UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

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

For the quarterly period ended ~~June~~September 30, 2021

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

For the transition period from ____________ to ___________

Commission File No. 000-55319

~~Phoenix~~PHOENIX ~~Rising~~RISING ~~Companies,~~COMPANIES ~~Inc.~~ (Exact name of registrant as specified in its charter)

Nevada		46-1993448
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

641 10th Street~~, Cedartown,~~

Cedartown, Georgia 30125~~, USA~~

(Address of principal executive offices, zip code)

+60 3 8600 0313

(Registrant’s telephone number, including area code)

~~Level 11, Tower 4, Puchong Financial~~___________________________________________________________

Corporate Centre (PFCC)

Jalan Puteri 1/2, Bandar Puteri, 47100

Puchong, Malaysia

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

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

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

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post 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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (check one):

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

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

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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☐ No ☐

APPLICABLE ONLY TO CORPORATE ISSUERS

As of November ~~August 13~~19, 2021, there were ~~139~~152,~~926~~884,~~076~~911 shares of common stock, $0.0001 par value per share, outstanding.

PHOENIX RISING COMPANIES

QUARTERLY REPORT ON FORM 10-QFOR THE PERIOD ENDED ~~JUNE~~SEPTEMBER 30, 2021

INDEX

Index		Page
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements.	4
	Condensed Consolidated Balance Sheets as of June 30, 2021 (unaudited) and December 31, 2020.		4
	Condensed Consolidated Balance Sheets as of September 30, 2021 (unaudited) and December 31, 2020.	4
	Condensed Consolidated Statements of Operations and Other Comprehensive Income (Loss) for the Three Months and Six Months Ended June 30, 2021 and 2020 (unaudited)		5
	Condensed Consolidated Statements of Operations and Other Comprehensive Income (Loss) for the Three and Nine Months Ended September 30, 2021 and 2020 (unaudited)	5
	Condensed Consolidated Statements of Shareholders’ Equity (Deficit) for Six Months ended June 30, 2021 and 2020, and the year ended December 31, 2020 (unaudited).		6
	Condensed Consolidated Statements of Shareholders’ Equity (Deficit) for Nine Months ended September 30, 2021 and 2020, and the year ended December 31, 2020 (unaudited).	6
	Condensed Consolidated Statements of Cash Flows for the Six Months ended June 30, 2021 and 2020 (unaudited).		7
	Condensed Consolidated Statements of Cash Flows for the Nine Months ended September 30, 2021 and 2020 (unaudited).	8
	Notes to Condensed Financial Statements (unaudited).	9	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	18	17
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	23	21
Item 4.	Controls and Procedures.	23	21
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings.	24	22
Item 1A.	Risk Factors.	24	22
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	24	22
Item 3.	Defaults Upon Senior Securities.	24	22
Item 4.	Mine Safety Disclosures.	24	22
Item 5.	Other Information.	24	22
Item 6.	Exhibits.	25	23
Signatures		26	24

Table of Contents

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q of Phoenix Rising Companies, a Nevada corporation (the “Company”), contains “forward-looking statements,” as defined in the United States Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by terminology such as “may”, “will”, “should”, “could”, “expects”, “plans”, “intends”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of such terms and other comparable terminology. These forward-looking statements include, without limitation, statements about our market opportunity, our strategies, competition, expected activities and expenditures as we pursue our business plan, and the adequacy of our available cash resources. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Actual results may differ materially from the predictions discussed in these forward-looking statements. The economic environment within which we operate could materially affect our actual results. Additional factors that could materially affect these forward-looking statements and/or predictions include, among other things to fluctuations in commodities prices, the ability to obtain additional financing, the ability to obtain permits, licenses and approvals, as well as general industry and market conditions and growth rates and general economic conditions; and other factors discussed in the Company’s filings with the Securities and Exchange Commission (“SEC”).

Our management has included projections and estimates in this Form 10-Q, which are based primarily on management’s experience in the industry, assessments of our results of operations, discussions and negotiations with third parties and a review of information filed by our competitors with the SEC or otherwise publicly available. We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

PHOENIX RISING COMPANIES

Condensed Consolidated Balance Sheets

(Unaudited)

	June 30,			December 31,
	September 30,			December 31,
	2021			2020
ASSETS
Current Assets
Cash and cash equivalents	$	~~388~~202,~~977~~690		$	185,948
Accounts receivable, net		75,~~143~~295,~~980~~866			-
Inventory		9,~~277~~262,~~703~~989			5,309,894
Purchase deposit for inventory		~~931,037~~-			4,610,015
Other current assets		~~173~~106,~~801~~202			23,349
Total Current Assets		1714,~~915~~867,~~498~~747			10,129,206
Goodwill		1,979,787			1,979,787
TOTAL ASSETS	$	1916,~~895~~847,~~285~~534		$	12,108,993
LIABILITIES AND SHAREHOLDERS' DEFICIT
LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)
Current Liabilities
Accounts payable	$	107,~~655~~937,~~114~~523		$	2,282,395
Accrued liabilities and other payables		~~218~~185,~~691~~328			118,994
Advance payment		-			834,595
Convertible notes, net of unamortized discounts		~~536~~674,~~833~~705			287,298
Due to related parties		~~99,588~~-			107,538
Derivative liabilities		1113,~~914~~508,~~091~~945			16,614,368
Tax payable		3,~~732~~065			-
Total Current Liabilities		2322,~~428~~309,~~049~~566			20,245,188
Convertible notes non-current, net of unamortized discounts		~~276~~264,~~466~~396			182,057
TOTAL LIABILITIES		2322,~~704~~573,~~515~~962			20,427,245
COMMITMENTS AND CONTINGENCIES		-			-
SHAREHOLDERS’ DEFICIT
Preferred stock, $0.0001 par value; 15,000,000 shares authorized; no shares issued and outstanding		-			-
Series A Preferred stock, $0.0001 par value; 1,500,000 shares designated; 1,500,000 and 0 shares issued and outstanding, respectively		150			150
Series A Preferred stock, $0.0001 par value; 1,500,000shares designated; 1,500,000 shares issued and outstanding		150			150
Common stock, $0.0001 par value; 1,000,000,000 shares authorized; 139,926,076 and 121,169,368 shares issued and outstanding, respectively		13,993			12,117
Common stock, $0.0001 par value; 1,000,000,000 shares authorized; 142,010,189 and 121,169,368 shares issued and outstanding, respectively		14,201			12,117
Additional paid-in capital		44,~~580~~764,~~156~~089			42,434,390
Subscription receivable		(24,522,000	)		(24,522,000	)
Accumulated deficit		(2325,~~798~~891,~~970~~579	)		(26,145,758	)
Accumulated other comprehensive loss		(8291,~~559~~289	)		(97,151	)
Total shareholders' deficit		(3,809,230	)		(8,318,252	)
Total shareholders’ deficit		(5,726,428	)		(8,318,252	)
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT	$	19,895,285		$	12,108,993
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT	$	16,847,534		$	12,108,993

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

Table of Contents

PHOENIX RISING COMPANIES

Condensed Consolidated Statements of Operations and Other Comprehensive Loss

(Unaudited)

	Three months ended						~~Six~~Nine Months Ended
	June 30,						June 30,
	September 30,						September 30,
	2021			2020			2021			2020
Revenue	$	43,~~192~~108,~~154~~710		$	4,~~439~~795,~~890~~868		$	811,~~464~~573,~~995~~705		$	510,~~365~~161,~~547~~415
Cost of goods sold		43,~~165~~094,~~831~~289			4,~~369~~756,~~059~~075			811,~~420~~514,~~562~~851			59,~~226~~982,~~626~~701
Gross Profit		2614,~~323~~421			7039,~~831~~793			4458,~~433~~854			~~138~~178,~~921~~714
Operating Expenses
General and administrative		78195,~~059~~574			2124,~~166,617~~677			~~166~~361,~~309~~883			2,~~274~~398,~~025~~702
Professional fees		~~132~~90,~~578~~280			~~389~~176,~~363~~325			~~180~~270,~~463~~743			~~564~~741,~~807~~132
Total Operating Expenses		~~210~~285,~~637~~854			2301,~~555,980~~002			~~346~~632,~~772~~626			23,~~838~~139,~~832~~834
Loss from Operations		(~~184~~271,~~314~~433	)		(2261,~~485,149~~209	)		(~~302~~573,~~339~~772	)		(2,~~699~~961,~~911~~120	)
Other Income (Expense)
Other income		-			-			-			64,799
Other loss		(101,~~981~~371	)		-			(1214,~~801~~172	)		-
Interest expense		(~~288~~246,~~837~~930	)		(~~210~~248,~~504~~275	)		(~~620~~867,~~677~~607	)		(~~286~~534,~~477~~752	)
Change in fair value of derivative liabilities		11(1,~~515~~572,~~726~~875	)		(2,~~870~~465,~~558~~215	)		31,~~282~~709,~~605~~730			(25,~~959~~424,~~476~~691	)
Total Other Income (Expense)		11(1,~~215~~821,~~908~~176	)		(32,~~081~~713,~~062~~490	)		2827,~~649,127~~951			(35,~~181~~894,~~154~~644	)
Income (Loss) Before Income Taxes		11(2,~~031~~092,~~594~~609	)		(52,~~566~~974,~~211~~699	)		2254,~~346,788~~179			(58,~~881~~855,~~065~~764	)
Provision for income taxes		-			(134,~~138~~007	)		-			(1620,~~534~~541	)
Net Income (Loss)	$	11(2,~~031~~092,~~594~~609	)	$	(52,~~579~~978,~~349~~706	)	$	2254,~~346,788~~179		$	(58,~~897~~876,~~599~~305	)
Dividend on Series A Preferred Stock		-			~~(1,999,373~~-	)		-			(1,999,373	)
Net income (loss) attributable to common stockholders	$	11(2,~~031~~092,~~594~~609	)	$	(72,~~578~~978,~~722~~706	)	$	2254,~~346,788~~179		$	(710,~~896~~875,~~972~~678	)
Other Comprehensive Income (Loss)
Foreign currency translation adjustments		95(8,~~882~~730	)		25283,~~661~~170			145,~~592~~862			~~(145~~138,~~147~~023	)
Total Comprehensive Income (Loss)	$	11(2,~~127~~101,~~476~~339	)	$	(72,~~553~~695,~~061~~536	)	$	2260,~~361,380~~041		$	(810,~~042~~737,~~119~~655	)
Basic Income (Loss) per Common Share	$	(0.0801	)	$	(0.3303	)	$	0.0200		$	(0.5612	)
Diluted Loss per Common Share	$	(0.0001	)	$	(0.3303	)	$	(0.00	)	$	(0.5612	)
Basic Weighted Average Common Shares Outstanding		~~136~~140,~~634~~380,~~606~~861			2398,~~070~~384,~~367~~395			~~136~~135,~~330~~783,~~560~~678			1487,~~140~~872,~~124~~217
Diluted Weighted Average Common Shares Outstanding		~~533~~140,~~842~~380,~~925~~861			2398,~~070~~384,~~367~~395			~~534~~526,~~597~~992,~~354~~011			1487,~~140~~872,~~124~~217

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

Table of Contents

PHOENIX RISING COMPANIES

Condensed Consolidated Statements of Stockholders’ Equity (Deficit)

(Unaudited)

~~Six~~Nine months ended ~~June~~September 30, 2021

																		Accumulated
	Series APreferredStock				Common Stock				Additional									AccumulatedOther			Total
	Series A Preferred Stock				Common Stock				Additional									Other			Total
	Number of Shares		Amount		Number of Shares		Amount		Paid-in Capital			Subscriptionreceivable			AccumulatedDeficit			ComprehensiveLoss			Stockholders’ Deficit
	Number of Shares		Amount		Number of Shares		Amount		Paid-in Capital			Subscriptionreceivable			AccumulatedDeficit			ComprehensiveLoss			Stockholders' Deficit
Balance - December 31, 2020		1,500,000	$	150		121,169,368	$	12,117	$	42,434,390		$	(24,522,000	)	$	(26,145,758	)	$	(97,151	)	$	(8,318,252	)
Common stock issued for conversion of debt		-		-		9,900,730		990		253,460			-			-			-			254,450
Common stock issued for exercised cashless warrant		-		-		5,890,538		589		(589	)		-			-			-			-
Resolution of derivative liabilities		-		-		-		-		1,684,780			-			-			-			1,684,780
Net loss		-		-		-		-		-			-			(8,684,806	)		-			(8,684,806	)
Other comprehensive loss		-		-		-		-		-			-			-			(81,290	)		(81,290	)
Balance - March 31, 2021		1,500,000	$	150		136,960,636	$	13,696	$	44,372,041		$	(24,522,000	)	$	(34,830,564	)	$	(178,441	)	$	(15,145,118	)
Common stock issued for conversion of debt		-		-		2,965,440		297		96,723			-			-			-			97,020
Resolution of derivative liabilities		-		-		-		-		111,392			-			-			-			111,392
Net income		-		-		-		-		-			-			11,031,594			-			11,031,594
Other comprehensive income		-		-		-		-		-			-			-			95,882			95,882
Balance - June 30, 2021		1,500,000	$	150		139,926,076	$	13,993	$	44,580,156		$	(24,522,000	)	$	(23,798,970	)	$	(82,559	)	$	(3,809,230	)
Common stock issued for conversion of debt		-		-		2,084,113		208		80,912			-			-			-			81,120
Resolution of derivative liabilities		-		-		-		-		103,021			-			-			-			103,021
Net loss		-		-		-		-		-			-			(2,092,609	)		-			(2,092,609	)
Other comprehensive loss		-		-		-		-		-			-			-			(8,730	)		(8,730	)
Balance - September 30, 2021		1,500,000	$	150		142,010,189	$	14,201	$	44,764,089		$	(24,522,000	)	$	(25,891,579	)	$	(91,289	)	$	(5,726,428	)

