UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-K

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

For the fiscal year ended December 31, ~~2021~~2022

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

For the transition period from _________ to _________

Commission file number: 333-239929

KENONGWO GROUP US, INC.

(Exact name of registrant as specified in its charter)

Nevada		37-1914208
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

Yangjia Group, Xiaobu Town

Yuanzhou District, Yichun City

Jiangxi Province, China 336000

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including the area code: +86-400-915-2178

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

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

Securities registered pursuant to Section 12(g) of the Act: None.

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

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

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 report(s)), 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 or a smaller reporting company. See 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

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 the date of this report, the Company’s common stock is not listed any national securities exchange nor quoted on OTC Markets, and therefore the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and ask price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter is not available or not applicable.

The number of outstanding shares of the registrant’s common stock on ~~April~~June 927, ~~2022~~2023, was 101,882,~~482~~485.

Documents Incorporated by Reference: None.

FORM 10-K ANNUAL REPORT

FISCAL YEAR ENDED DECEMBER 31, ~~2021~~2022

TABLE OF CONTENTS

		PAGE
PART I
Item 1.	Business.	1
Item 1A.	Risk Factors.	1117
Item 1B.	Unresolved Staff Comments.	3039
Item 2.	Properties.	3039
Item 3.	Legal Proceedings.	3039
Item 4.	Mine Safety Disclosures.	3039
PART II
Item 5.	Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	3140
Item 6.	[Reserved].	3140
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	3241
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk.	3846
Item 8.	Financial Statements and Supplementary Data.	3846
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.	3846
Item 9A.	Controls and Procedures.	3846
Item 9B.	Other Information.	3847
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.	3847
PART III
Item 10.	Directors, Executive Officers and Corporate Governance.	3948
Item 11.	Executive Compensation.	4150
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters.	4251
Item 13.	Certain Relationships and Related Transactions, and Director Independence.	4251
Item 14.	Principal Accountant Fees and Services.	4352
PART IV
Item 15.	Exhibits, Financial Statement Schedules.	4453
SIGNATURES		4554
EXHIBIT INDEX		4655
FINANCIAL STATEMENTS		F-1

FORWARD-LOOKING STATEMENTS

The statements contained in this report with respect to our financial condition, results of operations and business that are not historical facts are “forward-looking statements”. Forward-looking statements can be identified by the use of forward-looking terminology, such as “anticipate”, “believe”, “expect”, “plan”, “intend”, “seek”, “estimate”, “project”, “could”, “may” or the negative thereof or other variations thereon, or by discussions of strategy that involve risks and uncertainties. Management wishes to caution the reader of the forward-looking statements that any such statements that are contained in this report reflect our current beliefs with respect to future events and involve known and unknown risks, uncertainties and other factors, including, but not limited to, economic, competitive, regulatory, technological, key employees, and general business factors affecting our operations, markets, growth, services, products, licenses and other factors, some of which are described in this report including in “Risk Factors” in Item 1A and some of which are discussed in our other filings with the SEC. These forward-looking statements are only estimates or predictions. No assurances can be given regarding the achievement of future results, as actual results may differ materially as a result of risks facing our company, and actual events may differ from the assumptions underlying the statements that have been made regarding anticipated events.

These risk factors should be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue. All written and oral forward looking statements made in connection with this report that are attributable to our company or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. Given these uncertainties, we caution investors not to unduly rely on our forward-looking statements. We do not undertake any obligation to review or confirm analysts’ expectations or estimates or to release publicly any revisions to any forward-looking statements to reflect events or circumstances after the date of this report or to reflect the occurrence of unanticipated events, except as required by applicable law or regulation.

ITEM 1. BUSINESS

Overview

WeKenongwo Group US, Inc. is a Nevada holding company, operating through our wholly-owned subsidiary, Jiangxi Kenongwo Technology Co., Ltd. (“Jiangxi Kenongwo”), a company incorporated under the laws of the PRC. Through Jiangxi Kenongwo, We are primarily engage in studying, developing, manufacturing and selling bamboo charcoal biomass organic fertilizers, amino acid water-soluble fertilizers, selenium-rich foliage fertilizers and other types of fertilizers in the PRC ~~through our subsidiary, Jiangxi Kenongwo Technology Co~~.~~, Ltd. (“Jiangxi Kenongwo”), a company incorporated under the laws of the PRC.~~

The main raw materials that are used in our organic fertilizers include bamboo charcoal, bamboo vinegar, rapeseed dregs and organic selenium. Bamboo charcoal is carbonized from bamboo and it is an excellent fertilizer carrier that can slowly release the fertilizer substance and at the same time reduce the pollution in the soil. Bamboo vinegar is a liquid obtained by condensing the water volatile organics in Moso bamboo, which is released during the high temperature pyrolysis through our patented technology. Fermented rapeseed dregs are the component of organic materials, which can significantly impact the quality of soil. Selenium is an essential trace mineral that is important for many bodily processes. By adding organic selenium into our fertilizers and applying them to the crops, selenium can be well absorbed and converted, making the final agricultural products rich of selenium. Our fertilizers also provide optimum levels of primary plant nutrients which including multi-minerals, proteins and carbohydrates that promote the healthiest soils capable of growing the healthy crops and vegetables. It can effectively reduce the use of chemical fertilizers and pesticides as well as reduce the penetration of large chemical fertilizers and pesticides into the soil and thus avoid water pollution. Therefore, our fertilizer can effectively improve fertility of soil, and the quality and safety of agricultural products.

We generate our revenue from the sales of our organic fertilizers, compound fertilizers, specific-function fertilizers and crop-specific fertilizers. We currently have one integrated factory covering a land area of 143,590 square feet in Yichun City, Jiangxi Province, PRC to produce our organic fertilizers, which has been in operations since 2017. We plan to expand our production capacity and build an automatic and standardized production line, equipped with fully automatic production machines for our fertilizers, including fermentation machines, granulation machines, drying and cooling machines, labeling machines, packaging machines and loading and unloading machines. Specifically, we plan to establish four automated production lines, including (1) the powder fertilizer production line, (2) the granular fertilizer production line, (3) the liquid water soluble fertilizer production line and (4) the powder water soluble fertilizer production line. As of the date of this report, (3) and (4) have been completed. In addition, we also installed the liquid raw material automatic storage tank system, the palletizing robot system and the raw material weighing and batching system. The estimated cost of building this production line is approximately RMB12 million (approximately $1.7 million). we plan to finance this amount in equity or debt. There is no assurance that we could raise that amount on satisfying terms. As a result, the implementation of this expansion depends on whether and when we could secure the financing.

We believe that our brand reputation and ability to tailor our products to meet the requirements of various regions of the PRC affords us a competitive advantage. We purchase the majority of our raw materials from suppliers located in the PRC and use suppliers that are located in close proximity to our manufacturing facilities, which helps us to control our cost of revenue.

China is the principal market for our products, which are primarily sold to farmers through distributors in over twenty-two provinces in China, including Jiangxi, Hunan, Hubei, Fujian, Jiangsu, Shanghai, Zhejiang, Sichuan, Chongqing, Guangdong, Hainan, Xinjiang, Guizhou, Guangxi, Liaoning, Shandong, Shanxi, Yunnan, Ningxia, Gansu, Henan, and Hebei provinces.

In 2019, the Company and two other individuals, Mr. Haijin Li and Mr. Weizhong Zhang, jointly formed Longyan Fuchi Agricultural Development Co., Ltd. (“Longyan”) pursuant to a cooperation agreement dated April 27, 2019 (the “Cooperation Agreement”). According to the Cooperation Agreement, the Company and Mr. Zhang together shall invest RMB540,000 (approximately $77,510) to Longyan, which, in exchange, will result in the Company and Mr. Zhang owning 25% and 20% equity interest in Longyan, respectively. As of the date of this report, the Company has invested RMB 200,000 (approximately $28,955) to and as a result owns 25% equity interest in Longyan. Longyan is an agricultural company with a primary focus on growing and selling passionfruit, in which the Company perceives excellent potentials in Fujian province. Pursuant to the Cooperation Agreement, the Company shall jointly manage Longyan with Mr. Li and Mr. Zhang.1

Amidst the COVID-19 outbreak in 2020, our business operations were adversely impacted. In particular, the lockdown policy in China has caused delays in the logistics industry and consequently, the supply of our raw materials was impacted. In addition, the restrictions of face-to-face interactions have slowed down the process of our marketing, client meeting and new products launching activities. The spread of COVID-19 has been effectively controlled in China. People’s daily life and businesses’ operations started going to normalcy. As a result, we believe these negative impacts are temporary. However, there is significant uncertainty around the breadth and duration of business disruptions related to COVID-19, as well as its impact on the economy of China and the rest of the world and, as such, the extent of the business disruption and the related financial impact cannot be reasonably estimated at this time.

China is the principal market for our products, which are primarily sold to our customers through distributors in over twenty provinces in China, including Jiangxi, Hunan, Hubei, Fujian, Jiangsu, Shanghai, Zhejiang, Sichuan, Chongqing, Guangdong, Hainan, Xinjiang, Guizhou, Anhui, Shandong, Shanxi, Shaanxi, Liaoning, Jilin, Heilongjiang, Yunnan and Guangxi provinces.

1Kenongwo Group US, Inc. is a holding company and we operate our business through Jiangxi Kenongwo. Jiangxi Kenongwo is formed and operating the Peoples Republic of China (“Material PRC Company”) has been duly established and is validly existing as a limited liability company under the laws of the Peoples Republic of China (“PRC Laws”),and has received all authorizations required by the Peoples Republic of China (the “Governmental Authorizations”) for its establishment to the extent such Governmental Authorizations are required under applicable PRC Laws, and its business license is in full force and effect. The Material PRC Company has the capacity and authority to own assets, to conduct business, and to sue and be sued in its own name under PRC Laws. The articles of association, business license and other constitutional documents (if any) of the Material PRC Company complies with the requirements of applicable PRC Laws and are in full force and effect. The Material PRC Company has not taken any corporate action, nor has any legal proceedings commenced against it, for its liquidation, winding up, dissolution, or bankruptcy, for the appointment of a liquidation committee, team of receivers or similar officers in respect of its assets or for any adverse suspension, withdrawal, revocation or cancellation of its business license.

~~Corporate~~All of the equity interests ~~History~~of the Material PRC Company are owned by Kenongwo Group US, Inc., and ~~Structure~~(ii) the Material PRC Company has obtained all Governmental Authorizations for the ownership interest owned by Kenongwo Group US, Inc. The equity interests of the Material PRC Company are owned by Kenongwo Group US, Inc. free and clear of any pledge or other encumbrance under PRC Laws, and there are no outstanding rights, warrants or options to acquire, or instruments convertible into or exchangeable for, any equity interest in the Material PRC Company under PRC Laws, except for such encumbrance that would not be reasonably expected to have a Material Adverse Effect. “Material Adverse Effect,” as used herein, means a material adverse effect on the assets, liabilities, properties or business of the Company.

~~Kenongwo~~All of our operations are ~~Group~~conducted USby our subsidiary, ~~Inc~~our wholly-foreign-owned entity (“WFOE”) based in China which involves unique risks to investors. Our ~~was~~WFOE ~~incorporated~~structure is used to provide investors with exposure to foreign investment in ~~the~~China-based ~~State~~companies ofwhere ~~Nevada~~Chinese onlaw ~~October~~prohibits direct ~~17,~~foreign ~~2018~~investment in the operating companies. OnInvestors ~~January~~may 1,never ~~2019,~~hold weequity ~~acquired~~interests ~~all~~in the ~~issued~~Chinese ~~and~~operating ~~outstanding~~company. The ~~shares~~WFOE ofstructure ~~Jiangxi~~is ~~Kenongwo~~not ~~pursuant~~as tostable ~~certain~~as ~~share~~some ~~transfer~~have ~~agreements~~imagined. ~~with~~The ~~the~~senior ~~two~~management ~~former~~and the shareholders of ~~Jiangxi~~the ~~Kenongwo.~~domestic ~~The~~company ~~share~~play a very ~~transfer~~important ~~was~~role ~~completed~~in onthe ~~January~~WFOE 9structure. Once there are changes to such positions involving interests, ~~2019~~potential risks of the WFOE structure will appear. AsChinese aregulatory ~~result~~authorities could disallow this structure, ~~Jiangxi~~which ~~Kenongwo~~would ~~became~~likely result in a material change in our ~~wholly-owned~~operations and/or ~~subsidiary~~a material change in the value of the securities we are registering for sale, including that it could cause the value of such securities to significantly decline or become worthless.

The legal and operational ~~following~~risks ~~diagram~~associated ~~illustrates~~with being based in or having the majority of the Company’s operations in China could result in a material change in the value of the securities we are registering for sale or could significantly limit or completely hinder our ~~current~~ability ~~corporate~~to ~~structure:~~ offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.

~~Industry Overview~~2

~~Overview~~Recently, Beijing revamped its rules for overseas listings after ride-hailing Didi Global launched its initial public offering despite warnings from regulators. That triggered a data security investigation led by the Cyberspace Administration of China (“CAC”), which recently culminated with the ~~PRC~~firm ~~Fertilizer~~announcing ~~Industry~~plans to delist in the US in favor of Hong Kong. This shows how recent statements and regulatory actions by China’s government have or may impact the company’s ability to conduct its business, accept foreign investments, or list on a U.S. or other foreign exchange.

~~According to~~Trading ~~Gulf~~securities ~~Petrochemicals~~may ~~& Chemicals Association, China is the biggest fertilizer producer and consumer in the world. Total fertilizer~~be ~~consumption~~prohibited inunder ~~China represents around a third of global fertilizer use. According to China Fertilizers Market - Growth, Trends, And Forecasts (2019–2024) (source: www.mordorintelligence.com),~~ the ~~China~~Holding ~~fertilizers~~Foreign ~~market~~Companies isAccountable ~~projected~~Act toif ~~grow at a compound annual growth rate (CAGR) of 0.62% during~~ the ~~forecast~~PCAOB ~~period,~~determines ~~2019-2024.~~that ~~The~~it ~~market~~cannot ~~growth~~inspect isor ~~restrained~~fully byinvestigate ~~the Chinese government’s~~our ~~zero-growth policy and environmental protection policy system for rural areas and the agricultural sector~~auditor, ~~in order to control the pollution~~ and ~~achieve~~that green development. The national policies prohibit the use of pesticides, and require organic fertilizers to replace chemical fertilizers. In 2020, there was zero-growth in fertilizer and pesticide consumption. The policymakers are adjusting fertilizer consumption structure and promoting accurate fertilization, improved fertilization, and use of more micronutrients and secondary fertilizers, as ~~compared~~ toa ~~straight~~result ~~fertilizers,~~an ~~particularly~~exchange ~~nitrogenous~~may ~~fertilizers.~~determine ~~This policy is expected~~ to ~~provide~~delist ayour ~~fillip to the growth of the market for bio-fertilizers in China~~securities.

~~Increasing~~The Company will settle amounts ~~Demand~~owed under the WFOE structure by transferring dividends, or distributions between the holding company and its subsidiaries, or to investors, which have not yet occurred. We rely primarily on dividends paid by the WFOE for ~~Organic~~our cash needs, including the funds necessary to pay dividends and ~~Bio-fertilizers~~other cash distributions, if any, to our shareholders, to service any debt we may incur and to pay our operating expenses. We have made no such distributions to date and we have no current cash management policies in place. We will look to implement one in the near future.

~~According to~~There ~~the~~are ~~Ministry~~no ~~of Agriculture of the People’s Republic of China (MOA)~~legal, ~~the use of organic fertilizers as a replacement for chemical~~arbitral ~~fertilizers~~or isgovernmental ~~one~~proceedings, ofregulatory ~~the~~investigations ~~key~~or ~~points~~other ofgovernmental ~~agricultural~~decisions, ~~supply-side~~rulings, ~~structural reform in China~~orders, ~~and~~or itactions ~~has~~before aany ~~restraining influence on the~~Governmental ~~growth~~Agencies ~~of the chemical fertilizers market~~ in ~~China.~~progress ~~The~~or ~~key~~pending ~~crops used~~ in the ~~country~~PRC ~~for the trial fertilizer-replacement program are fruits, vegetables, tea, and others. In May 2016, the “Soil Pollution Prevention Action Plan” was issued~~ to ~~provide~~which ~~strong support for~~ the ~~promotion~~Company ofor ~~organic~~any ~~fertilizer~~Material inPRC ~~the~~Company ~~country.~~is ~~The~~a ~~government~~party ~~accords~~or ~~great importance~~ to ~~the~~which ~~production~~any assets of ~~organic~~any ~~fertilizers,~~Material ~~and~~PRC ~~implements~~Company is a ~~tax~~subject ~~exemption policy (implemented in 2016) for bio-organic fertilizer products~~which, ~~providing~~if ~~further~~determined ~~support for~~adversely ~~the~~against ~~development~~any of the ~~organic~~Company ~~fertilizer industry in China. The rising number of product innovations~~ and ~~activities in~~ the ~~organic fertilizer~~Material ~~market~~PRC inCompany, ~~China~~would ~~act~~be asreasonably expected ~~a restraint~~ to ~~the~~have ~~chemical~~a ~~fertilizers~~material ~~market.~~adverse ~~All the products we currently sell qualify as the type of organic fertilizers discussed in this section~~effect.

2All dividends declared and payable upon the equity interests in the WFOE may be converted into foreign currency and freely transferred out of the PRC free of any deductions in the PRC, provided that (i) the declaration and payment of such dividends complies with applicable PRC Laws and the constitutional documents of the WFOE, and (ii) the remittance of such dividends out of the PRC complies with the procedures required by the relevant PRC Laws relating to foreign exchange administration.

~~According to~~We aface ~~press~~uncertainties ~~release by Ken Research dated January 23, 2020 (source: https://www.openpr.com/news/1905736/china-complex-fertilizer-market-is-driven-by-rise-in-net),~~with ~~the~~respect ~~long term growth potential of the industry remains optimistic of fertilizer market in China as China’s food grain production is expected~~ to ~~grow~~indirect attransfers ~~a CAGR~~ of ~~1.3%~~equity ~~during~~interests 2017-2022 from 621.1 million MT* in ~~2017~~PRC toresident ~~663.2~~enterprises ~~million MT~~ by ~~2022.~~their ~~Additionally,~~non-PRC ~~government support~~holding ~~to agriculture industry in China would act as another growth promoting factor to fertilizer industry in China~~companies. However, the emerging segment in the coming years would be the organic fertilizers with the government of China planning additional farm subsidies, elimination of certain land taxes, land reform initiatives to promote organically grown products. (*The metric ton used here is 1,000 kg, equivalent to 2,204.6 pounds avoirdupois.)

~~Our~~Adverse changes in economic ~~Products~~and political policies of the PRC government could have a material and adverse effect on overall economic growth in China, which could materially and adversely affect our business. General macroeconomic conditions may materially and adversely affect our business, prospects, results of operations and financial position. The PRC government’s control over foreign currency conversion may adversely affect our business and results of operations and our ability to remit dividends. PRC regulation of loans to and direct investments in PRC entities by offshore holding companies may delay or prevent us from using the proceeds of this offering to make loans or additional capital contributions to our operating subsidiary in China, which could materially and adversely affect our liquidity and our ability to fund and expand business.

~~We are~~Assuming ~~committed~~no tooffer, ~~ensuring~~issuance or sale of the ~~quality~~shares of our ~~products~~common ~~and~~stock ~~production~~has isbeen inor ~~compliance~~will ~~with~~be ~~GB/T19001-2016/ISO~~made ~~9001:~~directly ~~2015~~or ~~Standard~~indirectly ~~Quality System,~~within ~~which is~~ the ~~standard~~PRC, ~~system~~a ~~used~~prior byapproval ~~organizations~~from tothe ~~demonstrate their ability to consistently provide products and services~~China ~~that~~Securities ~~meet~~Regulatory ~~customer~~Commission ~~and~~(“CSRC”) ~~regulatory~~will ~~requirements~~not ~~and~~be ~~to demonstrate continuous improvement~~required. ~~GB/T19001-2016 is the China national standard for quality management system requirements~~However, ~~including~~there ~~the~~are ~~examination~~substantial ~~standards~~uncertainties ~~and~~regarding ~~packaging standards. ISO 9001: 2015 is~~ the ~~international~~ ~~standard~~interpretation ~~that specifies requirements for a quality management system, covering a broad range of activities, services~~ and ~~products,~~application ~~from the procurement~~ of ~~raw materials to~~ the ~~release~~M&A ofRules, ~~final~~other ~~products.~~PRC WeLaws ~~aim to provide high-quality~~ and ~~environmental~~future ~~friendly~~PRC ~~organic fertilizer~~laws ~~to our customers. Our organic fertilizers are the products of natural decomposition~~ and ~~are easy for plants to absorb and digest. Our core products are bamboo charcoal biomass organic fertilizers~~regulations, ~~amino acid water-soluble fertilizers~~ and ~~selenium-rich~~there ~~foliar fertilizers.~~can ~~The~~be ~~main~~no ~~raw materials used in these products are bamboo charcoal, bamboo vinegar, rapeseed dregs and organic selenium,~~assurance ~~which~~that ~~are~~any ~~mainly~~Governmental ~~obtained~~Agency ~~through~~will ~~calcination,~~not ~~distillation,~~take ~~extraction~~a ofview ~~moso~~that ~~bamboo~~is ~~and~~contrary ~~transformation~~to ofor ~~other~~otherwise ~~plants.~~different ~~Our~~from ~~products can~~our beopinions ~~divided~~stated ~~into three categories based on their functions: general-function fertilizers, specific-function fertilizers and crop-specific fertilizers~~herein.

In accordance with the relevant articles 1, 2, 3, 4 and 5 of the “Notice of the State Administration of Taxation on the Exemption of Value-added Tax on Organic Fertilizer Products issued by the Ministry of Finance of the People’s Republic of China “Finance and Taxation [2008] No. 56 and Finance and Taxation [2009] No. 17”, and in accordance with Article 28 of Chapter IV Tax Preference of the Enterprise Income Tax Law of the People’s Republic of China, eligible small low-profit enterprises shall be subject to enterprise income tax at a reduced rate of 20%, high-tech enterprises that need to be supported by the state shall be subject to enterprise income tax at a reduced rate of 15%, and according to the Notice of the General Office of the People’s Government of Jiangxi Province on the “Three-~~Function~~year Action ~~Fertilizers~~Plan for Accelerating the High-quality Development of Selenium-rich Functional Agriculture（2023-2025）” and the “Opinions of the General Office of the People’s Government of Jiangxi Province on Accelerating the High-quality Development of the Bamboo ~~charcoal~~Industry” ~~biomass~~and ~~organic~~other ~~fertilizer~~documents, it shows that governments at all levels support the industry in which the company operates.

Our general-function fertilizers can be applied to all kinds of crops to promote their growth. Bamboo charcoal biomass organic fertilizer is our flagship product under this category. Bamboo charcoal biomass organic fertilizer is developed on the basis of plant nutrition, soil biology and physical characteristics of the bamboo charcoal. Bamboo charcoal, one of the main components of bamboo charcoal biomass organic fertilizers, is carbonized from bamboo through our patented technology. We use bamboo charcoal, rapeseed dregs, bamboo vinegar liquid, amino acid, beneficial microbial flora and other metal ions (such as copper, iron, zinc and boron) as main raw materials and adopt international advanced production technology to compound them into the final product.3

~~Growing in~~Jiangxi ~~the~~Kenongwo ~~natural environment~~Technology Co., ~~bamboo~~Ltd. ~~absorbs~~obtained athe ~~large~~National ~~amount of water~~High-~~soluble~~tech ~~minerals~~Enterprise ~~such~~Certificate ason ~~potassium,~~September ~~sodium~~14, ~~calcium~~2020. ~~and~~The ~~magnesium. These~~approving ~~minerals~~authorities ~~will~~are: beJiangxi ~~dissolved~~Provincial Department of Science and ~~condensed~~Technology, inJiangxi ~~the~~Provincial ~~bamboo~~Department ~~charcoal~~of ~~after~~Finance, ~~the~~Jiangxi ~~bamboo~~Provincial isTaxation ~~smoldered~~Bureau ~~under~~of ~~high~~State ~~temperature~~Taxation Bureau.

On December 16, 2021, PCAOB issued a report on its determinations that PCAOB is unable to inspect or investigate completely PCAOB-registered public accounting firms headquartered in mainland China and in Hong Kong, a Special Administrative Region of the People’s Republic of China (~~Structure~~PRC), because of ~~bamboo~~positions ~~charcoal~~taken by PRC authorities in those jurisdictions. The PCAOB made these determinations pursuant to PCAOB Rule 6100, which provides a framework for how the PCAOB fulfills its responsibilities under the HFCAA. The report further listed in its Appendix A and Appendix B, Registered Public Accounting Firms Subject to the Mainland China Determination and Registered Public Accounting Firms Subject to the Determination, respectively. The lack of access to the PCAOB inspection in China prevents the PCAOB from fully evaluating audits and quality control procedures of the auditors based in China. As a result, the investors may be deprived of the benefits of such PCAOB inspections. The inability of the PCAOB to conduct inspections of auditors in China makes it more difficult to evaluate the effectiveness of these accounting firms’ audit procedures or quality control procedures as compared to auditors outside of China that are subject to the PCAOB inspections. In addition, under the HFCAA, our securities may be prohibited from trading on the U.S. stock exchanges or in the over-the-counter trading market in the U.S. if our auditor is not inspected by the PCAOB for three consecutive years, and this ultimately could result in our common stock being delisted. Furthermore, on June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act (“AHFCAA”), which, if enacted, would amend the HFCAA and require the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges or in the over the counter trading market in the U.S. if its auditor is not subject to PCAOB inspections for two consecutive years instead of three. In the future, if we do not engage an auditor that is subject to regular inspection by the PCAOB, our common stocks may be delisted. The audit report included in this registration statement for the year ended December 31, 2022, was issued by Assentsure PAC, an audit firm that is headquartered in Singapore, and was not identified in this report as a firm subject to PCAOB’s determination.

3The SEC may propose additional rules or guidance that could impact us if our auditor is not subject to PCAOB inspection. For example, on August 6, 2020, the President’s Working Group on Financial Markets, or the PWG, issued the Report on Protecting United States Investors from Significant Risks from Chinese Companies to the then President of the United States. This report recommended that the SEC implement five recommendations to address companies from jurisdictions that do not provide the PCAOB with sufficient access to fulfil its statutory mandate. Some of the concepts of these recommendations were implemented with the enactment of the HFCAA. However, some of the recommendations were more stringent than the HFCAA. For example, if a company was not subject to PCAOB inspection, the report recommended that the transition period before a company would be delisted would end on January 1, 2022.

~~Our bamboo~~The ~~charcoal~~enactment ~~biomass~~of ~~organic~~the ~~fertilizer~~HFCAA and ~~can promote~~ the ~~reproduction~~implications of aany ~~large~~additional ~~number~~rulemaking ofefforts ~~probiotic~~to ~~strains~~increase ~~around~~U.S. ~~the~~regulatory ~~roots~~access ofto ~~farm crops,~~audit ~~and~~information ~~meanwhile~~in ~~prevent~~China ~~the~~could ~~growth~~cause investor ofuncertainty ~~harmful~~for ~~microorganisms~~affected SEC registrants, ~~thus~~including ~~making~~us, and the ~~fertilizer~~market toprice ~~has~~of ~~functions~~our ofstock ~~nitrogen~~could ~~fixation, phosphorus-dissolving~~be ~~and~~materially ~~kalium-dissolving~~adversely affected. Additionally, ~~among~~whether ~~others.~~the ~~Our~~PCAOB ~~bamboo~~will ~~charcoal~~be ~~biomass~~able ~~organic~~to ~~fertilizer~~conduct ~~can~~inspections ~~also~~of ~~greatly~~our ~~improve~~auditors in the ~~contents~~ ~~and~~next ~~effectiveness~~three ofyears, ~~the~~or N,at Pall, K,is ~~Ca,~~subject Feto substantial uncertainty and ~~other~~depends ~~elements~~on ina ~~the~~number ~~soil~~of factors out of our control. ~~Bamboo~~If ~~charcoal~~we ~~itself~~are ~~can~~unable ~~adsorb~~to ~~and~~meet ~~passivate~~the ~~heavy~~PCAOB inspection requirement ~~metals~~in ~~and~~time, ~~pesticide~~our ~~residues~~stock inwill ~~the~~not ~~soil~~be ~~and~~permitted ~~therefore~~for ~~improve~~trading “over-the ~~quality~~counter” ofeither. ~~farm~~Such ~~crops.~~a Indelisting ~~addition,~~would ~~bamboo~~substantially ~~charcoal~~impair your ~~can~~ability ~~enhance~~to ~~the soil~~sell ~~permeability,~~or ~~increase~~purchase ~~crop~~our ~~root~~stock ~~activity,~~when ~~promote~~you ~~photosynthesis,~~wish ~~maintain~~to ~~nutrient~~do ~~components~~so, inand the ~~soil,~~risk ~~enhance~~and ~~crops’~~uncertainty associated with delisting would have ~~resistance~~a ~~ability~~negative ~~and~~impact ~~prevent~~on the ~~occurrence~~price of ~~crop~~our ~~diseases~~stock. ~~and~~Also, ~~insect~~such ~~pests.~~a ~~When~~delisting ~~using~~would significantly affect our ~~bamboo~~ability ~~charcoal~~to ~~biomass~~raise ~~organic~~capital ~~fertilizer~~on terms inacceptable ~~acidic~~to ~~soil~~us, ~~the~~or ~~bamboo~~at ~~charcoal~~all, ~~substance’s~~which PHwould ~~value~~have ~~can~~a ~~improve~~material ~~the~~adverse ~~acidity~~impact ~~balance~~on ofour ~~the soil~~business, ~~making~~financial ~~the~~condition ~~soil~~and ~~more suitable for growing crops~~prospects.

~~Our general-function fertilizer products also include bamboo compound fertilizer and water-soluble fertilizer with amino acid.~~4

2We currently intend to retain all available funds and future earnings, if any, for the operation and expansion of our business and do not anticipate declaring or paying any dividends in the foreseeable future. ~~Specific-Function~~Any ~~Fertilizers~~future determination related to our dividend policy will be made at the discretion of our board of directors after considering our financial condition, results of operations, capital requirements, contractual requirements, business prospects and other factors the board of directors deem relevant, and subject to the restrictions contained in any future financing instruments. To date, our cash is used for the development and operation of the WFOE. Since the Company has just recently started to recognizing material revenue, it has not yet arranged to issue dividends or distribution and as the Company is trying to use the funds for the company’s development, the shareholders’ income will not be arranged for the time being. Because our funds are used for the development of domestic enterprises, there is no foreign exchange restriction for the time being.

~~Our specific-function fertilizers are designed to provide specific benefits to crops~~U.S ~~Our~~shareholders ~~selenium-rich~~may ~~foliar~~face difficulties ~~fertilizers~~in ~~can~~effecting ~~promote~~service ~~the content~~ of ~~selenium~~process inagainst the ~~final~~Company ~~agricultural~~and ~~products.~~officers ~~Selenium is an essential trace mineral that is important for many bodily processes. By adding organic selenium into our fertilizers~~ and ~~applying them to the crops~~director, ~~selenium~~as ~~can~~they beare ~~well~~both ~~absorbed~~based ~~and~~in ~~converted~~China. InEven ~~addition,~~with ~~the~~proper ~~major~~service ~~components~~of inprocess, ~~our~~the ~~amino~~enforcement ~~acid~~of ~~water-soluble~~judgments ~~fertilizers~~obtained ~~are~~in ~~bamboo vinegar~~U.S. Wecourts ~~mixed~~or ~~bamboo~~foreign ~~vinegar~~courts ~~and~~based ~~other~~on ~~microelements, making~~the ~~our~~civil ~~fertilizers~~liability ~~rich~~ provisions of ~~nutrition~~the ~~while~~U.S. ~~adding~~federal nosecurities ~~sterols~~laws ofwould ~~any~~be ~~kind~~extremely difficult. ~~Bamboo~~Furthermore, ~~vinegar~~there ~~can~~would ~~enhance~~be ~~plants’~~added ~~abilities~~costs ~~to absorb nutrition from soil~~ and ~~degrade~~issues ~~the~~with ~~fertilizer~~bringing ~~residues.~~an original ~~These~~action ~~fertilizers~~in ~~can~~foreign becourts ~~applied~~ to ~~the~~enforce ~~soil~~liabilities orbased ~~sprayed~~ on ~~crops~~the ~~aboveground directly~~U.S. orfederal ~~indirectly~~securities inlaws ~~order~~against tothe ~~supply nutrients, increasing crop yields and improving product quality~~Company.

3The PRC government also imposes controls on the conversion of RMB into foreign currencies and the remittance of currencies out of the PRC. ~~Crop-Specific~~Therefore, ~~Fertilizers~~we may experience difficulties in completing the administrative procedures necessary to obtain and remit foreign currency for the payment of dividends from our profits, if any. Furthermore, if our subsidiaries in the PRC incur debt on their own in the future, the instruments governing the debt may restrict their ability to pay dividends or make other payments. If we or our subsidiaries are unable to receive all of the revenues from our operations, we may be unable to pay dividends on our Shares. As of the date of this prospectus, we do not have any PRC subsidiaries.

~~We also~~Cash ~~provide~~dividends, ~~fertilizers~~if ~~that~~any, ~~are~~on our ~~designed~~Shares ~~for~~will ~~specific~~be ~~crops~~paid ~~based~~in onU.S. ~~soil tests~~dollars. ~~The~~If ~~use~~we ofare ~~soil~~considered ~~tests~~a ~~can~~PRC ~~help~~tax ~~determine~~resident ~~the~~enterprise ~~status of~~for ~~nutrients~~tax ~~available to plants in soil~~purposes, ~~thus~~any itdividends ~~develops~~we ~~fertilizer~~pay ~~recommendations~~ to ~~achieve optimum crop production. For example,~~ weour ~~have~~overseas ~~designed~~shareholders ~~and~~may ~~manufactured~~be ~~special~~regarded ~~fertilizer~~as ~~products~~China-sourced ~~for~~income ~~blueberries, dragon fruits~~ and ~~jackfruits.~~as ~~The~~a ~~best~~result ~~soil~~may ~~for~~be ~~blueberries~~ subject to ~~grow~~PRC iswithholding ~~acidic~~tax ~~with~~at a PHrate ~~scale~~ of up ~~4.3~~ to 510.~~3 and has an organic-material level of 8~~0% ~~to 12%~~. ~~Our blueberry fertilizers can effectively resolve the imbalance between the PH scale and organic-material level.~~

~~China’s fertilizer~~The ~~market~~registered iscapital ~~highly~~of the ~~commercialized~~Material ~~and~~PRC ~~therefore~~Company wehas ~~adopted~~been aduly ~~multi-level~~paid ~~brand~~in ~~strategy~~accordance ~~to target different market segments~~ with ~~tailored~~applicable ~~products.~~PRC AtLaws ~~present, selenium-rich foliar fertilizer~~ and ~~bamboo~~their ~~charcoal~~respective ~~biomass~~articles ~~organic~~of ~~fertilizers are marketed as high-end products~~association, ~~compound~~to ~~fertilizers as intermediate products, and amino acid water-soluble fertilizers as low-end products. We have so far~~the ~~developed~~extent ~~nearly~~that 20such ~~kinds~~registered ofcapital ~~products.~~is Inrequired ~~general,~~to webe ~~believe~~paid ~~our~~prior ~~fertilizers~~to ~~have~~ the ~~following~~date ~~characteristics and advantages:~~hereof.

●All ~~Increase~~of our business operations are conducted in China. Accordingly, our business, financial condition, results of operations and prospects are affected significantly by economic, political and legal developments in China. Although the ~~amount~~PRC economy has been transitioning from a planned economy to a more market-oriented economy since the late 1970s, the PRC government continues to exercise significant control over China’s economic growth through direct allocation of ~~probiotic~~resources, ~~strains~~monetary and ~~prevent~~tax policies, and a host of other government policies such as those that encourage or restrict investment in certain industries by foreign investors, control the exchange between the Renminbi and foreign currencies, and regulate the growth of ~~harmful~~the ~~microorganisms;~~general or specific market. While the Chinese economy has experienced significant growth in the past 30 years, growth has been uneven, both geographically and among various sectors of the economy. As the PRC economy has become increasingly linked with the global economy, China is affected in various respects by downturns and recessions of major economies around the world. The various economic and policy measures enacted by the PRC government to forestall economic downturns or bolster China’s economic growth could materially affect our business. Any adverse change in the economic conditions in China, in policies of the PRC government or in laws and regulations in China could have a material adverse effect on the overall economic growth of China and market demand for our outsourcing services. Such developments could adversely affect our businesses, lead to reduction in demand for our services and adversely affect our competitive position.

●The ~~Help~~PRC legal system is based on written statutes. Prior court decisions may be cited for reference but have limited precedential value. Since the ~~soil~~late ~~fix~~1970s, ~~nitrogen~~the PRC government has been building a comprehensive system of laws and regulations governing economic matters in general. The overall effect has been to significantly enhance the protections afforded to various forms of foreign investments in China. We conduct our business primarily through our WFOE, ~~dissolve~~the ~~phosphorus~~WFOE is established in China. These companies are generally subject to laws and ~~dissolution~~regulations applicable to foreign investment in China. However, since these laws and ~~better~~regulations ~~release~~are relatively new and the ~~nutrients~~PRC legal system continues to rapidly evolve, the interpretations of many laws, regulations and rules are not always uniform and enforcement of these laws, regulations and rules involves uncertainties, which may limit legal protections available to us. In addition, some regulatory requirements issued by certain PRC government authorities may not be consistently applied by other government authorities (including local government authorities), thus making strict compliance with all regulatory requirements impractical, or in some circumstances impossible. For example, we may have to resort to administrative and court proceedings to enforce the ~~soil;~~legal protection that we enjoy either by law or contract.

~~● Adsorb and passivate heavy metals and pesticide residues in soil;~~5

●Corporate ~~Enrich~~History ~~the mineral content of the soil, increase the organic matters in the soil~~ and ~~therefor increase the crop yield rate;~~Structure

●Kenongwo ~~Enhance~~Group ~~soil~~US, ~~permeability~~Inc. was incorporated in the State of Nevada on October 17, ~~increase~~2018. ~~crop~~On ~~root~~January ~~activity~~1, 2019, we acquired all the issued and ~~promote~~outstanding ~~photosynthesis;~~shares of Jiangxi Kenongwo pursuant to certain share transfer agreements with the two former shareholders of Jiangxi Kenongwo. The share transfer was completed on January 9, 2019. As a result, Jiangxi Kenongwo became our wholly-owned subsidiary.

●The ~~Increase~~following ~~significantly~~diagram ~~the~~illustrates our ~~protein,~~current ~~vitamin,~~corporate ~~and mineral contents of most fruits and vegetables;~~structure:

●Any ~~Increase~~risks ~~the~~that ~~water~~any ~~retention~~actions by ofthe ~~soil~~Chinese government to ~~help~~exert ~~plants~~more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers could significantly limit or completely hinder your ability to ~~resist~~offer ~~drought;~~securities to investors and cause the value of such securities to significantly decline or be worthless.

●Subject ~~Increase~~to ~~aeration~~the requirements and public policy considerations as stipulated under applicable PRC Laws relating to the enforceability of foreign court judgments, submission to foreign jurisdiction for dispute resolution and choice of law, and also subject to the ~~soil.~~conditions described under the caption “Enforceability of Civil Liabilities” in the Registration Statement and Prospectus, (i) the irrevocable submission of the Company to the jurisdiction of any courts in the United States, the waiver by the Company of any objection to the venue of a proceeding in any such court, the waiver and agreement not to plead an inconvenient forum, the waiver of sovereign immunity

4Under PRC Laws, neither the Material PRC Company, nor their respective properties, assets or revenues, are entitled to any right of immunity on the grounds of sovereignty or otherwise from any legal action, suit or proceeding, from set-off or counterclaim, from the jurisdiction of any court, from services of process, from attachment prior to or in aid of execution of any judgment, or from other legal processes or proceedings for the giving of any relief or for the enforcement of any judgment.

~~The following~~As ~~table~~a ~~summarizes~~company incorporated under the 15laws ~~products~~of Nevada, we ~~currently~~are ~~sell:~~classified as a foreign enterprise under PRC laws and regulations, and our wholly-owned PRC subsidiary, SRAS, is a foreign-invested enterprise, or a FIE.

Product		Function
Organic Bamboo Charcoal Fertilizers		Promote reproduction of probiotic strains around the roots of farm crops; adsorb and passivate heavy metals and pesticide residues in soil; enhance soil permeability, increase crop root activity; promote photosynthesis, increase organic components in soil.
Selenium-Rich Organic Bamboo Charcoal Fertilizers		Promote reproduction of probiotic strains around the roots of farm crops; adsorb and passivate heavy metals and pesticide residues in soil; increase organic components and selenium in soil; enhance crop’s ability to absorb nutrition in soil.
Water-Soluble Fertilizers (2.5L)*		Increase crops’ ability of resisting disease and harmful bacteria and thus prevent crops disease and improve crops health; promote crops growing and improve its quality.
Water-Soluble Fertilizers (1L)*		Increase crops’ ability of resisting disease and harmful bacteria and thus prevent crops disease and improve crops health; promote crops growing and improve its quality.
Water-Soluble Fertilizers (500ML)*		Increase crops’ ability of resisting disease and harmful bacteria and thus prevent crops disease and improve crops health; promote crops growing and improve its quality.
Water-Soluble Fertilizers (250ML)*		Increase crops’ ability of resisting disease and harmful bacteria and thus prevent crops disease and improve crops health; promote crops growing and improve its quality.
High-Concentration Foliage Fertilizers (100ml)*		Increase crops’ ability of resisting disease and harmful bacteria and thus prevent crops disease and improve crops health; increase selenium in soil which will lead to rich selenium in crops.
Household Foliage Fertilizers (1L)*		Promote the growth of green household plants and reduce pests and plant diseases.
Winter Fertilizers (40kg)*		Absorb and passivate heavy metals and pesticide residues in soil; increase organic components in soil; improve the living environment for probiotic strains in soil.
Winter Fertilizers (25kg)*		Absorb and passivate heavy metals and pesticide residues in soil; increase organic components in soil; improve the living environment for probiotic strains.
Oilseed Rape-Specific Fertilizers		Enhance soil permeability; absorb and passivate heavy metals and pesticide residues in soil; protect the environment.
Blueberry-Specific Fertilizer		Specifically designed for blueberry with low PH value and few organic materials; promote the growth of blueberry.
Vegetal Organic Fertilizers		Enhance soil permeability; absorb and passivate heavy metals and pesticide residues in soil; increase micro-nutrition elements in soil.
Organic Water-soluble Fertilizer		Promote the growth of plants and reduce pests and plant diseases. Provide abundant nutrition to the plant and prevent premature fruit drop.
Bamboo Asphaltene		Promote the growth of plants and reduce pests and plant diseases. Improve plants’ abilities to resist coldness and drought. Improve fruit quality.

All of our revenue is denominated in Renminbi while our financial reporting is in U.S. dollars. As a result, any significant fluctuation in exchange rates may cause us to incur currency exchange translation and harm our financial condition and results of operations.

*Movements in Renminbi exchange rates are affected by, among other things, changes in political and economic conditions and China’s foreign exchange regime and policy. The ~~units~~Renminbi ~~following~~has ~~each~~been ofunpegged ~~these~~from ~~fertilizers~~the ~~respectively~~U.S. ~~represent~~dollar since July 2005 and, although the ~~level~~People’s Bank of ~~concentration~~China ofregularly intervenes in the ~~effective~~foreign ~~substance~~exchange market to limit fluctuations in ~~each~~Renminbi ofexchange ~~these~~rates, ~~fertilizers~~the Renminbi may appreciate or depreciate significantly in value against the U.S. dollar in the medium to long term. Moreover, it is possible that the PRC authorities may lift restrictions on fluctuations in Renminbi exchange rates and lessen intervention in the foreign exchange market in the future.

~~Our~~To date, we have not entered ~~Technology~~into any hedging transactions in an effort to reduce our exposure to foreign currency exchange risk. While we may decide to enter into hedging transactions in the future, the availability and ~~Manufacturing~~effectiveness ~~Process~~of these hedges may be limited and we may not be able to adequately hedge our exposure or at all.

The ~~main~~ ~~raw~~M&A ~~materials~~Rules ~~that are used in our organic fertilizers include bamboo charcoal, bamboo vinegar, rapeseed dregs~~ and ~~organic selenium.~~certain ~~Bamboo~~other ~~charcoal~~PRC isregulations ~~carbonized~~may ~~from~~make ~~bamboo and~~ it ismore andifficult ~~excellent~~for ~~fertilizer~~us ~~carrier~~to ~~that~~pursue ~~can~~growth ~~slowly~~through ~~release the fertilizer substance and at the same time reduce the pollution in the soil~~acquisitions. ~~Bamboo~~Under ~~vinegar is a liquid obtained by condensing~~ the ~~water~~Enterprise ~~volatile~~Income ~~organics in~~Tax ~~Moso bamboo~~Law, ~~which is released during the high temperature pyrolysis through our patented technology. Our production procedure is~~we ~~scientifically~~may ~~designed~~be ~~and~~classified ~~its~~as ~~automated production line and quality control system ensures consistent high quality. Our automated production line for product processing is run by~~ a ~~central~~“Resident ~~control~~Enterprise” ~~system and only needs the input~~ of ~~control technicians~~China. ~~This~~Such ~~central~~classification ~~control system~~will ~~manages~~likely ~~the~~result ~~process~~in ofunfavorable ~~producing~~tax ~~products, including automatically feeding materials~~ consequences to ~~machines,~~us ~~blending materials~~ and ~~controlling other~~our ~~manufacturing,~~non-PRC ~~packaging~~shareholders and ~~stacking process. The machinery and vats for the line~~ have ~~been supplied by~~ a ~~local~~material ~~medical~~adverse ~~machinery manufacturer~~effect ~~and~~on ~~the automated control systems were developed by us. Our access rights management system ensures that~~ our ~~proprietary ingredient~~results ~~mixes are protected at all times. Also, by linking the computer server with the electronic weights on each~~ of ~~the~~operations ~~material input~~and ~~bins,~~ the ~~exact~~value ~~quantity~~ of ~~each~~your ~~element is delivered every time, thus maintaining quality and reducing waste~~investment. ~~We also plan to~~ ~~establish~~The anM&A ~~automatic production line controlled by a computer system to manage raw materials processing~~Rules, ~~which~~among ~~will~~other ~~control the process of fermenting and grinding raw materials~~things, ~~subject~~purport to ~~our~~require ~~securing~~CSRC ~~necessary~~approval ~~financing~~prior to ~~support this plan. Specifically, we plan to establish four automated production lines, including (1)~~ the ~~powder~~listing ~~fertilizer~~and ~~production~~trading ~~line,~~on ~~(2)~~an ~~the~~overseas ~~granular~~stock ~~fertilizer production~~exchange ~~line,~~of ~~(3)~~ the ~~liquid~~securities ~~water~~of ~~soluble~~an ~~fertilizer~~offshore ~~production~~special ~~line,~~purpose ~~and~~vehicle ~~(4)~~established ~~the~~or ~~powder~~controlled ~~water~~directly ~~soluble~~or ~~fertilizer~~indirectly ~~production~~by ~~line).~~the AsMaterial ofPRC ~~the~~Company ~~date~~or ofindividuals ~~this report, (3)~~ and ~~(4)~~formed ~~have~~for ~~been completed. In addition, we also installed~~ the ~~liquid~~purpose ~~raw~~of ~~material~~overseas ~~automatic~~listing ~~storage~~through ~~tank system,~~ the ~~palletizing~~acquisition ~~robot~~of ~~system~~PRC ~~and~~domestic ~~the~~interests ~~raw~~held ~~material~~by ~~weighing~~such ~~and~~Material PRC ~~batching~~Company ~~system~~or individuals.

