UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-K



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



For the fiscal year ended December 31,
2019



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



For the transition period from _______________
to _______________



Commission File Number:  333-201360



MULIANG AGRITECH, INC.

(Exact name of registrant as specified
in its charter)



|Nevada                                                                 |  | 90-1137640                                  
|---------------------------------------------------------------------- |  | --------------------------------------------
|(State or other jurisdiction of
        incorporation or organization) |  | (I.R.S. Employer
        Identification No.)



|2498 Wanfeng Highway, Lane 181
        Fengjing Town, Jinshan District
        Shanghai, China |  | 201501        
|---------------------------------------------------------------------------------------------- |  | --------------
|(Address
    of principal executive offices)                                                   |  | (Zip
    Code)



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



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



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



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



None

(Title of class)



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



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



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



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



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



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



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



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



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



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



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



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



Documents Incorporated by Reference: None














MULIANG AGRITECH, INC.



ANNUAL REPORT ON FORM 10-K



FOR THE FISCAL YEAR ENDED



DECEMBER 31, 2019



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



i











RELIANCE ON SECURITIES AND EXCHANGE COMMISSION
ORDER





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







ii







CAUTIONARY NOTE REGARDING FORWARD-LOOKING
STATEMENTS



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



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



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



OTHER PERTINENT INFORMATION



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



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



iii







PART I



| | Item 1. | Business.
| | ------- | ---------



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



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





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





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





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





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



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





1







History



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







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



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



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



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



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



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



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



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





2







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



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



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



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



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



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



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



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



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



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



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



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





3







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



Our Industry



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



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



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



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



The Environmental Considerations of Promoting Straw Organic
Fertilizer



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



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



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



Our Products





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





Organic Fertilizer



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



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





4







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



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



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



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



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



| | ● | Corn and peanuts
    fertilizer that are specially used for corns and peanuts.
| | - | ------------------------------------------------------------------------------



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



Agricultural Products (Food)



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



Apple orchard



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



Other Agricultural products



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



Future Products



Black Goat Processing Products



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



Forage Grass



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



Our Technology and Manufacturing Process



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



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





5







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



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



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



Sales and Marketing



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



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



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



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



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



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



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



Suppliers and Customers



Suppliers



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



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





|          |  | For the year ended December 31, |          
|--------- |  | ------------------------------- | ---------
|Suppliers |  | 2019                            |          
|          |  | Amount                          |          
|A         |  |                                 | 3,357,250
|B         |  |                                 | 1,649,276
|C         |  |                                 | 616,587  
|D         |  |                                 | N/A      





Customers



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





6







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





|          |  | For the years ended December 31, |          
|--------- |  | -------------------------------- | ---------
|Customers |  | 2019                             |          
|          |  | Amount                           |          
|A         |  |                                  | 3,026,072
|B         |  |                                  | 2,297,573
|C         |  |                                  | N/A      
|D         |  |                                  | N/A      



Our Growth Strategy



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



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



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



Increase Sources of Revenue by Expanding
Our Current Business



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



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



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



Competitive Advantages



Competitive Advantage of Our Technology



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



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



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



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



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



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







7







Competitive Advantage of Our Products



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



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



Research and Development



Forage Grass Production Capacity



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



Food Product Development



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



Animal Waste Disposal



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



Intellectual Property



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



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



Patents



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



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



Trademarks



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





8







Our Employees





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







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





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



| | Item
    1A. | Risk
    Factors.
| | ------------ | -----------------



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



| | Item
    1B. | Unresolved
    Staff Comments.
| | ------------ | ------------------------------



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



| | Item 2. | Properties.
| | ------- | -----------





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





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





|                               |  | December 31, |            |   | December 31, |  
|------------------------------ |  | ------------ | ---------- | - | ------------ | -
|                               |  | 2019         |            |   | 2018         |  
|Building                       |  | $            | 12,715,941 |   |              | $
|Operating equipment            |  |              | 2,785,557  |   |              |  
|Vehicle                        |  |              | 81,552     |   |              |  
|Office equipment               |  |              | 20,762     |   |              |  
|Apple orchard                  |  |              | 789,344    |   |              |  
|Construction in progress       |  |              | 1,709,144  |   |              |  
|                               |  |              | 18,102,300 |   |              |  
|Less: Accumulated depreciation |  |              | (3,008,220 | ) |              |  
|                               |  | $            | 15,094,080 |   |              | $





| | Item 3. | Legal Proceedings.
| | ------- | ------------------



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



| | Item 4. | Mine Safety Disclosures.
| | ------- | ------------------------



Not Applicable.