~~Six~~6 ~~Months~~Table ~~Ended~~of ~~June 30, 2020~~Contents

																	Accumulated
	Series A Preferred Stock				Common Stock				Additional					Retained			Other			Total
	Number of Shares		Amount		Number of Shares		Amount		Paid-inCapital		Subscriptionreceivable			Earnings(Deficit)			ComprehensiveLoss			Stockholders'Equity
Balance - December 31, 2019		-	$	-		5,209,881	$	521	$	8,936,263	$	-		$	1,654,947		$	(505,976	)	$	10,085,755
Net loss		-		-		-		-		-					(318,250	)		-			(318,250	)
Other comprehensive loss		-		-		-		-		-					-			(170,808	)		(170,808	)
Balance - March 31, 2020		-	$	-		5,209,881	$	521	$	8,936,263	$	-		$	1,336,697		$	(676,784	)	$	9,596,697
Common stock issued for acquisition of Wandi		-		-		60,000,000		6,000		24,516,000		(24,522,000	)		-			-			-
Common stock issued for conversion of debt		-		-		1,291,868		129		394,393					-			-			394,522
Common stock issued for services		-		-		9,150,000		915		222,510					-			-			223,425
Common stock issued for services - related party		1,500,000		150		4,700,000		470		2,058,754					-			-			2,059,374
Common stock issued for Settlement of debt		-		-		2,206,619		221		110,110					-			-			110,331
Beneficial conversion feature		-		-		-		-		1,999,373					-			-			1,999,373
Deemed dividend on amortization of beneficial conversion feature on Series A Preferred shares		-		-		-		-							(1,999,373	)		-			(1,999,373	)
Net loss		-				-		-		-					(5,579,349	)		-			(5,579,349	)
Other comprehensive income		-				-		-		-					-			25,661			25,661
Balance - June 30, 2020		1,500,000	$	150		82,558,368	$	8,256	$	38,237,403	$	(24,522,000	)	$	(6,242,025	)	$	(651,123	)	$	6,830,661

Nine Months Ended September 30, 2020

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

	Series A Preferred Stock				Common Stock				Additional						Retained			Accumulated Other			Total
	Number of Shares		Amount		Number of Shares		Amount		Paid-in Capital			Subscription receivable			Earnings (Deficit)			Comprehensive Loss			Stockholders’ Equity

Balance - December 31, 2019		-	$	-		5,209,881	$	521	$	8,936,263		$	-		$	1,654,947		$	(505,976	)	$	10,085,755

Net loss		-		-		-		-		-			-			(318,250	)		-			(318,250	)
Other comprehensive loss		-		-		-		-		-			-			-			(170,808	)		(170,808	)

Balance - March 31, 2020		-	$	-		5,209,881	$	521	$	8,936,263		$	-		$	1,336,697		$	(676,784	)	$	9,596,697

Common stock issued for acquisition of Wandi		-		-		60,000,000		6,000		24,516,000			(24,522,000	)		-			-			-
Common stock issued for conversion of debt		-		-		1,291,868		129		125,473			-			-			-			125,602
Common stock issued for services		-		-		9,350,000		935		222,510			-			-			-			223,445
Common and preferred stock issued for services - related party		1,500,000		150		4,500,000		450		2,058,754			-			-			-			2,059,354
Common stock issued for Settlement of debt		-		-		2,206,619		221		110,110			-			-			-			110,331
Resolution of derivative liabilities										268,920			-			-			-			268,920
Beneficial conversion feature		-		-		-		-		1,999,373			-			-			-			1,999,373
Deemed dividend on amortization of beneficial conversion feature on Series A Preferred shares		-		-		-		-					-			(1,999,373	)		-			(1,999,373	)
Net loss		-		-		-		-		-			-			(5,579,349	)		-			(5,579,349	)
Other comprehensive income		-		-		-		-		-			-			-			25,661			25,661

Balance - June 30, 2020		1,500,000	$	150		82,558,368	$	8,256	$	38,237,403		$	(24,522,000	)	$	(6,242,025	)	$	(651,123	)	$	6,830,661

Common stock issued for conversion of debt		-		-		24,511,000		2,451		270,492			-			-			-			272,943
Common stock issued for exercised cashless warrant		-		-		6,500,000		650		(650	)		-			-			-			-
Common stock issued for services		-		-		100,000		10		10,270			-			-			-			10,280
Resolution of derivative liabilities		-		-		-		-		3,084,575			-			-			-			3,084,575
Net loss		-		-		-		-		-			-			(2,978,706	)		-			(2,978,706	)
Other comprehensive income		-		-		-		-		-			-			-			283,170			283,170

Balance - September 30, 2020		1,500,000	$	150		113,669,368	$	11,367	$	41,602,090		$	(24,522,000	)	$	(9,220,731	)	$	(367,953	)	$	7,502,923

6The ~~Table~~notes are an integral part of ~~Contents~~these unaudited consolidated financial statements.

~~PHOENIX~~7 ~~RISING~~Table ~~COMPANIES~~of Contents

~~Condensed~~PHOENIX ~~Consolidated~~RISING ~~Statements of Cash Flows~~COMPANIES

~~(Unaudited)~~Condensed Consolidated Statements of Cash Flows

	Six Months Ended
	June 30,
	2021			2020
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	2,346,788		$	(5,897,599	)
Adjustments to reconcile net income (loss) to net cash from operating activities:
Depreciation		-			49,457
Stock based compensation		-			2,282,799
Amortization of debt discount		537,600			248,678
Change in fair value of derivative liabilities		(3,282,605	)		2,959,476
Penalty interest		31,500			15,000
Changes in operating assets and liabilities:
Accounts receivable		(7,134,750	)		(5,903,391	)
Inventories		(388,461	)		(90,918	)
Other current assets		57,631			(69,246	)
Accounts payable		8,337,298			6,056,625
Deferred revenue		(842,772	)		-
Amount due to related party		-			31,568
Tax payable		3,727			(138,640	)
Accrued liabilities and other payable		70,955			38,019
Net cash used in operating activities		(263,089	)		(418,172	)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment		-			(83,032	)
Net cash used in investing activities		-			(83,032	)
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of loan		-			(1,177	)
Proceeds from convertible notes		473,500			150,000
Loans from related parties		-			222,298
Repayments of loans from related parties		(7,950	)		(70,574	)
Net cash provided by financing activities		465,550			300,547
Effects on changes in foreign exchange rate		568			(2,073	)
Net change in cash and cash equivalents		203,029			(202,730	)
Cash and cash equivalents - beginning of period		185,948			277,627
Cash and cash equivalents - end of period	$	388,977		$	74,897
Supplemental Cash Flow Disclosures
Cash paid for interest	$	-		$	203
Cash paid for income taxes	$	1,824		$	149,500
Non-Cash Investing and Financing Activity:
Common stock issued for settlement of debt - related party	$	-		$	110,331
Common stock issued for conversion of debt	$	1,425,678		$	394,393
Common stock issued for exercised cashless warrant	$	721,964		$	-
Beneficial conversion feature	$	-		$	1,999,373
Derivative liability recognized as debt discount	$	378,500		$	245,000
Acquisition of Motor Vehicle for hire purchase loan	$	-		$	49,424
Subscription receivable for acquisition of Wandi	$	-		$	24,522,000

(Unaudited)

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

	Nine Months Ended
	September 30,
	2021			2020
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	254,179		$	(8,876,305	)
Adjustments to reconcile net loss to net cash from operating activities:
Depreciation		-			77,409
Write-off of debt		-			(64,788	)
Stock based compensation		-			2,293,078
Amortization of debt discount		753,902			470,444
Change in fair value of derivative liabilities		(1,709,730	)		5,424,691
Penalty interest		31,500			15,000
Changes in operating assets and liabilities:
Accounts receivable		(5,295,866	)		(5,075,970	)
Inventories		544,100			11,222
Other current assets		125,230			(40,501	)
Accounts payable		5,633,394			5,182,905
Deferred revenue		(842,772	)		-
Amount due to related party		-			32,844
Tax payable		3,065			(137,217	)
Accrued liabilities and other payable		40,796			86,868
Net cash used in operating activities		(462,202	)		(600,320	)

CASH FLOWS FROM INVESTING ACTIVITY
Purchase of property and equipment		-			(158,995	)
Net cash used in investing activity		-			(158,995	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from hire purchase loan		-			49,609
Repayment of loan		-			(1,181	)
Proceeds from convertible notes		586,000			852,000
Loans from related parties		-			288,493
Repayments of loans from related parties		(107,538	)		(83,078	)
Net cash provided by financing activities		478,462			1,105,843

Effects of changes in foreign exchange rate		482			1,757

Net change in cash and cash equivalents		16,742			348,285
Cash and cash equivalents - beginning of period		185,948			277,627
Cash and cash equivalents - end of period	$	202,690		$	625,912

Supplemental Cash Flow Disclosures
Cash paid for interest	$	-		$	204
Cash paid for income taxes	$	1,824		$	150,327

Non-Cash Investing and Financing Activity:
Common stock issued for settlement of debt - related party	$	-		$	110,331
Common stock issued for conversion of debt	$	1,609,819		$	3,358,283
Common stock issued for exercised cashless warrant	$	721,964		$	650
Beneficial conversion feature	$	-		$	827,000
Derivative liability recognized as debt discount	$	503,500		$	245,000

7The ~~Table~~notes are an integral part of ~~Contents~~these unaudited consolidated financial statements.

~~PHOENIX~~8 ~~RISING~~Table ~~COMPANIES~~of Contents

~~Notes~~PHOENIX toRISING ~~the Condensed Consolidated Financial Statements~~COMPANIES

~~June~~Notes ~~30,~~to ~~2021~~the Condensed Consolidated Financial Statements

~~Expressed~~September in30, ~~United States Dollars~~2021

~~(Unaudited)~~Expressed in United States Dollars

~~NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS~~(Unaudited)

~~Phoenix~~NOTE ~~Rising~~1 ~~Companies.~~- ~~(“we,”~~ORGANIZATION ~~“us,”~~AND ~~“our,”~~DESCRIPTION ~~the~~OF “Company “PRCX”) is a Nevada corporation incorporated on June 25, 2012 under the name Resort Savers, Inc. On May 28, 2020, the Company’s corporate name was changed to Phoenix Rising Companies. It is based in Puchong, Malaysia. The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America, and the Company’s fiscal year end is December 31.BUSINESS

~~The~~Phoenix Rising Companies. (“we,” “us,” “our,” the “Company ~~makes~~“PRCX”) ~~investments~~is ~~and~~a ~~acquisitions~~Nevada ~~into~~corporation ~~sound,~~incorporated ~~transparent~~on ~~markets~~June ~~and~~25, ~~industries~~2012 ~~throughout~~under the ~~world.~~name ~~The~~Resort ~~Company~~Savers, isInc. ~~principally~~On ~~engaged~~May in28, 2020, the ~~trading~~Company’s ofcorporate ~~oil,~~name ~~gas~~was ~~and~~changed ~~lubricant~~to Phoenix Rising Companies. ~~From~~It ~~January~~is 1,based ~~2020~~in Puchong, Malaysia. The accounting and reporting policies of the Company ~~deconsolidated~~conform ~~the~~to ~~operations~~accounting principles generally accepted in ~~nutrition~~the United States of America, and ~~health~~the ~~products~~Company’s fiscal year end is December 31.

~~NOTE~~The 2Company -makes ~~SUMMARY~~investments OFand ~~SIGNIFICANT~~acquisitions ~~ACCOUNTING~~into ~~POLICIES~~sound, transparent markets and industries throughout the world. The Company is principally engaged in the trading of oil, gas and lubricant. From January 1, 2020, the Company deconsolidated the operations in nutrition and health products.

~~Basis~~NOTE of2 ~~Presentation~~- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

~~The~~Basis ~~Company prepares its condensed consolidated financial statements in accordance with rules and regulations~~ of the U.S. Securities and Exchange Commission (SEC) and generally accepted accounting principles (“GAAP”) in the United States of America. The accompanying consolidated financial statements have been prepared in accordance with GAAP for interim financial information in accordance with Article 8 of Regulation S-X and presented in United States dollars.Presentation

InThe ~~the opinion of the~~ Company’s ~~management,~~prepares ~~the~~its ~~accompanying~~condensed ~~unaudited interim~~ consolidated financial statements ~~contain~~in ~~all~~accordance ~~the~~with ~~adjustments~~rules ~~necessary~~and ~~(consisting~~regulations ~~only~~ of ~~normal recurring accruals) to present~~ the ~~financial~~U.S. ~~position~~Securities ~~of the Company as of June 30, 2021~~ and ~~the~~Exchange ~~results~~Commission of(SEC) ~~operations~~ and ~~cash~~generally ~~flows~~accepted ~~for~~accounting ~~the~~principles ~~periods~~(“GAAP”) ~~presented.~~in ~~The results of operations for~~ the ~~six~~United ~~months~~States ~~ended June 30, 2021 are not necessarily indicative~~ of ~~the operating results for the full fiscal year or any future period~~America. ~~These~~The ~~unaudited~~accompanying ~~interim~~ consolidated financial statements ~~should~~have bebeen ~~read~~prepared in ~~conjunction~~accordance with ~~the~~GAAP ~~financial~~for ~~statements~~interim ~~and~~financial ~~related~~information ~~notes thereto included~~ in ~~the~~accordance ~~Company’s~~with ~~Annual~~Article ~~Report~~8 onof ~~Form~~Regulation 10S-KX ~~for~~and ~~the~~presented ~~year~~in ~~ended~~United ~~December~~States ~~31, 2020 filed with the SEC on June 1, 2021~~dollars.