~~Sales~~Based on our understanding of the explicit provisions under PRC Laws, and ~~Marketing~~assuming no offer, issuance or sale of the Common Shares has been or will be made directly or indirectly within the PRC, a prior approval from the CSRC is not required for the Offering. However, there are substantial uncertainties regarding the interpretation and application of the M&A Rules, other PRC Laws and future PRC laws and regulations, and there can be no assurance that any Governmental Agency will not take a view that is contrary to or otherwise different from our opinions stated herein. Subject to any applicable administrative procedures required by PRC Laws, and provided that all required Governmental Authorizations have been duly obtained, the due application of the net proceeds to be received by the Company from the issue Common Shares as disclosed in the Prospectus under the caption “Use of Proceeds” does not and immediately after the Offering will not contravene any applicable PRC Laws, the articles of association or the business licenses of the Material PRC Company, except for such contravention or default which would not be reasonably expected to have a Material Adverse Effect.

~~We believe~~The ~~that~~Company ~~our~~is ~~sales~~not ~~services,~~subject to ~~combined with~~ the ~~quality~~requirements ~~and reputation~~ of ~~our~~Cyberspace ~~products~~Administration ~~will~~of ~~help~~China us(“CAC”) ~~retain~~ and ~~attract~~specifically ~~new~~the ~~customers. Our~~cybersecurity ~~salesmen~~law, ~~are~~because ~~trained~~our tocompany is ~~work~~not ~~closely~~an ~~with~~Internet ~~distributors~~company and ~~customers~~does tonot ~~select~~have ~~suitable~~a ~~products~~large ~~and~~amount ~~provide~~of ~~post-sales~~customer ~~support. In addition~~data, ~~our~~so ~~salespersons~~it ~~share~~is ~~their~~not ~~knowledges~~subject into the ~~fertilizer~~Chinese ~~industry~~cybersecurity ~~through organizing and opening agricultural technology training courses to the public~~law.

~~China’s fertilizer~~The ~~market~~Company isor ~~highly~~our ~~commercialized~~subsidiary is ~~and~~required ~~therefore~~to weobtain ~~adopted~~from aChinese ~~multi-level~~authorities ~~brand strategy~~ to ~~target~~operate ~~different~~our ~~market~~business. ~~segments with~~The ~~tailored~~Material ~~products.~~PRC AtCompany ~~present,~~has ~~selenium-rich~~obtained ~~foliar~~all ~~fertilizer~~material ~~and~~Governmental Authorizations ~~bamboo~~necessary ~~charcoal~~for ~~biomass~~its ~~organic~~business ~~fertilizers~~operations ~~are~~and ~~marketed~~such asGovernmental ~~high-end products,~~Authorizations ~~compound~~are ~~fertilizers~~in asfull ~~intermediate~~force ~~products,~~and effect and ~~amino~~all ~~acid~~required Governmental ~~water-soluble~~Authorizations ~~fertilizers~~have asbeen ~~low-end~~duly ~~products~~obtained.

~~We distribute and sell our products to our end-customers through several different channels, including professional markets, sales department of our company and distributors:~~7

●Enforceability of ~~Professional~~Civil ~~Market: we built cooperation relationship with private agricultural companies and agricultural cooperative associations for sales;~~Liabilities

●All of ~~Sales~~our ~~Team:~~assets weare ~~have~~located aoutside ~~team~~the United States. In addition, all of 8our ~~marketing~~directors ~~leaders~~and ~~who~~officers are ~~responsible~~nationals ~~for~~and/or ~~collecting~~residents of jurisdictions other than the United States, and ~~correlating~~all ~~marketing~~or ~~data~~a ~~from~~substantial 27portion ~~provinces~~of insuch persons’ assets are located outside the ~~PRC~~United States. ~~and~~As ~~they~~a ~~are~~result, ~~professionally~~it ~~trained~~may be difficult for investors to ~~promote~~effect ~~and~~service ~~deliver~~of ~~products~~process within the United States upon us or such persons, or to enforce against them or against us, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state thereof. It may also be difficult for you to enforce judgments obtained in U.S. courts based on the civil liability provisions of the U.S. federal securities laws against us and our ~~customers;~~officers and directors.

●Industry ~~Third-party agent and distributors: we utilize various third-party agents and distributors to sell and distribute our products on a non-exclusive basis; and~~Overview

●Overview ~~E-commerce:~~of wethe PRC ~~have~~Fertilizer ~~established a national hotline (+86-400915217) to answer customers’ questions and a text message platform to interact with farmers in real time.~~Industry

6According to Gulf Petrochemicals & Chemicals Association, China is the biggest fertilizer producer and consumer in the world. Total fertilizer consumption in China represents around a third of global fertilizer use. According to China Fertilizers Market - Growth, Trends, And Forecasts (2019–2024) (source: www.mordorintelligence.com), the China fertilizers market is projected to grow at a compound annual growth rate (CAGR) of 0.62% during the forecast period, 2019-2024. The market growth is restrained by the Chinese government’s zero-growth policy and environmental protection policy system for rural areas and the agricultural sector, in order to control the pollution and achieve green development. The national policies prohibit the use of pesticides, and require organic fertilizers to replace chemical fertilizers. In 2020, there was zero-growth in fertilizer and pesticide consumption. The policymakers are adjusting fertilizer consumption structure and promoting accurate fertilization, improved fertilization, and use of more micronutrients and secondary fertilizers, as compared to straight fertilizers, particularly nitrogenous fertilizers. This policy is expected to provide a fillip to the growth of the market for bio-fertilizers in China.

~~We currently~~Increasing ~~sell~~Demand ~~our~~for ~~products~~Organic through a carefully constructed network covering approximately 300 regional distributors in over 20 provinces across China. The distributors, in turn, sell the products to smaller local retail stores which then sell them to end users (typically farmers). We do not grant provincial or regional exclusive rights because there is currently no single distributor strong enough to warrant exclusive rights. We enter into non-exclusive written distribution agreements with selected distributors who demonstrate their local business experience and extensive regional sales network. The agreements do not specify the length of the engagement. The typical terms in a distribution agreement are regarding the sales amount of the products, the specification of the products, the means of transportation and the place of products’ delivery. Although our distributors and agents also work with other fertilizer manufacturers to sell their products, we have established our reputation in the market and approximately 30% of the products sold by our distributors and agents were supplied by us. We also plan to work with overseas distributors, such as the distributors in Malaysia, to sell our products, especially our highBio-~~purity bamboo vinegar and organic selenium products.~~ fertilizers

ByAccording ~~using~~to ~~various~~the ~~channels~~Ministry toof ~~sell~~Agriculture of the People’s Republic of China (MOA), the use of organic fertilizers as a replacement for chemical fertilizers is one of the key points of agricultural supply-side structural reform in China, and ~~distribute~~it ~~our~~has ~~products~~a torestraining ~~customers~~influence on the growth of the chemical fertilizers market in China. The key crops used in the country for the trial fertilizer-replacement program are fruits, wevegetables, ~~can~~tea, ~~directly~~and ~~serve~~others. ~~our~~In ~~customers~~May 2016, the “Soil Pollution Prevention Action Plan” was issued to provide strong support for the promotion of organic fertilizer in the country. The government accords great importance to the production of organic fertilizers, and ~~end~~implements a tax exemption policy (implemented in 2016) for bio-~~customers~~organic byfertilizer products, providing further support ~~customer~~for ~~service~~the development of the organic fertilizer industry in China. The rising number of product innovations and ~~support~~activities in the organic fertilizer market in China act as a restraint to the chemical fertilizers market. All the products we currently sell qualify as the type of organic fertilizers discussed in this section.

~~Raw Materials and Suppliers~~8

~~Moso bamboo~~Our is the crucial raw material for the production of bamboo charcoal, bamboo vinegar and organic selenium. The Moso bamboo resources are abundant in Yichun City, Jiangxi Province and they can regenerate fast. We plan to grow Moso bamboos by ourselves in the future We have been working with 28 suppliers, including Binjiang Yinglan Construction Service Department at Yuanzhou District, Ms. Xueping Li and others to procure Moso bamboos.Products

We are committed to ensuring ~~have~~the ~~easy~~quality ~~access~~of our products and production is in compliance with GB/T19001-2016/ISO 9001: 2015 Standard Quality System, which is the standard system used by organizations to demonstrate their ability to consistently provide products and weservices ~~procure~~that meet customer and regulatory requirements and to demonstrate continuous improvement. GB/T19001-2016 is the ~~packaging~~China ~~materials~~national standard for quality management system requirements, including ~~bags~~the examination standards and packaging standards. ISO 9001: 2015 is the international standard that specifies requirements for a quality management system, ~~bottles~~covering a broad range of activities, services and ~~cartons~~products, from the procurement of raw materials to the release of final products. We aim to provide high-quality and ~~packaging~~environmental ~~labels~~friendly ~~for~~organic ~~each~~fertilizer ~~type~~to our customers. Our organic fertilizers are the products of natural decomposition and are easy for plants to absorb and digest. Our core products are bamboo charcoal biomass organic fertilizers, ~~from~~amino ~~local~~acid ~~manufacturers~~water-soluble fertilizers and ~~suppliers~~selenium-rich foliar fertilizers. The main raw materials used in these products are bamboo charcoal, bamboo vinegar, rapeseed dregs and organic selenium, which are mainly obtained through calcination, distillation, extraction of moso bamboo and transformation of other plants. Our products can be divided into three categories based on their functions: general-function fertilizers, specific-function fertilizers and crop-specific fertilizers.

~~The following~~1. ~~table~~General-Function ~~sets~~Fertilizers ~~forth~~- ~~information~~Bamboo ascharcoal tobiomass ~~each~~organic ~~supplier that accounted for 10% or more of the Company’s purchase for the years ended December 31, 2021 and December 31, 2020.~~fertilizer

Our general-function fertilizers ~~Customers~~can be applied to all kinds of crops to promote their growth. Bamboo charcoal biomass organic fertilizer is our flagship product under this category. Bamboo charcoal biomass organic fertilizer is developed on the basis of plant nutrition, soil biology and physical characteristics of the bamboo charcoal. Bamboo charcoal, one of the main components of bamboo charcoal biomass organic fertilizers, is carbonized from bamboo through our patented technology. We use bamboo charcoal, rapeseed dregs, bamboo vinegar liquid, amino acid, beneficial microbial flora and other metal ions (such as copper, iron, zinc and boron) as main raw materials and adopt international advanced production technology to compound them into the final product.

~~Our customers~~Growing ~~are~~in ~~mainly~~the ~~located~~natural inenvironment, bamboo ~~provinces~~absorbs a large amount of ~~Xinjiang,~~water-soluble ~~Guizhou,~~minerals ~~Jiangxi,~~such ~~Hainan~~as potassium, ~~Fujian~~sodium, ~~Chongqing~~calcium and ~~Jiangsu~~magnesium. These minerals will be dissolved and condensed in the bamboo charcoal after the bamboo is smoldered under high temperature.

~~The following~~(Structure ~~table sets forth information as to each customer that accounted for 10% or more~~ of ~~the~~bamboo ~~Company’s revenues for the years ended December 31, 2021 and December 31, 2020.~~charcoal)

	December 31,				December 31,
	2021				2020
Customers	Amount $		%		Amount $		%
Yijing (Hainan) Agricultural Development Co., Ltd.		82,413		15.18		123,641		29.74
Qing Wu		31,838		5.86		119,843		28.82

7Our bamboo charcoal biomass organic fertilizer can promote the reproduction of a large number of probiotic strains around the roots of farm crops, and meanwhile prevent the growth of harmful microorganisms, thus making the fertilizer to has functions of nitrogen fixation, phosphorus-dissolving and kalium-dissolving, among others. Our bamboo charcoal biomass organic fertilizer can also greatly improve the contents and effectiveness of the N, P, K, Ca, Fe and other elements in the soil. Bamboo charcoal itself can adsorb and passivate heavy metals and pesticide residues in the soil and therefore improve the quality of farm crops. In addition, bamboo charcoal can enhance the soil permeability, increase crop root activity, promote photosynthesis, maintain nutrient components in the soil, enhance crops’ resistance ability and prevent the occurrence of crop diseases and insect pests. When using our bamboo charcoal biomass organic fertilizer in acidic soil, the bamboo charcoal substance’s PH value can improve the acidity balance of the soil, making the soil more suitable for growing crops.

~~Competition~~Our general-function fertilizer products also include bamboo compound fertilizer and water-soluble fertilizer with amino acid.

~~The Chinese fertilizer industry is highly fragmented~~2. ~~Our~~Specific-Function ~~major competitors include the below:~~Fertilizers

1Our specific-function fertilizers are designed to provide specific benefits to crops. Our selenium-rich foliar fertilizers can promote the content of selenium in the final ~~Agritech~~agricultural ~~(China)~~products. ~~Fertilizer~~Selenium Cois an essential trace mineral that is important for many bodily processes. By adding organic selenium into our fertilizers and applying them to the crops, ~~Ltd~~selenium can be well absorbed and converted. In addition, the major components in our amino acid water-soluble fertilizers are bamboo vinegar. We mixed bamboo vinegar and other microelements, making our fertilizers rich of nutrition while adding no sterols of any kind. Bamboo vinegar can enhance plants’ abilities to absorb nutrition from soil and degrade the fertilizer residues. These fertilizers can be applied to the soil or sprayed on crops aboveground directly or indirectly in order to supply nutrients, increasing crop yields and improving product quality.

~~Agritech (China) Fertilizer Co~~3., ~~Ltd. is engaged in the research and development, manufacture, sales and technical support of hi~~Crop-~~tech~~Specific ~~green agricultural resources with green organic high-effect liquid compound fertilizer as its core product.~~Fertilizers

2We also provide fertilizers that are designed for specific crops based on soil tests. The use of soil tests can help determine the status of nutrients available ~~Qiqihaer~~to ~~Fuer~~plants ~~Agriculture~~in Cosoil, thus it develops fertilizer recommendations to achieve optimum crop production. For example, ~~Ltd~~we have designed and manufactured special fertilizer products for blueberries, ~~Heilongjiang~~dragon ~~Province~~fruits and jackfruits. The best soil for blueberries to grow is acidic with a PH scale of 4.3 to 5.3 and has an organic-material level of 8% to 12%. Our blueberry fertilizers can effectively resolve the imbalance between the PH scale and organic-material level.

~~Established~~China’s fertilizer inmarket ~~1986,~~is ~~Qiqihaer~~highly ~~Fuer~~commercialized ~~Agriculture~~and ~~Co.,~~therefore ~~Ltd.~~we isadopted ~~engaged~~a inmulti-level ~~research~~brand ~~and~~strategy ~~development,~~to ~~manufacture~~target ~~and~~different ~~sales~~market ofsegments ~~high-tech~~with ~~foliar fertilizers,~~tailored ~~compound~~products. ~~fertilizers~~At present, ~~biological~~selenium-rich ~~pesticide~~foliar fertilizer and ~~improved~~bamboo ~~seeds.~~charcoal ~~Its~~biomass ~~annual~~organic ~~production~~fertilizers ~~volume~~are ismarketed ~~approximately~~as 1high-end products,~~500~~ compound ~~metric~~fertilizers ~~tons~~as ~~for~~intermediate ~~foliar fertilizers~~products, and ~~10,000~~amino ~~metric~~acid ~~tons~~water-soluble ~~for~~fertilizers ~~compound~~as ~~fertilizers~~low-end products. We ~~are~~have ~~competing~~so ~~with~~far ~~this~~developed nearly ~~company~~20 ~~principally~~kinds inof products. In general, we believe our fertilizers have the ~~Heilongjiang~~following ~~province.~~characteristics and advantages:

~~3. Heze~~● ~~Exploitation~~Increase ~~Region~~the ~~Caozhou~~amount ~~Chamurgy~~of ~~Co.,~~probiotic ~~Ltd.~~strains and prevent the growth of harmful microorganisms;

~~The Heze~~● ~~Exploitation~~Help ~~Region~~the ~~Caozhou~~soil ~~Chamurgy~~fix ~~Co.~~nitrogen, ~~Ltd.~~dissolve isphosphorus anand ~~agricultural~~dissolution ~~products company. Its principal products include foliar, water flush, compound, organic fertilizer~~ and ~~pesticides.~~better ~~Its~~release ~~products~~the ~~are~~nutrients ~~sold~~ in 30the ~~provinces in China.~~soil;

~~4. Guangxi~~● ~~Beihai~~Adsorb ~~Penshibao~~and ~~Co.,~~passivate ~~Ltd.~~heavy metals and pesticide residues in soil;

~~Founded in~~● ~~1985,~~Enrich ~~Guangxi~~the ~~Beihai~~mineral ~~Penshibao~~content ~~Co.,~~of ~~Ltd.~~the issoil, aincrease ~~wholly~~the ~~foreign~~organic ~~owned~~matters ~~enterprise engaged~~ in ~~research,~~the ~~production,~~soil and ~~promotion~~therefor ofincrease ~~foliar fertilizer.~~the crop yield rate;

~~Our Strategies~~● Enhance soil permeability, increase crop root activity and ~~Competitive~~promote ~~Strength~~photosynthesis;

~~We intend~~● toIncrease ~~build~~significantly ~~upon~~the ~~our~~protein, ~~proven~~vitamin, ~~ability to produce high-quality organic fertilizer~~ and ~~increase~~mineral ~~our~~contents ~~presence and market share in the agriculture industry. The summary~~ of ~~our~~most ~~competitive~~fruits ~~strength~~and ~~is as follows:~~vegetables;

~~Products with~~● ~~Selenium~~Increase the water retention of soil to help plants to resist drought; and

~~Selenium is~~● anIncrease ~~essential~~aeration ~~trace mineral that is important for many bodily processes. Our factory is located in an area that has high level~~ of ~~selenium in soil and water which provides us~~ the ~~advantage of manufacturing selenium-rich fertilizer products~~soil. ~~By adding organic selenium into our fertilizers and applying them to the crops, selenium can be well absorbed and converted, making the final agricultural products rich of selenium.~~

~~Nationwide Distribution Network~~10

~~We have~~The ~~established~~following ~~our~~table ~~own distribution channels with approximately 300 distributors in over 20 provinces in China, enabling our products~~summarizes ~~to be sold to retail stores across~~ the ~~country.~~15 Weproducts ~~are continuing expanding our distribution network through developing more distributors and~~ we ~~plan~~currently to sell ~~our fertilizers to more provinces in China.~~:

Powerful Research & Development (“R&D”) Strength

Product		Function
Organic Bamboo Charcoal Fertilizers		Promote reproduction of probiotic strains around the roots of farm crops; adsorb and passivate heavy metals and pesticide residues in soil; enhance soil permeability, increase crop root activity; promote photosynthesis, increase organic components in soil.

Selenium-Rich Organic Bamboo Charcoal Fertilizers		Promote reproduction of probiotic strains around the roots of farm crops; adsorb and passivate heavy metals and pesticide residues in soil; increase organic components and selenium in soil; enhance crop’s ability to absorb nutrition in soil.

Water-Soluble Fertilizers (2.5L)*		Increase crops’ ability of resisting disease and harmful bacteria and thus prevent crops disease and improve crops health; promote crops growing and improve its quality.

Water-Soluble Fertilizers (1L)*		Increase crops’ ability of resisting disease and harmful bacteria and thus prevent crops disease and improve crops health; promote crops growing and improve its quality.

Water-Soluble Fertilizers (500ML)*		Increase crops’ ability of resisting disease and harmful bacteria and thus prevent crops disease and improve crops health; promote crops growing and improve its quality.

Water-Soluble Fertilizers (250ML)*		Increase crops’ ability of resisting disease and harmful bacteria and thus prevent crops disease and improve crops health; promote crops growing and improve its quality.

High-Concentration Foliage Fertilizers (100ml)*		Increase crops’ ability of resisting disease and harmful bacteria and thus prevent crops disease and improve crops health; increase selenium in soil which will lead to rich selenium in crops.

Household Foliage Fertilizers (1L)*		Promote the growth of green household plants and reduce pests and plant diseases.

Winter Fertilizers (40kg)*		Absorb and passivate heavy metals and pesticide residues in soil; increase organic components in soil; improve the living environment for probiotic strains in soil.

Winter Fertilizers (25kg)*		Absorb and passivate heavy metals and pesticide residues in soil; increase organic components in soil; improve the living environment for probiotic strains.

Oilseed Rape-Specific Fertilizers		Enhance soil permeability; absorb and passivate heavy metals and pesticide residues in soil; protect the environment.

Blueberry-Specific Fertilizer		Specifically designed for blueberry with low PH value and few organic materials; promote the growth of blueberry.

Vegetal Organic Fertilizers		Enhance soil permeability; absorb and passivate heavy metals and pesticide residues in soil; increase micro-nutrition elements in soil.

Organic Water-soluble Fertilizer		Promote the growth of plants and reduce pests and plant diseases. Provide abundant nutrition to the plant and prevent premature fruit drop.

Bamboo Asphaltene		Promote the growth of plants and reduce pests and plant diseases. Improve plants’ abilities to resist coldness and drought. Improve fruit quality.

~~It typically~~* ~~takes~~The usunits ~~three~~following toeach ~~six~~of ~~months~~these ~~from~~fertilizers ~~designing~~respectively arepresent ~~product~~the tolevel ~~putting~~of itconcentration ~~into~~of ~~production. Our R&D department is based on our intelligent greenhouse facilities which simulate~~ the ~~natural~~effective ~~environment~~substance ~~and soil conditions~~ in ~~different~~each ~~seasons. Our laboratory work, therefore, can accelerate the product development cycle. We are now able to design and provide customized fertilizers products based the specific crop, type~~ of ~~soil~~these ~~and weather conditions, allowing us to diversify our~~ fertilizers ~~to offer more options to our customers~~.

~~Automatic Production Line~~11

Our ~~automated~~ ~~production~~Technology ~~line for product processing is run by a central control system~~ and ~~only~~Manufacturing needs the input of control technicians. This central control system manages the process of producing products, including automatically feeding materials to machines, blending materials and controlling other manufacturing, packaging and stacking process. We also plan to establish an automatic production line controlled by a computer system to manage raw materials processing, including fermenting and grinding raw materials, subject to our securing of a future financing. Specifically, we plan to establish four automated production line, including (1) the powder fertilizer production line, (2) the granular fertilizer production line, (3) the liquid water-soluble fertilizer production line, and (4) the powder water soluble fertilizer production line). As of the date of this report, (3) and (4) have been completed. Also, our specialized bamboo charcoal production line is patented (patent number: ZL 2017 2 1264881.3).Process

8The main raw materials that are used in our organic fertilizers include bamboo charcoal, bamboo vinegar, rapeseed dregs and organic selenium. Bamboo charcoal is carbonized from bamboo and it is an excellent fertilizer carrier that can slowly release the fertilizer substance and at the same time reduce the pollution in the soil. Bamboo vinegar is a liquid obtained by condensing the water volatile organics in Moso bamboo, which is released during the high temperature pyrolysis through our patented technology. Our production procedure is scientifically designed and its automated production line and quality control system ensures consistent high quality. Our automated production line for product processing is run by a central control system and only needs the input of control technicians. This central control system manages the process of producing products, including automatically feeding materials to machines, blending materials and controlling other manufacturing, packaging and stacking process. The machinery and vats for the line have been supplied by a local medical machinery manufacturer and the automated control systems were developed by us. Our access rights management system ensures that our proprietary ingredient mixes are protected at all times. Also, by linking the computer server with the electronic weights on each of the material input bins, the exact quantity of each element is delivered every time, thus maintaining quality and reducing waste. We also plan to establish an automatic production line controlled by a computer system to manage raw materials processing, which will control the process of fermenting and grinding raw materials, subject to our securing necessary financing to support this plan. Specifically, we plan to establish four automated production lines, including (1) the powder fertilizer production line, (2) the granular fertilizer production line, (3) the liquid water soluble fertilizer production line, and (4) the powder water soluble fertilizer production line). As of the date of this report, (3) and (4) have been completed. In addition, we also installed the liquid raw material automatic storage tank system, the palletizing robot system and the raw material weighing and batching system.

~~After-sales Service~~Sales and Marketing

~~Our~~ We believe that our sales services, ~~personnel~~combined ~~speak~~with ~~local~~the ~~dialects~~quality and ~~are~~reputation ~~familiar~~of ~~with~~our ~~local~~products ~~farmers’~~will ~~needs.~~help Weus ~~have~~retain ~~one~~and ~~district~~attract ~~manager~~new ~~responsible~~customers. ~~for~~Our ~~all~~salesmen are trained ~~the~~to ~~marketing~~work ~~personnel~~closely with distributors and ~~services~~customers into ~~each~~select ~~region~~suitable products and provide post-sales support. WeIn ~~believe~~addition, our ~~strong~~salespersons share ~~on-site~~their ~~marketing~~knowledges ~~team~~in ~~with~~the ~~emphasis~~fertilizer onindustry ~~after-sale~~through ~~services separates~~organizing usand ~~from~~opening ~~our~~agricultural ~~competitors~~technology training courses to the public.

~~Intellectual~~China’s fertilizer ~~Property~~market is highly commercialized and therefore we adopted a multi-level brand strategy to target different market segments with tailored products. At present, selenium-rich foliar fertilizer and bamboo charcoal biomass organic fertilizers are marketed as high-end products, compound fertilizers as intermediate products, and amino acid water-soluble fertilizers as low-end products.

We ~~develop~~ distribute and ~~protect~~sell our products ~~intellectual~~to ~~property~~our ~~portfolio~~end-customers bythrough ~~registering~~several ~~our~~different ~~trademarks~~channels, ~~copyrights and~~ ~~domain~~including ~~names.~~professional ~~As of the date of this report~~markets, wesales ~~have~~department ~~four registered trademarks with the Trademark Office~~ of ~~the~~our ~~PRC~~company ~~State Administration for Industry & Commerce with an effective period from July 7, 2018 to July 6, 2028~~ and ~~one domain name (www.jxknw.com)~~ ~~with Ministry of Industry and Information Technology with effective periods from February 28, 2018 to February 28, 2028.~~distributors:

~~In addition,~~● Professional Market: we ~~own~~built ~~the~~cooperation ~~below~~relationship ~~patents~~with ~~(including~~private ~~six~~agricultural ~~pending~~companies ~~patents):~~and agricultural cooperative associations for sales;

No.		Patent Name		Patent Number		Effective Period
1		Multi-Functional High-Efficiency Bamboo Charcoal Production Device		ZL 2017 2 1264881.3		2017-2037

●

Sales Team: we have a team of 8 marketing leaders who are responsible for collecting and correlating marketing data from 27 provinces in the PRC and they are professionally trained to promote and deliver products to our customers;

No.	Name of the Pending Patent	Number of the Pending Patent	Status
1	High-Nutrition Water-Soluble Fertilizer	2017 11 487709.9	In review
2	High-Nutrition Granular Organic Fertilizer	2017 10 904274.7	In review
3	Multi-Functional High-Efficiency Bamboo Charcoal Production Device	2017 10904098.7	In review
4	Blueberry-Specific Fertilizer	2017 11 487757.8	In review
5	Application of a powder and fertilizer preparation method	202010636540.4	In review
6	A 20-month method to ensure fruit hanging and branches control for Fertile oranges	202011272902.2	In review

●

Third-party agent and distributors: we utilize various third-party agents and distributors to sell and distribute our products on a non-exclusive basis; and

~~We also~~● ~~protect~~E-commerce: ~~our~~we ~~intellectual~~have ~~property~~established ~~rights~~a ~~contractually~~national ~~through~~hotline ~~entering~~(+86-400915217) ~~into~~to ~~confidentiality~~answer ~~agreement.~~customers’ ~~All~~questions ~~of our R&D~~ and ~~execution personnel~~a ~~has~~text ~~entered~~message ~~into~~platform ~~confidentiality~~to ~~agreements~~interact with ~~us.~~farmers ~~Furthermore, it is contractually agreed that any work product is owned by the Company. We have further taken steps to restrict the number of persons involving~~ in ~~production.~~real ~~Instead of providing production personnel with the list of fertilizer ingredients, we give them the digit codes representing the ingredients to better protect the formula of our fertilizers~~time.

~~Seasonality~~12

We ~~experience~~ ~~seasonality~~currently insell our ~~business,~~products through ~~reflecting~~a carefully constructed ~~seasonal~~network ~~fluctuations~~covering approximately 300 regional distributors in ~~food~~over ~~productions~~20 ~~and~~provinces ~~storages~~across China. The ~~For~~distributors, ~~example~~in turn, wesell ~~generally~~the products to smaller local retail stores which then sell them to end users (typically farmers). We ~~experience~~do ~~higher~~not ~~transaction~~grant ~~volumes~~provincial ~~during~~or ~~spring~~regional ~~and~~exclusive ~~fall~~rights because there is currently no single distributor strong enough to warrant exclusive rights. ~~Our~~We ~~water~~enter into non-~~soluble~~exclusive ~~fertilizers~~written ~~have~~distribution aagreements ~~steady~~with ~~sale~~selected ~~volume~~distributors ~~throughout~~who demonstrate their local business experience and extensive regional sales network. The agreements do not specify the length of the engagement. The typical terms in a distribution ~~year~~agreement are regarding the sales amount of the products, ~~but~~the specification of the products, the means of transportation and the place of products’ delivery. Although our ~~selenium-rich~~distributors ~~foliar~~and ~~fertilizers~~agents ~~usually~~also ~~become~~work ~~more~~with ~~popular~~other ~~one~~fertilizer ~~month~~manufacturers ~~before~~to sell their products, we have established our reputation in the ~~crops~~market ~~are~~and ~~ready~~approximately to30% beof ~~harvested~~the asproducts ~~that~~sold by our distributors and agents were supplied isby ~~the~~us. ~~best~~We ~~time~~also plan to ~~apply~~work with overseas distributors, such as the ~~selenium~~distributors in Malaysia, to sell our products, especially our high-~~rich~~purity bamboo ~~foliar~~vinegar ~~fertilizers~~and organic selenium products.

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

AsRaw ofMaterials ~~the date of this report, we have 57 full-time employees~~ and 21 part-time employees. The departments cover, sales and marketing, administration, customer service, accounting, design, research and development and human resources. We are required under PRC law to make contributions to employee benefit plans for our PRC-based full-time employees at specified percentages of the salaries, bonuses and certain allowances of such employees, up to a maximum amount specified by the local governments in China and we also are required to make contributions to the work-related injury insurance for the part-time employees. We maintain a good working relationship with our employees, and as of the date of this report, we have not experienced any material labor disputes in the past. None of our employees are represented by labor unions.Suppliers

9Moso bamboo is the crucial raw material for the production of bamboo charcoal, bamboo vinegar and organic selenium. The Moso bamboo resources are abundant in Yichun City, Jiangxi Province and they can regenerate fast. We plan to grow Moso bamboos by ourselves in the future We have been working with 8 suppliers, including Binjiang Yinglan Construction Service Department at Yuanzhou District, Ms. Xueping Li and others to procure Moso bamboos.

~~Environmental~~We have easy access to and ~~Law~~we ~~Compliance~~procure the packaging materials, including bags, bottles and cartons, and packaging labels for each type of fertilizers from local manufacturers and suppliers.

~~We believe~~The ~~that~~following ~~our~~table ~~manufacturing facilities are currently operating under compliance with provincial and central environmental laws in~~sets ~~the~~forth ~~PRC.~~information Weas ~~plan~~ to ~~continue~~each ~~acquiring~~supplier ~~environmental-oriented~~that ~~equipment~~accounted ~~and incurring the expenditures we deem necessary~~ for ~~compliance with~~10% ~~applicable~~or ~~laws.~~more ~~Expenditures~~of ~~relating~~the toCompany’s ~~compliance~~purchase for ~~operating facilities incurred in~~ the ~~past~~years ~~have~~ended ~~not~~December ~~significantly affected~~31, ~~our~~2022 ~~capital~~and ~~expenditures~~December 31, ~~earnings or competitive position~~2021.

~~Insurance~~Our Suppliers

We provide social security insurance including medical insurance, maternity insurance, workplace injury insurance, unemployment insurance and pension benefits for our employees. Consistent with customary industry practice in China, we do not maintain business interruption insurance, nor do we maintain product liability insurance or key-man life insurance.

	December 31,				December 31,
	2022				2021
Supplier	Amount $		%		Amount $		%
Bozhou Lifeng Organic Fertilizer Technology Co., Ltd		1,800,011		35.75		-		-
Yifeng Ronghua Carbon Industry Co., Ltd		544,984		10.82		-		-

~~Regulations on~~Our ~~Fertilizer License~~ Customers

~~The examination~~Our ~~and~~customers ~~approval~~are ofmainly located ~~fertilizer~~in ~~license~~provinces ~~is based on Article 25~~ of ~~the~~Xinjiang, ~~Agricultural~~Guizhou, ~~Law~~Jiangxi, ofHainan, ~~the People’s Republic of China~~Fujian, ~~the~~ ~~Management~~Chongqing ~~for the Administration of Fertilizer Registration (Order No. 32~~ and NoJiangsu. 38 by the Ministry of Agriculture), and the Requirements for Fertilizer Registration Materials (Publication No. 161 from the Ministry of Agriculture). Organic fertilizers are required to be registered with provincial agricultural department.

~~There are~~The ~~four~~following ~~examination~~table ~~and~~sets forth ~~approval~~information ~~requirements~~as ~~for~~to ~~obtaining~~each acustomer ~~fertilizer~~that ~~license:~~accounted ~~(1) a valid business license issued by Administration~~ for ~~Industry~~10% ~~and~~or ~~Commerce,~~more of ~~which~~ the ~~business~~Company’s ~~scope~~revenues ~~shall~~for ~~cover~~ the ~~industry~~years ofended ~~fertilizer;~~December ~~(2) products must comply with relevant requirements of laws~~31, ~~regulations and relevant national policies (such as safety and environmental protection); (3) product quality must~~ ~~comply~~2022 ~~with national standards, industry standards, local standards or enterprise standards approved by the quality supervision department;~~ and ~~(4)~~December ~~application materials must be true~~31, ~~legal, complete and effective~~2021.

Our products and services are subject to the regulation of the government agencies of China and Jiangxi Province.

	December 31,				December 31,
	2022				2021
Customers	Amount $		%		Amount $		%
Jiangxi Zhensen Agricultural Technology Co., Ltd		1,844,301		24.14		-		-
Jiangxi Yebao Technology Co., Ltd		1,606,286		21.03		-		-
Hainan Yijing Agricultural Development Co., Ltd		917,409		12.01		82,413		15.18
Jiangxi Menglai Agricultural Development Co., Ltd		767,712		10.05		-		-

To produce amino acid water-soluble fertilizers, a fertilizer registration certificate must be issued by the Agricultural Ministry of the People’s Republic of China. Our fertilizer registration certificate is numbered Nong Fei (2018) Zhun No. 7964, expiring in February 2023.13

To produce powder or granular organic fertilizers, a fertilizer registration certificate of Jiangxi Province is required, to be reviewed and issued by Yichun Fertilizer Registration Review Committee. Our fertilizer registration certificate is numbered Gan Nong Fei (2017) Zhun No. C0035, expiring in October 2022.Competition

~~All of~~The ~~our~~Chinese fertilizer ~~products~~industry is ~~currently~~highly ~~have~~fragmented. ~~valid~~Our ~~five-year~~major ~~fertilizer~~competitors ~~licenses~~include ~~that are renewable upon~~ the ~~expiration date.~~below:

~~Reverse~~1. Agritech (China) ~~Split~~Fertilizer Co., Ltd.

~~On November~~Agritech 1(China) Fertilizer Co., ~~2021~~Ltd. is engaged in the research and development, ~~FINRA~~manufacture, ~~announced~~sales aand 1technical support of hi-~~for-10~~tech ~~reverse~~green ~~split~~agricultural resources ofwith ~~our~~green ~~then~~organic ~~issued~~high-effect ~~and~~liquid ~~outstanding~~compound ~~common~~fertilizer ~~shares~~as its core product.

102. Qiqihaer Fuer Agriculture Co., Ltd, Heilongjiang Province

~~ITEM~~Established 1Ain 1986, Qiqihaer Fuer Agriculture Co., ~~RISK~~Ltd. ~~FACTORS~~is engaged in research and development, manufacture and sales of high-tech foliar fertilizers, compound fertilizers, biological pesticide and improved seeds. Its annual production volume is approximately 1,500 metric tons for foliar fertilizers and 10,000 metric tons for compound fertilizers. We are competing with this company principally in the Heilongjiang province.

~~Risk~~3. Heze Exploitation ~~Factor~~Region ~~Summary~~Caozhou Chamurgy Co., Ltd.

The ~~following~~Heze ~~are~~Exploitation ~~some~~Region ~~material~~Caozhou ~~risks~~Chamurgy Co., ~~any~~Ltd. ofis ~~which~~an ~~could~~agricultural ~~have~~products ancompany. ~~adverse~~Its ~~effect~~principal onproducts ~~our~~include ~~business~~foliar, ~~financial~~water flush, ~~condition~~compound, ~~operating~~organic ~~results, or~~fertilizer ~~prospects~~and pesticides. Its products are sold in 30 provinces in China.

●4. ~~Risks~~Guangxi ~~Relating~~Beihai Penshibao toCo., ~~Our Business and Industry~~Ltd.

oFounded in ~~Our~~1985, ~~fertilizer~~Guangxi ~~business~~Beihai isPenshibao ~~seasonal~~Co., ~~and~~Ltd. ~~affected~~is bya ~~factors~~wholly ~~beyond~~foreign ~~our~~owned ~~control,~~enterprise ~~which~~engaged ~~may~~in ~~cause~~research, ~~our~~production, ~~sales~~ and ~~operating~~promotion ~~results~~of ~~to fluctuate significantly;~~foliar fertilizer.

oOur ~~Competition~~Strategies ~~in fertilizer~~ and ~~agricultural~~Competitive ~~industrial products is intense and requires continuous technological development;~~Strength

oWe Ifintend weto ~~are~~build ~~unable~~upon our proven ability to ~~compete~~produce ~~successfully~~high-quality ~~with~~organic ~~our~~fertilizer ~~competitors,~~and increase our ~~financial~~presence ~~condition~~ and ~~results~~market share in the agriculture industry. The summary of ~~operations~~our ~~may~~competitive bestrength ~~harmed;~~is as follows:

oProducts ~~The~~with ~~loss of any of our key suppliers and/or customers could have a materially adverse effect;~~Selenium

oSelenium ~~Our~~is ~~product~~an ~~development~~essential trace ~~cycle~~mineral that is ~~lengthy~~important for many bodily processes. Our factory is located in an area that has high level of selenium in soil and ~~uncertain;~~water which provides us the advantage of manufacturing selenium-rich fertilizer products. By adding organic selenium into our fertilizers and applying them to the crops, selenium can be well absorbed and converted, making the final agricultural products rich of selenium.

oNationwide WeDistribution ~~depend on our key personnel and research employees and we may be adversely affected if we are unable to attract and retain qualified scientific and business personnel;~~Network

o We have aestablished ~~limited~~our ~~operating~~own distribution ~~history~~channels with approximately 300 distributors in ~~market~~over 20 provinces in China, ~~which~~enabling ~~makes~~our itproducts ~~difficult~~to be sold to ~~evaluate~~retail ~~future~~stores across ~~prospects;~~the country. We are continuing expanding our distribution network through developing more distributors and we plan to sell our fertilizers to more provinces in China.

oPowerful ~~Our~~Research ~~auditor~~& ~~has~~Development ~~expressed substantial doubt about our ability to continue as a going concern;~~(“R&D”) Strength

oIt ~~Any~~typically ~~failure~~takes ofus ~~any~~three to ofsix ~~our~~months ~~key~~from ~~suppliers~~designing a product to ~~deliver~~putting ~~necessary~~it ~~materials~~into ~~could~~production. ~~result~~Our inR&D ~~delays~~department inis based on our ~~products~~intelligent greenhouse facilities which simulate the natural environment and soil conditions in different seasons. Our laboratory work, therefore, can accelerate the product development orcycle. ~~marketing~~We ~~schedules;~~are now able to design and provide customized fertilizers products based the specific crop, type of soil and weather conditions, allowing us to diversify our fertilizers to offer more options to our customers.

oAutomatic IfProduction ~~we do not compete effectively, our results of operations could be harmed;~~Line

oOur Ifautomated weproduction line ~~fail~~for product processing is run by a central control system and only needs the input of control technicians. This central control system manages the process of producing products, including automatically feeding materials to ~~promote~~machines, blending materials and ~~maintain~~controlling other ~~our~~manufacturing, ~~brand~~packaging inand stacking process. We also plan to establish an ~~effective~~automatic production line controlled by a computer system to manage raw materials processing, including fermenting and ~~cost-efficient~~grinding ~~way~~raw materials, subject to our ~~business~~securing of a future financing. Specifically, we plan to establish four automated production line, including (1) the powder fertilizer production line, (2) the granular fertilizer production line, (3) the liquid water-soluble fertilizer production line, and ~~results~~(4) the powder water soluble fertilizer production line). As of ~~operations~~the ~~may~~date beof ~~harmed;~~this report, (3) and (4) have been completed. Also, our specialized bamboo charcoal production line is patented (patent number: ZL 2017 2 1264881.3).

~~o Failure to maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act could have a material adverse effect on our business and operating results;~~14

oAfter-sales ~~If one or more of our key executives were unable or unwilling to continue in their present positions, our business may be severely disrupted;~~Service

oOur ~~Competition~~sales ~~for~~personnel ~~employees~~speak local isdialects ~~intense,~~ and weare ~~may~~familiar ~~not~~with belocal ~~able~~farmers’ toneeds. ~~attract~~We ~~and~~have ~~retain~~one district manager responsible for all the ~~qualified~~marketing personnel and ~~skilled~~services ~~employees~~in ~~needed~~each toregion. ~~support~~We believe our ~~business;~~strong on-site marketing team with emphasis on after-sale services separates us from our competitors.

oIntellectual ~~Increases in labor costs in the PRC may adversely affect our business and results of operations;~~Property

o We dodevelop ~~not~~and protect our intellectual property portfolio by registering our trademarks, copyrights and domain names. As of the date of this report, we have four ~~any~~registered ~~business~~trademarks ~~insurance~~with ~~coverage;~~the Trademark Office of the PRC State Administration for Industry & Commerce with an effective period from July 7, 2018 to July 6, 2028 and one domain name (www.jxknw.com) with Ministry of Industry and Information Technology with effective periods from February 28, 2018 to February 28, 2028. Six trademarks and two trademarks pending application.

oIn Weaddition, ~~face~~we ~~risks~~own ~~related~~the tobelow patents ~~natural~~(including ~~disasters,~~four ~~health~~pending ~~epidemics and other outbreaks;~~patents):

o We may be subject to the general risks underlying the agriculture industry in PRC market;

No.	Patent Name	Patent Number	Effective Period
1	Multi-Functional High-Efficiency Bamboo Charcoal Production Device	ZL 2017 2 1264881.3	2017-2037
2	A long-acting organic composite fertilizer for lychee made from sugarcane bagasse and its preparation method	201410397202.4	2014-2034

o We may be adversely affected by global economic conditions;

No.	Name of the Pending Patent	Number of the Pending Patent	Status
1	Calcium fertilizer and its preparation method	202111667065.8	In review
2	Planting methods of selenium rich pineapple	202111542541.3	In review
3	Multi-Functional High-Efficiency Bamboo Charcoal Production Device	2017 10904098.7	In review
4	A 20-month method to ensure fruit hanging and branches control for Fertile oranges	202011272902.2	In review

oWe ~~Changes~~also inprotect ~~laws~~our intellectual property rights contractually through entering into confidentiality agreement. All of our R&D and ~~regulations~~execution personnel has entered into confidentiality agreements with us. Furthermore, it is contractually agreed that any work product is owned by the Company. We have further taken steps to ~~which~~restrict wethe ~~are~~number ~~subject~~of ~~may~~persons ~~materially~~involving ~~increase~~in ~~our~~production. ~~costs~~Instead of ~~operation~~providing production personnel with the list of fertilizer ingredients, ~~decrease~~we ~~our~~give ~~operating~~them ~~revenues~~the ~~and~~digit ~~disrupt~~codes representing the ingredients to better protect the formula of our ~~business;~~fertilizers.

~~o The overall agricultural industry is susceptible to commodity price changes and we, along with our customers and grower customers, are exposed to market risks from changes in commodity prices;~~Seasonality

oWe ~~Failure~~experience toseasonality in ~~maintain~~our orbusiness, ~~enhance~~reflecting ~~our~~seasonal ~~brands~~fluctuations orin ~~image~~food ~~could~~productions and storages. For example, we generally experience higher transaction volumes during spring and fall. Our water-soluble fertilizers have a ~~material~~steady ~~and~~sale ~~adverse~~volume ~~effect~~throughout onthe year, but our ~~business~~selenium-rich ~~and~~foliar fertilizers ~~results~~usually ofbecome ~~operations;~~more popular one month before the crops are ready to be harvested as that is the best time to apply the selenium-rich foliar fertilizers.

~~o Any failure to protect our trademarks and other intellectual property rights could have a negative impact;~~Employees

oAs ~~Increases~~of inthe ~~labor~~date ~~costs~~of this report, we have 54 full-time employees and 6 part-time employees. The departments cover, sales and marketing, administration, customer service, accounting, design, research and development and human resources. We are required under PRC law to make contributions to employee benefit plans for our PRC-based full-time employees at specified percentages of the salaries, bonuses and certain allowances of such employees, up to a maximum amount specified by the local governments in China and we also are required to make contributions to the ~~PRC~~work-related injury ~~may~~insurance ~~adversely~~for ~~affect~~the part-time employees. We maintain a good working relationship with our ~~business~~employees, and as of the date of this report, we have not experienced any material labor disputes in the past. None of our ~~profitability;~~employees are represented by labor unions.

~~o We lease our factory and the land where it locates and may experience risks relating to lease termination and increase of lease expenses;~~15

11Environmental Law Compliance

●We ~~Risks~~believe ~~Relating~~that our manufacturing facilities are currently operating under compliance with provincial and central environmental laws in the PRC. We plan to ~~Doing~~continue ~~Business~~acquiring environmental-oriented equipment and incurring the expenditures we deem necessary for compliance with applicable laws. Expenditures relating to compliance for operating facilities incurred in ~~China~~the past have not significantly affected our capital expenditures, earnings or competitive position.

~~o Changes in China’s economic, political or social conditions or government policies could have a material adverse effect on our business and operations;~~Insurance

oWe ~~Uncertainties~~provide social security insurance including medical insurance, maternity insurance, workplace injury insurance, unemployment insurance and pension benefits for our employees. Consistent with ~~respect~~customary toindustry ~~the~~practice ~~PRC~~in ~~legal~~China, ~~system~~we ~~could~~do ~~adversely~~not ~~affect~~maintain ~~us;~~business interruption insurance, nor do we maintain product liability insurance or key-man life insurance.

oRegulations ~~You may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing actions in China against us or our management named in this report based~~ on Fertilizer ~~foreign laws;~~License

oThe examination Weand ~~may~~approval ~~rely~~of fertilizer license is based on ~~dividends~~Article ~~and~~25 ~~other~~of ~~distributions~~the onAgricultural ~~equity~~Law ~~paid~~of bythe ~~our~~People’s ~~PRC~~Republic ~~subsidiaries~~of toChina, the ~~fund~~Management ~~any~~for ~~cash~~the ~~and~~Administration ~~financing~~of ~~requirements~~Fertilizer weRegistration ~~may~~(Order ~~have,~~No. 32 and ~~any~~No. ~~limitation~~38 onby the ~~ability~~Ministry of ~~our~~Agriculture), ~~PRC~~and ~~subsidiaries~~the toRequirements for ~~make~~Fertilizer ~~payments~~Registration toMaterials us(Publication ~~could~~No. ~~have~~161 afrom ~~material~~the ~~and~~Ministry ~~adverse~~of ~~effect~~Agriculture). onOrganic ~~our~~fertilizers ~~ability~~are required to ~~conduct~~be registered ~~our~~with ~~business;~~provincial agricultural department.

oThere are ~~Our~~four ~~employment~~examination ~~practices~~and ~~may~~approval berequirements ~~adversely~~for ~~impacted~~obtaining ~~under~~a fertilizer license: (1) a valid business license issued by Administration for Industry and Commerce, of which the ~~labor~~business ~~contract~~scope ~~law~~shall cover the industry of fertilizer; (2) products must comply with relevant requirements of laws, regulations and relevant national policies (such as safety and environmental protection); (3) product quality must comply with national standards, industry standards, local standards or enterprise standards approved by the ~~PRC~~quality supervision department; and (4) application materials must be true, legal, complete and effective.

oOur products ~~Non-compliance~~and ~~with~~services ~~labor-related~~are ~~laws~~subject ~~and~~to ~~regulations~~the regulation of the ~~PRC~~government ~~may~~agencies ~~have~~of anChina ~~adverse impact on our financial condition~~ and ~~results~~Jiangxi ~~of operation;~~Province.

