered as one performance obligation. The promises to transfer the equipment and system component and installation are not separately identifiable, which is evidencing by the fact that the Company provides a significant service of integrating the goods and services into a power generation system for which the customer has contracted. The Company currently does not have any modification of contract and the contract currently does not have any variable consideration.

There was no sale and installation of power generation systems revenue for the three months ended ~~January~~April 3130, 2020 and 2019. The Company’s sale and installation of power generation systems revenue for the ~~six~~nine months ended ~~January~~April 3130, 2020 and 2019 were ~~nil~~$0 and $~~389~~392,~~482~~267, respectively.

Sales of products

Sales of products includes sales of PV panels, air compression equipment and other components, heat pumps, high-grate synthetic fuel, hydraulic parts and electronic components, wine and herbal wine. When these products are not being integrated into a service contract and being sold individually, the Company continues to derive its revenues from sales contracts with its customers with revenues being recognized upon delivery of products. Persuasive evidence of an arrangement is demonstrated via sales contract and invoice; and the sales price to the customer is fixed upon acceptance of the sales contract and there is no separate sales rebate, discount, or other incentive. Such revenues are recognized at a point in time after all performance obligations are satisfied and based on when control of goods transfer to a customer, which is generally similar to when its delivery has occurred prior to August 1, 2018.

The Company’s disaggregate Revenues - sale of products information for the three and ~~six~~nine months ended ~~January~~April 3130, 2020 and 2019 are summarized as follows:

For the Three Months Ended January 31, 2020

For the Three Months Ended January 31, 2019

For the Six Months Ended January 31, 2020

For the Six Months Ended January 31, 2019

For the Three Months Ended April 30, 2020

For the Three Months Ended April 30, 2019

For the Nine Months Ended April 30, 2020

For the Nine Months Ended April 30, 2019

Revenues (sales returns) – sales of products

PV panels and others

~~143,496~~-

11849,~~311,830~~720

1,~~848~~850,~~293~~097

2021,~~413~~259,~~524~~433

Air compression equipment and other components

~~389,477~~-

1,~~390~~391,~~688~~714

Heat pumps

1230,~~016,082~~459

3417,~~338,872~~146

1,~~074~~306,~~068~~385

7,~~582~~999,~~436~~582

High-grade synthetic fuel

735,~~798~~769

4,~~183~~585,~~312~~464

~~113~~140,~~774~~911

812,~~280~~865,~~064~~526

Hydraulic parts and electronic components

1,~~738~~759,~~291~~322

21,~~188~~137,~~559~~823

34,~~102~~836,~~368~~660

34,~~344~~482,~~294~~117

Wine and herbal wine

~~(200,045~~-

)

~~501~~1,~~441~~436,914

(126,240

)

~~501~~1,~~441~~938,357

Total revenue – sales of products

21,~~771~~995,~~622~~550

218,~~913~~427,~~491~~067

68,~~012~~007,~~263~~813

4149,~~512~~936,~~447~~729

Revenues – sales of products from discontinued operations

200,045

(501,441

)

126,240

(501,441

)

Less: revenues – sales of products from discontinued operations

(1,765,091

)

(7,151,799

)

(4,851,331

)

(18,327,329

)

Revenues – sales of products from continuing operations

2230,~~971,667~~459

211,~~412~~275,~~050~~268

63,~~138~~156,~~503~~482

4131,~~011~~609,~~006~~400

XT Energy Group, Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

Gross versus Net Revenue Reporting

The Company’s trading segment, Xiangtian Trade, engages in trading of general merchandise, primarily consisting of tealeaves. The determination of whether revenues should be reported on a gross or net basis is based on its assessment of whether it is the principal or an agent in the transaction in accordance with ASC 606-10-55 and depends on whether the promise to the customer is to provide the products or to facilitate a sale by a third party. The nature of the promise depends on whether the Company controls the products prior to transferring it. When the Company controls the product, the promise is to provide and deliver the products and revenue is presented gross. When the Company does not control the products, the promise is to facilitate the sale and revenue is presented net.

To distinguish a promise to provide products from a promise to facilitate the sale from a third party, the Company considers the guidance of control in ASC 606-10-55-37A and the indicators in 606-10-55-39. WeThe ~~consider~~Company considers this guidance in conjunction with the terms in ~~our~~the ~~arrangements~~Company’s arrangements with both suppliers and customers.

In general, the Company does not have the responsibility of fulfilling the promise to provide the products as the products can be returned to its suppliers if its customers do not accept the products. Furthermore, the Company does not control the products as it has no obligation to (i) fulfill the resale products delivery, and (ii) bear any inventory risk. In addition, when establishing the selling prices for delivery of the resale products, the Company has such discretion of establishing price to ensure it would generate profit for the services of the products delivery arrangements. The Company believes that all these factors indicate that the Company is acting as an agent in this transaction. As a result, revenue from the trading segment is presented on a net basis.

Warranty

The Company generally provides limited warranties for work performed under its contracts. At the time a sale is recognized, the Company records estimated future warranty costs under ASC 460. Such estimated costs for warranties are estimated at completion and these warrants are not service warranties separately sold by the Company. Generally, the estimated claim rates of warranty are based on actual warranty experience or Company’s best estimate. There were no such reserves recorded for the three and ~~six~~nine months ended ~~January~~April 3130, 2020 and 2019. No right of return exists on sales of inventory. As of ~~January~~April 3130, 2020 and July 31, 2019, accrued warranty expense amounted to $6563,~~149~~584 and $65,182, respectively, and classified in the caption “other payables and accrued liabilities” in the accompanying unaudited condensed consolidated balance sheets.

Advertising Costs

Advertising costs are expensed as incurred and included in selling and general and administrative expenses. Advertising costs amounted to $~~74,980~~0 and $917,~~039~~971 for the three months ended ~~January~~April 3130, 2020 and 2019, respectively. Advertising costs amounted to $~~100~~31,~~488~~594 and $4155,~~011~~ 489 for the ~~six~~nine months ended ~~January~~ 31April 30, 2020 and 2019, respectively.

Employee Benefit

The full-time employees of the Company are entitled to staff welfare benefits including medical care, housing fund, pension benefits, unemployment insurance and other welfare, which are government mandated defined contribution plans. The Company is required to accrue for these benefits based on certain percentages of the employees’ respective salaries, subject to certain ceilings, in accordance with the relevant PRC regulations, and make cash contributions to the state-sponsored plans out of the amounts accrued. Total expenses for the plans were $8215,~~890~~041 and $9239,~~377~~484 for the three months ended ~~January~~April 3130, 2020 and 2019, respectively. Total expenses for the plans were $~~197~~107,~~925~~792 and $~~135~~125,~~099~~157 for the ~~six~~nine months ended ~~January~~April 3130, 2020 and 2019, respectively.

XT Energy Group, Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

Research and development (“R&D”)

Research and development expenses include salaries and other compensation-related expenses paid to the Company’s research and product development personnel while they are working on R&D projects, as well as raw materials used for the R&D projects. R&D expenses amounted to $~~421,738 and~~0 ~~$76,126~~ for the three months ~~ended January 31, 2020~~ and ~~2019, respectively. R&D expenses amounted to $518,861 and $79,173 for~~ the ~~six~~nine months ended ~~January~~April 3130, 2020 and 2019~~, respectively~~.

Value Added Taxes

The Company is subject to value added tax (“VAT”). Revenue from sales of goods purchased from other entities is generally subject to VAT at the rate of 13% starting in April 2019, 16% starting in April 2018 and 17% prior to April 2018 and prior for all of its products except Herbal Wine which is at the rate of 3%. The Company is entitled to a refund for VAT already paid on goods purchased. The VAT balance is recorded in other payables on the unaudited condensed consolidated balance sheets. Revenues are presented net of applicable VAT.

Income Taxes

The Company accounts for income taxes in accordance with U.S. GAAP for income taxes. The charge for taxation is based on the results for the fiscal year as adjusted for items, which are non-assessable or disallowed. It is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.

Deferred taxes are accounted for using the asset and liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the unaudited condensed consolidated financial statements and the corresponding tax basis used in the computation of assessable tax profit. In principle, deferred tax liabilities are recognized for all taxable temporary differences. Deferred tax assets are recognized to the extent that it is probable that taxable profit will be available against which deductible temporary differences can be utilized. Deferred tax is calculated using tax rates that are expected to apply to the period when the asset is realized or the liability is settled. Deferred tax is charged or credited in the income statement, except when it is related to items credited or charged directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided in accordance with the laws of the relevant taxing authorities.

An uncertain tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. No penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the period incurred. PRC tax returns filed in 2015 to 2019 are subject to examination by any applicable tax authorities.

Comprehensive Income (Loss)

The Company follows the provisions of the Financial Accounting Standards Board (the “FASB”) ASC 220 “Reporting Comprehensive Income”. Comprehensive income (loss) is defined to include all changes in equity except those resulting from investments by owners and distributions to owners. The Company had other comprehensive ~~income~~loss of $~~699~~610,~~170~~642 and $1229,~~046,405~~348 for the three months ended ~~January~~April 3130, 2020 and 2019, respectively, from foreign currency translation adjustments. The Company had other comprehensive (loss) income of $(~~249~~859,~~169~~811) and $~~665~~436,~~419~~071 for the ~~six~~nine months ended ~~January~~April 3130, 2020 and 2019, respectively, from foreign currency translation adjustments.

XT Energy Group, Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

Foreign Currency Translation

The reporting currency of the Company is the U.S. dollar. The functional currency of the Company is the RMB as substantially all of the Company’s PRC subsidiaries’ operations use this denomination. Foreign denominated monetary assets and liabilities are translated into their United States dollar equivalents using foreign exchange rates which prevailed at the balance sheet date. Non-monetary assets and liabilities are translated at the exchange rates prevailing at the transaction date. Revenues and expenses are translated at average rates of exchange during the year. Gains or losses resulting from foreign currency transactions are included in results of operations.

For the purpose of presenting these financial statements of subsidiaries in PRC, the Company’s assets and liabilities are expressed in U.S. dollars at the exchange rate on the balance sheet date, which is 67.~~8876~~0571 and 6.8841 as of ~~January~~April 3130, 2020 and July 31, 2019, respectively; stockholders’ equity accounts are translated at historical rates, and income and expense items are translated at the weighted average exchange rate during the period, which is 67.~~9886~~0245 and 6.~~8732~~7233 for the three months ended ~~January~~April 3130, 2020 and 2019, respectively. Weighted average exchange rate is 7.~~0221~~0230 and 6.~~8753~~8265 for the ~~six~~nine months ended ~~January~~April 3130, 2020 and 2019, respectively. The resulting translation adjustments are reported under accumulated other comprehensive income (loss) in the stockholders’ equity section of the unaudited condensed consolidated balance sheets.

For the purpose of presenting these financial statements of the subsidiary in Hong Kong, the Company’s assets and liabilities are expressed in U.S. dollars at the exchange rate on the balance sheet date, which is 7.~~7672~~7514 and 7.8275 as of ~~January~~April 3130, 2020 and July 31, 2019, respectively; stockholders’ equity accounts are translated at historical rates, and income and expense items are translated at the weighted average exchange rate during the period, which is 7.~~8014~~7634 and 7.~~8304~~8473 for the three months ended ~~January~~April 3130, 2020 and 2019, respectively. Weighted average exchange rate is 7.~~8212~~8016 and 7.~~8361~~8397 for the ~~six~~nine months ended ~~January 31~~April 30, 2020 and 2019, respectively. The resulting translation adjustments are reported under accumulated other comprehensive loss in the stockholders’ equity section of the unaudited condensed consolidated balance sheets.

Earnings (Loss) Per Share

Basic earnings (loss) per share is computed by dividing net income (loss) available to common stockholders by the weighted average number of shares of common stock outstanding during the period, excluding the effects of any potentially dilutive securities. Diluted loss per share gives effect to all dilutive potential of shares of common stock outstanding during the period including stock options or warrants, using the treasury stock method (by using the average stock price for the period to determine the number of shares assumed to be purchased from the exercise of stock options or warrants), and convertible debt or convertible preferred stock, using the if-converted method. Loss per share excludes all potential dilutive shares of common stock if their effect is anti-dilutive.

Statutory Reserves

Pursuant to the laws applicable to the PRC, PRC entities must make appropriations from after-tax profit to the non-distributable statutory surplus reserve fund. Subject to certain cumulative limits, the statutory surplus reserve fund requires annual appropriations of 10% of after-tax profit until the aggregated appropriations reach 50% of the registered capital (as determined under accounting principles generally accepted in the PRC (“PRC GAAP”) at each year-end). For foreign invested enterprises and joint ventures in the PRC, annual appropriations should be made to the reserve fund. For foreign invested enterprises, the annual appropriation for the reserve fund cannot be less than 10% of after-tax profits until the aggregated appropriations reach 50% of the registered capital (as determined under PRC GAAP at each year-end). If the Company has accumulated loss from prior periods, the Company is able to use the current period net income after tax to offset against the accumulated loss. For the six months ended January 31, 2020 and 2019, the Company has contributed $0 and $372,824, respectively, to the statutory reserves.

~~XT Energy Group, Inc. and Subsidiaries~~Statutory Reserves

~~Notes~~Pursuant to ~~Unaudited~~the ~~Condensed~~laws ~~Consolidated~~applicable to the PRC, ~~Financial~~PRC ~~Statements~~entities must make appropriations from after-tax profit to the non-distributable statutory surplus reserve fund. Subject to certain cumulative limits, the statutory surplus reserve fund requires annual appropriations of 10% of after-tax profit until the aggregated appropriations reach 50% of the registered capital (as determined under accounting principles generally accepted in the PRC (“PRC GAAP”) at each year-end). For foreign invested enterprises and joint ventures in the PRC, annual appropriations should be made to the reserve fund. For foreign invested enterprises, the annual appropriation for the reserve fund cannot be less than 10% of after-tax profits until the aggregated appropriations reach 50% of the registered capital (as determined under PRC GAAP at each year-end). If the Company has accumulated loss from prior periods, the Company is able to use the current period net income after tax to offset against the accumulated loss. For the nine months ended April 30, 2020 and 2019, the Company has contributed $21,679 and $469,902, respectively, to the statutory reserves.

Contingencies

From time to time, the Company is a party to various legal actions arising in the ordinary course of business. The Company accrues costs associated with these matters when they become probable and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred. The Company’s management does not expect any liability from the disposition of such claims and litigation individually or in the aggregate would have a material adverse impact on the Company’s unaudited condensed consolidated financial position, results of operations and cash flows.

Recently issued accounting pronouncements

In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350) which simplifies goodwill impairment testing by requiring that such periodic testing be performed by comparing the fair value of a reporting unit with its carrying amount and recognizing an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. ASU 2017-04 is effective for the Company for annual and interim reporting periods beginning August 1, 2020. The Company is currently evaluating the impact of this new standard on its unaudited condensed consolidated financial statements and related disclosures, which is effective for fiscal years, including interim periods, beginning after December 15, 2019.

In February 2018, the FASB issued ASU 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. The amendments in this Update affect any entity that is required to apply the provisions of Topic 220, Income Statement – Reporting Comprehensive Income, and has items of other comprehensive income for which the related tax effects are presented in other comprehensive income as required by GAAP. The amendments in this Update are effective for all entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption of the amendments in this Update is permitted, including adoption in any interim period, (1) for public business entities for reporting periods for which financial statements have not yet been issued and (2) for all other entities for reporting periods for which financial statements have not yet been made available for issuance. The amendments in this Update should be applied either in the period of adoption or retrospectively to each period (or periods) in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Cuts and Jobs Act is recognized. The Company adopted this ASU on August 1, 2019 and determined the adoption of this ASU did not have a material effect on the Company’s unaudited condensed consolidated financial statements.

In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework —Changes to the Disclosure Requirements for Fair Value Measurement” (“ASU 2018-13”). ASU 2018-13 removes, modifies and adds certain disclosure requirements in Topic 820 “Fair Value Measurement”. ASU 2018-13 eliminates certain disclosures related to transfers and the valuations process, modifies disclosures for investments that are valued based on net asset value, clarifies the measurement uncertainty disclosure, and requires additional disclosures for Level 3 fair value measurements. ASU 2018-13 is effective for the Company for annual and interim reporting periods beginning August 1, 2020. The Company is currently evaluating the impact of this new standard on its unaudited condensed consolidated financial statements and related disclosures.

In May 2019, the 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 Update 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 annual and interim reporting periods beginning August 1, 2020. The Company is currently evaluating the impact of this new standard on its unaudited condensed consolidated financial statements and related disclosures.

In January 2020, the FASB issued ASU 2020-01 to clarify the interaction of the accounting for equity securities under ASC 321 and investments accounted for under the equity method of accounting in ASC 323 and the accounting for certain forward contracts and purchased options accounted for under ASC 815. With respect to the interactions between ASC 321 and ASC 323, the amendments clarify that an entity should consider observable transactions that require it to either apply or discontinue the equity method of accounting when applying the measurement alternative in ASC 321, immediately before applying or upon discontinuing the equity method of accounting. With respect to forward contracts or purchased options to purchase securities, the amendments clarify that when applying the guidance in ASC 815-10-15-141(a), an entity should not consider whether upon the settlement of the forward contract or exercise of the purchased option, individually or with existing investments, the underlying securities would be accounted for under the equity method in ASC 323 or the fair value option in accordance with ASC 825. The ASU is effective for interim and annual reporting periods beginning after December 15, 2020. Early adoption is permitted, including adoption in any interim period. The Company does not expect the adoption of this standard to have a material impact on its consolidated financial statements.

XTIn May ~~Energy~~2019, ~~Group~~the FASB issued ASU 2019-05, ~~Inc~~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 ~~Subsidiaries~~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 Update 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. In November 2019, the FASB issued ASU No. 2019-10, which to update the effective date of ASU No. 2016-13 for private companies, not-for-profit organizations and certain smaller reporting companies applying for credit losses standard. The new effective date for these preparers is for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company has not early adopted this update and it will become effective on February 1, 2023 assuming the Company will remain eligible to be smaller reporting company. The Company is currently evaluating the impact of this new standard on its unaudited condensed consolidated financial statements and related disclosures.

~~Notes~~In January 2020, the FASB issued ASU 2020-01 to ~~Unaudited~~clarify ~~Condensed~~the ~~Consolidated~~interaction of the accounting for equity securities under ASC 321 and ~~Financial~~investments ~~Statements~~accounted for under the equity method of accounting in ASC 323 and the accounting for certain forward contracts and purchased options accounted for under ASC 815. With respect to the interactions between ASC 321 and ASC 323, the amendments clarify that an entity should consider observable transactions that require it to either apply or discontinue the equity method of accounting when applying the measurement alternative in ASC 321, immediately before applying or upon discontinuing the equity method of accounting. With respect to forward contracts or purchased options to purchase securities, the amendments clarify that when applying the guidance in ASC 815-10-15-141(a), an entity should not consider whether upon the settlement of the forward contract or exercise of the purchased option, individually or with existing investments, the underlying securities would be accounted for under the equity method in ASC 323 or the fair value option in accordance with ASC 825. The ASU is effective for interim and annual reporting periods beginning after December 15, 2020. Early adoption is permitted, including adoption in any interim period. The Company does not expect the adoption of this standard to have a material impact on its consolidated financial statements.

Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements.

Note 3 – Business ~~Combination~~combination

Acquisition of Wine Co. and Herbal Wine Co.

On December 21, 2018, Xianning Xiangtian completed its acquisition (the “Transaction”) of 90% of the equity interests in each of Wine Co. and Herbal Wine Co., each a limited liability company incorporated in the PRC, pursuant to an equity investment agreement dated December 14, 2018 (the “Agreement”), by and between Xianning Xiangtian and the Rongentang Shareholders, who are unrelated to the Company or Xianning Xiangtian. Wine Co. is engaged in the business of manufacturing and sales of compound wine products and Herbal Wine Co. is engaged in the business of manufacturing and sales of herbal wine products.

Pursuant to the Agreement, Xianning Xiangtian paid a total cash consideration of RMB67.5 million (approximately $9.7 million) (“Total Consideration”) to be contributed into Wine Co. as registered capital. RMB60 million (approximately $8.7 million) of the Total Consideration was deposited into an escrow account held by Xianning Wenquan Branch of Agricultural Bank of China as escrow agent on December 14, 2018. As of December 21, 2018, the Rongentang Shareholders completed the equity interest transfer registration with relevant PRC government authorities and the fund in the escrow was released.

In addition, Rongentang Shareholders completed the title transfer procedures with the PRC government authorities for all the real property and land use rights possessed by Rongentang to Wine Co. (“Title Transfer”) from the owner of such real property and land use rights, Xianning Rongentang Wine Co., Ltd. (“Xianning Rongentang”), an entity controlled by the Rongentang Shareholders, in February 2019. Rongentang also obtained a three-year royalty-free license from Xianning Rongentang, the owner of the trademark “Rongentang,” to use such trademark, in January 2019. The Company paid the remaining RMB7.5 million (approximately $1.1 million) of the Total Consideration to Wine Co. as registered capital in March 2019.

Rongentang Shareholders were responsible for taxes and undisclosed liabilities of Rongentang prior to the closing, including but not limited to, the guarantee liability of Wine Co. under certain loan agreement, pursuant to which a security interest in the real property possessed by Rongentang was granted to secure the repayment of a loan of a party related to Rongentang Shareholders of up to RMB10 million (approximately $1.5 million) to a PRC commercial bank. RMB10 million (approximately $1.5 million) of the funds received by the Rongentang Shareholders in connection with the Transaction was used to pay off this loan on January 18, 2019.

Upon closing of the Transaction, Rongentang became majority owned subsidiaries of Xianning Xiangtian and the Company began in business of the production and sales of compound wine and herbal wine products through Rongentang.

The Company’s acquisition of Wine Co. and Herbal Wine Co. was accounted for as a business combination in accordance with ASC 805. The Company has allocated the purchase price of Wine Co. and Herbal Wine Co. 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 level 3 inputs, except for other current assets and current liabilities were valued using the 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.

XT Energy Group, Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

The following table summarizes the fair value of the identifiable assets acquired and liabilities assumed on the acquisition date, which represents the net purchase price allocation on the date of the acquisition of Wine Co. and Herbal Wine Co. based on a valuation performed by an independent valuation firm engaged by the Company:

	Fair Value
Cash	$	6,890
Accounts receivable, net		23,612
Inventories, net		1,035,186
Advances to suppliers		25,719
Other receivables		244,279
Plant and equipment, net		4,351,805
Intangible assets, net		2,999,442
Goodwill		1,976,878
Total assets		10,663,811

Advance from customers		13,904
Other payables and accrued liabilities		6,128,289
Other payables – related parties and director		3,653,843
Taxes payable		5,582
Total liabilities		9,801,618
Net assets acquired prior to capital contribution	$	862,193
Total consideration for capital injection		9,699,669
Additional capital contribution by noncontrolling shareholder		215,548
Net assets acquired after capital contribution		10,777,410
Percentage of interest acquired		90.0	%
Total net assets acquired	$	9,699,669

Approximately $1.9 million of goodwill arising from the acquisition consists largely of synergies expected from the sales distribution networks of the Company to boost its wine and herbal wine sales. None of the goodwill is expected to be deductible for income tax purposes.

For the three and six months ended January 31, 2019, the impact of the acquisition of Wine Co. and Herbal Wine Co. to the unaudited condensed consolidated statements of operations and comprehensive income (loss) was not material.

On January 6, 2020, the Company entered into an equity transfer agreement with Kairui Tong and Hao Huang (the “Buyers”), which we agreed to sell its 90% ownership in Wine Co. and Herbal Wine Co. to the Buyers for approximately $9.6 million (RMB 67.5 million), of which, 54% ownership are sold to Kairui Tong, the legal representative and general manager of Wine Co. and Herbal Wine Co, and 36% ownership are sold to Hao Huang, an unrelated third party. Therefore, the result of operations was presented as discontinued operations for the three and six months ended January 31, 2020 unaudited condensed consolidated financial statements. See Note 4 – Discontinued operations.

XTApproximately $1.9 ~~Energy~~million ~~Group,~~of ~~Inc.~~goodwill arising from the acquisition consists largely of synergies expected from the sales distribution networks of the Company to boost its wine and ~~Subsidiaries~~herbal wine sales. None of the goodwill is expected to be deductible for income tax purposes.

~~Notes~~For the tothree ~~Unaudited~~and ~~Condensed~~nine ~~Consolidated~~months ended April 30, 2019, the impact of the acquisition of Wine Co. and Herbal Wine Co. to the unaudited ~~Financial~~condensed ~~Statements~~consolidated statements of operations and comprehensive income (loss) was not material.

On January 6, 2020, the Company entered into an equity transfer agreement with Kairui Tong and Hao Huang (the “Buyers”), which it agreed to sell its 90% ownership in Wine Co. and Herbal Wine Co. to the Buyers for approximately $9.6 million (RMB 67.5 million), of which, 54% ownership are sold to Kairui Tong, the legal representative and general manager of Wine Co. and Herbal Wine Co, and 36% ownership are sold to Hao Huang, an unrelated third party. Therefore, the result of operations was presented as discontinued operations for the nine months ended April 30, 2020 and for the three and nine months ended April 30, 2019 unaudited condensed consolidated financial statements. (See Note 4 – Discontinued operations)

Investment payable

Investment payable consists of the following:

Name of Payee

Relationship

Nature

~~January~~April 3130, 2020

July 31, 2019

Guifen Wang

Former shareholder of Tianjin Jiabaili

Payment for acquisition of Tianjin Jiabaili

~~136~~132,~~245~~972

136,314

Total

~~136~~132,~~245~~972

136,314

Short-term

(~~136~~132,~~245~~972

)

(136,314

)

Long-term

The maturities schedule is as follows as of ~~January~~April 3130, 2020:

Repayment date	Amount
Due on demand (see Note 15 – Commitments and Contingencies)	$	~~136~~132,~~245~~972
Total	$	~~136~~132,~~245~~972

Investment payable – related parties

Investment payable – related parties consist of the following:

Name of Related Party	Relationship	Nature	~~January~~April 3130, 2020			July 31, 2019
Wenhe Han (see Note 15 – Commitments and Contingencies)	Vice general manager of Tianjin Jiabaili	Payment for acquisition of Tianjin Jiabaili	$	~~113~~110,~~479~~754		$	113,537
Heping Zhang	General manager of Hubei Jinli	Payment for acquisition of Hubei Jinli		-			370,875
Total				~~113~~110,~~479~~754			484,412
Short-term				(~~113~~110,~~479~~754	)		(204,648	)
Long-term			$	-		$	279,764

~~The maturities schedule is as follows as of January 31, 2020:~~27

Repayment date	Amount
Due on demand	$	113,479
Total	$	113,479

The maturities schedule is as follows as of April 30, 2020:

Repayment date	Amount
Due on demand	$	110,754
Total	$	110,754

Debt discount

Debt discount, net of accumulated amortization, totaled $0 and $36,571 as of ~~January~~April 3130, 2020 and July 31, 2019, respectively, are recognized as a reduction of investment payable. Amortization expense related to the debt discount, included in interest expense, was $~~29,900~~ 0 and $~~125~~129,~~356~~457 for the three months ended ~~January~~April 3130, 2020 and 2019, respectively. Amortization expense related to the debt discount, included in interest expense, was $35,853 and $~~249~~378,~~175~~632 for the ~~six~~nine months ended ~~January~~April 3130, 2020 and 2019, respectively.