~~Principles~~In the opinion of ~~Consolidation~~the Company’s management, the accompanying unaudited interim consolidated financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of September 30, 2021 and the results of operations and cash flows for the periods presented. The results of operations for the nine months ended September 30, 2021 are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited interim consolidated financial statements should be read in conjunction with the financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on June 1, 2021.

AtPrinciples ~~June 30, 2021, the principal subsidiaries~~ of ~~the Company were listed as follows:~~Consolidation

Entity Name

AcquisitionDate

Ownership

Jurisdiction

InvestmentsHeld By

Nature ofOperation

FiscalYear

Xing Rui International Investment Holding Group Co., Ltd. (“Xing Rui”)

December 22, 2014

100

Seychelles

PRCX

Holding Company

January 31

Xing Rui International Investment Group Ltd. (“Xing Rui HK”)

December 22, 2014

100

Hong Kong, the PRC

Xing Rui

Holding Company

January 31

Huaxin Changrong (Shenzhen) Technology Service Co., Ltd. (“Huaxin”) *

August 27, 2015

100

the PRC

Xing Rui

Holding Company

December 31

Beijing Yandong Tieshan Oil Products Co., Ltd. (“Tieshan Oil”) *

January 29, 2016

the PRC

Huaxin

Trading of oil products

December 31

May 16, 2018

At September 30, 2021, the principal subsidiaries of the Company were listed as follows:

_______

Entity Name

Acquisition

Date

Ownership

Jurisdiction

Investments

Held By

Nature of

Operation

Fiscal

Year

Xing Rui International Investment Holding Group Co., Ltd. (“Xing Rui”)

December 22, 2014

100

Seychelles

PRCX

Holding Company

January 31

Xing Rui International Investment Group Ltd. (“Xing Rui HK”)

December 22, 2014

100

Hong Kong, the PRC

Xing Rui

Holding Company

January 31

Huaxin Changrong (Shenzhen) Technology Service Co., Ltd. (“Huaxin”) *

August 27, 2015

100

the PRC

Xing Rui

Holding Company

December 31

Beijing Yandong Tieshan Oil Products Co., Ltd. (“Tieshan Oil”) *

January 29, 2016

the PRC

Huaxin

Trading of oil products

December 31

May 16, 2018

* The English names used are translated only.___________

8* ~~Table~~The ofEnglish ~~Contents~~names used are translated only.

These condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All material intercompany balances and transactions have been eliminated upon the consolidation.

~~Use~~9 Table of ~~Estimates and Assumptions~~Contents

~~The~~Use ~~preparation~~ of ~~condensed~~Estimates ~~consolidated financial statements in conformity with GAAP 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. The estimates and judgments will also affect the reported amounts for certain revenues and expenses during the reporting period. Actual results could differ from these good faith estimates and judgments.Assumptions

~~Foreign~~The ~~Currency~~preparation ~~Translation~~of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and ~~Re-measurement~~assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. The estimates and judgments will also affect the reported amounts for certain revenues and expenses during the reporting period. Actual results could differ from these good faith estimates and judgments.

~~The Company translates its foreign operations to U.S. dollars in accordance with ASC 830, “~~Foreign Currency ~~Matters”.~~Translation and Re-measurement

The Company’s ~~functional~~translates ~~currency~~its ~~and~~foreign ~~reporting~~operations ~~currency~~to ~~is the~~ U.S. ~~dollar,~~dollars ~~and~~in ~~our~~accordance ~~subsidiaries’~~with ~~functional~~ASC ~~currency~~830, ~~is the Chinese Yuan Renminbi (~~“~~CNY”),~~Foreign ~~and~~Currency ~~Hong Kong Dollar (“HKD~~Matters”).

The Company’s ~~translates~~functional ~~the~~currency ~~foreign~~and ~~subsidiaries’~~reporting ~~records~~currency ~~into~~is the U.S. dollar, asand ~~follows:~~ our subsidiaries’ functional currency is the Chinese Yuan Renminbi (“CNY”), and Hong Kong Dollar (“HKD”).

·The ~~Assets~~Company ~~and~~translates ~~liabilities at~~ the ~~rate~~foreign ofsubsidiaries’ ~~exchange~~records ininto ~~effect~~U.S. atdollar ~~the~~as ~~balance~~follows: ~~sheet date · Equities at historical rate · Revenue and expense items at the average rate of exchange prevailing during the period~~

~~Concentrations~~• Assets and liabilities at the rate of ~~Credit~~exchange ~~Risk~~in effect at the balance sheet date • Equities at historical rate • Revenue and expense items at the average rate of exchange prevailing during the period

~~The~~Concentrations ~~Company’s financial instruments that are exposed to concentrations~~ of ~~credit~~Credit risk primarily consist of its cash and cash equivalents, and accounts receivable. The Company places its cash and cash equivalents with financial institutions of high credit worthiness. At times, its cash and cash equivalents with a particular financial institution may exceed any applicable government insurance limits. The Company also reviews its accounts receivable in a timely manner. The Company’s management plans to assess the financial strength and credit worthiness of any parties to which it extends funds, and as such, it believes that any associated credit risk exposures are limited.Risk

~~Tieshan~~The ~~Oil~~Company’s financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and cash equivalents, and accounts receivable. The Company places its cash and cash equivalents with financial institutions of high credit worthiness. At times, its cash and cash equivalents with a particular financial institution may exceed any applicable government insurance limits. The Company also reviews its accounts receivable in a timely manner. The Company’s management plans to assess the financial strength and credit worthiness of any parties to which it extends funds, and as such, it believes that any associated credit risk exposures are limited.

~~During~~Tieshan ~~the six months ended June 30, 2021 and 2020, two customers accounted for 100% of revenues (86% and 16%) and one customer accounted for 100% of revenues.~~Oil

During the ~~six~~nine months ended ~~June~~September 30, 2021 and 2020, ~~one~~two ~~vendor~~customers accounted for 100% of ~~total~~ ~~purchases~~revenues (75% and 25%) and one customer accounted for 99% of revenues, respectively.

AsDuring ofthe ~~June~~nine months ended September 30, 2021 and ~~December 31,~~ 2020, two ~~customers~~vendor accounted for 100% of total purchases (8261% and 1839%) and 0% ofone ~~accounts~~vendor ~~receivable, and two vendors~~ accounted for ~~approximately 99~~87% ~~and 96%~~ of ~~accounts~~total ~~payable~~purchases, respectively.

9As ~~Table~~of September 30, 2021 and December 31, 2020, two customers accounted for 100% (80% and 20%) and 0% of ~~Contents~~accounts receivable, and two vendors accounted for approximately99% and one vendor accounted for approximately 96% of accounts payable, respectively.

Earnings Per Share of Common Stock

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

~~NOTE~~10 3Table -of ~~GOING CONCERN~~Contents

~~The~~NOTE ~~Company’s~~3 ~~condensed~~- ~~consolidated~~GOING financial statements are prepared using GAAP applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet had sufficient revenues to cover its operating cost, and requires additional capital to commence its operating plan. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. These factors raise substantial doubt about its ability to continue as a going concern.CONCERN

InThe ~~order~~Company’s tocondensed ~~continue~~consolidated asfinancial statements are prepared using GAAP applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company ~~will~~has ~~need,~~not ~~among~~yet ~~other~~had ~~things~~sufficient revenues to cover its operating cost, and requires additional capital ~~resources.~~to ~~Management’s~~commence ~~plan~~its tooperating ~~obtain~~plan. ~~such~~The ~~resources~~ability ~~for~~of the Company ~~include:~~to ~~sales~~continue ofas ~~equity~~a ~~instruments;~~going ~~traditional~~concern ~~financing,~~is ~~such~~dependent ason ~~loans;~~the ~~and~~Company obtaining adequate capital ~~from~~to ~~management~~fund ~~and~~operating ~~significant~~losses ~~stockholders~~until ~~sufficient~~it tobecomes ~~meet~~profitable. ~~its~~If ~~minimal~~the ~~operating~~Company ~~expenses.~~is ~~However,~~unable ~~management~~to ~~cannot~~obtain ~~provide~~adequate ~~any~~capital, ~~assurance~~it ~~that~~could ~~the~~be ~~Company~~forced ~~will~~to becease ~~successful~~operations. inThese ~~accomplishing~~factors ~~any~~raise ofsubstantial doubt about its ~~plans~~ability to continue as a going concern.

~~There~~In isorder noto ~~assurance~~continue ~~that~~as a going concern, the Company will beneed, ~~able~~among toother ~~obtain~~things, ~~sufficient~~ additional ~~funds~~capital ~~when~~resources. ~~needed~~Management’s orplan ~~that~~to obtain such ~~funds,~~resources iffor ~~available, will be obtainable on terms satisfactory to~~ the Company. Ininclude: ~~addition,~~sales ~~profitability~~of ~~will~~equity ~~ultimately~~instruments; ~~depend~~traditional ~~upon~~financing, ~~the~~such ~~level~~as ofloans; ~~revenues~~and ~~received~~obtaining capital from ~~business~~management ~~operations.~~and ~~However,~~significant ~~there~~stockholders issufficient noto ~~assurance~~meet ~~that~~its ~~the~~minimal ~~Company~~operating ~~will attain profitability~~expenses. ~~The~~However, ~~accompanying~~management ~~financial~~cannot ~~statements~~provide ~~do not include~~ any ~~adjustments~~assurance that ~~might be necessary if~~ the Company iswill ~~unable~~be tosuccessful ~~continue~~in asaccomplishing aany ~~going~~of ~~concern~~its plans.

~~NOTE~~There 4is –no ~~ACCOUNTS~~assurance ~~RECEIVABLE~~that the Company will be able to obtain sufficient additional funds when needed or that such funds, if available, will be obtainable on terms satisfactory to the Company. In addition, profitability will ultimately depend upon the level of revenues received from business operations. However, there is no assurance that the Company will attain profitability. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

~~The~~NOTE ~~Company~~4 ~~has~~– ~~performed~~ACCOUNTS an analysis on all of its accounts receivable and determined that all amounts are collectible by the Company. As such, all accounts receivables are reflected as a current asset and no allowance for bad debt has been recorded as of June 30, 2021 and December 31, 2020. As at June 30, 2021 and December 31, 2020, the Company had accounts receivable of $7,143,980 and $0, respectively.RECEIVABLE

~~NOTE~~The Company has performed an analysis on all of its accounts receivable and determined that all amounts are collectible by the Company. As such, all accounts receivables are reflected as a current asset and no allowance for bad debt has been recorded as of September 30, 2021 and December 31, 2020. As at September 30, 2021 and December 31, 2020, the Company had accounts receivable of $5,295,866 –and ~~INVENTORIES~~$0, respectively.

~~Inventories~~NOTE at5 ~~June~~– ~~30, 2021 and December 31, 2020 consist of the following:~~INVENTORIES

	June 30,		December 31,
	2021		2020
Finished goods	$	9,277,703	$	5,309,894

Inventories at September 30, 2021 and December 31, 2020 consist of the following:

10 Table of Contents

	September 30,		December 31,
	2021		2020

Finished goods	$	9,262,989	$	5,309,894

NOTE 6 – CONVERTIBLE NOTE

At ~~June~~September 30, 2021 and December 31, 2020, convertible loans consisted of the following:

	June 30,			December 31,
	September 30,			December 31,
	2021			2020
Convertible Notes - originated in November 22, 2019	$	4,064		$	4,064
Convertible Notes - issued during fiscal year 2020		605,000			893,656
Convertible Notes - issued during fiscal year 2021		~~513~~555,500			-
Total convertible notes payable		1,~~122~~164,564			897,720
Less: Unamortized debt discount		(~~309~~225,~~265~~463	)		(428,365	)
Total convertible notes		~~813~~939,~~299~~101			469,355
Less: current portion of convertible notes		~~536~~674,~~833~~705			287,298
Long-term convertible notes	$	~~276~~264,~~466~~396		$	182,057

~~For~~11 ~~the~~Table ~~six months ended June 30, 2021 and 2020, the interest expense on convertible notes was $51,578 and $37,599, penalty~~ of $31,500 and $15,000, and amortization of discount, including interest expense, of $537,600 and $248,678, respectively. As of June 30, 2021 and December 31, 2020, the accrued interest was $74,562 and $54,299, respectively.Contents

~~Conversion~~For the nine months ended September 30, 2021 and 2020, the interest expense on convertible notes was $82,206 and $49,108, penalty of $31,500and $15,000, and amortization of discount of $753,902 and $470,444, respectively. As of September 30, 2021 and December 31, 2020, the accrued interest was $102,070 and $54,299, respectively.