9







PART II



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





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





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



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



Holders of Capital Stock





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





Stock Option Grants



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



Dividends



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



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



Recent Sales of Unregistered Securities





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





| | Item 6. | Selected Financial Data.
| | ------- | ------------------------



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





10







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



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



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



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



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



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



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



Overview





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



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



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



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







11









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



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



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





Recent Development





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



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



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





Critical Accounting Policies



Our discussion and
analysis of our financial condition and results of operations are based on our consolidated financial statements, which have been
prepared in accordance with U.S. generally accepted accounting principles. The preparation of these financial statements requires
us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. We evaluate,
on an on-going basis, our estimates for reasonableness as changes occur in our business environment. We base our estimates on
experience, the use of independent third-party specialists and various other assumptions that are believed to be reasonable under
the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities
that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or
conditions.



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



Basis of Presentation



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



Going Concern



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



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



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



Principles of Consolidation



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



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





12







Use of Estimates



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



Accounts Receivable



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



Inventory Valuation



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



Apple Orchard



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



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



Revenue Recognition



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



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



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



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





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







13







Income Taxes



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



New Accounting Standards





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







14









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







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





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







15







Results
of Operations







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



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



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



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



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





|                                    |  | For the Years Ended December 31, |            |   |      |  |            |             | 
|----------------------------------- |  | -------------------------------- | ---------- | - | ---- |  | ---------- | ----------- | 
|                                    |  | 2019                             |            |   | 2018 |  |            | Fluctuation | 
|                                    |  | $                                |            |   | $    |  |            | $           | 
|Revenues-fertilizer                 |  |                                  | 12,178,231 |   |      |  | 12,054,335 |             | 
|Revenues-agricultural products      |  |                                  | 704,019    |   |      |  | 1,150,689  |             | 
|Subtotal of revenue                 |  |                                  | 12,882,250 |   |      |  | 13,205,024 |             | 
|Cost-fertilizer                     |  |                                  | 6,742,300  |   |      |  | 6,577,557  |             | 
|Cost- agricultural products         |  |                                  | 803,880    |   |      |  | 1,082,469  |             | 
|Subtotal of cost                    |  |                                  | 7,546,180  |   |      |  | 7,660,026  |             | 
|Gross profit                        |  |                                  | 5,336,070  |   |      |  | 5,544,998  |             | 
|Gross margin                        |  |                                  | 41.4       | % |      |  | 42.0       | %           | 
|Operating expenses:                 |  |                                  |            |   |      |  |            |             | 
|General and administrative expenses |  |                                  | 1,557,906  |   |      |  | 1,100,271  |             | 
|Selling expenses                    |  |                                  | 698,071    |   |      |  | 531,771    |             | 
|Total operating expenses            |  |                                  | 2,255,977  |   |      |  | 1,632,042  |             | 
|Income from operations              |  |                                  | 3,080,093  |   |      |  | 3,912,956  |             | 
|Other income (expense):             |  |                                  |            |   |      |  |            |             | 
|Interest expense                    |  |                                  | (452,470   | ) |      |  | (421,954   | )           | 
|Subsidy income                      |  |                                  | 143,187    |   |      |  | 756,197    |             | 
|Net rental income                   |  |                                  | 60,940     |   |      |  | 228,208    |             | 
|Other income (expense), net         |  |                                  | (120,915   | ) |      |  | (27,130    | )           | 
|Total other income (expense)        |  |                                  | (369,258   | ) |      |  | 535,321    |             | 
|Income before income taxes          |  |                                  | 2,710,835  |   |      |  | 4,448,277  |             | 
|Income taxes                        |  |                                  | 505,456    |   |      |  | (25,542    | )           | 
|Net income                          |  |                                  | 2,205,379  |   |      |  | 4,473,819  |             | 