Note 4 – Discontinued ~~Operations~~operations

~~On May 24, 2019, the Company’s Board, discussed a plan to pursue the potential sale of all its ownership interest in Herbal~~ Wine ~~Co. and Wine Co. in order to shift the~~ ~~business focus on its energy related business. The decision and action taken by the Company of disposing Herbal Wine~~ Co. and Wine Co. represent a major shift that will have a major effect on the Company’s operations and financial results, which trigger discontinued operations accounting in accordance with ASC 205-20-45. On January 6, 2020, the Company entered into an equity transfer agreement with Kairui Tong and Hao Huang (the “Buyers”), which we agreed to sell its 90% ownership in Wine Co. and Herbal ~~Wine~~ ~~Co. to the Buyers for approximately $9.6 million (RMB 67.5 million), of which, 54% ownership are sold to Kairui Tong, the legal representative and general manager of~~ Wine Co. ~~and Herbal Wine Co, and 36% ownership are sold to Hao Huang, an unrelated third party.~~

On May 24, 2019, the Company’s Board, discussed a plan to pursue the potential sale of all its ownership interest in Herbal Wine Co. and Wine Co. in order to shift the business focus on its energy related business. The decision and action taken by the Company of disposing Herbal Wine Co. and Wine Co. represent a major shift that will have a major effect on the Company’s operations and financial results, which trigger discontinued operations accounting in accordance with ASC 205-20-45. On January 6, 2020, the Company entered into an equity transfer agreement with Kairui Tong and Hao Huang (the “Buyers”), which it agreed to sell its 90% ownership in Wine Co. and Herbal Wine Co. to the Buyers for approximately $9.6 million (RMB 67.5 million), of which, 54% ownership are sold to Kairui Tong, the legal representative and general manager of Wine Co. and Herbal Wine Co, and 36% ownership are sold to Hao Huang, an unrelated third party. As of the date of this report, the Company received full payment from the Buyers.

The fair value of discontinued operations, determined as of January 6, 2020, includes estimated consideration expected to be received, less costs to sell. After consideration of the determination of fair value of the discontinued operations, no impairment was indicated as of January 6, 2020 and July 31, 2019.

XT Energy Group, Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

Reconciliation of the carrying amounts of major classes of assets and liabilities from discontinued operations in the audited consolidated balance sheets, including Herbal Wine Co. and Wine Co. as of July 31, 2019.

Carrying amounts of major classes of assets included as part of discontinued operations of Wine Co. and Herbal Wine Co:

	July 31, 2019
CURRENT ASSETS:
Cash	$	1,929,899
Accounts receivable, net		471,889
Inventories		1,785,176
Advances to suppliers		181,101
Other current assets		73,707
Total current assets of discontinued operations		4,441,772

OTHER ASSETS:
Property, plant and equipment, net		4,588,449
Intangible assets, net		2,950,343
Goodwill		1,998,387
Total other assets of discontinued operations		9,537,179

Total assets of the disposal group classified as discontinued operations	$	13,978,951
Carrying amounts of major classes of liabilities included as part of discontinued operations:
CURRENT LIABILITIES:
Accounts payable	$	25,266
Advance from customers		1,124,608
Other payables and accrued liabilities		42,778
Income taxes payable		306,360
Total current liabilities of discontinued operations		1,499,012

Total liabilities of the disposal group classified as discontinued operations	$	1,499,012

Reconciliation of the amounts of major classes of income and losses from discontinued operations in the unaudited condensed consolidated statements of operations and comprehensive loss, including Herbal Wine Co. and Wine Co. for the three and six months ended January 31, 2020 and 2019.

	For the Three Months Ended January 31,			For the Three Months Ended January 31,			For the Six Months Ended January 31,			For the Six Months Ended January 31,
	2020			2019			2020			2019
Revenue (sales returns):
Revenue-products	$	(200,045	)	$	501,441		$	(126,240	)	$	501,441
Total revenue		(200,045	)		501,441			(126,240	)		501,441
Cost of sales (sales returns)-products		(16,178	)		55,416			(2,269	)		55,416
Gross (loss) profit		(183,867	)		446,025			(123,971	)		446,025
OPERATING EXPENSES:
Selling expenses		5,892			2,212			13,182			2,212
General and administrative expenses		175,597			76,908			458,689			76,908
Total operating expenses		181,489			79,120			471,871			79,120
(Loss) Income from operations		(365,356	)		366,905			(595,842	)		366,905
OTHER INCOME (EXPENSES)
Other expenses, net		(21,726	)		(6,069	)		(21,873	)		(6,069	)
Interest income		497			650			1,809			650
Total other loss, net		(21,229	)		(5,419	)		(20,064	)		(5,419	)
(Loss) Income before income taxes		(386,585	)		361,486			(615,906	)		361,486
Income tax benefit (expense)		42,872			(90,682	)		97,431			(90,682	)
Net (loss) income from discontinued operations		(343,713	)		270,804			(518,475	)		270,804
Less: Net (loss) income attributable to non-controlling interest from discontinued operations		(34,372	)		27,081			(51,848	)		27,081
Net (loss) income from discontinued operations attributable to XT Energy Group, Inc.	$	(309,341	)	$	243,723		$	(466,627	)	$	243,723

XTReconciliation of ~~Energy~~the ~~Group~~amounts of major classes of income and losses from discontinued operations in the unaudited condensed consolidated statements of operations and comprehensive loss, ~~Inc~~including Herbal Wine Co. and ~~Subsidiaries~~Wine Co. for the nine months ended April 30, 2020 and for the three and nine months ended April 30, 2019.

Notes to Unaudited Condensed Consolidated Financial Statements

	For the Three Months Ended April 30,			For the Nine Months Ended April 30,			For the Nine Months Ended April 30,
	2019			2020			2019
Revenue:
Revenue-products	$	1,436,915		$	(126,240	)	$	1,938,356
Total revenue		1,436,915			(126,240	)		1,938,356

Cost of sales-products		151,655			(2,269	)		207,071

Gross profit (loss)		1,285,260			(123,971	)		1,731,285

OPERATING EXPENSES:
Selling expenses		10,913			13,182			13,125
General and administrative expenses		129,854			458,689			206,762
Total operating expenses		140,767			471,871			219,887

Income (loss) from operations		1,144,493			(595,842	)		1,511,398

OTHER INCOME (EXPENSES)
Other expenses, net		(121,186	)		(21,873	)		(127,255	)
Interest income		289			1,809			939
Total other loss, net		(120,897	)		(20,064	)		(126,316	)

Income (loss) before income taxes		1,023,596			(615,906	)		1,385,082

Income tax (expense) benefit		(262,386	)		97,431			(353,068	)

Net income (loss) from discontinued operations		761,210			(518,475	)		1,032,014

Less: Net income (loss) attributable to non-controlling interest from discontinued operations		76,121			(51,848	)		103,202

Net income (loss) from discontinued operations attributable to XT Energy Group, Inc.	$	685,089		$	(466,627	)	$	928,812

As of January 6, 2020, the net assets of discontinued operations in the consolidated balance sheets, including Herbal Wine Co. and Wine Co. and reconciliation of loss on sale of discontinued operations are as follows:

	January 6, 2020
CURRENT ASSETS:
Cash	$	389,569
Accounts receivable, net		318,895
Inventories		2,048,320
Advances to suppliers		21,674
Other current assets		594,880
Total current assets		3,373,338

OTHER ASSETS:
Property, plant and equipment, net		4,421,786
Intangible assets, net		2,858,308
Goodwill		1,972,004
Total other assets		9,252,098

Total assets	$	12,625,436

CURRENT LIABILITIES:
Accounts payable	$	9,718
Advance from customers		1,108,430
Other payables and accrued liabilities		24,025
Income taxes payable		224,584
Total current liabilities		1,366,757

Total liabilities	$	1,366,757

Total net assets	$	11,258,679
Noncontrolling interests		(1,149,908	)
Total consideration		(9,675,755	)
Exchange rate effect		21,051
Total loss on sale of discontinued operations	$	454,067

29Jingshan Sanhe

XTOn April ~~Energy~~14, ~~Group~~2020, ~~Inc~~the Company’s Board of Directors (the “Board”), discussed a plan to pursue the potential sale of all its ownership interest in Jingshan Sanhe due to the coronavirus outbreak might affect the Company’s future business operations and desired to scale back its variety of businesses. The decision and ~~Subsidiaries~~action taken by the Company of disposing Jingshan Sanhe represent a major shift that had a major effect on the Company’s operations and financial results, which trigger discontinued operations accounting in accordance with ASC 205-20-45.

~~Notes~~On June 29, 2020, the Company entered into two equity transfer agreements with Xue Wang and Chao Feng (the “Buyers”), which the Company agreed to ~~Unaudited~~sell ~~Condensed~~its ~~Consolidated~~100% ownership in Jingshan Sanhe to the Buyers for approximately $4.3 million (RMB 30.0 million), ~~Financial~~of ~~Statements~~which, 60% ownership are sold to Xue Wang, an unrelated third party, and 40% ownership are sold to Chao Feng, an unrelated third party. The result of operations of Jingshan Sanhe was presented as discontinued operations for three and nine months ended April 30, 2020 and 2019 unaudited condensed consolidated financial statements.

Reconciliation of the carrying amounts of major classes of assets and liabilities from discontinued operations in the audited consolidated balance sheets, including Jingshan Sanhe as of April 30, 2020 and July 31, 2019.

	April 30, 2020		July 31, 2019
CURRENT ASSETS:
Cash	$	448,576	$	1,013,619
Notes receivable		-		217,893
Accounts receivable, net		1,662		-
Inventories		825,814		380,627
Advances to suppliers		77,586		770,699
Prepaid expenses		612,900		759,390
Other current assets		82,118		102,521
Total current assets of discontinued operations		2,048,656		3,244,749

OTHER ASSETS:
Property, plant and equipment, net		4,825,198		3,690,785
Right-of use assets		1,907,860		-
Intangible assets, net		25,489		-
Prepaid expenses - non-current		92,781		34,311
Total other assets of discontinued operations		6,851,328		3,725,096

Total assets of the disposal group classified as discontinued operations	$	8,899,984	$	6,969,845
Carrying amounts of major classes of liabilities included as part of discontinued operations:
CURRENT LIABILITIES:
Accounts payable	$	348,415	$	179,448
Advance from customers		10,447,568		12,478,800
Other payables and accrued liabilities		97,664		94,065
Other payables - related parties and director		3,143		3,222
Short-term loan - bank		425,104		-
Lease liabilities - current		982,721		-
Total current liabilities of discontinued operations		12,304,615		12,755,535

Total liabilities of the disposal group classified as discontinued operations	$	12,304,615	$	12,755,535

Reconciliation of the amounts of major classes of income and losses from discontinued operations in the unaudited condensed consolidated statements of operations and comprehensive loss, including Jingshan Sanhe, for the three and nine months ended April 30, 2020 and 2019.

	For the Three Months Ended April 30,			For the Three Months Ended April 30,			For the Nine Months Ended April 30,			For the Nine Months Ended April 30,
	2020			2019			2020			2019
Revenue:
Revenue-products	$	5,769		$	4,577,054		$	140,911		$	11,906,856
Total revenue		5,769			4,577,054			140,911			11,906,856

Cost of sales -products		572			2,936,650			157,502			7,402,719

Gross profit (loss)		5,197			1,640,404			(16,591	)		4,504,137

OPERATING EXPENSES:
Selling expenses		4,595			208,738			79,064			216,720
General and administrative expenses		444,691			708,197			1,742,669			1,091,614
Research and development expenses		8,178			959			47,536			1,189
Total operating expenses		457,464			917,894			1,869,269			1,309,523

(Loss) Income from operations		(452,267	)		722,510			(1,885,860	)		3,194,614

OTHER INCOME (EXPENSES)
Other income (expenses), net		6,486			108,484			7,876			(458	)
Interest income		114			732			834			5,388
Interest expense		(180	)		-			(180	)		-
Total other income, net		6,420			109,216			8,530			4,930

(Loss) Income before income taxes		(445,847	)		831,726			(1,877,330	)		3,199,544

Income tax (expense) benefit		(29	)		(287,210	)		228,437			(923,934	)

Net (loss) income from discontinued operations attributable to XT Energy Group, Inc.	$	(445,876	)	$	544,516		$	(1,648,893	)	$	2,275,610

Hubei Jinli

On April 14, 2020, the Company’s Board of Directors (the “Board”), discussed a plan to pursue the potential sale of all its ownership interest in Hubei Jinli due to the coronavirus outbreak might affect the Company’s future business operations and desired to scale back its variety of businesses. The decision and action taken by the Company of disposing Hubei Jinli represent a major shift that will have a major effect on the Company’s operations and financial results, which trigger discontinued operations accounting in accordance with ASC 205-20-45.

On June 28, 2020, the Company entered into two equity transfer agreements with Xubin Zhang and Jian Zheng (the “Buyers”), which the Company agreed to sell its 100% ownership in Hubei Jinli to the Buyers for approximately $21.3 million (RMB 150.0 million), of which, 60% ownership are sold to Xubin Zhang, an unrelated third party, and 40% ownership are sold to Jian Zheng, an unrelated third party. The result of operations of Hubei Jinli was presented as discontinued operations for three and nine months ended April 30, 2020 and 2019 unaudited condensed consolidated financial statements.

Reconciliation of the carrying amounts of major classes of assets and liabilities from discontinued operations in the audited consolidated balance sheets, including Hubei Jinli as of April 30, 2020 and July 31, 2019.

	April 30, 2020		July 31, 2019
CURRENT ASSETS:
Cash	$	429,063	$	166,991
Restricted cash		-		76,698
Notes receivable		228,518		469,727
Accounts receivable, net		2,496,806		2,537,450
Inventories		1,245,371		645,083
Advances to suppliers		229,773		207,696
Other current assets		11,251		71,268
Total current assets of discontinued operations		4,640,782		4,174,913

OTHER ASSETS:
Property, plant and equipment, net		6,469,847		6,615,547
Intangible assets, net		6,566,359		7,086,590
Goodwill		3,666,017		3,758,146
Total other assets of discontinued operations		16,702,223		17,460,283

Total assets of the disposal group classified as discontinued operations	$	21,343,005	$	21,635,196
Carrying amounts of major classes of liabilities included as part of discontinued operations:
CURRENT LIABILITIES:
Accounts payable	$	767,000	$	408,410
Accounts payable – related party		80,384		-
Advance from customers		8,122		10,421
Other payables and accrued liabilities		850,913		77,016
Other payables - related parties and director		4,251		-
Income taxes payable		364,052		300,652
Total current liabilities of discontinued operations		2,074,722		796,499

Total liabilities of the disposal group classified as discontinued operations	$	2,074,722	$	796,499

Reconciliation of the amounts of major classes of income and losses from discontinued operations in the unaudited condensed consolidated statements of operations and comprehensive loss, including Hubei Jinli, for the three and nine months ended April 30, 2020 and 2019.

	For the Three Months Ended April 30,			For the Three Months Ended April 30,			For the Nine Months Ended April 30,			For the Nine Months Ended April 30,
	2020			2019			2020			2019
Revenue:
Revenue-products	$	1,759,322		$	1,137,830		$	4,836,660		$	4,482,117
Total revenue		1,759,322			1,137,830			4,836,660			4,482,117

Cost of sales -products		765,985			532,337			2,245,454			1,731,727

Gross profit		993,337			605,493			2,591,206			2,750,390

OPERATING EXPENSES:
Selling expenses		13,655			33,403			600,286			98,317
General and administrative expenses		227,686			278,847			1,028,549			971,311
Research and development expenses		122,155			-			601,657			-
Provision for doubtful accounts		59,959			40,128			93,353			134,836
Total operating expenses		423,455			352,378			2,323,845			1,204,464

Income from operations		569,882			253,115			267,361			1,545,926

OTHER INCOME (EXPENSES)
Other income (expenses), net		5,344			(6,791	)		19,261			17,758
Interest income		359			-			1,417			-
Interest expense		(137	)		-			(137	)		-
Total other income (expenses), net		5,566			(6,791	)		20,541			17,758

Income before income taxes		575,448			246,324			287,902			1,563,684

Income tax expense		(71,114	)		(72,691	)		(71,114	)		(411,672	)

Net income from discontinued operations attributable to XT Energy Group, Inc.	$	504,334		$	173,633		$	216,788		$	1,152,012

Note 5 – Accounts receivable, net

Accounts receivable, net, consist of the following:

	January 31, 2020			July 31, 2019
	April 30, 2020			July 31, 2019
Accounts receivable	$	34,~~699~~719,~~624~~388		$	6,096,212
Less: allowance for doubtful accounts		(2,~~065~~075,~~179~~245	)		(1,695,469	)
Accounts receivable, net		12,~~634~~644,~~445~~143			4,400,743
Less: accounts receivable – discontinued operations		-(2,498,469	)		(~~471~~3,~~889~~009,340	)
Accounts receivable, net – continuing operations	$	1145,~~634,445~~674		$	31,~~928~~391,~~854~~403

Movement of allowance for doubtful accounts is as follows:

	Six Months Ended January 31, 2020			Year Ended July 31, 2019
	Nine Months Ended April 30, 2020			Year Ended July 31, 2019
Beginning balance	$	1,695,469		$	1,374,155
Provision for doubtful accounts		~~395~~476,~~082~~565			422,684
Wrote off		-(21,575	)		(118,684	)
Allowance acquired from acquisition		-			32,478
Exchange rate effect		(2575,~~372~~214	)		(15,164	)
Ending balance		2,~~065~~075,~~179~~245			1,695,469
Less: balance – discontinued operations		-(347,883	)		(32293,~~242~~636	)
Ending balance – continuing operations	$	21,~~065~~727,~~179~~362		$	1,~~663~~401,~~227~~833

Note 6 – Inventories, net

Inventories, net, consist of the following:

	January 31, 2020			July 31, 2019
	April 30, 2020			July 31, 2019
Raw materials and parts	$	1,~~199~~444,~~696~~435		$	1,607,472
Work in progress		~~222~~407,~~236~~396			258,634
Semi-finished goods		-			392,772
Finished goods		64,~~480~~840,~~784~~171			6,420,298
Total		76,~~902~~692,~~716~~002			8,679,176
Less: allowance for inventory reserve		(13,~~753~~941,~~375~~460	)		(54,421	)
Inventories, net		62,~~149~~750,~~341~~542			8,624,755
Less: inventories – discontinued operations		-(2,071,185	)		(12,~~785~~810,~~176~~884	)
Inventories, net – continuing operations	$	6679,~~149,341~~357		$	65,~~839~~813,~~579~~871

3035

XTFor ~~Energy~~the ~~Group~~three months ended April 30, ~~Inc.~~2020 and 2019, a provision for inventory reserve of $3,081,100 and ~~Subsidiaries~~$0, respectively, were recorded, and reflected as cost of sales on the accompanying statement of operations and comprehensive (loss) income.

~~Notes~~For tothe ~~Unaudited~~nine ~~Condensed~~months ~~Consolidated~~ended April 30, 2020 ~~Financial~~and ~~Statements~~2019, a provision for inventory reserve of $4,747,539 and $0, respectively, were recorded, and reflected as cost of sales on the accompanying statement of operations and comprehensive (loss) income.

For the three months ended January 31, 2020 and 2019, a provision for inventory reserve of $231,890 and $0, respectively, were recorded, and reflected as cost of sales on the accompanying statement of operations and comprehensive (loss) income.

For the six months ended January 31, 2020 and 2019, a provision for inventory reserve of $1,666,439 and $0, respectively, were recorded, and reflected as cost of sales on the accompanying statement of operations and comprehensive (loss) income.

Note 7 – Property, plant and equipment, net

Property, plant and equipment consist of the following:

	January 31, 2020			July 31, 2019
	April 30, 2020			July 31, 2019
Plant and buildings	$	7,~~816~~947,~~380~~700		$	11,773,196
Machinery equipment		34,~~526~~049,~~983~~247			9,040,901
Computer and office equipment		~~932~~912,~~863~~404			668,741
Vehicles		~~338~~331,~~864~~169			468,486
Plant improvement		1,~~494~~458,~~272~~382			1,146,692
Construction in progress		~~787~~25,~~165~~888			1,650,429
Subtotal		14,~~896~~724,~~527~~790			24,748,445
Less: accumulated depreciation		(3,~~089~~296,~~351~~436	)		(5,098,140	)
Property, plant and equipment, net		11,~~807~~428,~~176~~354			19,650,305
Less: property, plant and equipment – discontinued operations		-(11,295,044	)		(414,~~588~~894,~~449~~781	)
Property, plant and equipment, net – continuing operations	$	11133,~~807,176~~310		$	154,~~061~~755,~~856~~524

Depreciation expenses from continuing operations for the three months ended ~~January~~April 3130, 2020 and 2019 were $~~302~~9,~~313~~681 and $~~285~~46,~~201~~226, respectively. For the three months ended ~~January 31~~April 30, 2020 and 2019, depreciation from continuing operations included in cost of sales were $~~114~~3,~~422~~ 303 and $~~175,729~~0 respectively. For the three months ended ~~January~~April 3130, 2020 and 2019, depreciation from continuing operations included in selling, general and administrative expenses was $~~187~~6,~~891~~378 and $~~109~~46,~~472~~226, respectively.

Depreciation expenses from continuing operations for the ~~six~~nine months ended ~~January~~April 3130, 2020 and 2019 were $~~584~~179,~~523~~584 and $~~501~~251,~~307~~346, respectively. For the ~~six~~nine months ended ~~January~~April 3130, 2020 and 2019, depreciation from continuing operations included in cost of sales were $~~265~~61,~~343~~ 410 and $~~292~~106,~~618~~024 respectively. For the ~~six~~ nine months ended ~~January~~April 3130, 2020 and 2019, depreciation from continuing operations included in selling, general and administrative expenses was $~~319~~118,~~180~~174 and $~~208~~145,~~689~~322, respectively.

Depreciation expenses from discontinued operations for the three months ended ~~January~~April 3130, 2020 and 2019 were $44272,~~760~~895 and $39203,~~820~~627, respectively. For the three months ended ~~January~~ 31April 30, 2020 and 2019, depreciation from discontinued operations included in cost of sales were $4488,~~760~~ 868 and $34136,~~935~~872, respectively. For the three months ended ~~January~~April 3130, 2020 and 2019, depreciation expenses from discontinued operations included in general and administrative expenses was $0184,027 and $466,~~885~~755, respectively.

Depreciation expenses from discontinued operations for the ~~six~~nine months ended ~~January~~April 3130, 2020 and 2019 was $~~110~~797,~~194~~709 and $39539,~~820~~634, respectively. For the ~~six~~nine months ended ~~January~~ 31April 30, 2020 and 2019, depreciation from discontinued operations included in cost of sales were $90387,~~931~~ 035 and $34358,~~935~~401, respectively. For the ~~six~~nine months ended ~~January~~April 3130, 2020, depreciation expenses from discontinued operations included in general and administrative expenses was $19410,~~263~~674 and $4181,~~885~~233, respectively.

3136

XT Energy Group, Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

Construction-in-progress consist of the following as of January 31, 2020:

Construction-in-progress description	Value		Estimated Completion Date	Estimated Additional Cost to Complete
Synthetic fuel raw materials production line	$	535,192	April 2020*	$	2,178
Automobile exhaust cleaner construction project		244,643	February 2020*		-
Fire safety equipment installation		7,330	March 2020*		-
Total construction-in-progress – continuing operations	$	787,165		$	2,178

* Completed in February 2020 to April 2020.

Note 8 – Intangible assets, net

Intangible assets, net, consist of the following:

	January 31, 2020			July 31, 2019
	April 30, 2020			July 31, 2019
Land use rights	$	4,~~537~~560,~~139~~008		$	7,227,670
Technology know-hows		1,~~841~~797,~~359~~133			1,812,147
Patents, licenses and certifications		1,~~248~~218,~~621~~631			2,408,430
Software		2,~~065~~016			7,451
Less: accumulated amortization		(~~754~~985,~~280~~184	)		(715,376	)
Intangible assets, net		6,~~874~~592,~~904~~604			10,740,322
Less: intangible assets – discontinued operations		-(6,591,848	)		(210,~~950~~036,~~343~~932	)
Intangible assets, net – continuing operations	$	~~6,874,904~~756		$	7703,~~789,979~~390

Amortization expenses from continuing operations for the three months ended ~~January~~April 3130, 2020 and 2019 amounted to $~~139,556~~218 and $~~209~~70,~~000~~162, respectively. Amortization expenses from continuing operations for the ~~six~~nine months ended ~~January~~April 3130, 2020 and 2019 amounted to $~~277~~42,~~326~~907 and $~~373~~206,948, respectively.

Amortization expenses from discontinued operations for the ~~six~~nine months ended ~~January~~April 3130, 2020 and 2019 amounted to $21117,~~242~~493 and $21154,~~954~~305, respectively. Amortization expenses from discontinued operations for the ~~six~~nine months ended ~~January~~April 3130, 2020 and 2019 amounted to $52404,~~737~~867 and $21413,~~954~~421, respectively.

Based on the finite-lived intangible assets as of ~~January~~April 3130, 2020, the expected amortization expenses from continuing operations are estimated as follows:

Twelve Months Ending January 31,	Estimated Amortization Expense
Twelve Months Ending April 30,	Estimated Amortization Expense
2020	$	480,427
2021	$	468,636
2021		479,394
2022		467,880
2022		479,394
2023		467,880
2023		479,394
2024		467,880
2024		476,883
2025		463,959
Thereafter		4,~~479~~256,~~412~~369
Total		6,~~874~~592,~~904~~604
Less: intangible assets – discontinued operations		-(6,591,848	)
Total intangible assets, net – continuing operations	$	~~6,874,904~~756

XT Energy Group, Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

Note 9 – Goodwill

The changes in the carrying amount of goodwill by reportable segment are as follows:

	Hubei Jinli			Tianjin Jiabaili			Wine Co. and Herbal Wine Co.			Total
Balance as of July 31, 2018	$	3,793,245		$	339,898		$	-		$	4,133,143
Goodwill acquired through acquisitions		-			-			1,976,878			1,976,878
Goodwill impairment		-			(339,221	)		-			(339,221	)
Foreign currency translation adjustment		(35,100	)		(677	)		21,509			(14,268	)
Balance as of July 31, 2019		3,758,145			-			1,998,387			5,756,532
Disposal		-			-			(1,998,387	)		(1,998,387	)
Foreign currency translation adjustment		(192,~~909~~128	)		-			-			(192,~~909~~128	)
Balance as of January 31, 2020		3,756,236			-			-			3,756,236
Balance as of April 30, 2020		3,666,017			-			-			3,666,017
Less: goodwill – discontinued operations		-(3,666,017	)		-			-			-(3,666,017	)
Goodwill – continuing operations	$	~~3,756,236~~-		$	-		$	-		$	~~3,756,236~~-

Note 10 – Leases

The Company determines if a contract contains a lease at inception. US GAAP requires that the Company’s leases be evaluated and classified as operating or finance leases for financial reporting purposes. The classification evaluation begins at the commencement date and the lease term used in the evaluation includes the non-cancellable period for which the Company has the right to use the underlying asset, together with renewal option periods when the exercise of the renewal option is reasonably certain and failure to exercise such option which result in an economic penalty. All of the Company’s real estate leases are classified as operating leases.