During the six months ended June 30, 2021, the Company converted notes with principal amounts and accrued interest of $351,470 into 12,866,170 shares of common stock. The corresponding derivative liability at the date of conversion of $1,074,208 was credited to additional paid in capital.Conversion

~~Convertible~~During ~~Notes~~the –nine ~~Issued~~months ~~during~~ended September 30, 2021, the ~~six~~Company ~~months~~converted ~~ended~~notes 30with ~~June~~principal ~~2021~~amounts and accrued interest of $432,590 into 14,950,283 shares of common stock. The corresponding derivative liability at the date of conversion of $1,177,229 was credited to additional paid in capital.

~~During~~Convertible ~~the~~Notes ~~six~~– ~~months~~Issued ~~ended~~during ~~June 30, 2021,~~ the ~~Company~~nine ~~issued~~months aended ~~total~~September ~~principal amount of $513~~30,~~500 convertible~~ ~~note for cash proceeds of $473,500. The terms of convertible note are summarized as follows:~~2021

•During ~~Term:~~the 12nine months -ended 18September ~~months;~~30, •2021, ~~Annual~~the ~~interest~~Company ~~rates:~~issued ~~8%;~~a •total ~~Convertible~~principal atamount ~~the option~~ of ~~the~~$633,500 ~~holders~~convertible atnote ~~any~~for ~~time~~cash orproceeds ~~180~~of ~~days~~$586,000. ~~from~~The ~~issuance~~terms •of ~~Conversion~~convertible ~~prices~~note are ~~based~~summarized onas ~~discounted (35% - 40% discount) lowest trading prices of the Company’s shares during various periods prior to conversion.~~follows:

• Term: 12 months - 18 months; • Annual interest rates: 8%; • Convertible ~~Notes~~at –the ~~Issued~~option ~~during~~of the ~~year~~holders ~~ended~~at ~~December~~any ~~31,~~time ~~2020~~or 180 days from issuance • Conversion prices are based on discounted (35% - 40% discount) lowest trading prices of the Company’s shares during various periods prior to conversion.

~~During~~Convertible Notes – Issued during the year ended December 31, 2020~~, the Company issued a total principal amount of $1,034,750 convertible note for cash proceeds of $912,000. The terms of convertible note are summarized as follows:~~

•During ~~Term: a range from 9 months to 18 months; • Annual interest rates: 8% - 13%; • Convertible at~~ the ~~option~~year ofended ~~the~~December ~~holders~~31, at2020, ~~any time or 180 days from issuance; • Conversion prices are based on discounted (10% - 50% discount) lowest trading prices of~~ the Company’s ~~shares~~issued ~~during~~a ~~various~~total ~~periods prior to conversion. • Certain note allows the~~ principal amount ~~will~~of ~~increase by~~ $151,~~000~~034,750 ~~and~~convertible ~~the~~note ~~discount~~for ~~rate~~cash proceeds of ~~conversion price will decrease by 20% if the conversion price is less than~~ $0912,000.10 orThe ~~$0.01.~~terms ~~As a result, the discount rate~~ of ~~conversion~~convertible ~~price~~note ~~changed~~are ~~from~~summarized ~~50%~~as ~~to 70% and the Company recognized the penalty of $15,000 and recorded principal amount of $15,000.~~follows:

~~The~~• ~~Company~~Term: ~~determined~~a ~~that~~range ~~the~~from ~~conversion~~9 ~~feature~~months ~~met~~to 18 months; • Annual interest rates: 8% - 13%; • Convertible at the ~~definition~~option of athe ~~liability~~holders inat ~~accordance~~any ~~with~~time ~~ASC~~or ~~Topic~~180 ~~No.~~days ~~815-40,~~from ~~“Derivatives~~issuance; ~~and~~• ~~Hedging~~Conversion prices are based on discounted (10% - ~~Contracts~~50% indiscount) ~~Entity~~lowest trading prices of the Company’s ~~Own~~shares ~~Stock” and~~during ~~therefore~~various ~~bifurcated~~periods ~~the~~prior ~~embedded~~to conversion. ~~option~~• ~~once~~Certain note allows the ~~note~~principal ~~becomes~~amount ~~convertible~~will increase by $15,000 and ~~accounted~~the ~~for~~discount itrate asof aconversion ~~derivative~~price ~~liability.~~will ~~The~~decrease ~~fair~~by ~~value~~20% ofif the conversion ~~feature~~price ~~was~~is ~~recorded~~less asthan $0.10 or $0.01. As a ~~debt~~result, the discount ~~and~~rate ~~amortized~~of conversion price changed from 50% to ~~interest~~70% ~~expense~~and ~~over~~the Company recognized the ~~term~~penalty of ~~the~~$15,000 ~~note~~and recorded principal amount of $15,000.

The Company ~~valued~~determined that the conversion feature ~~and~~met ~~warrant~~the ~~using~~definition ~~the~~of ~~Black~~a ~~Scholes~~liability ~~valuation~~in ~~model.~~accordance ~~The~~with ~~fair~~ASC ~~value~~Topic ofNo. ~~the~~815-40, ~~derivative~~“Derivatives ~~liability~~and ~~for~~Hedging ~~all~~- ~~warrant~~Contracts ~~and~~in ~~the~~Entity’s ~~notes~~Own ~~that~~Stock” ~~became~~and ~~convertible,~~therefore ~~including~~bifurcated the ~~notes~~embedded ~~issued~~conversion inoption ~~prior~~once ~~years,~~the ~~during~~note ~~the~~becomes ~~six~~convertible ~~months~~and ~~ended~~accounted ~~June~~for ~~30,~~it ~~2021~~as ~~amounted~~a toderivative ~~$702,157~~liability. ~~$378,500 of~~The ~~the~~fair value ~~assigned~~of to the ~~derivative~~conversion ~~liability~~feature was ~~recognized~~recorded as a debt discount and amortized to ~~the~~interest ~~notes~~expense ~~while~~over the ~~balance~~term of ~~$323,657 was~~the ~~recognized as a “day 1” derivative loss~~note.

11The ~~Table~~Company valued the conversion feature and warrant using the Black Scholes valuation model. The fair value of ~~Contents~~the derivative liability for all warrant and the notes that became convertible, including the notes issued in prior years, during the nine months ended September 30, 2021 amounted to $870,407. $503,500 of the value assigned to the derivative liability was recognized as a debt discount to the notes while the balance of $366,907 was recognized as a “day 1” derivative loss.

~~NOTE~~12 7Table –of ~~WARRANTS~~Contents

ANOTE ~~summary~~7 of– ~~activity regarding warrants issued as follows:~~WARRANTS

	Warrants Outstanding
				Weighted Average		Contractual life
	Shares			Exercise Price		(in years)
Outstanding, December 31, 2020		245,232,491		$	0.0069		4.35
Granted		-			-		-
Reset feature		-			-		-
Exercised		(5,077,060	)		0.0072		-
Forfeited/canceled		-			-		-
Outstanding, June 30, 2021		240,155,431		$	0.0070		3.89
Exercisable warrant at June 30, 2021		240,155,431		$	0.0069		3.89

A summary of activity regarding warrants issued as follows:

The Company determined that the warrants qualify for derivative accounting due to the reset feature of warrants, which led to no explicit limit to the number of shares to be delivered upon future settlement of the exercised warrants.

	Warrants Outstanding
	Shares			Weighted Average Exercise Price		Contractual life (in years)

Outstanding, December 31, 2020		245,232,491		$	0.0069		4.35
Granted		-			-		-
Reset feature		-			-		-
Exercised		(5,077,060	)		0.0079		-
Forfeited/canceled		-			-		-
Outstanding, September 30, 2021		240,155,431		$	0.0070		3.64

Exercisable warrant at September 30, 2021		240,155,431		$	0.0070		3.64

~~Aggregate~~The ~~intrinsic~~Company ~~value~~determined isthat the ~~sum~~warrants ofqualify ~~the~~for ~~amounts~~derivative byaccounting ~~which~~due ~~the~~to ~~quoted market price of~~ the ~~Company’s~~reset ~~stock~~feature ~~exceeded the exercise price~~ of ~~the~~ warrants ~~at June 30~~, ~~2021 for those warrants for~~ which ~~the~~led ~~quoted~~to ~~market~~no ~~price~~explicit ~~was~~limit into ~~excess~~the number of ~~the~~shares ~~exercise~~to ~~price~~be ~~(“in-the-money”~~delivered ~~warrants).~~upon ~~The~~future ~~intrinsic~~settlement ~~value~~ of the ~~warrants~~exercised ~~as of June 30, 2021 is $9,494,256~~warrants.

~~NOTE~~Aggregate 8intrinsic ~~– DERIVATIVE~~value ~~LIABILITIES~~is the sum of the amounts by which the quoted market price of the Company’s stock exceeded the exercise price of the warrants at September 30, 2021 for those warrants for which the quoted market price was in excess of the exercise price (“in-the-money” warrants). The intrinsic value of the warrants as of September 30, 2021 is $10,695,033.

~~The~~NOTE ~~Company~~8 ~~analyzed~~– ~~the~~DERIVATIVE conversion option for derivative accounting consideration under ASC 815, “Derivatives and Hedging, and hedging,” and determined that the instrument should be classified as a liability since the conversion option becomes effective at issuance resulting in there being no explicit limit to the number of shares to be delivered upon settlement of the above conversion options.LIABILITIES

The Company analyzed the conversion option for derivative accounting consideration under ASC 815, ~~requires~~“Derivatives weand ~~assess~~Hedging, and hedging,” and determined that the ~~fair~~instrument ~~market~~should ~~value~~be ofclassified ~~derivative~~as a liability atsince the ~~end~~conversion ofoption ~~each~~becomes ~~reporting~~effective ~~period~~at ~~and~~issuance ~~recognize~~resulting ~~any~~in ~~change~~there inbeing no explicit limit to the ~~fair~~number ~~market~~of ~~value~~shares asto ~~other~~be ~~income~~delivered orupon ~~expense~~settlement ~~item~~of the above conversion options.

~~The~~ASC ~~Company~~815 ~~determined~~requires ~~our~~we ~~derivative~~assess ~~liabilities to be a Level 3 fair value measurement and used~~ the ~~Black-Scholes pricing model to calculate the~~ fair market value as of ~~June~~derivative ~~30,~~liability ~~2021.~~at ~~The Black-Scholes model requires six basic data inputs:~~ the ~~exercise~~end ~~or strike price, time to expiration, the risk-free interest rate, the current stock price, the estimated volatility~~ of ~~the stock price in the future, and the dividend rate. Changes to these inputs could produce a significantly higher or lower fair value measurement. The fair value of~~ each ~~convertible~~reporting ~~note~~period and ~~warrant~~recognize isany ~~estimated~~change ~~using the Black-Scholes valuation model. The following weighted-average assumptions were used~~ in the ~~six~~fair ~~months~~market ~~ended~~value ~~June~~as ~~30,~~other ~~2021~~income ~~and~~or ~~the~~expense ~~year ended December 31, 2020:~~item.

	Six Months Ended			Year ended
	June 30,			December 31,
	2021			2020
Expected term		0.09 - 4.47 years			0.04 - 5.00 years
Expected average volatility		166% - 363	%		175% - 494	%
Expected dividend yield		-			-
Risk-free interest rate		0.02% - 0.92	%		0.08% - 1.47	%

The Company determined our derivative liabilities to be a Level 3 fair value measurement and used the Black-Scholes pricing model to calculate the fair value as of September 30, 2021. The Black-Scholes model requires six basic data inputs: the exercise or strike price, time to expiration, the risk-free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate. Changes to these inputs could produce a significantly higher or lower fair value measurement. The fair value of each convertible note and warrant is estimated using the Black-Scholes valuation model. The following weighted-average assumptions were used in the nine months ended September 30, 2021 and the year ended December 31, 2020:

12 Table of Contents

	Nine Months Ended		Year ended
	September 30,		December 31,
	2021		2020
Expected term	0.09 - 4.47 years		0.04 - 5.00 years
Expected average volatility	162% - 363%		175% - 494%
Expected dividend yield		-		-
Risk-free interest rate	0.02% - 0.92%		0.08% - 1.47%

~~The~~13 ~~following~~Table ~~table~~of ~~summarizes the changes in the derivative liabilities during the six months ended June 30, 2021:~~Contents

Fair Value Measurements Using Significant Observable Inputs (Level 3)
Balance - December 31, 2020	$	16,614,368
Addition of new derivatives recognized as debt discounts		378,500
Addition of new derivatives recognized as loss on derivatives		323,657
Settled on issuance of common stock		(1,796,172	)
Gain on change in fair value of the derivative		(3,606,262	)
Balance - June 30, 2021	$	11,914,091

The following table summarizes the changes in the derivative liabilities during the nine months ended September 30, 2021:

The following table summarizes the (gain) loss on derivative liability included in the income statement for the six months ended June 30, 2021 and 2020, respectively.

Fair Value Measurements Using Significant Observable Inputs (Level 3)

Balance - December 31, 2020	$	16,614,368
Addition of new derivatives recognized as debt discounts		503,500
Addition of new derivatives recognized as loss on derivatives		366,907
Settled on issuance of common stock		(1,899,193	)
Gain on change in fair value of the derivative		(2,076,637	)
Balance - September 30, 2021	$	13,508,945

	Six Months Ended
	June 30,
	2021			2020
Day one loss due to derivative liabilities on convertible notes	$	323,657		$	88,918
Change in fair value of the derivative liabilities		(3,606,262	)		2,870,558
	$	(3,282,605	)	$	2,959,476

The following table summarizes the (gain) loss on derivative liability included in the income statement for the nine months ended September 30, 2021 and 2020, respectively.