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



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





16







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



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

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



Liquidity
and Capital Resources





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



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



The components of cash flows are discussed below:

|                                                    |  | For the Years Ended  December 31, |           
|--------------------------------------------------- |  | --------------------------------- | ----------
|                                                    |  | 2019                              |           
|Net cash provided by (used in) operating activities |  | $                                 | 3,759,100 
|Net cash provided by (used in) investing activities |  |                                   | (1,318,129
|Net cash (used in) provided by financing activities |  |                                   | (2,277,001
|Exchange rate effect on cash                        |  |                                   | (72,880   
|Net cash inflow (outflow)                           |  | $                                 | 91,090    



Cash provided by Operating Activities



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



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



Cash used in Investing Activities



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



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



Cash Provided by (used in) Financing
Activities



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





17









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





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





Contractual Commitments and Commitments
for Capital Expenditure



Contractual Commitments



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



|                        |  | Payments Due by Period as of December 31, 2019 |          
|----------------------- |  | ---------------------------------------------- | ---------
|                        |  | Total                                          |          
|Contractual obligations |  |                                                |          
|Loans                   |  | $                                              | 7,229,153
|Others                  |  |                                                | —        
|                        |  | $                                              | 7,229,153



Commitments for Capital Expenditure



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



Off-Balance Sheet Items



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



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



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



18







| | Item 8. | Financial Statements and Supplementary Data
| | ------- | -------------------------------------------



INDEX
TO FINANCIAL STATEMENTS



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



F-1







REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



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



Opinion
on the Financial Statements



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



Emphasis of Matter



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



Basis
for Opinion



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



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



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



/s/ WWC, P.C.

WWC,
P.C.

Certified
Public Accountants



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



San
Mateo, CA

May
14, 2020





F-2









MULIANG
AGRITECH, INC. AND SUBSIDIARIES

CONSOLIDATED
BALANCE SHEETS



|                                                                                                                                                                                  |  | December 31, |            |   | December 31, |  
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------ | ---------- | - | ------------ | -
|                                                                                                                                                                                  |  | 2019         |            |   | 2018         |  
|                                                                                                                                                                                  |  | Audited      |            |   | Audited      |  
|ASSETS                                                                                                                                                                            |  |              |            |   |              |  
|Current Assets:                                                                                                                                                                   |  |              |            |   |              |  
|Cash and cash equivalents                                                                                                                                                         |  | $            | 103,868    |   |              | $
|Accounts receivable, net                                                                                                                                                          |  |              | 7,706,262  |   |              |  
|Inventories                                                                                                                                                                       |  |              | 262,682    |   |              |  
|Prepayments                                                                                                                                                                       |  |              | 354,813    |   |              |  
|Other receivables, net                                                                                                                                                            |  |              | 47,653     |   |              |  
|Total Current Assets                                                                                                                                                              |  |              | 8,475,278  |   |              |  
|                                                                                                                                                                                  |  |              |            |   |              |  
|Property, plant and equipment, net                                                                                                                                                |  |              | 15,094,080 |   |              |  
|Intangible assets, net                                                                                                                                                            |  |              | 3,104,839  |   |              |  
|Other assets and deposits                                                                                                                                                         |  |              | 40,021     |   |              |  
|Deferred tax asset                                                                                                                                                                |  |              | 19,348     |   |              |  
|                                                                                                                                                                                  |  |              |            |   |              |  
|Total Assets                                                                                                                                                                      |  | $            | 26,733,566 |   |              | $
|                                                                                                                                                                                  |  |              |            |   |              |  
|LIABILITIES AND STOCKHOLDERS’ EQUITY                                                                                                                                              |  |              |            |   |              |  
|                                                                                                                                                                                  |  |              |            |   |              |  
|Current Liabilities:                                                                                                                                                              |  |              |            |   |              |  
|Short-term loans                                                                                                                                                                  |  | $            | -          |   |              | $
|Current portion of long-term loans                                                                                                                                                |  |              | 5,373,859  |   |              |  
|Accounts payable and accruals                                                                                                                                                     |  |              | 5,162,993  |   |              |  
|Accounts payable - related party                                                                                                                                                  |  |              | -          |   |              |  
|Advances from customers                                                                                                                                                           |  |              | 250,158    |   |              |  
|Income taxes payable                                                                                                                                                              |  |              | 497,251    |   |              |  
|Other payables                                                                                                                                                                    |  |              | 2,394,832  |   |              |  
|Due to related parties                                                                                                                                                            |  |              | 1,009,325  |   |              |  
|Total Current Liabilities                                                                                                                                                         |  |              | 14,688,418 |   |              |  
|                                                                                                                                                                                  |  |              |            |   |              |  
|Long-term loans                                                                                                                                                                   |  |              | 1,855,294  |   |              |  
|Total Liabilities                                                                                                                                                                 |  |              | 16,543,712 |   |              |  
|                                                                                                                                                                                  |  |              |            |   |              |  
|Stockholders’ Equity:                                                                                                                                                             |  |              |            |   |              |  
|Series A Preferred Stock, $0.0001 par value,
    30,000,000 shares authorized, 19,000,000 and 0 shares issued and outstanding as of December 31, 2019
    and 2018, respectively. |  |              | 1,900      |   |              |  
|Common stock, $0.0001 par value, 500,000,000 shares authorized, 37,341,954
and 56,341,718 shares issued and outstanding as of December 31, 2019 and 2018, respectively.           |  |              | 3,734      |   |              |  
|Additional paid in capital                                                                                                                                                        |  |              | 19,398,854 |   |              |  
|Accumulated deficit                                                                                                                                                               |  |              | (9,571,836 | ) |              |  
|Accumulated other comprehensive loss                                                                                                                                              |  |              | 233,288    |   |              |  
|Stockholders’ Equity (Deficit) - Muliang Agritech, Inc.
and Subsidiaries                                                                                                          |  |              | 10,065,940 |   |              |  
|Noncontrolling interest                                                                                                                                                           |  |              | 123,914    |   |              |  
|Total Stockholders’ Equity (Deficit)                                                                                                                                              |  |              | 10,189,854 |   |              |  
|Total Liabilities and Stockholders’ Equity                                                                                                                                        |  | $            | 26,733,566 |   |              | $