The Company has several production plant and equipment lease agreements, and factory and dormitory lease agreements with lease terms ranging from two to seven years. Upon adoption of ASU 2016-02, the Company recognized approximately $2.87 million right of use (“ROU”) assets and approximately $2.21 million lease liabilities based on the present value of the future minimum rental payments of leases, using incremental borrowing rate of 4.75% and 4.90% based on duration of lease terms. The weighted average remaining lease term is 2.8268 years.

The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. The leases generally do not contain options to extend at the time of expiration.

~~For~~Rent expense from continuing operations for the three months ended ~~January~~April 3130, 2020 and 2019, rent expense amounted to approximately $~~352~~72,000 and $~~303~~217,~~587~~000, respectively. For the ~~six~~nine months ended ~~January~~April 3130, 2020 and 2019, rent expense amounted to approximately $~~679~~280,000 and $~~461~~444,~~605~~000, respectively.

Rent expense from discontinuing operations for the three months ended April 30, 2020 and 2019, rent expense amounted to approximately $234,000 and $51,000, respectively. For the nine months ended April 30, 2020 and 2019, rent expense amounted to approximately $705,000 and $120,000, respectively.

The maturity of the Company’s lease obligations for the next five years and thereafter is presented below:

Twelve Months Ending January 31,		Operating Lease Amount
Twelve Months Ending April 30,	Continued Operating Lease Amount				Discontinued Operating Lease Amount
2021	$	$43,635	~~926,297~~		$	834,192
2022		19,696	~~459,531~~			404,861
2023		19,696	~~408,572~~			404,861
2024		425	~~436~~			-
2025		425	~~436~~			-
Thereafter		850	~~435~~			-
Total lease payments		84,727	~~1,795,707~~			1,643,914
Less: Interest		(4,444	~~(108,397~~)	)		(81,337	)
Present value of lease liabilities		$	1,687,310
Total present value of lease liabilities		80,283				1,562,577
Present value of lease liabilities – related party		(23,028	)			-
Present value of lease liabilities – third parties	$	57,255			$	1,562,577

3338

XT Energy Group, Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

Note 11 – Related party balances and transactions

Leases with related parties

Sanhe Xiangtian leases its principal office, factory and dormitory from LuckSky Holding (Group) Co. Ltd. (“LuckSky Group”) in Sanhe City, Hebei Province, PRC. LuckSky Group is owned by Zhou Deng Rong, the Company’s former Chief Executive Officer, and Zhou Jian, the Company’s Chairman. The space in the office, factory and dormitory being leased are 1,296, 5,160 and 1,200 square meters, respectively. The office and factory space are leased for a rent of $99,293 (RMB 697,248) per year and the dormitory is leased for a rent of $18,456 (RMB 129,600) per year. The leases expire on July 31, 2024 and are subject to renewal with two-month advance written notice. This lease was terminated in April 2019. For the three months ended ~~January~~April 3130, 2020 and 2019, rent expense for the lease with Lucksky Group was $0 and $30,~~078~~710, respectively. For the ~~six~~nine months ended ~~January~~April 3130, 2020 and 2019, rent expense for the lease with Lucksky Group was $0 and $6090,~~132~~842, respectively.

In June 2018, Sanhe Xiangtian leased another office in Sanhe City from Sanhe Dong Yi Glass Machine Company Ltd (“Sanhe Dong Yi”) which is owned by Zhou Deng Rong with the lease term expired on June 14, 2019 for a rent of approximately $7,000 (RMB 48,000) per year. Sanhe Xiangtian renewed such lease under the same terms from June 15, 2019 to June 14, 2020. For the three months ended ~~January~~April 3130, 2020 and 2019, rent expense for this lease with Sanhe Dong Yi was $1,709 and $1,746 respectively. For the ~~six~~ nine months ended ~~January~~April 3130, 2020 and 2019, rent expense for this lease with Sanhe Dong Yi was $35,~~418~~126 and $35,~~491~~274 respectively.

Related party balances

a. ~~Other~~Accounts receivables – related ~~parties~~party:

Name of Related Party	Relationship	Nature	~~January~~April 3130, 2020			July 31, 2019
Lei Su	Legal representative of Tianjin Jiabaili	Employee advances	$	-		$	2,905
Xianning Lucksky Aerodynamic Electricity	Liewu Shi, became executive director of Xiangtian Zhongdian in April 2020, is the executive director of the company	Sales of PV Panels	$	17,196		$	-
Tianyu Ma	General manager of Tianjin Jiabaili	Employee advances		10,389			-
Total			$	17,196		$	-
Kai Li	Legal representative of Sanhe	Loan receivable		654,641	*		-
Deng Hua Zhou	Chief Executive Officer	Employee advances		3,630			3,632
Total			$	668,660		$	6,537

Other receivables – related parties:

Name of Related Party	Relationship	Nature	April 30, 2020			July 31, 2019

Lei Su	Legal representative of Tianjin Jiabaili	Employee advances	$	-		$	2,905
Tianyu Ma	General manager of Tianjin Jiabaili	Employee advances		10,140			-
Kai Li	Legal representative of Sanhe	Loan receivable		646,490	*		-
Deng Hua Zhou	Chairman	Employee advances		-			3,632
Total			$	656,630		$	6,537

The loan is due on January 13, 2021 with an annual interest rate of 4.75%.

~~b. Accounts payable – related parties:~~39

Name of Related Party	Relationship	Nature	January 31, 2020		July 31, 2019
Xianning Baizhuang Tea Industry Co., Ltd.	Bin Zhou is the CEO of the company	Purchase of materials	$	-	$	9,554
Total			$	-	$	9,554

Accounts payable – related parties:

Name of Related Party	Relationship	Nature	April 30, 2020			July 31, 2019

Xianning Baizhuang Tea Industry Co., Ltd.	Bin Zhou is the CEO of the company	Purchase of materials	$	832		$	9,554
Xianning Lucksky Aerodynamic Electricity	Liewu Shi, became executive director of Xiangtian Zhongdian in April 2020, is the executive director of the company	Purchase of materials		182,420			-
Total				183,252			9,554
Less: account payables – related parties - discontinued operations				(80,384	)		-
Account payables – related parties – continuing operations			$	102,868		$	9,554

XTd. ~~Energy~~Other ~~Group,~~payables ~~Inc.~~– related parties and ~~Subsidiaries~~director:

Notes to Unaudited Condensed Consolidated Financial Statements

Name of Related Party	Relationship	Nature	April 30, 2020			July 31, 2019

Luck Sky International Investment Holdings Ltd.	Owned by Zhou Deng Rong, former Chief Executive Officer and director	Payment for U.S. professional fee	$	688,441		$	593,941
Lucksky Group	Owned by Zhou Deng Rong, former Chief Executive Officer and director, and Zhou Jian, Chairman	Lease payable		673,701			600,549
Sanhe Dong Yi	Owned by Zhou Deng Rong, former Chief Executive Officer and director	Lease payable		5,951			872
Hubei Henghao Real Estate Development Co., Ltd.	Bin Zhou, son of Zhou Deng Hua, is the executive director and general manager	Interest payable		476,481			488,455
Zhou Deng Rong	Former Chief Executive Officer and director	Payment for U.S. professional fee		2,181,455			2,748,259
Jian Zhou	Principal shareholder of Xianning Xiangtian	Advances for operational purpose		2,906,641			1,900,164
Zhimin Feng	Legal representative of Jingshan Sanhe	Advances for operational purpose		3,143			3,222
Heping Zhang	General Manager of Hubei Jinli	Payment for acquisition of Hubei Jinli		38,944			39,923
Total				6,974,757			6,375,385
Less: other payables – related parties - discontinued operations				(3,143	)		(3,222	)
Other payables – related parties – continuing operations			$	6,971,614		$	6,372,163

ce. ~~Other~~Investment payables – related parties ~~and~~(See ~~director:~~Note 3)

Name of Related Party	Relationship	Nature	January 31, 2020		July 31, 2019
Luck Sky International Investment Holdings Ltd.	Owned by Zhou Deng Rong, former Chief Executive Officer and director	Payment for U.S. professional fee	$	656,941	$	593,941
Lucksky Group	Owned by Zhou Deng Rong, former Chief Executive Officer and director, and Zhou Jian, Chairman	Lease payable		660,268		600,549
Sanhe Dong Yi	Owned by Zhou Deng Rong, former Chief Executive Officer and director	Lease payable		4,356		872
Hubei Henghao Real Estate Development Co., Ltd.	Bin Zhou, son of Zhou Deng Hua, is the executive director and general manager	Interest payable		488,207		488,455
Zhou Deng Rong	Former Chief Executive Officer and director	Payment for U.S. professional fee		2,748,260		2,748,259
Jian Zhou	Chairman	Advances for operational purpose		2,905,760		1,900,164
Zhimin Feng	Legal representative of Jingshan Sanhe	Advances for operational purpose		3,220		3,222
Heping Zhang	General Manager of Hubei Jinli	Payment for acquisition of Hubei Jinli		44,258		39,923
Total			$	7,511,270	$	6,375,385

d.Note 12 ~~Investment~~– ~~payables~~Significant –customer, related ~~parties (See Note 3)~~party

~~Note~~Prior to 12April –10, ~~Significant~~2014, ~~customer~~Zhou Deng Rong, the Company’s former Chief Executive Officer and director, owned 70% equity interest, and Zhou Jian, the Company’s former ~~related~~Chairman, ~~party~~owned the remaining 30% equity interest of Xianning Lucksky Aerodynamic Electricity (“Xianning Lucksky”). Through April 10, 2014, Xianning Lucksky’s primary asset was a land use right for approximately 70 acres of land located in Xianning, Hubei Province, PRC. On April 8, 2014, Zhou Deng Rong sold his 70% equity interest in Xianning Lucksky to an individual, and Zhou Jian sold his 30% equity interest in Xianning Lucksky to another individual. The two individuals are unrelated to Zhou Deng Rong or Jian Zhou, or any member of management of the Company, or any of its consolidated subsidiaries or VIE. As such, as of April 8, 2014, the Company, or any of its shareholders, had no relationship to Xianning Lucksky.

~~Prior to~~ On April 1013, ~~2014~~2020, ~~Zhou~~Leiwu ~~Deng Rong~~Shi, the ~~Company’s~~executive ~~former Chief Executive Officer and~~ director, ~~owned 70% equity interest, and Zhou Jian, the Company’s Chairman, owned the remaining 30% equity interest~~ of Xianning Lucksky ~~Aerodynamic~~became ~~Electricity~~the ~~(“Xianning~~executive ~~Lucksky”).~~director ~~Through April 10, 2014, Xianning Lucksky’s primary asset was a land use right for approximately 70 acres~~ of ~~land~~Xiangtian ~~located~~Zhongdian ~~in Xianning, Hubei Province, PRC. On April 8, 2014, Zhou Deng Rong sold his 70% equity interest in Xianning Lucksky to an individual,~~ and ~~Zhou Jian sold his~~ ~~30% equity interest in Xianning Lucksky to another individual. The two individuals are unrelated to Zhou Deng Rong or Jian Zhou, or any member of management of~~ the ~~Company,~~relationship ~~or any~~ of ~~its consolidated subsidiaries or VIE. As such, as of April 8, 2014,~~ the ~~Company, or~~company ~~any~~has ofchanged ~~its shareholders, had no relationship~~ to ~~Xianning~~related ~~Lucksky~~party.

During the three and ~~six~~nine months ended ~~January 31~~April 30, 2020 and 2019, the Company entered into a series of sales contracts with Xianning Lucksky. These contracts represented approximately $~~9,000~~0 and $~~813~~17,~~315~~338 of the Company’s revenue from continuing operations for the three months ended ~~January~~April 3130, 2020 and 2019, respectively. These contracts represented approximately $11,000 and $1,~~824~~842,~~694~~032 of the Company’s revenue from continuing operations for the ~~six~~ nine months ended ~~January~~April 3130, 2020 and 2019, respectively.

On July 27, 2016, Xianning Xiangtian entered into a rental agreement with Xianning Lucksky to lease 4,628 square meters’ space in a factory in Xianning, Hubei Province, PRC. The space is leased for a rent of $83,132 (RMB 555,360) per year. The lease was scheduled to expire on July 31, 2018 but the Company terminated the lease early in February 2018 when the Company through Xiangtian Zhongdian signed another lease agreement which expired on February 5, 2019 with a rent of approximately $25,000 (RMB 168,922) per year. Xiangtian Zhongdian renewed such lease under the same terms from February 6, 2019 to February 5, 2021. Rent expense related to these leases were $6,~~357~~012 and $6,250 for three months ended ~~January~~April 3130, 2020 and 2019, respectively. Rent expense related to these leases were $1218,~~028~~040 and $1218,~~500~~750 for ~~six~~nine months ended ~~January~~ 31April 30, 2020 and 2019, respectively.

35On February 1, 2018, Xianning Xiangtian entered into a lease with Xianning Lucksky for 4,628 square meters in the factory in Xianning, Hubei province. The factory space is leased for a rent of approximately $25,000 (RMB 168,922) per year from February 1, 2018 to July 31, 2020 and is subject to renewal with a one-month advance written notice. Rent expense for this lease amounted to $6,012 and $6,250 for the three months ended April 30, 2020 and 2019, respectively. Rent expense for this lease amounted to $18,040 and $18,750 for the nine months ended April 30, 2020 and 2019, respectively.

XTOn July ~~Energy~~27, ~~Group~~2018, ~~Inc~~Xianning Xiangtian entered into a lease with Xianning Lucksky for a space of 3,128 square meters in the factory in Xianning, Hubei province. The factory space is leased for a rent of approximately $17,000 (RMB 114,172) per year from August 1, 2018 to July 31, 2020 and ~~Subsidiaries~~is subject to renewal with a one-month advance written notice. Rent expense for this lease amounted to $4,064 and $4,250 for the three months ended April 30, 2020 and 2019, respectively. Rent expense for this lease amounted to $12,193 and $12,750 for the nine months ended April 30, 2020 and 2019, respectively.

Notes to Unaudited Condensed Consolidated Financial Statements

On February 1, 2018, Xianning Xiangtian entered into a lease with Xianning Lucksky for 4,628 square meters in the factory in Xianning, Hubei province. The factory space is leased for a rent of approximately $25,000 (RMB 168,922) per year from February 1, 2018 to July 31, 2020 and is subject to renewal with a one-month advance written notice. Rent expense for this lease amounted to $6,042 and $6,250 for the three months ended January 31, 2020 and 2019, respectively. Rent expense for this lease amounted to $12,028 and $12,500 for the six months ended January 31, 2020 and 2019, respectively.

On July 27, 2018, Xianning Xiangtian entered into a lease with Xianning Lucksky for a space of 3,128 square meters in the factory in Xianning, Hubei province. The factory space is leased for a rent of approximately $17,000 (RMB 114,172) per year from August 1, 2018 to July 31, 2020 and is subject to renewal with a one-month advance written notice. Rent expense for this lease amounted to $4,083 and $4,250 for the three months ended January 31, 2020 and 2019, respectively. Rent expense for this lease amounted to $8,129 and $8,500 for the six months ended January 31, 2020 and 2019, respectively.

Note 13 – Employee benefits government plan

The Company participates in a government-mandated multi-employer defined contribution plan pursuant to which certain retirement, medical and other welfare benefits are provided to employees. PRC labor regulations require the Company to pay to the local labor bureau a monthly contribution calculated at a stated contribution rate based on the basic monthly compensation of qualified employees. The relevant local labor bureau is responsible for meeting all retirement benefit obligations; the Company has no further commitments beyond its monthly contribution. As of ~~January 31~~April 30, 2020 and July 31, 2019, the outstanding amount due to the local labor bureau was $~~212~~213,~~465~~739 and $199,500, respectively, and is included in Other Payables and Accrued Liabilities on the accompanying unaudited condensed consolidated balance sheets.

Note 14 – Income taxes

Income tax

United States

Under the provisions of the “Tax Cuts and Jobs Act” (the “Act”), the U.S. corporate tax rate is enacted at 21%.

British Virgin Islands

Xiangtian BVI is incorporated in the British Virgin Islands and is not subject to tax on income or capital gains under current British Virgin Islands law. In addition, upon payments of dividends by these entities to their shareholders, no British Virgin Islands withholding tax will be imposed.

Hong Kong

Xiangtian HK is incorporated in Hong Kong and is subject to Hong Kong Profits Tax on the taxable income as reported in its statutory financial statements adjusted in accordance with relevant Hong Kong tax laws. The applicable tax rate is 16.5% in Hong Kong. The Company did not make any provisions for Hong Kong profit tax as there were no assessable profits derived from or earned in Hong Kong since inception. Under Hong Kong tax law, Xiangtian HK is exempted from income tax on its foreign-derived income and there are no withholding taxes in Hong Kong on remittance of dividends.

PRC

The Company’s PRC subsidiaries and VIEs and their controlled entities are governed by the income tax laws of the PRC and the income tax provision in respect to operations in the PRC is calculated at the applicable tax rates on the taxable income for the periods based on existing legislation, interpretations and practices in respect thereof. Under the Enterprise Income Tax Laws of the PRC, Chinese enterprises are subject to income tax at a rate of 25% after appropriate tax adjustments.

36Significant components of the income tax (benefit) expense consisted of the following for the three and nine months ended April 30:

XT Energy Group, Inc. and Subsidiaries

	Three Months Ended April 30,						Nine Months Ended April 30,
	2020			2019			2020			2019
Current	$	54,661		$	586,228		$	(259,252	)	$	2,162,146
Deferred		-			-			-			-
Provision (benefit) for income tax		54,661			586,228			(259,252	)		2,162,146
Less: Provision (benefit) for income tax – discontinued operations		71,143			622,288			(254,754	)		1,688,675
(Income tax benefit) provision for income tax – continuing operations	$	(16,482	)	$	(36,060	)	$	(4,498	)	$	473,471

~~Notes~~Significant components toof ~~Unaudited~~the ~~Condensed~~continuing ~~Consolidated~~operations of the Company’s deferred tax assets as of April 30, 2020 and July 31, 2019 are ~~Financial~~approximately ~~Statements~~as follows:

Significant components of the income tax (benefit) expense consisted of the following for the three and six months ended January 31:

	April 30, 2020			July 31, 2019
Deferred tax assets:
Net operating loss carry forwards	$	3,228,900		$	1,738,300
Accounts receivable allowance		431,800			350,500
Inventory allowance		985,400			13,600
Deposit for investment allowance		77,600			79,500
Accrued liabilities		70,300			72,000
Warranty and other		15,900			16,300
Deferred tax assets before valuation allowance		4,809,900			2,270,200
Less: valuation allowance		(4,809,900	)		(2,270,200	)
Net deferred tax assets	$	-		$	-

	Three Months Ended January 31,					Six Months Ended January 31,
	2020			2019		2020			2019
Current	$	(305,550	)	$	1,032,405	$	(313,913	)	$	1,575,918
Deferred		-			17,369		-			-
(Income tax benefit) provision for income tax		(305,550	)		1,049,774		(313,913	)		1,575,918
Less: (Income tax benefit) provision for income tax – discontinued operations		(42,872	)		90,682		(97,431	)		90,682
(Income tax benefit) provision for income tax – continuing operations	$	(262,678	)	$	959,092	$	(216,482	)	$	1,485,236

~~Significant~~As ~~components~~ of April 30, 2020, the ~~continuing~~Company had U.S. ~~operations~~federal Net Operating Losses (“NOLs”) of approximately $5,887,000 that expire beginning in 2029 to 2038 with deferred tax assets of approximately $1,236,000. As of April 30, 2020, the Company’s had approximately $30,000 of NOLs related to its Hong Kong holding companies that can be carried forward indefinitely with deferred tax assets asof approximately $5,000. As of ~~January~~April 3130, 2020, the Company had approximately $7,951,000 of NOLs related to its PRC subsidiaries and VIEs that expire in years 2020 through 2023 with deferred tax assets of approximately $1,988,000. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon future generation for taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and ~~July~~tax 31planning strategies in making this assessment. After consideration of all the information available, ~~2019~~management ~~are~~believes ~~approximately~~that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance as ~~follows:~~of April 30, 2020.

	January 31, 2020			July 31, 2019
Deferred tax assets:
Net operating loss carry forwards	$	2,816,300		$	1,967,400
Accounts receivable allowance		516,300			415,800
Inventory allowance		438,300			13,600
Deposit for investment allowance		79,500			79,500
Accrued liabilities		72,000			72,000
Warranty and other		16,300			16,300
Deferred tax assets before valuation allowance		3,938,700			2,564,600
Less: valuation allowance		(3,938,700	)		(2,564,600	)
Net deferred tax assets	$	-		$	-

Significant components of the discontinued operations of the Company’s deferred tax assets as of April 30, 2020 and July 31, 2019 are approximately as follows:

As of January 31, 2020, the Company had U.S. federal Net Operating Losses (“NOLs”) of approximately $5,667,000 that expire beginning in 2029 to 2038 with deferred tax assets of approximately $1,190,000. As of January 31, 2020, the Company had approximately $30,000 of NOLs related to its Hong Kong holding companies that can be carried forward indefinitely with deferred tax assets of approximately $5,000. As of January 31, 2020, the Company had approximately $6,485,000 of NOLs related to its PRC subsidiaries and VIEs that expire in years 2020 through 2023 with deferred tax assets of approximately $1,621,000. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon future generation for taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance as of January 31, 2020.

	April 30, 2020			July 31, 2019
Deferred tax assets:
Net operating loss carry forwards	$	348,500		$	229,100
Accounts receivable allowance		87,000			73,400
Less: valuation allowance		(435,500	)		(302,500	)
Net deferred tax assets	$	-		$	-

XT Energy Group, Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

Significant components of the discontinued operations of the Company’s deferred tax assets as of January 31, 2020 and July 31, 2019 are approximately as follows:

	January 31, 2020		July 31, 2019
Deferred tax assets:
Accounts receivable allowance	$	-	$	8,100
Less: valuation allowance		-		(8,100	)
Net deferred tax assets	$	-	$	-

The Company evaluated the provisions of ASC 740 related to the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. ASC 740 prescribes a comprehensive model for how a company should recognize, present, and disclose uncertain positions that the company has taken or expects to take in its tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. Differences between tax positions taken or expected to be taken in a tax return and the net benefit recognized and measured pursuant to the interpretation are referred to as “unrecognized benefits.” A liability is recognized (or amount of net operating loss carry forward or amount of tax refundable is reduced) for unrecognized tax benefit because it represents an enterprise’s potential future obligation to the taxing authority for a tax position that was not recognized as a result of applying the provisions of ASC 740.

If applicable, interest costs related to the unrecognized tax benefits are required to be calculated and would be classified as “Other Income (Expense)” in the statement of operations. Penalties would be recognized as a component of “General and Administrative Expenses” in the statement of operations. The Company stayed current ~~with~~and filed its July 31, 2019 ~~tax~~before ~~return filing with~~ the ~~extended due date of May 15, 2020, a six month extension from November 15, 2019~~deadline. No interest or penalty on unpaid tax was recorded during both the three and ~~six~~nine months ended ~~January~~April 3130, 2020 and 2019. As of ~~January 31~~April 30, 2020 and July 31, 2019, no liability for unrecognized tax benefits was required to be reported. The Company does not expect any significant changes in its unrecognized tax benefits in the next quarter.

Note 15 – Commitments and contingencies

Contingencies

Contract dispute – Sanhe Xiangtian vs. Shandong Taidai

Sanhe Xiangtian is involved in a litigation with Shandong Taidai Photovoltaic Technology Co., Ltd. (“Shandong Taidai”) for contractual dispute. Sanhe Xiangtian filed a complaint on January 24, 2018 with the Sanhe People’s Court and claimed damages of RMB 1,000,000 (approximately $149,245) caused by Shandong Taidai as it provided the unqualified construction project. On June 5, 2019, the court ruled that Shandong Taidai is required to pay for the damages of Sanhe Xiangtian in the amount RMB 15,826,000 (approximately $2.3 million) and other associated fees of RMB 23,000 (approximately $3,000). As of the date of this report, the Company has not received any appeal notice from Shandong Taidai. The Company does not believe the litigation will have significant impact on its unaudited condensed consolidated financial statements as the Company will record the gain contingency upon receiving the settlement payments.

Shandong Taidai filed a lawsuit against Sanhe Xiangtian with Dongying City Intermediate People’s Court of Shandong Province on November 29, 2018 regarding the same project and claimed unpaid work of RMB 4,089,150 (approximately $610,284) and liquidated damages of RMB 2,025,139 (approximately $302,242). On December 19, 2018, Sanhe Xiangtian submitted an application objecting to the jurisdiction of Dongying City Intermediate People’s Court of but the application was rejected. On December 23, 2019, the Dongying City Intermediate People’s Court ruled in the favor of Shandong Taida of RMB 4,089,150 (approximately $610,284) and liquidated damages and legal fees of RMB 848,655 (approximately $126,657). On January 23, 2019, Sanhe Xiangtian appealed the ruling in the jurisdiction of Dongying City Intermediate People’s Court. The Company does not believe the litigation will have a material impact on its current operations and financial statements as the accounts payable amount has been properly accrued.

38Contract dispute – Sanhe Futai vs. Sanhe Xiangtian

XTSanhe ~~Energy~~Futai ~~Group~~Environmental Technology Co. Ltd. (“Sanhe Futai”) filed a lawsuit against Sanhe Xiangtian with the Sanhe People’s Court regarding a project and claimed unpaid work of RMB 2,500,000 ~~Inc~~(approximately $0.4 million) caused by Sanhe Futai provided the unqualified construction project work. On December 7, 2019, the Sanhe People’s Court reached a verdict ruling Sanhe Xiangtian to pay the unpaid work balance plus interest and ~~Subsidiaries~~court fee. Sanhe Xiangtian filed an appeal with Langfang City Intermediate People’s Court of Hebei Province. On May 6, 2020, Langfang City Intermediate People’s Court of Hebei Province issued a ruling that the facts of the first verdict was unclear and required the case to be retrial. The Company does not believe the litigation will have a material impact on its current operations and financial statements as the accounts payable amount has been properly accrued.