NOTE 9 - STOCKHOLDERS’ DEFICIT

	Nine Months Ended
	September 30,
	2021			2020
Day one loss due to derivative liabilities on convertible notes	$	366,907		$	2,177,972
Change in fair value of the derivative liabilities		(2,076,637	)		3,246,719
	$	(1,709,730	)	$	5,424,691

~~The~~NOTE ~~capitalization~~9 of- ~~the~~STOCKHOLDERS’ ~~Company consists of the following classes of capital stock as of June 30, 2021:~~DEFICIT

~~Preferred~~The ~~Stock~~capitalization of the Company consists of the following classes of capital stock as of September 30, 2021:

~~The Company has authorized 15,000,000 shares of preferred stock with a par value of $0.0001 per share. The Board of Directors are authorized to divide the authorized shares of~~ Preferred Stock ~~into one or more series, each of which shall be so designated as to distinguish the shares thereof from the shares of all other series and classes. No shares of preferred stock have been issued.~~

~~Series~~The ACompany has authorized 15,000,000 shares of preferred stock with a par value of $0.0001 per share. The Board of Directors are authorized to divide the authorized shares of Preferred Stock into one or more series, each of which shall be so designated as to distinguish the shares thereof from the shares of all other series and classes. No shares of preferred stock have been issued.

~~The Company is designated to issue 1,500,000 shares of~~ Series A Preferred Stock at a par value of $0.0001. The Series A Preferred Stock shall have liquidation preference over any other class of stock and voting rights on the basis of one hundred votes for each shares of Series A Preferred Stock. The Preferred Stock can be converted to common stock, at a conversion rate of 100 common shares for each preferred stock.

AsThe atCompany ~~June~~is 30designated to issue 1,500,000 ~~2021~~shares of Series A Preferred Stock at a par value of $0.0001. The Series A Preferred Stock shall have liquidation preference over any other class of stock and ~~December~~voting ~~31,~~rights ~~2020,~~on the ~~Company~~basis ~~had 1~~of one hundred votes for each shares of Series A Preferred Stock. The Preferred Stock can be converted to common stock,~~500,000 preferred~~ at a conversion rate of 100 common shares ~~issued~~for ~~and~~each ~~outstanding~~preferred stock.

~~Common~~As ~~Stock~~at September 30, 2021 and December 31, 2020, the Company had 1,500,000 preferred shares issued and outstanding.

~~The~~Common Company has authorized 1,000,000,000 shares of common stock with a par value of $0.0001 per share. Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought.Stock

13The ~~Table~~Company has authorized 1,000,000,000 shares of ~~Contents~~common stock with a par value of $0.0001 per share. Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought.

During the ~~six~~nine months ended ~~June~~September 30, 2021, the Company issued 1820,~~756~~840,~~708~~821 shares of common stock as follows;

	·	12,866,170 shares of common stock issued for conversion of debt of $351,470.
	•	14,950,283 shares of common stock issued for conversion of debt of $432,590.
	·	5,890,538 shares of common stock issued for cashless exercise of warrant.
	•	5,890,538shares of common stock issued for cashless exercise of warrant.

As at ~~June~~September 30, 2021 and December 31, 2020, the Company had ~~139~~ 142,~~926~~010,~~076~~ 189 shares and 121,169,368 common shares issued and outstanding.

~~Subscription~~14 ~~receivable~~Table of Contents

OnSubscription February 24, 2020, the Company entered into a Purchase Agreement (the “Agreement”) with Mr. Liu FaKuan (“Seller”), the sole owner of Henan Wandi Mining Product Development Co., Ltd. (“Wandi”), a corporation organized in the People’s Republic of China (“PRC”), pursuant to which the Company will effect an acquisition of Wandi by acquiring from the Seller all outstanding equity interests of Wandi. Wandi owns 49% of a coal mine known as You Zhou Shenhuo Kuanfa Mining Company Ltd., (the “Mine”), with Zhengshou Yshong Coal Industry Co., Ltd. (a State-owned enterprise) owning the remaining 51% of the Mine.receivable

~~Pursuant~~On toFebruary ~~the~~24, ~~Agreement~~2020, the Company ~~issued 60,000,000 restricted~~entered ~~common~~into ~~shares~~a ofPurchase ~~stock~~Agreement of (the ~~Company~~“Agreement”) towith ~~the~~Mr. Liu FaKuan (“Seller”), ~~valued~~the atsole ~~$24~~owner of Henan Wandi Mining Product Development Co.,~~522,000~~ Ltd. ~~The~~(“Wandi”), ~~obligations~~a ofcorporation organized in the ~~parties~~People’s Republic of China (“PRC”), pursuant to ~~complete~~which the ~~acquisition~~Company iswill ~~subject~~effect toan ~~the~~acquisition ~~fulfillment~~of ~~(or,~~Wandi inby ~~some~~acquiring ~~cases~~from ~~waiver)~~the ofSeller ~~due~~all ~~diligence~~outstanding ~~and~~equity ~~certain~~interests ~~closing~~of ~~conditions~~Wandi. ~~Upon~~Wandi ~~closing~~owns 49% of ~~the~~a ~~acquisition~~coal ~~Seller~~mine ~~shall~~known ~~transfer~~as toYou Zhou Shenhuo Kuanfa Mining Company ~~100%~~ ofLtd., (the ~~issued~~“Mine”), ~~and~~with ~~outstanding~~Zhengshou ~~equity~~Yshong ~~interests~~Coal ofIndustry ~~Wandi~~Co., ~~which~~Ltd. ~~will~~(a ~~then~~State-owned ~~become~~enterprise) aowning ~~wholly~~the ~~owned~~remaining ~~subsidiary~~51% of the ~~Company~~Mine.

AsPursuant ofto ~~June~~the 30Agreement, ~~2021~~the Company issued 60,000,000 restricted common shares of stock of the Company ~~does~~to ~~not~~the ~~have~~Seller, ~~control~~valued ofat ~~Wandi~~$24,522,000. AsThe aobligations ~~result,~~of the ~~Company~~parties ~~determined~~to ~~not~~complete the acquisition is subject to ~~consolidate~~the ~~Wandi~~fulfillment (or, in some cases waiver) of due diligence and ~~recorded~~certain ~~share~~closing ~~issuance~~conditions. ~~for~~Upon ~~acquisition~~closing of ~~Wandi~~the asacquisition aSeller ~~subscription~~shall ~~receivable~~transfer ~~for~~to ~~$24,522,000,~~Company ~~until~~100% of the ~~common~~issued ~~shares~~and outstanding equity interests of Wandi, ~~are~~which ~~delivered~~will then become a wholly owned subsidiary of the Company.

~~NOTE~~As 10of –September ~~RELATED~~30, ~~PARTY~~2021, ~~TRANSACTIONS~~the Company does not have control of Wandi. As a result, the Company determined not to consolidate Wandi and recorded share issuance for acquisition of Wandi as a subscription receivable for $24,522,000, until the common shares of Wandi are delivered.

~~During~~NOTE ~~the~~10 ~~six~~– ~~months~~RELATED ~~ended~~PARTY ~~June 30, 2021 and 2020, the Company borrowed $0 and $222,298 from our related parties and repaid $7,950 and $70,574 to our related parties, respectively.~~ TRANSACTIONS

AsDuring ofthe ~~June~~nine months ended September 30, 2021 and ~~December 31,~~ 2020, the Company ~~recorded~~borrowed ~~amounts~~$0 ~~due~~and to$288,493 from our related parties ofand repaid $99107,~~588~~538 and $~~107~~83,~~538,~~078 ~~respectively.~~to ~~The~~our ~~loan~~related isparties, ~~non-interest bearing and due on demand~~respectively.

~~NOTE~~As 11of September 30, 2021 and December 31, 2020, the Company recorded amounts due to related parties of $0 and $107,538, respectively. The loan is non-interest ~~SEGMENTED~~bearing ~~INFORMATION~~and due on demand.

AtNOTE ~~June~~11 ~~30,~~- ~~2021,~~SEGMENTED ~~the Company operates in one industry segment, oil and gas, and two geographic segments with China being where majority current assets and equipment are located.~~INFORMATION

At ~~June~~September 30, 2021, ~~and~~the ~~December~~Company 31operates in one industry segment, ~~2020~~oil and gas, ~~segment~~and two geographic segments with China being where majority current assets and ~~liabilities~~equipment ~~were~~are ~~as follows:~~located.

June 30, 2021	Holding Company			Oil and gas		Total Consolidated
Assets
Current assets	$	1,433,754		$	16,481,744	$	17,915,498
Non-current assets		1,979,787			-		1,979,787
Liabilities
Current liabilities		12,766,858			10,661,191		23,428,049
Long term liabilities		276,466			-		276,466
Net assets	$	(9,629,783	)	$	5,820,553	$	(3,809,230	)

At September 30, 2021 and December 31, 2020, segment assets and liabilities were as follows:

14 Table of Contents

September 30, 2021	Holding Company			Oil and gas		Total Consolidated
Assets
Current assets	$	250,154		$	14,617,593	$	14,867,747
Non-current assets		1,979,787			-		1,979,787
Liabilities
Current liabilities		14,429,985			7,879,581		22,309,566
Long term liabilities		264,396			-		264,396
Net assets	$	(12,464,440	)	$	6,738,012	$	(5,726,428	)

December 31, 2020	HoldingCompany			Oiland gas		TotalConsolidated
Assets
Current assets	$	355,490		$	9,773,716	$	10,129,206
Non-current assets		1,979,787			-		1,979,787
Liabilities
Current liabilities		17,138,155			3,107,033		20,245,188
Long term liabilities		182,057			-		182,057
Net assets	$	(14,984,935	)	$	6,666,683	$	(8,318,252	)

~~For~~15 ~~the~~Table ~~six~~of ~~months ended June 30, 2021 and 2020, segment revenue and net income (loss) were as follows:~~Contents

Six Months Ended June 30, 2021	Holding Company			Oil and gas			Total Consolidated
Revenue	$	-		$	8,464,995		$	8,464,995
Cost of goods sold		-			(8,420,562	)		(8,420,562	)
Operating expenses		(326,025	)		(20,747	)		(346,772	)
Other income (expenses)		2,661,928			(12,801	)		2,649,127
Provision for income taxes		-			-			-
Net income	$	2,335,903		$	10,885		$	2,346,788

For the nine months ended September 30, 2021 and 2020, segment revenue and net income (loss) were as follows:

Six Months Ended June 30, 2020	HoldingCompany			Oil andgas			NutritionalServices			TotalConsolidated
Nine Months Ended September 30, 2021	HoldingCompany			Oil and gas			TotalConsolidated
Revenue	$	-		$	511,~~303~~573,~~166~~705		$	6211,~~381~~573,705		$	~~5,365,547~~
Cost of goods sold		-			(511,~~166~~514,~~080~~851	)		(6011,~~546~~514,851	)		~~(5,226,626~~	)
Operating expenses		(2593,~~659,638~~973	)		(2238,~~509~~653	)		(~~156~~632,~~685~~626	)		~~(2,838,832~~	)
Other income (expenses)		(3842,~~245,753~~123	)		-(14,172	)		64827,~~599~~951			~~(3,181,154~~	)
Provision for income taxes		-			~~(16,534~~-	)		-			~~(16,534~~	)
Net income (loss)	$	(5,905,391	)	$	98,043		$	(90,251	)	$	(5,897,599	)
Net income	$	248,150		$	6,029		$	254,179

For the three months ended June 30, 2021 and 2020, segment revenue and net income (loss) were as follows:

Nine Months Ended September 30, 2020	Holding Company			Oil and gas			Nutritional Services			Total Consolidated
Revenue	$	-		$	10,057,932		$	103,483		$	10,161,415
Cost of goods sold		-			(9,897,945	)		(84,756	)		(9,982,701	)
Operating expenses		(2,831,495	)		(34,090	)		(274,249	)		(3,139,834	)
Other income (expenses)		(5,959,243	)		-			64,599			(5,894,644	)
Provision for income taxes		-			(20,541	)		-			(20,541	)
Net income (loss)	$	(8,790,738	)	$	105,356		$	(190,923	)	$	(8,876,305	)

Three Months Ended June 30, 2021	Holding Company			Oil and gas			Total Consolidated
Revenue	$	-		$	4,192,154		$	4,192,154
Cost of goods sold		-			(4,165,831	)		(4,165,831	)
Operating expenses		(200,024	)		(10,613	)		(210,637	)
Other income (expenses)		11,226,889			(10,981	)		11,215,908
Provision for income taxes		-			-			-
Net income	$	11,026,865		$	4,729		$	11,031,594

For the three months ended September 30, 2021 and 2020, segment revenue and net income (loss) were as follows:

Three Months Ended June 30, 2020	HoldingCompany			Oil andgas			NutritionalServices			TotalConsolidated
Three Months Ended September 30, 2021	HoldingCompany			Oil and gas			TotalConsolidated
Revenue	$	-		$	43,~~420~~108,~~255~~710		$	193,~~635~~108,710		$	~~4,439,890~~
Cost of goods sold		-			(43,~~362~~094,~~036~~289	)		(73,~~023~~094,289	)		~~(4,369,059~~	)
Operating expenses		(2267,~~484,050~~948	)		(1117,~~563~~906	)		(60285,~~367~~854	)		~~(2,555,980~~	)
Other expenses		(31,~~080~~819,~~862~~805	)		-(1,371	)		(~~200~~1,821,176	)		~~(3,081,062~~	)
Provision for income taxes		-			~~(13,138~~-	)		-			~~(13,138~~	)
Net income (loss)	$	(5,564,912	)	$	33,518		$	(47,955	)	$	(5,579,349	)
Net loss	$	(2,087,753	)	$	(4,856	)	$	(2,092,609	)