See
accompanying notes to consolidated financial statements



F-3







MULIANG
AGRITECH, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE
INCOME



|                                                                                             |  | For the Year Ended
December 31, |           
|-------------------------------------------------------------------------------------------- |  | ------------------------------- | ----------
|                                                                                             |  | 2019                            |           
|                                                                                             |  |                                 |           
|Revenues                                                                                     |  | $                               | 12,882,250
|Cost of revenue                                                                              |  |                                 | 7,546,180 
|Gross profit                                                                                 |  |                                 | 5,336,070 
|                                                                                             |  |                                 |           
|Operating expenses:                                                                          |  |                                 |           
|General and administrative expenses                                                          |  |                                 | 1,557,906 
|Selling expenses                                                                             |  |                                 | 698,071   
|Total operating expenses                                                                     |  |                                 | 2,255,977 
|                                                                                             |  |                                 |           
|Income from operations                                                                       |  |                                 | 3,080,093 
|                                                                                             |  |                                 |           
|Other income (expense):                                                                      |  |                                 |           
|Interest expense                                                                             |  |                                 | (452,470  
|Subsidy income                                                                               |  |                                 | 143,187   
|Net rental income                                                                            |  |                                 | 60,940    
|Other income (expense), net                                                                  |  |                                 | (120,915  
|Total other income (expense)                                                                 |  |                                 | (369,258  
|                                                                                             |  |                                 |           
|Income before income taxes                                                                   |  |                                 | 2,710,835 
|                                                                                             |  |                                 |           
|Income taxes                                                                                 |  |                                 | 505,456   
|                                                                                             |  |                                 |           
|Net income                                                                                   |  |                                 | 2,205,379 
|                                                                                             |  |                                 |           
|Net income (loss) attributable to noncontrolling interest                                    |  |                                 | 3,814     
|Net income (loss) attributable to Muliang Agritech, Inc. common
stockholders                 |  |                                 | 2,201,565 
|                                                                                             |  |                                 |           
|Other comprehensive income (loss):                                                           |  |                                 |           
|Unrealized foreign currency translation adjustment                                           |  |                                 | (111,336  
|                                                                                             |  |                                 |           
|Total comprehensive income                                                                   |  |                                 | 2,094,043 
|Total comprehensive (income) loss attributable to noncontrolling interests                   |  |                                 | 3,377     
|Total comprehensive (income) loss attributable to Muliang Agritech,
Inc. common stockholders |  | $                               | 2,090,666 
|                                                                                             |  |                                 |           
|Earnings per common share                                                                    |  |                                 |           
|Basic and diluted                                                                            |  |                                 | 0.04      
|                                                                                             |  |                                 |           
|Weighted average common shares outstanding                                                   |  |                                 |           
|Basic                                                                                        |  |                                 | 52,073,278
|Diluted                                                                                      |  |                                 | 52,073,278