~~Notes~~Acquisition payment todispute ~~Unaudited~~– ~~Condensed~~Sanhe ~~Consolidated Financial~~Xiangtian ~~Statements~~vs. Wenhe Han and Guifen Wang

~~Acquisition~~On ~~payment~~March 19, 2019, Wenhe Han and Guifen Wang, former shareholders of Tianjin Jiabaili (collectively known as the “Plaintiffs”), filed a lawsuit against Xianning Xiangtian in People’s Court of Jizhou District, Tianjin City for a dispute –over the equity transfer of Tianjin Jiabaili between Plaintiffs and Xianning Xiangtian. The Plaintiffs ~~Sanhe~~claimed damage amounting to RMB 2,000,000 (approximately $0.3 million) for breach of contract and demanded immediate payment on the unpaid equity transfer balance of RMB 1,720,000 (approximately $0.3 million). A hearing was held on April 23, 2019 and the court approved the request of the Plaintiffs to freeze Xianning Xiangtian’s vsassets worth of RMB 3,720,000 (approximately $0.6 ~~Wehhan~~million) ~~Han~~before a judgement is rendered. As of the date of this report, the freeze order has not been enforced and ~~Guifen~~the ~~Wang~~Company has not received the list of assets subject to this order. On April 20, 2020, the People’s Court of Jizhou District, Tianjin City reached a verdict in favor of the Plaintiffs. Xianning Xiangtian filed an appeal and the case is under review. Management currently cannot estimate the outcome of the litigation. The Company does not believe the litigation will have a material impact on its current operations and financial statements as the acquisition payment amount has been properly accrued.

On April ~~March 19~~15, 2019, Xianning Xiangtian filed a lawsuit against Wenhe Han and Guifen Wang, former shareholders of Tianjin Jiabaili, for ~~(collectively~~the ~~known~~same asdispute over the ~~“Plaintiffs”),~~equity ~~filed~~transfer aof ~~lawsuit~~Tianjin ~~against~~Jiabaili ~~Xianning Xiangtian~~ in the People’s Court of Jizhou District, Tianjin City ~~for a dispute over the equity transfer of Tianjin Jiabaili between~~. ~~Plaintiffs and~~ Xianning Xiangtian. ~~The Plaintiffs~~ claimed damage amounting to RMB 2,000,000 (approximately $0.3 million) ~~for breach of contract~~ and demanded immediate ~~payment~~refund ~~on the unpaid equity transfer balance~~ of RMB 1 5,~~720~~080,000 (approximately $0.38 million). plus six percent (6%) annual interest starting from April 15, 2019 due to misrepresentation of the production facility of Tianjin Jiabaili from the former shareholders of Tianjin Jiabiali. A hearing was held onJune ~~April 23~~11, 2019 and the court approved the request of the ~~Plaintiffs~~Company to freeze ~~Xianning~~Wenhe ~~Xiangtian~~Han and Guifen Wang’s personal assets worth of RMB 37,~~720~~080,000 (approximately $01.60 million). ~~before~~On aOctober ~~judgement~~8, is2019, ~~rendered.~~the AsPeople’s Court of ~~the~~Jizhou ~~date~~District, ofTianjin ~~this~~City ~~report,~~reached ~~the~~a ~~freeze~~verdict ~~order~~and ~~has~~rejected ~~not~~the ~~been~~Xianning ~~enforced~~Xiangtian’s claim. Xianning Xiangtian filed an appeal and the ~~Company~~case ~~has~~is ~~not~~under ~~received~~review by the ~~list~~People’s Court of ~~assets~~Jizhou ~~subject~~District, toTianjin ~~this order~~City. Management currently cannot estimate the outcome of the litigation.

On April 15, 2019, Xianning Xiangtian filed a lawsuit against Wenhan Han and Guifen Wang, former shareholders of Tianjin Jiabaili, for the same dispute over the equity transfer of Tianjin Jiabaili in the People’s Court of Jizhou District, Tianjin City. Xianning Xiangtian claimed damage amounting to RMB 2,000,000 (approximately $0.3 million) and demanded immediate refund of RMB 5,080,000 (approximately $0.8 million) plus six percent (6%) annual interest starting from April 15, 2019 due to misrepresentation of the production facility of Tianjin Jiabaili from the former shareholders of Tianjin Jiabiali. A hearing was held June 11, 2019 and the court approved the request of the Company to freeze Wenhan Han and Guifen Wang’s personal assets worth of RMB 7,080,000 (approximately $1.0 million). On October 8, 2019, the People’s Court of Jizhou District, Tianjin City reached a verdict and rejected the Xianning Xiangtian’s claim. Xianning Xiangtian filed an appeal and the case is under review by the People’s Court of Jizhou District, Tianjin City. Management currently cannot estimate the outcome of the litigation.

Other legal matters

From time to time, the Company is a party to various legal actions arising in the ordinary course of business. The majority of these claims and proceedings related to or arise from, being guarantor of a third party and employment contract dispute. The Company accrues costs related to these matters when they become probable and as a result the amount of loss can be reasonably estimated. In determining whether a loss from a claim is probable, and if it is possible to estimate the potential litigation losses, in those situations, the Company discloses an estimate of the probable losses or a range of possible losses, if such estimates can be made.

As of ~~January~~April 3130, 2020, the type of complaints and disputes and their potential claims that the Company does not accrue costs for potential litigation losses as the probability of repaying these claims are remote. These potential claims are summarized as follows:

Labor dispute – Qiao Lijuan vs. Tianjin JiaBaiLi

Regarding the labor dispute lawsuit between Qiao Lijuan and Tianjin JiaBaiLi Petroleum Products Co., Ltd. (Hereinafter referred to as “JiaBaiLi”), on July 23, 2019, Qiao Lijuan sued JiaBaiLi (Defendant A) and the 1st Sales Company of JiaBaiLi (Defendant B) before Jizhou Court claiming Defendant B to pay RMB 7,000 (approximately $1,000) for salary, Defendant A to bear the joint and several liability and both Defendant A and B to bear the litigation fees. On October 23, 2019, Jizhou Court reached a verdict that Defendant A must pay Qiao Lijuan salary of RMB 11,000 (approximately $1,600). The Company does not believe the litigation will have a material impact on its current operations and financial statements.

Negotiable instruments dispute – Kelin Environmental Protection Equipment, Inc.

Regarding the negotiable instruments dispute of Kelin Environmental Protection Equipment, Inc. (hereinafter referred to as “Kelin”), as Kelin had not paid the draft due and expired, it was pursued by the negotiable instruments holders. Xiangtian Zhongdian, as the one of the endorsers, are involved in 14 lawsuits currently and the amount is RMB 4.0 million (approximately $0.6 million). Xiangtian Zhongdian may be jointly and severally liable in the above cases, but it may recourse to the former endorsers for compensation of the unpaid negotiable instruments.

Dispute matter	Claim amount
1) Negotiable instruments	$	~~595~~580,~~273~~975
2) Labor		~~1,016~~992
Total	$	~~596~~581,~~289~~967

XT Energy Group, Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

Shimen Government Inquiry

On June 10, 2019, Xianning Xiangtian received an inquiry from Shimen County Market Supervision Bureau (the “Bureau”) with respect to a formal investigation it initiated against Xianning Xiangtian on May 10, 2019. The Bureau stated it is investigating that Xianning Xiangtian was selling its shares to the public in anticipation of a Nasdaq listing in the near future as part of a multi-level marketing scheme. On June 14, 2019, Xianning Xiangtian issued a Letter of Statement in response to the inquiry and stated Xianning Xiangtian never issued any shares to the unspecified public since its incorporation and that all of the Company’s shares are registered with the Company’s Transfer Agent. Following Xianning Xiangtian’s delivery of its Letter of Statement, it has not received any further inquiries from the Bureau. ~~The~~After ~~Company~~the ~~believes~~Bureau’s ~~that~~investigation, ~~these~~it ~~allegations~~has ~~are~~reached ~~false~~an ~~and~~administrative penalty ~~without~~decision ~~merit,~~to another business entity with similar name and ~~intends~~confirmed tothat ~~vigorously~~Xianning ~~defend~~Xiangtian has no relation with the penalized ~~against~~business ~~them~~entity.

Variable interest entity structure

In the opinion of management, (i) the corporate structure of the Company is in compliance with existing PRC laws and regulations; (ii) the New VIE Agreements are valid and binding, and do not result in any violation of PRC laws or regulations currently in effect; and (iii) the business operations of Xiangtian Shenzhen and the VIE are in compliance with existing PRC laws and regulations in all material respects.

However, there are substantial uncertainties regarding the interpretation and application of current and future PRC laws and regulations. Accordingly, the Company cannot be assured that PRC regulatory authorities will not ultimately take a contrary view to the foregoing opinion of its management. If the current corporate structure of the Company or the New VIE Agreements is found to be in violation of any existing or future PRC laws and regulations, the Company may be required to restructure its corporate structure and operations in the PRC to comply with changing and new PRC laws and regulations. In the opinion of management, the likelihood of loss in respect of the Company’s current corporate structure or the New VIE Agreements is remote based on current facts and circumstances.

Coronavirus (“COVID-19”)

In December 2019, a novel strain of coronavirus, or COVID-19, surfaced and it has spread rapidly to many parts of China and other parts of the world, including the United States. The epidemic has resulted in quarantines, travel restrictions, and the temporary closure of stores and facilities in China and elsewhere. Substantially all of the Company’s revenue is concentrated in China. Consequently, the COVID-19 outbreak may materially adversely affect the Company’s business operations, financial condition and operating results for 2020, including but not limited to material negative impact on the Company’s total revenues, slower collection of accounts receivables and additional allowance for doubtful accounts, slower usage of inventories and additional allowance for inventories obsolescence. The Company has resume its operation in April 2020. Because of the significant uncertainties surrounding the COVID-19 outbreak, the extent of the business disruption and the related financial impact cannot be reasonably estimated at this time. As of the date of this report, the Company’s operation has been adversely affected which resulted in significant decrease in quarter ended April 30, 2020 as well as May and June of 2020 compared with the same periods of prior year. There is no guarantee that the Company’s revenues will grow or remain at a similar level year over year in the remainder of 2020.

Note 16 – Concentrations

Customer concentration risk

For the three months ended ~~January~~April 3130, 2020, ~~three~~no customers accounted for ~~34.0~~10%, ~~32.0%~~or ~~and~~more ~~28.1%~~ of the Company’s total revenues. For the three months ended ~~January 31~~April 30, 2019, ~~two~~one ~~customers~~customer accounted for 4710.47% ~~and 17.1%~~ of the Company’s total revenues.

For the ~~six~~nine months ended ~~January~~April 3130, 2020, ~~four~~ three customers accounted for 1631.52%, 1525.59%, ~~13.6%~~ and 1315.3% of the Company’s total revenues. For the ~~six~~nine months ended ~~January 31~~April 30, 2019, ~~two~~one ~~customers~~customer accounted for 4559.49% ~~and 17.6%~~ of the Company’s total revenues.

As of ~~January~~April 3130, 2020, ~~two~~three customers accounted for 2649,9%, 13.10% and 2210.25% of the total balance of accounts receivable~~, respectively~~. As of July 31, 2019, ~~four~~two customers accounted for ~~20.8%,~~ 1735.75%, ~~17.3%~~ and 1234.96% of the total balance of accounts receivable~~, respectively~~.

Vendor concentration risk

For the three months ended ~~January~~April 3130, 2020, ~~one~~no vendor accounted for 6010.20% or more of the Company’s total purchases. For the three months ended ~~January~~April 3130, 2019, two vendors accounted for 3551.48% and 1119.92% of the Company’s total purchases.

For the ~~six~~nine months ended ~~January~~April 3130, 2020, ~~one~~ two vendor accounted for 1923.04% and 11.7% of the Company’s total purchases. For the nine ~~six~~ months ended ~~January~~April 3130, 2019, two vendors accounted for 3845.42% and 1725.86% of the Company’s total purchases.

As of ~~January~~April 3130, 2020, ~~four~~three vendors accounted for 4562.46%, 1217.51%, ~~11.5%~~ and 1014.43% of the total balance of accounts payable~~, respectively~~. As of July 31, 2019, three vendors accounted for 4961.84%, 1316.79% and 1114.41% of the total balance of accounts payable~~, respectively~~.

XT Energy Group, Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

Note 17 – Segment reporting

The Company evaluates performance and determines resource allocations based on a number of factors, the primary measurement being income from operations of the Company’s nine reportable divisions in the PRC: Sanhe Xiangtian, Xianning Xiangtian, Xiangtian Zhongdian, Jingshan Sanhe, Hubei Jinli, Tianjin Jiabaili, Xiangtian Trade, Wine Co., and Herbal Wine Co. Tianjin Jiabaili did not have any operations as of ~~January~~April 3130, 2020.

These reportable divisions are consistent with the way the Company manages its business and each division operates under separate management groups and produces discrete financial information. The accounting principles applied at the operating division level in determining income (loss) from operations is generally the same as those applied at the unaudited condensed consolidated financial statement level.

The following represents results of division operations for the three and ~~six~~nine months ended ~~January~~April 3130, 2020 and 2019:

Three Months Ended January 31,

Six Months Ended January 31,

Three Months Ended April 30,

Nine Months Ended April 30,

2020

2019

2020

2019

Revenues (sales returns):

Sanhe Xiangtian

~~976~~80,~~074~~497

1,523

2,~~896~~977,~~951~~448

Xianning Xiangtian

1230,~~017,012~~459

3350,~~333,568~~924

1,~~079~~306,~~813~~385

7,~~567~~918,~~198~~122

Jingshan Sanhe

705,~~503~~769

34,~~753~~577,~~465~~063

~~110~~140,~~111~~911

711,~~329~~906,~~793~~856

Xiangtian Zhongdian

~~145,860~~-

11837,~~155,044~~354

1,~~843~~847,~~209~~096

2021,~~256~~094,~~912~~266

Hubei Jinli

1,~~738~~759,~~292~~322

21,~~188~~137,~~559~~823

34,~~102~~836,~~369~~660

34,~~344~~482,~~294~~117

Xiangtian Trade

56,~~340~~493

1,478

511,~~340~~831

Wine Co.

~~3,446~~-

~~399~~1,~~861~~395,848

6,598

~~399~~1,~~861~~795,709

Herbal Wine Co.

~~(203,491~~-

)

~~101~~41,~~580~~065

(132,838

)

~~101~~142,~~580~~647

Consolidated revenues

21,~~771~~995,~~622~~550

218,~~913~~427,~~491~~067

68,~~012~~007,~~263~~813

4150,~~901~~328,~~929~~996

Less: revenues – discontinued operations

~~200~~(1,~~045~~765,091

)

(~~501~~7,~~441~~151,799

)

~~126~~(4,~~240~~851,331

)

(~~501~~18,~~441~~327,329

)

Revenues – continuing operations

2230,~~971,667~~459

211,~~412~~275,~~050~~268

63,~~138~~156,~~503~~482

4132,~~400~~001,~~488~~667

	Three Months Ended January 31,						Six Months Ended January 31,
	2020			2019			2020			2019
Gross profit (loss):
Sanhe Xiangtian	$	-		$	451,887		$	1,523		$	1,159,296
Xianning Xiangtian		136,755			509,427			(812,682	)		1,363,212
Jingshan Sanhe		(50,958	)		1,785,033			(46,820	)		2,972,524
Xiangtian Zhongdian		(198,183	)		1,126,826			(645,539	)		2,035,160
Hubei Jinli		838,747			1,497,608			1,622,902			2,036,104
Xiangtian Trade		(7	)		5,339			26			5,339
Wine Co.		(12,782	)		360,060			(12,390	)		360,060
Herbal Wine Co.		(171,085	)		85,965			(111,581	)		85,965
Consolidated gross profit (loss)		542,487			5,822,145			(4,561	)		10,017,660
Less: gross (loss) profit – discontinued operations		183,867			(446,025	)		123,971			(446,025	)
Gross profit – continuing operations	$	726,354		$	5,376,120		$	119,410		$	9,571,635

	Three Months Ended April 30,						Nine Months Ended April 30,
	2020			2019			2020			2019
Gross profit (loss):
Sanhe Xiangtian	$	-		$	8,523		$	1,523		$	1,167,819
Xianning Xiangtian		(2,686,941	)		36,164			(3,500,515	)		1,399,376
Jingshan Sanhe		5,197			1,641,188			(16,591	)		4,613,712
Xiangtian Zhongdian		(444,883	)		66,204			(1,089,530	)		2,101,364
Hubei Jinli		993,337			604,710			2,591,206			2,640,814
Xiangtian Trade		-			6,493			26			11,831
Wine Co.		-			1,248,592			(12,390	)		1,608,653
Herbal Wine Co.		-			36,667			(111,581	)		122,632
Consolidated gross (loss) profit		(2,133,290	)		3,648,541			(2,137,852	)		13,666,201
Less: gross profit – discontinued operations		(998,534	)		(3,531,156	)		(2,450,644	)		(8,985,811	)
Gross (loss) profit – continuing operations	$	(3,131,824	)	$	117,385		$	(4,588,496	)	$	4,680,390

XT Energy Group, Inc. and Subsidiaries

	Three Months Ended April 30,						Nine Months Ended April 30,
	2020			2019			2020			2019
Income (loss) from operations:
Sanhe Xiangtian	$	(90,581	)	$	(195,549	)	$	(3,646,653	)	$	644,287
Xianning Xiangtian		(2,856,925	)		53,637			(4,616,434	)		640,757
Jingshan Sanhe		(452,267	)		723,291			(1,885,860	)		3,304,188
Xiangtian Zhongdian		(458,905	)		(58,945	)		(4,516,467	)		1,216,867
Hubei Jinli		569,882			252,333			267,361			1,436,349
Tianjin Jiabaili		(25,825	)		(93,343	)		(74,570	)		(391,034	)
Xiangtian Trade		(10,861	)		(36,190	)		(41,666	)		(31,797	)
Wine Co.		-			1,135,425			(395,833	)		1,436,229
Herbal Wine Co.		-			9,070			(200,011	)		75,173
All four holding entities		(216,266	)		(472,144	)		(802,289	)		(1,575,108	)
Consolidated (loss) income from operations		(3,541,748	)		1,317,585			(15,912,422	)		6,755,911
Less: income (loss) from operations – discontinued operations		(117,615	)		(2,120,119	)		2,214,343			(6,251,939	)
(Loss) income from operations – continuing operations	$	(3,659,363	)	$	(802,534	)	$	(13,698,079	)	$	503,972

Notes to Unaudited Condensed Consolidated Financial Statements

	Three Months Ended April 30,						Nine Months Ended April 30,
	2020			2019			2020			2019
Net income (loss) attributable to controlling interest:
Sanhe Xiangtian	$	(66,580	)	$	(106,989	)	$	(3,632,545	)	$	636,226
Xianning Xiangtian		(1,469,128	)		(454,060	)		(3,816,762	)		(432,501	)
Jingshan Sanhe		(445,876	)		435,720			(1,648,893	)		2,275,609
Xiangtian Zhongdian		(1,756,139	)		(42,897	)		(4,591,321	)		628,884
Hubei Jinli		504,334			172,852			216,788			1,042,435
Tianjin Jiabaili		(25,750	)		(93,193	)		(74,475	)		(392,384	)
Xiangtian Trade		(4,657	)		(34,932	)		(35,088	)		(31,668	)
Wine Co.		-			759,374			(284,640	)		953,669
Herbal Wine Co.		-			(74,284	)		(181,987	)		(24,853	)
All four holding entities		(229,851	)		(469,803	)		(812,423	)		(1,570,363	)
Consolidated net (loss) income attributable to controlling interest		(3,493,647	)		91,788			(14,861,346	)		3,085,054
Less: net (loss) income attributable to controlling interest – discontinued operations		(58,454	)		(1,293,662	)		1,898,733			(4,246,860	)
Net (loss) income attributable to controlling interest – continuing operations	$	(3,552,101	)	$	(1,201,874	)	$	(12,962,613	)	$	(1,161,806	)

	Three Months Ended January 31,						Six Months Ended January 31,
	2020			2019			2020			2019
Income (loss) from operations:
Sanhe Xiangtian	$	(2,535,150	)	$	170,074		$	(3,556,072	)	$	839,836
Xianning Xiangtian		(453,871	)		(34,949	)		(1,759,509	)		587,119
Jingshan Sanhe		(745,646	)		1,567,940			(1,458,623	)		2,580,897
Xiangtian Zhongdian		(3,238,540	)		474,060			(4,057,562	)		1,275,812
Hubei Jinli		(570,130	)		1,076,580			(277,489	)		1,184,016
Tianjin Jiabaili		(20,897	)		(120,779)			(48,745	)		(297,691)
Xiangtian Trade		(17,425	)		4,395			(30,805	)		4,395
Wine Co.		(155,239	)		300,802			(395,833	)		300,802
Herbal Wine Co.		(210,119	)		66,103			(200,011	)		66,103
All four holding entities		(270,270	)		(607,531)			(586,023	)		(1,102,963)
Consolidated (loss) income from operations		(8,217,287	)		2,896,695			(12,370,672	)		5,438,326
Less: income (loss) from operations – discontinued operations		365,358			(366,905)			595,844			(366,905)
(Loss) income from operations – continuing operations	$	(7,851,929	)	$	2,529,790		$	(11,774,828	)	$	5,071,421

	Three Months Ended January 31,						Six Months Ended January 31,
	Three Months Ended April 30,						Nine Months Ended April 30,
	2020			2019			2020			2019
Net income (loss) attributable to controlling interest:
Depreciation and amortization expenses:
Sanhe Xiangtian	$	(2,~~592,108~~956	)	$	~~195~~47,~~701~~244		$	(365,~~565,965~~308	)	$	~~743~~134,~~215~~666
Xianning Xiangtian		~~(1,039,170~~890	)		~~(187,857)~~172			(2,~~347,634~~270	)		~~21,559~~366
Jingshan Sanhe		~~(515~~115,~~357~~201	)		126,~~082,533~~786			(1283,~~228,046~~946	)		150,~~839,889~~010
Xiangtian Zhongdian		~~(2,268,115~~601	)		~~199~~23,~~417~~960			(2138,~~835,182~~304	)		~~671~~169,~~781~~117
Hubei Jinli		~~(466~~275,~~647~~107	)		~~806~~230,~~315~~928			~~(262~~755,~~514~~702	)		~~869~~744,~~583~~665
Tianjin Jiabaili		~~(20~~5,~~973~~240	)		~~(119~~48,~~059)~~322			~~(48~~15,725	)		~~(299~~153,~~191)~~843
Xiangtian Trade		~~(19,864~~295	)		~~3,267~~302			~~(30,431~~884	)		~~3,267~~302
Wine Co.		~~(119,913~~-	)		~~194~~81,~~292~~248			~~(284~~138,~~640~~165	)		~~194~~132,~~292~~904
Herbal Wine Co.		~~(189,428~~-	)		4915,~~431~~358			~~(181~~24,~~987~~766	)		4925,~~431~~476
All four holding entities		(268,391	)		(606,541)			(582,575	)		(1,100,560)
Consolidated depreciation and amortization expenses		400,290			474,320			1,425,070			1,411,349
Consolidated net (loss) income attributable to controlling interest		(7,499,966	)		1,617,499			(11,367,699	)		2,993,266
Less: depreciation and amortization expenses – discontinued operations		(390,308	)		(354,320	)		(1,202,579	)		(953,055	)
Less: net (loss) income attributable to controlling interest - discontinued operations		763,408			(243,723)			920,694			(243,723)
Depreciation and amortization expenses – continuing operations	$	9,982		$	120,000		$	222,491		$	458,294
Net (loss) income attributable to controlling interest - continuing operations	$	(6,736,558	)	$	1,373,776		$	(10,447,005	)	$	2,749,543

	Three Months Ended January 31,						Six Months Ended January 31,
	Three Months Ended April 30,						Nine Months Ended April 30,
	2020			2019			2020			2019
Depreciation and amortization expenses:
Interest expense:
Sanhe Xiangtian	$	~~31,286~~-		$	~~44,359~~41		$	~~62,352~~-		$	875,~~422~~875
Xianning Xiangtian		~~810~~-			~~137~~131,847			135,~~380~~853			~~194~~715,341
Jingshan Sanhe		86,857			14,519			168,745			23,224
Hubei Jinli		-			38,957			-			153,210
Xiangtian Zhongdian		69,174			70,267			137,703			145,157
Consolidated interest expense		-			170,845			35,853			874,426
Hubei Jinli		248,179			291,952			480,595			513,737
Less: interest expense – discontinued operations		-			(38,957	)		-			(153,210	)
Tianjin Jiabaili		5,267			51,013			10,485			105,521
Interest expense – continuing operations	$	-		$	131,888		$	35,853		$	721,216
Xiangtian Trade		296			-			589			-
Wine Co.		56,027			51,656			138,165			51,656
Herbal Wine Co.		9,976			10,118			24,766			10,118
Consolidated depreciation and amortization expenses		507,872			534,021			1,024,780			937,029
Less: depreciation and amortization expenses - discontinued operations		(66,003	)		(61,774)			(162,931	)		(61,774)
Depreciation and amortization expenses - continuing operations	$	441,869		$	472,247		$	861,849		$	875,255

4248

XT Energy Group, Inc. and Subsidiaries

	Three Months Ended April 30,						Nine Months Ended April 30,
	2020			2019			2020			2019
Capital expenditures:
Sanhe Xiangtian	$	-		$	59,892		$	-		$	106,941
Xianning Xiangtian		-			3,268			4,773			5,103
Jingshan Sanhe		160,223			1,086,843			1,533,983			1,977,419
Xiangtian Zhongdian		-			58			-			8,153
Hubei Jinli		26,967			72,699			424,067			456,980
Tianjin Jiabaili		-			16,496			-			35,151
Xiangtian Trade		-			2,083			-			2,083
Wine Co.		-			157,218			-			230,865
All four holding entities		-			18,500			-			18,500
Consolidated capital expenditures		187,190			1,417,057			1,962,823			2,841,195
Less: capital expenditures – discontinued operations		(187,190	)		(1,316,760	)		(1,958,050	)		(2,682,438	)
Capital expenditures – continuing operations	$	-		$	100,297		$	4,773		$	158,757

~~Notes~~Total assets toof ~~Unaudited~~each ~~Condensed~~division ~~Consolidated Financial~~as ~~Statements~~of April 30, 2020 and July 31, 2019 consisted of the following:

	Three Months Ended January 31,						Six Months Ended January 31,
	April 30, 2020			July 31, 2019
	2020			2019			2020		2019
Total assets:
Interest expense:
Sanhe Xiangtian	$	924,005		$	4,889,875
Sanhe Xiangtian	$	-		$	(207)		$	-	$	5,834
Xianning Xiangtian		11,002,527			7,969,624
Xianning Xiangtian		-			170,389			35,853		583,494
Jingshan Sanhe		8,899,985			6,969,849
Hubei Jinli		-			56,171			-		114,253
Xiangtian Zhongdian		2,628,802			7,731,512
Consolidated interest expense	$	-		$	226,353		$	35,853	$	703,581
Hubei Jinli		21,343,005			21,635,194
Tianjin Jiabaili		276,610			302,518
Xiangtian Trade		180,016			483,168
Wine Co.		-			11,005,886
Herbal Wine Co.		-			2,973,064
All four holding entities		508,261			416,098
Consolidated assets		45,763,211			64,376,788
Less: assets – discontinued operations		(30,242,989	)		(42,583,992	)
Total assets – continuing operations	$	15,520,222		$	21,792,796