~~o The custodians or authorized users~~ All of our ~~controlling~~fertilizer ~~non-tangible~~products ~~assets,~~currently ~~including~~have ~~chops~~valid ~~and~~five-year ~~seals,~~fertilizer ~~may~~licenses ~~fail~~that toare ~~fulfill~~renewable ~~their~~upon ~~responsibilities,~~the orexpiration ~~misappropriate or misuse these assets;~~date.

oReverse ~~Fluctuations in exchange rates could have a material and adverse effect on our results of operations and the value of your investment;~~Split

oOn November ~~Governmental~~1, ~~control~~2021, ofFINRA ~~currency~~announced ~~conversion~~a ~~may~~1-for-10 ~~limit~~reverse ~~our~~split ~~ability~~of ~~to utilize~~ our ~~revenues~~then ~~effectively~~issued and ~~affect~~outstanding ~~the~~common ~~value of your investment;~~shares.

o PRC regulations relating to the establishment of offshore special purpose companies by PRC residents may subject our PRC resident beneficial owners or our PRC subsidiaries to liability or penalties, limit our ability to inject capital into our PRC subsidiaries, limit our PRC subsidiaries’ ability to increase their registered capital or distribute profits to us, or may otherwise adversely affect us;16

oITEM If1A. weRISK are classified as a PRC resident enterprise for PRC enterprise income tax purposes, such classification could result in unfavorable tax consequences to us and our non-PRC shareholders and the common stock holders;FACTORS

oRisk WeFactor ~~face uncertainty with respect to indirect transfers of equity interests in PRC resident enterprises by their non-PRC holding companies;~~Summary

oThe ~~Our~~following ~~Corporate~~are ~~Structure~~some ~~may~~material berisks, any ~~affected~~of bywhich ~~the~~could ~~new~~have ~~PRC~~an ~~Foreign~~adverse ~~Investment~~effect ~~Law;~~on our business financial condition, operating results, or prospects.

● Risks Relating to ~~Ownership of~~ Our ~~Common~~Business ~~Stock~~and Industry

o ~~The~~Our ~~market~~fertilizer ~~price~~business ofis ~~our~~seasonal ~~common~~and ~~stock~~affected ~~may~~by befactors ~~volatile~~beyond orour ~~may~~control, ~~decline~~which ~~regardless~~may ofcause our sales and operating ~~performance~~results to fluctuate significantly;

o WeCompetition doin ~~not~~fertilizer ~~intend~~and toagricultural ~~pay~~industrial ~~dividends~~products ~~for~~is ~~the~~intense ~~foreseeable~~and ~~future~~requires continuous technological development;

o ~~Shares~~If ~~eligible~~we ~~for~~are ~~future~~unable ~~sale~~to ~~may~~compete ~~adversely~~successfully ~~affect~~with ~~the market price of~~ our ~~common stock~~competitors, asour ~~the~~financial ~~future~~condition ~~sale~~and ofresults ~~a substantial amount~~ of ~~outstanding~~operations ~~common~~may ~~stock~~be ~~in the public marketplace could reduce the price of our common stock~~harmed;

o ~~There~~The isloss noof ~~ticker~~any ~~symbol~~of ~~or market for~~ our ~~common~~key ~~stock,~~suppliers ~~which~~and/or ~~may~~customers ~~make~~could ithave ~~difficult~~a ~~for~~materially ~~holders~~adverse ~~of our common stock to sell their stock~~effect;

o Our ~~principal~~product ~~stockholder~~development ~~and~~cycle ~~management~~is ~~own~~lengthy ~~a significant percentage of our stock~~ and ~~will be able to exert significant control over matters subject to stockholder approval~~uncertain;

o We depend on our key personnel and research employees and we may be ~~subject~~adversely affected if we are unable to ~~the~~attract ~~penny~~and ~~stock~~retain ~~rules~~qualified scientific and business personnel;

o IfWe have a ~~more~~limited ~~active~~operating ~~trading~~history ~~market~~in ~~for our common stock develops, the~~ market ~~price of our common stock is likely to be highly volatile and subject to wide fluctuations~~, ~~and~~which ~~holders~~makes ofit ~~our~~difficult ~~common stock may be unable~~ to ~~sell~~evaluate ~~their~~future ~~shares at or above the price at which they were acquired.~~prospects;

12o Our auditor has expressed substantial doubt about our ability to continue as a going concern;

~~Risks Relating~~o Any failure of any of our key suppliers to ~~Our~~deliver ~~Business~~necessary ~~and~~materials ~~Industry~~could result in delays in our products development or marketing schedules;

~~Our fertilizer~~o ~~business~~If iswe ~~seasonal~~do ~~and~~not ~~affected~~compete ~~by factors beyond our control~~effectively, ~~which may cause~~ our ~~sales~~results ~~and~~of ~~operating~~operations ~~results~~could tobe ~~fluctuate significantly.~~harmed;

~~The sale~~o ofIf ~~fertilizer~~we ~~products~~fail ~~is partially dependent upon planting and growing seasons, which vary from year~~ to ~~year,~~promote and ~~are~~maintain ~~expected to~~our ~~result~~brand in ~~both~~an ~~seasonal~~effective ~~patterns~~ and ~~substantial~~cost-efficient ~~fluctuations in quarterly sales and profitability. Weather conditions and natural disasters~~way, ~~such as heavy rains, hail, floods, freezing conditions, windstorms or fire, also affect decisions by~~ our ~~distributors,~~business ~~direct customers~~ and ~~end~~results ~~users about the types and amounts~~ of ~~products~~operations ~~to use and the timing of harvesting and planting. As we increase our sales in our current markets and expand into new markets in different geographies, it is possible that we~~ may ~~experience~~be ~~different seasonality patterns in our business.~~harmed;

~~Disruptions may~~o ~~lead~~Failure to ~~delays~~maintain ineffective ~~harvesting~~internal orcontrols ~~planting by growers which can result~~ in ~~pushing~~accordance ~~orders~~with toSection a404 ~~future~~of ~~quarter, which could negatively affect results for~~ the ~~quarter~~Sarbanes-Oxley inAct ~~question~~could ~~and~~have ~~cause~~a ~~fluctuations~~material inadverse ~~our~~effect ~~operating results. Seasonal variations may be especially pronounced because our product lines are mainly sold in China. Planting and growing seasons, climatic conditions and other variables~~ on ~~which sales of~~ our ~~products~~business ~~are dependent vary from year to year~~ and ~~quarter~~operating ~~to quarter. As a result, we may experience substantial fluctuations in quarterly sales.~~results;

~~The overall~~o ~~level~~If ofone ~~seasonality~~or inmore ~~our business is difficult to evaluate as a result~~ of our ~~relatively~~key ~~early~~executives ~~stage~~were ofunable development, our limited number of commercialized products, our expansion into new geographical territories, the introduction of new products and the timing of introductions of new products. It is possible that our business may be more seasonal or ~~experience~~unwilling ~~seasonality in different periods than anticipated. Other factors may also contribute~~ to ~~the~~continue unpredictability of our operating results, including the size and timing of significant distributor transactions, the delay or deferral of use of our commercial technology or products and the fiscal or quarterly budget cycles of our direct customers, distributors, licensees and end users. Customers may purchase large quantities of our products in ~~a particular quarter to store and use over long periods of time or time~~ their ~~purchases~~present ~~to manage their inventories~~positions, ~~which may cause significant fluctuations in~~ our ~~operating~~business ~~results~~may ~~for~~be aseverely ~~particular quarter or year.~~disrupted;

o Competition in ~~fertilizer~~for employees is intense, and ~~agricultural~~we ~~industrial~~may ~~products~~not isbe ~~intense~~able to attract and ~~requires~~retain ~~continuous~~the ~~technological~~qualified ~~development.~~and skilled employees needed to support our business;

~~We currently~~o ~~face~~Increases ~~significant~~in ~~direct~~labor ~~and~~costs ~~indirect competition~~ in the ~~markets~~PRC inmay ~~which~~adversely weaffect ~~operate.~~our ~~The~~business ~~markets for fertilizers are intensely competitive~~ and ~~rapidly~~results ~~changing. Many companies engage in the development~~ of ~~fertilizers, and speed in commercializing a new product can be a significant competitive advantage.~~operations;

~~In most~~o ~~segments~~We ofdo ~~the~~not ~~fertilizer~~have ~~markets,~~any ~~the~~business ~~number~~insurance ofcoverage; ~~products~~o ~~available to end customers is steadily increasing as new products are introduced.~~ We may be ~~unable~~affected toby ~~compete~~adverse ~~successfully~~changes ~~against our current and future competitors, which may result~~ in ~~price~~taxation ~~reductions~~law, ~~reduced~~ ~~margins~~tax ~~and~~treaties ~~the inability to achieve market acceptance for products containing our seed traits~~ and ~~technology. In addition, many of our competitors have substantially greater financial, marketing, sales, distribution and technical resources than us and some of our competitors have more experience~~ in ~~R&D, regulatory matters, manufacturing and marketing. We anticipate increased competition in~~ the ~~future~~practice ~~as new companies enter the market and new technologies become available. Programs to improve genetics and crop protection chemicals are generally concentrated within a relatively small number~~ of ~~large~~tax ~~companies, while non-genetic approaches are underway with broader set of companies~~authorities. Mergers and acquisitions in the plant science, specialty food ingredient and agricultural biotechnology seed and chemical industries may result in even more resources being concentrated among a smaller number of our competitors.

~~Although we~~o ~~believe~~We weface ~~have~~risks ~~strong~~related competence in the current market, our technology may be rendered obsolete or uneconomical by technological advances or entirely different approaches developed by one or more of our competitors in the future, which will prevent or limit our ability to ~~generate~~natural ~~revenues from the commercialization of our technology. Our ability to compete effectively and to achieve commercial success depends~~disasters, inhealth ~~part,~~epidemics ~~on our ability to control manufacturing~~ and ~~marketing~~other costs; effectively price and market our products, successfully develop an effective marketing program and an efficient supply chain, develop new products with properties attractive to food manufacturers or growers and commercialize our products quickly without incurring major regulatory costs. We may not be successful in achieving these factors and any such failure may adversely affect our business, results of operations and financial condition.outbreaks;

~~If we~~o ~~are~~We ~~unable~~may tobe ~~compete~~subject ~~successfully~~to ~~with~~the ~~our~~general ~~competitors,~~risks ~~our~~underlying ~~financial~~the ~~condition~~agriculture ~~and~~industry ~~results~~in ofPRC ~~operations may be harmed.~~market;

o We ~~encounter~~ intense competition in each of our business segments on a national, regional and local level. Competition in the industry is primarily based on quality of services, brand name recognition, geographic coverage and range of services. New and existing competitors may ~~offer~~be ~~competitive~~adversely ~~rates,~~affected ~~greater~~by ~~convenience~~global oreconomic superior services, which could attract customers away from us, resulting in lower revenues for our operations. Competition among fertilizer companies may cause a decrease in price of sales to attract or retain talented employees.conditions;

~~We do~~o ~~not~~Changes ~~have~~in ~~multinational~~laws ~~competitors.~~and ~~Due~~regulations to ~~the~~which ~~high~~we price of organic fertilizers from other countries, China has little organic fertilizer imports. The fertilizers produced by international fertilizer companies entering the Chinese organic fertilizer market are ~~mainly~~subject ~~special functional~~may ~~fertilizers~~materially ~~such~~increase asour ~~foliar~~costs ~~fertilizers.~~of ~~These~~operation, ~~functional~~decrease ~~fertilizers~~our ~~are~~operating ~~not~~revenues ~~sold~~and ~~well~~disrupt inour ~~the domestic market due to high price.~~business;

~~Some of~~o ~~our~~The ~~competitors~~overall ~~may~~agricultural ~~have~~industry ais ~~broader~~susceptible ~~national~~to ~~presence~~commodity ~~than~~price uschanges and ~~may~~we, ~~have~~along awith ~~more~~our ~~established~~customers ~~branding recognition than us in major markets,~~ and ~~also~~grower ~~may have more financial or other resources than us. Others may have smaller aggregate businesses than us~~customers, ~~but~~are ~~may~~exposed ~~be more~~to ~~established and have greater~~ market ~~presence~~risks ~~and brand name recognition on a local or regional basis. We are also subject to competition~~ from ~~other~~changes ~~large~~in ~~national~~commodity ~~and international companies. These companies may have more financial or other resources than us. If we fail to compete effectively, our business operations and financial condition will suffer.~~prices;

13o Failure to maintain or enhance our brands or image could have a material and adverse effect on our business and results of operations;

~~The loss~~o ofAny ~~any~~failure ofto protect our ~~key~~trademarks ~~suppliers~~ and~~/or~~ ~~customers~~other intellectual property rights could have a ~~materially~~negative ~~adverse effect on our results of operations.~~impact;

~~We consider~~o ~~our~~Increases ~~major suppliers~~ in ~~each~~labor ~~period~~costs ~~to be those suppliers that accounted for more than 10% of overall purchases~~ in ~~such period. For~~ the ~~year~~PRC ~~ended~~may ~~December~~adversely ~~31,~~affect ~~2021,~~our webusiness ~~have~~and ~~no suppliers that accounted for an aggregate of more than 10% of~~ our ~~overall purchases.~~profitability;

In addition, for the year ended December 31, 2021, one key customers accounted for a total of over 15% of our revenues. As the majority of our revenues are driven by individual orders for fertilizer products, there can be no assurance that we will maintain or improve the relationships with customers. There can be no assurance that we will maintain or improve the relationships with customers. If we cannot maintain long-term relationships with major customers or replace major customers from period to period with equivalent customers, the loss of such sales could have an adverse effect on our business, financial condition and results of operations.17

~~Our product~~o ~~development~~We ~~cycle~~lease isour ~~lengthy~~factory and ~~uncertain~~the ~~and~~land wewhere it locates and may ~~never~~experience ~~generate~~risks ~~revenues~~relating to lease termination and increase of lease expenses; o Adverse economic and market conditions in China could negatively impact our business in many ways, including by reducing the value or ~~earn~~performance ~~revenues~~of onthe investments made by our investment funds or reducing the ~~sale~~ability of our ~~products~~investment ~~currently in~~funds ~~development.~~to raise or deploy capital, or by impacting our liquidity position, any of which could materially reduce our revenue and cash flow and adversely affect our financial condition

~~The research~~● ~~and~~Risks ~~development~~Relating in the crop productivity and agriculture biotech industries is expensive, complex, prolonged and uncertain. We may spend many years and dedicate significant financial and other resources developing products that may never generate revenues or come to ~~market.~~Doing ~~Our~~Business ~~process~~in ~~of developing and commercializing technologies involves several phases and can take several years from discovery to commercialization of a product.~~China

~~Development of~~o ~~new~~Changes orin ~~improved~~China’s ~~agricultural~~economic, ~~products~~political ~~involves~~or ~~risks~~social ofconditions ~~failure~~or ~~inherent~~government inpolicies ~~the~~could ~~development~~have ofa ~~products~~material ~~based~~adverse effect on ~~innovative~~our business and ~~complex technologies. These risks include the possibility that:~~operations;

o ~~our~~Uncertainties ~~products~~with ~~will~~respect ~~fail~~to the PRC legal system could adversely affect us; o Any actions by the Chinese government to ~~perform~~exert asmore ~~expected~~oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers could significantly limit or completely hinder your ability to offer or continue to offer securities to investors and cause the ~~field;~~value of such securities to significantly decline or be worthless.

o ~~our~~You ~~products~~may ~~will~~experience ~~not~~difficulties ~~receive~~in ~~necessary~~effecting ~~regulatory~~service ~~permits~~of ~~and~~legal ~~governmental~~process, ~~clearances~~enforcing foreign judgments or bringing actions in ~~the~~China ~~markets~~against us or our management named in ~~which~~this wereport ~~intend~~based toon ~~sell~~foreign ~~them;~~laws;

o ~~consumer~~We ~~preferences,~~may ~~which~~rely ~~are~~on ~~unpredictable~~dividends and ~~can~~other ~~vary~~distributions ~~greatly,~~on ~~may~~equity ~~change~~paid ~~quickly~~by our PRC subsidiaries to fund any cash and financing requirements we may have, ~~making~~and any limitation on the ability of our ~~products~~PRC nosubsidiaries ~~longer~~to ~~desirable;~~make payments to us could have a material and adverse effect on our ability to conduct our business;

o ~~our~~Our ~~competitors~~employment ~~develop~~practices ~~new~~may ~~products~~be ~~that~~adversely ~~have~~impacted ~~other~~under ~~more~~the ~~appealing~~labor ~~characteristics~~contract ~~than~~law ~~our~~of ~~products;~~the PRC;

o ~~our~~Non-compliance ~~products~~with ~~will~~labor-related belaws ~~viewed~~and asregulations ~~too~~of ~~expensive~~the byPRC ~~food~~may ~~companies~~have oran ~~growers~~adverse asimpact ~~compared~~on toour ~~competitive~~financial ~~products;~~condition and results of operation;

o ~~our~~The ~~products~~custodians ~~will~~or beauthorized ~~difficult~~users toof ~~produce~~our oncontrolling anon-tangible ~~large~~assets, ~~scale~~including orchops ~~will~~and ~~not~~seals, bemay ~~economical~~fail to ~~grow;~~fulfill their responsibilities, or misappropriate or misuse these assets;

o ~~intellectual~~Fluctuations ~~property~~in ~~and~~exchange ~~other~~rates ~~proprietary~~could ~~rights~~have ofa ~~third~~material ~~parties will prevent us, our research~~ and ~~development~~adverse ~~partners,~~effect oron our ~~licensees~~results ~~from~~of ~~marketing~~operations and ~~selling~~the ~~our~~value ~~products;~~of your investment;

o weGovernmental control of currency conversion may belimit ~~unable~~our ability to ~~patent~~utilize orour ~~otherwise~~revenues ~~obtain~~effectively ~~intellectual~~and ~~property~~affect ~~protection~~the ~~for~~value ~~our~~of ~~discoveries~~your ininvestment; o Uncertainties with respect to the ~~necessary~~PRC ~~jurisdictions;~~legal system could have a material adverse effect on us.

o wePRC orregulations relating to the ~~customers~~establishment ~~that~~of weoffshore ~~sell~~special purpose companies by PRC residents may subject our ~~products~~PRC resident beneficial owners or our PRC subsidiaries to ~~may~~liability beor ~~unable~~penalties, limit our ability to ~~fully~~inject ~~develop~~capital orinto ~~commercialize~~our PRC subsidiaries, limit our ~~products~~PRC insubsidiaries’ aability ~~timely~~to ~~manner~~increase their registered capital or atdistribute ~~all;~~profits ~~and~~to us, or may otherwise adversely affect us; o U.S. investors face added risks from the Company’s classification as a foreign private issuer;

o ~~third~~If ~~parties~~we ~~may~~are ~~develop~~classified ~~superior~~as ora ~~equivalent~~PRC ~~products.~~resident enterprise for PRC enterprise income tax purposes, such classification could result in unfavorable tax consequences to us and our non-PRC shareholders and the common stock holders;

o We ~~intend~~ toface ~~continue~~uncertainty with respect to ~~invest~~indirect transfers of equity interests in ~~research~~PRC ~~and~~resident ~~development~~enterprises ~~including~~by ~~additional~~their ~~and~~non-PRC ~~expanded~~holding ~~field~~companies; ~~testing~~o toThe ~~validate~~Company’s ~~potential~~principal ~~products in~~executive ~~real~~offices ~~world~~and ~~conditions.~~our ~~Because~~officers and directors are located outside of the ~~long~~United ~~product~~States. ~~development~~This ~~cycle~~could ~~and~~make the ~~complexities~~enforcement and/or ~~uncertainties~~service ~~associated~~of ~~with~~process ~~biotech and~~of ~~agricultural~~a ~~industrial~~shareholder ~~technologies,~~claim ~~there~~or ~~can~~judgment bedifficult; noo ~~assurance~~Substantial ~~that~~uncertainties weexist ~~will~~with ~~ever~~respect ~~generate~~to ~~significant~~the ~~revenues~~enactment ~~from~~timetable, ~~the~~interpretation ~~technologies or~~and ~~products~~implementation ~~that~~of wedraft ~~are~~PRC ~~currently~~Foreign ~~developing~~Investment ~~without~~Law ~~significant~~and ~~delay,~~how ~~without~~it may impact the ~~incurrence~~viability of ~~unanticipated~~our ~~costs~~current orcorporate atstructure, ~~all.~~corporate governance and business operations;

14o Our Corporate Structure may be affected by the new PRC Foreign Investment Law; o We rely on dividends paid by WFOE for our cash needs.

~~We depend on our key personnel and research employees and we may be adversely affected if we are unable to attract and retain qualified scientific and business personnel.~~18

~~Our business~~● isRisks ~~dependent~~Relating ~~on our ability~~ to ~~recruit~~Ownership ~~and maintain highly skilled and educated individuals through direct employment or collaboration arrangements, with expertise in a range~~ of ~~disciplines, including biology, chemistry, plant genetics, agronomics, mathematics programming and other subjects relevant to our business.~~ Our ~~ability~~Common to recruit such a work force depends in part on our ability to maintain our market leadership in agricultural biotech industry in China. Maintaining our ability to attract highly-skilled workers and leading scientific institutions depends in part on our ability to maintain a strong technology platform and state-of-the-art facilities, as well as our ability to consistently and successfully commercialize our technology. There can be no assurance that we will be able to maintain leading scientific capabilities or continue to successfully maintain advanced technology in the market.Stock

~~We have~~o aThe ~~limited~~market ~~operating~~price ~~history~~of in our ~~market,~~common ~~which~~stock ~~makes~~may itbe ~~difficult~~volatile toor ~~evaluate~~may decline regardless of our ~~future~~operating ~~prospects.~~performance;

o We ~~started~~ ~~engaging~~do innot ~~our~~intend ~~business in the last few years and have limited revenues~~ to ~~date.~~pay Asdividends ~~our~~for ~~business develops or in response to competition, we may continue to introduce new products and services or make adjustments to our existing offerings and business model. In connection with~~ the ~~introduction~~foreseeable of new products or in response to general economic conditions, we may impose more stringent borrower qualifications to ensure the quality of loans facilitated by our companies, which may negatively affect the growth of our business. Any significant change to our business model may not achieve expected results and may have a material and adverse impact on our financial conditions and results of operations. It is therefore difficult to effectively assess our future prospects. The risks and challenges we encounter or may encounter in this developing and rapidly evolving market may have impacts on our business and prospects. These risks and challenges include our ability to, among other things:;

●o ~~navigate~~Shares aneligible ~~evolving~~for ~~regulatory~~future ~~environment~~sale may adversely affect the market price of our common stock, as the future sale of a substantial amount of outstanding common stock in the public marketplace could reduce the price of our common stock;

●o ~~expand~~Since our operations and assets are located in China, shareholders may find it difficult to enforce a U.S. judgement against the ~~base~~assets of ~~borrowers~~our Company, our directors and ~~lenders~~executive officers;

●o ~~broaden~~Our principal stockholder and management own a significant percentage of our ~~loan~~stock ~~product~~and ~~offerings~~will be able to exert significant control over matters subject to stockholder approval;

●o ~~enhance~~We may be subject to the penny stock rules; o PRC regulations relating to the establishment of offshore special purpose companies by PRC residents may subject our ~~risk~~PRC ~~management~~resident ~~capabilities~~shareholders to personal liability and limit our ability to acquire PRC companies or to inject capital into WFOE, limit WFOE’s ability to distribute profits to us, or otherwise materially and adversely affect us.;

●o ~~improve~~If a more active trading market for our ~~operational~~common ~~efficiency;~~stock develops, the market price of our common stock is likely to be highly volatile and subject to wide fluctuations, and holders of our common stock may be unable to sell their shares at or above the price at which they were acquired.

●Risks ~~cultivate~~Relating ato ~~vibrant~~Our ~~consumer~~Business ~~finance~~and ~~ecosystem;~~Industry

●Our ~~maintain~~fertilizer ~~the~~business ~~security~~is ofseasonal ~~our~~and affected ITby ~~infrastructure~~factors ~~and~~beyond ~~the~~our ~~confidentiality~~control, ofwhich ~~the~~may ~~information~~cause ~~provided~~our sales and ~~utilized~~operating ~~across~~results ~~our~~to ~~platform;~~fluctuate significantly.

●The ~~attract~~sale of fertilizer products is partially dependent upon planting and growing seasons, ~~retain~~which vary from year to year, and ~~motivate~~are ~~talented~~expected ~~employees;~~to result in both seasonal patterns and substantial fluctuations in quarterly sales and profitability. Weather conditions and natural disasters, such as heavy rains, hail, floods, freezing conditions, windstorms or fire, also affect decisions by our distributors, direct customers and end users about the types and amounts of products to use and the timing of harvesting and planting. As we increase our sales in our current markets and expand into new markets in different geographies, it is possible that we may experience different seasonality patterns in our business.

●Disruptions ~~defend~~may ~~ourselves~~lead ~~against~~to ~~litigation,~~delays in ~~regulatory~~harvesting or planting by growers which can result in pushing orders to a future quarter, ~~intellectual~~which ~~property~~could negatively affect results for the quarter in question and cause fluctuations in our operating results. Seasonal variations may be especially pronounced because our product lines are mainly sold in China. Planting and growing seasons, ~~privacy~~climatic orconditions and other ~~claims~~variables on which sales of our products are dependent vary from year to year and quarter to quarter. As a result, we may experience substantial fluctuations in quarterly sales.

IfThe overall level of seasonality wein ~~fail~~our business is difficult to ~~educate~~evaluate ~~potential~~as ~~borrowers~~a ~~and~~result ~~lenders~~of ~~about~~our ~~the~~relatively ~~value~~early stage of development, our ~~services~~limited number of commercialized products, ifour expansion into new geographical territories, the ~~market~~introduction ~~for~~of ~~our~~new ~~services~~products ~~does~~and ~~not~~the ~~develop~~timing asof introductions of new products. weIt ~~expect,~~is possible that our business may be more seasonal or ifexperience weseasonality ~~fail~~in todifferent ~~address~~periods than anticipated. Other factors may also contribute to the ~~needs~~unpredictability of our ~~target~~operating ~~market~~results, including the size and timing of significant distributor transactions, the delay or ~~other~~deferral ~~risks~~of use of our commercial technology or products and ~~challenges~~the fiscal or quarterly budget cycles of our direct customers, distributors, licensees and end users. Customers may purchase large quantities of our ~~business~~products in a particular quarter to store and ~~results~~use over long periods of ~~operations~~time or time their purchases to manage their inventories, which may cause significant fluctuations in our operating ~~will~~results befor ~~harmed~~a particular quarter or year.

~~Our auditor has expressed substantial doubt about our ability to continue as a going concern and absent additional financing we may be unable to remain a going concern.~~19

InCompetition ~~light~~in offertilizer ~~our recurring losses, accumulated deficit~~ and ~~negative cash flow as described in our notes to our audited financial statements, the report of our independent~~agricultural ~~registered~~industrial public accounting firm on our financial statements for the year ended December 31, 2021 contained an explanatory paragraph raising substantial doubt about our ability to continue as a going concern. If we are unable to develop sufficient revenues and additional customers for our products, weis ~~may~~intense ~~not generate enough revenue to sustain our business,~~ and werequires ~~may~~continuous ~~have~~technological to liquidate our assets and may receive less than the value at which those assets are carried on our audited consolidated financial statements, and it is likely that investors will lose all or a part of their investmentdevelopment. ~~There can be no assurance that we will be able to continue as a going concern.~~

15We currently face significant direct and indirect competition in the markets in which we operate. The markets for fertilizers are intensely competitive and rapidly changing. Many companies engage in the development of fertilizers, and speed in commercializing a new product can be a significant competitive advantage.

~~Any failure~~In most segments of ~~any~~the fertilizer markets, the number of ~~our~~products ~~key~~available ~~suppliers~~to end customers is steadily increasing as new products are introduced. We may be unable to compete ~~deliver~~successfully ~~necessary~~against ~~materials~~our ~~could~~current and future competitors, which may result in ~~delays~~price inreductions, ~~our~~reduced margins and the inability to achieve market acceptance for products ~~development~~containing orour seed traits and technology. In addition, many of our competitors have substantially greater financial, marketing, ~~schedules~~sales, distribution and technical resources than us and some of our competitors have more experience in R&D, regulatory matters, manufacturing and marketing. We anticipate increased competition in the future as new companies enter the market and new technologies become available. Programs to improve genetics and crop protection chemicals are generally concentrated within a relatively small number of large companies, while non-genetic approaches are underway with broader set of companies. Mergers and acquisitions in the plant science, specialty food ingredient and agricultural biotechnology seed and chemical industries may result in even more resources being concentrated among a smaller number of our competitors.

~~For~~Although we believe we have ~~the~~strong ~~year~~competence ~~ended~~in ~~December~~the ~~31,~~current ~~2021~~market, noour ~~supplier~~technology ~~accounted~~may be rendered obsolete or uneconomical by technological advances or entirely different approaches developed by one or more ~~than~~of ~~10%~~our competitors in the future, which will prevent or limit our ability to generate revenues from the commercialization of our ~~purchases~~technology. Our ability to compete effectively and to achieve commercial success depends, in part, on our ability to control manufacturing and marketing costs; effectively price and market our products, successfully develop an effective marketing program and an efficient supply chain, develop new products with properties attractive to food manufacturers or growers and commercialize our products quickly without incurring major regulatory costs. We may not be successful in achieving these factors and any such failure may adversely affect our business, results of operations and financial condition.

If we doare ~~not~~unable to compete ~~effectively~~successfully with our competitors, our financial condition and results of operations ~~could~~may be harmed.

~~Our industry~~We inencounter ~~China~~intense iscompetition in ~~intensely~~each ~~competitive~~of ~~and~~our ~~evolving. Our competitors operate with different~~ business ~~models, have different cost structures or participate selectively in different market~~ segments. ~~They~~on ~~may~~a ~~ultimately prove more successful or more adaptable to new regulatory~~national, ~~technological~~regional and ~~other~~local ~~developments~~level. ~~Some~~Competition ofin ~~our~~the ~~current~~industry ~~and~~is ~~potential~~primarily ~~competitors~~based ~~have~~on ~~significantly~~quality ~~more financial~~of services, ~~technical, marketing~~brand ~~and~~name ~~other resources than we do and may be able to devote greater resources to the development~~recognition, ~~promotion,~~geographic ~~sale~~coverage and ~~support~~ range of ~~their~~ services. ~~Our~~New and existing competitors may ~~also~~offer ~~have~~competitive ~~longer operating histories~~rates, greater ~~more~~convenience ~~extensive borrower~~ or ~~lender~~superior ~~bases~~services, ~~greater~~which ~~brand~~could ~~recognition and~~attract ~~brand~~customers ~~loyalty~~away ~~and~~from ~~broader partner relationships than~~ us~~. Additionally~~, aresulting ~~current~~in orlower ~~potential~~revenues ~~competitor~~for ~~may acquire one or more of~~ our ~~existing competitors or form a strategic alliance with one or more of our competitors~~operations. Competition Ifamong wefertilizer ~~are unable to compete with such~~ companies ~~and~~ ~~meet~~may ~~the~~cause ~~need~~a ~~for~~decrease ~~innovation~~ in ~~our~~price ~~industry,~~of ~~the~~sales ~~demand for our services could stagnate or substantially decline, we could experience reduced revenues or our services could fail~~ to ~~achieve~~attract or ~~maintain~~retain ~~more~~talented ~~widespread market acceptance, any of which could harm our business and results of operations~~employees.

IfWe do not have multinational wecompetitors. ~~fail~~Due to ~~promote~~the ~~and~~high ~~maintain~~price ~~our~~of ~~brand~~organic infertilizers anfrom ~~effective~~other ~~and~~countries, ~~cost-efficient~~China ~~way,~~has ~~our~~little ~~business~~organic ~~and~~fertilizer ~~results~~imports. ofThe ~~operations~~fertilizers produced ~~may~~by beinternational ~~harmed~~fertilizer companies entering the Chinese organic fertilizer market are mainly special functional fertilizers such as foliar fertilizers. These functional fertilizers are not sold well in the domestic market due to high price.

~~The continued~~Some ~~development and success~~ of our ~~business~~competitors ~~rely~~may have ona ~~the~~broader ~~recognition~~national ofpresence ~~our~~than ~~brands.~~us ~~We believe that developing~~ and ~~maintaining~~may ~~awareness of~~have ~~our~~a ~~brand~~more ~~effectively~~established isbranding ~~critical~~recognition tothan ~~attracting~~us ~~new~~in ~~and~~major ~~retaining~~markets, ~~existing borrowers~~ and ~~lenders~~also tomay have ~~our~~more ~~services.~~financial ~~Successful~~or ~~promotion of~~other ~~our~~resources ~~brand~~than ~~and~~us. ~~our~~Others ~~ability~~may tohave ~~attract~~smaller ~~qualified~~aggregate ~~borrowers~~businesses ~~and~~than ~~sufficient~~us, ~~lenders~~but ~~depend~~may ~~largely~~be onmore ~~the~~established ~~effectiveness~~and have ofgreater ~~our~~market ~~marketing efforts~~presence and ~~the~~brand ~~success~~name ofrecognition ~~the~~on ~~channels~~a welocal ~~use~~or toregional ~~promote~~basis. ~~our~~We ~~services.~~are ~~Our~~also ~~efforts~~subject to ~~build~~competition ~~our~~from ~~brand~~other ~~have caused us to incur significant~~large ~~expenses,~~national and itinternational ~~is likely that our future marketing efforts will require us to incur significant additional expenses~~companies. These ~~efforts~~ companies may ~~not~~have ~~result~~more infinancial ~~increased revenues in the immediate future~~ or atother ~~all~~resources ~~and,~~than ~~even if they do, any increases in revenues may not offset the expenses incurred~~us. If we fail to ~~successfully~~compete ~~promote and maintain our brand while incurring substantial expenses~~effectively, our ~~results~~business of operations and financial condition ~~would~~will ~~be adversely affected, which may impair our ability to grow our business~~suffer.

~~Failure to maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act could have a material adverse effect on our business and operating results.~~20

~~If we~~The ~~fail~~loss ~~to comply with the requirements~~ of ~~Section~~any ~~404~~ of ~~the~~our ~~Sarbanes-Oxley~~key ~~Act~~suppliers ~~regarding internal control over financial reporting~~ and/or customers ~~to remedy any material weaknesses in our internal controls that we may identify, such failure~~ could ~~result~~have ina ~~material~~materially ~~misstatements in~~adverse ~~our~~effect ~~financial~~on ~~statements, cause investors to lose confidence in~~ our ~~reported~~results ~~financial~~of ~~information~~operations.

~~Pursuant to Section 404 of~~We ~~the~~consider ~~Sarbanes-Oxley~~our ~~Act~~major ~~and~~suppliers ~~current~~in ~~SEC~~each ~~regulations,~~period ~~we are required~~ to ~~prepare~~be ~~assessments~~those ~~regarding~~suppliers ~~internal~~that ~~controls~~accounted ~~over~~for ~~financial reporting.~~more Inthan ~~connection~~10% ~~with our on-going assessment~~ of ~~the~~overall ~~effectiveness~~purchases ~~of our internal control over financial reporting, we may discover “material weaknesses”~~ in ~~our~~such ~~internal controls as defined in standards established by the Public Company Accounting Oversight~~period. ~~Board,~~For or the ~~PCAOB.~~year Aended ~~material~~December ~~weakness is a significant deficiency~~31, ~~or combination of significant deficiencies~~2022, ~~that~~two ~~results~~key insuppliers ~~more than~~accounted afor ~~remote likelihood that~~ a ~~material~~total ~~misstatement~~ of ~~the~~over ~~annual~~35.75% orand ~~interim financial statements will not be prevented or detected~~10. ~~The~~82% ~~PCAOB defines “significant deficiency” as a deficiency that results in more than a remote likelihood that a misstatement~~ of ~~the financial statements that is more than inconsequential will not be prevented or detected. We determined that~~ our ~~disclosure controls and procedures over financial reporting are not effective and were not effective as of December 31, 2021 and 2020~~purchases.

~~The~~In addition, for the year ~~process~~ended ofDecember ~~designing~~31, ~~and~~2022, ~~implementing~~two ~~effective~~key ~~internal~~customers ~~controls~~accounted isfor a ~~continuous~~total ~~effort~~of ~~that~~over ~~requires~~15% usof toour ~~anticipate~~revenues. ~~and~~As ~~react~~the ~~to changes~~majority inof our ~~business~~revenues ~~and~~are ~~the~~driven by ~~economic~~individual ~~and~~orders ~~regulatory~~for ~~environments~~fertilizer ~~and~~products, tothere ~~expend~~can ~~significant~~be ~~resources~~no toassurance that we will maintain aor ~~system~~improve ofthe ~~internal controls~~relationships ~~that~~with iscustomers. There ~~adequate~~can tobe ~~satisfy~~no ~~our~~assurance ~~reporting~~that ~~obligations~~we aswill amaintain ~~public~~or ~~company.~~improve Wethe ~~cannot~~relationships ~~assure~~with ~~you~~customers. ~~that~~If we ~~will~~cannot ~~implement~~maintain ~~and~~long-term ~~maintain~~relationships ~~adequate~~with ~~controls~~major ~~over~~customers ~~our~~or ~~financial~~replace ~~process~~major ~~and~~customers ~~reporting~~from inperiod ~~the~~to ~~future~~period orwith ~~that~~equivalent customers, the ~~measures~~loss weof ~~will~~such ~~take~~sales ~~will~~could ~~remediate~~have ~~any material~~an ~~weaknesses~~adverse ~~that~~effect weon ~~may~~our ~~identify~~business, infinancial ~~the~~condition ~~future~~and results of operations.

16Our product development cycle is lengthy and uncertain and we may never generate revenues or earn revenues on the sale of our products currently in development.

~~Our business~~The ~~depends~~research onand development in the ~~continued~~crop ~~efforts~~productivity ofand ~~our~~agriculture ~~senior~~biotech ~~management~~industries is expensive, complex, prolonged and uncertain. IfWe ~~one~~may orspend ~~more~~many ofyears ~~our~~and dedicate ~~key~~significant ~~executives~~financial ~~were~~and ~~unable~~other resources developing products that may never generate revenues or ~~unwilling~~come to market. Our process ~~continue~~of indeveloping ~~their~~and ~~present~~commercializing ~~positions,~~technologies ~~our~~involves ~~business~~several ~~may~~phases beand ~~severely~~can ~~disrupted~~take several years from discovery to commercialization of a product.

~~Our business~~Development ~~operations depend on the continued services~~ of ~~our~~new ~~senior~~or ~~management, particularly the executive officers named in this report.~~improved ~~While~~agricultural weproducts ~~have~~involves ~~provided~~risks different incentives to our management, we cannot assure you that we can continue to retain their services. Although we maintained certain accident insurance policies for our officers, we currently do not carry a “key man” life insurance on the officers. Therefore, if one or more of ~~our~~failure ~~key~~inherent ~~executives were unable or unwilling to continue~~ in ~~their~~the ~~present~~development positions, we may incur substantial cost or may not be able to replace them at all. Consequently, our future growth may be constrained, our business may be severely disrupted and our financial condition and results of ~~operations~~products ~~may~~based beon ~~materially~~innovative and ~~adversely~~complex ~~affected~~technologies. ~~If that’s~~ ~~the~~These ~~case,~~risks weinclude ~~may~~the ~~incur~~possibility additional expenses to recruit, train and retain qualified personnel. In addition, although we have entered into confidentiality and non-competition agreements with our management, there is no assurance that any member of our management team will not join our competitors or form a competing business. If any dispute arises between our current or former officers and us, we may have to incur substantial costs and expenses in order to enforce such agreements in China or we may be unable to enforce them at all.:

~~Competition for~~o ~~employees~~our isproducts ~~intense,~~will ~~and~~fail ~~we may not be able~~ to ~~attract~~perform ~~and~~as ~~retain~~expected in the ~~qualified and skilled employees needed to support our business.~~field;

~~We believe~~o our ~~success~~products ~~depends~~will on the efforts and talent of our employees. Our future success depends on our continued ability to attract, develop, motivate and retain qualified and skilled employees. Competition for highly skilled technical, risk management and financial personnel is extremely intense. We may not bereceive ~~able~~necessary toregulatory ~~hire~~permits and ~~retain~~governmental ~~these~~clearances ~~personnel~~in ~~at compensation levels consistent with our existing compensation and salary structure. Some of~~ the ~~companies~~markets ~~with~~in which we ~~compete~~intend ~~for experienced employees have greater resources than we have and may be able~~ to ~~offer~~sell ~~more attractive terms of employment.~~them;

~~In addition,~~o weconsumer ~~invest significant time and expenses in training our employees~~preferences, which ~~increases~~are ~~their~~unpredictable ~~value~~and tocan ~~competitors~~vary ~~who~~greatly, may ~~seek to~~change ~~recruit them. If we fail to retain our employees~~quickly, wemaking ~~could incur significant expenses in hiring and training their replacements, and the quality of~~ our ~~services~~products ~~and~~no ~~our~~longer ~~ability to serve borrowers and lenders could diminish, resulting in a material adverse effect to our business.~~desirable;

~~Increases in~~o ~~labor~~our ~~costs~~competitors indevelop ~~the~~new ~~PRC~~products ~~may~~that ~~adversely~~have ~~affect~~other ~~our~~more ~~business~~appealing ~~and~~characteristics ~~results~~than ofour ~~operations.~~products;

~~The economy~~o in China has experienced increases in inflation and labor costs in recent years. As a result, average wages in the PRC are expected to continue to increase. In addition, we are required by PRC laws and regulations to pay various statutory employee benefits, including pension, housing fund, medical insurance, work-related injury insurance, unemployment insurance and maternity insurance to designated government agencies for the benefit of our ~~employees.~~products ~~The~~will ~~relevant government agencies may examine whether an employer has made adequate payments to the statutory employee benefits, and those employers who fail to make adequate payments may~~ be ~~subject~~viewed toas ~~late~~too ~~payment~~expensive ~~fees, fines~~by ~~and/or~~food ~~other~~companies ~~penalties. We expect our labor costs, including wages and employee benefits, will continue to increase. Unless we are able to control our labor costs~~ or ~~pass~~growers onas ~~these~~compared ~~increased labor costs~~ to ~~our~~competitive ~~users by increasing the fees of our services, our financial condition and results of operations may be adversely affected.~~products;

17o our products will be difficult to produce on a large scale or will not be economical to grow;

~~We do~~o ~~not~~intellectual ~~have~~property ~~any~~and ~~business~~other ~~insurance~~proprietary ~~coverage.~~rights of third parties will prevent us, our research and development partners, or our licensees from marketing and selling our products;

~~Insurance companies~~o ~~in China currently do not offer as extensive an array of insurance products as insurance companies in more developed economies. Currently,~~ we domay ~~not~~be ~~have~~unable ~~any~~to ~~business~~patent ~~liability~~ or ~~disruption~~otherwise ~~insurance~~obtain tointellectual ~~cover~~property ~~our~~protection ~~operations. We have determined that the costs of insuring~~ for ~~these~~our ~~risks~~discoveries ~~and the difficulties associated with acquiring such insurance on commercially reasonable terms make it impractical for us to have such insurance. Any uninsured business disruptions may result~~ in ~~our incurring substantial costs and~~ the ~~diversion~~necessary ~~of resources, which could have an adverse effect on our results of operations and financial condition.~~jurisdictions;

~~We face~~o ~~risks~~we ~~related~~or tothe ~~natural~~customers ~~disasters,~~that ~~health~~we ~~epidemics~~sell ~~and~~our ~~other~~products ~~outbreaks,~~to ~~which~~may ~~could~~be ~~significantly~~unable ~~disrupt~~to fully develop or commercialize our ~~operations.~~products in a timely manner or at all; and

~~We are~~o ~~vulnerable~~third toparties ~~natural disasters and other calamities. Fire, floods, typhoons, earthquakes, power loss, telecommunications failures, break-ins, war, riots, terrorist attacks or similar events~~ may ~~give~~develop ~~rise~~superior ~~to server interruptions, breakdowns, system failures, technology service failures~~ or ~~internet~~equivalent ~~failures, which could cause the loss or corruption of data or malfunctions of software or hardware as well as adversely affect our ability to provide~~ products ~~and services on our service~~.

~~Our~~We ~~business~~intend ~~could~~to ~~also~~continue beto ~~adversely~~invest ~~affected by the effects of virus, such as the novel (new) coronavirus that caused outbreak of respiratory illness~~ in ~~China~~research ~~(“Covid-19”), flu~~ and ~~other~~development ~~diseases.~~including ~~Our~~additional ~~business operations could be disrupted if any of our employees is suspected of having virus, flu~~ and ~~other diseases,~~expanded ~~since~~field ittesting ~~could require our employees~~ to bevalidate ~~quarantined~~potential ~~and/or~~products ~~our~~in ~~offices~~real toworld ~~be disinfected~~conditions. Because ~~Our results~~ of ~~operations~~the ~~could be~~long ~~adversely~~product ~~affected~~development tocycle ~~the~~and ~~extent that~~ the ~~any~~complexities ~~virus,~~and ~~flu~~uncertainties orassociated ~~disease~~with ~~harms~~biotech ~~our suppliers~~ and ~~customers~~agricultural ~~and harms the Chinese economy~~industrial ~~in general. For example~~technologies, atthere ~~the~~can ~~beginning~~be ofno ~~2020,~~assurance ~~Covid-19~~that ~~broke~~we ~~out~~will inever ~~China,~~generate ~~and~~significant ~~has~~revenues ~~greatly~~from ~~affected~~ the ~~social~~technologies ~~life~~or ~~and~~products ~~work~~that ~~across~~we are ~~the~~currently ~~country.~~developing ~~Our~~without ~~business~~significant ~~was suspended~~delay, ~~and~~without ~~all employees had been working from home as required by~~ the ~~national~~incurrence ~~policies~~of ~~before~~unanticipated ~~the Chinese~~costs ~~government~~or ~~successfully~~at ~~controlled and curbed the spread of the pandemic~~all.

~~We may be subject to the general risks underlying the agriculture industry in PRC market.~~21

~~The agriculture~~We ~~industry~~depend inon ~~the~~our ~~PRC~~key ~~market~~personnel ~~has been mature. Particularly, we are principally engaged in the fertilizer processing~~ and ~~distribution~~research ~~business~~employees inand ~~the PRC. Therefore,~~ we ~~need~~may to be ~~cautious~~adversely inaffected ~~selecting~~if ~~our~~we ~~business~~are ~~focus~~unable ~~and~~to ~~expansion~~attract ~~strategy,~~ and weretain ~~should~~qualified bescientific ~~constantly aware of the innovation risk, technology risk~~ and ~~market~~business ~~risk in the industries~~personnel. ~~If we fail to make an accurate judgment of the current market, our performance can be severely impacted.~~

WeOur business is dependent ~~may~~on our ability to recruit and maintain highly skilled and educated individuals through direct employment or collaboration arrangements, with expertise in a range of disciplines, including biology, chemistry, plant genetics, agronomics, mathematics programming and other subjects relevant to our business. Our ability to recruit such a work force depends in part on our ability to maintain our market leadership in agricultural biotech industry in China. Maintaining our ability to attract highly-skilled workers and leading scientific institutions depends in part on our ability to maintain a strong technology platform and state-of-the-art facilities, as well as our ability to consistently and successfully commercialize our technology. There can be ~~adversely~~no ~~affected~~assurance bythat ~~global~~we ~~economic~~will ~~conditions~~be able to maintain leading scientific capabilities or continue to successfully maintain advanced technology in the market.