See
accompanying notes to consolidated financial statements



F-4







MULIANG
AGRITECH, INC. AND SUBSIDIARIES

CONSOLIDATED
STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY



|                                                     |  | Series A Preferred Stock |            |  | Common Stock |   |       | Additional Paid-in |  |  | Accumulated |   |  | Accumulated Other Comprehensive |        |   | Non-controlling |  |            |               | 
|---------------------------------------------------- |  | ------------------------ | ---------- |  | ------------ | - | ----- | ------------------ |  |  | ----------- | - |  | ------------------------------- | ------ | - | --------------- |  | ---------- | ------------- | 
|                                                     |  | Shares                   |            |  | Amount       |   |       | Shares             |  |  | Amount      |   |  | Capital                         |        |   | Deficit         |  |            | Income (Loss) | 
|Balance, December 31, 2017                           |  |                          |            |  |              | $ |       |                    |  |  | 56,000,000  |   |  | $                               | 5,600  |   |                 |  | 16,817,585 |               | 
|                                                     |  |                          |            |  |              |   |       |                    |  |  |             |   |  |                                 |        |   |                 |  |            |               | 
|Issuance of common stock                             |  |                          |            |  |              |   |       |                    |  |  | 341,718     |   |  |                                 | 34     |   |                 |  | 2,581,269  |               | 
|Net income                                           |  |                          |            |  |              |   |       |                    |  |  |             |   |  |                                 |        |   |                 |  |            |               | 
|Foreign currency translation adjustment              |  |                          |            |  |              |   |       |                    |  |  |             |   |  |                                 |        |   |                 |  |            |               | 
|                                                     |  |                          |            |  |              |   |       |                    |  |  |             |   |  |                                 |        |   |                 |  |            |               | 
|Balance, December 31, 2018                           |  |                          | -          |  |              | $ | -     |                    |  |  | 56,341,718  |   |  | $                               | 5,634  |   |                 |  | 19,398,854 |               | 
|                                                     |  |                          |            |  |              |   |       |                    |  |  |             |   |  |                                 |        |   |                 |  |            |               | 
|Common stock transferred to Series A Preferred Stock |  |                          | 19,000,000 |  |              |   | 1,900 |                    |  |  | (19,000,000 | ) |  |                                 | (1,900 | ) |                 |  |            |               | 
|Rounded shares adjustment                            |  |                          |            |  |              |   |       |                    |  |  | 236         |   |  |                                 | -      |   |                 |  | -          |               | 
|Net income                                           |  |                          |            |  |              |   |       |                    |  |  | -           |   |  |                                 | -      |   |                 |  | -          |               | 
|Foreign currency translation adjustment              |  |                          |            |  |              |   |       |                    |  |  | -           |   |  |                                 | -      |   |                 |  | -          |               | 
|                                                     |  |                          |            |  |              |   |       |                    |  |  |             |   |  |                                 |        |   |                 |  |            |               | 
|Balance, December 31, 2019                           |  |                          | 19,000,000 |  |              | $ | 1,900 |                    |  |  | 37,341,954  |   |  | $                               | 3,734  |   |                 |  | 19,398,854 |               | 