	Three Months Ended January 31,					Six Months Ended January 31,
	2020			2019		2020		2019
Capital expenditures:
Sanhe Xiangtian	$	-		$	18	$	-	$	47,049
Xianning Xiangtian		2,328			570		4,668		1,835
Jingshan Sanhe		359,256			625,253		1,373,760		890,576
Xiangtian Zhongdian		-			55		-		8,095
Hubei Jinli		389,348			239,638		397,100		384,281
Tianjin Jiabaili		-			6,297		-		18,657
Wine Co.		(3,549	)		73,644		-		73,644
Consolidated capital expenditures		747,383			945,475		1,775,528		1,424,137
Less: capital expenditures - discontinued operations		3,549			(73,644)		-		(73,644)
Capital expenditures - continuing operations	$	750,932		$	871,831	$	1,775,528	$	1,350,493

Total assets of each division as of January 31, 2020 and July 31, 2019 consisted of the following:

	January 31, 2020		July 31, 2019
Total assets:
Sanhe Xiangtian	$	1,018,555	$	4,889,875
Xianning Xiangtian		15,293,107		7,969,624
Jingshan Sanhe		8,971,226		6,969,849
Xiangtian Zhongdian		3,311,971		7,731,512
Hubei Jinli		20,821,908		21,635,194
Tianjin Jiabaili		309,482		302,518
Xiangtian Trade		569,233		483,168
Wine Co.		-		11,005,886
Herbal Wine Co.		-		2,973,064
All four holding entities		636,660		416,098
Consolidated assets		50,932,142		64,376,788
Less: assets - discontinued operations		-		(13,978,950	)
Total assets - continuing operations	$	50,932,142	$	50,397,838

Note 18 – Subsequent events

InOn ~~December~~May ~~2019~~1, ~~a novel strain of coronavirus~~2020, or ~~COVID-19, surfaced and it has spread rapidly to many parts of China and other parts of~~ the ~~world,~~Company ~~including~~acquired the ~~United States.~~ ~~The~~remaining ~~epidemic~~30% ~~has~~ownership ~~resulted~~held inby ~~quarantines,~~Nanjing ~~travel~~Zhongdian ~~restrictions,~~Photovoltaic ~~and~~Co. ~~the~~Ltd. ~~temporary closure of stores and facilities~~ in ~~China~~Xiangtian ~~and elsewhere.~~Zhongdian ~~Substantially~~at ~~all~~RMB of1 ~~the~~due ~~Company’s~~to ~~revenue~~Xiangtian ~~is concentrated in China. Consequently, the COVID-19 outbreak may materially~~Zhongdian ~~adversely~~was ~~affect~~at ~~the~~a ~~Company’s~~net ~~business~~deficit ~~operations,~~position ~~financial condition~~ and ~~operating~~Xiangtian ~~results~~Zhongdian ~~for~~became ~~2020, including but not limited to material negative impact on~~ the Company’s ~~total~~wholly ~~revenues,~~owned ~~slower collection of accounts receivables, additional allowance for doubtful accounts, slower usage of inventories and additional allowance for inventories obsolescence~~subsidiary. ~~Because of the significant uncertainties surrounding the COVID-19 outbreak, the extent of the business disruption and the related financial impact cannot be reasonably estimated at this time.~~

On June ~~April 14~~28, 2020, the Company’s ~~Board~~entered ofinto ~~Directors~~two equity transfer agreements with Xubin Zhang and Jian Zheng (the “~~Board~~Buyers”), which ~~discussed~~the aCompany ~~plan~~agreed to ~~pursue~~sell ~~the~~its ~~potential~~100% ~~sale of all its~~ ownership ~~interest~~ in ~~Jingshan Sanhe and~~ Hubei Jinli ~~due~~ to the ~~coronavirus~~Buyers ~~outbreak~~for ~~might~~approximately ~~affect~~$21.3 ~~the~~million ~~Company’s~~(RMB ~~future~~150.0 million), ~~business~~of ~~operations~~which, ~~and~~60% ~~desired~~ownership are sold to ~~scale~~Xubin ~~back~~Zhang, ~~its~~an ~~variety~~unrelated ofthird ~~businesses.~~party, ~~Therefore~~and ~~the~~40% ~~result~~ownership ofare ~~operations~~sold ~~will~~to beJian ~~presented~~Zheng, an unrelated asthird ~~discontinued~~party. ~~operations~~The ~~for~~result ~~Jingshan~~of ~~Sanhe~~operations ~~and~~of Hubei Jinli aswas ofpresented ~~April~~as ~~30,~~discontinued ~~2020~~operations ~~and~~ for ~~the~~ three and nine months ended April 30, 2020 unaudited condensed consolidated financial statements ~~and thereafter until the business will be disposed~~. ~~As of January 31, 2020, the carrying value of net (deficiencies) assets of Jingshan Shanhe and Hubei Jinli are approximately $(4.6) million and $19.5 million, respectively.~~

~~The following unaudited pro forma results of~~On ~~operations~~June ~~presents~~29, 2020, the Company’s ~~financial~~entered ~~results~~into astwo ifequity ~~the~~transfer ~~disposal~~agreements ofwith ~~Jingshan~~Xue ~~Sanhe~~Wang and ~~Hubei~~Chao ~~Jinli~~Feng ~~had~~(the ~~been completed~~“Buyers”), onwhich ~~August~~the 1,Company ~~2019.~~agreed ~~The~~to ~~unaudited~~sell ~~pro~~its ~~forma~~100% ~~results~~ownership doin ~~not~~Jingshan ~~reflect~~Sanhe ~~operating~~to ~~efficiencies~~the orBuyers ~~potential~~for ~~cost~~approximately ~~savings~~$4.3 ~~which~~million ~~may~~(RMB ~~result from~~30.0 ~~the consolidation~~ million), of ~~operations. Accordingly~~which, ~~the~~60% ~~unaudited~~ownership ~~pro~~are ~~forma~~sold ~~financial~~to ~~information~~Xue isWang, ~~not~~an ~~necessarily~~unrelated ~~indicative of~~third ~~the~~party, ~~results~~and of40% ~~operations~~ownership ~~that~~are ~~the~~sold ~~Company~~to ~~would~~Chao ~~have~~Feng, ~~recognized~~an ~~had~~unrelated third weparty. ~~completed~~The ~~the~~result ~~transaction~~of onoperations ~~August~~of 1,Jingshan ~~2019.~~Sanhe ~~Future results~~was ~~may~~presented ~~vary~~as ~~significantly~~discontinued ~~from~~operations ~~the~~for ~~results~~three inand ~~this~~nine ~~pro~~months ~~forma~~ended April ~~information~~30, ~~because~~2020 ofunaudited ~~future~~condensed ~~events~~consolidated ~~and~~financial ~~transactions, as well as other factors~~statements.

	For the Three Months Ended January 31,						For the Six Months Ended January 31,
	2020			2019			2020			2019
Revenue	$	1,162,872		$	15,470,026		$	2,926,023		$	30,726,401
Cost of revenue		1,224,307			13,376,547			4,382,695			26,163,394
Gross profit (loss)		(61,435	)		2,093,479			(1,456,672	)		4,563,007
Total operating expenses		6,474,718			2,208,209			8,582,044			3,256,499
(Loss) income from operations		(6,536,153	)		(114,730	)		(10,038,716	)		1,306,508
Other expense, net		(127,807	)		(12,989	)		(120,823	)		(448,604	)
(Loss) income before income taxes		(6,663,960	)		(127,719	)		(10,159,539	)		857,904
Income tax expense		(62,643	)		(301,889	)		(11,984	)		(529,927	)
(Loss) income from continuing operations		(6,726,603	)		(429,608	)		(10,171,523	)		327,977
(Loss) income from discontinued operations		(797,780	)		270,804			(972,542	)		270,804
Net (loss) income		(7,524,383	)		(158,804	)		(11,144,065	)		598,781
Less: Net (loss) income attributable to noncontrolling interests from continuing operations		(972,049	)		85,464			(1,215,078	)		287,906
Less: Net (loss) income attributable to noncontrolling interests from discontinued operations		(34,372	)		27,081			(51,848	)		27,081
Net (loss) income attributable to XT Energy Group, Inc.	$	(6,517,962	)	$	(271,349	)	$	(9,877,139	)	$	283,794
(Loss) earnings per common share - basic and diluted
Continuing operations	$	(0.01	)	$	(0.00	)	$	(0.02	)	$	0.00
Discontinued operations	$	(0.00	)	$	0.00		$	(0.00	)	$	0.00
Weighted average number of common shares outstanding - basic and diluted		531,042,000			591,042,000			531,042,000			591,042,000

43Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

~~Item~~The following 2discussion and analysis of our results of operations and financial condition should be read together with our unaudited condensed consolidated financial statements and the notes thereto, which are included elsewhere in this report and our Annual Report on Form 10-K for the fiscal year ended July 31, 2019 (the “Annual Report”) filed with SEC. ~~Management’s~~Our ~~Discussion~~financial statements have been prepared in accordance with U.S. GAAP. In addition, our financial statements and ~~Analysis~~the offinancial ~~Financial~~information ~~Condition~~included in this report reflect our organizational transactions and ~~Results~~have ofbeen ~~Operations~~prepared as if our current corporate structure had been in place throughout the relevant periods.

The following discussion and analysis of our results of operations and financial condition should be read together with our unaudited condensed consolidated financial statements and the notes thereto, which are included elsewhere in this report and our Annual Report on Form 10-K for the fiscal year ended July 31, 2019 (the “Annual Report”) filed with SEC. Our financial statements have been prepared in accordance with U.S. GAAP. In addition, our financial statements and the financial information included in this report reflect our organizational transactions and have been prepared as if our current corporate structure had been in place throughout the relevant periods.Overview

~~Overview~~We are engaged in a variety of energy-related businesses through our subsidiaries and controlled entities in China. One of the businesses is in the field of compressed air energy storage in China and produces electricity generation systems that combine its compressed air storage technology with photovoltaic (“PV”) panels to achieve a continuous supply of power under weather conditions that are unfavorable to the generation of electricity from PV panels alone. The sales and installation of power generation systems and PV systems and the sales of PV panels, air compression equipment and heat pump products have been carried out through the Company’s variable interest entities (“VIEs”), formerly Sanhe Luck Sky Electrical Engineering Co., Ltd. (“Sanhe Xiangtian”) and currently Xianning Xiangtian Energy Holding Group Co. Ltd. (“Xianning Xiangtian”), formerly known as Xianning Sanhe Power Equipment Manufacturing Co. Ltd.

~~We are engaged in a~~In ~~variety~~March of2018, ~~energy-related~~Xianning ~~businesses~~Xiangtian ~~through~~formed ~~our~~Xiangtian ~~subsidiaries~~Zhongdian ~~and~~(Hubei) ~~controlled~~New ~~entities~~Energy inCo. ~~China~~Ltd. ~~One of the businesses is in the field of compressed air energy storage in China and produces electricity generation systems that combine its compressed air storage technology with photovoltaic~~ (“PVXiangtian Zhongdian”), ~~panels to achieve~~ a ~~continuous supply of power under weather conditions that are~~joint ~~unfavorable~~venture toin ~~the~~China, ~~generation~~in ofwhich ~~electricity~~Xianning ~~from~~Xiangtian PVholds ~~panels~~a ~~alone.~~70% ~~The~~ownership ~~sales~~interest ~~and~~with ~~installation of power generation systems and PV systems and~~ the ~~sales~~remaining of30% PVownership ~~panels,~~held ~~air~~by ~~compression equipment and heat pump products have been carried out through the Company’s~~Nanjing ~~variable~~Zhongdian ~~interest~~Photovoltaic ~~entities (“VIEs”), formerly Sanhe Luck Sky Electrical Engineering~~ Co., Ltd. ~~(“Sanhe~~ Xiangtian~~”) and~~ ~~currently~~Zhongdian ~~Xianning~~is ~~Xiangtian~~in ~~Energy~~the ~~Holding~~business ~~Group~~of ~~Co.~~manufacturing ~~Ltd.~~and ~~(“Xianning~~sales ~~Xiangtian”),~~of ~~formerly~~PV ~~known as Xianning Sanhe Power Equipment Manufacturing Co~~panels. ~~Ltd.~~

In ~~March 2018, Xianning~~ Xiangtian formed Xiangtian Zhongdian (Hubei) New Energy Co. Ltd. (“Xiangtian Zhongdian”), a joint venture in China, in which Xianning Xiangtian holds a 70% ownership interest with the remaining 30% ownership held by Nanjing Zhongdian Photovoltaic Co. Ltd. Xiangtian Zhongdian is in the business of manufacturing and sales of PV panels. In April 2018, Xianning Xiangtian formed a wholly owned subsidiary, Jingshan Sanhe Xiangtian New Energy Technology Co. Ltd. (“Jingshan Sanhe”), which is engaged in the business of researching, manufacturing and sales of high-grade synthetic fuel products. In June 2018, Xianning Xiangtian acquired Hubei Jinli Hydraulic Co., Ltd. (“Hubei Jinli”), which is engaged in the business of manufacturing and sales of hydraulic parts and electronic components, and acquired Tianjin Jiabaili Petroleum Products Co. Ltd. (“Tianjin Jiabaili”), which is engaged in the business of manufacturing and sales of petroleum products (Note 3 – Business combinations). In August 2018, Xianning Xiangtian formed a wholly owned subsidiary, Xianning Xiangtian Trade Co. Ltd. (“Xiangtian Trade”), which engaged in trading general merchandise.

In June ~~December~~ 2018, Xianning Xiangtian acquired Hubei ~~Rongentang~~Jinli ~~Wine~~Hydraulic Co., Ltd. (“~~Wine~~Hubei ~~Co.~~Jinli”), which is engaged in the business of manufacturing and sales of ~~wine~~hydraulic parts and electronic components, and acquired ~~Hubei~~Tianjin ~~Rongentang~~Jiabaili ~~Herbal~~Petroleum ~~Wine~~Products Co., Ltd. (“~~Herbal~~Tianjin ~~Wine Co.~~Jiabaili”), which is engaged in the business of manufacturing and sales of ~~herbal~~petroleum ~~wine~~ products (Note 3 – Business combinations). In August 2018, Xianning Xiangtian formed a wholly owned subsidiary, Xianning Xiangtian Trade Co. Ltd. (“Xiangtian Trade”), which engaged in trading general merchandise.

~~The~~In December ~~table~~2018, ~~below~~Xianning ~~illustrates~~ Xiangtian acquired Hubei Rongentang Wine Co., Ltd. (“Wine Co.”), which is engaged in the ~~businesses~~business of wemanufacturing ~~conduct~~and ~~through~~sales ~~our~~of ~~subsidiaries~~wine, and ~~consolidated~~acquired ~~affiliated~~Hubei ~~entities:~~Rongentang Herbal Wine Co., Ltd. (“Herbal Wine Co.”), which is engaged in the business of manufacturing and sales of herbal wine products.

~~Subsidiary~~In September ~~Principal~~and ~~Business~~October ~~Location Sanhe Xiangtian Sales of PV panels~~2018, ~~air~~January ~~compression~~2019 ~~equipment~~ and ~~heat~~March ~~pump~~2019, ~~products~~Mr. ~~and~~Jian ~~sale~~Zhou, ~~and~~our ~~installation~~former ofChairman ~~power generation systems~~ and PVcurrent ~~systems~~principal ~~Hebei~~shareholder as ~~Province~~well ~~Xiangtian~~as ~~Zhongdian~~a ~~Manufacture~~shareholder ~~and sales~~ of PV panels Hubei Province Jingshan Sanhe Manufacturing and sales of Synthetic fuel products Hubei Province Hubei Jinli Manufacture and sales of hydraulic parts and electronic components Hubei Province Tianjin Jiabaili Synthetic fuel production Tianjin Xianning Xiangtian, ~~Manufacturing~~ and ~~sales~~Zhou ofDeng ~~air~~Rong, ~~compression~~the ~~equipment~~Company’s ~~and~~former ~~heat~~Chief ~~pump~~Executive ~~products~~Officer ~~Hubei~~and ~~Province~~director, injected ~~Xiangtian~~an ~~Trade~~aggregate ~~Sale~~ of ~~synthetic~~RMB ~~fuel~~209,260,000 ~~products~~(approximately ~~Hubei~~$30.8 ~~Province~~million) ~~Rongentang~~as Wine*capital ~~Wine~~contribution ~~production~~to ~~Hubei~~Xianning ~~Province Rongentang Herbal Wine* Herbal Wine production Hubei Province~~Xiangtian.

*On November ~~Disposed~~5, in2018, ~~January~~we ~~2020~~changed our name to XT Energy Group, Inc. through a merger with and into our newly formed wholly-owned subsidiary formed for the purpose of affecting the name change.

44On May 24, 2019, our Board of Directors (the “Board”), discussed a plan to pursue the potential sale of all its ownership interest in Herbal Wine Co. and Wine Co. in order to shift its business focus on its energy related business.

InOn ~~September~~December ~~and~~16, ~~October 2018~~2019, the ~~January~~board ~~2019~~of ~~and~~directors ~~March~~of ~~2019,~~Xiangtian ~~Mr.~~Zhongdian ~~Jian~~made ~~Zhou,~~a ~~our~~decision ~~Chairman~~to suspend its current operations temporally and ~~principal~~will ~~shareholder~~further asmake determination ~~well~~on asits afuture ~~shareholder~~sales plan of ~~Xianning~~PV Panels in Xiangtian Zhongdian. In May, 2020, we acquired the remaining 30% ownership held by Nanjing Zhongdian Photovoltaic Co. Ltd. in Xiangtian Zhongdian and ~~Zhou~~Xiangtian ~~Deng~~Zhongdian ~~Rong~~became our wholly owned subsidiary. However, our sales from PV panels are expected to decrease as compared to the ~~Company’s~~prior ~~former~~period ~~Chief~~due ~~Executive~~to ~~Officer~~the non-controlling shareholder in Xiangtian Zhongdian having retained their marketing team and ~~director,~~left ~~injected~~Xiangtian anZhongdian. ~~aggregate~~We ofare ~~RMB~~starting ~~209,260,000~~to ~~(approximately~~develop our own PV ~~$30~~panels market with our internal marketing sources.8 ~~million)~~Our asPV ~~capital~~panels ~~contribution~~operations is expected to ~~Xianning~~resume ~~Xiangtian~~back to the normal level once we developed our own PV panels market.

~~On November 5, 2018, we changed our name to XT Energy Group, Inc. through a merger with and into our newly formed wholly-owned subsidiary formed for the purpose of affecting the name change.~~50

On January ~~May 24~~6, ~~2019~~2020, ~~our Board~~we ofentered ~~Directors~~into an equity transfer agreement with Kairui Tong and Hao Huang (the “~~Board~~Buyers”), ~~discussed~~which awe agreed ~~plan~~ to ~~pursue~~sell its 90% ownership in Wine Co. and Herbal Wine Co. to the ~~potential~~Buyers ~~sale~~for approximately $9.6 million (RMB 67.5 million), of ~~all~~which, ~~its~~54% ownership ~~interest~~are insold ~~Herbal~~ to Kairui Tong, the legal representative and general manager of Wine Co. and Herbal Wine Co., and in36% ~~order~~ownership toare ~~shift~~sold ~~its~~to ~~business~~Hao ~~focus~~Huang, onan ~~its~~unrelated ~~energy~~third ~~related business~~party. ~~Therefore~~The ~~the~~ result of operations of Rongentang was presented as discontinued operations asfor ofthe nine months ended April 30, 2020 and for the three and ~~six~~nine months ended ~~January~~April 3130, ~~2020~~2019 unaudited condensed ~~consolidated~~ consolidated financial statements.

On May ~~December 16~~1, ~~2019~~2020, ~~the~~ ~~board~~we ofacquired ~~directors~~the ofremaining ~~Xiangtian~~30% ~~Zhongdian~~ownership ~~made~~held aby ~~decision~~Nanjing toZhongdian ~~suspend~~Photovoltaic ~~its~~Co. ~~current~~Ltd. ~~operations temporarily and will further make determination on its future sales plan of PV Panels~~ in Xiangtian Zhongdian. ~~Currently, management is in the negotiation process~~and ~~with the non-controlling shareholder of~~ Xiangtian Zhongdian ~~about~~became ~~acquiring~~our ~~the~~wholly ~~remaining~~owned ~~30% non-controlling interest of Xiangtian Zhongdian~~subsidiary. ~~Our PV panels operations is expected to resume back to the normal level once we acquired the 30% non-controlling interest of Xiangtian Zhongdian.~~

On June ~~January 6~~28, 2020, ~~the~~ ~~Company~~we entered into antwo equity transfer ~~agreement~~agreements with ~~Kairui~~Xubin ~~Tong~~Zhang and ~~Hao~~Jian ~~Huang~~Zheng (the “Buyers”), which ~~the Company~~ we agreed to sell its 90100% ownership in ~~Wine~~Hubei ~~Co.~~Jinli ~~and Herbal Wine Co.~~ to the Buyers for approximately $921.63 million (RMB 67150.50 million), of which, 54 60% ownership are sold to ~~Kairui~~Xubin ~~Tong~~Zhang, ~~the~~an ~~legal~~unrelated ~~representative~~third ~~and general manager of Wine Co. and Herbal Wine Co~~party, and 36 40% ownership are sold to ~~Hao~~Jian ~~Huang~~Zheng, an unrelated third party. The result of operations of ~~Rongentang~~Hubei Jinli was presented as discontinued operations for ~~the~~ three and ~~six~~nine months ended ~~January 31~~April 30, 2020 and 2019 unaudited condensed consolidated financial statements. ~~(See Note 4 – Discontinued Operations).~~

On June ~~April 14~~29, 2020, ~~the Company’s~~we ~~Board~~entered ofinto ~~Directors~~two ~~(the~~equity ~~“Board”),~~transfer ~~discussed~~agreements awith ~~plan~~Xue toWang ~~pursue~~and Chao Feng (the ~~potential~~“Buyers”), ~~sale~~which ofwe agreed ~~all~~to sell its 100% ownership ~~interest~~ in Jingshan Sanhe ~~and Hubei Jinli due~~ to the ~~anticipated~~Buyers ~~effect~~for ofapproximately ~~the~~$4.3 ~~coronavirus~~million on(RMB ~~the~~30.0 ~~Company’s~~million), ~~future~~of ~~business~~which, ~~operations~~60% ~~and~~ownership ~~desired~~are sold to ~~scale~~Xue ~~back~~Wang, ~~its~~an ~~variety~~unrelated ofthird ~~businesses.~~party, ~~Therefore~~and ~~the~~40% ~~result~~ownership ofare ~~operations~~sold ~~will~~to beChao ~~presented~~Feng, asan ~~discontinued~~unrelated third party. The result of operations ~~for~~of Jingshan Sanhe ~~and~~was ~~Hubei~~presented ~~Jinli~~ as ofdiscontinued ~~April~~operations ~~30, 2020 and~~ for ~~the~~ three and nine months ended April 30, 2020 and 2019 unaudited condensed consolidated financial statements ~~and thereafter until the business will be disposed~~.

~~Reorganization~~The table below illustrates the businesses we conduct through our subsidiaries and consolidated affiliated entities:

OnSubsidiary ~~September~~Principal ~~30,~~Business ~~2018,~~ Location Sanhe Xiangtian ~~Shenzhen~~Sales ~~terminated~~of ~~its~~PV ~~variable~~panels, ~~interest~~air ~~entity~~compression ~~agreements~~equipment ~~(the~~and ~~“VIE~~heat ~~Agreements”)~~pump asproducts ~~part~~and sale and installation of ~~its~~power ~~restructuring to~~generation ~~facilitate~~systems ~~the~~and ~~shift~~PV systems Hebei Province Xiangtian Zhongdian Manufacture and sales of ~~business~~PV ~~focus~~panels ~~between~~Hubei ~~entities~~Province ~~controlled~~Jingshan bySanhe** ~~the~~Manufacturing ~~Company.~~and ~~After~~sales ~~the~~of ~~restructuring,~~Synthetic ~~the~~fuel ~~Company’s headquarter~~products isHubei ~~located~~Province inHubei ~~the~~Jinli** ~~city~~Manufacture and sales of ~~Xianning,~~hydraulic parts and electronic components Hubei Province, ~~and~~Tianjin ~~Sanhe~~Jiabaili Synthetic fuel production Tianjin Xianning Xiangtian, ~~the~~Manufacturing ~~Company’s~~and ~~previous~~sales ~~headquarter, located~~of inair ~~the~~compression ~~city~~equipment and heat pump products Hubei Province Xiangtian Trade Sale of ~~Sanhe,~~synthetic ~~Hebei~~fuel products Hubei Province, isRongentang ~~restructured~~Wine* asWine ~~our~~production ~~sales~~Hubei ~~office.~~Province ~~The~~Rongentang ~~VIE~~Herbal ~~Agreements~~Wine* ~~include~~Herbal ~~the~~Wine ~~following:~~production Hubei Province

●* Disposed ~~Framework~~in ~~Agreement~~January ~~on Business Cooperation, dated July 25, 2014, by and between Xiangtian Shenzhen and Sanhe Xiangtian;~~2020

●** Disposed ~~Exclusive~~in ~~Management,~~June ~~Consulting and Training and Technical Service Agreement, dated July 25, 2014, by and between Xiangtian Shenzhen and Sanhe Xiangtian;~~2020

4551

~~● Exclusive Option Agreement, dated July 25, 2014, by and among Xiangtian Shenzhen, Sanhe Xiangtian and all the shareholders of Sanhe Xiangtian (“Shanhe Xiangtian Shareholders”);~~Reorganization

●On September ~~Equity~~30, ~~Pledge Agreement~~2018, ~~dated~~Xiangtian ~~July~~Shenzhen 25terminated its variable interest entity agreements (the “VIE Agreements”) as part of its restructuring to facilitate the shift of business focus between entities controlled by the Company. After the restructuring, the ~~2014~~Company’s headquarter is located in the city of Xianning, byHubei Province, and ~~among~~Sanhe Xiangtian, ~~Shenzhen~~the Company’s previous headquarter, located in the city of Sanhe, ~~Xiangtian~~Hebei ~~and~~Province, ~~the~~is ~~Shanhe~~restructured ~~Xiangtian~~as ~~Shareholders;~~our sales office. The VIE Agreements include the following:

● ~~Know-How~~Framework ~~Sub-License~~ Agreement on Business Cooperation, dated July 25, 2014, by and between Xiangtian Shenzhen and Sanhe Xiangtian; ~~and~~

● ~~Powers~~Exclusive ofManagement, ~~Attorney~~Consulting ofand ~~the~~Training ~~Sanhe~~and ~~Xiangtian~~Technical ~~Shareholders~~Service Agreement, dated July 25, 2014., by and between Xiangtian Shenzhen and Sanhe Xiangtian;

In● ~~connection~~Exclusive ~~with~~Option ~~the termination of the VIE Agreements~~Agreement, ondated ~~September~~July 3025, ~~2018~~2014, ~~Sanhe~~by ~~Xiangtian~~and ~~transferred~~among ~~its 100% equity interest of Xianning~~ Xiangtian to ~~the~~Shenzhen, Sanhe Xiangtian ~~Shareholders~~ and all the ~~Sanhe~~shareholders ~~Xiangtian Shareholders transferred their 100% equity interest~~ of Sanhe Xiangtian to ~~Xianning~~(“Shanhe Xiangtian. ~~As a result of the foregoing equity transfers, Sanhe Xiangtian became a wholly owned subsidiary of Xianning Xiangtian.~~Shareholders”);

On● ~~the~~Equity ~~same~~Pledge ~~day~~Agreement, ~~the Company,~~dated ~~through~~July ~~Xiangtian~~25, ~~Shenzhen and Xiangtian HK~~2014, ~~entered~~by ~~into~~and aamong ~~new~~Xiangtian ~~series of variable interest entity agreements (“New VIE Agreements”)~~Shenzhen, ~~pursuant~~Sanhe ~~to which Xianning~~ Xiangtian ~~became~~and the ~~Company’s~~Shanhe ~~new~~Xiangtian ~~contractually controlled affiliate. The New VIE Agreements allow us to:~~Shareholders;

● ~~exercise~~Know-How ~~effective~~Sub-License ~~control~~Agreement, ~~over~~dated ~~Xianning~~July 25, 2014, by and between Xiangtian Shenzhen and Sanhe Xiangtian; and

● ~~receive~~Powers ~~substantially~~of ~~all~~Attorney of the ~~economic~~Sanhe ~~benefits~~Xiangtian ofShareholders ~~Xianning~~dated ~~Xiangtian;~~July ~~and~~25, 2014.