15 Table of Contents

Three Months Ended September 30, 2020	Holding Company			Oil and gas			Nutritional Services			Total Consolidated
Revenue	$	-		$	4,754,766		$	41,102		$	4,795,868
Cost of goods sold		-			(4,731,865	)		(24,210	)		(4,756,075	)
Operating expenses		(171,857	)		(11,581	)		(117,564	)		(301,002	)
Other expenses		(2,713,490	)		-			-			(2,713,490	)
Provision for income taxes		-			(4,007	)		-			(4,007	)
Net income (loss)	$	(2,885,347	)	$	7,313		$	(100,672	)	$	(2,978,706	)

~~NOTE~~16 12Table –of ~~EARNINGS (LOSS) PER SHARES~~Contents

~~Basic~~NOTE ~~net~~12 ~~income~~– ~~per~~EARNINGS ~~common~~(LOSS) ~~share~~PER is computed by dividing net income by the weighted average number of common shares outstanding during the periods. Diluted net income per common share is computed using the weighted average number of common and dilutive common equivalent shares outstanding during the periods. Common equivalent shares consist of convertible preferred stock and convertible notes that are computed using the if-converted method, and outstanding warrants that are computed using the treasury stock method. SHARES

	Three months ended						Six Months Ended
	June 30,						June 30,
	2021			2020			2021			2020
Numerator:
Net income (loss)	$	11,031,594		$	(7,578,722	)	$	2,346,788		$	(7,896,972	)
Change in fair value of derivative liabilities		(11,515,726	)		-			(3,282,605	)		-
Interest on convertible debts		(285,800	)		-			(265,803	)		-
Net income (loss) - diluted	$	(769,932	)	$	(7,578,722	)	$	(1,201,620	)	$	(7,896,972	)
Denominator:
Weighted average common shares outstanding		136,634,606			23,070,367			136,330,560			14,140,124
Effect of dilutive shares
Series A Preferred Stock		150,000,000			-			150,000,000			-
Convertible notes		30,563,831			-			27,083,110			-
Warrants		216,644,488			-			221,183,684			-
Diluted		533,842,925			23,070,367			534,597,354			14,140,124
Net income per common share:
Basic	$	0.08		$	(0.33	)	$	0.02		$	(0.56	)
Diluted	$	(0.00	)	$	(0.33	)	$	(0.00	)	$	(0.56	)

Basic net income per common share is computed by dividing net income by the weighted average number of common shares outstanding during the periods. Diluted net income per common share is computed using the weighted average number of common and dilutive common equivalent shares outstanding during the periods. Common equivalent shares consist of convertible preferred stock and convertible notes that are computed using the if-converted method, and outstanding warrants that are computed using the treasury stock method.

For the three months ended September 30, 2021 and ~~six~~the three and nine months ended ~~June~~September 30, 2020, the convertible instruments are anti-dilutive and therefore, have been excluded from earnings (loss) per share.

16 Table of Contents

	Three months ended						Nine Months Ended
	September 30,						September 30,
	2021			2020			2021			2020
Numerator:
Net income (loss)	$	(2,092,609	)	$	(2,978,706	)	$	254,179		$	(10,875,678	)
Change in fair value of derivative liabilities		-			-			(1,709,730	)		-
Interest on convertible debts		-			-			(146,153	)		-
Net loss - diluted	$	(2,092,609	)	$	(2,978,706	)	$	(1,601,704	)	$	(10,875,678	)

Denominator:
Weighted average common shares outstanding		140,380,861			98,384,395			135,783,678			87,872,217
Effect of dilutive shares
Series A Preferred Stock		-			-			150,000,000			-
Convertible notes		-			-			22,344,299			-
Warrants		-			-			218,864,034			-
Diluted		140,380,861			98,384,395			526,992,011			87,872,217

Net income per common share:
Basic	$	(0.01	)	$	(0.03	)	$	0.00		$	(0.12	)
Diluted	$	(0.01	)	$	(0.03	)	$	(0.00	)	$	(0.12	)

~~ITEM~~NOTE 2.13 ~~MANAGEMENT’S~~– ~~DISCUSSION~~SUBSEQUENT ~~AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.~~EVENTS

~~Results~~Subsequent ofto ~~Operations~~September 30, 2021, the Company issued common shares as follows;

Our operations for the three and six months ended June 30, 2021 and 2020 are outlined below:

	·	4,124,722 shares issued for conversion of debt

	·	7,000,000 shares issued for cashless exercise of warrant

~~Three~~17 ~~months~~Table ~~ended~~of ~~June 30, 2021 compared to three months ended June 30, 2020~~Contents

	Three months ended
	June 30,					Change
	2021		2020			Amount
Revenue	$	4,192,154	$	4,439,890		$	(247,736	)
Cost of goods sold	$	4,165,831	$	4,369,059		$	(203,228	)
Gross profit (loss)	$	26,323	$	70,831		$	(44,508	)
Operating expenses	$	210,637	$	2,555,980		$	(2,345,343	)
Other income (expense)	$	11,215,908	$	(3,081,062	)	$	14,296,970
Provision for income taxes	$	-	$	13,138		$	(13,138	)
Net income (loss)	$	11,031,594	$	(5,579,349	)	$	16,610,943

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

~~The~~Results ~~revenue~~of ~~for the three months ended June 30, 2021 decreased by $247,736 to $4,192,154 compared with the same period in 2020.~~ Operations

~~Cost~~Our ofoperations ~~goods sold~~ for the three and nine months ended ~~June~~September 30, 2021 ~~decreased~~and by2020 ~~$203,228~~are tooutlined ~~$4,165,831 compared with the same period in 2020.~~ below:

~~Operating~~Three ~~expenses for the three~~ months ended ~~June~~September 30, 2021 ~~decreased by $2,345,343 to $210,637~~ compared ~~with the same period in 2020. The decrease is mainly due~~ to ~~stock-based~~three ~~compensation~~months ~~for~~ended ~~management~~September ~~fee~~30, in 2020.

Other income for the three months ended June 30, 2021 mainly consisted of gain on change in fair value of derivative liabilities of $11,515,726, whereas other expenses for the three months ended June 30, 2020 mainly consisted of loss on change in fair value of derivative liabilities of $2,870,558. The change in fair value of derivative liabilities is related to convertible notes.

	Three months ended
	September 30,						Change
	2021			2020			Amount
Revenue	$	3,108,710		$	4,795,868		$	(1,687,158	)
Cost of goods sold	$	3,094,289		$	4,756,075		$	(1,661,786	)
Gross profit	$	14,421		$	39,793		$	(25,372	)
Operating expenses	$	285,854		$	301,002		$	(15,148	)
Other expense	$	(1,821,176	)	$	(2,713,490	)	$	892,314
Provision for income taxes	$	-		$	4,007		$	(4,007	)
Net loss	$	(2,092,609	)	$	(2,978,706	)	$	886,097

~~Net~~The ~~income~~revenue for the three months ended ~~June~~September 30, 2021 ~~was~~decreased by $111,~~031~~687,~~594~~158 ~~compared~~ to ~~net loss of~~ $53,~~579~~108,~~349~~710 incompared with the same period in 2020. ~~The change is mainly due to other income.~~

~~For~~Cost of goods sold for the three months ended ~~June~~September 30, 2021 ~~and~~decreased ~~2020~~by ~~our~~$1,661,786 ~~results~~to of$3,094,289 ~~operations~~compared ~~segment,~~with ~~are~~the assame ~~follows:~~period in 2020.

Three Months Ended June 30, 2021	Holding Company			Oil and gas			Total Consolidated
Revenue	$	-		$	4,192,154		$	4,192,154
Cost of goods sold		-			(4,165,831	)		(4,165,831	)
Operating expenses		(200,024	)		(10,613	)		(210,637	)
Other income (expenses)		11,226,889			(10,981	)		11,215,908
Provision for income taxes		-			-			-
Net income (loss)	$	11,026,865		$	4,729		$	11,031,594

Operating expenses for the three months ended September 30, 2021 decreased by $15,148 to $285,854 compared with the same period in 2020. The decrease is mainly due to a decrease in professional fees.

17Other ~~Table~~expense for the three months ended September 30, 2021 decreased by $892,314 to $1,821,176 compared with the same period in 2020. Other expense consisted of ~~Contents~~mainly loss on change in fair value of derivative liabilities of and interest expense. The change in fair value of derivative liabilities is related to convertible notes.

Three Months Ended June 30, 2020	HoldingCompany			Oil andgas			NutritionalServices			TotalConsolidated
Revenue	$	-		$	4,420,255		$	19,635		$	4,439,890
Cost of goods sold		-			(4,362,036	)		(7,023	)		(4,369,059	)
Operating expenses		(2,484,050	)		(11,563	)		(60,367	)		(2,555,980	)
Other income (expenses)		(3,080,862	)		-			(200	)		(3,081,062	)
Provision for income taxes		-			(13,138	)		-			(13,138	)
Net income (loss)	$	(5,564,912	)	$	33,518		$	(47,955	)	$	(5,579,349	)

Net loss for the three months ended September 30, 2021 was $2,092,609 compared to $2,978,706 in the same period in 2020. The change is mainly due to a decrease in other expense.

~~Holding~~18 ~~Company~~Table of Contents

	Three months ended
	June 30,					Change
	2021		2020			Amount
Revenue	$	-	$	-		$	-
Cost of goods sold	$	-	$	-		$	-
Gross profit	$	-	$	-		$	-
Operating expenses	$	200,024	$	2,484,050		$	(2,284,026	)
Other income (expense)	$	11,226,889	$	(3,080,862	)	$	14,307,751
Provision for income taxes	$	-	$	-		$	-
Net income (loss)	$	11,026,865	$	(5,564,912	)	$	(16,591,777	)

For the three months ended September 30, 2021 and 2020 our results of operations segment, are as follows:

Operating expense mainly consists of professional fees for ongoing regulatory requirements and compensation for our management. The decrease in operating expenses is primarily due to stock-based compensation for management fee in 2020.

Three Months Ended September 30, 2021	Holding Company			Oil and gas			Total Consolidated
Revenue	$	-		$	3,108,710		$	3,108,710
Cost of goods sold		-			(3,094,289	)		(3,094,289	)
Operating expenses		(267,948	)		(17,906	)		(285,854	)
Other expenses		(1,819,805	)		(1,371	)		(1,821,176	)
Net loss	$	(2,087,753	)	$	(4,856	)	$	(2,092,609	)

Other income (expense) mainly consists of interest expense and change in fair value of derivative liability from convertible notes.

Three Months Ended September 30, 2020	Holding Company			Oil and gas			Nutritional Services			Total Consolidated
Revenue	$	-		$	4,754,766		$	41,102		$	4,795,868
Cost of goods sold		-			(4,731,865	)		(24,210	)		(4,756,075	)
Operating expenses		(171,857	)		(11,581	)		(117,564	)		(301,002	)
Other expenses		(2,713,490	)		-			-			(2,713,490	)
Provision for income taxes		-			(4,007	)		-			(4,007	)
Net income (loss)	$	(2,885,347	)	$	7,313		$	(100,672	)	$	(2,978,706	)

~~Oil~~Holding ~~and Gas~~Company

	Three months ended
	June 30,					Change
	September 30,					Change
	2021			2020		Amount
Revenue	$	~~4,192,154~~-		$	~~4,420,255~~-	$	~~(228,101~~-	)
Cost of goods sold	$	4,165,831		$	4,362,036	$	(196,205	)
Operating expenses	$	267,948		$	171,857	$	96,091
Gross profit	$	26,323		$	58,219	$	(31,896	)
Other expense	$	1,819,805		$	2,713,490	$	(893,685	)
Operating expenses	$	10,613		$	11,563	$	(950	)
Provision for income taxes	$	-		$	-	$	-
Other income (expense)	$	(10,981	)	$	-	$	(10,981	)
Net loss	$	2,087,753		$	2,885,347	$	(797,594	)
Provision for income taxes	$	-		$	13,138	$	(13,138	)
Net income	$	4,729		$	33,518	$	(28,789	)

~~The~~Operating ~~decrease~~expense inmainly ~~cost~~consists of ~~goods~~professional ~~sold~~fees isfor ~~primarily~~ongoing ~~due~~regulatory torequirements aand ~~decrease~~management ~~in revenue~~fee. ~~The percentage of gross profit decreased from 1.3% in 2020 to 0.6% in 2021.~~

18Other ~~Table~~expense mainly consists of ~~Contents~~interest expense and change in fair value of derivative liability from convertible notes.