See
accompanying notes to consolidated financial statements



F-5







MULIANG
AGRITECH, INC. AND SUBSIDIARIES

CONSOLIDATED
STATEMENTS OF CASH FLOWS





|                                                                                                   |  | For the Years Ended |           
|-------------------------------------------------------------------------------------------------- |  | ------------------- | ----------
|                                                                                                   |  | December 31,        |           
|                                                                                                   |  | 2019                |           
|                                                                                                   |  |                     |           
|CASH FLOWS FROM OPERATING ACTIVITIES                                                               |  |                     |           
|Net income (loss)                                                                                  |  | $                   | 2,205,379 
|Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: |  |                     |           
|Depreciation and amortization                                                                      |  |                     | 1,066,196 
|Bad debt expense (reverse)                                                                         |  |                     | 61,934    
|Deferred income tax assets                                                                         |  |                     | 433,374   
|Changes in assets and liabilities:                                                                 |  |                     |           
|Accounts receivable                                                                                |  |                     | (3,744,204
|Inventories                                                                                        |  |                     | 180,382   
|Prepayment                                                                                         |  |                     | 1,161,433 
|Other receivables                                                                                  |  |                     | 54,342    
|Accounts payable and accrued payables                                                              |  |                     | 745,653   
|Account payable - related party                                                                    |  |                     | (115,853  
|Advances from customers                                                                            |  |                     | 41,543    
|Income tax payable                                                                                 |  |                     | 72,082    
|Other payables                                                                                     |  |                     | 1,596,839 
|Net cash provided by operating activities                                                          |  |                     | 3,759,100 
|                                                                                                   |  |                     |           
|CASH FLOWS FROM INVESTING ACTIVITIES                                                               |  |                     |           
|Purchase of intangible assets                                                                      |  |                     | -         
|Investment in orchards                                                                             |  |                     | -         
|Investment in construction in progress                                                             |  |                     | (1,318,129
|Net cash used in investing activities                                                              |  |                     | (1,318,129
|                                                                                                   |  |                     |           
|CASH FLOWS FROM FINANCING ACTIVITIES                                                               |  |                     |           
|Capital contribution from shareholders                                                             |  |                     | -         
|Proceeds from (repayment to) third party individual lenders                                        |  |                     | 307,833   
|Repayment to related party                                                                         |  |                     | (2,434,949
|Repayment of short-term loans                                                                      |  |                     | (149,885  
|Net cash used in financing activities                                                              |  |                     | (2,277,001
|                                                                                                   |  |                     |           
|EFFECT OF EXCHANGE RATE CHANGES ON CASH                                                            |  |                     | (72,880   
|                                                                                                   |  |                     |           
|NET INCREASE (DECREASE) IN CASH                                                                    |  |                     | 91,090    
|CASH, BEGINNING OF PERIOD                                                                          |  |                     | 12,778    
|CASH, END OF PERIOD                                                                                |  | $                   | 103,868   
|                                                                                                   |  |                     | -         
|SUPPLEMENTAL DISCLOSURES:                                                                          |  |                     |           
|Cash paid during the period for:                                                                   |  |                     |           
|Cash paid for interest expense, net of capitalized interest                                        |  | $                   | (1,321,947
|Cash paid for income tax                                                                           |  | $                   | -         
|                                                                                                   |  |                     |           
|NON-CASH TRANSACTIONS OF INVESTING AND FINANCING ACTIVITIES                                        |  |                     |           
|Reclassified all of long term loan to short term loan                                              |  | $                   | 4,330,007 
|Related party debt converted to common shares                                                      |  | $                   | -         



See
accompanying notes to consolidated financial statements



F-6









MULIANG AGRITECH, INC. AND SUBSIDIARIES

NOTES OF CONSOLIDATED FINANCIAL STATEMENTS



NOTE 1 – ORGANIZATION AND NATURE OF OPERATIONS



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



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



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



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



History



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



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



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



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



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



F-7









MULIANG AGRITECH, INC. AND SUBSIDIARIES

NOTES OF CONSOLIDATED FINANCIAL STATEMENTS



NOTE 1 – ORGANIZATION AND NATURE OF OPERATIONS (CONTINUED)



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



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



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



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



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



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



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



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



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





F-8







MULIANG AGRITECH, INC. AND SUBSIDIARIES

NOTES OF CONSOLIDATED FINANCIAL STATEMENTS



NOTE 1 – ORGANIZATION AND NATURE OF OPERATIONS (CONTINUED)



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



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



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



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



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



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



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



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





F-9







MULIANG AGRITECH, INC. AND SUBSIDIARIES

NOTES OF CONSOLIDATED FINANCIAL STATEMENTS



NOTE
1 – ORGANIZATION AND NATURE OF OPERATIONS (CONTINUED)