~~Our ability~~We tohave ~~continue~~a tolimited ~~develop~~operating ~~and~~history ~~grow our business, build proprietary distribution channels and generate revenues from product sales and royalty payments may be adversely affected by global economic conditions~~ in the future, including instability in credit markets, declining consumer and business confidence, fluctuating commodity prices and interest rates, volatile exchange rates and other challenges that could affect the global economy such as the changing financial regulatory environment. For example, our ~~customers and licensees may experience deterioration of their businesses~~market, ~~cash flow shortages or difficulties obtaining financing,~~ which ~~could adversely affect~~makes ~~the~~it ~~demand~~difficult for our technologies, products and services. In addition, our earnings may be adversely affected by fluctuations in the price of certain commodities, such as grains, milk, meat, biofuels and biomaterials. If commodity prices are negatively impacted, the value of our products could be directly and negatively impacted. Additionally, growers’ incomes have historically been negatively affected by commodity prices. As a result, fluctuations in commodity prices could have an impact on growers’ purchasing decisions and negatively affect their ability and decisions to ~~purchase~~evaluate our ~~seeds~~future ~~or products that incorporate our proprietary technology~~prospects. ~~We cannot anticipate all of the ways in which the current economic climate and financial market conditions could adversely impact our business.~~

18We started engaging in our business in the last few years and have limited revenues to date. As our business develops or in response to competition, we may continue to introduce new products and services or make adjustments to our existing offerings and business model. In connection with the introduction of new products or in response to general economic conditions, we may impose more stringent borrower qualifications to ensure the quality of loans facilitated by our companies, which may negatively affect the growth of our business. Any significant change to our business model may not achieve expected results and may have a material and adverse impact on our financial conditions and results of operations. It is therefore difficult to effectively assess our future prospects. The risks and challenges we encounter or may encounter in this developing and rapidly evolving market may have impacts on our business and prospects. These risks and challenges include our ability to, among other things:

~~Changes in~~● ~~laws~~navigate ~~and~~an ~~regulations~~evolving toregulatory ~~which we are subject, or to which we may become subject in the future, may materially increase our costs of operation, decrease our operating revenues and disrupt our business.~~environment;

~~Laws and~~● ~~regulatory~~expand ~~standards~~the ~~and~~base ~~procedures~~of ~~that~~borrowers ~~impact our business are continuously changing. Responding to these changes~~ and ~~meeting existing and new requirements may be costly and burdensome. Changes in laws and regulations may occur that could:~~lenders;

● ~~impair~~broaden ~~or eliminate~~ our ~~ability~~loan toproduct ~~source technology and develop our products, including validating our products through field trials and passing biosafety evaluations;~~offerings;

● ~~increase~~enhance our ~~compliance~~risk ~~and~~management other costs of doing business through increases in the cost to protect our intellectual property, including know-how, trade secrets and regulatory data, or increases in the cost to obtain the necessary regulatory approvals to commercialize and market the products we develop directly or jointly;capabilities;

● ~~require~~improve ~~significant~~our ~~product~~operational ~~redesign or redevelopment;~~efficiency;

● ~~render~~cultivate ~~our~~a ~~seed~~vibrant ~~traits~~consumer ~~and~~finance ~~technology and products that incorporate them less profitable or less attractive compared to competing products; and~~ecosystem;

● ~~reduce~~maintain the ~~amount~~security of ~~revenues~~our weIT ~~receive~~infrastructure ~~from~~and ~~government~~the ~~grants,~~confidentiality ~~licenses~~of orthe ~~other~~information ~~royalties.~~provided and utilized across our platform;

~~Any of~~● ~~these events could have a material adverse effect on our business~~attract, ~~results~~retain ~~of operations~~ and ~~financial~~motivate ~~condition.~~talented ~~Legislation~~employees; and jurisprudence on intellectual property in the key markets where we seek protection, primarily in China, is evolving and changes in laws could affect our ability to obtain or maintain intellectual property protection for our products. Any changes to these existing laws and regulations may materially increase our costs, decrease our revenues and disrupt our business.

~~The overall~~● ~~agricultural~~defend ~~industry~~ourselves isagainst ~~susceptible~~litigation, ~~to commodity price changes and we~~regulatory, ~~along~~intellectual ~~with our customers and grower customers~~property, ~~are~~privacy ~~exposed to~~or ~~market~~other ~~risks from changes in commodity prices~~claims.

~~Changes in~~If ~~the~~we ~~prices~~fail ofto ~~certain~~educate ~~commodity~~potential borrowers ~~products~~and ~~could~~lenders ~~result~~about inthe ~~higher~~value ~~overall~~of ~~cost~~our ~~along~~services, if the ~~agricultural~~market ~~supply~~for ~~chain,~~our ~~which~~services ~~may~~does ~~negatively affect~~not ~~our~~develop ~~ability~~as towe ~~commercialize~~expect, ~~our~~or ~~products.~~if Wewe ~~will~~fail ~~be susceptible~~ to address ~~changes in costs in~~ the ~~agricultural~~needs ~~industry as a result~~ of ~~factors beyond~~ our ~~control,~~target ~~such as general economic conditions~~market, ~~seasonal~~or ~~fluctuations,~~other ~~weather~~risks ~~conditions, demand,~~ and ~~government regulations. As a result~~challenges, ~~we may not be able to anticipate or react to changing costs by adjusting~~ our ~~practices,~~business ~~which~~and ~~could~~results ~~cause~~of ~~our operating~~operations ~~results~~will tobe ~~deteriorate~~harmed.

~~Our operations are subject to various health and environmental risks~~22

~~We are~~Any ~~subject~~failure toof ~~numerous~~any ~~state,~~of ~~local~~our ~~and~~key ~~foreign environmental, health and safety laws and regulations, including those governing the~~suppliers ~~handling,~~to ~~use,~~deliver ~~storage,~~necessary ~~treatment,~~materials ~~manufacture~~could ~~and~~result ~~disposal~~in ofdelays ~~wastes,~~in ~~discharge~~our ofproducts ~~pollutants~~development ~~into~~or ~~the~~marketing ~~environment and human health and safety matters~~schedules.

~~Although there~~For ~~are no hazardous substances in~~ the ~~raw~~year ~~materials~~ended ~~used by us that will affect and damage the Company’s employees~~December 31, ~~factory~~2022, ~~other~~ ~~property~~2 ~~and~~major ~~the~~suppliers ~~environment,~~accounted ~~the~~for ~~safety~~more ofthan ~~raw~~10% ~~materials is also one~~ of ~~the~~our ~~requirements when applying for the fertilizer registration certificate~~purchases. We ~~cannot~~are ~~completely~~dependent ~~eliminate~~on ~~the~~our ~~risk~~suppliers offor ~~contamination~~our ~~or discharge and any resultant injury from these materials~~products. IfOur suppliers ~~these~~may ~~risks~~fail ~~were~~ to ~~materialize,~~meet wetimelines ~~could~~or becontractual ~~subject~~obligations toor ~~fines,~~provide ~~liability,~~us ~~reputational~~with ~~harm~~sufficient orproducts, ~~otherwise~~which ~~adverse~~may ~~effects~~adversely onaffect our business. WeFailure ~~may~~to beappropriately ~~sued~~structure ~~for any injury~~ or ~~contamination~~adequately ~~that~~manage ~~results from~~ our ~~use~~agreements orwith ~~the use by~~ third parties ~~of these materials, or~~ may ~~otherwise be~~adversely ~~required~~affect ~~to remedy the contamination, and~~ our ~~liability~~supply ~~may~~of ~~exceed any insurance coverage and our total assets~~products. ~~Furthermore, compliance~~ ~~with~~We ~~environmental, health and safety laws and regulations~~ may not be ~~expensive~~able ~~and~~to ~~may~~replace ~~impair~~a ~~our~~service ~~research~~provider &within ~~development~~a ~~efforts.~~reasonable ~~If we~~period ~~fail~~of ~~to comply with these requirements~~time, weon ~~could~~as ~~incur~~favorable ~~substantial~~terms ~~costs and liabilities, including civil~~ or ~~criminal~~without ~~fines~~disruption ~~and~~to ~~penalties,~~our ~~clean-up~~operations. ~~costs~~Any oradverse ~~capital expenditures for control equipment or operational~~ changes ~~necessary~~ to ~~achieve~~our ~~and~~relationships ~~maintain~~with ~~compliance.~~third-party ~~In addition,~~suppliers wecould ~~cannot~~have ~~predict~~a ~~the~~material ~~impact~~adverse effect on our ~~business of new or amended environmental~~image, ~~health and safety laws or regulations or any~~brand ~~changes in the way existing~~ and ~~future~~reputation, ~~laws~~as ~~and~~well ~~regulations~~as ~~are~~on ~~interpreted~~our ~~and~~business, ~~enforced.~~financial ~~These~~condition ~~current or future laws~~ and ~~regulations may~~results ~~impair~~of ~~our research, development or production efforts~~operations.

19If we do not compete effectively, our results of operations could be harmed.

~~Failure~~Our industry in China is tointensely ~~maintain~~competitive and evolving. Our competitors operate with different business models, have different cost structures or ~~enhance~~participate selectively ~~our~~in ~~brands~~different market segments. They may ultimately prove more successful or ~~image~~more ~~could~~adaptable to new regulatory, technological and other developments. Some of our current and potential competitors have significantly more financial, technical, marketing and other resources than we do and may be able to devote greater resources to the development, promotion, sale and support of their services. Our competitors may also have longer operating histories, more extensive borrower or lender bases, greater brand recognition and brand loyalty and broader partner relationships than us. Additionally, a ~~material~~current or potential competitor may acquire one or more of our existing competitors or form a strategic alliance with one or more of our competitors. If we are unable to compete with such companies and ~~adverse~~meet ~~effect~~the onneed for innovation in our industry, the demand for our services could stagnate or substantially decline, we could experience reduced revenues or our services could fail to achieve or maintain more widespread market acceptance, any of which could harm our business and results of operations.

~~We believe~~If ~~our~~we ~~brands~~fail ~~are associated with a well-recognized, integrated fertilizers company in the local markets that it operates, with consistent high-quality products end customers in China. Our brands are integral~~ to ~~our~~promote ~~sales~~ and ~~marketing~~maintain ~~efforts. Our continued success~~our brand in ~~maintaining~~an ~~and~~effective ~~enhancing our brand~~ and ~~image~~cost-efficient ~~depends~~way, ~~to a large extent on~~ our ~~ability~~business ~~to satisfy customer needs by further developing~~ and ~~maintaining~~results ~~quality~~ of ~~services across our~~ operations, as well as our ability to respond to competitive pressures. If we are unable to satisfy customer needs or if our public image or reputation were otherwise diminished, our business transactions with our customers may ~~decline,~~be ~~which could in turn adversely affect our results of operations~~harmed.

~~Any~~The continued development ~~failure~~and success of our business rely on the recognition of our brands. We believe that developing and maintaining awareness of our brand effectively is critical to ~~protect~~attracting new and retaining existing borrowers and lenders to our ~~trademarks~~services. Successful promotion of our brand and ~~other~~our ~~intellectual~~ability ~~property~~to ~~rights~~attract ~~could~~qualified ~~have~~borrowers aand ~~negative~~sufficient ~~impact~~lenders depend largely on the effectiveness of our marketing efforts and the success of the channels we use to promote our services. Our efforts to build our brand have caused us to incur significant expenses, and it is likely that our future marketing efforts will require us to incur significant additional expenses. These efforts may not result in increased revenues in the immediate future or at all and, even if they do, any increases in revenues may not offset the expenses incurred. If we fail to successfully promote and maintain our brand while incurring substantial expenses, our results of operations and financial condition would be adversely affected, which may impair our ability to grow our business.

~~We have~~Failure one patent over our production device and four trademarks. Any unauthorized use of our intellectual property rights could harm our competitive advantages and business. Historically, China has not protected intellectual property rights to ~~the~~maintain ~~same~~effective ~~extent as the United~~internal ~~States,~~controls ~~and~~in ~~infringement~~accordance ofwith ~~intellectual~~Section ~~property~~404 ~~rights continues to pose a serious risk~~ of ~~doing business in China. Monitoring and preventing unauthorized use are difficult. The measures we take to protect our intellectual property rights may not be adequate. Furthermore,~~ the ~~application~~Sarbanes-Oxley ofAct ~~laws governing intellectual property rights in China and abroad is uncertain and evolving, and~~ could ~~involve~~have ~~substantial risks~~a tomaterial ~~us.~~adverse Ifeffect weon ~~are unable to adequately protect~~ our ~~brand,~~business ~~trademarks~~ and ~~other intellectual property rights, we may lose these rights~~operating ~~and our business may suffer materially~~results.

~~Increases~~If we fail to comply with inthe ~~labor~~requirements ~~costs~~of inSection 404 of the ~~PRC~~Sarbanes-Oxley Act regarding internal control over financial reporting or to remedy any material weaknesses in our internal controls that we may ~~adversely~~identify, ~~affect~~such failure could result in material misstatements in our ~~business~~financial ~~and~~statements, cause investors to lose confidence in our ~~profitability~~reported financial information.

~~China’s~~Pursuant to Section 404 of ~~economy~~the ~~has~~Sarbanes-Oxley ~~experienced~~Act ~~increases~~and incurrent ~~labor~~SEC ~~costs~~regulations, inwe ~~recent~~are ~~years~~required to prepare assessments regarding internal controls over financial reporting. ~~China’s~~In ~~overall~~connection ~~economy~~with ~~and~~our on-going assessment of the ~~average~~effectiveness ~~wage~~of our internal control over financial reporting, we may discover “material weaknesses” in ~~China~~our ~~are~~internal ~~expected~~controls as defined in standards established by the Public Company Accounting Oversight toBoard, ~~continue~~or tothe ~~grow~~PCAOB. ~~The~~A ~~average~~material ~~wage~~weakness ~~level~~is ~~for~~a ~~our~~significant ~~employees~~deficiency, ~~has~~or ~~also~~combination ~~increased~~of significant deficiencies, that results in ~~recent~~more than ~~years.~~a Weremote ~~expect~~likelihood that ~~our~~a ~~labor~~material ~~costs,~~misstatement ~~including wages~~of ~~and~~the ~~employee~~annual ~~benefits,~~or interim financial statements will ~~continue~~not tobe ~~increase~~prevented or detected. The ~~Unless~~PCAOB wedefines ~~are~~“significant ~~able~~deficiency” toas ~~pass~~a ondeficiency ~~these~~that ~~increased~~results ~~labor~~in ~~costs~~more tothan ~~our~~a ~~customers~~remote bylikelihood that a misstatement ~~increasing~~of ~~prices~~the ~~for~~financial ~~our~~statements ~~products~~that is more than inconsequential will not be prevented or ~~services,~~detected. We determined that our ~~profitability~~disclosure controls and ~~results~~procedures ofover ~~operations~~financial ~~may~~reporting beare ~~materially~~not effective and ~~adversely~~were ~~affected~~not effective as of December 31, 2022 and 2021.

In addition, we have been subject to stricter regulatory requirements in terms of entering into labor contracts with our employees and paying various statutory employee benefits, including pensions, housing fund, medical insurance, work-related injury insurance, unemployment insurance and childbearing insurance to designated government agencies for the benefit of our employees. Pursuant to the PRC Labor Contract Law, or the Labor Contract Law, that became effective in January 2008 and its implementing rules that became effective in September 2008 and its amendments that became effective in July 2013, employers are subject to stricter requirements in terms of signing labor contracts, minimum wages, paying remuneration, determining the term of employees’ probation and unilaterally terminating labor contracts. In the event that we decide to terminate some of our employees or otherwise change our employment or labor practices, the Labor Contract Law and its implementation rules may limit our ability to effect those changes in a desirable or cost-effective manner, which could adversely affect our business and results of operations. Besides, pursuant to the Labor Contract Law and its amendments, dispatched employees are intended to be a supplementary form of employment and the fundamental form should be direct employment by enterprises and organizations that require employees.23

~~As the~~The ~~interpretation~~process of designing and ~~implementation~~implementing ofeffective ~~labor-related~~internal ~~laws~~controls ~~and~~is ~~regulations~~a ~~are~~continuous ~~still~~effort ~~evolving,~~that werequires ~~cannot~~us ~~assure~~to ~~you~~anticipate ~~that~~and ~~our~~react ~~employment practice~~to ~~does~~changes ~~not~~in our business and ~~will~~the ~~not~~economic ~~violate~~and ~~labor-related~~regulatory ~~laws~~environments and ~~regulations~~to inexpend ~~China,~~significant ~~which~~resources ~~may~~to ~~subject~~maintain usa tosystem ~~labor~~of ~~disputes~~internal orcontrols ~~government~~that is adequate ~~investigations.~~to Ifsatisfy weour ~~are~~reporting ~~deemed~~obligations toas ~~have~~a ~~violated~~public ~~relevant~~company. ~~labor~~We ~~laws~~cannot ~~and~~assure ~~regulations,~~you that we ~~could~~will beimplement ~~required~~and tomaintain ~~provide~~adequate ~~additional compensation~~controls toover our ~~employees~~financial process and ~~our~~reporting ~~business,~~in ~~financial~~the ~~condition~~future ~~and~~or ~~results~~that ofthe ~~operations~~measures ~~could~~we bewill ~~materially~~take ~~and~~will ~~adversely~~remediate ~~affected~~any material weaknesses that we may identify in the future.

WeOur business depends on the continued efforts ~~lease~~of our ~~factory~~senior ~~and~~management. ~~the~~If ~~land~~one ~~where~~or itmore ~~locates~~of ~~and~~our ~~may~~key ~~experience~~executives ~~risks~~were ~~relating~~unable or unwilling to ~~lease~~continue ~~termination~~in ~~and~~their ~~increase~~present ofpositions, ~~lease~~our ~~expenses~~business may be severely disrupted.

WeOur business operations depend ~~currently~~on ~~lease~~the continued services of our ~~factory~~senior ~~and~~management, particularly the ~~land~~executive onofficers ~~which~~named ~~the~~in ~~factory~~this ~~locates~~report. onWhile awe ~~year-~~have provided different incentives to~~-year~~ ~~basis.~~our ~~Our~~management, ~~lease~~we ~~agreement~~cannot ~~does~~assure ~~not~~you ~~provide~~that ~~for automatic~~we ~~renewal~~can orcontinue ~~extension~~to ~~options~~retain their services. Although we maintained certain accident insurance policies for our officers, we currently do not ~~expect~~carry ~~the~~a ~~landlord~~“key ~~will~~man” ~~stop~~life ~~renewing~~insurance on the ~~lease~~officers. ~~upon~~Therefore, if ~~expiration~~one or more of ~~the~~our ~~current leasing~~key ~~term,~~executives ~~there~~were ~~can~~unable beor nounwilling ~~assurance~~to ~~that~~continue in their present positions, we ~~will~~may incur substantial cost or may not be able to ~~obtain~~replace ~~the~~them ~~renewal~~at orall. ~~extension~~Consequently, atour ~~the~~future ~~lease~~growth ~~end~~may be constrained, our business may be severely disrupted and our financial condition and results of operations may be materially and adversely affected. If that’s the case, we ~~are~~may ~~not~~incur ~~able~~additional expenses to ~~renew~~recruit, ortrain ~~extend~~and ~~our~~retain ~~leases~~qualified atpersonnel. orIn ~~prior~~addition, toalthough ~~the~~we ~~end~~have ofentered ~~the~~into ~~existing~~confidentiality ~~lease~~and ~~terms~~non-competition agreements with our management, orthere ifis ~~the~~no ~~terms~~assurance that any member of ~~such~~our ~~options~~management ~~are~~team ~~unfavorable~~will not join our competitors or form a ~~unacceptable~~competing tobusiness. If any dispute arises between our current or former officers and us, ~~such~~we asmay ~~significant~~have ~~increase~~to ofincur ~~lease~~substantial costs and expenses, in ~~our~~order ~~business,~~to ~~financial~~enforce ~~condition~~such ~~and~~agreements ~~results~~in ofChina ~~operation~~or ~~could~~ we may be ~~adversely~~unable ~~affected~~to enforce them at all.

20Competition for employees is intense, and we may not be able to attract and retain the qualified and skilled employees needed to support our business.

~~Risks~~We believe our success depends ~~Relating~~on the efforts and talent of our employees. Our future success depends on our continued ability to ~~Doing~~attract, ~~Business~~develop, inmotivate ~~China~~and retain qualified and skilled employees. Competition for highly skilled technical, risk management and financial personnel is extremely intense. We may not be able to hire and retain these personnel at compensation levels consistent with our existing compensation and salary structure. Some of the companies with which we compete for experienced employees have greater resources than we have and may be able to offer more attractive terms of employment.

~~Changes~~In addition, we invest significant time and expenses in ~~China’s~~training ~~economic~~our employees, ~~political~~which orincreases ~~social~~their ~~conditions~~value orto ~~government~~competitors ~~policies~~who may seek to recruit them. If we fail to retain our employees, we could ~~have~~incur significant expenses in hiring and training their replacements, and the quality of our services and our ability to serve borrowers and lenders could diminish, resulting in a material adverse effect onto our business ~~and operations~~.

Substantially all of our assets and operations are located in China. Accordingly, our business, financial condition, results of operations and prospects may be influenced to a significant degree by political, economic and social conditions in China generally. The Chinese economy differs from the economies of most developed countries in many respects, including the level of government involvement, level of development, growth rate, control of foreign exchange and allocation of resources. Although the Chinese government has implemented measures emphasizing the utilization of market forces for economic reform, the reduction of state ownership of productive assets, and the establishment of improved corporate governance in business enterprises, a substantial portion of productive assets in China is still owned by the government. In addition, the Chinese government continues to play a significant role in regulating industry development by imposing industrial policies. The Chinese government also exercises significant control over China’s economic growth through allocating resources, controlling payment of foreign currency-denominated obligations, setting monetary policy and providing preferential treatment to particular industries or companies.24

~~While the~~We ~~Chinese~~do ~~economy~~not has experienced significant growth over past decades, growth has been uneven, both geographically and among various sectors of the economy. Any adverse changes in economic conditions in China, in the policies of the Chinese government or in the laws and regulations in China could have aany ~~material adverse effect on the overall economic growth of China. Such developments could adversely affect our~~ business ~~and~~insurance ~~operating results, lead to a reduction in demand for our products and adversely affect our competitive position~~coverage. The Chinese government has implemented various measures to encourage economic growth and guide the allocation of resources. Some of these measures may benefit the overall Chinese economy, but may have a negative effect on us. For example, our financial condition and results of operations may be adversely affected by government control over capital investments or changes in tax regulations. In addition, in the past the Chinese government has implemented certain measures, including interest rate adjustment, to control the pace of economic growth. These measures may cause decreased economic activity in China, which may adversely affect our business and operating results.

~~Uncertainties~~Insurance companies in China currently do not offer as extensive an array of insurance products as insurance companies in more developed economies. Currently, we do not have any business liability or disruption insurance to cover our operations. We have determined that the costs of insuring for these risks and the difficulties associated with ~~respect~~acquiring such insurance on commercially reasonable terms make it impractical for us to have such insurance. Any uninsured business disruptions may result in our incurring substantial costs and the ~~PRC~~diversion ~~legal~~of ~~system~~resources, which could ~~adversely~~have ~~affect~~an usadverse effect on our results of operations and financial condition.

~~The PRC~~We ~~legal~~face ~~system~~risks isrelated ato ~~civil~~natural ~~law system based on written statutes. Unlike the common law system~~disasters, ~~prior court decisions under the civil~~ ~~law~~health ~~system~~epidemics ~~may~~and beother ~~cited~~outbreaks, ~~for~~which ~~reference~~could ~~but~~significantly ~~have~~disrupt ~~limited~~our ~~precedential value~~operations.

~~In 1979,~~We ~~the~~are ~~PRC~~vulnerable ~~government began~~ to ~~promulgate~~natural disasters ~~a comprehensive system of laws~~ and ~~regulations~~other ~~governing economic matters in general~~calamities. ~~The overall~~Fire, ~~effect~~floods, oftyphoons, ~~legislation~~earthquakes, ~~since~~power ~~then~~loss, ~~has~~telecommunications ~~significantly~~failures, ~~enhanced~~break-ins, ~~the protections afforded to various forms of foreign investments in China. However~~war, ~~China has not developed a fully integrated legal system~~riots, terrorist ~~and~~attacks ~~recently~~or ~~enacted~~similar ~~laws~~events ~~and regulations~~ may ~~not~~give ~~sufficiently cover~~rise ~~all~~to ~~aspects~~server ofinterruptions, ~~economic~~breakdowns, ~~activities~~system ~~in China. In particular~~failures, ~~the~~technology ~~interpretation~~service ~~and~~failures ~~enforcement of these laws and regulations involve~~or ~~uncertainties.~~internet ~~Since PRC administrative and court authorities have significant discretion in interpreting and implementing statutory provisions and contractual terms~~failures, itwhich ~~may~~could because ~~difficult~~the toloss ~~evaluate~~or ~~the~~corruption ~~outcome~~ of ~~administrative~~data ~~and~~or ~~court~~malfunctions ~~proceedings and the level~~ of ~~legal~~ ~~protection~~software weor ~~enjoy.~~hardware ~~These~~as ~~uncertainties~~well ~~may~~as ~~affect~~adversely affect our ~~judgment~~ability onto ~~the~~provide ~~relevance~~products ~~of legal requirements~~ and ~~our~~services ~~ability~~on ~~to enforce~~ our ~~contractual rights or tort claims~~service. ~~In addition, the regulatory uncertainties may be exploited through unmerited or frivolous legal actions or threats in attempts to extract payments or benefits from us.~~

~~Furthermore,~~Our business could also be adversely affected by the ~~PRC~~effects ~~legal~~of ~~system~~virus, issuch ~~based~~as inthe ~~part~~novel on(new) ~~government~~coronavirus ~~policies~~that ~~and~~caused ~~internal~~outbreak ~~rules~~of respiratory illness in China (“Covid-19”), ~~some~~flu ofand ~~which~~other ~~are~~diseases. ~~not~~Our ~~published~~business onoperations acould ~~timely~~be ~~basis~~disrupted ~~or at~~if ~~all~~any ~~and~~of ~~may~~our ~~have~~employees ais ~~retroactive~~suspected ~~effect.~~of having Asvirus, aflu ~~result~~and other diseases, wesince ~~may~~it ~~not~~could require our employees to be ~~aware~~quarantined ofand/or our ~~violation~~offices to be disinfected. Our results of operations could be adversely affected to the extent that the any ofvirus, ~~these~~flu ~~policies~~or ~~and~~disease ~~rules~~harms ~~until~~our suppliers and customers ~~sometime~~and ~~after~~harms the ~~violation~~Chinese economy in general. InFor ~~addition~~example, ~~any~~at ~~administrative~~the ~~and~~beginning ~~court~~of ~~proceedings~~2020, Covid-19 broke out in China, ~~may~~and behas ~~protracted~~greatly affected the social life and work across the country. Our business was suspended, ~~resulting~~and inall ~~substantial~~employees had been working from home as required by ~~costs~~the ~~and~~national ~~diversion~~policies ofbefore ~~resources~~the Chinese government successfully controlled and ~~management~~curbed ~~attention~~the spread of the pandemic.

21We may be subject to the general risks underlying the agriculture industry in PRC market.

~~You~~The agriculture industry ~~may~~in ~~experience~~the ~~difficulties~~PRC market has been mature. Particularly, we are principally engaged in ~~effecting~~the ~~service~~fertilizer ofprocessing ~~legal~~and ~~process,~~distribution ~~enforcing~~business ~~foreign~~in the ~~judgments~~PRC. orTherefore, ~~bringing~~we ~~actions~~need to be cautious in ~~China~~selecting ~~against~~our usbusiness focus and expansion strategy, and we should be constantly aware orof ~~our~~the ~~management~~innovation ~~named~~risk, technology risk and market risk in ~~this~~the ~~report~~industries. ~~based~~If onwe ~~foreign~~fail ~~laws~~to make an accurate judgment of the current market, our performance can be severely impacted.

We ~~conduct~~ substantially all of our operations in China, and substantially all of our assets are located in China. In addition, all our directors and executive officers reside within China for a significant portion of the time and are PRC nationals. As a result, it may be ~~difficult~~adversely ~~for~~affected ~~our~~by ~~shareholders to effect service of process upon us or those persons inside China. In addition, China does not have~~global ~~treaties~~economic ~~providing for the reciprocal recognition and enforcement of judgments of courts with the United States of America and many other countries and regions~~conditions. Therefore, recognition and enforcement in China of judgments of a court in any of these non-PRC jurisdictions in relation to any matter not subject to a binding arbitration provision may be difficult or impossible.

WeOur ability to continue to develop and grow our business, build proprietary distribution channels and generate revenues from product sales and royalty payments may ~~rely~~be onadversely ~~dividends~~affected by global economic conditions in the future, including instability in credit markets, declining consumer and business confidence, fluctuating commodity prices and interest rates, volatile exchange rates and other ~~distributions~~challenges onthat ~~equity~~could ~~paid~~affect the byglobal economy such as the changing financial regulatory environment. For example, our ~~PRC~~customers ~~subsidiaries~~and tolicensees ~~fund~~may ~~any~~experience deterioration of their businesses, cash ~~and~~flow shortages or difficulties obtaining financing, ~~requirements~~which wecould adversely affect the demand for our technologies, products and services. In addition, our earnings may be adversely affected by fluctuations in the price of certain commodities, such ~~have~~as grains, milk, meat, biofuels and ~~any~~biomaterials. ~~limitation~~If oncommodity prices are negatively impacted, the ~~ability~~value of our ~~PRC~~products ~~subsidiaries~~could tobe ~~make~~directly and ~~payments~~negatively toimpacted. usAdditionally, ~~could~~growers’ incomes have historically been negatively affected by commodity prices. As a ~~material~~result, fluctuations ~~and~~in ~~adverse~~commodity ~~effect~~prices could have an impact on ~~our~~ growers’ purchasing decisions and negatively affect their ability and decisions to ~~conduct~~purchase our seeds or products that incorporate our proprietary technology. We cannot anticipate all of the ways in which the current economic climate and financial market conditions could adversely impact our business.

We are a Nevada holding company and we rely principally on dividends and other distributions on equity from our PRC subsidiaries for our cash requirements, including for services of any debt we may incur.25

~~Our PRC~~Changes subsidiary’s ability to distribute dividends is based upon its distributable earnings. Current PRC regulations permit our PRC subsidiaries to pay dividends to their respective shareholders only out of their accumulated profits, if any, determined in ~~accordance with~~laws ~~PRC accounting standards~~ and regulations. ~~In addition, each of our PRC subsidiaries are required~~ to ~~set aside at least 10% of its~~which ~~after-tax~~we ~~profits~~are ~~each year~~subject, ~~if any, to fund a statutory reserve until such reserve reaches 50% of its registered capital. Each of our PRC subsidiaries as a Foreign Invested Enterprise,~~ or ~~FIE, is also required~~ to ~~further~~which ~~set~~we ~~aside~~may abecome ~~portion~~subject of its after-tax profits to fund the employee welfare fund, although the amount to be set aside, if any, is determined at its discretion. These reserves are not distributable as cash dividends. If our PRC subsidiary incurs debt on its own behalf in the future, ~~the instruments governing the debt~~ may ~~restrict their ability to pay dividends or make other payments to us. Any limitation on the ability of our PRC subsidiary to distribute dividends or other payments to its shareholder could~~ materially ~~and~~increase ~~adversely limit~~ our ~~ability~~costs toof ~~grow~~operation, ~~make~~decrease ~~investments~~our ~~or acquisitions~~operating ~~that~~revenues ~~could be beneficial to our business, pay dividends or otherwise fund~~ and ~~conduct~~disrupt our business.

~~In addition,~~Laws ~~the~~and ~~Enterprise~~regulatory ~~Income Tax Law~~ standards and ~~its~~procedures ~~implementation rules provide~~ that aimpact ~~withholding~~our ~~tax~~business ~~rate~~are ofcontinuously upchanging. toResponding ~~10% will be applicable~~ to ~~dividends~~these ~~payable~~changes byand ~~Chinese~~meeting ~~companies~~existing toand ~~non-PRC-resident~~new ~~enterprises unless otherwise exempted or reduced according to treaties~~requirements ormay ~~arrangements~~be ~~between~~costly ~~the PRC central government~~ and ~~governments~~burdensome. ofChanges ~~other~~in ~~countries~~laws orand ~~regions~~regulations ~~where~~may ~~the~~occur ~~non-PRC~~that ~~resident enterprises are incorporated.~~could:

~~Our employment~~● ~~practices~~impair ~~may~~or beeliminate ~~adversely~~our ~~impacted~~ability ~~under~~to ~~the~~source ~~labor~~technology ~~contract~~and ~~law~~develop ofour ~~the~~products, ~~PRC.~~including validating our products through field trials and passing biosafety evaluations;

~~The PRC~~● ~~National~~increase ~~People’s~~our ~~Congress~~compliance ~~promulgated the Labor Contract Law which became effective on January 1, 2008~~ and ~~was~~other ~~amended~~costs ~~on December~~of ~~28,~~doing ~~2012,~~business ~~and~~through ~~the~~increases ~~State~~in ~~Council promulgated implementing rules for~~ the ~~Labor~~cost ~~Contract~~to ~~Law~~protect onour ~~September~~intellectual 18property, ~~2008.~~including ~~The~~know-how, ~~labor~~trade ~~contract law~~secrets and ~~the~~regulatory ~~implementing rules impose requirements concerning~~data, ~~among~~or ~~others,~~increases ~~the~~in ~~execution of written contracts between employers and employees,~~ the ~~time~~cost ~~limits~~to ~~for~~obtain ~~probationary periods, and~~ the ~~length~~necessary ofregulatory ~~employment~~approvals ~~contracts.~~to ~~The~~commercialize ~~interpretation~~ and ~~implementation~~market ~~of these regulations are still evolving, our employment practices may violate~~ the ~~labor~~products ~~contract law and related regulations and~~ we ~~could be~~develop ~~subject~~directly ~~to penalties, fines~~ or legal fees as a result. If we are subject to severe penalties or incur significant legal fees in connection with labor law disputes or investigations, our business, financial condition and results of operations may be adversely affected.jointly;

22● require significant product redesign or redevelopment;

~~We may~~● berender ~~subject~~our toseed ~~additional~~traits ~~contributions~~and oftechnology ~~social~~and ~~insurance~~products ~~and~~that ~~housing~~incorporate ~~fund~~them ~~and~~less ~~late~~profitable ~~payments~~or ~~and~~less ~~fines~~attractive ~~imposed~~compared byto ~~relevant~~competing ~~governmental authorities.~~products; and

~~In accordance~~● ~~with~~reduce the ~~PRC~~amount ~~Social Insurance Law and the Regulations on the Administration~~ of ~~Housing~~revenues ~~Fund~~we ~~and~~receive ~~other~~from ~~relevant~~government ~~laws and regulations~~grants, ~~China~~ ~~establishes~~licenses a social insurance system and other employee benefits including basic pension insurance, basic medical insurance, work-related injury insurance, unemployment insurance, maternity insurance, housing fund, and a handicapped employment security fund, or collectively the Employee Benefits. An employer shall pay the Employee Benefits for its employees in accordance with the rates provided under relevant regulations and shall withhold the social insurance and other ~~Employee Benefits that should be assumed by the employees~~royalties. For example, an employer that has not made social insurance contributions at a rate and based on an amount prescribed by the law, or at all, may be ordered to rectify the non-compliance and pay the required contributions within a stipulated deadline and be subject to a late fee of up to 0.05% or 0.2% per day, as the case may be. If the employer still fails to rectify the failure to make social insurance contributions within the stipulated deadline, it may be subject to a fine ranging from one to three times of the amount overdue.

~~Under the~~Any ~~Social~~of ~~Insurance~~these ~~Law~~events ~~and~~could have ~~the~~a ~~Regulations~~material adverse effect on ~~the~~our ~~Administration~~business, results of ~~Housing~~operations ~~Fund,~~and ~~PRC~~financial ~~subsidiaries~~condition. ~~shall~~Legislation ~~register~~and ~~with~~jurisprudence ~~local~~on ~~social~~intellectual ~~insurance~~property ~~agencies~~in ~~and~~the ~~register~~key ~~with~~markets ~~applicable~~where ~~housing~~we ~~fund~~seek ~~management~~protection, ~~centers~~primarily ~~and~~in ~~establish~~China, ais ~~special~~evolving ~~housing~~and ~~fund~~changes ~~account~~ in anlaws ~~entrusted~~could affect our ability to ~~bank~~obtain or maintain intellectual property protection for our products. ~~Both~~Any ~~PRC~~changes ~~subsidiaries~~to these existing laws and ~~their~~regulations ~~employees~~may ~~are~~materially increase ~~required~~our tocosts, ~~contribute~~decrease toour ~~the~~revenues ~~Employee~~and ~~Benefits~~disrupt our business.

~~As of~~The ~~the~~overall ~~date~~agricultural ofindustry ~~this report, our PRC subsidiary~~ is ~~in the process of completing the social insurance registration and the housing fund~~susceptible ~~registration, and we have made adequate contributions~~ to ~~Employee~~commodity ~~Benefits~~price ~~for~~changes ~~our~~and ~~employees. We have recorded accruals for the estimated underpaid amounts of Employee Benefits in our financial statements. As of the date of this report,~~ we ~~have not received any notice from the relevant government authorities or any claim or request from these employees in this regard. However~~, wealong ~~cannot~~with ~~assure~~our ~~you~~customers ~~that the relevant government authorities will not require us to pay the outstanding amount~~ and ~~impose~~grower ~~late fees or fines on us. If we fail to make the outstanding Employee Benefit contributions within the prescribed time frame~~customers, ~~we may be subject to a fine of up to three times the amount of the overdue payment. If we~~ are ~~otherwise~~exposed ~~subject~~ to ~~investigations~~market ~~related~~risks tofrom ~~non-compliance~~changes ~~with labor laws and are imposed severe penalties or incur significant legal fees~~ in ~~connection with labor law disputes or investigations, our business, financial condition~~commodity ~~and results of operations may be adversely affected~~prices.

~~Non-compliance~~Changes in the prices of ~~with~~certain ~~labor-related~~commodity ~~laws~~products ~~and~~could ~~regulations~~result ofin higher overall cost along the ~~PRC~~agricultural supply chain, which may ~~have~~negatively anaffect ~~adverse~~our ~~impact~~ability to oncommercialize our ~~financial~~products. ~~condition~~We ~~and~~will ~~results~~be susceptible to changes in costs in the agricultural industry as a result of ~~operation~~factors beyond our control, such as general economic conditions, seasonal fluctuations, weather conditions, demand, and government regulations. As a result, we may not be able to anticipate or react to changing costs by adjusting our practices, which could cause our operating results to deteriorate.

~~We have~~Our ~~been~~operations subject to stricter regulatory requirements in terms of entering into labor contracts with our employees and paying various statutory employee benefits, including pensions, housing fund, medical insurance, work-related injury insurance, unemployment insurance and childbearing insurance to designated government agencies for the benefit of our employees. Pursuant to the PRC Labor Contract Law, or the Labor Contract Law, that became effective in January 2008 and its implementing rules that became effective in September 2008 and was amended in July 2013, employers are subject to ~~stricter~~various ~~requirements in terms of signing labor contracts, minimum wages, paying remuneration,~~health ~~determining the term of employees’ probation~~ and ~~unilaterally~~environmental terminating labor contracts. In the event that we decide to terminate some of our employees or otherwise change our employment or labor practices, the Labor Contract Law and its implementation rules may limit our ability to effect those changes in a desirable or cost-effective manner, which could adversely affect our business and results of operations. We believe our current practice complies with the Labor Contract Law and its amendments. However, the relevant governmental authorities may take a different view and impose fines on us.risks

~~As the~~We ~~interpretation~~are ~~and~~subject ~~implementation~~to ofnumerous state, ~~labor-related~~local ~~laws~~ and ~~regulations~~foreign ~~are still evolving~~environmental, wehealth ~~cannot assure you that our employment practice does not~~ and ~~will~~safety ~~not violate labor-related~~ laws and regulations ~~in China~~, ~~which~~including ~~may~~those ~~subject~~governing usthe tohandling, ~~labor~~use, ~~disputes or government~~storage, ~~investigations.~~treatment, Ifmanufacture weand ~~are~~disposal ~~deemed~~of ~~to have violated relevant labor laws and regulations~~wastes, wedischarge ~~could~~of bepollutants ~~required~~into tothe ~~provide~~environment ~~additional compensation to our employees~~ and ~~our~~human ~~business,~~health ~~financial condition~~ and ~~results~~safety ~~of operations could be materially and adversely affected~~matters.

~~The custodians or authorized users of our controlling non-tangible assets, including chops and seals, may fail to fulfill their responsibilities, or misappropriate or misuse these assets.~~26

~~Under~~Although there are no hazardous ~~PRC~~substances ~~law,~~in ~~legal~~the ~~documents~~raw ~~for~~materials ~~corporate~~used ~~transactions~~by us that will affect and damage the Company’s employees, ~~including~~factory, ~~agreements~~other property and ~~contracts~~the environment, ~~are~~the ~~executed~~safety ~~using~~of raw materials is also one of the ~~chop~~requirements when applying for the fertilizer registration certificate. We cannot completely eliminate the risk of contamination or ~~seal~~discharge and any resultant injury from these materials. If these risks were to materialize, we could be subject to fines, liability, reputational harm or otherwise adverse effects on our business. We may be sued for any injury or contamination that results from our use or the use by third parties of these materials, or may otherwise be required to remedy the ~~signing~~contamination, and our liability may exceed any insurance coverage and our total assets. Furthermore, compliance with environmental, ~~entity~~health orand safety laws and regulations may be expensive and may impair our research & development efforts. If we fail to comply with these requirements, we could incur substantial costs and liabilities, including civil or criminal fines and penalties, clean-up costs or capital expenditures for control equipment or operational changes necessary to achieve and maintain compliance. In addition, we cannot predict the ~~signature~~impact on our business of anew ~~legal~~or ~~representative~~amended ~~whose~~environmental, ~~designation~~health isand ~~registered~~safety laws or regulations or any changes in the way existing and ~~filed~~future ~~with~~laws ~~relevant~~and ~~PRC~~regulations ~~industry~~are interpreted and ~~commerce~~enforced. These current or future laws and regulations may impair our research, development ~~authorities~~or production efforts.

23Failure to maintain or enhance our brands or image could have a material and adverse effect on our business and results of operations.

~~In order~~We tobelieve ~~secure~~our ~~the~~brands ~~use~~are associated ofwith ~~our~~a ~~chops and seals~~well-recognized, weintegrated ~~have~~fertilizers ~~established~~company ~~internal~~in ~~control~~the ~~procedures~~local ~~and~~markets ~~rules~~that ~~for~~it ~~using~~operates, ~~these~~with ~~chops~~consistent ~~and seals.~~high-quality Inproducts ~~any~~end ~~event~~customers ~~that~~in ~~the~~China. ~~chops~~Our ~~and~~brands ~~seals~~ are ~~intended~~integral to ~~be used, the responsible personnel will submit the application through~~ our ~~office automation~~sales ~~system~~ and ~~the~~marketing ~~application~~efforts. ~~will~~Our becontinued ~~verified~~success ~~and approved by authorized employees~~ in ~~accordance~~maintaining ~~with~~and enhancing our ~~internal~~brand ~~control procedures~~ and ~~rules.~~image Independs ~~addition, in order~~ to ~~maintain~~a ~~the~~large ~~physical~~extent ~~security~~on of our ~~chops,~~ability weto ~~generally~~satisfy ~~have~~customer ~~them~~needs ~~stored~~by infurther ~~secured~~developing ~~locations~~and ~~accessible~~maintaining ~~only~~quality toof ~~authorized~~services ~~employees.~~across ~~Although~~our ~~we monitor such authorized employees~~operations, ~~the~~as ~~procedures~~well ~~may~~as ~~not~~our beability ~~sufficient~~ to ~~prevent~~respond ~~all~~to ~~instances of~~competitive ~~abuse or negligence~~pressures. ~~There~~If iswe aare ~~risk~~unable ~~that~~to ~~our~~satisfy ~~employees could abuse their authority, for example, by entering into a contract not~~customer ~~approved~~needs ~~by us~~ or ~~seeking~~if ~~to gain control of one of~~ our ~~subsidiaries.~~public Ifimage ~~any employee obtains, misuses~~ or ~~misappropriates~~reputation ~~our~~were ~~chops~~otherwise ~~and seals or other controlling non-tangible assets for whatever reason~~diminished, weour ~~could~~business ~~experience~~transactions ~~disruption~~with to our ~~normal~~customers ~~business operations, and we~~ may ~~have to take corporate or legal action~~decline, which could ~~involve~~in ~~significant~~turn ~~time~~adversely ~~and~~affect ~~resources~~our toresults ~~resolve~~of ~~and divert management from our~~ operations.

~~Fluctuations in~~Any ~~exchange~~failure ~~rates~~to ~~could~~protect ~~have~~our atrademarks ~~material~~ and other ~~adverse~~intellectual ~~effect~~property onrights ~~our~~could ~~results~~have ofa ~~operations~~negative ~~and~~impact ~~the~~on ~~value~~our ~~of your investment~~business.

~~The value~~We ofhave ~~the~~one ~~Renminbi~~patent ~~against~~over ~~the~~our production ~~U.S.~~device ~~dollar~~ and ~~other~~four ~~currencies~~trademarks. ~~may~~Any ~~fluctuate~~unauthorized ~~and~~use isof ~~affected~~our ~~by,~~intellectual ~~among~~property ~~other~~rights ~~things,~~could ~~changes~~harm inour ~~political~~competitive advantages and ~~economic~~business. ~~conditions~~Historically, ~~and~~China ~~the~~has ~~foreign~~not ~~exchange~~protected ~~policy~~intellectual ~~adopted~~property byrights ~~the PRC government. It is difficult~~ to ~~predict how long such depreciation of RMB against~~ the ~~U.S.~~same ~~dollar~~extent ~~may~~as ~~last and when and how~~ the ~~relationship~~United ~~between~~States, ~~the RMB~~ and ~~the~~infringement of ~~U.S. dollar~~intellectual ~~may~~property ~~change~~rights ~~again. All~~continues ofto ~~our~~pose ~~revenues~~a ~~and~~serious ~~substantially~~risk ~~all~~ of ~~our~~doing ~~costs~~business ~~are denominated~~ in ~~Renminbi~~China. WeMonitoring ~~are a holding company~~ and wepreventing ~~rely~~unauthorized ~~on dividends~~use ~~paid~~are bydifficult. ~~our~~The ~~operating~~measures ~~subsidiaries~~we intake ~~China~~to ~~for~~protect our ~~cash~~intellectual ~~needs.~~property ~~Any~~rights ~~significant revaluation of Renminbi~~ may ~~materially~~not ~~and~~be ~~adversely affect our results of operations and financial position reported in Renminbi when translated into U~~adequate.S. ~~dollars~~Furthermore, ~~and~~ the ~~value~~application of~~, and~~ ~~any~~laws ~~dividends~~governing ~~payable~~intellectual ~~on,~~property ~~the~~rights ~~common stock~~ in ~~U.S.~~China ~~dollars.~~and Toabroad ~~the~~is ~~extent~~uncertain ~~that~~and ~~we need to convert U.S. dollars into Renminbi for our operations~~evolving, ~~appreciation~~and ofcould ~~the~~involve ~~Renminbi~~substantial ~~against~~risks ~~the~~to Uus.~~S. dollar would have an adverse effect on the Renminbi amount we would receive.~~ ~~Conversely,~~If if we ~~decide~~are unable to ~~convert~~adequately protect our ~~Renminbi~~brand, ~~into~~trademarks ~~U.S.~~and ~~dollars~~other ~~for~~intellectual ~~the~~property ~~purpose~~rights, ofwe ~~making~~may ~~payments~~lose ~~for~~these ~~dividends~~rights onand our ~~common stock~~ ~~or for other~~ business ~~purposes,~~may ~~appreciation~~suffer ~~of the U~~materially.~~S. dollar against the Renminbi would have a negative effect on the U.S. dollar amount.~~

~~Governmental control~~Increases ofin ~~currency~~labor ~~conversion~~costs ~~may~~in ~~limit~~the ~~our~~PRC ~~ability~~may toadversely ~~utilize~~affect our business ~~revenues effectively~~ and ~~affect~~our ~~the value of your investment~~profitability.