~~Six~~Oil ~~months~~and ~~ended June 30, 2021 compared to six months ended June 30, 2020~~Gas

	Six Months Ended
	Three months ended
	June 30,						Change
	September 30,						Change
	2021			2020			Amount
Revenue	$	83,~~464~~108,~~995~~710		$	54,~~365~~754,~~547~~766		$	3(1,~~099~~646,~~448~~056	)
Cost of Goods Sold	$	8,420,562		$	5,226,626		$	3,193,936
Cost of goods sold	$	3,094,289		$	4,731,865		$	(1,637,576	)
Gross profit	$	44,433		$	138,921		$	(94,488	)
Operating expenses	$	17,906		$	11,581		$	6,325
Operating expenses	$	346,772		$	2,838,832		$	(2,492,060	)
Other expense	$	1,371		$	-		$	1,371
Other income (expense)	$	2,649,127		$	(3,181,154	)	$	5,830,281
Provision for income taxes	$	-		$	4,007		$	(4,007	)
Provision for income taxes	$	-		$	(16,534	)	$	16,534
Net income (loss)	$	(4,856	)	$	7,313		$	(12,169	)
Net income (loss)	$	2,346,788		$	(5,897,599	)	$	8,244,387

~~The~~19 ~~revenue~~Table ~~for the six months ended June 30, 2021 increased by $3,099,448 to $8,464,995 compared with the same period in 2020. The increase is mainly due to the effects~~ of ~~COVID-19 causing a decrease in demand and consequently the pricing in prior period.~~Contents

~~Cost~~The ofdecrease ~~goods sold for the six months ended June 30, 2021 increased by $3,193,936 to $8,420,562 compared with the same period~~ in ~~2020.~~cost ~~The~~of ~~increase~~goods sold is ~~mainly~~primarily due to ~~the effects of COVID-19 causing~~ a decrease in revenue ~~in prior period~~. ~~The gross profit, nevertheless, has decreased due to the reduction in margin from 2.6% for the six month period ended June 30, 2020 to 0.5% for the same period in 2021.~~

~~Operating~~Nine ~~expenses for the six~~ months ended ~~June~~September 30, 2021 ~~decreased by $2,492,060 to $346,772~~ compared ~~with the same period in 2020. The decrease is mainly due~~ to ~~stock-based~~nine ~~compensation~~months ~~for~~ended ~~management~~September ~~fee~~30, in 2020 ~~and cost control under pandemic period in operating.~~

Other income for the six months ended June 30, 2021 mainly consisted of gain on change in fair value of derivative liabilities of $3,282,605 offset by interest expense of $620,677, whereas other expenses for the six months ended June 30, 2020 mainly consisted of loss on change in fair value of derivative liabilities of $2,959,476 and interest expense of $286,477. The change in fair value of derivative liabilities is related to convertible notes.

	Nine Months Ended
	September 30,					Change
	2021		2020			Amount
Revenue	$	11,573,705	$	10,161,415		$	1,412,290
Cost of goods sold	$	11,514,851	$	9,982,701		$	1,532,150
Gross profit	$	58,854	$	178,714		$	(119,860	)
Operating expenses	$	632,626	$	3,139,834		$	(2,507,208	)
Other income (expense)	$	827,951	$	(5,894,644	)	$	6,722,595
Provision for income taxes	$	-	$	(20,541	)	$	20,541
Net income (loss)	$	254,179	$	(8,876,305	)	$	9,130,484

~~Net~~The ~~income~~revenue for the ~~six~~nine months ended ~~June~~September 30, 2021 ~~was~~increased by $21,~~346~~412,~~788~~290 ~~compared~~ to ~~net loss of~~ $511,~~897~~573,~~599~~705 incompared with the same period in 2020. The ~~change~~increase is mainly due to anthe ~~increase~~effects inof ~~other~~COVID-19 ~~income~~which ~~and~~caused a decrease in ~~operating~~demand ~~expenses~~and consequently the pricing in prior period.

~~For~~Cost of goods sold for the ~~six~~nine months ended ~~June~~September 30, 2021 ~~and~~increased ~~2019~~by ~~our~~$1,532,150 ~~results~~to $11,514,851 compared with the same period in 2020. The increase is mainly due to the effects of ~~operations~~COVID-19 ~~segment~~causing a decrease in revenue in prior period. The gross profit, ~~are~~nevertheless, ashas ~~follows:~~decreased due to the reduction in margin from 1.8% for the nine months ended September 30, 2020 to 0.5% for the same period in 2021.

Six Months Ended June 30, 2021	Holding Company			Oil and gas			Total Consolidated
Revenue	$	-		$	8,464,995		$	8,464,995
Cost of goods sold		-			(8,420,562	)		(8,420,562	)
Operating expenses		(326,025	)		(20,747	)		(346,772	)
Other income (expenses)		2,661,928			(12,801	)		2,649,127
Provision for income taxes		-			-			-
Net income	$	2,335,903		$	10,885		$	2,346,788

Operating expenses for the nine months ended September 30, 2021 decreased by $2,507,208 to $632,626 compared with the same period in 2020. The decrease is mainly due to stock-based compensation for management fee in 2020 and cost control measures undertaken with the prolonged pandemic.

Six Months Ended June 30, 2020	HoldingCompany			Oil andgas			Nutritional Services			TotalConsolidated
Revenue	$	-		$	5,303,166		$	62,381		$	5,365,547
Cost of goods sold		-			(5,166,080	)		(60,546	)		(5,226,626	)
Operating expenses		(2,659,638	)		(22,509	)		(156,685	)		(2,838,832	)
Other income (expenses)		(3,245,753	)		-			64,599			(3,181,154	)
Provision for income taxes		-			(16,534	)		-			(16,534	)
Net income (loss)	$	(5,905,391	)	$	98,043		$	(90,251	)	$	(5,897,599	)

Other income for the nine months ended September 30, 2021 mainly consisted of gain on change in fair value of derivative liabilities of $1,709,730 offset by interest expense of $867,607, whereas other expenses for the nine months ended September 30, 2020 mainly consisted of loss on change in fair value of derivative liabilities of $5,424,691 and interest expense of $534,752. The change in fair value of derivative liabilities is related to convertible notes.

19Net ~~Table~~income for the nine months ended September 30, 2021 was $254,179 compared to net loss of ~~Contents~~$8,876,305 in the same period in 2020. The change is mainly due to an increase in other income and a decrease in operating expenses.

~~Holding~~For ~~Company~~the nine months ended September 30, 2021 and 2020 our results of operations segment, are as follows:

	Six Months Ended
Nine Months Ended September 30, 2021	HoldingCompany			Oil and gas			TotalConsolidated
	June 30,						Change
Revenue	$	-		$	11,573,705		$	11,573,705
	2021			2020			Amount
Cost of goods sold		-			(11,514,851	)		(11,514,851	)
Revenue	$	-		$	-		$	-
Operating expenses		(593,973	)		(38,653	)		(632,626	)
Cost of goods sold	$	-		$	-		$	-
Other income (expenses)		842,123			(14,172	)		827,951
Gross profit	$	-		$	-		$	-
Provision for income taxes		-			-			-
Operating expenses	$	326,025		$	2,659,638		$	(2,333,613	)
Net income	$	248,150		$	6,029		$	254,179
Other income (expense)	$	2,661,928		$	(3,245,753	)	$	5,907,681
Provision for income taxes	$	-		$	-		$	-
Net income (loss)	$	2,335,903		$	(5,905,391	)	$	8,241,294

Nine Months Ended September 30, 2020	Holding Company			Oil and gas			Nutritional Services			Total Consolidated
Revenue	$	-		$	10,057,932		$	103,483		$	10,161,415
Cost of goods sold		-			(9,897,945	)		(84,756	)		(9,982,701	)
Operating expenses		(2,831,495	)		(34,090	)		(274,249	)		(3,139,834	)
Other income (expenses)		(5,959,243	)		-			64,599			(5,894,644	)
Provision for income taxes		-			(20,541	)		-			(20,541	)
Net income (loss)	$	(8,790,738	)	$	105,356		$	(190,923	)	$	(8,876,305	)

~~Other~~20 ~~income~~Table ~~(expense) mainly consists~~ of ~~interest expense and change in fair value of derivative liability from convertible notes.~~Contents

~~Oil~~Holding ~~and Gas~~Company

	Six Months Ended
	Nine Months Ended
	June 30,					Change
	September 30,					Change
	2021		2020			Amount
Revenue	$	~~8,464,995~~-	$	~~5,303,166~~-		$	~~3,161,829~~-
Cost of goods sold	$	8,420,562	$	5,166,080		$	3,254,482
Operating expenses	$	593,973	$	2,831,495		$	(2,237,522	)
Gross profit	$	44,433	$	137,086		$	(92,653	)
Other income (expense)	$	842,123	$	(5,959,243	)	$	6,801,366
Operating expenses	$	20,747	$	22,509		$	(1,762	)
Provision for income taxes	$	-	$	-		$	-
Other expense	$	12,801	$	-		$	12,801
Net income (loss)	$	248,150	$	(8,790,738	)	$	9,038,888
Provision for income taxes	$	-	$	16,534		$	(16,534	)
Net income	$	10,885	$	98,043		$	(87,158	)

~~The~~Operating ~~increase~~expense inmainly ~~revenue~~consists isof ~~primarily~~professional ~~due~~fees tofor ~~the~~ongoing ~~COVID-19~~regulatory ~~lockdown~~requirements inand ~~2020~~compensation for our management. The ~~increase~~decrease in ~~cost~~operating ofexpenses ~~goods sold~~ is primarily due to anstock-based ~~increase~~compensation infor ~~revenue.~~management ~~The~~fee ~~percentage of gross profit decreased from 2.6%~~ in 2020 ~~to 0~~.~~5% in 2021.~~

~~Liquidity~~Other income (expense) mainly consists of interest expense and ~~Capital~~change ~~Resources~~in fair value of derivative liability from convertible notes.

~~The~~Oil ~~following table provides selected financial data about our Company as of June 30, 2021~~ and ~~December 31, 2020, respectively.~~Gas

Working Capital

	Nine Months Ended
	September 30,				Change
	2021		2020		Amount
Revenue	$	11,573,705	$	10,057,932	$	1,515,773
Cost of goods sold	$	11,514,851	$	9,897,945	$	1,616,906
Gross profit	$	58,854	$	159,987	$	(101,133	)
Operating expenses	$	38,653	$	34,090	$	4,563
Other expense	$	14,172	$	-	$	14,172
Provision for income taxes	$	-	$	20,541	$	(20,541	)
Net income	$	6,029	$	105,356	$	(99,327	)

The ~~following~~increase ~~table~~in ~~provides~~revenue ~~selected~~is ~~financial~~primarily ~~data~~due ~~about~~to ~~our~~the ~~Company~~COVID-19 aslockdown in 2020. The increase in cost of ~~June~~goods ~~30,~~sold ~~2021~~is ~~and~~primarily ~~December~~due ~~31,~~to an increase in revenue. The percentage of gross profit decreased from 1.6% in 2020, ~~respectively~~to 0.5% in 2021.

	June 30,			December 31,			Change
	2021			2020			Amount
Cash	$	388,977		$	185,948		$	203,029
Current Assets	$	17,915,498		$	10,129,206		$	7,786,292
Current Liabilities	$	23,428,049		$	20,245,188		$	3,182,861
Working Capital Deficiency	$	(5,512,551	)	$	(10,115,982	)	$	4,603,431

Liquidity and Capital Resources

The ~~decrease~~following intable ~~working~~provides ~~capital~~selected ~~deficiency~~financial ~~was~~data ~~primarily~~about ~~attributed~~our toCompany anas ~~increase~~of inSeptember ~~current~~30, ~~assets~~2021 ~~offset by an increase in current liabilities. The increase in current assets was primarily attributed to an increase in accounts receivable~~ and ~~inventories.~~December ~~The~~31, ~~increase~~2020, ~~in current liabilities was primarily attributed to an increase in accounts payable offset by a decrease in derivative liabilities~~respectively.

2021 Table of Contents

~~Cash~~Working ~~Flow~~Capital

	Six Months Ended
	June 30,						Change
	2021			2020			Amount
Cash Flows used in operating activities	$	(263,089	)	$	(418,172	)	$	155,083
Cash Flows used in investing activities	$	-		$	(83,032	)	$	83,032
Cash Flows provided by financing activities	$	465,550		$	300,547		$	165,003
Effects on changes in foreign exchange rate	$	568		$	(2,073	)	$	2,641
Net change in cash during period	$	203,029		$	(202,730	)	$	405,759

The following table provides selected financial data about our Company as of September 30, 2021 and December 31, 2020, respectively.

Cash Flow from Operating Activities

	September 30,			December 31,			Change
	2021			2020			Amount
Cash	$	202,690		$	185,948		$	16,742

Current Assets	$	14,867,747		$	10,129,206		$	4,738,541
Current Liabilities	$	22,309,566		$	20,245,188		$	2,064,378
Working Capital Deficiency	$	(7,441,819	)	$	(10,115,982	)	$	2,674,163

~~During~~The ~~the~~decrease ~~six~~in ~~months~~working ~~ended~~capital ~~June~~deficiency ~~30,~~was ~~2021,~~primarily ~~our~~attributed ~~Company~~to ~~used~~an ~~$263,089~~increase in ~~operating~~current ~~activities,~~assets ~~compared~~offset toby ~~$418,172~~an ~~during~~increase ~~the~~in ~~six~~current ~~months~~liabilities. ~~ended~~The ~~June~~increase ~~30,~~in ~~2020.~~current ~~The~~assets ~~decrease~~was primarily attributed to an increase in ~~cash~~accounts ~~used~~receivable. The increase in ~~operation~~current ~~activities~~liabilities iswas primarily ~~due~~attributed to an increase in accounts payable offset by a decrease in ~~operating~~derivative ~~expenses~~liabilities.