●In connection ~~have~~with anthe ~~exclusive~~termination ~~option~~of tothe ~~purchase~~VIE ~~all~~Agreements, oron ~~part~~September 30, 2018, Sanhe Xiangtian transferred its 100% equity interest of Xianning Xiangtian to the Sanhe Xiangtian Shareholders and the Sanhe Xiangtian Shareholders transferred their 100% equity ~~interests~~interest of inSanhe Xiangtian to Xianning Xiangtian. ~~when~~As ~~and~~a toresult of the ~~extent~~foregoing ~~permitted~~equity bytransfers, ~~the~~Sanhe ~~laws~~Xiangtian became a wholly owned subsidiary of ~~the~~Xianning ~~PRC~~Xiangtian.

~~The~~On the same day, the Company, through Xiangtian Shenzhen and Xiangtian HK, entered into a new series of variable interest entity agreements (“New VIE Agreements ~~include~~”), pursuant to which Xianning Xiangtian became the ~~following~~Company’s new contractually controlled affiliate. The New VIE Agreements allow us to:

● ~~Framework~~exercise ~~Agreement~~effective oncontrol ~~Business~~over ~~Cooperation, entered between Xiangtian Shenzhen and~~ Xianning Xiangtian.;

● ~~Agreement~~receive ofsubstantially ~~Exclusive~~all ~~Management,~~of ~~Consulting~~the ~~and~~economic ~~Training~~benefits ~~and~~of ~~Technical~~Xianning ~~Service, entered between~~ Xiangtian; ~~Shenzhen~~ and ~~Xianning Xiangtian,.~~

● ~~Exclusive~~have ~~Option~~an ~~Agreement,~~exclusive ~~entered~~option ~~among~~to ~~Xiangtian~~purchase ~~HK,~~all ~~Xiangtian~~or ~~Shenzhen,~~part ~~Fei~~of ~~Wang,~~the ~~Zhou~~equity ~~Jian~~interests ~~and~~in Xianning Xiangtian, when and to the extent permitted by the laws of the PRC.

●The New ~~Equity~~VIE ~~Pledge~~Agreements ~~Agreement,~~include ~~entered~~the ~~among Xiangtian Shenzhen, Fei Wang, Zhou Jian, and Xianning Xiangtian,.~~following:

● ~~Know-How~~Framework ~~Sub-License~~ Agreement on Business Cooperation, entered between Xiangtian Shenzhen and Xianning Xiangtian~~, pursuant to which Xiangtian Shenzhen; and~~.

● ~~Powers~~Agreement of ~~Attorney~~Exclusive ofManagement, ~~the~~Consulting ~~Xianning~~and Training and Technical Service, entered between Xiangtian ~~stockholders~~Shenzhen and Xianning Xiangtian,.

● ~~Spousal~~Exclusive ~~Consent~~Option ~~Letters~~Agreement, ofentered ~~each~~among ofXiangtian ~~the~~HK, ~~spouses~~Xiangtian ofShenzhen, ~~the~~Fei Wang, Zhou Jian and Xianning Xiangtian ~~Shareholders~~,

As● aEquity ~~result~~Pledge ~~of the New VIE Agreements~~Agreement, weentered ~~have~~among ~~become~~Xiangtian ~~the~~Shenzhen, ~~primary~~Fei ~~beneficiary~~Wang, ofZhou ~~Xianning Xiangtian~~Jian, and ~~it treats~~ Xianning Xiangtian ~~as its variable interest entity under U~~,.S. GAAP. We will continue to consolidate the financial results of Xianning Xiangtian in our unaudited condensed consolidated financial statements in accordance with U.S. GAAP. The above reorganization has no effect on the Company’s unaudited condensed consolidated financial statements for the current period and thereafter.

46● Know-How Sub-License Agreement, entered between Xiangtian Shenzhen and Xianning Xiangtian, pursuant to which Xiangtian Shenzhen; and

~~Key~~● ~~Factors~~Powers ~~that~~of ~~Affect~~Attorney ~~Operating~~of ~~Results~~the Xianning Xiangtian stockholders.

~~Our~~● ~~ability~~Spousal toConsent ~~build~~Letters ~~our~~of ~~brand~~each ~~and~~of ~~expand our~~the ~~sales~~spouses ~~distribution~~of ~~channel~~the Xianning Xiangtian Shareholders

We market our products through third-party distributors in China and through employees for direct sales. The distributors sell our products and receive commissions based on the value of the contracts. We utilize three classes of distributors based on the size of their territory – province, city and town. The distributors target factories and power plants, as well as local governments which may encourage local industry to utilize alternative energy sources, for our power generation products. The distributors also target wine retailers, supermarkets for our wine products and target gas stations and automobile repair shops for our synthetic fuel products. Our revenue growth will be affected by our ability to effectively execute our marketing strategies to build our brand and to expand our sales distribution channel through other sources other than through our distributors.52

~~PRC~~As a ~~economy~~result of the New VIE Agreements, we have become the primary beneficiary of Xianning Xiangtian, and it treats Xianning Xiangtian as its variable interest entity under U.S. GAAP. We will continue to consolidate the financial results of Xianning Xiangtian in our unaudited condensed consolidated financial statements in accordance with U.S. GAAP. The above reorganization has no effect on the Company’s unaudited condensed consolidated financial statements for the current period and thereafter.

~~Although the PRC economy~~Key ~~has~~Factors ~~grown~~that inAffect ~~recent~~Operating years, the pace of growth has slowed, and growth rates may continue to decline. According to the PRC National Bureau of Statistics of China, the annual rate of growth in the PRC declined from 7.6% in 2014, to 7.0% in 2015, 6.8% in 2016, 6.9% in 2017, 6.8% in 2018 and 6.3% in 2019. A further slowdown in overall economic growth, an economic downturn, a recession or other adverse economic development in the PRC may materially reduce the purchasing power of Chinese consumers and thus lead to a decrease in the demand for our products. Such a decrease in demand may have a materially adverse effect on our business.Results

~~Seasonality~~Our ability to build our brand and expand our sales distribution channel

~~Our~~We market ~~financial~~our ~~results for~~products ~~quarters~~through ~~ended~~third-party ~~January~~distributors 31in China and ~~April~~through 30employees infor ~~each~~direct ~~year~~sales. ~~might~~The ~~fluctuate,~~distributors ~~depending~~sell ~~upon~~our products and receive commissions based on the ~~date~~value of the ~~Chinese~~contracts. ~~New~~We ~~Year~~utilize inthree ~~the period~~classes of ~~which~~distributors itbased ~~will~~on ~~fall~~the ~~into~~size of astheir ~~the~~territory ~~Chinese~~– ~~New~~province, ~~Year~~city ~~normally~~and ~~would~~town. ~~fall~~The indistributors ~~between~~target ~~January~~factories and ~~February.~~power ~~Immediately~~plants, ~~before the~~as ~~Chinese~~well ~~New~~as ~~Year,~~local ~~our~~governments which ~~operating~~may ~~results~~encourage ~~and~~local ~~revenues~~industry ~~tend~~ to beutilize ~~higher~~alternative asenergy sources, for our ~~customers~~power ~~might~~generation ~~push~~products. usThe todistributors also ~~deliver~~target gas stations and automobile repair shops for our synthetic fuel products ~~before~~. ~~the~~Our ~~Chinese~~revenue ~~New~~growth ~~Year~~will ~~holiday~~be ~~and~~affected by our ability ~~operating~~to ~~results~~effectively ~~and~~execute ~~revenues~~our ~~tend~~marketing strategies to bebuild ~~lower~~our ~~during~~brand ~~the~~and ~~month~~to ~~after~~expand ~~the~~our ~~Chinese~~sales distribution channel through ~~New~~other ~~Year~~sources other than through our distributors.

~~In addition, our operating~~PRC ~~results and revenues in our heat pump product line tend to be higher during the fall and winter seasons and lower during the spring and summer seasons.~~economy

~~Natural~~Although the ~~disaster~~PRC economy has grown in recent years, the pace of growth has slowed, and growth rates may continue to decline. According to the PRC National Bureau of Statistics of China, the annual rate of growth in the PRC declined from 7.6% in 2014, to 7.0% in 2015, 6.8% in 2016, 6.9% in 2017, 6.8% in 2018 and 6.3% in 2019. A further slowdown in overall economic growth, an economic downturn, a recession or ~~health~~other ~~epidemics~~adverse economic development in the PRC may materially reduce the purchasing power of Chinese consumers and thus lead to a decrease in the demand for our products. Such a decrease in demand may have a materially adverse effect on our business.

In December 2019, a novel strain of coronavirus, or COVID-19, surfaced and it has spread rapidly to many parts of China and other parts of the world, including the United States. The epidemic has resulted in quarantines, travel restrictions, and the temporary closure of stores and facilities in China and elsewhere. Substantially all of our revenue is concentrated in China. Consequently, the COVID-19 outbreak may materially adversely affect our business operations, financial condition and operating results for 2020. In March 2020, the temporary closure of stores and facilities, or the ’shelter in place’ order, in China was lifted and many businesses have resumed normal operations. We believe the epidemic may have a short-term negative effect on our business. However, because of the significant uncertainties surrounding the COVID-19 outbreak, the extent of the business disruption and the related financial impact cannot be reasonably estimated at this time. There is no guarantee that our total revenues will grow or remain at a similar level as compared to 2019.Seasonality

~~PRC~~Our financial ~~governmental~~results ~~regulations~~for quarters ended January 31 and April 30 in each year might fluctuate, depending upon the date of the Chinese New Year in the period of which it will fall into as the Chinese New Year normally would fall in between January and February. Immediately before the Chinese New Year, our operating results and revenues tend to be higher as our customers might push us to deliver our products before the Chinese New Year holiday and our operating results and revenues tend to be lower during the month after the Chinese New Year.

~~We are subject to a~~In ~~variety~~addition, ofour ~~governmental~~operating ~~regulations~~results ~~related to the storage, use~~ and ~~disposal~~revenues ofin ~~hazardous~~our ~~materials.~~heat ~~The~~pump ~~major~~product ~~environmental~~line ~~regulations applicable~~tend to usbe ~~include~~higher ~~the~~during ~~Environmental Protection Law of~~ the ~~PRC,~~fall ~~the Law of the PRC on the Prevention~~ and ~~Control~~winter ~~of Water~~seasons ~~Pollution~~ and ~~its~~lower ~~implementation~~during ~~rules,~~ the ~~Law~~spring ~~of the PRC on the Prevention~~ and ~~Control~~summer of Air Pollution and its implementation rules, the Law of PRC on the Prevention and Control of Solid Waste Pollution and the Law of the PRC on the Prevention and Control of Noise Pollution and the PRC Law on Appraising Environment Impactsseasons. In addition, under the Environmental Protection Law of the PRC, the Ministry of Environmental Protection sets national pollutant emission standards. However, provincial governments may set stricter local standards, which are required to be registered at the State Administration for Environmental Protection. Enterprises are required to comply with the stricter of the two standards. Unfavorable changes could affect the delivery timing of our services and products that we provide and could materially and adversely affect the results of operations.

47Natural disaster or health epidemics

In December ~~addition~~2019, wea ~~are subject~~novel strain of coronavirus, or COVID-19, surfaced and it has spread rapidly to amany ~~variety~~parts of ~~licenses~~China and ~~permits~~other parts of the world, ~~laws~~including the United States. The epidemic has resulted in quarantines, travel restrictions, and ~~regulations~~the temporary closure of stores and facilities in China and elsewhere. Substantially all of our revenue is concentrated in China. Consequently, the ~~People’s~~COVID-19 ~~Republic~~outbreak may materially adversely affect our business operations, financial condition and operating results for 2020. In March 2020, the temporary closure of stores and facilities, or the ‘shelter in place’ order, in China ~~related~~was lifted and many businesses have resumed normal operations. We believe the epidemic may have a short-term negative effect on our business as our revenues has decreased in our three and nine months Ended April 30, 2020 as compared to the same period in 2019. However, because of the significant uncertainties surrounding the COVID-19 outbreak, the extent of the business disruption and the related financial impact cannot be reasonably estimated at this time in the long run. There is no guarantee that our ~~operations~~total revenues will grow or remain at a similar level in the second half of calendar year of 2020 as compared to 2019.

● Safety Production License, according to Regulation on Work Safety Permits (2014), the state applies a work safety licensing system to enterprises engaged in mining, construction, and the production of dangerous chemicals, fireworks and crackers, and civil explosives.53

● PRC governmental Hazardous Chemicals Business License, according to Measures for the Administration of Dangerous Chemicals Business License (2012), the state implements a licensing system for the operation of hazardous chemicals. Enterprises which operate dangerous chemical shall obtain a hazardous chemicals business license. It is prohibited to operate hazardous chemicals without obtaining such business license.regulations

●We are ~~Industrial~~subject ~~Product~~to ~~Production~~a ~~License~~variety of governmental regulations related to the storage, ~~according~~use and disposal of hazardous materials. The major environmental regulations applicable to ~~Regulation~~us include the Environmental Protection Law of the ~~People’s~~PRC, ~~Republic~~the Law of ~~China~~the PRC on the ~~Production~~Prevention and ~~License~~Control of ~~Industrial~~Water ~~Products~~Pollution ~~(2005)~~and its implementation rules, the ~~State~~Law ~~implements~~of athe ~~production~~PRC ~~license~~on ~~system~~the ~~for~~Prevention ~~enterprises~~and ~~that~~Control ~~produce~~of Air Pollution and its implementation rules, the ~~industrial~~Law ~~products~~of ~~that~~PRC ~~affect~~on ~~production~~the ~~safety~~Prevention and ~~public~~Control ~~safety~~of ~~such~~Solid asWaste ~~hazardous~~Pollution ~~chemicals~~and the Law of the PRC on the Prevention and Control of Noise Pollution and the PRC Law on Appraising Environment Impacts. ItIn isaddition, ~~prohibited~~under the Environmental Protection Law of the PRC, the Ministry of Environmental Protection sets national pollutant emission standards. However, provincial governments may set stricter local standards, which are required to ~~produce~~be ~~such~~registered at the State Administration for Environmental Protection. Enterprises are required to comply with the stricter of the two standards. Unfavorable changes could affect the delivery timing of our services and products ~~listed~~that ~~without~~we ~~obtaining~~provide ~~such~~and ~~license~~could materially and adversely affect the results of operations.

●In addition, ~~Good~~we ~~Manufacturing~~are ~~Practice~~subject ~~(“GMP”)~~to ~~Certificate.~~a Avariety ~~pharmaceutical manufacturer must meet the Good Manufacturing Practice standards for each~~ of ~~its~~licenses ~~production facilities in China in respect of each form of pharmaceutical product it produces. GMP standards include staff qualifications, production premises~~ and ~~facilities~~permits, ~~equipment,~~laws ~~raw materials, environmental hygiene, production management, quality control~~ and ~~customer~~regulations ~~complaint~~in ~~administration. If a manufacturer meets~~ the ~~GMP~~People’s ~~standards,~~Republic ~~the~~of ~~CFDA~~China ~~will issue~~ related to ~~the~~our ~~manufacturer a GMP certificate with a five-year validity period~~operations.

● ~~Secrecy~~Safety ~~Qualification~~Production License, according to ~~Circular~~Regulation 8on ~~issued~~Work bySafety Permits (2014), the ~~National~~state ~~Defense~~applies ~~Science~~a ~~and~~work ~~Technology~~safety ~~Bureau~~licensing ofsystem ~~PRC,~~to ~~entities~~enterprises engaged in ~~the~~mining, ~~research~~construction, and the production of ~~classified~~dangerous ~~weapons~~chemicals, ~~and~~fireworks ~~equipment are required to implement a confidentiality qualification examination~~ and ~~certification~~crackers, ~~system~~ and ~~obtain~~civil ~~the corresponding Secrecy Qualification~~explosives.

● ~~Pursuant~~Hazardous toChemicals ~~the~~Business ~~Product Quality Law of China promulgated by the National People’s Congress Standing Committee in 1993 and amended in 2018~~License, aaccording ~~seller must establish and practice a check-for-acceptance system for replenishment of such seller’s inventory, and examine the quality certificates and other marks and must also adopt measures~~ to ~~keep~~Measures ~~the products~~ for ~~sale in good quality. Pursuant to~~ the ~~Product~~Administration ~~Quality Law~~ of ~~China,~~Dangerous ~~where~~Chemicals aBusiness ~~defective~~License ~~product~~(2012), ~~causes~~the ~~physical~~state ~~injury~~implements to a ~~person~~licensing orsystem ~~damage to such person’s property, the victim may claim~~ for ~~damages against~~ the ~~manufacturer~~operation ~~or the seller~~ of ~~the~~hazardous ~~product~~chemicals. IfEnterprises ~~the~~which ~~seller~~operate ~~pays~~dangerous ~~the~~chemical ~~damages~~shall ~~and~~obtain ~~it is the manufacturer that should bear the liability, the seller has~~ a ~~right~~hazardous ofchemicals ~~recourse~~business ~~against the manufacturer~~license. ~~Similarly,~~It ~~if the manufacturer pays damages and it~~ is ~~the~~prohibited ~~seller~~to ~~that~~operate ~~should~~hazardous ~~bear~~chemicals ~~the~~without ~~liability,~~obtaining ~~the~~such ~~manufacturer has a right of recourse against the seller. Violations of the Product Quality Law of China could result in various penalties, including the imposition of fines, suspension of~~ business ~~operations, revocation of business licenses and criminal liabilities~~license.

● ~~Pursuant~~Industrial toProduct ~~the~~Production ~~Tort Liability Law of China~~License, ~~which~~according ~~was~~to ~~promulgated~~Regulation byof the ~~National~~ People’s ~~Congress~~Republic ~~Standing~~of ~~Committee~~China on ~~December~~the ~~30,~~Production ~~2009~~License ~~and~~of ~~became~~Industrial ~~effective~~Products ~~on July 1~~(2005), ~~2010,~~the ~~producers~~State ~~are~~implements ~~liable~~a ~~for~~production ~~damages~~license ~~caused~~system ~~by defects in their products and sellers are liable~~ for ~~damages~~enterprises ~~attributable~~that toproduce ~~their fault. If~~ the ~~defects~~industrial ~~are~~products ~~caused~~that byaffect ~~the~~production ~~fault~~safety ofand ~~third~~public ~~parties~~safety such as ~~the~~hazardous ~~transporter or storekeeper, producers and sellers have the right to claim for compensation from these third parties after paying the damages~~chemicals. ~~The~~It ~~producers~~is ~~and~~prohibited ~~sellers are obligated~~ to ~~take~~produce ~~remedial measures~~ such ~~as issuing warnings or recalling the~~ products inlisted awithout ~~timely~~obtaining ~~manner~~such ~~if defects are found in products that are in circulation~~license. ~~If a party knowingly manufactured and sold defective products that cause death or severe personal injuries, the injured person has the right to claim punitive damages.~~

48● Good Manufacturing Practice (“GMP”) Certificate. A pharmaceutical manufacturer must meet the Good Manufacturing Practice standards for each of its production facilities in China in respect of each form of pharmaceutical product it produces. GMP standards include staff qualifications, production premises and facilities, equipment, raw materials, environmental hygiene, production management, quality control and customer complaint administration. If a manufacturer meets the GMP standards, the CFDA will issue to the manufacturer a GMP certificate with a five-year validity period.

~~Results~~● Secrecy Qualification, according to Circular 8 issued by the National Defense Science and Technology Bureau of ~~Operations~~PRC, entities engaged in the research and production of classified weapons and equipment are required to implement a confidentiality qualification examination and certification system and obtain the corresponding Secrecy Qualification.

~~The~~● ~~following~~Pursuant ~~discussion~~to ~~should~~the beProduct ~~read~~ Quality Law of China promulgated by the National People’s Congress Standing Committee in ~~conjunction~~1993 ~~with~~and amended in 2018, a seller must establish and practice a check-for-acceptance system for replenishment of such seller’s inventory, and examine the ~~unaudited~~quality ~~condensed~~certificates ~~consolidated~~and ~~financial~~other ~~statement~~marks and must also adopt measures to keep the products for sale in good quality. Pursuant to the Product Quality Law of China, where a defective product causes physical injury to a person or damage to such person’s property, the ~~Company~~victim may claim for damages against the ~~three~~manufacturer or the seller of the product. If the seller pays the damages and ~~six~~it ~~months~~is ~~ended January~~the 31manufacturer that should bear the liability, ~~2020~~the ~~and~~seller ~~2019~~has a right of recourse against the manufacturer. Similarly, if the manufacturer pays damages and ~~related~~it ~~notes~~is ~~thereto~~the seller that should bear the liability, the manufacturer has a right of recourse against the seller. Violations of the Product Quality Law of China could result in various penalties, including the imposition of fines, suspension of business operations, revocation of business licenses and criminal liabilities.

~~The~~● ~~Three~~Pursuant ~~Months~~to ~~Ended~~the ~~January~~Tort 31Liability Law of China, ~~2020~~ ~~Compared~~which was promulgated by the National People’s Congress Standing Committee on December 30, 2009 and became effective on July 1, 2010, producers are liable for damages caused by defects in their products and sellers are liable for damages attributable to their fault. If the ~~Three~~defects ~~Months~~are ~~Ended~~caused ~~January~~by 31the fault of third parties such as the transporter or storekeeper, ~~2019~~producers and sellers have the right to claim for compensation from these third parties after paying the damages. The producers and sellers are obligated to take remedial measures such as issuing warnings or recalling the products in a timely manner if defects are found in products that are in circulation. If a party knowingly manufactured and sold defective products that cause death or severe personal injuries, the injured person has the right to claim punitive damages.

	For the Three Months Ended January 31, 2020			For the Three Months Ended January 31, 2019			Change			Change (%)
Revenue	$	2,971,667		$	21,412,050		$	(18,440,383	)		(86.1	)%
Cost of revenue		2,245,313			16,035,930			(13,790,617	)		(86.0	)%
Gross profit		726,354			5,376,120			(4,649,766	)		(86.5	)%
Operating expenses		8,578,283			2,846,330			5,731,953			201.4	%
(Loss) income from operations		(7,851,929	)		2,529,790			(10,381,719	)		(410.4	)%
Other expenses, net		(119,356	)		(111,458	)		(7,898	)		7.1	%
(Loss) income before income taxes		(7,971,285	)		2,418,332			(10,389,617	)		(429.6	)%
Income tax benefit (expense)		262,678			(959,092	)		1,221,770			(127.4	)%
(Loss) income from continuing operations		(7,708,607	)		1,459,240			(9,167,847	)		(628.3	)%
(Loss) income from discontinued operations, net of applicable income taxes		(343,713	)		270,804			(614,517	)		(226.9	)%
Loss on sale of discontinued operations, net of applicable income taxes		(454,067	)		-			(454,067	)		(100.0	)%
Net (loss) income		(8,506,387	)		1,730,044			(10,236,431	)		(591.7	)%
Less: Net (loss) income attributable to non-controlling interest from continuing operations		(972,049	)		85,464			(1,057,513	)		(1,237.4	)%
Less: Net (loss) income attributable to non-controlling interests from discontinued operations		(34,372	)		27,081			(61,453	)		(226.9	)%
Net (loss) income attributable to common stockholders	$	(7,499,966	)	$	1,617,499		$	(9,117,465	)		(563.7	)%
Net (loss) income per share attributable to common stockholders
Basic and diluted (loss) earnings per share – Continuing operations	$	(0.01	)	$	0.00		$	(0.01	)		(100.0	)%
Basic and diluted (loss) earnings per share – Discontinued operations	$	(0.00	)	$	0.00		$	0.00			-	%

~~Continuing~~Results of Operations

~~Revenue~~The following discussion should be read in conjunction with the unaudited condensed consolidated financial statement of the Company for the three and nine months ended April 30, 2020 and 2019 and related notes thereto.