~~The PRC~~China’s ~~government~~economy ~~imposes~~has experienced ~~controls~~increases onin ~~the~~labor ~~convertibility~~costs ofin ~~the~~recent ~~Renminbi~~years. ~~into~~China’s ~~foreign~~overall ~~currencies~~economy and, ~~in certain cases,~~ the ~~remittance~~average ~~of currency~~wage ~~out~~in of China. Weare ~~receive~~expected ~~substantially~~to ~~all of our revenues in Renminbi. Under our current corporate structure, our holding company~~continue ~~primarily relies on dividend payments from our PRC subsidiaries~~ to ~~fund any cash and financing requirements we may have~~grow. ~~Under~~The ~~existing PRC~~average ~~foreign~~wage ~~exchange~~level ~~regulations,~~for ~~payments~~our ofemployees ~~current~~has ~~account~~also ~~items,~~increased ~~including profit distributions, interest payments and trade and service-related foreign exchange transactions, can be made~~ in ~~foreign~~recent ~~currencies without prior approval of SAFE by complying with certain procedural requirements~~years. ~~Specifically,~~We ~~under~~expect ~~the~~that ~~existing exchange restrictions, without prior approval of SAFE, cash generated from the operations of~~ our ~~PRC~~labor ~~subsidiaries in China may be used to pay dividends to our company. However~~costs, ~~approval~~including ~~from or registration with~~wages ~~appropriate government authorities is required where Renminbi is to be converted into foreign currency~~ and ~~remitted~~employee ~~out~~benefits, ofwill ~~China~~continue to ~~pay capital expenses such as the repayment of loans denominated in foreign currencies~~increase. AsUnless ~~a result,~~ we ~~need~~are toable ~~obtain SAFE approval~~ to ~~use cash~~pass ~~generated~~on ~~from~~these ~~the~~increased ~~operations~~labor ofcosts ~~our PRC subsidiaries~~ to ~~pay~~our ~~off~~customers ~~their~~by ~~respective debt in a currency other than Renminbi owed to~~increasing ~~entities~~prices ~~outside China, or to make other capital expenditure payments outside China in a currency other than Renminbi. The PRC government may at its discretion restrict access to foreign currencies~~ for ~~current~~our ~~account~~products ~~transactions~~or inservices, ~~the future. If the foreign exchange control system prevents us from obtaining sufficient foreign currencies to satisfy~~ our ~~foreign~~profitability ~~currency~~and ~~demands,~~results weof operations may ~~not~~ be ~~able~~materially toand ~~pay~~adversely ~~dividends in foreign currencies to our shareholders, including holders of the common stock~~affected.

24In addition, we have been subject to stricter regulatory requirements in terms of entering into labor contracts with our employees and paying various statutory employee benefits, including pensions, housing fund, medical insurance, work-related injury insurance, unemployment insurance and childbearing insurance to designated government agencies for the benefit of our employees. Pursuant to the PRC Labor Contract Law, or the Labor Contract Law, that became effective in January 2008 and its implementing rules that became effective in September 2008 and its amendments that became effective in July 2013, employers are subject to stricter requirements in terms of signing labor contracts, minimum wages, paying remuneration, determining the term of employees’ probation and unilaterally terminating labor contracts. In the event that we decide to terminate some of our employees or otherwise change our employment or labor practices, the Labor Contract Law and its implementation rules may limit our ability to effect those changes in a desirable or cost-effective manner, which could adversely affect our business and results of operations. Besides, pursuant to the Labor Contract Law and its amendments, dispatched employees are intended to be a supplementary form of employment and the fundamental form should be direct employment by enterprises and organizations that require employees.

PRC regulations relating to the establishment of offshore special purpose companies by PRC residents may subject our PRC resident beneficial owners or our PRC subsidiaries to liability or penalties, limit our ability to inject capital into our PRC subsidiaries, limit our PRC subsidiaries’ ability to increase their registered capital or distribute profits to us, or may otherwise adversely affect us.27

~~In July~~As ~~2014, SAFE promulgated~~ the ~~Circular~~interpretation onand implementation ~~Relevant~~of ~~Issues~~labor-related ~~Concerning~~laws ~~Foreign Exchange Control on Domestic Residents’ Offshore Investment~~ and ~~Financing~~regulations ~~and~~are ~~Roundtrip~~still ~~Investment Through Special Purpose Vehicles~~evolving, orwe ~~SAFE~~cannot ~~Circular~~assure ~~37,~~you tothat ~~replace~~our ~~the~~employment ~~Notice~~practice ondoes ~~Relevant~~not and ~~Issues~~will ~~Concerning~~not ~~Foreign~~violate ~~Exchange~~labor-related ~~Administration~~laws ~~for Domestic Residents’ Financing~~ and ~~Roundtrip~~regulations ~~Investment~~in ~~Through Offshore Special Purpose Vehicles~~China, orwhich ~~SAFE~~may ~~Circular~~subject ~~75,~~us ~~which ceased~~ to belabor ~~effective~~disputes ~~upon~~or ~~the~~government ~~promulgation of SAFE Circular 37~~investigations. ~~SAFE Circular 37 requires~~If ~~PRC~~we ~~residents~~are ~~(including~~deemed ~~PRC individuals and PRC corporate entities)~~ to ~~register~~have ~~with~~violated ~~SAFE~~relevant orlabor ~~its~~laws ~~local~~and ~~branches~~regulations, inwe ~~connection~~could ~~with~~be ~~their direct~~required orto ~~indirect~~provide ~~offshore~~additional ~~investment~~compensation ~~activities. SAFE Circular 37 is applicable~~ to our ~~shareholders~~employees and ~~who~~our ~~are~~business, ~~PRC~~financial ~~residents~~condition and ~~may~~results ~~be applicable~~of tooperations ~~any~~could ~~offshore~~be ~~acquisitions~~materially ~~that~~and weadversely ~~make in the future~~affected.

~~Under SAFE~~We ~~Circular~~lease ~~37,~~our ~~PRC~~factory ~~residents~~and ~~who make, or have prior to~~ the ~~implementation~~land ~~of SAFE Circular 37 made, direct or indirect investments~~where init ~~offshore~~locates ~~special~~and purpose vehicles, or SPVs, will be required to register such investments with SAFE or its local branches. In addition, any PRC resident who is a direct or indirect shareholder of an SPV is required to update its filed registration with the local branch of SAFE with respect to that SPV, to reflect any material change. Moreover, any subsidiary of such SPV in China is required to urge the PRC resident shareholders to update their registration with the local branch of SAFE. If any PRC shareholder of such SPV fails to make the required registration or to update the previously filed registration, the subsidiary of such SPV in China may beexperience ~~prohibited~~risks ~~from distributing~~relating ~~its profits or the proceeds from any capital reduction, share transfer or liquidation~~ to ~~the~~lease ~~SPV,~~termination and ~~the~~increase SPV may also be prohibited from making additional capital contributions into its subsidiary in China. On February 13, 2015, the SAFE promulgated a Notice on Further Simplifying and Improving Foreign Exchange Administration Policy on Direct Investment, or SAFE Notice 13, which became effective on June 1, 2015. Under SAFE Notice 13, applications for foreign exchange registration of ~~inbound~~lease ~~foreign direct investments and outbound overseas direct investments, including those required under SAFE Circular 37, will be filed with qualified banks instead of SAFE~~expenses. ~~The qualified banks will directly examine the applications and accept registrations under the supervision of SAFE.~~

~~Some of~~We ~~our~~currently ~~shareholders~~lease ~~that~~our wefactory and ~~are~~the ~~aware~~land ofon ~~are~~which ~~subject~~the tofactory ~~SAFE~~locates ~~regulations,~~on ~~and~~a weyear-to-year ~~expect~~basis. ~~all~~Our oflease ~~these~~agreement ~~shareholders~~does ~~will~~not ~~have~~provide ~~completed all~~for ~~necessary~~automatic ~~registrations~~renewal ~~with the local SAFE branch~~ or ~~qualified banks as required by SAFE Circular 37~~extension options. WeAlthough ~~cannot~~we ~~assure~~do ~~you,~~not ~~however, that~~expect ~~all~~the oflandlord ~~these~~will ~~individuals~~stop ~~may~~renewing ~~continue~~the tolease ~~make~~upon ~~required~~expiration ~~filings~~of orthe ~~updates~~current inleasing ~~a timely manner~~term, orthere ~~at all. We~~ can ~~provide~~ be no assurance that we ~~are or~~ will inbe ~~the~~able ~~future continue~~ to beobtain ~~informed~~the ofrenewal ~~identities~~or ofextension ~~all~~at ~~PRC~~the ~~residents~~lease ~~holding~~end. ~~direct~~If orwe ~~indirect~~are ~~interest~~not inable ~~our company.~~to ~~Any~~renew ~~failure~~ or ~~inability~~extend byour ~~such~~leases at ~~individuals~~or prior to ~~comply~~the ~~with~~end ~~SAFE~~of ~~regulations~~the ~~may~~existing ~~subject~~lease usterms, toor ~~fines~~if orthe ~~legal~~terms ~~sanctions,~~of such as ~~restrictions~~options onare ~~our~~unfavorable ~~cross-border investment activities~~ or ~~our~~unacceptable ~~PRC subsidiaries’ ability~~ to ~~distribute dividends to~~us, orsuch ~~obtain~~as significant ~~foreign~~increase ~~exchange-denominated~~of ~~loans~~lease ~~from~~expenses, our ~~company or prevent us from making distributions or paying dividends. As a result~~business, ~~our~~financial ~~business operations~~condition and ~~our~~results ~~ability~~of tooperation ~~make distributions to you~~ could be ~~materially and~~ adversely affected.

~~Furthermore, as~~Contractual ~~these~~arrangements ~~foreign~~WFOE ~~exchange~~has ~~regulations are still relatively new and their interpretation and implementation have been constantly evolving,~~entered itinto ismay ~~unclear how these regulations, and any future regulation concerning offshore or cross-border transactions, will~~ be ~~interpreted, amended~~subject ~~and~~to ~~implemented~~scrutiny by the ~~relevant~~PRC ~~government~~tax authorities. ~~For example, we may be subject to a more stringent review~~ and approval process with respect to our foreign exchange activities, such as remittance of dividends and foreign-currency-denominated borrowings, which may adversely affect our financial condition and results of operations. In addition, if we decide to acquire a ~~PRC~~finding ~~domestic company, we cannot assure you~~ that we orowe ~~the~~additional ~~owners~~taxes ofcould ~~such~~substantially ~~company,~~reduce ~~as the case may be, will be able to obtain the necessary approvals or complete~~our ~~the~~consolidated ~~necessary~~net ~~filings~~income and ~~registrations required by~~ the ~~foreign~~value ~~exchange~~of ~~regulations.~~your ~~This may restrict our ability to implement our acquisition strategy and could adversely affect our business and prospects~~investment.

~~Any~~Under PRC laws and regulations, ~~failure~~arrangements and transactions among related parties may be subject to ~~comply~~audit ~~with~~or challenge by the PRC ~~regulations~~tax ~~regarding~~authorities within ten years after the ~~registration~~taxable ~~requirements~~year ~~for~~when ~~employee~~the ~~stock~~transactions ~~incentive~~are ~~plans~~conducted. ~~may~~We ~~subject~~could face material and adverse tax consequences if the PRC tax authorities ~~plan~~determine ~~participants~~that orthe uscontractual toarrangements ~~fines~~of the WFOE do not represent arm’s-length prices and consequently adjust WFOE’s income in the form of a transfer pricing adjustment. A transfer pricing adjustment could, among other ~~legal~~things, result in a reduction, for PRC tax purposes, of expense deductions recorded by the WFOE, which could in turn increase its tax liabilities. In addition, the PRC tax authorities may impose late payment fees and other penalties on WFOE for any unpaid taxes. Our consolidated net income may be materially and adversely affected if WFOE’s tax liabilities increase or ~~administrative~~if ~~sanctions~~they are subject to late payment fees or other penalties.

~~In February~~We ~~2012,~~may ~~SAFE~~be ~~promulgated~~affected ~~the~~by ~~Notices~~adverse onchanges ~~Issues Concerning the Foreign Exchange Administration for Domestic Individuals Participating~~ in ~~Stock Incentive Plan of Overseas Publicly Listed Company, replacing earlier rules promulgated in 2007. Pursuant to these rules, PRC~~ ~~citizens~~taxation ~~and non-PRC citizens who reside in China for a continuous period of not less than one year who participate in any stock incentive plan of an overseas publicly listed company~~law, ~~subject~~tax totreaties ~~a few exceptions, are required to register with SAFE through a domestic qualified agent, which could be the PRC subsidiaries of such overseas-listed company,~~ and ~~complete certain other procedures. In addition, an overseas-entrusted institution must be retained to handle matters~~ in ~~connection with~~ the ~~exercise~~practice ~~or sale~~ of ~~stock~~tax ~~options and the purchase or sale of shares and interests~~authorities. We and our executive officers and other employees who are PRC citizens or who reside in the PRC for a continuous period of not less than one year and who have been granted options will be subject to these regulations when our company becomes an overseas-listed company upon effectiveness of this Registration Statement. Failure to complete the SAFE registrations may subject them to fines and legal sanctions, there may be additional restrictions on the ability of them to exercise their stock options or remit proceeds gained from the sale of their stock into the PRC. We also face regulatory uncertainties that could restrict our ability to adopt incentive plans for our directors, executive officers and employees under PRC law.

25Changes in taxation legislation, tax treaties and in the practice of tax authorities can affect investment behavior which can have the effect of making specific kinds of investment products either more or less attractive to existing or potential clients.

IfWe cannot predict the impact weof ~~are~~future ~~classified~~changes asto tax legislation, tax treaties and the practice of tax authorities on our business or on the attractiveness of our investment products. Amendments to existing tax legislation (in particular if there is a ~~PRC~~withdrawal ~~resident~~of ~~enterprise~~any ~~for~~available ~~PRC~~tax ~~enterprise~~relief ~~income~~or an increase in tax ~~purposes,~~rates) ~~such~~and ~~classification~~tax ~~could~~treaties ~~result~~or the introduction of new rules and new tax treaties or changes in ~~unfavorable~~the practice of tax authorities may affect the investment decisions of either existing or potential clients. Changes from time to time in the interpretation of existing tax ~~consequences~~laws, amendments to usexisting ~~and~~tax ~~our~~rates, ~~non-PRC~~the ~~shareholders~~introduction of new tax legislation and tax treaties, a change in the ~~common~~interpretation of ~~stock~~tax ~~holders~~legislation, any change in the practice of enforcement of such legislation or any particular change in our tax treatment or our funds could have a material adverse effect on our business, growth prospects, net inflows of AUM, fee income, results of operations and/or financial condition.

Under the PRC Enterprise Income Tax Law and its implementation rules, an enterprise established outside of the PRC with its “de facto management body” within the PRC is considered a “resident enterprise” and will be subject to the enterprise income tax on its global income at the rate of 25%. The implementation rules define the term “de facto management body” as the body that exercises full and substantial control and overall management over the business, productions, personnel, accounts and properties of an enterprise. In 2009, the State Administration of Taxation, or SAT, issued a circular, known as SAT Circular 82, which provides certain specific criteria for determining whether the “de facto management body” of a PRC-controlled enterprise that is incorporated offshore is located in China. Although this circular applies only to offshore enterprises controlled by PRC enterprises or PRC enterprise groups, not those controlled by PRC individuals or foreigners, the criteria set forth in the circular may reflect the SAT’s general position on how the “de facto management body” text should be applied in determining the tax resident status of all offshore enterprises. According to SAT Circular 82, an offshore incorporated enterprise controlled by a PRC enterprise or a PRC enterprise group will be regarded as a PRC tax resident by virtue of having its “de facto management body” in China, and will be subject to PRC enterprise income tax on its global income only if all of the following conditions are met: (i) the primary location of the day-to-day operational management is in the PRC; (ii) decisions relating to the enterprise’s financial and human resource matters are made or are subject to approval by organizations or personnel in the PRC; (iii) the enterprise’s primary assets, accounting books and records, company seals, and board and shareholder resolutions are located or maintained in the PRC; and (iv) at least 50% of voting board members or senior executives habitually reside in the PRC.28

~~We believe~~Risks ~~our company is not a PRC resident enterprise for PRC tax purposes. However, the tax resident status of an enterprise is subject~~Relating to ~~determination~~Doing byBusiness the PRC tax authorities and uncertainties remain with respect to the interpretation of the term “de facto management body.” If the PRC tax authorities determine that our company is a PRC resident enterprise for enterprise income tax purposes, we would be subject to PRC enterprise income on our worldwide income at the rate of 25%. Furthermore, we would be required to withhold a 10% tax from dividends we pay to our shareholders that are non-resident enterprises. In addition, non-resident enterprise shareholders (including the common stock holders) may be subject to PRC tax on gains realized on the sale or other disposition of the common stock, if such income is treated as sourced from within the PRC. Furthermore, if we are deemed a PRC resident enterprise, dividends paid to our non-PRC individual shareholders (including the common stock holders) and any gain realized on the transfer of the common stock or ordinary shares by such shareholders may be subject to PRC tax at a rate of 20% (which, in the case of dividends, may be withheld at source by us). These rates may be reduced by an applicable tax treaty, but it is unclear whether non-PRC shareholders of our company would be able to claim the benefits of any tax treaties between their country of tax residence and the PRC in the event that we are treated as a PRC resident enterprise. Any such tax may reduce the returns on your investment in our common stock.China

~~We face~~Changes ~~uncertainty~~in ~~with~~China’s ~~respect~~economic, topolitical or ~~indirect~~social ~~transfers~~conditions ofor ~~equity~~government ~~interests~~policies incould ~~PRC~~have ~~resident~~a ~~enterprises~~material byadverse ~~their~~effect ~~non-PRC~~on ~~holding~~our ~~companies~~business and operations.

OnSubstantially all of our ~~February 3,~~assets ~~2015,~~and ~~the~~operations ~~SAT~~are ~~issued~~located ~~the~~in ~~Public~~China. ~~Notice~~Accordingly, ~~Regarding~~our ~~Certain~~business, ~~Corporate~~financial ~~Income~~condition, ~~Tax~~results ~~Matters~~of onoperations ~~Indirect~~and ~~Transfer~~prospects ofmay ~~Properties~~be byinfluenced ~~Non-Tax~~to ~~Resident~~a ~~Enterprises~~significant degree by political, oreconomic ~~SAT~~and ~~Bulletin~~social 7conditions in China generally. ~~SAT~~The ~~Bulletin~~Chinese 7economy ~~extends~~differs ~~its~~from the ~~tax~~economies ~~jurisdiction~~of tomost ~~transactions~~developed ~~involving~~countries in many respects, including the ~~transfer~~ level of ~~taxable~~government ~~assets~~involvement, ~~through~~level ~~offshore~~of ~~transfer~~development, ofgrowth rate, acontrol of foreign ~~intermediate~~exchange ~~holding~~and ~~company.~~allocation Inof ~~addition,~~resources. ~~SAT~~Although ~~Bulletin~~the 7Chinese government has ~~introduced~~implemented ~~safe~~measures emphasizing the ~~harbors~~utilization ~~for~~of ~~internal~~market ~~group~~forces ~~restructurings~~for ~~and~~economic reform, the ~~purchase~~reduction of state ownership of productive assets, and ~~sale~~the establishment of ~~equity~~improved corporate ~~through~~governance in business enterprises, a ~~public~~substantial ~~securities~~portion ~~market.~~of ~~SAT~~productive ~~Bulletin~~assets 7in ~~also~~China is still owned by the government. In ~~brings~~addition, ~~challenges~~the Chinese government continues to ~~both~~play ~~foreign~~a ~~transferor~~significant ~~and~~role ~~transferee~~in ~~(or~~regulating ~~other~~industry ~~person~~development ~~who~~by isimposing ~~obligated~~industrial topolicies. The ~~pay~~Chinese ~~for~~government ~~the~~also ~~transfer)~~exercises ofsignificant ~~taxable~~control ~~assets, as~~over ~~such~~China’s ~~persons~~economic ~~need~~growth tothrough ~~determine~~allocating ~~whether~~resources, ~~their~~controlling payment ~~transactions~~of ~~are~~foreign ~~subject~~currency-denominated toobligations, ~~these~~setting ~~rules~~monetary policy and ~~whether~~providing ~~any~~preferential ~~withholding~~treatment ~~obligation~~to ~~applies~~particular industries or companies.

26While the Chinese economy has experienced significant growth over past decades, growth has been uneven, both geographically and among various sectors of the economy. Any adverse changes in economic conditions in China, in the policies of the Chinese government or in the laws and regulations in China could have a material adverse effect on the overall economic growth of China. Such developments could adversely affect our business and operating results, lead to a reduction in demand for our products and adversely affect our competitive position. The Chinese government has implemented various measures to encourage economic growth and guide the allocation of resources. Some of these measures may benefit the overall Chinese economy, but may have a negative effect on us. For example, our financial condition and results of operations may be adversely affected by government control over capital investments or changes in tax regulations. In addition, in the past the Chinese government has implemented certain measures, including interest rate adjustment, to control the pace of economic growth. These measures may cause decreased economic activity in China, which may adversely affect our business and operating results.

~~On October 17,~~Uncertainties ~~2017,~~with ~~the~~respect ~~SAT~~to ~~issued~~ the ~~Announcement~~PRC ~~of the State Administration of Taxation on Issues Concerning the Withholding of~~legal ~~Non-resident~~system ~~Enterprise~~could ~~Income~~adversely ~~Tax~~affect ~~at Source, or SAT Bulletin 37, which came into effect on December 1, 2017~~us. ~~The SAT Bulletin 37 further clarifies the practice and procedure of the withholding of non-resident enterprise income tax.~~

~~Where a~~The ~~non-resident~~PRC ~~enterprise~~legal ~~transfers~~system ~~taxable assets indirectly by disposing of the equity interests of an overseas holding company, which~~ is ~~an “Indirect Transfer”, the non-resident enterprise as either transferor or transferee, or the PRC entity that directly~~a ~~owns~~civil ~~the~~law ~~taxable~~system ~~assets,~~based ~~may~~on ~~report~~written ~~such~~statutes. ~~Indirect~~Unlike ~~Transfer to~~ the ~~relevant~~common ~~tax~~law ~~authority. Using a “substance over form” principle~~system, ~~the~~ ~~PRC~~prior ~~tax~~court ~~authority~~decisions ~~may~~under ~~disregard~~ the ~~existence~~civil oflaw ~~the~~system overseas holding company if it lacks a reasonable commercial purpose and was established for the purpose of reducing, avoiding or deferring PRC tax. As a result, gains derived from such Indirect Transfer may be ~~subject~~ ~~to PRC enterprise income tax, and the transferee or other person who pays for the transfer is obligated to withhold the applicable~~cited ~~taxes currently at a rate of 10%~~ for ~~the~~reference ~~transfer~~but ofhave ~~equity~~limited ~~interests~~precedential ~~in a PRC resident enterprise~~value. ~~Both the transferor and the transferee may be subject to penalties under PRC tax laws if the transferee fails to withhold the taxes and the transferor fails to pay the taxes.~~

~~We face~~In ~~uncertainties~~1979, asthe toPRC ~~the~~government began ~~reporting~~to ~~and~~promulgate ~~other~~a ~~implications~~comprehensive system of ~~certain~~laws ~~past~~ and ~~future~~regulations ~~transactions~~governing ~~where~~economic ~~PRC~~matters ~~taxable~~in ~~assets~~general. ~~are~~The ~~involved, such~~overall aseffect ~~offshore~~of ~~restructuring,~~legislation since ~~sale~~then ofhas significantly enhanced the ~~shares~~protections inafforded ~~our~~to ~~offshore~~various ~~subsidiaries~~forms ~~and~~of foreign investments. ~~Our~~in ~~company~~China. ~~may~~However, beChina ~~subject~~has ~~to filing~~not ~~obligations~~developed ora ~~taxed~~fully ifintegrated ~~our~~legal ~~company~~system, isand ~~transferor~~recently inenacted ~~such~~laws ~~transactions,~~ and regulations may benot ~~subject~~sufficiently tocover ~~withholding~~all ~~obligations~~aspects ifof ~~our company~~economic isactivities ~~transferee~~ in ~~such~~China. ~~transactions~~In particular, ~~under~~the ~~SAT~~interpretation ~~Bulletin 7~~ and~~/or~~ ~~SAT~~enforcement ~~Bulletin 37. For transfer~~ of ~~shares~~these inlaws ~~our~~and ~~company~~regulations byinvolve ~~investors~~uncertainties. ~~who are~~Since ~~non-~~PRC administrative ~~resident~~and ~~enterprises,~~court ~~our~~authorities ~~PRC~~have ~~subsidiaries~~significant ~~may~~discretion ~~be requested to assist~~ in ~~the~~interpreting ~~filing~~and ~~under~~implementing ~~SAT~~statutory ~~Bulletin~~provisions 7 and~~/or~~ ~~SAT Bulletin~~contractual ~~37. As a result~~terms, weit may be ~~required~~difficult to ~~expend~~evaluate ~~valuable~~the ~~resources~~outcome toof ~~comply~~administrative ~~with~~and ~~SAT~~court ~~Bulletin~~proceedings 7 and~~/or~~ ~~SAT~~the ~~Bulletin~~level 37of orlegal toprotection ~~request~~we ~~the~~enjoy. ~~relevant~~These ~~transferors~~uncertainties ~~from~~may ~~whom~~affect weour ~~purchase~~judgment ~~taxable~~on ~~assets~~the torelevance ~~comply~~of ~~with~~legal ~~these~~requirements ~~circulars,~~and orour ability to ~~establish~~enforce ~~that~~ our ~~company~~contractual ~~should not~~rights beor ~~taxed~~tort ~~under~~claims. ~~these~~In ~~circulars~~addition, ~~which~~the regulatory uncertainties may ~~have~~be aexploited ~~material~~through ~~adverse~~unmerited ~~effect~~or onfrivolous ~~our~~legal ~~financial~~actions ~~condition~~or ~~and~~threats ~~results~~in attempts ofto ~~operations~~extract payments or benefits from us.

~~Our~~Furthermore, the PRC legal ~~Corporate~~system ~~Structure~~is based in part on government policies and internal rules, some of which are not published on a timely basis or at all and may have a retroactive effect. As a result, we may not be ~~affected~~aware byof our violation of any of these policies and rules until sometime after the ~~new~~violation. ~~PRC~~In ~~Foreign~~addition, ~~Investment~~any ~~Law~~administrative and court proceedings in China may be protracted, resulting in substantial costs and diversion of resources and management attention.

Pursuant to the new Foreign Investment Law that was approved by the PRC National People’s Congress on March 15, 2019 and became effective from January 1, 2020, foreign investment refers to any investment activity directly or indirectly carried out by foreign natural persons, enterprises, or other organizations, including investment in new construction project, establishment of foreign funded enterprise or increase of investment, merger and acquisition, and investment in any other way stipulated under laws, administrative regulations, or provisions of the State Council. Once an entity is considered to be an FIE, it will be subject to the foreign investment restrictions or prohibitions set forth in the “Negative List (as defined below)”. On June 30, 2019, Catalogue of Encouraging Foreign Investment Industries (2019 Edition) (the “2019 Encouraged Catalogue”) and Special Administrative Measures for Foreign Investment Access (Negative List) (2019 Edition) (the “2019 Negative List”) were jointly released by China’s Ministry of Commerce and the National Development and Reform Commission and became effective on July 30, 2019. Industries listed in the 2019 Encouraged Catalogue are the encouraged industries. On the other hand, industries listed in the 2019 Negative List are subject to special management measures.29

~~If an FIE proposes to conduct business in an industry subject to foreign investment “restrictions” in the Negative List, the FIE must go through certain clearance procedures first~~U.S. IfInvestors anface ~~FIE~~added ~~proposes~~risks tofrom ~~conduct business in an industry subject to foreign investment “prohibitions” in~~ the ~~Negative List, it must not engage in the business. Although the~~ Company’s ~~wholly-owned~~classification subsidiary, Jiangxi Kenongwo is an FIE, the management believes that none the its business falls under the Negative List and therefore we are not subject to the foreign investment “restrictions” contained therein. However, we cannot predict how the Negative List will develop and there can be no assurance that our business will continue to be excluded from the Negative List. If our business becomes subject to foreign investment “restrictions” in the Negative List in the future, it may cause change of our corporate ownership structure from owning Jiangxi Kenongwo as a ~~direct~~foreign ~~wholly~~private ~~owned subsidiary to a variable interest entity, which has a less degree of control and we may incur additional compliance cost~~issuer.

27Subject to the requirements and public policy considerations as stipulated under applicable PRC Laws relating to the enforceability of foreign court judgments, submission to foreign jurisdiction for dispute resolution and choice of law, and also subject to the conditions described under the caption “Enforceability of Civil Liabilities” in the Registration Statement and Prospectus, (i) the irrevocable submission of the Company to the jurisdiction of any courts in the United States, the waiver by the Company of any objection to the venue of a proceeding in any such court, the waiver and agreement not to plead an inconvenient forum, the waiver of sovereign immunity

~~Risks~~Under PRC Laws, neither the ~~Relating~~Material PRC Company, nor their respective properties, assets or revenues, are entitled to ~~Ownership~~any right of ~~Our~~immunity ~~Common~~on ~~Stock~~the grounds of sovereignty or otherwise from any legal action, suit or proceeding, from set-off or counterclaim, from the jurisdiction of any court, from services of process, from attachment prior to or in aid of execution of any judgment, or from other legal processes or proceedings for the giving of any relief or for the enforcement of any judgment.

The Company’s principal executive ~~market~~offices ~~price~~and our officers and directors are located outside of ~~our~~the ~~common~~United ~~stock~~States. ~~may~~This becould ~~volatile~~make orthe ~~may~~enforcement ~~decline~~and/or ~~regardless~~service of ~~our~~process of ~~operating~~a ~~performance~~shareholder claim or judgment difficult.

~~The~~U.S shareholders may face ~~market~~difficulties ~~price~~in effecting service of process against the Company and our ~~common~~officers ~~stock~~and ~~may~~director. ~~fluctuate~~Even ~~significantly~~with proper service of process, the enforcement of judgments obtained in ~~response~~U.S. tocourts ~~numerous~~or ~~factors,~~foreign ~~many~~courts based on the civil liability provisions of ~~which~~the ~~are~~U.S. ~~beyond~~federal ~~our~~securities laws ~~control~~would be extremely difficult. Furthermore, ~~including:~~there would be added costs and issues with bringing an original action in foreign courts to enforce liabilities based on the U.S. federal securities laws against the Company or its officers and directors, and they still may be fruitless.

●Substantial ~~actual~~uncertainties orexist ~~anticipated~~with ~~fluctuations~~respect to inthe ~~our~~enactment ~~revenue~~timetable, interpretation and ~~other~~implementation ~~operating~~of ~~results;~~draft PRC Foreign Investment Law and how it may impact the viability of our current corporate structure, corporate governance and business operations.

●The Ministry of Commerce of the ~~financial~~People’s ~~projections~~Republic weof ~~may~~China ~~provide~~(“MOFCOM”) topublished a discussion draft of the ~~public~~proposed Foreign Investment law (“Draft Foreign Investment Law”) in January 2015 aiming to, ~~any~~upon ~~changes~~enactment, replace the existing laws regulating foreign investment in China, ~~these~~namely, ~~projections~~the orSino-Foreign ~~our~~Equity ~~failure~~Joint Venture Enterprise Law, the Sino-Foreign Cooperative Joint Venture Enterprise Law, and the Wholly Foreign-Invested Enterprise Law, together with their implementation rules and ancillary regulations. The MOFCOM is currently soliciting comments on this draft and substantial uncertainties exist with respect to ~~meet~~its ~~these~~enactment ~~projections;~~timetable, interpretation and implementation. The Draft Foreign Investment Law, if enacted as proposed, may materially impact the viability of our current corporate structure, corporate governance, and business operation.

●Among ~~actions~~other things, the Draft Foreign Investment Law expands the definition of ~~securities~~foreign ~~analysts~~investment ~~who~~and ~~initiate~~introduces the principle of “actual control” in determining whether a company is considered a FIE. Once an entity is determined to be an FIE, it will be subject to the foreign investment restrictions or ~~maintain~~prohibitions ~~coverage~~set forth in a “negative list,” which is classified into the “catalogue of usprohibitions” and “catalogue of restrictions,” ~~changes~~to inbe ~~financial~~separately ~~estimates~~issued by the State Council later. Foreign investors are not allowed to invest in any ~~securities~~sector ~~analysts~~set ~~who~~forth ~~follow~~in ~~our~~the ~~company~~catalogue of prohibitions. If the FIE is engaged in the industry listed in the catalogue of restrictions, it orneeds ~~our~~market ~~failure~~entry toclearance ~~meet~~by ~~these~~the ~~estimates~~MOFCOM. orOtherwise, prior approval from governmental authorities as mandated by the ~~expectations~~existing foreign investment legal regime would no longer be required for establishment of ~~investors;~~the FIE.

~~● announcements by us or our competitors of significant products or features, technical innovations, acquisitions, strategic partnerships, joint ventures, or capital commitments;~~30

●You ~~price~~may ~~and~~experience ~~volume~~difficulties ~~fluctuations~~ in ~~the~~effecting service ~~overall~~of ~~stock~~legal ~~market~~process, ~~including~~enforcing asforeign ajudgments ~~result~~or ofbringing ~~trends~~actions in ~~the~~China ~~economy~~against asus aor ~~whole;~~our management named in this report based on foreign laws.

●We ~~lawsuits~~conduct ~~threatened~~substantially all orof ~~filed~~our ~~against~~operations in China, and substantially all of our assets are located in China. In addition, all our directors and executive officers reside within China for a significant portion of the time and are PRC nationals. As a result, it may be difficult for our shareholders to effect service of process upon us; or those persons inside China. In addition, China does not have treaties providing for the reciprocal recognition and enforcement of judgments of courts with the United States of America and many other countries and regions. Therefore, recognition and enforcement in China of judgments of a court in any of these non-PRC jurisdictions in relation to any matter not subject to a binding arbitration provision may be difficult or impossible.

●We may rely on dividends and other ~~events~~distributions on orequity ~~factors,~~paid ~~including~~by ~~those~~our ~~resulting~~PRC ~~from~~subsidiaries ~~war~~to orfund ~~incidents~~any ofcash ~~terrorism~~and financing requirements we may have, orand ~~responses~~any limitation on the ability of our PRC subsidiaries to ~~these~~make ~~events~~payments to us could have a material and adverse effect on our ability to conduct our business.

~~In addition,~~We ~~the~~are ~~stock~~a ~~markets~~Nevada ~~have~~holding ~~experienced extreme price~~ company and ~~volume~~we ~~fluctuations~~rely ~~that~~principally ~~have~~on ~~affected~~dividends and ~~continue~~other todistributions ~~affect~~on ~~the market prices of~~ equity ~~securities~~from ofour ~~many~~PRC ~~companies.~~subsidiaries ~~Stock~~for ~~prices~~our ofcash ~~many~~requirements, ~~companies have fluctuated in a manner unrelated or disproportionate~~including tofor ~~the~~services ~~operating performance~~ of ~~those~~any ~~companies.~~debt ~~In the past, stockholders have filed securities class action litigation following periods of market volatility. If~~ we ~~were~~may ~~to become involved in securities litigation, it could subject us to substantial costs, divert resources and the attention of management from our business, and adversely affect our business~~incur.

WeOur PRC subsidiary’s doability to distribute dividends is based upon its distributable earnings. Current PRC regulations permit our PRC subsidiaries to pay dividends to their respective shareholders only out of their accumulated profits, if any, determined in accordance with PRC accounting standards and regulations. In addition, each of our PRC subsidiaries are required to set aside at least 10% of its after-tax profits each year, if any, to fund a statutory reserve until such reserve reaches 50% of its registered capital. Each of our PRC subsidiaries as a Foreign Invested Enterprise, or FIE, is also required to further set aside a portion of its after-tax profits to fund the employee welfare fund, although the amount to be set aside, if any, is determined at its discretion. These reserves are not ~~intend~~distributable as cash dividends. If our PRC subsidiary incurs debt on its own behalf in the future, the instruments governing the debt may restrict their ability to pay dividends ~~for~~or make other payments to us. Any limitation on the ~~foreseeable~~ability ~~future~~of our PRC subsidiary to distribute dividends or other payments to its shareholder could materially and adversely limit our ability to grow, make investments or acquisitions that could be beneficial to our business, pay dividends or otherwise fund and conduct our business.

WeIn addition, the Enterprise ~~currently~~Income ~~intend~~Tax toLaw ~~retain~~and ~~any~~its ~~future~~implementation ~~earnings~~rules toprovide ~~finance~~that ~~the~~a ~~operation~~withholding ~~and~~tax ~~expansion~~rate of ~~our~~up ~~business,~~to ~~and~~10% wewill dobe ~~not~~applicable ~~expect~~ to ~~declare~~dividends payable orby ~~pay~~Chinese ~~any~~companies ~~dividends~~to innon-PRC-resident ~~the~~enterprises ~~foreseeable~~unless ~~future.~~otherwise Asexempted aor ~~result,~~reduced ~~you~~according ~~may~~to ~~only~~treaties ~~receive~~or aarrangements ~~return~~between the onPRC ~~your~~central ~~investment~~government inand ~~our~~governments ~~common~~of ~~stock~~other ~~if the~~countries ~~market~~or ~~price~~regions ofwhere ~~our~~the ~~common~~non-PRC ~~stock~~resident ~~increases~~enterprises are incorporated.

~~Shares eligible~~Our ~~for~~employment ~~future~~practices ~~sale~~ may be adversely impacted ~~affect~~under the ~~market~~labor ~~price~~contract oflaw ~~our common stock, as the future sale~~ of ~~a substantial amount of outstanding common stock in~~ the ~~public marketplace could reduce the price of our common stock~~PRC.

The PRC National People’s ~~market~~Congress ~~price~~promulgated ofthe ~~our~~Labor ~~shares~~Contract ~~could~~Law ~~decline~~which asbecame aeffective ~~result~~on ofJanuary ~~sales~~1, of2008 ~~substantial~~and ~~amounts~~was ofamended ~~our~~on ~~shares~~December in28, 2012, and the ~~public~~State Council ~~market~~promulgated implementing rules for the Labor Contract Law on September 18, or2008. The labor contract law and the ~~perception~~implementing ~~that~~rules ~~these~~impose ~~sales~~requirements ~~could~~concerning, ~~occur.~~among Inothers, ~~addition~~the execution of written contracts between employers and employees, the time limits for probationary periods, and the length of employment contracts. The interpretation and implementation of these ~~factors~~regulations are still evolving, our employment practices may violate the labor contract law and related regulations and we could ~~make~~be itsubject ~~more~~to ~~difficult~~penalties, ~~for~~fines or uslegal fees as a result. If we are subject to ~~raise~~severe ~~funds~~penalties ~~through~~or ~~future~~incur ~~offerings~~significant legal fees in connection with labor law disputes ofor investigations, our ~~common~~business, ~~stock~~financial condition and results of operations may be adversely affected.

~~There is no ticker symbol or market for our common stock, which may make it difficult for holders of our common stock to sell their stock.~~31

~~There is~~We no ticker symbol nor established public trading marketing for our common stock and there can be no assurance that we will obtain the symbol, or the market will ever develop. Market liquidity will depend on the perception of our operating business and any steps that our management might take to bring us to the awareness of investors. There can be no assurance given that there will be any awareness generated. Consequently, investors may ~~not~~ be ~~able~~subject to ~~liquidate~~additional ~~their investment or liquidate it at a price that reflects the value of~~contributions ~~the business. As a result holders~~ of ~~our~~social ~~securities~~insurance ~~may~~and ~~not~~housing ~~find~~fund ~~purchasers~~and ~~for~~late ~~our~~payments ~~securities~~and ~~should~~fines ~~they~~imposed ~~to sell securities held~~ by ~~them.~~ ~~Consequently,~~relevant ~~our~~governmental ~~securities should be purchased only by investors having no need for liquidity in their investment and who can hold our securities for an indefinite period of time~~authorities.

28In accordance with the PRC Social Insurance Law and the Regulations on the Administration of Housing Fund and other relevant laws and regulations, China establishes a social insurance system and other employee benefits including basic pension insurance, basic medical insurance, work-related injury insurance, unemployment insurance, maternity insurance, housing fund, and a handicapped employment security fund, or collectively the Employee Benefits. An employer shall pay the Employee Benefits for its employees in accordance with the rates provided under relevant regulations and shall withhold the social insurance and other Employee Benefits that should be assumed by the employees. For example, an employer that has not made social insurance contributions at a rate and based on an amount prescribed by the law, or at all, may be ordered to rectify the non-compliance and pay the required contributions within a stipulated deadline and be subject to a late fee of up to 0.05% or 0.2% per day, as the case may be. If the employer still fails to rectify the failure to make social insurance contributions within the stipulated deadline, it may be subject to a fine ranging from one to three times of the amount overdue.

~~Our principal~~Under ~~stockholder~~the Social Insurance Law and ~~management~~the ~~own~~Regulations aon ~~significant~~the ~~percentage~~Administration of ~~our~~Housing ~~stock~~Fund, PRC subsidiaries shall register with local social insurance agencies and register ~~will~~with beapplicable ~~able~~housing tofund ~~exert~~management ~~significant~~centers ~~control~~and ~~over~~establish ~~matters~~a special housing fund account in an entrusted bank. Both PRC ~~subject~~subsidiaries and their employees are required to ~~stockholder~~contribute ~~approval~~to the Employee Benefits.

~~Our Chief~~As ~~Executive~~of ~~Officer,~~the ~~Mr.~~date ~~Jianjun~~of ~~Zhong~~this report, our ~~beneficially~~PRC ~~owns~~subsidiary ~~approximately~~is ~~_____99.5%~~in ofthe ~~our~~process ~~issued~~of ~~and~~completing ~~outstanding~~the ~~shares~~social ofinsurance ~~common stock~~registration ~~(based~~and on the ~~number~~housing ~~of shares~~fund ofregistration, ~~common~~and ~~stock outstanding~~we ashave ofmade adequate ~~the~~contributions ~~date~~to ofEmployee ~~this~~Benefits ~~report).~~for Mrour employees. ~~Zhong~~We ~~alone~~have ~~will~~recorded beaccruals ~~able to~~for ~~impact~~the ~~matters~~estimated ~~requiring~~underpaid ~~stockholder~~amounts ~~approval.~~of ~~For~~Employee Benefits ~~example,~~in heour ~~may~~financial bestatements. ~~able~~As toof ~~impact~~the ~~elections~~date of ~~directors~~this report, ~~amendments~~we ofhave ~~our~~not ~~organizational documents~~received orany ~~approval~~notice offrom ~~any~~the ~~merger,~~relevant ~~sale~~government ofauthorities or ~~assets~~any claim or ~~other~~request ~~major~~from ~~corporate~~these ~~transactions~~employees in this regard. ~~This~~However, ~~may~~we ~~prevent~~cannot orassure ~~discourage~~you ~~unsolicited~~that the relevant government authorities will ~~acquisition~~not ~~proposals~~require orus ~~offers~~to ~~for~~pay ~~our~~the ~~common~~outstanding ~~stock~~amount ~~that~~and ~~you~~impose ~~may~~late ~~feel~~fees ~~are~~or infines ~~your~~on ~~best~~us. ~~interest~~If aswe ~~one~~fail ofto ~~our~~make ~~stockholders.~~the ~~The~~outstanding ~~interests~~Employee Benefit ofcontributions ~~Mr.~~within ~~Zhong~~the ~~and~~prescribed ~~our~~time ~~management~~frame, we may ~~not~~be ~~always~~subject ~~coincide~~to ~~with~~a ~~your~~fine ~~interests~~of orup to three times the ~~interests~~amount of ~~other~~the ~~stockholders~~overdue ~~and~~payment. ~~they~~If we ~~may~~are ~~act~~otherwise ~~in a~~subject ~~manner~~to ~~that~~investigations ~~advances~~related ~~their~~to ~~best~~non-compliance ~~interests~~with labor laws and ~~not~~are ~~necessarily~~imposed ~~those~~severe ofpenalties ~~other~~or ~~stockholders,~~incur ~~including~~significant legal ~~seeking~~fees ain ~~premium~~connection ~~value~~with ~~for~~labor ~~their common~~law ~~stock~~disputes or investigations, ~~and~~our ~~might~~business, ~~affect~~financial ~~the~~condition ~~prevailing~~and ~~market~~results ~~price~~of ~~for~~operations ~~our~~may ~~common~~be adversely ~~stock~~affected.

~~We may~~Non-compliance bewith ~~subject~~labor-related tolaws and ~~the~~regulations ~~penny~~of ~~stock~~the ~~rules~~PRC ~~which~~may ~~will~~have ~~make~~an ~~shares~~adverse ofimpact on our ~~common~~financial ~~stock~~condition ~~more~~and ~~difficult~~results toof ~~sell~~operation.

We ~~may~~ behave been subject into ~~the~~stricter regulatory ~~future~~requirements toin ~~the~~terms ~~SEC’s~~of ~~“penny~~entering ~~stock”~~into ~~rules~~labor ifcontracts with our ~~shares~~employees ofand ~~common~~paying ~~stock~~various ~~are~~statutory ~~eligible~~employee ~~to be quoted~~benefits, onincluding apensions, ~~trading~~housing ~~platform~~fund, ~~such~~medical asinsurance, ~~OTCQB~~work-related ~~but~~injury ~~sell~~insurance, ~~below~~unemployment ~~$5.00~~insurance ~~per~~and ~~share. Penny~~childbearing ~~stocks~~insurance to ~~generally~~designated ~~are~~government ~~equity~~agencies ~~securities~~for ~~with~~the abenefit ~~price~~ of ~~less~~ ~~than~~our $5employees.~~00.~~ ~~The~~Pursuant ~~penny stock rules require broker-dealers~~ to ~~deliver~~the aPRC ~~standardized~~Labor ~~risk~~Contract ~~disclosure~~Law, ~~document~~or ~~prepared~~the byLabor ~~the~~Contract ~~SEC~~Law, ~~which~~that ~~provides~~became ~~information~~effective ~~about~~in ~~penny~~January ~~stocks~~2008 and ~~the~~its ~~nature~~implementing ~~and~~rules ~~level~~that ofbecame ~~risks~~effective in ~~the~~September ~~penny~~2008 ~~stock~~and ~~market.~~was ~~The~~amended ~~broker-dealer~~in ~~must~~July ~~also~~2013, ~~provide~~employers ~~the~~are ~~customer~~subject ~~with~~to ~~current~~stricter ~~bid~~requirements ~~and~~in ~~offer~~terms ~~quotations~~of ~~for~~signing ~~the~~labor ~~penny~~contracts, ~~stock~~minimum wages, ~~the~~paying ~~compensation~~remuneration, ofdetermining the term ~~broker-dealer~~of ~~and~~employees’ ~~its~~probation ~~salesperson,~~ and ~~monthly~~unilaterally ~~account~~terminating ~~statements~~labor ~~showing~~contracts. In the ~~market~~event ~~value~~that ofwe ~~each~~decide ~~penny~~to ~~stock~~terminate ~~held~~some inof ~~the~~our employees ~~customer’s~~or ~~account.~~otherwise ~~The~~change ~~bid~~our ~~and~~employment ~~offer~~or ~~quotations~~labor practices, ~~and~~ the ~~broker-dealer~~Labor Contract Law and ~~salesperson~~its ~~compensation~~implementation ~~information~~rules ~~must~~may belimit ~~given~~our ability to ~~the~~effect ~~customer~~those ~~orally~~changes in a desirable or incost-effective ~~writing~~manner, ~~prior~~which tocould ~~completing the~~adversely ~~transaction~~affect our business and ~~must~~results beof ~~given~~operations. We tobelieve our current practice complies with the ~~customer~~Labor inContract ~~writing~~Law ~~before~~and orits ~~with~~amendments. However, the ~~customer’s~~relevant ~~confirmation~~governmental authorities may take a different view and impose fines on us.

~~In addition,~~As the ~~penny~~interpretation ~~stock~~and implementation ~~rules~~of ~~require~~labor-related ~~that~~laws ~~prior~~and toregulations aare ~~transaction~~still evolving, ~~the~~we ~~broker~~cannot ~~dealer~~assure ~~must~~you ~~make~~that aour ~~special~~employment ~~written~~practice ~~determination~~does ~~that~~not and ~~the~~will ~~penny~~not ~~stock~~violate islabor-related alaws ~~suitable~~and ~~investment~~regulations ~~for~~in ~~the~~China, ~~purchaser~~which ~~and~~may ~~receive~~subject ~~the~~us ~~purchaser’s~~to ~~written~~labor ~~agreement~~disputes toor ~~the~~government ~~transaction~~investigations. ~~The~~ If ~~penny~~we ~~stock~~are ~~rules~~deemed ~~are~~to ~~burdensome~~have ~~and~~violated ~~may~~relevant ~~reduce~~labor ~~purchases~~laws ofand ~~any~~regulations, ~~offerings~~we ~~and~~could ~~reduce~~be ~~the~~required ~~trading~~to ~~activity~~provide ~~for~~additional ~~shares~~compensation ofto our ~~common stock.~~employees Asand ~~long as~~ our ~~shares of common stock are subject to the penny stock rules~~business, ~~the~~financial ~~holders~~condition ofand ~~such~~results ~~shares~~ of ~~common~~operations ~~stock~~could ~~may~~be ~~find~~materially itand ~~more difficult~~adversely ~~to sell their securities~~affected.