Liquidity
and Going Concern





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



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





Basis of Presentation



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





F-10







MULIANG AGRITECH, INC. AND SUBSIDIARIES

NOTES OF CONSOLIDATED FINANCIAL STATEMENTS



NOTE 2 – SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES



Use of Estimates



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



Principles of Consolidation



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



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



Control by Principal Stockholders



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



Cash and Cash Equivalents



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



Accounts Receivable



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



F-11







MULIANG AGRITECH, INC. AND SUBSIDIARIES

NOTES OF CONSOLIDATED FINANCIAL STATEMENTS



NOTE 2 – SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES (CONTINUED)



Inventories



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



Property, Plant and Equipment



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



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



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



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



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



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





F-12







MULIANG AGRITECH, INC. AND SUBSIDIARIES

NOTES OF CONSOLIDATED FINANCIAL STATEMENTS



NOTE 2 – SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES (CONTINUED)



Intangible Assets



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



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



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



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



Impairment of Long-lived Assets



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



Advances from Customers



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



Non-controlling Interest



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



Revenue Recognition



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



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



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



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



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





F-13







MULIANG AGRITECH, INC. AND SUBSIDIARIES

NOTES OF CONSOLIDATED FINANCIAL STATEMENTS



NOTE 2 – SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES (CONTINUED)



Cost of Sales



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



Income Taxes



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



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



Related Parties



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



Accumulated Other Comprehensive Income
(Loss)



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





F-14







MULIANG AGRITECH, INC. AND SUBSIDIARIES

NOTES OF CONSOLIDATED FINANCIAL STATEMENTS



NOTE 2 – SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES (CONTINUED)



Foreign Currency Translation



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



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



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



Earnings (Loss) per Share



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





F-15







MULIANG AGRITECH, INC. AND SUBSIDIARIES

NOTES OF CONSOLIDATED FINANCIAL STATEMENTS



NOTE 2 – SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES (CONTINUED)



Fair Value of Financial Instruments



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



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



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



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



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



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



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



|                                  |  | December 31, 2019 |           |  | December 31,  2018 |  
|--------------------------------- |  | ----------------- | --------- |  | ------------------ | -
|                                  |  |                   |           |  |                    |  
|Short-term loan                   |  | $                 | -         |  |                    | $
|Current portion of long-term loan |  |                   | 5,373,859 |  |                    |  
|Long-term loan                    |  |                   | 1,855,294 |  |                    |  
|                                  |  | $                 | 7,229,153 |  |                    | $



Government Contribution Plan



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



F-16







MULIANG AGRITECH, INC. AND SUBSIDIARIES

NOTES OF CONSOLIDATED FINANCIAL STATEMENTS



NOTE 2 – SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES (CONTINUED)



Statutory Reserve



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



Segment Information



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





F-17







MULIANG AGRITECH, INC. AND SUBSIDIARIES

NOTES OF CONSOLIDATED FINANCIAL STATEMENTS



NOTE 2 – SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES (CONTINUED)



Recent Accounting Pronouncement



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



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



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



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



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



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



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



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



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



· Apply ASC 840 in the comparative
periods.



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



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



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



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





F-18







MULIANG AGRITECH, INC. AND SUBSIDIARIES

NOTES OF CONSOLIDATED FINANCIAL STATEMENTS



NOTE 3 – ACCOUNTS RECEIVABLE



Accounts receivable consisted of the following:



|                                      |  | December 31,  2019 |           |   | December 31,  2018 |  
|------------------------------------- |  | ------------------ | --------- | - | ------------------ | -
|                                      |  |                    |           |   |                    |  
|Accounts receivable                   |  | $                  | 8,047,929 |   |                    | $
|Less: Allowance for doubtful accounts |  |                    | (341,667  | ) |                    |  
|Total, net                            |  | $                  | 7,706,262 |   |                    | $