~~Our revenue was derived~~The ~~from~~Three ~~the~~Months ~~sales~~Ended ofApril ~~PV panels and others~~30, ~~heat~~2020 ~~pump~~Compared ~~products,~~to ~~high-grade synthetic fuel products, hydraulic parts and electronic components for~~ the ~~three~~Three ~~months~~Months ~~ended~~Ended ~~January~~April 3130, ~~2020.~~2019

	For the Three Months Ended April 30, 2020			For the Three Months Ended April 30, 2019			Change			Change (%)

Revenue	$	230,459		$	1,275,268		$	(1,044,809	)		(81.9	)%
Cost of revenue		3,362,283			1,157,883			2,204,400			190.4	%
Gross (loss) profit		(3,131,824	)		117,385			(3,249,209	)		(2,768.0	)%
Operating expenses		527,539			919,919			(392,380	)		(42.7	)%
Loss from operations		(3,659,363	)		(802,534	)		2,856,829			356.0	%
Other expenses, net		(71,535	)		(563,359	)		(491,824	)		(87.3	)%
Loss before income taxes		(3,730,898	)		(1,365,893	)		2,365,005			173.1	%
Income tax benefit		16,482			36,060			(19,578	)		(54.3	)%
Loss from continuing operations		(3,714,416	)		(1,329,833	)		2,384,583			179.3	%
Income from discontinued operations, net of applicable income taxes		58,454			1,479,358			(1,420,904	)		(96.0	)%
Net (loss) income		(3,655,962	)		149,525			(3,805,487	)		(2,545.1	)%
Less: Net loss attributable to non-controlling interest from continuing operations		(162,315	)		(18,384	)		143,931			782.9	%
Less: Net income attributable to non-controlling interests from discontinued operations		-			76,121			(76,121	)		(100.0	)%
Net (loss) income attributable to common stockholders	$	(3,493,647	)	$	91,788		$	(3,585,435	)		(3,906.2	)%
Net (loss) income per share attributable to common stockholders
Basic and diluted loss per share – Continuing operations	$	(0.01	)	$	(0.00	)	$	0.01			100.0	%
Basic and diluted earnings per share – Discontinued operations	$	0.00		$	0.00		$	0.00			0.0	%

Total revenues decreased by $18,440,383 or 86.1%, to $2,971,667 for the three months ended January 31, 2020 as compared to $21,412,050 for the same period in 2019. The overall decrease was primarily attributable to the decrease of revenue generated from sales of PV panels and other products, heat pumps, and high-grade synthetic fuel products. See the table below for a detailed analysis of the decrease in our revenue.55

~~Our revenue from our~~Continuing ~~revenue categories is summarized as follows:~~Operations

	For the Three Months Ended January 31, 2020		For the Three Months Ended January 31, 2019		Change			Change (%)
Revenue
PV panels and others		143,496		11,311,832		(11,168,336	)		(98.7	)%
Air compression equipment and other components		-		389,477		(389,477	)		(100.0	)%
Heat pumps		1,016,082		3,338,872		(2,322,790	)		(69.6	)%
High-grade synthetic fuel		73,798		4,183,310		(4,109,512	)		(98.2	)%
Hydraulic parts and electronic components		1,738,291		2,188,559		(450,268	)		(20.6	)%
Total revenue	$	2,971,667	$	21,412,050	$	(18,440,383	)		(86.1	)%

Revenue

~~Sales of PV panels and~~Our ~~others~~revenue ~~decreased~~was byderived ~~$11,168,336 or 98.7%~~ from ~~$11,311,832 for~~ the ~~three months ended January 31, 2019 to $143,496 for the same period in 2020. The decrease in~~ sales of PVheat ~~panels~~pump ~~and~~products ~~others~~for was primarily due to significant decrease in sales from Xiangtian Zhongdian. We are currently operating under certain disagreements with our non-controlling shareholder in Xiangtian Zhongdian, which lead to Xiangtian Zhongdian to put the ~~PV panels sales orders on hold. As a result, our sales of PV panels decreased during the~~ three months ended ~~January~~April 3130, 2020 ~~as compared to the same period in 2019~~. Currently, our disagreements with the non-controlling shareholder in Xiangtian Zhongdian still has not been resolved. Management is in the negotiation process with the non-controlling shareholder of Xiangtian Zhongdian about acquiring the remaining 30% ownership interest. Our PV panel operations are expected to resume back to the normal level once this issue is resolved. However, sales from PV panels are expected to decrease as compared to the prior period due to the non-controlling shareholder in Xiangtian Zhongdian having retained their marketing team and will be leaving Xiangtian Zhongdian. We will start developing our own PV panels market with our internal marketing sources.

~~Sales of air compression~~Total ~~equipment~~revenues ~~and other components~~ decreased by $~~389~~1,~~477~~044,809 or ~~100~~81.09%, ~~and~~to ~~the sales of heat pumps decreased by~~ $2230,~~322,790~~459 ~~or 69.6%~~ for the three months ended ~~January~~April 3130, 2020 as compared to $1,275,268 for the same period in 2019. The overall decrease was primarily attributable to ~~significant~~the decrease in ~~sales~~of ~~orders~~revenue asgenerated wefrom ~~lost~~sales ~~some~~of ~~large~~PV panels ~~air~~and ~~compression~~other ~~equipment~~products and heat pump ~~customers during the three months ended January 31, 2020 as compared to the same period in 2019 which resulted in lesser sales orders in the current period~~products. ~~Our~~See ~~sales from air compression equipment and heat pumps are expected to be decreased as compared to~~ the ~~prior~~table ~~period~~below ~~going~~for ~~forward as we recently did not put~~ a ~~lot~~detailed ofanalysis ~~research and development activities to keep up with the latest technology~~ of the ~~air compression and heat pumps products. We anticipate a~~ decrease in ~~future sales of heat pumps and air compression, and as a result~~ our ~~competitors will, in all likelihood gain a greater market share in this industry~~revenue.

~~Sales~~Our ofrevenue ~~high-grade synthetic fuel decreased by $4,109,512 or 98.2% for the three months ended January 31, 2020 as compared to the same period in 2019 mainly due to significant decrease in sales~~ from ~~Jingshan Sanhe. Jingshan Sanhe has expanded its production facilities for the anticipation of the sales orders that we have received of~~ our ~~high-grade~~revenue ~~synthetic~~categories fuel products. During the three months ended January 31, 2020, we were pending final completion and inspection approval of our production facilities expansion in April 2020, which prevented Jingshan Sanhe’s ability to manufacture our high-grade synthetic fuel products during the period. As a result, we took longer time to complete and test our production facilities in order for us to produce a high quality of our products. With the COVID-19 production plant closure in February and March 2020 in the Hubei province, our sales of high-grade synthetic fuel is ~~expected~~summarized to resume back to the normal level upon resuming our production which we will resume operations in June 2020. On April 14, 2020, the Board discussed a plan to pursue the potential sale of all its ownership interest in Jingshan Sanhe due to the coronavirus outbreak might affect the Company’s future business operations and desired to scale back our variety of businesses. Therefore the result of operations will be presented as discontinued operations for Jingshan Sanhe as of April 30, 2020 and for the three and nine months ended April 30, 2020 unaudited condensed consolidated financial statements and thereafter until the business will be disposed.follows:

Sales of hydraulic parts and electronic components decreased by $450,268 or 20.6% for the three months ended January 31, 2020 as compared to the same period in 2019 due to less governmental contracts. October 1, 2019 is the 70th National Day of PRC, of which the Chinese government had more products demands in the three months ended January 31, 2019 for the anticipating of the 70th National Day of PRC ceremony as compared to the same period of 2020 because the Chinese military force weapons includes our hydraulic parts and electronic components as their raw materials. We are expecting our revenue generated by hydraulic parts and electronic components business from Jinli will decrease because we believe the demand of our products from the Chinese military may decrease as the uncertainty surrounding the coronavirus outbreak, which the Chinese government might need to provide more funding to other industry needs the funding the most. On April 14, 2020, the Board discussed a plan to pursue the potential sale of all its ownership interest in Jinli due to the anticipation that the coronavirus outbreak might affect the Company’s future business operations and desired to scale back our variety of businesses. Therefore the result of operations will be presented as discontinued operations for Jinli as of April 30, 2020 and for the three and nine months ended April 30, 2020 unaudited condensed consolidated financial statements and thereafter until the business will be disposed.

	For the Three Months Ended April 30, 2020		For the Three Months Ended April 30, 2019		Change			Change (%)

Revenue
PV panels and others		-		849,720		(849,720	)		(100.0	)%
Heat pumps		230,459		417,146		(186,687	)		(44.8	)%
High-grade synthetic fuel		-		8,402		(8,402	)		(100.0	)%
Total revenue	$	230,459	$	1,275,268	$	(1,044,809	)		(81.9	)%

50Sales of PV panels and others products were $849,720 during the three months ended April 30, 2019, but we did not sell any PV panels and others products during the same period in 2020. The decrease in sales of PV panels and others due to the fact that we did not generate any sales from our PV panels business in Xiangtian Zhongdian. We were operating under certain disagreements with our non-controlling shareholder in Xiangtian Zhongdian, which led to Xiangtian Zhongdian to put the PV panels sales orders on hold. As a result, we did not sell any PV panels and others products during the three months ended April 30, 2020. In May, 2020, we acquired the remaining 30% ownership held by Nanjing Zhongdian Photovoltaic Co. Ltd. in Xiangtian Zhongdian and Xiangtian Zhongdian became our wholly owned subsidiary. However, our sales from PV panels are expected to decrease as compared to the prior period due to the non-controlling shareholder in Xiangtian Zhongdian having retained their marketing team and left Xiangtian Zhongdian. We will start developing our own PV panels market with our internal marketing sources. Our PV panels operations is expected to resume back to the normal level once we developed our own PV panels market.

~~Cost~~Sales of heat pumps decreased by $186,687 or 44.8% for the three months ended April 30, 2020 as compared to the same period in 2019. The decrease was attributable to the temporary closure of ~~Revenue~~our and our customers’ operations under the influence of COVID-19 during the three months ended April 30, 2020 which resulted in much lesser sales orders in the current period as compared to the same period in 2019. The decrease was also due to the decrease of selling prices. There were more competitions in the market while we recently did not put a lot of research and development activities to keep up with the latest technology of our heat pumps product to stay competitive, for which we need to lower our selling price to stay competitive.

~~Total~~Sales of ~~cost~~high-grade ofsynthetic ~~revenue~~ fuel decreased by $138,~~790,617,~~402 or 86100.0%, ~~to $2,245,313~~ for the three months ended ~~January~~April 3130, ~~2020~~2019, asand ~~compared~~we todid ~~$16,035,930~~not ~~for~~sell ~~the~~any ~~same~~high-grade ~~period~~synthetic infuel products during the three months ended April 30, 2019. ~~The~~mainly due to significant decrease in ~~cost~~sales from Sanhe Xiangtian. Prior to the establishment of ~~revenue~~Jingshan isSanhe, inwe ~~line~~sold ~~with~~our ~~the~~high-grade ~~decrease~~synthetic fuel products in ~~revenue~~Sanhe Xiangtian. We ~~except~~expected ~~the~~there ~~cost~~will ofbe ~~revenue~~no sales of ~~Hydraulic~~high-grade synthetic fuel products as our continuing operation because we are no longer ~~parts~~expected ~~and~~to ~~electronic~~sell ~~components~~high-grade synthetic fuel products in Sanhe Xiangtian going forward.

~~Our cost of revenue from our revenue categories is summarized as follows:~~56

	For the Three Months Ended January 31, 2020		For the Three Months Ended January 31, 2019		Change			Change (%)
Cost of revenue
PV panels and others		344,909		10,157,514		(9,812,605	)		(96.6	)%
Air compression equipment and other components		-		186,182		(186,182	)		(100.0	)%
Heat pumps		879,396		2,815,295		(1,935,899	)		(68.8	)%
High-grade synthetic fuel		121,460		2,185,989		(2,064,529	)		(94.4	)%
Hydraulic parts and electronic components		899,548		690,950		208,598			30.2	%
Total cost of revenue	$	2,245,313	$	16,035,930	$	(13,790,617	)		(86.0	)%

Cost of Revenue

~~Cost~~Total ofcost ~~revenue~~ of ~~hydraulic~~revenue ~~parts and electronic components~~ increased by $~~208~~2,~~598~~204,400, or 30190.24%, to $3,362,283 for the three months ended ~~January~~April 3130, 2020 as compared to ~~the~~$1,157,883 ~~same~~for the same period in 2019. ~~mainly~~The ~~due to the~~ increase ofin ~~the~~ cost ~~per unit~~ of ~~our~~revenue ~~hydraulic~~was ~~parts~~mainly asdue ~~we need~~ to ~~hire~~the anprovision ~~outsourcing~~of ~~vendor to~~inventories ~~work~~allowance onfor ~~the~~aged ~~specific~~inventories of ~~needs~~PV ofpanels ~~the~~and ~~hydraulic~~heat ~~parts~~pumps.

~~Gross~~Our cost ~~Profit~~of revenue from our revenue categories is summarized as follows:

Our gross profit from our major revenue categories is summarized as follows:

	For the Three Months Ended April 30, 2020		For the Three Months Ended April 30, 2019		Change			Change (%)

Cost of revenue
PV panels and others		444,883		781,943		(337,060	)		(43.1	)%
Heat pumps		2,917,400		373,066		2,544,334			682.0	%
High-grade synthetic fuel		-		2,874		(2,874	)		(100.0	)%
Total cost of revenue	$	3,362,283	$	1,157,883	$	2,204,400			190.4	%

	For the Three Months Ended January 31, 2020			For the Three Months Ended January 31, 2019			Change			Change (%)
PV panels and others
Gross (loss) profit margin	$	(201,413	)	$	1,154,318		$	(1,355,731	)		(117.4	)%
Gross profit percentage		(140.4	)%		10.2	%		(150.6	)%
Air compression equipment and other components
Gross profit margin	$	-		$	203,295		$	(203,295	)		(100.0	)%
Gross profit percentage		-	%		52.2	%		(52.2	)%
Heat pumps
Gross profit margin	$	136,686		$	523,577		$	(386,891	)		(73.9	)%
Gross profit percentage		13.5	%		15.7	%		(2.2	)%
High-grade synthetic fuel
Gross (loss) profit margin	$	(47,662	)	$	1,997,321		$	(2,044,983	)		(102.4	)%
Gross profit percentage		(64.6	)%		47.7	%		(112.3	)%
Hydraulic parts and electronic components
Gross profit margin	$	838,743		$	1,497,609		$	(658,866	)		(44.0	)%
Gross profit percentage		48.3	%		68.4	%		(20.1	)%
Total
Gross profit margin	$	726,354		$	5,376,120		$	(4,649,766	)		(86.5	)%
Gross profit percentage		24.4	%		25.1	%		(0.7	)%

Cost of revenue of PV panels and others decreased by $337,060 or 43.1% for the three months ended April 30, 2020 as compared to the same period in 2019 mainly due to no sales of our PV panels for the period and offset by the increase of provision allowance for aged inventories due to slow moving of our inventories and lack of sales.

51Cost of revenue of heat pumps increased by $2,544,334 or 682.0% for the three months ended April 30, 2020 as compared to the same period in 2019 mainly due to the increase of the cost per unit of our heat pump parts and the allowance for aged inventories due to slow moving of our inventories and lack of sales.

~~Our gross profit decreased~~Gross by $4,649,766, or 86.5%, to $726,354 during the three months ended January 31, 2020 from $5,376,120 for the same period in 2019. The decrease in gross profit was primarily due to the significant decrease in revenues from sales of PV panels and other products, high-grade synthetic fuel products and hydraulic parts and electronic components.Profit

~~For the three months~~Our ~~ended January 31, 2020 and 2019, our overall~~ gross profit ~~percentage~~from ~~was~~our ~~24.4%~~major ~~and~~revenue ~~25.1%,~~categories ~~respectively.~~is ~~The~~summarized ~~decrease of 0.7% was primarily due to the increase in cost of revenue~~ as ~~we provided allowance for aging inventories and the increase of cost of revenue of our hydraulic parts and electronic components products.~~follows:

Gross (loss) profit percentage for PV panels and others revenue was (140.4%) and 10.2% for the three months ended January 31, 2020 and 2019, respectively. The decrease of gross profit percentage was due to the increase in cost of revenue as we provided allowance for aging inventories due to slow moving of our inventories and lack of sales as discussed above.

	For the Three Months Ended April 30, 2020			For the Three Months Ended April 30, 2019			Change			Change (%)

PV panels and others
Gross profit margin	$	(444,883	)	$	67,777		$	(512,660	)		(756.4	)%
Gross profit percentage		(100.0	)%		8.0	%		(108.0	)%

Heat pumps
Gross (loss) profit margin	$	(2,686,941	)	$	44,080		$	(2,731,021	)		(6,195.6	)%
Gross profit percentage		(1,165.9	)%		10.6	%		(1,176.5	)%

High-grade synthetic fuel
Gross (loss) profit margin	$	-		$	5,528			(5,528	)		(100.0	)%
Gross profit percentage		-	%		65.8	%		(65.8	)%

Total
Gross (loss) profit margin	$	(3,131,824	)	$	117,385		$	(3,249,209	)		(2,768.0	)%
Gross profit percentage		(1,359.0	)%		9.2	%		(1,368.2	)%

~~Gross~~Our gross profit ~~percentage~~(loss) ~~for~~decreased ~~air~~by ~~compression~~$3,249,209, ~~equipment~~or ~~and other components revenue was 52.~~2,768.0%, ~~for~~to $(3,131,824) during the three months ended ~~January~~April 3130, ~~2019.~~2020 Wefrom ~~did~~$117,385 ~~not~~for ~~sell~~the same period ~~any~~in ~~air~~2019. ~~compression~~The ~~equipment~~decrease ~~and~~in ~~other~~gross ~~components~~profit ~~during~~was primarily due to the ~~three~~significant ~~months~~increase ~~ended~~in ~~January~~cost ~~31,~~of ~~2020~~revenue as we provided allowance for aged inventories which attributed to gross loss.

~~Gross~~For ~~profit~~the ~~percentage~~three months ~~for~~ended ~~heat~~April ~~pumps~~30, ~~revenue~~2020 ~~was 13.5%~~ and ~~15.7%~~2019, ~~for~~our ~~the~~overall ~~three~~gross ~~months~~(loss) ~~ended~~profit ~~January~~percentage 31was (1,359.0%) ~~2020~~ and ~~2019~~9.2%, respectively. The ~~slight~~ decrease of is1,368.2% ~~mainly~~was primarily due to the ~~decrease~~increase ~~of selling prices. There more competitions~~ in ~~the~~cost ~~market~~of ~~while~~revenue as we ~~recently~~provided ~~did~~more ~~not~~allowance ~~put~~for aaging ~~lot~~inventories ofdue ~~research and development activities~~ to ~~keep~~slow ~~up with the latest technology~~ moving of our ~~heat~~inventories ~~pumps~~and ~~product~~the toincrease ~~stay~~of ~~competitive,~~cost ~~for~~of ~~which~~revenue weof ~~need to lower~~ our ~~selling~~heat ~~price~~pump tocomponents ~~stay in competitiveness~~products. .

Gross (loss) profit percentage for ~~high-grade~~our ~~synthetic~~PV ~~fuel~~panels and others revenue was (64100.6%0)% and 478.70% for the three months ended ~~January~~April 3130, 2020 and 2019, respectively. ~~The~~We ~~decrease~~did innot ~~gross~~sell ~~profit~~any ~~percentage~~PV ~~was~~panels ~~primarily~~and ~~due~~others toproducts ~~higher cost in manufacturing our newly developed engine cleaner, Xiangtian No. 5,~~ during the ~~testing phase in the~~ three months ended ~~January~~April 3130, 2020 ~~while~~and weprovided ~~were~~more ~~pending~~allowance ~~final completion and inspection~~for ~~approval~~aging ofinventories ~~our~~due ~~production~~to ~~facilities~~slow ~~expansion~~moving inof ~~January~~our ~~2020,~~inventories ~~for~~ which weresulted ~~sold~~to ~~our Xiangtian No. 5 samples. In~~ the ~~three~~decrease ~~months ended~~of ~~January~~gross ~~31,~~profit ~~2019, we sold our Green Energy No~~percentage. ~~1 products under normal capacity situation.~~

Gross profit percentage for hydraulic parts and electronic components revenue was 48.3% and 68.4% for the three months ended January 31, 2020 and 2019, respectively. The decrease in gross profit percentage was due to increase of cost of revenue as the increase of the unit price of our hydraulic parts as we need to hire an outsourcing vendor to work on the specific needs of the hydraulic parts during the three months ended January 31, 2020.57

52Gross (loss) profit percentage for heat pumps revenue was (1,165.9%) and 10.6% for the three months ended April 30, 2020 and 2019, respectively. The decrease was mainly due to we provided significant allowance for aged inventories due to slow moving of our inventories and lack of sales as discussed above. In addition, the decrease of gross profit percentage also due to the decrease of selling prices. There were more competitions in the market while we recently did not put a lot of research and development activities to keep up with the latest technology of our heat pumps product to stay competitive, for which we need to lower our selling price to stay competitive.

~~Operating~~Gross profit ~~Expenses~~percentage for our high-grade synthetic fuel revenue was 65.8% for the three months ended April 30, 2019. We did not sold any high-grade synthetic fuel products during the three months ended April 30, 2020.

~~Total operating expenses~~Operating increased by $5,731,953 or 201.4% from $2,846,330 during the three months ended January 31, 2019 to $8,578,283 during the same period in 2020. The increase in operating expenses was mainly attributable to (i) the increase in general and administrative expenses of $532,144, (ii) the increase in research and development expenses of $345,612 and (iii) the increase in impairment of advances to suppliers of 538,809 and (vi) the increase in impairment loss of long-lived assets of $4,999,504. This increase was offset by (i) the decrease in selling expenses of $35,178 and (ii) the increase in recovery for doubtful accounts of $493,194 as we have collected some aged receivables.Expenses

~~The~~Total ~~decrease~~operating ~~in selling~~ expenses decreased ofby ~~approximately~~ $35392,~~000~~380 ~~was~~or ~~mainly~~42.7% ~~attributable~~from to$919,919 during the ~~decrease~~three inmonths ~~marketing~~ended ~~expenses~~April of30, ~~approximately~~2019 to $~~321~~527,~~000~~539 toduring ~~our~~the same period in ~~sales~~2020. ~~representatives~~The asdecrease wein ~~determined~~operating ~~adding~~expenses ~~sales~~was ~~representatives~~mainly isattributable ~~not~~to an(i) ~~effective~~the ~~way~~decrease toin ~~promote~~selling ~~our~~expenses ~~products~~of $89,410 and ~~started~~(ii) the todecrease ~~minimizing~~in ~~our~~general ~~marketing~~and administrative expenses of $481,573. ~~The~~This decrease was offset by (i) the ~~increase~~decrease in ~~shipping~~recovery ~~expenses~~for doubtful accounts of ~~approximately~~$1,421 and (ii) the change in estimated contingent liabilities of $~~280~~177,~~000~~182 as we ~~need~~incurred toa ~~take~~gain ~~care~~of contingent estimated payment during the ~~shipping~~three ~~cost~~months ofended ~~our~~April ~~hydraulic~~30, ~~parts~~2019 ~~from~~and ~~outsourcing~~we ~~vendor~~did tonot ~~our~~have ~~customers~~such contingent payment during the three months ended April 30, 2020.

The decrease ~~increase~~ in ~~general and~~selling ~~administrative~~ expenses of approximately $~~532~~89,000 was mainly attributable to ~~(i)~~ the ~~increase~~decrease in salaries, social insurance ~~expenses,~~ and commission ~~benefits~~ expenses of approximately $~~245~~63,000 ~~mainly due~~ to ~~the~~our ~~allocation~~sales of the production line personnel salary and their related social insurance and benefit into general and administrative expense as we have limited or no production in Xiangtian Zhongdian and Jingshan Sanherepresentatives, ~~and (ii)~~ the ~~increase~~decrease in ~~rent,~~shipping ~~utilities and property management~~ expenses of approximately $~~413~~16,000 ~~mainly~~ ~~due~~resulted tofrom ~~the~~decreased ~~allocation of our leased factories and equipment and related cost into general and administrative expense as we have limited or no production~~ in ~~Xiangtian Zhongdian and Jingshan Sanhe~~sales, and ~~(iii)~~ the ~~increase~~decrease in ~~other~~travel ~~general and administrative~~ expenses ~~including office expenses, meals and entertainment, training and other service expenses~~ of approximately $~~247~~5,000 asdue we were more focusing on training our employees while having limited or no production in Xiangtian Zhongdian and Jingshan Sanhe. This increase was offset by approximately $307,000 decrease in professional fees including legal fees, audit fees and consulting fees, as we incurred significant professional fees in relation to ~~the acquisition of Rongentang as well as incurring more up~~COVID-~~listing cost~~19 ~~during~~travel ~~the three months ended January 31, 2019 and we did not incur such professional fees in the same period in 2020 as we currently put our up-listing plan on hold~~restriction. ~~The increase was also offset by approximately $91,000 decrease in insurance expenses.~~

The ~~increase~~decrease ofin ~~R&D~~general and administrative expenses of approximately $~~346~~482,000 was mainly attributable to (i) the decrease in salaries, social insurance expenses, and benefits expenses of approximately $109,000 mainly due to the COVID-19 restriction as our ~~research~~operations and ~~development~~offices were ~~costs~~closed ~~incurred~~with limited operations during the quarter ended April 30, 2020, (ii) the decrease in depreciation and amortization expenses of approximately $111,000 due to the impairment of long-lived assets adjustments that we provided in prior quarters, which we resulted in lesser depreciation and amortization expenses as there were no depreciation and amortization expenses on the ~~improving~~impaired assets in the current quarter, (iii) the decrease in other general and administrative expenses including office expenses, supplies and travel and transportation expenses of approximately $83,000 due to the COVID-19 restriction as our ~~hydraulic~~operations ~~parts~~and offices were closed with limited operations during the quarter ended April 30, 2020, and ~~electronic~~(iv) ~~components~~approximately ~~products~~$326,000 decrease in professional fees including legal fees, audit fees and consulting fees, as we incurred significant professional fees in relation to the acquisition of Rongentang as well as ~~researching~~incurring more up-listing cost during the three months ended April 30, 2019 and ~~developing~~we did ~~new~~not ~~high~~incur such professional fees in the same period in 2020 as we currently put our up-~~grade~~listing ~~synthetic~~plan ~~fuel~~on ~~products~~hold. The decrease was offset by the increase in rent, utilities and property management expenses of approximately $148,000 mainly due to the allocation of our leased factories and related cost into general and administrative expense as we have no production in Xiangtian Zhongdian.

~~The increase of impairment~~Other ofIncome ~~advances to suppliers of approximately $539~~(Expenses),~~000~~ ~~was mainly due to Xiangtian Zhongdian lacked of productions, we provided impairments on advances to suppliers.~~Net

~~The~~Total ~~increase~~other ofexpenses ~~impairment~~decreased ~~loss~~by of$491,824 ~~long-lived~~or ~~assets~~87.3% offrom $563,359 during the three months ended April 30, 2019 to $71,535 during the same period in 2020. The decrease in total other expenses was mainly attributable to the decrease in other expense as we only incurred approximately $580,000 court fees from our prior legal cases during the three months ended April 30,~~000~~ 2020. This decrease in other expense was ~~mainly~~also due to ~~Sanhe~~approximately ~~Xiangtian~~$393,000 ~~and~~of ~~Xiangtian~~one-time ~~Zhongdian~~finance ~~lacked~~expenses ofincurred ~~productions~~in the three months ended April 30, 2019 resulted from the early weacquisition ~~provided~~payment ~~impairments~~of onHubei ~~production~~Jinli ~~equipment~~prior to the original due date and ~~relevant~~approximately ~~patents~~$132,000 decrease in interest expense as we did not obtained any new related party loan during the three months ended April 30, 2020.