If a trading market for our common stock develops, the market price of our common stock is likely to be highly volatile and subject to wide fluctuations, and holders of our common stock may be unable to sell their shares at or above the price at which they were acquired.32

~~If our~~The ~~common~~custodians ~~stock~~or isauthorized ~~approved~~users ~~to be quoted and traded on the OTC markets, the market price~~ of our controlling ~~common~~non-tangible ~~stock~~assets, isincluding ~~likely~~chops ~~to be highly volatile~~ and ~~could~~seals, bemay ~~subject~~fail to ~~wide~~fulfill ~~fluctuations~~their inresponsibilities, ~~response~~or tomisappropriate aor ~~number~~misuse ~~of factors that are beyond our control, including:~~these assets.

●Under ~~quarterly~~PRC ~~variations~~law, inlegal ~~our~~documents for ~~revenues~~corporate transactions, including agreements and ~~operating~~contracts ~~expenses;~~are executed using the chop or seal of the signing entity or with the signature of a legal representative whose designation is registered and filed with relevant PRC industry and commerce authorities.

●In ~~developments~~order to secure the use of our chops and seals, we have established internal control procedures and rules for using these chops and seals. In any event that the chops and seals are intended to be used, the responsible personnel will submit the application through our office automation system and the application will be verified and approved by authorized employees in accordance with our internal control procedures and rules. In addition, in order to maintain the ~~financial~~physical ~~markets~~security of our chops, we generally have them stored in secured locations accessible only to authorized employees. Although we monitor such authorized employees, the procedures may not be sufficient to prevent all instances of abuse or negligence. There is a risk that our employees could abuse their authority, for example, by entering into a contract not approved by us or seeking to gain control of one of our subsidiaries. If any employee obtains, misuses or misappropriates our chops and seals ~~worldwide~~or ~~economies;~~other controlling non-tangible assets for whatever reason, we could experience disruption to our normal business operations, and we may have to take corporate or legal action, which could involve significant time and resources to resolve and divert management from our operations.

●Fluctuations ~~announcements~~in ofexchange ~~innovations~~rates orcould ~~new~~have a ~~products~~material orand ~~services~~adverse byeffect uson or our ~~competitors;~~results of operations and the value of your investment.

●The ~~announcements~~value of the Renminbi against the U.S. dollar and other currencies may fluctuate and is affected by, among other things, changes in political and economic conditions and the foreign exchange policy adopted by the PRC government. ~~relating~~It is difficult to ~~regulations~~predict how long such depreciation of RMB against the U.S. dollar may last and when and how the relationship between the RMB and the U.S. dollar may change again. All of our revenues and substantially all of our costs are denominated in Renminbi. We are a holding company and we rely on dividends paid by our operating subsidiaries in China for our cash needs. Any significant revaluation of Renminbi may materially and adversely affect our results of operations and financial position reported in Renminbi when translated into U.S. dollars, and the value of, and any dividends payable on, the common stock in U.S. dollars. To the extent that ~~govern~~we need to convert U.S. dollars into Renminbi for our ~~industry;~~operations, appreciation of the Renminbi against the U.S. dollar would have an adverse effect on the Renminbi amount we would receive. Conversely, if we decide to convert our Renminbi into U.S. dollars for the purpose of making payments for dividends on our common stock or for other business purposes, appreciation of the U.S. dollar against the Renminbi would have a negative effect on the U.S. dollar amount.

●Governmental ~~significant~~control ~~sales~~ of currency conversion may limit our ~~common~~ability ~~stock~~to orutilize ~~other~~our ~~securities~~revenues ineffectively and affect the ~~open~~value ~~market;~~of your investment.

●The ~~variations~~PRC government imposes controls on the convertibility of the Renminbi into foreign currencies and, in certain cases, the remittance of currency out of China. We receive substantially all of our revenues in Renminbi. Under our current corporate structure, our holding company primarily relies on dividend payments from our PRC subsidiaries to fund any cash and financing requirements we may have. Under existing PRC foreign exchange regulations, payments of current account items, including profit distributions, interest ~~rates;~~payments and trade and service-related foreign exchange transactions, can be made in foreign currencies without prior approval of SAFE by complying with certain procedural requirements. Specifically, under the existing exchange restrictions, without prior approval of SAFE, cash generated from the operations of our PRC subsidiaries in China may be used to pay dividends to our company. However, approval from or registration with appropriate government authorities is required where Renminbi is to be converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of loans denominated in foreign currencies. As a result, we need to obtain SAFE approval to use cash generated from the operations of our PRC subsidiaries to pay off their respective debt in a currency other than Renminbi owed to entities outside China, or to make other capital expenditure payments outside China in a currency other than Renminbi. The PRC government may at its discretion restrict access to foreign currencies for current account transactions in the future. If the foreign exchange control system prevents us from obtaining sufficient foreign currencies to satisfy our foreign currency demands, we may not be able to pay dividends in foreign currencies to our shareholders, including holders of the common stock.

~~● changes in the market valuations of other comparable companies; and~~33

●PRC ~~changes~~regulations inrelating ~~accounting~~to ~~principles~~the establishment of offshore special purpose companies by PRC residents may subject our PRC resident beneficial owners or our PRC subsidiaries to liability or penalties, limit our ability to inject capital into our PRC subsidiaries, limit our PRC subsidiaries’ ability to increase their registered capital or distribute profits to us, or may otherwise adversely affect us.

29In July 2014, SAFE promulgated the Circular on Relevant Issues Concerning Foreign Exchange Control on Domestic Residents’ Offshore Investment and Financing and Roundtrip Investment Through Special Purpose Vehicles, or SAFE Circular 37, to replace the Notice on Relevant Issues Concerning Foreign Exchange Administration for Domestic Residents’ Financing and Roundtrip Investment Through Offshore Special Purpose Vehicles, or SAFE Circular 75, which ceased to be effective upon the promulgation of SAFE Circular 37. SAFE Circular 37 requires PRC residents (including PRC individuals and PRC corporate entities) to register with SAFE or its local branches in connection with their direct or indirect offshore investment activities. SAFE Circular 37 is applicable to our shareholders who are PRC residents and may be applicable to any offshore acquisitions that we make in the future.

~~ITEM~~Under SAFE Circular 37, PRC 1Bresidents who make, or have prior to the implementation of SAFE Circular 37 made, direct or indirect investments in offshore special purpose vehicles, or SPVs, will be required to register such investments with SAFE or its local branches. ~~UNRESOLVED~~In ~~STAFF~~addition, ~~COMMENTS~~any PRC resident who is a direct or indirect shareholder of an SPV is required to update its filed registration with the local branch of SAFE with respect to that SPV, to reflect any material change. Moreover, any subsidiary of such SPV in China is required to urge the PRC resident shareholders to update their registration with the local branch of SAFE. If any PRC shareholder of such SPV fails to make the required registration or to update the previously filed registration, the subsidiary of such SPV in China may be prohibited from distributing its profits or the proceeds from any capital reduction, share transfer or liquidation to the SPV, and the SPV may also be prohibited from making additional capital contributions into its subsidiary in China. On February 13, 2015, the SAFE promulgated a Notice on Further Simplifying and Improving Foreign Exchange Administration Policy on Direct Investment, or SAFE Notice 13, which became effective on June 1, 2015. Under SAFE Notice 13, applications for foreign exchange registration of inbound foreign direct investments and outbound overseas direct investments, including those required under SAFE Circular 37, will be filed with qualified banks instead of SAFE. The qualified banks will directly examine the applications and accept registrations under the supervision of SAFE.

~~Smaller~~Some of our shareholders ~~reporting~~that ~~companies~~we are ~~not~~aware of are subject to SAFE regulations, and we expect all of these shareholders will have completed all necessary registrations with the local SAFE branch or qualified banks as required by SAFE Circular 37. We cannot assure you, however, that all of these individuals may continue to make required filings or updates in a timely manner, or at all. We can provide no assurance that we are or will in the future ~~information~~continue ~~required~~to be informed of identities of all PRC residents holding direct or indirect interest in our company. Any failure or inability by ~~this~~such ~~item~~individuals to comply with SAFE regulations may subject us to fines or legal sanctions, such as restrictions on our cross-border investment activities or our PRC subsidiaries’ ability to distribute dividends to, or obtain foreign exchange-denominated loans from, our company or prevent us from making distributions or paying dividends. As a result, our business operations and our ability to make distributions to you could be materially and adversely affected.

~~ITEM~~Furthermore, as these foreign 2exchange regulations are still relatively new and their interpretation and implementation have been constantly evolving, it is unclear how these regulations, and any future regulation concerning offshore or cross-border transactions, will be interpreted, amended and implemented by the relevant government authorities. ~~PROPERTIES~~For example, we may be subject to a more stringent review and approval process with respect to our foreign exchange activities, such as remittance of dividends and foreign-currency-denominated borrowings, which may adversely affect our financial condition and results of operations. In addition, if we decide to acquire a PRC domestic company, we cannot assure you that we or the owners of such company, as the case may be, will be able to obtain the necessary approvals or complete the necessary filings and registrations required by the foreign exchange regulations. This may restrict our ability to implement our acquisition strategy and could adversely affect our business and prospects.

~~Our~~Any failure to comply with PRC regulations ~~Property,~~regarding ~~Plant~~the registration requirements for employee stock incentive plans may subject the PRC plan participants or us to fines and ~~Equipment~~other legal or administrative sanctions.

WeIn February 2012, SAFE promulgated ~~currently~~the ~~have~~Notices ~~one~~on ~~integrated~~Issues ~~factory~~Concerning ~~with~~the ~~covering~~Foreign aExchange ~~land~~Administration ~~area~~for Domestic Individuals Participating in Stock Incentive Plan of Overseas ~~143~~Publicly Listed Company,~~590~~ ~~square~~replacing ~~feet~~earlier rules promulgated in ~~Yichun~~2007. ~~City,~~Pursuant ~~Jiangxi~~to ~~Province~~these rules, PRC tocitizens ~~produce~~and non-PRC citizens ~~our~~who ~~organic~~reside ~~fertilizers,~~in ~~which~~China ~~has~~for ~~been~~a incontinuous ~~operations~~period ~~since~~of ~~2017.~~not ~~This~~less ~~factory~~than isone ~~composed~~year ofwho ~~our~~participate ~~fertilizers~~in ~~production~~any ~~lines,~~stock ~~bamboo~~incentive plan of an overseas publicly ~~charcoal~~listed ~~kiln~~company, ~~fermentation~~subject ~~tank~~to a few exceptions, ~~office~~are ~~area~~required to register with SAFE through a domestic qualified agent, ~~warehouse~~which could be the PRC subsidiaries of such overseas-listed company, and ~~laboratory~~complete certain other procedures. ~~Both~~In addition, an overseas-entrusted institution must be retained to handle matters in connection with the ~~land~~exercise or sale of stock options and the ~~factory~~purchase ~~over~~or ~~the~~sale ~~land~~of shares and interests. We and our executive officers and other employees who are ~~leased~~PRC bycitizens ~~us from~~or ~~Yichun~~who ~~City~~reside ~~Sunshine~~in ~~Manor~~the ~~Disabled~~PRC ~~Planting,~~for ~~Breeding~~a continuous period of not less than one year and ~~Development~~who ~~Co.,~~have ~~Ltd.,~~been agranted ~~non-affiliate~~options ~~entity~~will onbe subject to these regulations when our company becomes an ~~annual~~overseas-listed ~~basis.~~company ~~The~~upon ~~current~~effectiveness ~~annual~~of ~~rent~~this isRegistration ~~RMB24,000~~Statement. ~~(approximately~~Failure ~~$3,720).~~to ~~However~~complete the SAFE registrations may subject them to fines and legal sanctions, there wemay ~~own~~be additional restrictions on the ~~fertilizers~~ability ~~production~~of ~~lines,~~them ~~bamboo~~to ~~charcoal~~exercise ~~kiln,~~their ~~fermentation~~stock options or remit proceeds gained from the sale of ~~tank~~their stock into the PRC. We also face regulatory uncertainties that could restrict our ability to adopt incentive plans for our directors, executive ~~warehouse~~officers and ~~laboratory~~employees onunder ~~the~~PRC ~~land~~law.

~~ITEM 3. LEGAL PROCEEDINGS.~~34

~~From time~~If ~~to time,~~ we are ~~subject~~classified toas ~~legal~~a ~~proceedings~~PRC ~~and~~resident enterprise ~~claims~~for ~~arising~~PRC inenterprise ~~the~~income ~~ordinary~~tax ~~course of our business. As of the date of this report~~purposes, we ~~were~~such ~~not~~classification ~~involved~~could result in ~~any~~unfavorable ~~litigation,~~tax ~~arbitration~~consequences ~~or administrative proceedings pending or,~~ to ~~our knowledge, threatened against~~ us ~~that~~ ~~could have a material~~ and ~~adverse effect on~~ our ~~business,~~non-PRC shareholders ~~financial~~and ~~condition~~the orcommon ~~results~~stock ~~of operations~~holders.

~~ITEM~~Under the PRC Enterprise 4Income Tax Law and its implementation rules, an enterprise established outside of the PRC with its “de facto management body” within the PRC is considered a “resident enterprise” and will be subject to the enterprise income tax on its global income at the rate of 25%. ~~MINE~~The ~~SAFETY~~implementation ~~DISCLOSURES~~rules define the term “de facto management body” as the body that exercises full and substantial control and overall management over the business, productions, personnel, accounts and properties of an enterprise. In 2009, the State Administration of Taxation, or SAT, issued a circular, known as SAT Circular 82, which provides certain specific criteria for determining whether the “de facto management body” of a PRC-controlled enterprise that is incorporated offshore is located in China. Although this circular applies only to offshore enterprises controlled by PRC enterprises or PRC enterprise groups, not those controlled by PRC individuals or foreigners, the criteria set forth in the circular may reflect the SAT’s general position on how the “de facto management body” text should be applied in determining the tax resident status of all offshore enterprises. According to SAT Circular 82, an offshore incorporated enterprise controlled by a PRC enterprise or a PRC enterprise group will be regarded as a PRC tax resident by virtue of having its “de facto management body” in China, and will be subject to PRC enterprise income tax on its global income only if all of the following conditions are met: (i) the primary location of the day-to-day operational management is in the PRC; (ii) decisions relating to the enterprise’s financial and human resource matters are made or are subject to approval by organizations or personnel in the PRC; (iii) the enterprise’s primary assets, accounting books and records, company seals, and board and shareholder resolutions are located or maintained in the PRC; and (iv) at least 50% of voting board members or senior executives habitually reside in the PRC.

~~Not~~We believe our company is not a PRC resident enterprise for PRC tax purposes. However, the tax resident status of an enterprise is subject to determination by the PRC tax authorities and uncertainties remain with respect to the interpretation of the term “de facto management body.” If the PRC tax authorities determine that our company is a PRC resident enterprise for enterprise income tax purposes, we would be subject to PRC enterprise income on our worldwide income at the rate of 25%. Furthermore, we would be required to withhold a 10% tax from dividends we pay to our shareholders that are non-resident enterprises. In addition, non-resident enterprise shareholders (including the common stock holders) may be subject to PRC tax on gains realized on the sale or other disposition of the common stock, if such income is treated as sourced from within the PRC. Furthermore, if we are deemed a PRC resident enterprise, dividends paid to our non-PRC individual shareholders (including the common stock holders) and any gain realized on the transfer of the common stock or ordinary shares by such shareholders may be subject to PRC tax at a rate of 20% (which, in the case of dividends, may be withheld at source by us). These rates may be reduced by an applicable tax treaty, but it is unclear whether non-PRC shareholders of our company would be able to claim the benefits of any tax treaties between their country of tax residence and the PRC in the event that we are treated as a PRC resident enterprise. Any such tax may reduce the returns on your investment in our common stock.

30We face uncertainty with respect to indirect transfers of equity interests in PRC resident enterprises by their non-PRC holding companies.

~~PART~~On February 3, 2015, IIthe SAT issued the Public Notice Regarding Certain Corporate Income Tax Matters on Indirect Transfer of Properties by Non-Tax Resident Enterprises, or SAT Bulletin 7. SAT Bulletin 7 extends its tax jurisdiction to transactions involving the transfer of taxable assets through offshore transfer of a foreign intermediate holding company. In addition, SAT Bulletin 7 has introduced safe harbors for internal group restructurings and the purchase and sale of equity through a public securities market. SAT Bulletin 7 also brings challenges to both foreign transferor and transferee (or other person who is obligated to pay for the transfer) of taxable assets, as such persons need to determine whether their transactions are subject to these rules and whether any withholding obligation applies.

~~ITEM~~On October 17, 2017, 5.the ~~MARKET~~SAT ~~FOR~~issued ~~REGISTRANT’S~~the ~~COMMON~~Announcement ~~EQUITY~~of the State Administration of Taxation on Issues Concerning the Withholding of Non-resident Enterprise Income Tax at Source, ~~RELATED~~or ~~STOCKHOLDER~~SAT ~~MATTERS~~Bulletin ~~AND~~37, ~~ISSUER~~which ~~PURCHASES~~came OFinto ~~EQUITY~~effect ~~SECURITIES~~on December 1, 2017. The SAT Bulletin 37 further clarifies the practice and procedure of the withholding of non-resident enterprise income tax.

~~Market Information~~35

AsWhere a non-resident enterprise transfers taxable assets indirectly by disposing of the ~~date~~equity interests of ~~this~~an ~~report~~overseas holding company, which is an “Indirect Transfer”, the ~~Company’s~~non-resident ~~common~~enterprise ~~stock~~as iseither ~~quoted~~transferor onor ~~OTC~~transferee, ~~Markets~~or the PRC entity that directly owns the taxable assets, may ~~symbol~~report ~~KNGW~~such Indirect Transfer to the relevant tax authority. ~~Trading~~Using isa ~~very~~“substance ~~sporadic;~~over form” principle, the ~~most~~PRC ~~recent~~tax ~~trade~~authority may disregard the existence of the overseas holding company if it lacks a reasonable commercial purpose and was established for ~~100~~the ~~shares~~purpose atof $2reducing, avoiding or deferring PRC tax.00 ~~per~~As ~~share~~a result, ongains ~~April~~derived 14from such Indirect Transfer may be subject to PRC enterprise income tax, ~~2022~~and the transferee or other person who pays for the transfer is obligated to withhold the applicable taxes currently at a rate of 10% for the transfer of equity interests in a PRC resident enterprise. Both the transferor and the transferee may be subject to penalties under PRC tax laws if the transferee fails to withhold the taxes and the transferor fails to pay the taxes.

~~Holders~~We face uncertainties as to the reporting and other implications of certain past and future transactions where PRC taxable assets are involved, such as offshore restructuring, sale of the shares in our offshore subsidiaries and investments. Our company may be subject to filing obligations or taxed if our company is transferor in such transactions, and may be subject to withholding obligations if our company is transferee in such transactions, under SAT Bulletin 7 and/or SAT Bulletin 37. For transfer of shares in our company by investors who are non-PRC resident enterprises, our PRC subsidiaries may be requested to assist in the filing under SAT Bulletin 7 and/or SAT Bulletin 37. As a result, we may be required to expend valuable resources to comply with SAT Bulletin 7 and/or SAT Bulletin 37 or to request the relevant transferors from whom we purchase taxable assets to comply with these circulars, or to establish that our company should not be taxed under these circulars, which may have a material adverse effect on our financial condition and results of operations.

AsOur ofCorporate ~~March~~Structure ~~31,~~may ~~2022,~~be ~~we have~~affected ~~record~~by ~~105~~the ~~record~~new ~~holders~~PRC ofForeign ~~our~~Investment ~~common stock~~Law.

~~Transfer~~Pursuant to the new Foreign ~~Agent~~Investment Law that was approved by the PRC National People’s Congress on March 15, 2019 and ~~Registrar~~became effective from January 1, 2020, foreign investment refers to any investment activity directly or indirectly carried out by foreign natural persons, enterprises, or other organizations, including investment in new construction project, establishment of foreign funded enterprise or increase of investment, merger and acquisition, and investment in any other way stipulated under laws, administrative regulations, or provisions of the State Council. Once an entity is considered to be an FIE, it will be subject to the foreign investment restrictions or prohibitions set forth in the “Negative List (as defined below)”. On June 30, 2019, Catalogue of Encouraging Foreign Investment Industries (2019 Edition) (the “2019 Encouraged Catalogue”) and Special Administrative Measures for Foreign Investment Access (Negative List) (2019 Edition) (the “2019 Negative List”) were jointly released by China’s Ministry of Commerce and the National Development and Reform Commission and became effective on July 30, 2019. Industries listed in the 2019 Encouraged Catalogue are the encouraged industries. On the other hand, industries listed in the 2019 Negative List are subject to special management measures.

~~The~~If an FIE proposes to conduct ~~Transfer~~business ~~Agent~~in ~~for~~an ~~our~~industry ~~common~~subject ~~stock~~to foreign investment “restrictions” in the Negative List, the FIE must go through certain clearance procedures first. If an FIE proposes to conduct business in an industry subject to foreign investment “prohibitions” in the Negative List, it must not engage in the business. Although the Company’s wholly-owned subsidiary, Jiangxi Kenongwo is ~~Empire~~an FIE, ~~Stock~~the ~~Transfer~~management ~~Inc~~believes that none the its business falls under the Negative List and therefore we are not subject to the foreign investment “restrictions” contained therein. However, ~~located~~we atcannot ~~1859~~predict ~~Whitney~~how ~~Mesa~~the DrNegative List will develop and there can be no assurance that our business will continue to be excluded from the Negative List. If our business becomes subject to foreign investment “restrictions” in the Negative List in the future, ~~Henderson~~it may cause change of our corporate ownership structure from owning Jiangxi Kenongwo as a direct wholly owned subsidiary to a variable interest entity, NVwhich ~~89014~~has a less degree of control and we may incur additional compliance cost.

~~Dividend Policy~~36

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

~~Payment of~~The ~~dividends~~market inprice ~~the~~of ~~future will depend upon~~ our ~~earnings,~~common ~~capital~~stock ~~requirements,~~may be ~~and~~volatile ~~any~~or ~~other~~may ~~factors~~decline ~~that~~regardless ~~our Board~~ of ~~Directors~~our ~~deems relevant~~operating performance.

~~ITEM~~The market price of our common 6.stock ~~[RESERVED]~~may fluctuate significantly in response to numerous factors, many of which are beyond our control, including:

~~As a~~● ~~“smaller~~actual ~~reporting~~or ~~company”~~anticipated asfluctuations ~~defined~~ in ~~Item~~our 10revenue ofand ~~Regulation~~other ~~S-K,~~operating ~~we are not required to provide the information required by this item.~~results;

31● the financial projections we may provide to the public, any changes in these projections or our failure to meet these projections;

●

actions of securities analysts who initiate or maintain coverage of us, changes in financial estimates by any securities analysts who follow our company, or our failure to meet these estimates or the expectations of investors;

●

announcements by us or our competitors of significant products or features, technical innovations, acquisitions, strategic partnerships, joint ventures, or capital commitments;

●

price and volume fluctuations in the overall stock market, including as a result of trends in the economy as a whole;

●

lawsuits threatened or filed against us; and

●

other events or factors, including those resulting from war or incidents of terrorism, or responses to these events.

In addition, the stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. Stock prices of many companies have fluctuated in a manner unrelated or disproportionate to the operating performance of those companies. In the past, stockholders have filed securities class action litigation following periods of market volatility. If we were to become involved in securities litigation, it could subject us to substantial costs, divert resources and the attention of management from our business, and adversely affect our business.

We do not intend to pay dividends for the foreseeable future.

We currently intend to retain any future earnings to finance the operation and expansion of our business, and we do not expect to declare or pay any dividends in the foreseeable future. As a result, you may only receive a return on your investment in our common stock if the market price of our common stock increases.

Shares eligible for future sale may adversely affect the market price of our common stock, as the future sale of a substantial amount of outstanding common stock in the public marketplace could reduce the price of our common stock.

The market price of our shares could decline as a result of sales of substantial amounts of our shares in the public market, or the perception that these sales could occur. In addition, these factors could make it more difficult for us to raise funds through future offerings of our common stock.

There is no ticker symbol or market for our common stock, which may make it difficult for holders of our common stock to sell their stock.

There is no ticker symbol nor established public trading marketing for our common stock and there can be no assurance that we will obtain the symbol, or the market will ever develop. Market liquidity will depend on the perception of our operating business and any steps that our management might take to bring us to the awareness of investors. There can be no assurance given that there will be any awareness generated. Consequently, investors may not be able to liquidate their investment or liquidate it at a price that reflects the value of the business. As a result holders of our securities may not find purchasers for our securities should they to sell securities held by them. Consequently, our securities should be purchased only by investors having no need for liquidity in their investment and who can hold our securities for an indefinite period of time.

Our principal stockholder and management own a significant percentage of our stock and will be able to exert significant control over matters subject to stockholder approval.

Our Chief Executive Officer, Mr. Jianjun Zhong, beneficially owns approximately 55.8% of our issued and outstanding shares of common stock (based on the number of shares of common stock outstanding as of the date of this report). Mr. Zhong alone will be able to impact matters requiring stockholder approval. For example, he may be able to impact elections of directors, amendments of our organizational documents or approval of any merger, sale of assets or other major corporate transactions. This may prevent or discourage unsolicited acquisition proposals or offers for our common stock that you may feel are in your best interest as one of our stockholders. The interests of Mr. Zhong and our management may not always coincide with your interests or the interests of other stockholders and they may act in a manner that advances their best interests and not necessarily those of other stockholders, including seeking a premium value for their common stock, and might affect the prevailing market price for our common stock.

We may be subject to the penny stock rules which will make shares of our common stock more difficult to sell.

We may be subject in the future to the SEC’s “penny stock” rules if our shares of common stock are eligible to be quoted on a trading platform such as OTCQB but sell below $5.00 per share. Penny stocks generally are equity securities with a price of less than $5.00. The penny stock rules require broker-dealers to deliver a standardized risk disclosure document prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer must also provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson, and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information must be given to the customer orally or in writing prior to completing the transaction and must be given to the customer in writing before or with the customer’s confirmation.

In addition, the penny stock rules require that prior to a transaction, the broker dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. The penny stock rules are burdensome and may reduce purchases of any offerings and reduce the trading activity for shares of our common stock. As long as our shares of common stock are subject to the penny stock rules, the holders of such shares of common stock may find it more difficult to sell their securities.

If our common stock is approved to be quoted and traded on the OTC markets, the market price of our common stock is likely to be highly volatile and could be subject to wide fluctuations in response to a number of factors that are beyond our control, including:

●

quarterly variations in our revenues and operating expenses;

●

developments in the financial markets and worldwide economies;

●

announcements of innovations or new products or services by us or our competitors;

●

announcements by the PRC government relating to regulations that govern our industry;

●

significant sales of our common stock or other securities in the open market;

●

variations in interest rates;

●

changes in the market valuations of other comparable companies; and

●

changes in accounting principles.

ITEM 1B. UNRESOLVED STAFF COMMENTS.

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

ITEM 2. PROPERTIES.

Our Property, Plant and Equipment

We currently have one integrated factory with covering a land area of 143,590 square feet in Yichun City, Jiangxi Province, PRC to produce our organic fertilizers, which has been in operations since 2017. This factory is composed of our fertilizers production lines, bamboo charcoal kiln, fermentation tank, office area, warehouse and laboratory. Both the land and the factory over the land are leased by us from Yichun City Sunshine Manor Disabled Planting, Breeding and Development Co., Ltd., a non-affiliate entity on an annual basis. The current annual rent is RMB24,000 (approximately $3,720). However, we own the fertilizers production lines, bamboo charcoal kiln, fermentation tank, warehouse and laboratory on the land.

ITEM 3. LEGAL PROCEEDINGS.

From time to time, we are subject to legal proceedings and claims arising in the ordinary course of our business. As of the date of this report, we were not involved in any litigation, arbitration or administrative proceedings pending or, to our knowledge, threatened against us that could have a material and adverse effect on our business, financial condition or results of operations.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

PART II

Market Information

As of the date of this report, the Company’s common stock is quoted on OTC Markets, symbol KNGW. Trading is very sporadic; the most recent trade was for 100 shares at $1.00 per share, on June 27, 2023.

Holders

As of June 27, 2023, we have record 105 record holders of our common stock.

Transfer Agent and Registrar

The Transfer Agent for our common stock is Empire Stock Transfer Inc., located at 1859 Whitney Mesa Dr., Henderson, NV 89014.

Dividend Policy

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

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

ITEM 6. [RESERVED]

As a “smaller reporting company” as defined in Item 10 of Regulation S-K, we are not required to provide the information required by this item.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Business Overview

We primarily engage in researching, developing, manufacturing and selling bamboo charcoal biomass organic fertilizers, amino acid water-soluble fertilizers, selenium-rich foliage fertilizers and other types of fertilizers in the PRC through our subsidiary, Jiangxi Kenongwo Technology Co., Ltd. (“Jiangxi Kenongwo”), a company incorporated under the laws of the PRC.

We generated our revenue from the sales of our organic fertilizers. We currently have one integrated factory covering a land area of 143,590 square feet in Yichun City, Jiangxi Province, PRC to produce our organic fertilizers, which has been in operations since 2017. We plan to expand our production capacity and build an automatic and standardized production line.

Critical Accounting Policies

Management’s discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States, or U.S. GAAP. Our financial statements reflect the selection and application of accounting policies that require management to make significant estimates and judgments. We believe the following critical accounting policies used in the preparation of our financial statements require significant judgments and estimates. For additional information relating to these and other accounting policies, see Note 2 to our financial statements included elsewhere in this report.

Basis of Presentation

Our financial statements are prepared in accordance with U.S. GAAP.

Going Concern

AsThe ~~reflected~~accompanying inconsolidated ~~the accompanying~~ financial statements, wehave ~~had~~been ~~accumulated~~prepared assuming ~~deficit~~that ofthe ~~$2,436,957~~Company ~~and~~will ~~$1,035,549~~continue as ~~of December 31, 2021 and December 31, 2020, respectively. We had incurred~~ a ~~net~~going ~~loss~~concern ofas ~~$1,401,408 and $834,774 for~~ the Company’s ~~years~~net ~~ended~~income ~~December~~is ~~31,~~positive ~~2021~~in ~~and~~2022 ~~2020, respectively. Our cash balances as of December 31, 2021~~ and ~~2020~~the ~~were $9,533 and $6,041, respectively. We had current liability of $4,524,974 and $2,114,609 at December~~Company ~~31,~~is ~~2021~~able ~~and~~to ~~2020,~~obtain ~~respectively,~~financial ~~which~~support ~~would~~from beshareholder ~~due~~to ~~within~~meet ~~the~~its ~~next~~short 12term ~~months.~~liquidity ~~In addition, we had a working capital deficit of $3,760,370 and $1,485,784 on December 31, 2021 and 2020, respectively~~shortage.

~~The Company plans to continue its expansion and investments, which will require continued improvements in revenue, net income, and cash flows.~~41

Revenue Recognition

The Company adopted ASC 606 “Revenue Recognition”, and recognizes revenue when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services.

The Company derives its revenues from the sale of fertilizer products. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfils its obligations under each of its agreements:

	●	identify the contract with a customer;

	●	identify the performance obligations in the contract;

	●	determine the transaction price;

	●	allocate the transaction price to performance obligations in the contract; and

	●	recognize revenue as the performance obligation is satisfied.

Results of Operations

Comparison of the year ended December 31, ~~2021~~2022 and December 31, ~~2020~~2021..

	For the Year Ended
	December 31,						Variance
	2021			2020			Amount			%
	2022			2021			Amount			%
	$			$			$
Revenues		~~542~~7,~~845~~639,624			~~507~~542,~~529~~845			357,~~316~~096,779			71307.033	%
Cost of revenues		~~954~~5,~~310~~460,592			~~528~~954,~~244~~310			~~426~~4,~~066~~506,282			80472.720	%
Gross profit		~~(411~~2,~~465~~179,032	)		(20411,~~715~~465	)		~~(390~~2,~~750~~590,497	)		~~1886~~(629.358	)%
Operating expenses:								-			-
Selling expenses		~~302~~207,~~156~~232			~~247~~302,~~230~~156			54(94,~~926~~924	)		22(31.242	)%
General and administrative expenses		~~672~~1,~~340~~012,953			~~587~~672,~~913~~340			84340,~~427~~613			1450.466	%
Total operating expenses		~~974~~1,~~496~~220,185			~~835~~974,~~143~~496			~~139~~245,~~353~~689			1625.721	%
Loss from operations		(1,385,961	)		(855,858	)		(530,103	)		61.9	%
Income (Loss) from operations		958,847			(1,385,961	)		2,344,808			(169.18	)%
Other income (expense):		21,853			57,299			(35,446	)		(61.90	)%
Other income		9,945			21,835			(11,890	)		(54.45	)%
Interest expense		(2932,~~719~~243	)		(329,~~333~~719	)		(262,~~386~~524	)		~~791~~8.749	%
Other expense:		(7,563	)		(32,882	)		25,319			(77.0	)%
Other expense		(1,395	)		(7,563	)		6,168			(81.55	)%
Other income (expense), net		(15,447	)		21,804			(37,251	)		(170.8	)%
Total other income (expense)		(23,693	)		(15,447	)		(8,246	)		53.38	%
Total other income (expense)		(15,447	)		21,084			(36,531	)		(173.3	)%
Income (Loss) before income taxes		935,154			(1,401,408	)		2,336,562			(166.73	)%
Loss before income taxes		(1,401,408	)		(834,774	)		(566,634	)		67.9	%
Income taxes		-			-			-
Net loss		(1,401,408	)		(834,774	)		(566,634	)		67.9	%
Net income (loss)		935,154			(1,401,408	)		2,336,562			(166.73	)%

3342

Revenue

For the year ended December 31, ~~2021~~2022, our total revenue was $~~542~~7,~~845~~639,624, representing aan increase of 61307.9633% compared to $~~507~~542,~~529~~845 for the same period in ~~2020~~2021. This increase was mainly due to an increase in demand of our products. ~~The~~after the Company’s ~~disaggregate~~developed ~~revenue streams~~and ~~are~~obtained ~~summarized~~more ~~as follows:~~customers.

	For the Years Ended
	December 31,
	2021		2020
Revenues – Bamboo charcoal biomass organic fertilizers	$	207,855	$	337,880
Revenues – Selenium-rich bamboo charcoal biomass organic fertilizers		78,712		62,689
Revenues – High concentration of foliar fertilizer 100ML		73,568		33,223
Revenues – Water-soluble fertilizers 2.5L		60,536		18,477
Revenues – Winter fertilizers 25KG		42,584		11,556
Revenues – Winter fertilizers 40KG		41,593		16,000
Revenues – Others		37,997		27,704
Total revenues	$	542,845	$	507,529

The Company’s disaggregate revenue streams are summarized as follows:

	For the Years Ended
	December 31,
	2022		2021
Revenues – Solid organic fertilizers	$	7,639,624	$	471,837
Revenues –Liquid organic fertilizers		-		71,008
Total revenues	$	7,639,624	$	542,845

Cost of revenues

Cost of revenues for the fertilizers was $~~954~~5,~~310~~460,592 and $~~528~~954,~~244~~310 for the years ended December 31, ~~2021~~2022 and ~~2020~~2021, respectively, representing an increase of 80472.720%. The increase in cost of ~~sales~~revenues ~~due~~was ~~to an increase~~ in ~~the~~line ~~cost~~with ofan ~~raw~~increase ~~materials~~ in ~~2021~~revenue.

The Company’s disaggregate cost of revenues streams are summarized as follows:

	For the Years Ended
	December 31,
	2021		2020
	2022		2021
Cost of revenues – Bamboo charcoal biomass organic fertilizers	$	376,475	$	370,797
Cost of revenues – Solid organic fertilizers	$	5,460,592	$	852,233
Cost of revenues – Selenium-rich bamboo charcoal biomass organic fertilizers		140,328		90,536
Cost of revenues – Liquid organic fertilizers		-		102,077
Cost of revenues – High concentration of foliar fertilizer 100ML		23,960		5,456
Total cost of revenues	$	5,460,592	$	954,310
Cost of revenues – Water-soluble fertilizers 2.5L		27,679		6,933
Cost of revenues – Winter fertilizers		348,236		32,647
Cost of revenues – Others		37,631		21,875
Total cost of revenues	$	954,310	$	528,244

Gross Profit

Our gross profit was $2,179,032 and negative $411,465 ~~and $20,715~~ with gross margin of ~~negative 75~~28.852% and 4negative 75.180% for the years ended December 31, ~~2021~~ 2022 and ~~2020~~2021, respectively. The ~~decrease in~~ gross ~~profit~~margin ~~was~~improved ~~due~~because to the ~~Company~~revenue ~~lowering~~increased ~~the~~1307.33% ~~retail~~while ~~price~~the cost of ~~its~~revenue ~~products~~increased in472.20% ~~order~~for ~~to capture~~the ~~more~~year ~~market~~ended ~~shares~~December 31, ~~and~~2022 ancompared ~~increase~~to in the ~~cost~~same ofperiod ~~raw materials~~ in 2021 ~~as stated above~~.

Selling Expenses

Our selling expenses were $~~302~~207,~~156~~232 for the year ended December 31, ~~2021~~2022, representing ana ~~increase~~decrease of $5494,~~926~~924 or 2231.242% compared to $~~247~~302,~~230~~ 156 for the year ended December 31, ~~2020~~2021. ~~The~~It ~~increase in our selling expenses~~ was mainly ~~due to~~ the ~~fact~~Company ~~that~~controls ~~we incurred more~~ costs ~~in promotion~~, ~~salary~~reduces ~~and~~travel ~~transportation~~expenses, ~~cost~~advertising ~~when~~expenses, ~~compared with 2020~~etc.

General and Administrative Expenses

The general and administrative expenses increased by $84340,~~427~~613, or 1450.466% from $~~587~~672,~~913~~340 for the year ended December 31, ~~2020~~2021 to $~~672~~1,~~340~~012,953 for the year of ~~2021~~2022 due to ~~incurred~~the ~~more~~increase in professional ~~fee~~fees, allowance for credit losses and operational costs associated with the increase in ~~2021~~business operations.

Research and Development (“R&D”) Expenses

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 ~~incurred~~ incurred by the Company are included in the general and administrative expenses and totaled $ ~~158~~125,~~308~~027 and $70158,~~655~~308 for the years ended December 31, ~~2021~~2022 and ~~2020~~2021 respectively.

~~Net Income~~43

~~Our net~~Net ~~loss~~Income was $1,401,408 and $834,774 for the years ended December 31, 2021 and 2020, respectively, representing an increase of $566,634. The Company is at its developing stage and we incurred certain expenses in hiring qualified employees to support our production and research and development. We also incurred more promotion fee by introducing our products to more customers across China during the fiscal year of 2021. The Company expects that more time is needed to achieve a better balance between our operating expenses and revenues.(loss)

Our net income (loss) was $935,154 and $(1,401,408) for the years ended December 31, 2022 and 2021, respectively, representing an increase of $2,336,562. It was due to the increase in revenues, as discussed above.

Liquidity and Capital Resources

Our working capital profit (deficit) was $3229,~~760,370~~703 and $1(3,~~485~~760,~~785~~370) for the years ended December 31, ~~2021~~2022 and ~~2020~~2021, respectively.

We have respectively financed our operations over the years ended December 31, ~~2021and~~2022 ~~2020~~and 2021 primarily through proceeds from advances from related parties, and net cash inflow from operation.

The components of cash flows are discussed below:

	For the Year Ended
	December 31,
	2020			2019
	2022			2021
Net cash used in operating activities	$	(260,828	)	$	(803,552	)
Net cash (used in) provided by operating activities	$	142,903		$	(260,828	)
Net cash used in investing activities		(166,~~318,700~~645	)		(~~592~~1,~~877~~318,700	)
Net cash provided by financing activities		1161,~~590,481~~779			1,~~263~~590,~~692~~481
Exchange rate effect on cash		(713,~~461~~522	)		5(7,~~528~~461	)
Net cash (outflow) inflow	$	3224,~~492~~515		$	~~(127~~3,~~209~~492	)

Cash used in Operating Activities

For the year ended December 31, ~~2021~~2022, net cash ~~used~~provided inby operating activities was $~~260~~142,~~828~~903, which consisted primarily of net ~~loss~~income of $1935,~~401~~154,~~408,~~ and was adjusted by depreciation and amortization of $223,218, allowance for credit losses expenses of $75257,~~023~~906 and gain on disposal of PPE of $1,083. The Company had an increase of $1623,~~197,844~~ 305 in account payables and accrued payables, ~~and~~as ~~that was due to it took~~ the Company ~~longer~~negotiated towith ~~pay~~its ~~off some~~ major vendors for credit term extension, ana decrease of $171,~~947~~ 642,060 in accounts receivable because ~~more~~the ~~customers~~Company ~~are~~extended ~~developed~~the ~~and~~credit ~~longer~~term ~~payment~~to ~~terms~~existing ~~were~~and ~~offered~~new ~~to loyal~~ customers, an increase of $78109,~~619~~096 in prepayments to the suppliers for procurement of raw materials and deposit for the building materials and equipment, and ana ~~increase~~decrease of $~~120~~334,~~883~~408 in inventories, and an increase $6,919 in deferred tax assets, and an increase $34,624 in advances from customers.

For the year ended December 31, ~~2020~~2021, net cash used in operating activities was $~~803~~260,~~552~~828, which consisted primarily of net loss of $~~834~~1,~~774~~401, 408, and was adjusted by depreciation and amortization of $3675,~~592, bad debt expenses of $157,495, conversion of convertible bond of $14,006 and loss from disposal of investment of $28,534~~023. The Company had an increase of $291,~~834~~197,844 in account payables and accrued payables, and ~~that~~ that was due to it took the Company longer to pay off some major vendors, an increase of $9917,~~084~~947 in accounts receivable because more ~~customers~~ customers are developed and longer payment terms were offered to loyal customers, aan ~~decrease~~increase of $~~623~~78,619 in ~~advanced~~prepayments ~~from customers due~~ to the ~~Company~~suppliers ~~receiving~~for ~~less~~procurement of ~~purchasing~~raw ~~orders~~materials ~~from~~and ~~customers~~deposit atfor the ~~year~~building ~~end,~~materials ~~which~~and ~~were~~equipment, ~~offset~~and by a decrease of $~~121~~120,~~744~~883 in inventories~~, an increase in advances and prepayments of $200,950 as Company involved more investments in plant and equipment~~.

Cash used in Investing Activities

Net cash used in investing activities was $66,645 for the year ended December 31, 2022. The activities consisted of our investments of $53,423 in purchasing plant and equipment.

Net cash used in investing activities was $1,318,700 for the year ended December 31, 2021. The activities consisted of our investments of $1,319,101 in purchasing plant and equipment.

~~Net cash used in investing activities was $592,877 for the year ended December 31, 2020. The activities consisted of our investments of $592,877 in purchasing plant and equipment.~~ 44

Cash Provided by Financing Activities

Net cash used in financing activities was $161,779 for the year ended December 31, 2022. During this year, cash provided by financing activities mainly includes advances from related party of $56,497, advances from director of $105,282.

Net cash provided by financing activities was $1,590,481 for the year ended December 31, 2021. During this year, cash provided by financing activities mainly includes proceeds from related parties of $1,210,725, proceeds from long-term loans of $465,008.

Net cash provided by financing activities was $1,263,692 for the year ended December 31, 2020. During this year, cash provided by financing activities mainly includes proceeds from related parties of $1,063,151, proceeds from long-term loans of $14,493 and issuance of common stocks of $186,048.

Off-balance Sheet Arrangements

We have not entered into any financial guarantees or other commitments to guarantee the payment obligations of any third parties. We have not entered into any derivative contracts that are indexed to its shares and classified as shareholder’s equity or that are not reflected in its consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or that engages in leasing, hedging or research and development services with us.

Quantitative and Qualitative Disclosures about Market Risks

Liquidity Risk

We are also exposed to liquidity risk which is risk that it is unable to provide sufficient capital resources and liquidity to meet its commitments and business needs. Liquidity risk is controlled by the application of financial position analysis and monitoring procedures. When necessary, we will turn to other financial institutions and third parties to obtain short-term funding to meet the liquidity shortage.

Inflation Risk

We are also exposed to inflation risk and inflationary factors, such as increases in raw material and overhead costs, which could impair our operating results. Although we do not believe that inflation has had a material impact on our financial position or results of operations to date, a high rate of inflation in the future may have an adverse effect on our ability to maintain current levels of gross margin and operating expenses as a percentage of revenue if the selling prices of our products do not increase with such increased costs.

Foreign Currency Risk

A majority of our operating activities and a significant portion of our assets and liabilities are denominated in RMB, which is not freely convertible into foreign currencies. All foreign exchange transactions take place either through the Peoples’ Bank of China (“PBOC”) or other authorized financial institutions at exchange rates quoted by PBOC. Approval of foreign currency payments by the PBOC or other regulatory institutions requires submitting a payment application form together with suppliers’ invoices and signed contracts. The value of RMB is subject to changes in central government policies and to international economic and political developments affecting supply and demand in the China Foreign Exchange Trading System market.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company and are not required to provide the information required by this item.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Our consolidated balance sheets, as of December 31, 2021 and 2020, and the related consolidated statements of operations and comprehensive loss, stockholders’ equity and cash flows for each of the two years in the period ended December 31, 2021 and 2020, together with the related notes and the report of our independent registered public accounting firm, are set forth on the “F” pages of this report.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended, or the “Exchange Act”) that are designed to ensure that information that would be required to be disclosed in the Exchange Act reports is recorded, processed, summarized and reported within the time period specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including to our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

As required by Rule 13a-15 under the Exchange Act, our management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2021. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of December 31, 2021, our disclosure controls and procedures were not effective to satisfy the objectives for which they are intended due to the material weakness in our internal control over financial reporting discussed below.

The material weakness identified by our management as of December 31, 2021 relates to the ability of the Company to record transactions and provide disclosures in accordance with U.S. GAAP. We did not have sufficient and skilled accounting personnel with an appropriate level of experience in the application of U.S. GAAP commensurate with our financial reporting requirements. For example, our staff members do not hold licenses such as Certified Public Accountant or Certified Management Accountant in the United States, have not attended United States institutions for training as accountants, and have not attended extended educational programs that would provide sufficient relevant education relating to U.S. GAAP. Our staff will require substantial training to meet the demands of a U.S. public company and our staff’s understanding of the requirements of U.S. GAAP-based reporting is inadequate.

We plan to provide U.S. GAAP training sessions to our accounting team. The training sessions will be organized to help our corporate accounting team gain experience in GAAP reporting and to enhance their awareness of new and emerging pronouncements with potential impact over our financial reporting. We plan to continue to recruit experienced and professional accounting and financial personnel and participate in educational seminars, tutorials, and conferences and employ more qualified accounting staff in future.

Internal Control over Financial Reporting and Attestation Report of Registered Public Accounting Firm

This annual report does not include a report of management’s assessment regarding internal control over financial reporting (“ICFR”) or an attestation report of the Company’s independent registered public accounting firm on ICFR due to a transition period established by rules of the Securities and Exchange Commission (the “SEC”) for newly public companies. The SEC has adopted a transition period permitting a newly public company to wait until its second annual report to comply with Section 404(a) of Sarbanes-Oxley Act of 2002 (“SOX”). After that point, issuers that are emerging growth companies, or are not large accelerated filers or accelerated filers are exempt from the requirements of SOX 404(b). As such, if the Company continues to satisfy as being an emerging growth company or other exemption standards as listed above, it will continue to be exempted from filing attestation report of the Company’s independent registered public accounting firm regarding ICFR.