Cash Flow ~~from Investing Activities~~

During the six months ended June 30, 2021, we did not have any investing activities. For the six months ended June 30, 2020, we used $83,032 for purchase of property and equipment.

	Nine Months Ended
	September 30,						Change
	2021			2020			Amount
Cash Flows used in operating activities	$	(462,202	)	$	(600,320	)	$	138,118
Cash Flows used in investing activities	$	-		$	(158,995	)	$	158,995
Cash Flows provided by financing activities	$	478,462		$	1,105,843		$	(627,381	)
Effects of changes in foreign exchange rate	$	482		$	1,757		$	(1,275	)
Net change in cash during period	$	16,742		$	348,285		$	(331,543	)

Cash Flow from ~~Financing~~Operating Activities

During the ~~six~~nine months ended ~~June~~September 30, 2021 ~~and 2020~~, our Company ~~received~~used $~~465~~462,~~550~~202 ~~and~~in ~~$300,547~~operating ~~from financing~~ activities, ~~respectively.~~compared ~~For~~to ~~the six months ended June 30, 2021, the Company received~~ $~~473~~600,~~500~~320 ~~from~~during the ~~issuance~~nine ~~of convertible notes and repaid loans from related parties of $7,950. For the six~~ months ended ~~June~~September 30, 2020,. ~~the~~The ~~Company~~decrease ~~received~~in ~~$150,000~~cash ~~from~~used ~~the~~in ~~issuance~~operation ofactivities ~~convertible~~is ~~notes~~primarily ~~and~~due ~~$222,298~~to ~~from~~a ~~loans~~decrease ~~from~~in ~~related~~operating ~~parties, and repaid loans from related parties for $70,574 and hire purchase loan of $1,177~~expenses.

~~Critical~~Cash ~~Accounting~~Flow ~~Policies~~from ~~and~~Investing ~~Estimates~~Activities

~~The~~During ~~preparation of condensed consolidated financial statements and related disclosures in conformity with U.S. generally accepted accounting principles and~~ the ~~Company’s~~nine ~~discussion~~months ~~and~~ended ~~analysis~~September of30, ~~its financial condition and operating results require the Company’s management to make judgments~~2021, ~~assumptions~~we ~~and~~did ~~estimates~~not ~~that~~have ~~affect~~any ~~the~~investing ~~amounts reported~~activities. ~~Management~~For ~~bases~~the ~~its~~nine ~~estimates~~months onended ~~historical~~September ~~experience~~30, ~~and~~2020, onwe ~~various~~used ~~other assumptions it believes to be reasonable under the circumstances~~$158,995 ~~the results of which form the basis~~ for ~~making~~purchase ~~judgments about the carrying values~~ of ~~assets~~property and ~~liabilities~~equipment. ~~Actual results may differ from these estimates, and such differences may be material.~~

~~Off-Balance~~Cash ~~Sheet~~Flow ~~Arrangements~~from Financing Activities

WeDuring dothe ~~not~~nine ~~have~~months ~~any~~ended ~~off-balance~~September ~~sheet~~30, ~~arrangements~~2021 ~~that~~and ~~have~~2020, orour ~~are~~Company ~~reasonably~~received ~~likely~~$478,462 toand ~~have~~$1,105,843 afrom ~~current~~financing oractivities, ~~future~~respectively. ~~effect~~For onthe ~~our~~nine ~~financial~~months ~~condition~~ended September 30, ~~changes~~2021, inthe ~~financial~~Company ~~condition~~received $586,000 ~~revenues~~from orthe ~~expenses,~~issuance ~~results~~of convertible notes and repaid loans from related parties of ~~operations~~$107,538. ~~liquidity~~For the nine months ended September 30, ~~capital~~2020, ~~expenditures~~the orCompany ~~capital~~received ~~resources~~$852,000 ~~that~~from isconvertible ~~material~~notes to$288,493 ~~investors~~from loans from related parties and $49,609 from hire purchase facilities, and repaid loans from related parties for $83,078 and loan of $1,181.

~~ITEM~~Critical 3.Accounting ~~QUANTITATIVE~~Policies ~~AND~~and ~~QUALITATIVE DISCLOSURES ABOUT MARKET RISK.~~Estimates

AsThe apreparation ~~smaller~~of ~~reporting~~condensed ~~company~~consolidated ~~(as~~financial ~~defined~~statements and related disclosures in ~~Rule~~conformity ~~12b-2~~with U.S. generally accepted accounting principles and the Company’s discussion and analysis of its financial condition and operating results require the ~~Exchange~~Company’s ~~Act)~~management to make judgments, weassumptions ~~are~~and ~~not~~estimates ~~required~~that affect the amounts reported. Management bases its estimates on historical experience and on various other assumptions it believes to ~~provide~~be reasonable under the ~~information~~circumstances, ~~called~~the results of which form the basis for bymaking ~~this~~judgments ~~Item~~about 3the carrying values of assets and liabilities. Actual results may differ from these estimates, and such differences may be material.

~~ITEM~~22 4.Table ~~CONTROLS~~of ~~AND PROCEDURES.~~Contents

~~Evaluation~~Off-Balance ofSheet ~~Disclosure Controls and Procedures~~Arrangements

~~Our~~We ~~management,~~do ~~with~~not ~~the~~have ~~participation~~any ~~of our Chief Executive Officer and out Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as defined in Rule 13a~~off-~~15(e)~~balance ~~under~~sheet ~~the~~arrangements ~~Exchange~~that ~~Act~~have asor ofare ~~the~~reasonably ~~end~~likely ofto ~~the~~have ~~period~~a ~~covered~~current byor ~~this~~future ~~Quarterly~~effect ~~Report~~ on ~~Form~~our ~~10-Q.~~financial ~~In designing and evaluating the disclosure controls and procedures~~condition, ~~our~~changes ~~management~~in ~~recognized~~financial ~~that any controls and procedures~~condition, norevenues ~~matter~~or ~~how well designed and operated~~expenses, ~~can~~results ~~provide only reasonable assurance~~ of ~~achieving~~operations, ~~the desired control objectives. In addition~~liquidity, ~~the~~capital ~~design~~expenditures ofor ~~disclosure~~capital ~~controls~~resources ~~and procedures must reflect the fact~~ that ~~there are resource constraints and that management~~ is ~~required~~material to ~~apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs~~investors. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

~~Based~~ITEM on3. ~~that~~QUANTITATIVE ~~evaluation,~~AND ~~our~~QUALITATIVE ~~Chief~~DISCLOSURES ~~Executive~~ABOUT ~~Officer~~MARKET and our Chief Financial Officer concluded that, as of June 30, 2021, our disclosure controls and procedures were not effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in SEC rules, regulations and forms, and (ii) that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosureRISK.

~~Changes~~As a smaller reporting company (as defined in ~~Internal~~Rule ~~Control~~12b-2 ~~Over~~of ~~Financial~~the ~~Reporting~~Exchange Act), we are not required to provide the information called for by this Item 3.

~~Our~~ITEM ~~management,~~4. ~~with~~CONTROLS ~~the~~AND participation of our Chief Executive Officer and our Chief Financial Officer, has concluded there were no significant changes in our internal controls over financial reporting that occurred during this quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reportingPROCEDURES.

21Evaluation ~~Table~~ of ~~Contents~~Disclosure Controls and Procedures

~~PART~~Our IImanagement, with the participation of our Chief Executive Officer and out Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) under the Exchange Act as of the end of the period covered by this Quarterly Report on Form 10-Q. ~~OTHER~~In ~~INFORMATION~~designing and evaluating the disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

~~ITEM~~Based 1.on ~~LEGAL~~that ~~PROCEEDINGS~~evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that, as of September 30, 2021, our disclosure controls and procedures were not effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in SEC rules, regulations and forms, and (ii) that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

~~The~~Changes ~~Company is not currently subject to any legal proceedings. From time to time, the Company may become subject to litigation or proceedings~~ in ~~connection~~Internal ~~with~~Control ~~its~~Over ~~business,~~Financial as either a plaintiff or defendant. There are no such pending legal proceedings to which the Company is a party that, in the opinion of management, is likely to have a material adverse effect on the Company’s business, financial condition or results of operations.Reporting

~~ITEM~~Our ~~1A.~~management, ~~RISK~~with ~~FACTORS~~the participation of our Chief Executive Officer and our Chief Financial Officer, has concluded there were no significant changes in our internal controls over financial reporting that occurred during this quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

As23 aTable ~~smaller reporting company (as defined in Rule 12b-2~~ of ~~the Exchange Act), we are not required to provide the information called for by this Item 1A.~~Contents

~~ITEM~~PART 2II. ~~UNREGISTERED~~OTHER ~~SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.~~INFORMATION

~~None~~ITEM 1. LEGAL PROCEEDINGS.

~~ITEM~~The 3Company is not currently subject to any legal proceedings. ~~DEFAULTS~~From ~~UPON~~time ~~SENIOR~~to ~~SECURITIES~~time, the Company may become subject to litigation or proceedings in connection with its business, as either a plaintiff or defendant. There are no such pending legal proceedings to which the Company is a party that, in the opinion of management, is likely to have a material adverse effect on the Company’s business, financial condition or results of operations.

~~None~~ITEM 1A. RISK FACTORS

~~ITEM~~As 4.a ~~MINE~~smaller ~~SAFETY~~reporting ~~DISCLOSURES~~company (as defined in Rule 12b-2 of the Exchange Act), we are not required to provide the information called for by this Item 1A.

~~None~~ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

~~ITEM 5~~None. ~~OTHER INFORMATION.~~

~~None~~ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

~~22 Table of Contents~~None.

ITEM 64. ~~EXHIBITS~~MINE SAFETY DISCLOSURES.

~~(a) The following Exhibits, as required by Item 601 of Regulation SK, are attached or incorporated by reference, as stated below~~None.

Number		Description
3.1.1		Articles of Incorporation (1)
3.1.2		Certificate of Amendment (2)
3.1.2		Certificate of Amendment (4)
3.2		Amended and Restated Bylaws (3)
31.1		Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.2		Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1		Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
32.2		Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
101.INS		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL 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 Labels Linkbase Document.*+
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.*+
104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).*+

ITEM 5. OTHER INFORMATION.

~~_______________~~ None.

(1)	Incorporated by reference to the Registrant’s Registration Statement on Form S-1 (File No. 333-187437), filed with the Securities and Exchange Commission on March 22, 2019.
(2)	Incorporated by reference to the Registrant’s Annual Report on Form 10-K (File No. 001-55319), filed with the Securities and Exchange Commission on May 13, 2016.
(3)	Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 001-55319), filed with the Securities and Exchange Commission on July 9, 2018.
(4)	Incorporated by reference to the Registrant’s Annual Report on Form 10-K (File No. 001-55319), filed with the Securities and Exchange Commission on June 1, 2021.

Table of Contents

*FiledITEM ~~herewith~~6. EXHIBITS.

~~+ XBRL~~ (~~Extensible Business Reporting Language~~a) ~~information~~The isfollowing ~~furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933~~Exhibits, as ~~amended,~~required isby ~~deemed~~Item ~~not~~601 ~~filed for purposes~~ of ~~Section 18~~Regulation ofSK, ~~the~~are ~~Securities~~attached ~~Exchange~~or ~~Act~~incorporated ofby ~~1934~~reference, as ~~amended,~~stated ~~and otherwise is not subject to liability under these sections~~below.

23 Table of Contents

Number		Description

3.1.1		Articles of Incorporation (1)
3.1.2		Certificate of Amendment (2)
3.1.2		Certificate of Amendment (4)
3.2		Amended and Restated Bylaws (3)
31.1		Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.2		Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1		Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
32.2		Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

SIGNATURES

101.INS		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL 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 Labels Linkbase Document.*+
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.*+
104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).*+

~~Pursuant~~_______________ ~~to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.~~

	PHOENIX RISING COMPANIES
(1)	Incorporated by reference to the Registrant’s Registration Statement on Form S-1 (File No. 333-187437), filed with the Securities and Exchange Commission on March 22, 2019.
Date: August 17, 2021	By:	/s/ Ding-Shin “DS” Chang
(2)	Incorporated by reference to the Registrant’s Annual Report on Form 10-K (File No. 001-55319), filed with the Securities and Exchange Commission on May 13, 2016.
	Name:	Ding-Shin “DS” Chang
(3)	Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 001-55319), filed with the Securities and Exchange Commission on July 9, 2018.
	Title:	President and Chief Executive Officer(principal executive officer)
(4)	Incorporated by reference to the Registrant’s Annual Report on Form 10-K (File No. 001-55319), filed with the Securities and Exchange Commission on June 1, 2021.

Date: August 17, 2021	By:	/s/ Boon Jin “Patrick” Tan
	Name:	Boon Jin “Patrick” Tan
	Title:	Chief Financial Officer (principal accounting officer and principal financial officer)

*Filed herewith.

24+ XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	PHOENIX RISING COMPANIES

Date: November 23, 2021	By:	/s/ Ding-Shin “DS” Chang
	Name:	Ding-Shin “DS” Chang
	Title:	President and Chief Executive Officer (principal executive officer)

Date: November 23, 2021

By:

/s/ Boon Jin “Patrick” Tan

Name:

Boon Jin “Patrick” Tan

Title:

Chief Financial Officer

(principal accounting officer and

principal financial officer)

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