~~Other~~ Income Tax ~~(Expenses), Net~~Benefit

~~Total~~Our current ~~other~~income ~~expenses increased~~tax bybenefit was $716,~~898~~482 orand ~~7.1% from~~ $~~111~~36,~~458~~060 ~~during~~for the three months ended ~~January~~April 3130, ~~2019~~2020 toand ~~$119~~2019,~~356~~ ~~during the same period in 2020~~respectively. The ~~increase~~decrease of inincome ~~total~~tax ~~other~~benefit ~~expenses~~ was ~~mainly~~resulted ~~attributable~~from tolesser ~~the~~taxable ~~increase~~losses inresulted ~~other~~from ~~expense~~the asutilization weof ~~made~~prior ~~approximately~~periods ~~$285,000 donation~~net tooperating ~~the~~losses from ~~Red~~our ~~Cross~~VIEs ~~Society of Hubei province~~ and ~~Xianning~~controlled ~~City~~entities for ~~helping~~the ~~current~~three ~~COVID-19~~months ~~patients~~ended ~~and~~April ~~the~~30, ~~increase~~2020 ~~in other~~as ~~income~~compared ofto ~~approximately~~the ~~$176,000,~~same asperiod wein ~~received~~2019. ~~more~~We ~~government~~have also ~~grants~~provided ~~for~~100% ~~technological~~allowance ~~transformation.~~on ~~This~~net ~~increase~~operating ~~in other~~losses ~~expense~~for ~~was~~our ~~offset~~VIEs byand ~~approximately~~controlled ~~$196,000~~entities ~~decrease~~which inincurred ~~interest~~losses ~~expense~~that ashas weno ~~did~~prior periods ~~not~~of ~~obtained~~net ~~any~~operating ~~new~~losses ~~related~~for ~~party~~utilization ~~loan during~~in the three months ended ~~January~~April 3130, 2020 and 2019.

5358

~~Income~~Loss from ~~Tax~~Continuing ~~Benefit (Expense)~~Operations

Our ~~current~~net ~~income~~loss ~~tax~~from continuing ~~benefit~~operations ~~(expense)~~decreased ~~was~~by $~~262~~2,~~678 and $(959~~384,~~092) for the three months ended January 31~~583, ~~2020~~or ~~and 2019~~179.3%, ~~respectively. The increase of income tax benefit is due~~ to ~~the~~net ~~fact~~loss ~~that~~of we$3,714,416 ~~utilized the income tax benefit from our VIEs and controlled entities which we incurred losses in current period while incurring income tax expenses in prior periods~~ for the three months ended ~~January~~April 3130, 2020~~. We~~, ~~have~~from ~~also~~a ~~provided 100% allowance on~~ net ~~operating losses for our VIEs and controlled entities which incurred losses in the~~ ~~three~~loss ~~months~~of ~~ended January 31~~$1,329,833 ~~2020.~~for In the ~~three~~same ~~months~~period ~~ended~~in ~~January 31,~~ 2019,. ~~our~~Such ~~income~~change ~~tax expense~~ was ~~incurred~~the byresult ~~our~~of ~~profitable VIEs~~the ~~and~~combination ~~controlled~~of ~~entities~~the inchanges ~~both~~discussed ~~periods and we have provided 100% allowance on net operating losses for our VIEs and controlled entities which incurred losses~~above.

~~(Loss) Income from Continuing~~ Discontinued Operations

~~Our net loss from continuing~~Net ~~operations~~Income ~~increased by $9,167,847, or 628.3%, to net loss of $7,708,607 for the three months ended January 31, 2020,~~ from aDiscontinued ~~net income of $1,459,240 for the same period in 2019. Such change was the result of the combination of the changes discussed above.~~Operations

Our net income from discontinued operations decreased by $1,420,904, or 96.0%, to net income of $58,454 for the three months ended April 30, 2020, from a net income of $1,479,358 for the three months ended April 30, 2019. The decrease in income from discontinued operations was predominantly due to the COVID-19 restriction as our operations and offices were closed with limited operations during the quarter ended April 30, 2020 for Jingshan Sanhe and Hubei Jinli. In addition, we disposed Wine Co. and Herbal Wine Co. in January 2020 which also attributable to the decrease of income from discontinued operations. We were generating higher income from the Jingshan Sanhe, Hubei Jinli, Wine Co. and Herbal Wine Co. in the same period in 2019 as there were no COVID-19 restriction and Wine Co. and Herbal Wine Co. were part of our consolidated group. See Note 4 – Discontinued ~~Operations~~operations.

Net (Loss) ~~from Discontinued Operations~~Income

Our net loss ~~from discontinued operations~~ increased by $~~614~~3,~~517~~805,487, or ~~226~~2,545.91%, to net loss of $~~343~~3,~~713~~655,962 for the three months ended ~~January~~April 3130, 2020, from a net income of $~~270~~149,~~804~~525 for the three months ended ~~January~~April 3130, 2019. ~~The~~Such ~~increase~~change ~~in loss from discontinued operations~~ was ~~predominantly due to~~ the ~~expenses~~result ~~generated by Herbal Wine Co. and Wine Co. which considered as discontinued operations and loss on sale~~ of ~~discontinued operations as we entered into an equity transfer agreement with Kairui Tong and Hao Huang (~~the ~~“Buyers”)~~combination ~~on January 6, 2020, which we agreed to sell its 90% ownership in Wine Co. and Herbal Wine Co. to the Buyers for approximately $9.6 million (RMB 67.5 million),~~ of ~~which, 54% ownership are sold to Kairui Tong,~~ the ~~legal~~changes ~~representative~~discussed ~~and general manager of Wine Co~~above. and Herbal Wine Co, and 36% ownership are sold to Hao Huang, an unrelated third party. We were generating income from the Wine Co. and Herbal Wine Co. in the same period in 2019. See Note 4 – Discontinued operations.

~~Net~~The Nine ~~loss~~Months onEnded ~~sale~~April of30, ~~discontinued~~2020 ~~operations~~Compared to the Nine Months Ended April 30, 2019

Our net loss on sale of discontinued operations increased by $454,067, or 100.0%, to net loss of $454,067 for the three months ended January 31, 2020, from a net income of $0 for the three months ended January 31, 2019. The increase in loss on sale of discontinued operations was due to the sale of Wine Co. and Herbal Wine Co.

	For the Nine Months Ended April 30, 2020			For the Nine Months Ended April 30, 2019			Change			Change (%)

Revenue	$	3,156,482		$	32,001,667		$	(28,845,185	)		(90.1	)%
Cost of revenue		7,744,978			27,321,277			(19,576,299	)		(71.7	)%
Gross (loss) profit		(4,588,496	)		4,680,390			(9,268,886	)		(198.0	)%
Operating expenses		9,109,583			4,176,418			4,933,165			118.1	%
(Loss) income from operations		(13,698,079	)		503,972			(14,202,051	)		(2,818.0	)%
Other expenses, net		(192,358	)		(1,032,359	)		(840,001	)		(81.4	)%
Loss before income taxes		(13,890,437	)		(528,387	)		13,362,050			2,528.8	%
Income tax benefit (expense)		4,498			(473,471	)		(477,969	)		(101.0	)%
Loss from continuing operations		(13,885,939	)		(1,001,858	)		12,884,081			1,286.0	%
(Loss) income from discontinued operations, net of applicable income taxes		(1,950,581	)		4,459,636			(6,410,217	)		(143.7	)%
Loss on sale of discontinued operations, net of applicable income taxes		(454,067	)		-			(454,067	)		(100.0	)%
Net (loss) income		(16,290,587	)		3,457,778			(19,748,365	)		(571.1	)%
Less: Net (loss) income attributable to non-controlling interest from continuing operations		(1,377,393	)		269,522			(1,646,915	)		(611.1	)%
Less: Net (loss) income attributable to non-controlling interests from discontinued operations		(51,848	)		103,202			(155,050	)		(150.2	)%
Net (loss) income attributable to common stockholders	$	(14,861,346	)	$	3,085,054		$	(17,946,400	)		(581.7	)%
Net (loss) income per share attributable to common stockholders
Basic and diluted loss per share – Continuing operations	$	(0.02	)	$	(0.00	)	$	0.02			100.0	%
Basic and diluted (loss) earnings per share – Discontinued operations	$	(0.00	)	$	0.01		$	(0.01	)		(100.0	)%

~~Net (Loss) Income~~59

~~Our net loss increased~~Continuing by $10,236,431, or 591.7%, to net loss of $8,506,387 for the three months ended January 31, 2020 from a net income of $1,730,044 for the three months ended January 31, 2019. Such change was the result of the combination of the changes discussed above.Operations

54Revenue

~~The~~Our revenue ~~Six~~was ~~Months~~derived ~~Ended~~from ~~January~~the ~~31, 2020~~sales ~~Compared~~of toPV panels and others products and heat pump products for the ~~Six~~nine ~~Months~~months ~~Ended~~ended ~~January~~April 3130, ~~2019~~ 2020.

	For the Six Months Ended January 31, 2020			For the Six Months Ended January 31, 2019			Change			Change (%)
Revenue	$	6,138,503		$	41,400,488		$	(35,261,985	)		(85.2	)%
Cost of revenue		6,019,093			31,828,853			(25,809,760	)		(81.1	)%
Gross profit		119,410			9,571,635			(9,452,225	)		(98.8	)%
Operating expenses		11,894,238			4,500,214			7,394,024			164.3	%
(Loss) income from operations		(11,774,828	)		5,071,421			(16,846,249	)		(332.2	)%
Other expenses, net		(103,737	)		(548,736	)		444,999			(81.1	)%
(Loss) income before income taxes		(11,878,565	)		4,522,685			(16,401,250	)		(362.6	)%
Income tax benefit (expense)		216,482			(1,485,236	)		1,701,718			(114.6	)%
(Loss) income from continuing operations		(11,662,083	)		3,037,449			(14,699,532	)		(483.9	)%
(Loss) income from discontinued operations, net of applicable income taxes		(518,475	)		270,804			(789,279	)		(291.5	)%
Loss on sale of discontinued operations, net of applicable income taxes		(454,067	)		-			(454,067	)		(100.0	)%
Net (loss) income		(12,634,625	)		3,308,253			(15,942,878	)		(481.9	)%
Less: Net (loss) income attributable to non-controlling interest from continuing operations		(1,215,078	)		287,906			(1,502,984	)		(522.0	)%
Less: Net (loss) income attributable to non-controlling interests from discontinued operations		(51,848	)		27,081			(78,929	)		(291.5	)%
Net (loss) income attributable to common stockholders	$	(11,367,699	)	$	2,993,266		$	(14,360,965	)		(479.8	)%
Net (loss) income per share attributable to common stockholders
Basic and diluted (loss) earnings per share – Continuing operations	$	(0.02	)	$	0.00		$	(0.02	)		(100.0	)%
Basic and diluted (loss) earnings per share – Discontinued operations	$	(0.00	)	$	0.00		$	(0.00	)		-	%

Total revenues decreased by $28,845,185 or 90.1%, to $3,156,482 for the nine months ended April 30, 2020 as compared to $32,001,667 for the same period in 2019. The overall decrease was primarily attributable to the decrease of revenue generated from sales of all products. See the table below for a detailed analysis of the decrease in our revenue.

~~Continuing~~Our revenue ~~Operations~~from our revenue categories is summarized as follows:

Revenue

	For the Nine Months Ended April 30, 2020		For the Nine Months Ended April 30, 2019		Change			Change (%)

Revenue
Installation of power generation systems	$	-	$	392,267	$	(392,267	)		(100.0	)%
PV panels and others		1,850,097		21,259,425		(19,409,328	)		(91.3	)%
Air compression equipment and other components		-		1,391,714		(1,391,714	)		(100.0	)%
Heat pumps		1,306,385		7,999,582		(6,693,197	)		(83.7	)%
High-grade synthetic fuel		-		958,679		(958,679	)		(100.0	)%
Total revenue	$	3,156,482	$	32,001,667	$	(28,845,185	)		(90.1	)%

~~Our~~Installation of power generation systems revenue ~~was~~decreased ~~derived~~ by $392,267 or 100.0% from ~~the~~$392,267 ~~sales~~for ofthe PVnine ~~panels~~months ~~and~~ended ~~others~~April 30, ~~heat~~2019 ~~pump~~to $0 ~~products,~~for ~~high-grade~~the ~~synthetic~~same ~~fuel~~period ~~products~~in ~~and~~2020 ~~hydraulic~~because ~~parts~~we ~~and~~did ~~electronic components~~not ~~for~~have any new installation projects performed during the ~~six~~nine months ended ~~January 31~~April 30, 2020 as we have not been focusing on our power generation systems business. We are no longer focusing on the installation of power generation systems but to sell the PV panels separately. As a result, we do not expect our installation of power generation systems will be generating any significant revenues.

~~Total~~Sales of ~~revenues~~PV panels and others decreased by $3519,~~261~~409,~~985~~328 or 8591.23%, tofrom $ 621,~~138~~259,~~503~~425 for the ~~six~~nine months ended ~~January~~April 3130, ~~2020~~2019 ~~as compared~~ to $411,~~400~~850,~~488~~ 097 for the same period in ~~2019~~2020. The ~~overall~~ decrease in sales of PV panels and others was primarily ~~attributable~~due to ~~the~~significant decrease ofin ~~revenue~~sales from ~~generated~~Xiangtian ~~from~~Zhongdian. We were operating under certain disagreements with our non-controlling shareholder in Xiangtian Zhongdian, which led to Xiangtian Zhongdian to put the PV panels sales orders on hold. As a result, our sales of PV panels ~~and~~decreased ~~other~~during ~~products~~the nine months ended April 30, ~~air~~2020 ~~compression~~as ~~equipment~~compared ~~and~~to ~~other~~the ~~components,~~same ~~heat~~period ~~pumps~~in 2019. In May, 2020, we acquired the remaining 30% ownership held by Nanjing Zhongdian Photovoltaic Co. Ltd. in Xiangtian Zhongdian and ~~high-grade~~Xiangtian ~~synthetic~~Zhongdian ~~fuel~~became ~~products~~our wholly owned subsidiary. However, ~~See~~our sales from PV panels are expected to decrease as compared to the ~~table~~prior ~~below~~period due to the non-controlling shareholder ~~for~~in aXiangtian ~~detailed~~Zhongdian ~~analysis~~having ofretained their marketing team and left Xiangtian Zhongdian. We will start developing our own PV panels market with our internal marketing sources. Our PV panels operations is expected to resume back to the ~~decrease~~normal inlevel once we developed our ~~revenue~~own PV panels market.

~~Our revenue from our revenue categories is summarized as follows:~~60

	For the Six Months Ended January 31, 2020		For the Six Months Ended January 31, 2019		Change			Change (%)
Revenue
Installation of power generation systems	$	-	$	389,482	$	(389,482	)		(100.0	)%
PV panels and others		1,848,293		20,413,526		(18,565,233	)		(90.9	)%
Air compression equipment and other components		-		1,390,688		(1,390,688	)		(100.0	)%
Heat pumps		1,074,068		7,582,436		(6,508,368	)		(85.8	)%
High-grade synthetic fuel		113,774		8,280,062		(8,166,288	)		(98.6	)%
Hydraulic parts and electronic components		3,102,368		3,344,294		(241,926	)		(7.2	)%
Total revenue	$	6,138,503	$	41,400,488	$	(35,261,985	)		(85.2	)%

Sales of air compression equipment and other components decreased by $1,391,714 or 100.0% and the sales of heat pumps decreased by $6,693,197 or 83.7% for the nine months ended April 30, 2020 as compared to the same period in 2019. The decrease was attributable to significant decrease in sales orders as we lost some large air compression equipment and heat pump customers and temporary closure of our and our customer’s operations under the influence of COVID-19 during the nine months ended April 30, 2020 which resulted in lesser sales orders in the current period as compared to the same period in 2019. Our sales from air compression equipment and heat pumps are expected to be decreased as compared to the prior period going forward as we recently did not put a lot of research and development activities to keep up with the latest technology of the air compression and heat pumps products. We anticipate a decrease in future sales of heat pumps and air compression, and as a result our competitors will, in all likelihood gain a greater market share in this industry.

55Sales of high-grade synthetic fuel decreased by $958,679 or 100.0% for the nine months ended April 30, 2020, and we did not sell any high-grade synthetic fuel products during the nine months ended April 30, 2020 mainly due to significant decrease in sales from Sanhe Xiangtian. Prior to the establishment of Jingshan Sanhe, we sold our high-grade synthetic fuel products in Sanhe Xiangtian. We expected there will be no sales of high-grade synthetic fuel products as our continuing operation because we are no longer expected to sell high-grade synthetic fuel products in Sanhe Xiangtian going forward.

~~Installation of power~~Cost generation systems revenue decreased by $389,482 or 100.0% from $389,482 for the six months ended January 31, 2019 to $0 for the same period in 2020 because we did not have any new installation projects performed during the six months ended January 31, 2020 as we have not been focusing on our power generation systems business. We are no longer focusing on the installation of ~~power generation systems but to sell the PV panels separately. As a result, we do not expect our installation of power generation systems will be generating any significant revenues.~~Revenue

~~Sales~~Total cost of ~~PV panels and~~revenue ~~others~~ decreased by $1819,~~565~~576,~~233~~299, or 9071.97%, ~~from~~to $207,~~413~~744,~~526~~978 for the ~~six~~nine months ended ~~January~~April 3130, ~~2019~~2020 as compared to $127,~~848~~321,~~293~~277 for the same period in ~~2020~~2019. The decrease in ~~sales~~cost of PVrevenue ~~panels and others~~ was ~~primarily due to significant decrease~~ in ~~sales~~line ~~from Xiangtian Zhongdian. We are currently operating under certain disagreements~~ with ~~our non-controlling shareholder in Xiangtian Zhongdian, which lead to Xiangtian Zhongdian to put~~ the PV panels sales orders on hold. As a result, our sales of PV panels decreased during the six months ended January 31, 2020 as compared to the same period in 2019. Currently, our disagreements with the non-controlling shareholder in Xiangtian Zhongdian still has not been resolved. Management is in the process of negotiating with the non-controlling shareholder in Xiangtian Zhongdian about acquiring the remaining 30% ownership interest. Our PV panels operations is expected to resume back to the normal level once this issue is resolved. However, our sales from PV panels is expected to decrease ~~as compared to the prior period due to the non-controlling shareholder~~ in ~~Xiangtian Zhongdian having retained their marketing team and will be leaving Xiangtian Zhongdian~~revenue. ~~We will start developing our own PV panels market with our internal marketing sources.~~

~~Sales of air compression~~Our ~~equipment~~cost ~~and other components decreased by $1,390,688 or 100.0% and the sales~~ of ~~heat~~revenue pumps decreased by $6,508,368 or 85.8% for the six months ended January 31, 2020 as compared to the same period in 2019. The decrease was attributable to significant decrease in sales orders as we lost some large air compression equipment and heat pump customers during the six months ended January 31, 2020 as compared to the same period in 2019 which resulted in lesser sales orders in the current period. Our sales from ~~air compression~~our ~~equipment~~revenue ~~and~~categories ~~heat~~is ~~pumps~~summarized ~~are expected to be decreased~~ as compared to the prior period going forward as we recently did not put a lot of research and development activities to keep up with the latest technology of the air compression and heat pumps products. We anticipate a decrease in future sales of heat pumps and air compression, and as a result our competitors will, in all likelihood gain a greater market share in this industry.follows:

Sales of high-grade synthetic fuel decreased by $8,166,288 or 98.6% for the six months ended January 31, 2020 as compared to the same period in 2019 mainly due to significant decrease in sales from Jingshan Sanhe. Jingshan Sanhe has expanded its production facilities for the anticipation of the sales orders that we have received of our high-grade synthetic fuel products. During the six months ended January 31, 2020, we were pending final completion and inspection approval of our production facilities expansion in April 2020, which prevented Jingshan Sanhe’s ability to manufacture our high-grade synthetic fuel products during the period. As a result, we took longer time to complete and test our production facilities in order for us to produce a high quality of our products. With the COVID-19 production plant closure in February and March 2020 in the Hubei province, our sales of high-grade synthetic fuel is expected to resume back to the normal level upon resuming our production which we will resume operations in June 2020. On April 14, 2020, the Board discussed a plan to pursue the potential sale of all its ownership interest in Jingshan Sanhe due to the coronavirus outbreak might affect the Company’s future business operations and desired to scale back our variety of businesses. Therefore the result of operations will be presented as discontinued operations for Jingshan Sanhe as of April 30, 2020 and for the three and nine months ended April 30, 2020 unaudited condensed consolidated financial statements and thereafter until the business will be disposed.

	For the Nine Months Ended April 30, 2020		For the Nine Months Ended April 30, 2019		Change			Change (%)

Cost of revenue
Installation of power generation systems	$	-	$	360,264	$	(360,264	)		(100.0	)%
PV panels and others		2,939,627		19,123,888		(16,184,261	)		(84.6	)%
Air compression equipment and other components		-		911,679		(911,679	)		(100.0	)%
Heat pumps		4,805,351		6,575,806		(1,770,455	)		(26.9	)%
High-grade synthetic fuel		-		349,640		(349,640	)		(100.0	)%
Total cost of revenue	$	7,744,978	$	27,321,277	$	(19,576,299	)		(71.7	)%

Sales of hydraulic parts and electronic components decreased by $241,926 or 7.2% for the six months ended January 31, 2020 as compared to the same period in 2019 due to less governmental contracts. We are expecting our revenue generated by hydraulic parts and electronic components business from Jinli will decrease because we believe the demand of our products from the Chinese military may decrease as the uncertainty surrounding the COVID-19 outbreak. On April 14, 2020, the Board discussed a plan to pursue the potential sale of all its ownership interest in Jinli due to the coronavirus outbreak might affect the Company’s future business operations and desired to scale back our variety of businesses. Therefore the result of operations will be presented as discontinued operations for Jinli as of April 30, 2020 and for the three and nine months ended April 30, 2020 unaudited condensed consolidated financial statements and thereafter until the business will be disposed.61

56Gross Profit

~~Cost~~Our gross ofprofit ~~Revenue~~from our major revenue categories is summarized as follows:

Total cost of revenue decreased by $25,809,760, or 81.1%, to $6,019,093 for the six months ended January 31, 2020 as compared to $31,828,853 for the same period in 2019. The decrease in cost of revenue is in line with the decrease in revenue except the cost of revenue of Hydraulic parts and electronic components.

	For the Nine Months Ended April 30, 2020			For the Nine Months Ended April 30, 2019			Change			Change (%)

Installation of power generation systems
Gross profit margin	$	-		$	32,003		$	(32,003	)		(100.0	)%
Gross profit percentage		-	%		8.2	%		(8.2	)%

PV panels and others
Gross (loss) profit margin	$	(1,089,530	)	$	2,135,537		$	(3,225,067	)		(151.0	)%
Gross profit percentage		(58.9	)%		10.0	%		(68.9	)%

Air compression equipment and other components
Gross profit margin	$	-		$	480,035		$	(480,035	)		(100.0	)%
Gross profit percentage		-	%		34.5	%		(34.5	)%

Heat pumps
Gross (loss) profit margin	$	(3,498,966	)	$	1,423,776		$	(4,922,742	)		(345.8	)%
Gross profit percentage		(267.8	)%		17.8	%		(285.6	)%

High-grade synthetic fuel
Gross profit margin	$	-		$	609,039		$	(609,039	)		(100.0	)%
Gross profit percentage		-	%		63.5	%		(63.5	)%

Total
Gross (loss) profit margin	$	(4,588,496	)	$	4,680,390		$	(9,268,886	)		(198.0	)%
Gross profit percentage		(145.4	)%		14.6	%		(160.0	)%

Our ~~cost~~gross of(loss) ~~revenue~~profit decreased by $9,268,886, or 198.0%, to (4,588,496) during the nine months ended April 30, 2020 from ~~our~~$4,680,390 ~~revenue~~for ~~categories~~the issame ~~summarized~~period in 2019. The decrease in gross profit was primarily due to the significant decrease in revenues from sales of PV panels and other products, air compression equipment, heat pumps, and high-grade synthetic fuel products as ~~follows:~~discussed above and the increase in cost of revenue as we provided allowance for aged inventories which attributed to gross loss.

	For the Six Months Ended January 31, 2020		For the Six Months Ended January 31, 2019		Change			Change (%)
Cost of revenue
Installation of power generation systems	$	-	$	357,708	$	(357,708	)		(100.0	)%
PV panels and others		2,495,067		18,350,972		(15,855,905	)		(86.4	)%
Air compression equipment and other components		-		905,208		(905,208	)		(100.0	)%
Heat pumps		1,887,628		6,202,740		(4,315,112	)		(69.6	)%
High-grade synthetic fuel		156,930		4,704,035		(4,547,105	)		(96.7	)%
Hydraulic parts and electronic components		1,479,468		1,308,190		171,278			13.1	%
Total cost of revenue	$	6,019,093	$	31,828,853	$	(25,809,760	)		(81.1	)%

For the nine months ended April 30, 2020 and 2019, our overall gross (loss) profit percentage was (145.4%) and 14.6%, respectively. The decrease of 160.0% was primarily due to increase in cost of revenue as we provided allowance for aged inventories.

~~Cost~~Gross profit ofpercentage ~~revenue~~for ofour ~~hydraulic parts~~installation ~~and~~of ~~electronic~~power ~~components~~generation ~~increased~~systems byrevenue ~~$171,278~~was ~~or 13~~8.12% for the ~~six~~nine months ended ~~January~~April 3130, ~~2020 as compared to the same~~2019. ~~period~~We indid ~~2019~~not ~~mainly~~have ~~due~~any toinstallation ~~the~~project ~~increase~~performed ofduring the ~~unit~~nine ~~price~~months ofended ~~our~~April ~~hydraulic~~30, ~~parts as we need to hire an outsourcing vendor to work on the specific needs of the hydraulic parts~~2020.

Gross ~~Profit~~(loss) profit percentage for PV panels and others revenue was (58.9%) and 10.0% for the nine months ended April 30, 2020 and 2019, respectively. The decrease of gross profit percentage was due to the increase in cost of revenue as we provided allowance for aged inventories due to slow moving of our inventories and lack of sales as discussed above.

~~Our~~Gross profit ~~gross~~percentage ~~profit~~for ~~from our~~air ~~major~~compression equipment and other components revenue ~~categories~~was is34.5% ~~summarized~~for asthe ~~follows:~~nine months ended April 30, 2019. We did not sell any air compression equipment and other components during the nine months ended April 30, 2020.

	For the Six Months Ended January 31, 2020			For the Six Months Ended January 31, 2019			Change			Change (%)
Installation of power generation systems
Gross profit margin	$	-		$	31,774		$	(31,774	)		(100.0	)%
Gross profit percentage		-	%		8.2	%		(8.2	)%
PV panels and others
Gross (loss) profit margin	$	(646,774	)	$	2,062,554		$	(2,709,328	)		(131.4	)%
Gross profit percentage		(35.0	)%		10.1	%		(45.1	)%
Air compression equipment and other components
Gross profit margin	$	-		$	485,480		$	(485,480	)		(100.0	)%
Gross profit percentage		-	%		34.9	%		(34.9	)%
Heat pumps
Gross (loss) profit margin	$	(813,560	)	$	1,379,696		$	(2,193,256	)		(159.0	)%
Gross profit percentage		(75.7	)%		18.2	%		(93.9	)%
High-grade synthetic fuel
Gross (loss) profit margin	$	(43,156	)	$	3,576,027		$	(3,619,183	)		(101.2	)%
Gross profit percentage		(37.9	)%		43.2	%		(81.1	)%
Hydraulic parts

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