Changes in Internal Controls over Financial Reporting

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

None.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

General

The following table sets forth certain information with respect to our directors and executive officer:

Name	Age	Position
Jianjun Zhong	52	Chairman, President, Treasurer and Secretary
Zhenggen Zhang	55	Director

Biography -

Mr. Jianjun Zhong has been appointed as a director, President, Treasurer and Secretary of the Company since October 17, 2018. Mr. Zhong is the founder of Jiangxi Kenongwo, bringing extensive executive experience in the bio-chemical industry. Mr. Zhong has been devoting himself into the fertilizer industry since 2007, when he started his own business and since then has been successfully developing non-toxic and environment-friendly selenium-rich bamboo charcoal organic fertilizers. Since August 2004, Mr. Zhong has also been engaging in the inbound investment planning for Zhuting Merchants’ Association at Yuanzhou District, where Jiangxi Kenongwo is located. In 2017, Mr. Zhong founded Jiangxi Kenongwo to further develop, upgrade, produce and sell selenium-rich bamboo charcoal organic fertilizers. Before 2004, Mr. Zhong was in the education industry and taught chemistry at high schools in Jiangxi province and Guangdong province. Mr. Zhong graduated from Jiangxi Normal School in 1991, majoring in chemistry.

Mr. Zhenggen Zhang has been appointed as a director of the Company since October 18, 2018. Mr. Zhang is an executive director of Xihai Liangpin (Hainan) Information Technology Co., Ltd since June 2019, a marketing director of Jiangxi Chun Zhi Du Environmental Protection Technology Co., Ltd from 2015 to May 2019, deputy general manager and training manager of Jiangxi Li Biotechnology Co., Ltd. from 2012 to 2014. Prior to that, he was engaged in various positions ranging from a village commission chair, an investor and founder of a garment factory and marketing chief of a daily commodity company at different periods since 1986.

Term of Office

Our directors are appointed to hold office until the next meeting of our shareholders or until removed from office in accordance with our bylaws.

Family Relationships

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

Our directors do not hold any directorships in other reporting companies and does not qualify as an “independent director” under the Rules of NASDAQ, Marketplace Rule 4200(a)(15).

To our knowledge, during the last ten years, none of our directors and executive officers (including those of our subsidiaries) have:

(a) had a bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time.

(b) been convicted in a criminal proceeding or been subject to a pending criminal proceeding, excluding traffic violations and other minor offenses.

(c) been subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities.

(d) been found by a court of competent jurisdiction (in a civil action), the SEC, or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

Director or Officer Involvement in Certain Legal Proceedings

To our knowledge, our directors and executive officers were not involved in any legal proceedings as described in Item 401(f) of Regulation S-K in the past ten years.

Section 16(a) Beneficial Ownership Reporting Compliance

The Company is subject to Section 15(d) of the Securities Exchange Act Exchange Act. Therefore unlike Sections 12(b) and 12(g) of the Exchange Act, Section 15 does not subject an issuer (and its directors, officers and large shareholders) to Sections 16, 13(d) and 13(f) beneficial ownership reporting. As a result, this section is not applicable to the Company’s directors, executive officers and persons who own more than 10% a registered class of our equity securities.

Code of Ethics

A code of business conduct and ethics is a written standard designed to deter wrongdoing and to promote (a) honest and ethical conduct, (b) full, fair, accurate, timely and understandable disclosure in regulatory filings and public statements, (c) compliance with applicable laws, rules and regulations, (d) the prompt reporting violation of the code and (e) accountability for adherence to the code. We are not currently subject to any law, rule or regulation requiring that we adopt a code of ethics; however, we intend to adopt one in the near future.

Corporate Governance

The business and affairs of the Company are managed under the direction of our board. In addition to the contact information in this report, each stockholder will be given specific information on how he/she can direct communications to the officers and directors of the corporation at our annual stockholders meetings. All communications from stockholders are relayed to the members of the Board of Directors.

Board Committees

We presently do not have an audit committee, compensation committee or nominating committee or committee performing similar functions, as our management believes that until this point it has been premature at the early stage of our management and business development to form an audit, compensation or nominating committee. Until these committees are established, these decisions will continue to be made by our Board of Directors.

Board Leadership Structure and Role in Risk Oversight

Our Board is primarily responsible for overseeing our risk management processes. The Board receives and reviews periodic reports from management, auditors, legal counsel, and others, as considered appropriate regarding our company’s assessment of risks. The Board focuses on the most significant risks facing our company and our company’s general risk management strategy, and also ensures that risks undertaken by our company are consistent with the Board’s appetite for risk. While the Board oversees our company’s risk management, management is responsible for day-to-day risk management processes. We believe this division of responsibilities is the most effective approach for addressing the risks facing our company and that our Board leadership structure supports this approach.

ITEM 11. EXECUTIVE COMPENSATION

The following summary compensation table sets forth the compensation earned by our named executive officer for the years ended December 31, 2021 and 2020.

Summary Compensation Table

	Fiscal	Salary		Bonus		Stock Awards		All Other Compensation		Total
Name and Principal Position	Year	($)		($)		($)		($)		($)
Jianjun Zhong	2021		0		0		0		0		0
President & Treasurer	2020		0		0		0		0		0

Compensation of Directors

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

Employment Agreements

Currently, we do not have any written employment agreement in place with our officers and directors.

Option Grants

We had no outstanding equity awards as of the end of fiscal years ended December 31, 2021 and 2020.

Option Exercises and Fiscal Year-End Option Value Table

There were no stock options exercised during fiscal years ended December 31, 2021 and 2020 by the executive officer.

Outstanding Equity Awards at Fiscal Year-End Table

We had no outstanding equity awards as of the end of fiscal years ended December 31, 2021 and 2020.

Long-Term Incentive Plans and Awards

There were no awards made to a named executive officer in fiscal 2021 and 2020 under any long-term incentive plan.

Director Compensation

Directors are permitted to receive fixed fees and other compensation for their services as directors. The Board of Directors has the authority to fix the compensation of directors.

Our directors have agreed not to and did not receive any compensation for their services as directors for the years ended December 31, 2021 and 2020.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

As noted in Item 1, on November 1, 2021, FINRA announced a 1-for-10 reverse split of our then-outstanding common shares, which took effect of November 2, 2021. The following table provides information as to shares of common stock beneficially owned as of April 14, 2022, by:

● each director;

● each named executive officer; and

● each person known by us to beneficially own at least 5% of our common stock.

Name of Beneficial Owners	Amount and Nature of Beneficial Ownership		Percent of Common Stock
Jianjun Zhong		56,890,675		55.8	%
Zhenggen Zhang		200,000		Less than 1	%

(1) Applicable percentages are based on 101,882,485 shares outstanding as of April 14, 2022 adjusted as required by rules of the SEC. Beneficial ownership is determined under the rules of the SEC and generally includes voting or investment power with respect to securities. Shares of common stock subject to options, warrants and convertible notes currently exercisable or convertible, or exercisable or convertible within 60 days are deemed outstanding for computing the percentage of the person holding such securities but are not deemed outstanding for computing the percentage of any other person. Unless otherwise indicated in the footnotes to this table, Company believes that each of the shareholders named in the table has sole voting and investment power with respect to the shares of common stock indicated as beneficially owned by them.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

On November 3, 2021, we issued 100,000,000 post-reverse split restricted shares to our CEO, Jianjun Zhang, in exchange for his previous services to our Company. Shortly thereafter, Mr. Zhang transferred 44,509,325 of those shares to 82 non-Us persons.

As of December 31, 2020, the outstanding balance of $1,774,109 due to Ms. Yuhua Zhang, a shareholder of the Company, is advances for working capital of the Company which are due on demand, non-interest bearing, and unsecured.

As of December 31, 2020, the outstanding balance of $83,581 due to Mr. Jianjun Zhong, the majority shareholder, President, Treasurer and Secretary of the Company, is advances for working capital of the Company which are due on demand, non-interest bearing, and unsecured.

Other than the transaction described above, for the past two fiscal years there have not been, and there is not currently proposed, any transaction or series of similar transactions to which we were or will be a participant in which the amount involved exceeded or will exceed $80,000, and in which any director, executive officer, holder of 5% or more of any class of our capital stock or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest.

Independence of the Board of Directors

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

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

We were billed by WWC, PC and Assent Sure, our independent public accountants for the following professional services it performed for us during the fiscal year ended December 31, 2021 and 2020, as set forth in the table below:

	2021		2020
Audit Fees	$	85,000	$	54,000
Audit Related Fees	$	0	$	0
Tax Fees	$	0	$	0
All other fees	$	0	$	0
TOTAL FEES	$	85,000	$	54,000

Audit Fees — This category includes the audit of our annual financial statements and services that are normally provided by the independent auditors in connection with engagements for those fiscal years.

Audit-Related Fees — This category consists of assurance and related services by the independent auditors that are reasonably related to the performance of the audit or review of our financial statements and are not reported above under “Audit Fees”.

Tax Fees — This category consists of professional services rendered by the Company’s independent registered public accounting firm for tax compliance and tax advice. The services for the fees disclosed under this category include tax return preparation and technical tax advice.

All Other Fees — This category consists of fees for other miscellaneous items.

Pre-Approval Policies and Procedures

All of the services rendered to us by our independent registered public accountants were pre-approved by the Board.

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

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

Financial Statements

The following financial statements of Kenongwo Group US, Inc. and Report of Independent Registered Public Accounting Firm are presented in the “F” pages of this report:

	Page
Report of Independent Registered Public Accounting Firm	F-2
Audited Consolidated Balance Sheets as of December 31, 2021 and 2020	F-3
Audited Consolidated Statements of Operations and Comprehensive Loss for the Years Ended December 31, 2021 and 2020	F-4
Audited Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2021 and 2020	F-5
Audited Consolidated Statements of Cash Flows for the Years Ended December 31, 2021 and 2020	F-6
Notes to Audited Consolidated Financial Statements	F-7

(b) Exhibits

See the Exhibit Index following the signature page of this report, which Index is incorporated herein by reference.

SIGNATURES

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

	KENONGWO GROUP US, INC.
Date: April 15, 2022	By:	/s/ Jianjun Zhong
		Name:	Jianjun Zhong
		Title:	President and Chief Executive Officer
			(principal executive officer)
Date: April 15, 2022	By:	/s/ Jianjun Zhong
		Name:	Jianjun Zhong
		Title:	Chief Financial Officer
			(principal financial officer and principal accounting officer)

~~KENONGWO~~ITEM ~~GROUP~~7A. ~~US,~~QUANTITATIVE ~~INC.~~AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

~~Exhibit~~We ~~Index~~are a smaller reporting company and are not required to ~~Annual~~provide ~~Report~~the oninformation ~~Form~~required ~~10-K~~by this item.

~~For~~ITEM ~~the~~8. ~~Fiscal~~FINANCIAL ~~Year~~STATEMENTS ~~Ended~~AND ~~December~~SUPPLEMENTARY ~~31, 2021~~DATA

Exhibit No.		Description
3.1		Certificate of Incorporation of Kenongwo Group US, Inc. (incorporated by reference to Exhibit 3.1 to the Draft Registration Statement on Form S-1 filed on January 31, 2020).
3.2		By-Laws of Kenongwo Group US, Inc. (incorporated by reference to Exhibit 3.2 to the Draft Registration Statement on Form S-1 filed on January 31, 2020).
4.1		Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Registration statement on Form S-1 filed on August 6, 2020).
4.6		Description of Capital Stock.
10.1		English translation of the Equity Transfer Agreement dated January 1, 2019 by and between Mr. Xiaoming Zhang, as the transferor and Kenongwo Group US, Inc., as the transferee (incorporated by reference to Exhibit 10.1 to the Draft Registration Statement on Form S-1 filed on January 31, 2020).
10.2		English translation of the Equity Transfer Agreement dated January 1, 2019 by and between Ms. Yuhua Zhang, as the transferor and Kenongwo Group US, Inc., as the transferee (incorporated by reference to Exhibit 10.2 to the Draft Registration Statement on Form S-1 filed on January 31, 2020).
10.3		Form of the English translation of Debt-to-Equity Conversion Agreement by and among the Company, Jiangxi Kenongwo Technology Co., Ltd. and the creditors (incorporated by reference to Exhibit 10.3 to the Draft Registration Statement on Form S-1 filed on January 31, 2020).
10.4		Form of the Private Placement Subscription Agreement by and between the Company and the investors (incorporated by reference to Exhibit 10.4 to the Draft Registration Statement on Form S-1 filed on January 31, 2020).
10.5		English Translation of the Form of Mountain Forest Farm Lease Agreement (incorporated by reference to Exhibit 10.5 to the Draft Registration Statement on Form S-1 filed on June 5, 2020).
10.6		English Translation of the Stock Entrustment Agreement (incorporated by reference to Exhibit 10.6 to the Registration Statement on Form S-1 filed on June 5, 2020).
10.7		English Translation of the Cooperation Agreement, dated April 27, 2019, by and among Jiangxi Kenongwo Technology Co., Ltd., Haijin Li and Weizhong Zhang (incorporated by reference to Exhibit 10.7 to our Registration Statement on Form S-1 filed on July 17, 2020).
21.1		Subsidiaries of the Company (incorporated by reference to Exhibit 21.1 to the Draft Registration Statement on Form S-1 filed on January 31, 2020).
31.1*		Certification of Chief Executive Officer pursuant to Rule 13a-14 and Rule 15d-14(a) of the Exchange Act.
31.2*		Certification of Chief Financial Officer pursuant to Rule 13a-14 and Rule 15d-14(a) of the Exchange Act.
32.1*		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101*		Interactive data files pursuant to Rule 405 of Regulation S-T
101.INS		Inline XBRL Instance Document.*
101.SCH		Inline XBRL Taxonomy Extension Schema Document.*
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.*
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.*
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.*
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.*
104		Cover Page Interactive Data File (Embedded as Inline XBRL document and contained in Exhibit 101).*

Our consolidated balance sheets, as of December 31, 2022 and 2021, and the related consolidated statements of operations and comprehensive loss, stockholders’ equity and cash flows for each of the two years in the period ended December 31, 2022 and 2021, together with the related notes and the report of our independent registered public accounting firm, are set forth on the “F” pages of this report.

*ITEM ~~Exhibits~~9. ~~filed~~CHANGES ~~herewith.~~IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

46None

~~KENONGWO~~ITEM ~~GROUP~~9A. ~~US,~~CONTROLS ~~INC.~~AND PROCEDURES

~~AUDITED~~Evaluation ~~CONSOLIDATED~~of ~~FINANCIAL~~Disclosure ~~STATEMENTS~~Controls and Procedures

~~DECEMBER~~We 31maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, ~~2021~~as ~~AND~~amended, ~~2020~~or the “Exchange Act”) that are designed to ensure that information that would be required to be disclosed in the Exchange Act reports is recorded, processed, summarized and reported within the time period specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including to our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

~~(Stated~~As required by Rule 13a-15 under the Exchange Act, our management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2022. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of December 31, 2022, our disclosure controls and procedures were not effective to satisfy the objectives for which they are intended due to the material weakness in USour ~~Dollars)~~ internal control over financial reporting discussed below.

		Page
CONTENTS
	Report of Independent Registered Public Accounting Firm	F-2
	Audited Consolidated Balance Sheets as of December 31, 2021 and 2020	F-3
	Audited Consolidated Statements of Operations and Comprehensive Loss for the Years Ended December 31, 2021 and 2020	F-4
	Audited Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2021 and 2020	F-5
	Audited Consolidated Statements of Cash Flows for the Years Ended December 31, 2021 and 2020	F-6
	Notes to Audited Consolidated Financial Statements	F-7

The material weakness identified by our management as of December 31, 2022 relates to the ability of the Company to record transactions and provide disclosures in accordance with U.S. GAAP. We did not have sufficient and skilled accounting personnel with an appropriate level of experience in the application of U.S. GAAP commensurate with our financial reporting requirements. For example, our staff members do not hold licenses such as Certified Public Accountant or Certified Management Accountant in the United States, have not attended United States institutions for training as accountants, and have not attended extended educational programs that would provide sufficient relevant education relating to U.S. GAAP. Our staff will require substantial training to meet the demands of a U.S. public company and our staff’s understanding of the requirements of U.S. GAAP-based reporting is inadequate. The cumulative effects of the above identified weaknesses resulted in the inability to file the financial reports on a timely basis.

~~F-1~~We plan to provide U.S. GAAP training sessions to our accounting team. The training sessions will be organized to help our corporate accounting team gain experience in GAAP reporting and to enhance their awareness of new and emerging pronouncements with potential impact over our financial reporting. We plan to continue to recruit experienced and professional accounting and financial personnel and participate in educational seminars, tutorials, and conferences and employ more qualified accounting staff in future.

~~Report of Independent Registered Public Accounting Firm~~46

~~To:~~Internal ~~The~~Control ~~Board~~over ofFinancial ~~Directors~~ Reporting and Attestation ~~Stockholders~~Report of ~~Kenongwo~~Registered ~~Group~~Public ~~US,~~Accounting ~~Inc.~~Firm

~~Opinion~~This annual report does not include a report of management’s assessment regarding internal control over financial reporting (“ICFR”) or an attestation report of the Company’s independent registered public accounting firm on ICFR due to a transition period established by rules of the ~~Financial~~Securities ~~Statements~~and Exchange Commission (the “SEC”) for newly public companies. The SEC has adopted a transition period permitting a newly public company to wait until its second annual report to comply with Section 404(a) of Sarbanes-Oxley Act of 2002 (“SOX”). After that point, issuers that are emerging growth companies, or are not large accelerated filers or accelerated filers are exempt from the requirements of SOX 404(b). As such, if the Company continues to satisfy as being an emerging growth company or other exemption standards as listed above, it will continue to be exempted from filing attestation report of the Company’s independent registered public accounting firm regarding ICFR.

WeChanges have audited the accompanying balance sheets of Kenongwo Group US, Inc. (the “Company”) as of December 31, 2021 and 2020, and the related statements of operations and comprehensive loss, stockholders’ equity, and cash flows for each of the years in ~~the~~Internal ~~two-year~~Controls ~~period~~over ~~ended December 31, 2021, and~~Financial the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.Reporting

~~The~~There ~~accompanying~~were ~~financial~~no ~~statements~~changes ~~have been~~in ~~prepared~~our ~~assuming~~internal ~~that~~control ~~the~~over ~~Company~~financial ~~will~~reporting ~~continue~~identified asin aconnection ~~going~~with ~~concern.~~the Asevaluation ~~discussed~~required inby ~~Note~~paragraph 1(d) toof ~~the~~Exchange ~~financial~~Act Rules ~~statements,~~13a-15 ~~the~~or ~~Company~~15d-15 ~~had incurred~~that ~~substantial~~occurred ~~losses~~ during ~~the~~our ~~year,~~last ~~and~~fiscal ~~has~~quarter athat ~~working~~have ~~capital~~materially ~~deficit~~affected, ~~which~~or ~~raises~~are ~~substantial~~reasonably ~~doubt~~likely ~~about its ability~~ to ~~continue~~materially asaffect, aour ~~going~~internal ~~concern.~~control ~~Management’s~~over ~~plan in regards to these matters are described in Note 1. These~~ financial ~~statements do not include any adjustments that might result from the outcome of this uncertainty~~reporting.

~~Basis~~ITEM ~~for~~9B. ~~Opinion~~OTHER INFORMATION

~~These financial statements are the responsibility of the Company’s management~~None. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

WeITEM ~~conducted our audits in accordance with the standards of the PCAOB~~9C. ~~Those~~DISCLOSURE ~~standards~~REGARDING ~~require~~FOREIGN ~~that~~JURISDICTIONS weTHAT ~~plan~~PREVENT and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.INSPECTIONS

~~Our~~Not ~~audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks~~applicable. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

~~/s/ Assentsure PAC~~47

~~Assentsure~~PART ~~PAC (6783)~~III

~~Singapore~~ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

~~April 15, 2022~~General

WeThe ~~have~~following ~~served~~table assets forth ~~the~~certain ~~Company’s~~information ~~auditor since~~with ~~2022.~~respect to our directors and executive officer:

F-2

Name	Age	Position
Jianjun Zhong	53	Chairman, President, Treasurer and Secretary
Zhenggen Zhang	56	Director

~~KENONGWO~~Biography ~~GROUP US, INC.~~-

~~AUDITED~~Mr. ~~CONSOLIDATED~~Jianjun ~~BALANCE~~Zhong has been ~~SHEETS~~appointed as a director, President, Treasurer and Secretary of the Company since October 17, 2018. Mr. Zhong is the founder of Jiangxi Kenongwo, bringing extensive executive experience in the bio-chemical industry. Mr. Zhong has been devoting himself into the fertilizer industry since 2007, when he started his own business and since then has been successfully developing non-toxic and environment-friendly selenium-rich bamboo charcoal organic fertilizers. Since August 2004, Mr. Zhong has also been engaging in the inbound investment planning for Zhuting Merchants’ Association at Yuanzhou District, where Jiangxi Kenongwo is located. In 2017, Mr. Zhong founded Jiangxi Kenongwo to further develop, upgrade, produce and sell selenium-rich bamboo charcoal organic fertilizers. Before 2004, Mr. Zhong was in the education industry and taught chemistry at high schools in Jiangxi province and Guangdong province. Mr. Zhong graduated from Jiangxi Normal School in 1991, majoring in chemistry.

ASMr. OFZhenggen ~~DECEMBER~~Zhang has been 31appointed as a director of the Company since October 18, ~~2021~~2018. ~~AND~~Mr. ~~2020~~ Zhang is an executive director of Xihai Liangpin (~~Stated~~Hainan) Information Technology Co., Ltd since June 2019, a marketing director of Jiangxi Chun Zhi Du Environmental Protection Technology Co., Ltd from 2015 to May 2019, deputy general manager and training manager of Jiangxi Li Biotechnology Co., Ltd. from 2012 to 2014. Prior to that, he was engaged in USvarious ~~Dollars)~~positions ranging from a village commission chair, an investor and founder of a garment factory and marketing chief of a daily commodity company at different periods since 1986.

	2021			2020
ASSETS
Current Assets:
Cash and cash equivalents	$	9,533		$	6,041
Accounts receivable, net		166,293			184,240
Other receivables, net		164,354			56,384
Inventories		271,674			150,791
Advances and prepayments to suppliers		152,750			231,369
Total Current Assets		764,604			628,825
Investment		-			-
Plant and equipment, net		2,099,684			289,864
Construction in progress, net		94,892			614,170
Intangible assets, net		52,505			58,428
Total Assets	$	3,011,685		$	1,591,287
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable and accrued payables	$	1,453,700		$	256,842
Taxes payable		986			-
Advances from customers		78			77
Due to related parties		3,070,210			1,857,690
Total Current Liabilities		4,524,974			2,114,609
Non-Current Liabilities
Convertible notes, net		-			-
Long-term loans		470,537			30,639
Total Liabilities		4,995,511			2,145,248
Stockholders’ Equity:
Common Stock, $0.0001 par value, 110,000,000 shares authorized; 1,882,482shares issued and outstanding as of December 31, 2021 and December 31, 2020, respectively		188			188
Paid in capital		494,058			494,058
Accumulated deficit		(2,436,957	)		(1,035,549	)
Accumulated other comprehensive income (loss)		(41,115	)		(12,658	)
Total Stockholders’ Equity		(1,983,826	)		(553,961	)
Total Liabilities and Stockholders’ Equity	$	3,011,685		$	1,591,287

Term of Office

~~The~~Our ~~accompanying~~directors ~~notes~~ are anappointed to ~~integral~~hold ~~part~~office until the next meeting of ~~these~~ ~~consolidated~~our ~~financial~~shareholders ~~statements~~or until removed from office in accordance with our bylaws.

~~F-3~~Family Relationships

~~KENONGWO~~There ~~GROUP~~are ~~US,~~no ~~INC~~family relationships between any of our directors or executive officers.

~~AUDITED~~Our ~~CONSOLIDATED~~directors ~~STATEMENTS~~do OFnot ~~OPERATIONS~~hold ~~AND~~any ~~COMPREHENSIVE~~directorships ~~INCOME~~in other reporting companies and does not qualify as an “independent director” under the Rules of NASDAQ, Marketplace Rule 4200(~~LOSS~~a)(15).

~~FOR~~To ~~THE~~our ~~YEARS~~knowledge, ~~ENDED~~during the ~~DECEMBER~~last 31ten years, ~~2021~~none ~~AND~~of ~~2020~~our directors and executive officers (including those of our subsidiaries) have:

(~~Stated~~a) inhad USa ~~Dollars)~~bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time.

	2021			2020
Revenue	$	542,845		$	507,529
Cost of revenues		954,310			528,244
Gross profit		(411,465	)		(20,715	)
Operating expenses
Selling and marketing expenses		302,156			247,230
General and administrative expenses		672,340			587,913
Total operating expenses		974,496			835,143
Loss from operations		(1,385,961	)		(855,858	)
Other income (expenses):
Interest income		-			-
Interest expenses		(29,719	)		(3,333	)
Other income		21,835			57,299
Other expenses		(7,563	)		(32,882	)
Total other (expenses) income		(15,447	)		21,084
Loss before income taxes		(1,401,408	)		(834,774	)
Provision for income taxes		-			-
Net loss	$	(1,401,408	)	$	(834,774	)
Other comprehensive income (loss):
Foreign currency translation adjustment		(28,457	)		2,856
Comprehensive (loss)	$	(1,429,865	)	$	(831,918	)
Loss per share – Basic and diluted		(0.85	)		(0.51	)
Basic and diluted weighted average shares outstanding		1,644,711			1,644,711

(b) been convicted in a criminal proceeding or been subject to a pending criminal proceeding, excluding traffic violations and other minor offenses.

~~The~~(c) ~~accompanying~~been ~~notes~~subject ~~are~~to anany ~~integral~~order, ~~part~~judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, ~~these~~barring, ~~consolidated~~suspending ~~financial~~or ~~statements~~otherwise limiting his involvement in any type of business, securities or banking activities.

~~F-4~~(d) been found by a court of competent jurisdiction (in a civil action), the SEC, or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

~~KENONGWO GROUP US, INC.~~48

~~AUDITED~~Director ~~CONSOLIDATED~~or ~~STATEMENTS~~Officer OFInvolvement ~~CHANGES~~in INCertain ~~STOCKHOLDERS’~~Legal ~~EQUITY~~Proceedings

~~FOR~~To ~~THE~~our ~~YEARS~~knowledge, ~~ENDED~~our ~~DECEMBER~~directors and ~~31,~~executive ~~2021~~officers ~~AND~~were ~~2020~~ not involved in any legal proceedings as described in Item 401(f) of Regulation S-K in the past ten years.

Section 16(~~Stated~~a) inBeneficial USOwnership ~~Dollars)~~Reporting Compliance

	Number		Common		Paid-in		Subscription		Accumulated			Accumulated Other Comprehensive
	of Shares		Stock		Capital		Receivable		Deficit			Loss			Total
Balance, January 1, 2020		1,403,000	$	140	$	311,201		-	$	(200,775	)	$	(15,514	)	$	95,052
Recognition of beneficial conversation feature		288,789		29		-		-		-			-			29
Shares issued for cash		190,693		19		182,857										182,876
Net loss				-		-		-		(834,774	)		-			(834,774	)
Foreign currency translation adjustment		-		-		-		-		-			2,856			2,856
Balance, December 31, 2020		1,882,482	$	188	$	494,058	$	-	$	(1,035,549	)	$	(12,658	)	$	(553,961	)
Balance, January 1, 2021		1,882,482	$	188	$	494,058	$	-	$	(1,035,549	)	$	(12,658	)	$	(553,961	)
Net loss				-		-		-		(1,401,408	)		-			(1,401,408	)
Foreign currency translation adjustment		-		-		-		-		-			(28,457	)		(28,457	)
Balance, December 31, 2021		1,882,482	$	188	$	494,058	$	-	$	(2,436,957	)	$	(41,115	)	$	(1,983,826	)

~~The~~Code ~~accompanying notes are an integral part~~ of ~~these~~ ~~consolidated financial statements~~Ethics

~~F-5~~A code of business conduct and ethics is a written standard designed to deter wrongdoing and to promote (a) honest and ethical conduct, (b) full, fair, accurate, timely and understandable disclosure in regulatory filings and public statements, (c) compliance with applicable laws, rules and regulations, (d) the prompt reporting violation of the code and (e) accountability for adherence to the code. We are not currently subject to any law, rule or regulation requiring that we adopt a code of ethics; however, we intend to adopt one in the near future.

~~KENONGWO~~Corporate ~~GROUP US, INC.~~Governance

~~AUDITED~~The ~~CONSOLIDATED~~business ~~STATEMENTS~~and OFaffairs of ~~CASH~~the ~~FLOWS~~Company are managed under the direction of our board. In addition to the contact information in this report, each stockholder will be given specific information on how he/she can direct communications to the officers and directors of the corporation at our annual stockholders meetings. All communications from stockholders are relayed to the members of the Board of Directors.

~~FOR~~Board ~~THE YEARS ENDED DECEMBER 31, 2021 AND 2020~~ Committees

~~(Stated~~We inpresently USdo ~~Dollars)~~not have an audit committee, compensation committee or nominating committee or committee performing similar functions, as our management believes that until this point it has been premature at the early stage of our management and business development to form an audit, compensation or nominating committee. Until these committees are established, these decisions will continue to be made by our Board of Directors.

	2021			2020
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss)	$	(1,401,408	)	$	(834,774	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization		75,023			36,592
Bad debt expenses		-			157,495
Conversion of convertible bond		-			(14,006	)
Loss from disposal of investment		-			28,534
Changes in operating assets and liabilities:
Accounts receivable		17,947			(99,084	)
Other receivables		(107,970	)		(28,314	)
Inventories		(120,883	)		121,744
Advances and prepayments		78,619			(200,950	)
Accounts and other payables and accruals		1,197,844			29,834
Advances from customers		-			(623	)
Net cash (used in) provided by operating activities		(260,828	)		(803,552	)
CASH FLOWS FROM INVESTING ACTIVITIES
Investment in plant and equipment		(1,319,101	)		(592,877	)
Intangible assets		(1,069	)		-
Proceeds from disposal of equipment		1,470			-
Net cash used in investing activities		(1,318,700	)		(592,877	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from related party		1,210,725			1,063,151
Repayments of related party loan		(54,251	)		-
Long-term loans		465,008			14,493
Repayment of loans		(31,001	)		-
Proceeds from issuance of common stocks		-			186,048
Net cash provided by financing activities		1,590,481			1,263,692
EFFECT OF EXCHANGE RATE ON CASH		(7,461	)		5,528
NET INCREASE IN CASH		3,492			(127,209	)
CASH, BEGINNING OF PERIOD		6,041			133,250
CASH, END OF PERIOD		9,533			6,041
SUPPLEMENTAL DISCLOSURES:
Cash paid during the period for:
Cash paid for interest expense, net of capitalized interest	$	29,719		$	3,333
Cash paid for income tax		-			-
Issuance of common stock upon conversion of convertible bond	$	-		$	104,273

Board Leadership Structure and Role in Risk Oversight

Our Board is primarily responsible for overseeing our risk management processes. The ~~accompanying~~Board ~~notes~~receives and reviews periodic reports from management, auditors, legal counsel, and others, as considered appropriate regarding our company’s assessment of risks. The Board focuses on the most significant risks facing our company and our company’s general risk management strategy, and also ensures that risks undertaken by our company are consistent anwith ~~integral~~the ~~part~~Board’s appetite for risk. While the Board oversees our company’s risk management, management is responsible for day-to-day risk management processes. We believe this division of responsibilities is the most effective approach for addressing ~~these~~the ~~consolidated~~risks ~~financial~~facing ~~statements~~our company and that our Board leadership structure supports this approach.

~~F-6~~49

~~KENONGWO~~ITEM ~~GROUP~~11. ~~US,~~EXECUTIVE ~~INC.~~COMPENSATION

~~NOTES~~The TOfollowing ~~AUDITED~~summary ~~CONSOLIDATED~~compensation table ~~FINANCIAL~~sets ~~STATEMENTS~~forth the compensation earned by our named executive officer for the years ended December 31, 2022 and 2021.

~~NOTE~~Summary 1Compensation ~~– ORGANIZATION, NATURE OF OPERATIONS AND GOING CONCERN~~Table

Kenongwo Group US, Inc. (“Kenongwo US” or the “Company”) is a holding company incorporated in the State of Nevada on October 17, 2018.

	Fiscal		Salary		Bonus		Stock Awards		All Other Compensation		Total
Name and Principal Position	Year		($)		($)		($)		($)		($)
Jianjun Zhong		2022		125,845		0		0		0		125,845
Jianjun Zhong		2021		-		-		-		-		-

OnCompensation ~~October 17, 2018, the Company issued 30,000 shares~~ of ~~the common stock at the par value per share for a total purchase price of $3 to Mr. Erh-ping Pi.~~Directors

OnDirectors ~~October~~are ~~20,~~permitted ~~2018,~~to receive ~~the~~fixed ~~Company~~fees ~~issued~~and ~~14,000,000 shares~~other ofcompensation ~~the~~for ~~common~~their ~~stock~~services atas ~~the~~directors. ~~par~~The ~~value~~Board ~~per~~of ~~share~~Directors ~~for~~has athe ~~total~~authority ~~purchase~~to ~~price~~fix the compensation of ~~$1,400~~directors. toNo ~~its~~amounts ~~director~~have ~~and~~been ~~chief~~paid ~~executive~~to, ~~officer Mr.~~or ~~Jianjun~~accrued ~~Zhong~~to, directors in such capacity.

OnEmployment May 15, 2017, Jiangxi Kenongwo Technology Co., Ltd. (“Jiangxi Kenongwo”) was formed in the PRC. It is engaged in researching, developing, manufacturing and selling bamboo charcoal biomass organic fertilizers, amino acid water-soluble fertilizers, selenium-rich foliage fertilizers and other types of fertilizers in the People’s Republic of China (the “PRC”).Agreements

~~On January 1~~Currently, ~~2019,~~we ~~the~~do ~~Company~~not ~~acquired all the~~have ~~issued~~any ~~and~~written ~~outstanding~~employment capital stock of Jiangxi Kenongwo pursuant to certain share transfer agreements entered into with Xiaoming Zhang and Yuhua Zhang, the two former shareholders of Jiangxi Kenongwo. The share transfer was completed on January 9, 2019 as evidenced by a business license issued by Administrative Bureau in Yichun City Jiangxi Province reflecting the sole foreign ownership. As a result, Jiangxi Kenongwo became the Company’s wholly owned subsidiary. In accordance to a stock entrustment agreement (the “Stock Entrustment Agreement”), Xiaoming Zhang and Yuhua Zhang held Jiangxi Kenongwo on behalf of Mr. Jianjun Zhong. Under the Stock Entrustment Agreement, Mr. Jianjun Zhong was the controlling beneficial owner of Jiangxi Kenongwo prior to the acquisition on January 1, 2019. Accordingly, the Company and Jiangxi Kenongwo were under common control prior to the acquisition; therefore, the transaction has been accounted for as business combination under common control in ~~accordance~~place towith ~~ASC-805-50-30-5,~~our inofficers ~~which the assets~~ and ~~liabilities of Jiangxi Kenongwo have been presented at their carrying values at the date at which the transfer occurred, which was January 1, 2019~~directors. ~~However, the carrying values did not differ from their historical basis. No goodwill was recognized in this transaction.~~

OnOption September 6, 2019, the Company agreed to issue an aggregate of 1,300,000 shares of common stock in a private placement to two investors for an aggregate purchase price of $130,000. On February 26, 2020, March 2, 2020, March 4, 2020 and March 10, 2020, Jiangxi Kenongwo received the placement proceeds of $28,889 (RMB 200,000), $57,778 (RMB 400,000), $14,444 (RMB 100,000), and $28,889 (RMB 200,000), respectively, totaling $130,000 (RMB 900,000) from its two investors.Grants

OnWe ~~October~~had ~~16,~~no ~~2019,~~outstanding ~~the~~equity ~~Company~~awards ~~agreed~~as ~~to issue an aggregated~~ of ~~606,925 shares of~~ the ~~common stock to a total of 41 investors for an aggregate purchase price of $60,693 in a private~~ ~~placement.~~end ~~On January 16, 2020, Jiangxi Kenongwo, on behalf~~ of ~~the~~fiscal ~~Company,~~years ~~received~~ended ~~the~~December ~~proceeds of $60~~31,~~693~~ ~~(RMB~~2022 ~~418,166)~~and ~~from the 41 investors~~2021.

OnOption ~~October~~Exercises 5,and ~~2021,~~Fiscal ~~the~~Year-End ~~Company~~Option ~~amended~~Value its articles of incorporation to reverse split its common stock at a rate of 1 for 10 (the “Reverse Split”). On November 1, 2021, FINRA announced the Reverse Split, which took effect at the opening of business on November 2, 2021.Table

~~Going~~There ~~Concern~~were no stock options exercised during fiscal years ended December 31, 2022 and 2021 by the executive officer.

~~The~~Outstanding ~~accompanying~~Equity ~~consolidated~~Awards ~~financial~~at ~~statements have~~Fiscal ~~been~~Year-End prepared assuming that the Company will continue as a going concern; however, the Company had accumulated deficit of $2,436,957 and $1,035,549 as of December 31, 2021 and 2020, respectively. The Company has incurred a net loss of $1,401,408 and $834,774 for the years ended December 31, 2021 and 2020, respectively. As of December 31, 2021 and 2020, the Company had a working capital deficit of $3,760,370 and $1,485,784, respectively; its net cash used in operating activities for years ended December 31, 2021 and 2020 was $260,828 and $803,552, respectively.Table

~~These~~We ~~factors~~had ~~raise~~no ~~substantial~~outstanding ~~doubt~~equity onawards ~~the Company’s ability to continue~~ as ~~a going concern. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome~~ of ~~this uncertainty. Management’s plan for~~ the ~~Company’s continued existence is dependent upon management’s~~ ~~ability~~end toof ~~execute~~fiscal ~~the~~years ~~business~~ended ~~plan,~~December ~~develop the plan to generate profit; additionally~~31, ~~management~~2022 ~~may need to continue to rely on certain related parties to provide funding for investment, for working capital~~ and ~~general corporate purposes~~2021. ~~If management is unable to execute its plan, the Company may become insolvent.~~

~~Basis~~Long-Term ofIncentive ~~Presentation~~Plans and Awards

~~The~~There ~~accompanying~~were ~~consolidated~~no ~~financial~~awards ~~statements have~~made ~~been~~to ~~prepared~~a innamed ~~conformity with the U.S. GAAP. The basis of accounting differs from that used in the statutory accounts of the Company,~~executive ~~which~~officer ~~are prepared~~ in ~~accordance~~fiscal ~~with~~2022 ~~the accounting principles of the PRC (the “PRC GAAP”). The differences between the U.S. GAAP~~ and ~~the~~2021 ~~PRC~~under ~~GAAP~~any ~~have~~long-term ~~been~~incentive ~~adjusted in these financial statements~~plan. ~~The Company’s functional currency is the Chinese Renminbi (“RMB”); however, the accompanying financial statements have been translated and presented in United States Dollars (“USD”).~~

~~F-7~~Director Compensation

~~KENONGWO~~Directors ~~GROUP~~are ~~US,~~permitted ~~INC~~to receive fixed fees and other compensation for their services as directors. The Board of Directors has the authority to fix the compensation of directors.

~~NOTES~~Our TOdirectors ~~AUDITED~~have ~~CONSOLIDATED~~agreed not ~~FINANCIAL~~to ~~STATEMENTS~~and did not receive any compensation for their services as directors for the years ended December 31, 2022 and 2021.

~~NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES~~50

~~Use~~ITEM of12. ~~Estimates~~SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

~~The~~As ~~preparation~~noted ofin ~~the~~Item ~~financial~~1, ~~statements~~on ~~requires~~November ~~management~~1, to2021, ~~make~~FINRA ~~estimates~~announced ~~and~~a ~~assumptions~~1-for-10 ~~that~~reverse ~~affect~~split ~~the reported amounts~~ of ~~assets~~our ~~and~~then-outstanding ~~liabilities~~common ~~and~~shares, ~~disclosure~~which oftook ~~contingent~~effect ~~assets and liabilities at the date~~ of ~~the~~November ~~financial~~2, ~~statements~~2021. ~~and~~The ~~the reported amounts of revenues and expenses during the reporting periods.~~following ~~Management~~table ~~makes~~provides ~~these~~information ~~estimates~~as ~~using~~to ~~the~~shares ~~best~~of ~~information~~common ~~available~~stock atbeneficially ~~the~~owned ~~time~~as ~~the~~of ~~estimates~~June ~~are~~27, ~~made; however~~2023, ~~actual results could differ materially from those estimates.~~by:

~~Control~~● byeach ~~Principal Stockholders~~director;

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

~~Cash~~● ~~and~~each ~~Cash~~person ~~Equivalents~~known by us to beneficially own at least 5% of our common stock.

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

Name of Beneficial Owners	Amount and Nature of Beneficial Ownership		Percent of Common Stock
Jianjun Zhong		56,890,675		55.8	%
Zhenggen Zhang		200,000		Less than 1	%

~~Accounts~~(1) ~~Receivable~~Applicable percentages are based on 101,882,485 shares outstanding as of June 27, 2023 adjusted as required by rules of the SEC. Beneficial ownership is determined under the rules of the SEC and generally includes voting or investment power with respect to securities. Shares of common stock subject to options, warrants and convertible notes currently exercisable or convertible, or exercisable or convertible within 60 days are deemed outstanding for computing the percentage of the person holding such securities but are not deemed outstanding for computing the percentage of any other person. Unless otherwise indicated in the footnotes to this table, Company believes that each of the shareholders named in the table has sole voting and investment power with respect to the shares of common stock indicated as beneficially owned by them.

FDuring the year ended December 31, 2022, the Company issued 100,000,000 post-8reverse split restricted shares to our CEO, Jianjun Zhong for a consideration of $100,000. Shortly thereafter, Mr. Zhong transferred 44,509,325 of those shares to 82 non-US persons.

~~KENONGWO~~“During ~~GROUP~~the year ended December 31, 2022, the shareholder, Mr. Jianjun Zhong waived off a shareholder’s loan balance of US$2,542,554 ~~INC~~(RMB 18,000,000) due to him.

~~NOTES~~As TOof ~~AUDITED~~December ~~CONSOLIDATED~~31, ~~FINANCIAL~~2022 ~~STATEMENTS~~and 2021, the outstanding balances of $54,562 and nil were due to Mr. Keqi Li, the supervisor of the Company. These balances were advances made to the Company for general working capital purposes. The amounts are due on demand, non-interest bearing, and unsecured.

~~NOTE~~As 2of –December ~~SUMMARY~~31, OF2022 ~~SIGNIFICANT~~and ~~ACCOUNTING~~2021, the outstanding ~~POLICIES~~balance ~~(CONTINUED)~~due to shareholders was $234,848 and $3,070,210, respectively.

~~Inventories~~Other than the transaction described above, for the past two fiscal years there have not been, and there is not currently proposed, any transaction or series of similar transactions to which we were or will be a participant in which the amount involved exceeded or will exceed $80,000, and in which any director, executive officer, holder of 5% or more of any class of our capital stock or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest.

~~Inventories, consisting of raw materials, work in process, and finished goods related to the Company’s products are stated at the lower of cost or market utilizing the weighted average method.~~51

~~Advances~~Independence ~~and~~of ~~Prepayments~~the Board of Directors

~~The~~For ~~Company~~a ~~makes~~director ~~advance payment~~ to ~~suppliers~~be “independent” ~~and~~under ~~vendors~~these ~~for~~standards, the ~~procurement~~Board must affirmatively determine that the director has no material relationship with us, either directly or as a partner, shareholder, or officer of ~~raw~~an ~~materials~~organization that has a relationship with us. ~~Upon~~Applying ~~physical~~corporate ~~receipt~~governance standards, and ~~inspection~~all ofother ~~the~~applicable ~~raw~~laws, ~~materials~~rules ~~from~~and ~~suppliers~~regulations, the ~~applicable amount~~Board isof ~~reclassified~~Directors ~~from~~has ~~advances~~determined ~~and~~that ~~prepayments~~none toof ~~suppliers~~our todirectors ~~inventory~~are independent. This does not constitute an independent board of directors.

~~Plant~~ITEM ~~and~~14. ~~Equipment~~PRINCIPAL ACCOUNTANT FEES AND SERVICES

~~Included~~We inwere ~~property~~billed ~~and~~by ~~equipment is construction-in-progress~~Assentsure ~~which~~PAC, ~~consisted~~our ofindependent ~~factory~~public ~~improvements~~accountants ~~and~~for ~~machinery pending installation and includes~~ the ~~costs~~following ofprofessional ~~construction,~~services ~~machinery~~it ~~and~~performed ~~equipment, and~~for ~~any~~us ~~interest charges arising from borrowings used to finance these assets~~ during the ~~period~~fiscal ofyear ~~construction~~ended ~~or installation of the~~December ~~assets.~~31, No2022 ~~provision~~and ~~for~~2021, ~~depreciation~~as isset ~~made~~forth ~~on construction-~~in~~-progress~~ ~~until such time as~~ the ~~relevant~~table ~~assets are completed and ready for their intended use.~~ below:

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

	2022		2021
Audit Fees	$	63,000	$	85,000
Audit Related Fees	$	31,500	$	0
Tax Fees	$	0	$	0
All other fees	$	0	$	0
TOTAL FEES	$	94,500	$	85,000

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

~~The~~Audit-Related ~~cost~~Fees ~~and~~— This ~~related~~category ~~accumulated~~consists ~~depreciation~~ of ~~assets~~assurance ~~sold~~and orrelated ~~otherwise~~services ~~retired~~by ~~are eliminated from~~ the ~~accounts,~~independent ~~and~~auditors ~~any~~that ~~gain or loss~~ are ~~included~~reasonably inrelated to the ~~Company’s~~performance ~~results~~ of the ~~operations.~~audit ~~The~~or ~~costs~~review of ~~maintenance~~our ~~and~~financial ~~repairs~~statements and are ~~recognized~~not toreported ~~expenses~~above asunder ~~incurred;~~“Audit ~~significant renewals and betterments are capitalized~~Fees”.

~~Construction~~Tax inFees ~~progress~~— ~~represents~~This ~~direct and~~category ~~indirect~~consists ~~acquisition and construction costs for plants, and costs~~ of ~~acquisition~~professional ~~and~~services ~~installation~~rendered ofby ~~related~~the ~~equipment.~~Company’s ~~Amounts~~independent ~~classified as~~registered ~~construction~~public inaccounting ~~progress~~firm ~~and prepayments~~ for ~~equipment~~tax ~~are~~compliance ~~transferred to plant~~ and ~~equipment when substantially all the activities~~ ~~necessary~~tax toadvice. ~~prepare~~The ~~the~~services ~~assets~~ for ~~their~~the ~~intended~~fees ~~use~~disclosed ~~are~~under ~~completed.~~this ~~Depreciation~~category isinclude ~~not~~tax ~~provided~~return ~~for~~preparation ~~assets~~and ~~classified~~technical intax ~~this account~~advice.

~~The~~All ~~Company~~Other ~~both~~Fees ~~owns~~— ~~and leases manufacturing~~This ~~facilities.~~category ~~The~~consists ~~Company~~of ~~leases~~fees afor ~~manufacturing~~other ~~facility~~miscellaneous ~~to produce fertilizer products~~items. ~~In order to expand the Company’s production capacity, the Company invested in an additional manufacturing plant that it owns.~~

~~The~~Pre-Approval ~~plant~~Policies ~~that~~and ~~is owned by the Company is accounted for using the significant accounting policies set forth above.~~Procedures

~~The~~All ~~Company~~of ~~has~~the ~~adopted~~services ~~ASC 842 and ASC 840. Management~~rendered ~~determines that leased manufacturing facility is not required~~ to beus ~~capitalized~~by asour aindependent ~~right~~registered ofpublic ~~use~~accountants ~~asset~~were ~~under~~pre-approved ~~both~~by ~~ASC 842 and ASC 840 because~~ the ~~lease for that facility is entered into on a year to year basis~~Board. ~~Additionally, management is not certain that it will renew its lease for that facility each year.~~

~~F-9~~52

~~KENONGWO~~PART ~~GROUP US, INC.~~IV

~~NOTES~~ITEM TO15. ~~AUDITED~~EXHIBITS ~~CONSOLIDATED~~AND FINANCIAL ~~STATEMENTS~~STATEMENT SCHEDULES

~~NOTE~~(a) 2The –following ~~SUMMARY~~documents are OFfiled ~~SIGNIFICANT~~as ~~ACCOUNTING POLICIES~~part ~~(CONTINUED)~~of this report:

~~Intangible~~Financial ~~Assets~~ Statements

~~Included~~The infollowing ~~the~~financial ~~intangible assets is non-patented~~statements ~~technology.~~of ~~Useful~~Kenongwo ~~life~~Group ~~for~~US, ~~non-patented~~Inc. ~~technology~~and ~~refers~~Report toof ~~the~~Independent ~~period~~Registered ~~during~~Public ~~which~~Accounting ~~economic~~Firm ~~benefits can be generated. Intangible assets~~ are ~~being~~presented ~~amortized~~in ~~using~~ the ~~straight-line~~“F” ~~method~~pages ~~over~~of this ~~their lease terms or estimated useful life.~~ report:

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

	Page
Report of Independent Registered Public Accounting Firm	F-2

Audited Consolidated Balance Sheets as of December 31, 2022 and 2021	F-4

Audited Consolidated Statements of Operations and Comprehensive Loss for the Years Ended December 31, 2022 and 2021	F-5

Audited Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2022 and 2021	F-6

Audited Consolidated Statements of Cash Flows for the Years Ended December 31, 2022 and 2021	F-7

Notes to Audited Consolidated Financial Statements	F-8

~~Useful~~(b) ~~Life Non-patented technology 10 years~~Exhibits

~~The~~See ~~Company~~the ~~carries~~Exhibit ~~intangible~~Index ~~assets at cost~~following ~~less accumulated amortization. In accordance with~~ the ~~U.S.~~signature ~~GAAP,~~page ~~the Company examines the possibility~~ of ~~decreases~~this inreport, ~~the~~which ~~value~~Index ofis ~~intangible assets~~incorporated ~~when~~herein ~~events~~by ~~or changes in circumstances reflect the fact that their recorded value may not be recoverable~~reference.

~~Impairment of Long-lived Assets~~ 53

In accordance with ASC Topic 360, the Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. The Company recorded no impairment charge for the year ended December 31, 2021 and 2020. SIGNATURES

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

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

	KENONGWO GROUP US, INC.

Date: June 27, 2023	By:	/s/ Jianjun Zhong
		Name:	Jianjun Zhong
		Title:	President and Chief Executive Officer
			(principal executive officer)

Foreign currency translation

Date: June 27, 2023	By:	/s/ Jianjun Zhong
		Name:	Jianjun Zhong
		Title:	Chief Financial Officer
			(principal financial officer and principal accounting officer)

~~F-10~~KENONGWO GROUP US, INC.

~~KENONGWO~~Exhibit ~~GROUP~~Index ~~US,~~to ~~INC.~~Annual Report on Form 10-K

~~NOTES~~For TOthe ~~AUDITED~~Fiscal ~~CONSOLIDATED~~Year ~~FINANCIAL~~Ended ~~STATEMENTS~~December 31, 2022

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Exhibit No.		Description
3.1		Certificate of Incorporation of Kenongwo Group US, Inc. (incorporated by reference to Exhibit 3.1 to the Draft Registration Statement on Form S-1 filed on January 31, 2020).

3.2		By-Laws of Kenongwo Group US, Inc. (incorporated by reference to Exhibit 3.2 to the Draft Registration Statement on Form S-1 filed on January 31, 2020).

4.1		Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Registration statement on Form S-1 filed on August 6, 2020).

4.6		Description of Capital Stock. (incorporated by reference to Exhibit 4.6 to the Annual Report on Form 10-K filed on April 15, 2022).

10.1		English translation of the Equity Transfer Agreement dated January 1, 2019 by and between Mr. Xiaoming Zhang, as the transferor and Kenongwo Group US, Inc., as the transferee (incorporated by reference to Exhibit 10.1 to the Draft Registration Statement on Form S-1 filed on January 31, 2020).

10.2		English translation of the Equity Transfer Agreement dated January 1, 2019 by and between Ms. Yuhua Zhang, as the transferor and Kenongwo Group US, Inc., as the transferee (incorporated by reference to Exhibit 10.2 to the Draft Registration Statement on Form S-1 filed on January 31, 2020).

10.3		Form of the English translation of Debt-to-Equity Conversion Agreement by and among the Company, Jiangxi Kenongwo Technology Co., Ltd. and the creditors (incorporated by reference to Exhibit 10.3 to the Draft Registration Statement on Form S-1 filed on January 31, 2020).

10.4		Form of the Private Placement Subscription Agreement by and between the Company and the investors (incorporated by reference to Exhibit 10.4 to the Draft Registration Statement on Form S-1 filed on January 31, 2020).

10.5		English Translation of the Form of Mountain Forest Farm Lease Agreement (incorporated by reference to Exhibit 10.5 to the Draft Registration Statement on Form S-1 filed on June 5, 2020).

10.6		English Translation of the Stock Entrustment Agreement (incorporated by reference to Exhibit 10.6 to the Registration Statement on Form S-1 filed on June 5, 2020).

10.7		English Translation of the Cooperation Agreement, dated April 27, 2019, by and among Jiangxi Kenongwo Technology Co., Ltd., Haijin Li and Weizhong Zhang (incorporated by reference to Exhibit 10.7 to our Registration Statement on Form S-1 filed on July 17, 2020).

21.1		Subsidiaries of the Company (incorporated by reference to Exhibit 21.1 to the Draft Registration Statement on Form S-1 filed on January 31, 2020).

31.1*		Certification of Chief Executive Officer pursuant to Rule 13a-14 and Rule 15d-14(a) of the Exchange Act.

31.2*		Certification of Chief Financial Officer pursuant to Rule 13a-14 and Rule 15d-14(a) of the Exchange Act.

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

101*		Interactive data files pursuant to Rule 405 of Regulation S-T
101.INS		Inline XBRL Instance Document.*
101.SCH		Inline XBRL Taxonomy Extension Schema Document.*
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.*
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.*
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.*
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.*
104		Cover Page Interactive Data File (Embedded as Inline XBRL document and contained in Exhibit 101).*

	12/31/2021		12/31/2020
Period/year end RMB: US$ exchange rate		6.3757		6.5277
Period/annual average RMB: US$ exchange rate		6.4515		6.9001

*	Exhibits filed herewith.

~~The RMB is not freely convertible into foreign currencies and all foreign exchange transactions must be conducted through authorized financial institutions.~~55

~~Revenue~~KENONGWO ~~Recognition~~GROUP US, INC.

~~The~~AUDITED ~~Company~~CONSOLIDATED ~~adopted~~FINANCIAL ASC 606 “Revenue Recognition”, and recognizes revenue when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services.STATEMENTS

~~The~~DECEMBER ~~Company~~31, ~~derives~~2022 ~~its~~AND revenues from the sale of fertilizer products. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfils its obligations under each of its agreements:2021

●(Stated ~~identify the contract with a customer; ● identify the performance obligations~~ in ~~the~~US ~~contract; ● determine the transaction price; ● allocate the transaction price to performance obligations in the contract; and ● recognize revenue as the performance obligation is satisfied.~~Dollars)

Cost of Revenues

	Page

CONTENTS

Report of Independent Registered Public Accounting Firm	F-2

Audited Consolidated Balance Sheets as of December 31, 2022 and 2021	F-3

Audited Consolidated Statements of Operations and Comprehensive Loss for the Years Ended December 31, 2022 and 2021	F-4

Audited Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2022 and 2021	F-5

Audited Consolidated Statements of Cash Flows for the Years Ended December 31, 2022 and 2021	F-6

Notes to Audited Consolidated Financial Statements	F-7

Cost of revenues consists primarily of raw materials, utility and supply costs consumed in the manufacturing process, manufacturing labor, depreciation expense and direct overhead expenses necessary to manufacture finished goods as well as warehousing and distribution costs such as inbound freight charges, shipping and handling costs, purchasing and receiving costs.F-1

~~Income~~Report ~~Taxes~~of Independent Registered Public Accounting Firm

To: The ~~Company accounts for income taxes under the provisions of Section 740-10-30 of the Financial Accounting Standards~~ Board ~~(“FASB”) Accounting Standards Codification, which is an asset and liability approach that requires the recognition~~ of ~~deferred~~Directors ~~tax assets~~ and ~~liabilities~~Stockholders ~~for the expected future tax consequences~~ of ~~events~~Kenongwo ~~that~~Group ~~have~~US, ~~been recognized in its financial statements or tax returns~~Inc.

~~The~~Opinion ~~Company~~on ~~is subject to~~ the ~~Enterprise~~Financial Income Tax (“EIT”) law of the People’s Republic of China. The Company is subject to Small Low-profit Enterprises Tax in which the Company is subject to Half-reduced Enterprise Income Tax and enterprise income tax at the reduced rate of 20%, i.e. for the net profit below RMB 1,000,001 (approximately $151,181), the taxable income is 50% of the net profit multiplied by the 20% enterprise income tax rate, which result in an effective income tax rate of 10% from the full net profit, if such net profit is below RMB 1,000,001 (approximately $151,181).Statements

FWe have audited the accompanying balance sheets of Kenongwo Group US, Inc. (the “Company”) as of December 31, 2022 and 2021, and the related statements of operations and comprehensive loss, stockholders’ equity, and cash flows for each of the years in the two-11year period ended December 31, 2022, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.

~~KENONGWO~~The ~~GROUP~~accompanying USfinancial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, ~~INC~~the Company had incurred substantial losses during the year, and has a working capital deficit, which raises substantial doubt about its ability to continue as a going concern. Management’s plan in regards to these matters are described in Note 1. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~NOTES~~Basis TOfor ~~AUDITED CONSOLIDATED FINANCIAL STATEMENTS~~Opinion

~~NOTE~~These 2financial –statements ~~SUMMARY~~are OFthe ~~SIGNIFICANT~~responsibility of ~~ACCOUNTING~~the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our ~~POLICIES~~audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (~~CONTINUED~~United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

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

~~Parties~~Our ~~are~~audits ~~considered~~included toperforming beprocedures ~~related~~ to ~~the Company~~ ifassess the ~~parties,~~risks ~~directly~~of ormaterial ~~indirectly,~~misstatement ~~through~~of ~~one~~the orfinancial ~~more intermediaries~~statements, ~~control,~~whether ~~are~~due ~~controlled~~to ~~by,~~error or ~~are~~fraud, ~~under~~and ~~common~~performing ~~control~~procedures ~~with~~that ~~the~~respond ~~Company.~~to ~~Related~~those ~~parties~~risks. ~~also~~Such ~~include~~procedures ~~principal~~included ~~owners~~examining, ofon ~~the~~a ~~Company,~~test ~~its management~~basis, ~~members~~evidence ofregarding the ~~immediate~~amounts ~~families~~and ofdisclosures ~~principal owners~~in of the ~~Company~~financial statements. ~~and~~Our ~~its~~audits ~~management~~also ~~and~~included ~~other~~evaluating ~~parties with which~~ the ~~Company~~accounting ~~may~~principles ~~deal~~used ifand ~~one~~significant ~~party~~estimates ~~controls~~made orby ~~can significantly influence the~~ management, oras ~~operating~~well as ~~policies~~evaluating of the ~~other~~overall topresentation ~~an extent that one~~ of the ~~transacting~~financial ~~parties~~statements. ~~might~~We bebelieve ~~prevented~~that ~~from~~our ~~fully pursuing~~audits ~~its~~provide ~~own~~a ~~separate~~reasonable ~~interests.~~basis ~~The~~for ~~Company~~our ~~discloses all related party transactions~~opinion.

~~Accumulated~~/s/ ~~Other~~Assentsure ~~Comprehensive Income (Loss)~~PAC

~~Comprehensive~~Assentsure ~~income~~PAC (~~loss~~6783) comprised of net income (loss) and all changes to the statements of stockholders’ equity, except those due to investments by stockholders, changes in paid-in capital and distributions to stockholders. The Company’s comprehensive income (loss) consist of net income (loss) and unrealized gains from foreign currency translation adjustments.

~~Fair Value of Financial Instruments~~Singapore

~~The~~June ~~Company’s financial instruments~~27, including cash and equivalents, accounts and other receivables, accounts and other payables, accrued liabilities and short-term debt, have carrying amounts that approximate their fair values due to their short maturities. ASC Topic 820, “Fair Value Measurements and Disclosures,” requires disclosure of the fair value of financial instruments held by the Company. ASC Topic 825, “Financial Instruments,” defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the consolidated balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The three levels of valuation hierarchy are defined as follows:2023

●We ~~Level~~have 1served -as ~~inputs to~~ the ~~valuation~~Company’s ~~methodology~~auditor since ~~used quoted prices for identical assets or liabilities in active markets~~2022.

	●	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 asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
	●	Level 3 - inputs to the valuation methodology are unobservable and significant to the fair value measurement.

F-2

~~The~~KENONGWO ~~Company~~GROUP ~~analyzes all financial instruments with features of both liabilities and equity under ASC 480~~US, ~~“Distinguishing Liabilities from Equity,” and ASC 815~~INC.

~~Government~~AUDITED ~~Contribution~~CONSOLIDATED ~~Plan~~BALANCE SHEETS

~~Pursuant~~AS toOF ~~the~~DECEMBER ~~applicable~~31, ~~PRC~~2022 ~~laws~~AND ~~and regulations,~~2021 ~~the~~(Stated ~~Company is required to participate~~ in aUS government-mandated multi-employer defined contribution plan pursuant to which certain retirement, medical and other welfare benefits are provided to employees. Chinese labor regulations require the Company to pay to the local labor bureau a monthly contribution at a stated contribution rate based on the monthly basic compensation of qualified employees. The relevant local labor bureau is responsible for meeting all retirement benefit obligations; the Company has no further commitments beyond its monthly contribution.Dollars)

Statutory Reserve

	2022			2021
ASSETS

Current Assets:
Cash and cash equivalents	$	234,048		$	9,533
Accounts receivable, net		1,517,700			166,293
Other receivables, net		189,118			164,354
Inventories		571,658			271,674
Advances and prepayments to suppliers		34,475			152,750
Total Current Assets		2,546,999			764,604

Investment					-
Plant and equipment, net		1,818,210			2,099,684
Construction in progress, net		96,249			94,892
Intangible assets, net		44,345			52,505
Total Non-current Assets		1,958,804			2,247,081
Total Assets	$	4,505,803		$	3,011,685

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current Liabilities:
Accounts payable	$	912,608		$	844,588
Accrued expenses and other payables		1,074,183			609,112
Taxes payable		7,584			986
Advances from customers		33,510			78
Amount due to shareholder		234,849			3,070,210
Due to related parties		54,562			-
Total Current Liabilities		2,317,296			4,524,974

Non-Current Liabilities
Long-term loans		430,750			470,537
Total Liabilities		2,748,046			4,995,511

Stockholders’ Equity:
Common Stock, $0.0001 par value, 110,000,000 shares authorized; 101,882,485 shares issued and outstanding as of December 31, 2022, 1,882,485 shares issued and outstanding as of December 31, 2021, respectively		10,188			188
Paid in capital		3,126,612			494,058
Accumulated deficit		(1,501,803	)		(2,436,957	)
Accumulated other comprehensive income (loss)		122,760			(41,115	)
Total Stockholders’ Equity		1,757,757			(1,983,826	)
Total Liabilities and Stockholders’ Equity	$	4,505,803		$	3,011,685

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

F-123

KENONGWO GROUP US, INC.

~~NOTES TO~~ AUDITED CONSOLIDATED ~~FINANCIAL~~ STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

~~NOTE~~FOR 2THE –YEARS ~~SUMMARY~~ENDED OFDECEMBER ~~SIGNIFICANT~~31, ~~ACCOUNTING POLICIES~~2022 ~~(CONTINUED)~~AND 2021

~~Recent~~(Stated ~~accounting~~in ~~pronouncements~~US Dollars)

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 the US 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. We do not believe the adoption of this ASU would have a material effect on our financial statements.

	2022			2021
Revenue	$	7,639,624		$	542,845
Cost of revenues		5,460,592			954,310
Gross profit		2,179,032			(411,465	)

Operating expenses
Selling and marketing expenses		207,232			302,156
General and administrative expenses		1,012,953			672,340
Total operating expenses		1,220,185			974,496

Income (loss) from operations		958,847			(1,385,961	)

Other income (expenses):
Interest income		-			-
Interest expenses		(32,243	)		(29,719	)
Other income		9,945			21,835
Other expenses		(1,395	)		(7,563	)
Total other (expenses) income		(23,693	)		(15,447	)

Income (loss) before income taxes		935,154			(1,401,408	)

Provision for income taxes		-			-

Net income (loss)	$	935,154		$	(1,401,408	)

Other comprehensive income (loss):
Foreign currency translation adjustment		163,875			(28,457	)
Comprehensive income (loss)	$	1,099,029		$	(1,429,865	)

Income (Loss) per share – Basic and diluted		0.01			(0.74	)

Basic and diluted weighted average shares outstanding		101,882,485			1,882,485

In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820), – Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement,” which makes a number of changes meant to add, modify or remove certain disclosure requirements associated with the movement amongst or hierarchy associated with Level 1, Level 2 and Level 3 fair value measurements. The ~~amendments~~accompanying innotes ~~this~~are ~~update~~an ~~modify~~integral ~~the~~part disclosure requirements on fair value measurements based on the concepts in FASB Concepts Statement, Conceptual Framework for Financial Reporting—Chapter 8: Notes to Financial Statements, including the consideration of ~~costs and benefits. The amendments on changes in unrealized gains and~~ ~~losses,~~these ~~the~~consolidated range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. The amendments are effective for all entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years, with early adoption permitted. We do not believe the adoption of this ASU would have a material effect on our financial statements.

~~In June 2016, the FASB issued an accounting pronouncement (FASB ASU 2016~~F-13) related to the measurement of credit losses on financial instruments. This pronouncement, along with subsequent ASUs issued to clarify certain provisions of ASU 2016-13, changes the impairment model for most financial assets and will require the use of an “expected loss” model for instruments measured at amortized cost. Under this model, entities will be required to estimate the lifetime expected credit loss on such instruments and record an allowance to offset the amortized cost basis of the financial asset, resulting in a net presentation of the amount expected to be collected on the financial asset. In developing the estimate for lifetime expected credit loss, entities must incorporate historical experience, current conditions, and reasonable and supportable forecasts. This pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2019. We do not believe the adoption of this ASU would have a material effect on our financial statements.4

OnKENONGWO ~~June~~GROUP 20US, ~~2018, the FASB issued ASU No~~INC. 2018-07, Compensation-Stock Compensation (Topic 718) - Improvements to Nonemployee Share-Based Payment Accounting, which aligns the accounting for share-based payment awards issued to employees and nonemployees. Under ASU No. 2018-07, the existing employee guidance will apply to nonemployee share-based transactions (as long as the transaction is not effectively a form of financing), except specific guidance related to the attribution of compensation cost. The cost of nonemployee awards will continue to be recorded as if the grantor had paid cash for the goods or services. Besides, the contractual term will be able to be used instead of an expected term in the option-pricing model for nonemployee awards. The new standard was effective for us on January 1, 2019. Early adoption is permitted, including in interim periods, and should be applied to all new awards granted after the date of adoption. The Company has no stock compensation as of December 31, 2021 and 2020. The Company’s adoption of this guidance does not have a material impact on its financial statements.

~~The~~AUDITED ~~Company~~CONSOLIDATED ~~believes~~STATEMENTS ~~that~~OF ~~there were no other~~CHANGES ~~accounting~~IN ~~standards~~STOCKHOLDERS’ ~~recently issued that had or are expected to have a material impact on our financial position or results of operations.~~EQUITY

~~F-13~~FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021

~~KENONGWO~~(Stated ~~GROUP~~in US, ~~INC.~~Dollars)

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS

	Number of		Common		Paid-in		Accumulated			Accumulated Other Comprehensive
	Shares		Stock		Capital		Deficit			Loss			Total
Balance, January 1, 2021		1,882,485	$	188	$	494,058	$	(1,035,549	)	$	(12,658	)	$	(553,961	)
Net loss		-		-		-		(1,401,408	)		-			(1,401,408	)
Foreign currency translation adjustment		-		-		-		-			(28,457	)		(28,457	)
Balance, December 31, 2021		1,882,485	$	188	$	494,058	$	(2,436,957	)	$	(41,115	)	$	(1,983,826	)

Balance, January 1, 2022		1,882,485	$	188	$	494,058	$	(2,436,957	)	$	(41,115	)	$	(1,983,826	)
Net income				-		-		935,154			-			935,154
Issuance of shares		100,000,000		10,000		90,000		-			-			100,000
Contribution by shareholder through waive of payables to shareholder		-		-		2,542,554		-			-			2,542,554
Foreign currency translation adjustment		-		-		-		-			163,875			163,875
Balance, December 31, 2022		101,882,485	$	10,188	$	3,126,612	$	(1,501,803	)	$	122,760		$	1,757,757

~~NOTE~~The 3accompanying –notes ~~ACCOUNTS~~are ~~RECEIVABLE,~~an ~~NET~~integral part of these consolidated financial statements

~~Accounts receivable consist of the following:~~F-5

	December 31, 2021			December 31, 2020
Accounts receivable	$	293,291		$	308,281
Less: Allowance for doubtful accounts		(126,998	)		(124,041	)
Total accounts receivable, net	$	166,293		$	184,240

KENONGWO GROUP US, INC.

~~Movement~~AUDITED ofCONSOLIDATED ~~allowance~~STATEMENTS ~~for~~OF ~~doubtful~~CASH ~~accounts is as follows:~~FLOWS

	December 31, 2021			December 31, 2020
Beginning balance	$	(124,041	)	$	-
Addition					(124,041	)
Exchange differences		(2,957	)		-
Ending balance	$	(126,998	)	$	(124,041	)

FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021

~~NOTE~~(Stated 4in –US ~~INVENTORIES~~Dollars)

Inventories consisted of the following as of December 31, 2021 and 2020:

	2022			2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	935,154		$	(1,401,408	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization		223,218			75,023
Allowance for credit losses		257,906			-
Gain on disposal of PPE		(1,083	)		-
Changes in operating assets and liabilities:
Accounts receivable		(1,642,060	)		17,947
Other receivables		(69,768	)		(107,970	)
Inventories		(334,408	)		(120,883	)
Advances and prepayments		109,096			78,619
Accounts and other payables and accruals		630,224			1,197,844
Advances from customers		34,624			-
Net cash (used in) provided by operating activities		142,903			(260,828	)

CASH FLOWS FROM INVESTING ACTIVITIES
Investment in plant and equipment		(53,423	)		(1,319,101	)
Intangible assets		(4,846	)		(1,069	)
Purchase of CIP		(9,714	)		-
Proceeds from disposal of equipment		1,338			1,470
Net cash used in investing activities		(66,645	)		(1,318,700	)

CASH FLOWS FROM FINANCING ACTIVITIES

Advances from related party		56,497			1,210,725
Advances from director		105,282			-
Repayments of related party loan		-			(54,251	)
Long-term loans		-			465,008
Repayment of loans		-			(31,001	)
Net cash provided by financing activities		161,779			1,590,481

EFFECT OF EXCHANGE RATE ON CASH		(13,522	)		(7,461	)

NET INCREASE IN CASH		224,515			3,492
CASH, BEGINNING OF PERIOD		9,533			6,041
CASH, END OF PERIOD		234,048			9,533

SUPPLEMENTAL DISCLOSURES:
Cash paid during the period for:
Cash paid for interest expense, net of capitalized interest	$	32,243		$	29,719
Cash paid for income tax		-			-

	December 31, 2021		December 31, 2020
Raw materials	$	119,196	$	80,986
Packing materials		14,303		8,041
Finished goods		138,175		61,764
Total, net	$	271,674	$	150,791

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

~~NOTE 5 – ADVANCES AND PREPAYMENTS~~F-6

~~The~~KENONGWO ~~advances~~GROUP ~~and prepayment balance of $152~~US,~~750 and~~ ~~$231,369 as of December 31, 2021 and 2020 mainly represents the advanced payment to the suppliers for business purpose, respectively~~INC.

~~NOTE~~NOTES 6TO –AUDITED ~~PLANT~~CONSOLIDATED ~~AND~~FINANCIAL ~~EQUIPMENT~~STATEMENTS

~~Plant~~NOTE ~~and~~1 ~~equipment~~– ~~consisted of the following as of December 31~~ORGANIZATION, ~~2021~~NATURE ~~and~~OF ~~2020:~~OPERATIONS

	December 31, 2021			December 31, 2020
Building	$	1,431,968		$	213,297
Operating equipment		677,518			106,561
Vehicle		20,590			19,002
Office equipment		105,847			28,078
		2,235,923			366,938
Less: Accumulated depreciation		(136,239	)		(77,074	)
		2,099,684			289,864
Construction in progress		94,892			614,170
	$	2,194,576		$	904,034

Kenongwo Group US, Inc. (“Kenongwo US” or the “Company”) is a holding company incorporated in the State of Nevada on October 17, 2018.

FOn October 17, 2018, the Company issued 30,000 shares of the common stock at the par value per share for a total purchase price of $3 to Mr. Erh-14ping Pi.

~~KENONGWO~~On ~~GROUP~~October US20, ~~INC~~2018, the Company issued 14,000,000 shares of the common stock at the par value per share for a total purchase price of $1,400 to its director and chief executive officer Mr. Jianjun Zhong.

~~NOTES~~On TOMay ~~AUDITED~~15, ~~CONSOLIDATED~~2017, ~~FINANCIAL~~Jiangxi ~~STATEMENTS~~Kenongwo Technology Co., Ltd. (“Jiangxi Kenongwo”) was formed in the PRC. It is engaged in researching, developing, manufacturing and selling bamboo charcoal biomass organic fertilizers, amino acid water-soluble fertilizers, selenium-rich foliage fertilizers and other types of fertilizers in the People’s Republic of China (the “PRC”).

~~NOTE~~On 6January –1, ~~PROPERTY~~2019, ~~PLANT~~the ~~AND~~Company ~~EQUIPMENT~~acquired all the issued and outstanding capital stock of Jiangxi Kenongwo pursuant to certain share transfer agreements entered into with Xiaoming Zhang and Yuhua Zhang, the two former shareholders of Jiangxi Kenongwo. The share transfer was completed on January 9, 2019 as evidenced by a business license issued by Administrative Bureau in Yichun City Jiangxi Province reflecting the sole foreign ownership. As a result, Jiangxi Kenongwo became the Company’s wholly owned subsidiary. In accordance to a stock entrustment agreement (~~CONTINUED~~the “Stock Entrustment Agreement”), Xiaoming Zhang and Yuhua Zhang held Jiangxi Kenongwo on behalf of Mr. Jianjun Zhong. Under the Stock Entrustment Agreement, Mr. Jianjun Zhong was the controlling beneficial owner of Jiangxi Kenongwo prior to the acquisition on January 1, 2019. Accordingly, the Company and Jiangxi Kenongwo were under common control prior to the acquisition; therefore, the transaction has been accounted for as business combination under common control in accordance to ASC-805-50-30-5, in which the assets and liabilities of Jiangxi Kenongwo have been presented at their carrying values at the date at which the transfer occurred, which was January 1, 2019. However, the carrying values did not differ from their historical basis. No goodwill was recognized in this transaction.

AsOn ofSeptember ~~December~~6, 312019, ~~2021~~the ~~and~~Company ~~2020,~~agreed ~~depreciation~~to issue ~~expense~~an ~~amounted~~aggregate toof ~~$66~~1,~~724~~300,000 ~~and~~shares ~~28,510,~~of ~~respectively.~~common ~~Depreciation~~stock isin ~~not~~a ~~taken~~private ~~during~~placement ~~the~~to ~~period~~two ofinvestors ~~construction~~for oran ~~equipment~~aggregate ~~installation~~purchase price of $130,000. ~~Upon~~On ~~completion~~February of26, ~~the~~2020, ~~installation~~March of2, ~~manufacturing~~2020, ~~equipment~~March or4, ~~any~~2020 ~~construction~~and inMarch ~~progress~~10, ~~construction~~2020, inJiangxi ~~progress~~Kenongwo ~~balances~~received ~~will~~the placement proceeds of $28,889 (RMB be200,000), ~~classified~~$57,778 to(RMB ~~their~~400,000), ~~respective~~$14,444 ~~property~~(RMB 100,000), and ~~equipment~~$28,889 ~~category~~(RMB 200,000), respectively, totaling $130,000 (RMB 900,000) from its two investors.

~~The~~On ~~construction~~October in16, ~~progress~~2019, the Company agreed to issue an aggregated of ~~$94~~606,~~892~~925 ~~and~~shares of the common stock to a total of 41 investors for an aggregate purchase price of $~~614~~60,~~170~~693 in a private asplacement. ofOn ~~December~~January 3116, ~~2021~~2020, ~~and~~Jiangxi ~~2020~~Kenongwo, ~~represents~~on behalf of the ~~investment~~Company, inreceived ~~building~~the aproceeds ~~processing~~of ~~plant~~$60,693 ~~and~~(RMB ~~warehouse~~418,166) from the 41 investors.

~~NOTE~~On 7October –5, ~~INTANGIBLE~~2021, ~~ASSETS~~the Company amended its articles of incorporation to reverse split its common stock at a rate of 1 for 10 (the “Reverse Split”). On November 1, 2021, FINRA announced the Reverse Split, which took effect at the opening of business on November 2, 2021.

~~Intangible~~Basis ~~assets consisted~~ of ~~the following:~~Presentation

	December 31,			December 31,
	2021			2020
Non-patented technology	$	80,255		$	77,329
Less: Accumulated amortization		(27,750	)		(18,901	)
	$	52,505		$	58,428

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

The Company invested in the development of a product tracking system design, detect and defend against counterfeit products. The Company’s original cost was $80,255 and $77,329 as of December 31, 2021 and 2020, respectively.F-7

AsKENONGWO ofGROUP ~~December 31~~US, ~~2021 and 2020, amortization expenses of intangible assets were $8,299 and $8,081, respectively~~INC.

~~NOTE~~NOTES 8TO –AUDITED ~~LOAN~~CONSOLIDATED ~~PAYABLE~~FINANCIAL STATEMENTS

OnNOTE ~~January~~2 ~~20,~~– ~~2020,~~SUMMARY ~~the~~OF ~~Company~~SIGNIFICANT ~~entered into~~ACCOUNTING an unsecured loan agreement with Wangqiu in the amount of $13,874, with a due date of January 19, 2022. The loan carried an annualized interest rate of 12%. The Company has not repaid any principal during the year ended December 31, 2020. As of December 31, 2020, the outstanding amount of the loan payable was $30,639. As of December 31, 2020, the Company recognized interest expenses of $3,333. The principle amount of $30,639 was paid off on March 29, 2021.POLICIES

OnUse ~~February 5, 2021, the Company entered into a new unsecured loan agreement with Yichun Village Commercial Bank in the amount~~ of $464,389, with a due date of February 4, 2024. The loan carried an annualized interest rate of 7%. As of December 31, 2021, the outstanding amount of the loan payable was $470,537. As of December 31, 2021, the Company recognized interest expenses of $29,719.Estimates

~~F-15~~The preparation of the financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made; however, actual results could differ materially from those estimates.

~~KENONGWO~~Control ~~GROUP~~by ~~US,~~Principal ~~INC.~~Stockholders

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

~~NOTE~~Cash 9and –Cash ~~RELATED PARTY TRANSACTIONS~~Equivalents

AsFor purposes of ~~December~~the 31statements of cash flows, the ~~2021~~Company considers all highly liquid instruments purchased with a maturity of three months or less and ~~2020,~~money ~~the~~market ~~outstanding~~accounts to be ~~balance~~cash ~~due~~equivalents. toThe ~~related~~Company ~~parties~~maintains ~~was~~cash ~~$3,070,210~~with ~~and~~various ~~$1,857,690,~~financial ~~respectively~~institutions.

AsAccounts of December 31, 2021 and 2020, the outstanding balances of $2,738,029 and $1,774,109 were due to Ms. Yuhua Zhang, a shareholder of the Company. The balances were advances made to the Company for general working capital purposes. The amounts are due on demand, non-interest bearing, and unsecured.Receivable

AsAccounts ofreceivable ~~December~~are ~~31,~~recorded ~~2021~~at the invoiced amount and ~~2020,~~do not bear interest. The Company maintains allowances for credit losses accounts for estimated losses. The Company reviews the ~~outstanding~~accounts receivable ~~balances~~on ofa ~~$85,574~~periodic basis and ~~$83,581~~makes ~~were~~general ~~due~~and specific allowances when there is doubt as to Mrthe collectability of individual balances. ~~Jianjun~~In evaluating ~~Zhong~~the collectability of individual receivable balances, the ~~controlling~~Company ~~shareholder,~~considers ~~President~~many factors, ~~Treasurer~~including ~~and~~the ~~Secretary~~age of the balance, ~~Company.~~a ~~These~~customer’s ~~balances~~historical ~~were~~payment ~~advances~~history, ~~made~~its tocurrent ~~the~~credit ~~Company~~worthiness ~~for~~and ~~general~~current ~~working~~economic ~~capital purposes~~trends. ~~The~~Accounts ~~amounts~~ are ~~due~~written onoff ~~demand, non-interest~~after ~~bearing,~~exhaustive ~~and~~efforts ~~unsecured~~at collection.

~~As of December 31, 2021 and 2020, the outstanding balance due from related parties was $246,607 and $Nil, respectively.~~F-8

~~NOTE~~KENONGWO 10GROUP –US, ~~CONCENTRATIONS~~INC.

~~Customers~~NOTES ~~Concentrations~~TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS

~~The~~NOTE ~~following~~2 ~~table~~– ~~sets~~SUMMARY ~~forth~~OF ~~information~~SIGNIFICANT asACCOUNTING toPOLICIES ~~each customer that accounted for 10% or more of the Company’s revenues as of December 31, 2021 and 2020.~~ (CONTINUED)

	December 31, 2021				December 31, 2020
Customers	Amount $		%		Amount $		%
A		82,413		15.18		-		-
B		-		-		123,641		29.74
C		-		-		119,843		28.82

Inventories

~~F-16~~Inventories, consisting of raw materials, work in process, and finished goods related to the Company’s products are stated at the lower of cost or market utilizing the weighted average method.

~~KENONGWO~~Advances ~~GROUP~~and ~~US, INC.~~Prepayments

~~NOTES~~The TOCompany ~~AUDITED~~makes ~~CONDENSED~~advance ~~CONSOLIDATED~~payment ~~FINANCIAL~~to suppliers ~~STATEMENTS~~and vendors for the procurement of raw materials. Upon physical receipt and inspection of the raw materials from suppliers the applicable amount is reclassified from advances and prepayments to suppliers to inventory.

~~NOTE~~Plant 10and ~~– CONCENTRATIONS (CONTINUED)~~Equipment

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

~~The~~Estimated ~~following~~useful ~~table~~lives ~~sets forth information as to each supplier that accounted for 10% or more~~ of the Company’s assets ~~purchase~~are as ~~of December 31, 2021 and 2020.~~follows:

December 31, 2021

December 31, 2020

Useful Life

Suppliers

Amount $

Building

20 years

54,869

25.49

Operating equipment

3-10 years

22,398

10.41

Vehicle

3-5 years

Electronic equipment

3-5 years

Office equipment

3-5 years

~~Credit~~The ~~Risks~~cost and related accumulated depreciation of assets sold or otherwise retired are eliminated from the accounts, and any gain or loss are included in the Company’s results of operations. The costs of maintenance and repairs are recognized to expenses as incurred; significant renewals and betterments are capitalized.

~~The~~Construction ~~Company’s~~in ~~operations~~progress ~~are~~represents ~~carried~~direct ~~out~~and inindirect ~~the~~acquisition ~~PRC.~~and ~~Accordingly,~~construction ~~the~~costs ~~Company’s~~for ~~business~~plants, ~~financial condition~~ and ~~results~~costs of ~~operations~~acquisition ~~may~~and beinstallation ~~influenced~~of byrelated ~~the~~equipment. ~~political,~~Amounts classified ~~economic~~as ~~and~~construction ~~legal environment~~ in ~~the~~progress ~~PRC,~~ and byprepayments ~~the~~for ~~general~~equipment ~~state of the PRC’s economy. The Company’s operations in the PRC~~ are ~~subject~~transferred to ~~specific~~plant ~~considerations~~ and ~~significant~~equipment ~~risks~~when ~~not~~substantially ~~typically~~all ~~associated~~the ~~with companies in North America. The Company’s~~activities ~~results~~necessary ~~may be adversely affected by changes in governmental policies with respect~~ to ~~laws~~prepare ~~and~~the ~~regulations,~~assets ~~anti-inflationary~~for ~~measures, currency~~their ~~conversion~~intended ~~and~~use ~~remittance~~are ~~abroad,~~completed. ~~and~~Depreciation ~~rates~~is ~~and~~not ~~methods~~provided offor ~~taxation,~~assets ~~among~~classified ~~other~~in ~~things~~this account.

~~Financial~~The ~~instruments which potentially subject the~~ Company toboth ~~concentrations~~owns ~~of credit risk consist principally of cash~~ and ~~trade~~leases ~~accounts receivable. Substantially all of the Company’s~~manufacturing ~~cash is maintained with state-owned banks within the PRC, and none of these deposits are covered by insurance~~facilities. The Company ~~has~~leases ~~not~~a ~~experienced any~~manufacturing ~~losses~~facility ~~in such accounts and believes it is not exposed~~ to ~~any~~produce ~~risks~~fertilizer ~~on its cash in bank accounts~~products. AIn ~~significant~~order ~~portion~~to ofexpand the Company’s ~~sales~~ ~~are credit sales which are primarily to customers whose ability to pay is dependent upon the industry economics prevailing in these~~production ~~areas; however~~capacity, ~~concentrations~~the ~~of credit risk with respect to trade accounts receivables is limited due to generally short payment terms. The~~ Company ~~also~~invested ~~performs~~in ~~ongoing~~an ~~credit~~additional ~~evaluations~~manufacturing ofplant ~~its~~that ~~customers~~it ~~to help further reduce credit risk~~owns. ~~As of December 31, 2021 and 2020, the Company’s cash balances by geographic area were as follows:~~

	December 31,				December 31,
	2021				2020
United States	$	4,821	51	%	$	4,863	80	%
China		4,712	49	%		1,178	20	%
Total cash and cash equivalents	$	9,533	100	%	$	6,041	100	%

The plant that is owned by the Company is accounted for using the significant accounting policies set forth above.

~~F-17~~The Company has adopted ASC 842 and ASC 840. Management determines that leased manufacturing facility is not required to be capitalized as a right of use asset under both ASC 842 and ASC 840 because the lease for that facility is entered into on a year to year basis. Additionally, management is not certain that it will renew its lease for that facility each year.

~~KENONGWO GROUP US, INC.~~F-9

~~NOTES~~KENONGWO TOGROUP ~~AUDITED~~US, ~~CONSOLIDATED FINANCIAL STATEMENTS~~INC.

~~NOTE~~NOTES 11TO –AUDITED ~~INCOME~~CONSOLIDATED ~~TAXES~~FINANCIAL STATEMENTS

~~The~~NOTE ~~Company’s~~2 ~~primary~~– ~~operations~~SUMMARY ~~are~~OF ~~located in~~SIGNIFICANT ~~the PRC. The Company is subject to Small Low-profit Enterprises Tax in which the Company is subject to Half-reduced Enterprise Income~~ACCOUNTING ~~Tax~~POLICIES ~~and enterprise income tax at the reduced rate of 20%, i.e. for the net profit below RMB 1,000,001~~ (~~USD 151,181~~CONTINUED), the taxable income is 50% of the net profit, multiplied by the 20% enterprise income tax rate, which result in an effective income tax rate of 10% from the full net profit, if such net profit is below RMB 1,000,001 (USD 151,181).

~~The~~Intangible ~~following tables provide the reconciliation of the differences between the statutory and effective tax expenses for the years ended December 31, 2021 and 2020:~~Assets

	December 31, 2021			December 31, 2020
Income (Loss) attributed to PRC operations	$	(1,401,366	)	$	(848,710	)
Income (Loss) attributed to State of Nevada		(42	)		13,936	)
Income (Loss) before tax		(1,401,408	)		(834,774	)
PRC Statutory Tax at 20% Rate		-			-
Effect of tax exemption granted		-			-
Income tax	$	-		$	-

Included in the intangible assets is non-patented technology. Useful life for non-patented technology refers to the period during which economic benefits can be generated. Intangible assets are being amortized using the straight-line method over their lease terms or estimated useful life.

~~The~~Estimated ~~provision~~useful ~~for~~lives ~~income~~of ~~taxes~~the ~~consists~~Company’s intangible ofassets ~~the~~are ~~following~~as follows:

		December 31, 2021		December 31, 2020
Current	$	-	$	-
Deferred		-		-
Total	$	-	$	-

		Useful Life
Non-patented technology		10 years

~~Accounting~~The ~~for~~Company ~~Uncertainty~~carries intangible assets at cost less accumulated amortization. In accordance with the U.S. GAAP, the Company examines the possibility of decreases in ~~Income~~the ~~Taxes~~value of intangible assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable.

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

In accordance with ASC ~~740~~Topic ~~requires~~360, ~~recognition~~the ~~and~~Company reviews ~~measurement~~long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets ~~uncertain~~may ~~income~~not ~~tax~~be ~~positions~~fully ~~using~~recoverable, aor ~~“more-likely-~~at least annually. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than~~-not”~~ ~~approach~~the carrying amount of the asset. The ~~management~~amount ~~evaluated~~of impairment is measured as the ~~Company’s~~difference ~~tax~~between ~~positions~~the asset’s ~~and~~estimated ~~concluded~~fair ~~that~~value noand ~~provision~~its ~~for~~book ~~uncertainty~~value. inThe ~~income~~Company ~~taxes~~recorded ~~was~~no ~~necessary~~impairment charge for the ~~years~~year ended December 31, ~~2021~~2022 and ~~2020~~2021.

~~NOTE~~Advances 12from ~~– SUBSEQUENT EVENTS~~Customers

Advances from customers consist of prepayments from customers for merchandise that had not yet been shipped. The Company ~~has~~will ~~evaluated~~recognize ~~subsequent~~the ~~events~~deposits ~~through the~~as ~~date~~revenue as customers take delivery of the ~~issuance~~goods ofand title to the ~~condensed~~assets ~~consolidated~~is ~~financial~~transferred ~~statements~~to ~~and~~customers noin ~~subsequent~~accordance ~~event~~with isthe ~~identified~~Company’s revenue recognition policy.

~~F-18~~Foreign currency translation

The accompanying financial statements are presented in United States dollars. The functional currencies of the Company are in Renminbi (RMB). The Company’s assets and liabilities ~~+86~~are translated into United States dollars from RMB at year-~~400~~end exchange rates, and its revenues and expenses are translated at the average -915-2178 NONE 1882482 1882482 1882482 1882482 false FY 0001797762 0 0001797762 2021-01-01 2021-12-31 0001797762 2022-04-09 0001797762 2021-06-30 0001797762 2021-12-31 0001797762 2020-12-31 0001797762 2020-01-01 2020-12-31 0001797762 us-gaap:CommonStockMember 2019-12-31 0001797762 us-gaap:AdditionalPaidInCapitalMember 2019-12-31 0001797762 kngw:SubscriptionReceivableMember 2019-12-31 0001797762 us-gaap:RetainedEarningsMember 2019-12-31 0001797762 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2019-12-31 0001797762 2019-12-31 0001797762 us-gaap:CommonStockMember 2020-01-01 2020-12-31 0001797762 us-gaap:AdditionalPaidInCapitalMember 2020-01-01 2020-12-31 0001797762 kngw:SubscriptionReceivableMember 2020-01-01 2020-12-31 0001797762 us-gaap:RetainedEarningsMember 2020-01-01 2020-12-31 0001797762 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2020-01-01 2020-12-31 0001797762 us-gaap:CommonStockMember 2020-12-31 0001797762 us-gaap:AdditionalPaidInCapitalMember 2020-12-31 0001797762 kngw:SubscriptionReceivableMember 2020-12-31 0001797762 us-gaap:RetainedEarningsMember 2020-12-31 0001797762 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2020-12-31 0001797762 us-gaap:CommonStockMember 2021-01-01 2021-12-31 0001797762 us-gaap:AdditionalPaidInCapitalMember 2021-01-01 2021-12-31 0001797762 kngw:SubscriptionReceivableMember 2021-01-01 2021-12-31 0001797762 us-gaap:RetainedEarningsMember 2021-01-01 2021-12-31 0001797762 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2021-01-01 2021-12-31 0001797762 us-gaap:CommonStockMember 2021-12-31 0001797762 us-gaap:AdditionalPaidInCapitalMember 2021-12-31 0001797762 kngw:SubscriptionReceivableMember 2021-12-31 0001797762 us-gaap:RetainedEarningsMember 2021-12-31 0001797762 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2021-12-31 0001797762 kngw:MrErhpingPiMember 2018-10-17 0001797762 kngw:MrJianjunZhongMember 2018-10-20 0001797762 us-gaap:PrivatePlacementMember 2019-09-06 0001797762 kngw:JiangxiKenongwoMember 2020-02-26 2020-02-26 0001797762 kngw:JiangxiKenongwoMember 2020-03-02 2020-03-02 0001797762 kngw:JiangxiKenongwoMember 2020-03-04 2020-03-04 0001797762 kngw:JiangxiKenongwoMember 2020-03-10 2020-03-10 0001797762 kngw:JiangxiKenongwoMember 2019-10-16 0001797762 kngw:JiangxiKenongwoMember 2020-01-16 2020-01-16 0001797762 kngw:PRCMember 2021-01-01 2021-12-31 0001797762 us-gaap:BuildingMember 2021-01-01 2021-12-31 0001797762 pf0:MinimumMember us-gaap:EquipmentMember 2021-01-01 2021-12-31 0001797762 pf0:MaximumMember us-gaap:EquipmentMember 2021-01-01 2021-12-31 0001797762 pf0:MinimumMember us-gaap:VehiclesMember 2021-01-01 2021-12-31 0001797762 pf0:MaximumMember us-gaap:VehiclesMember 2021-01-01 2021-12-31 0001797762 pf0:MinimumMember kngw:ElectronicEquipmentMember 2021-01-01 2021-12-31 0001797762 pf0:MaximumMember kngw:ElectronicEquipmentMember 2021-01-01 2021-12-31 0001797762 pf0:MinimumMember us-gaap:OfficeEquipmentMember 2021-01-01 2021-12-31 0001797762 pf0:MaximumMember us-gaap:OfficeEquipmentMember 2021-01-01 2021-12-31 0001797762 us-gaap:UnpatentedTechnologyMember 2021-01-01 2021-12-31 0001797762 us-gaap:BuildingMember 2021-12-31 0001797762 us-gaap:BuildingMember 2020-12-31 0001797762 us-gaap:EquipmentMember 2021-12-31 0001797762 us-gaap:EquipmentMember 2020-12-31 0001797762 us-gaap:VehiclesMember 2021-12-31 0001797762 us-gaap:VehiclesMember 2020-12-31 0001797762 us-gaap:OfficeEquipmentMember 2021-12-31 0001797762 us-gaap:OfficeEquipmentMember 2020-12-31 0001797762 kngw:WangqiuMember 2020-01-01 2020-01-20 0001797762 kngw:WangqiuMember 2021-12-31 0001797762 2021-03-01 2021-03-29 0001797762 2021-02-01 2021-02-05 0001797762 kngw:MsYuhuaZhangMember 2021-12-31 0001797762 kngw:MsYuhuaZhangMember 2020-12-31 0001797762 kngw:MrJianjunZhongMember 2021-12-31 0001797762 kngw:MrJianjunZhongMember 2020-12-31 0001797762 us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember 2021-01-01 2021-12-31 0001797762 us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember 2020-01-01 2020-12-31 0001797762 kngw:PurchaseMember us-gaap:SupplierConcentrationRiskMember 2021-01-01 2021-12-31 0001797762 kngw:PurchaseMember us-gaap:SupplierConcentrationRiskMember 2020-01-01 2020-12-31 0001797762 kngw:CustomersAMember 2021-01-01 2021-12-31 0001797762 kngw:CustomersAMember 2020-01-01 2020-12-31 0001797762 kngw:CustomersBMember 2021-01-01 2021-12-31 0001797762 kngw:CustomersBMember 2020-01-01 2020-12-31 0001797762 kngw:CustomersCMember 2021

Filing Compare · Kenongwo Group US, Inc.