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





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





F-19







MULIANG AGRITECH, INC. AND SUBSIDIARIES

NOTES OF CONSOLIDATED FINANCIAL STATEMENTS



NOTE 4 – INVENTORIES



Inventories consisted of the following:



|               |  | December 31, 2019 |         |  | December 31, 2018 |  
|-------------- |  | ----------------- | ------- |  | ----------------- | -
|               |  |                   |         |  |                   |  
|Raw materials  |  | $                 | 116,907 |  |                   | $
|Finished goods |  |                   | 145,775 |  |                   |  
|Total, net     |  | $                 | 262,682 |  |                   | $



NOTE 5 – PREPAYMENT





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





NOTE 6 – PROPERTY, PLANT AND EQUIPMENT



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



|                               |  | December 30, |            |   | December 31, |  
|------------------------------ |  | ------------ | ---------- | - | ------------ | -
|                               |  | 2019         |            |   | 2018         |  
|Building                       |  | $            | 12,715,941 |   |              | $
|Operating equipment            |  |              | 2,785,557  |   |              |  
|Vehicle                        |  |              | 81,552     |   |              |  
|Office equipment               |  |              | 20,762     |   |              |  
|Apple orchard                  |  |              | 789,344    |   |              |  
|Construction in progress       |  |              | 1,709,144  |   |              |  
|                               |  |              | 18,102,300 |   |              |  
|Less: Accumulated depreciation |  |              | (3,008,220 | ) |              |  
|                               |  | $            | 15,094,080 |   |              | $



F-20







MULIANG AGRITECH, INC. AND SUBSIDIARIES

NOTES OF CONSOLIDATED FINANCIAL STATEMENTS



NOTE 6 – PROPERTY, PLANT AND EQUIPMENT (CONTINUED)



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



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



NOTE 7 – INTANGIBLE ASSETS



Intangible assets consisted of the following:



|                               |  | December 31, |           |   | December 31, |  
|------------------------------ |  | ------------ | --------- | - | ------------ | -
|                               |  | 2019         |           |   | 2018         |  
|                               |  |              |           |   |              |  
|Land use rights                |  | $            | 3,580,172 |   |              | $
|Non-patented technology        |  |              | 14,389    |   |              |  
|                               |  |              | 3,594,561 |   |              |  
|Less: Accumulated amortization |  |              | (489,722  | ) |              |  
|                               |  | $            | 3,104,839 |   |              | $



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



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



NOTE 8 – DEFERRED TAX ASSETS, NET



The components of the deferred tax assets
are as follows:





|                                 |  | December 31, |        |  | December 31, |  
|-------------------------------- |  | ------------ | ------ |  | ------------ | -
|Deferred tax assets, non-current |  | 2019         |        |  | 2018         |  
|Deficit carried-forward          |  | $            | 19,348 |  |              | $
|Additions                        |  |              | -      |  |              |  
|Deferred tax assets              |  |              | 19,348 |  |              |  
|Less: valuation allowance        |  |              | -      |  |              |  
|Deferred tax assets, non-current |  | $            | 19,348 |  |              | $





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



F-21









MULIANG AGRITECH, INC. AND SUBSIDIARIES

NOTES OF CONSOLIDATED FINANCIAL STATEMENTS



NOTE 9 – LOANS



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





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



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



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





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



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



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



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



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





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







F-22







MULIANG AGRITECH, INC. AND SUBSIDIARIES

NOTES OF CONSOLIDATED FINANCIAL STATEMENTS



NOTE 10 – STOCKHOLDERS DEFICIT



Authorized Stock



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



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



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



Common Share Issuances



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



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



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



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



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



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



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





F-23









MULIANG AGRITECH, INC. AND SUBSIDIARIES

NOTES OF CONSOLIDATED FINANCIAL STATEMENTS



NOTE 10 – STOCKHOLDERS DEFICIT (CONTINUED)



Blank Check
Preferred Stock



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



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



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



Series A Preferred Stock





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





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



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



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





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



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





F-24







MULIANG AGRITECH, INC. AND SUBSIDIARIES

NOTES OF CONSOLIDATED FINANCIAL STATEMENTS



NOTE 11 – RELATED PARTY TRANSACTIONS



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



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



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



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



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



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



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



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





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



*Loan from Ms. Hui Song and her
associated company



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



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



*Accounts payable to and purchase
from related parties



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



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



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





F-25









MULIANG AGRITECH, INC. AND SUBSIDIARIES

NOTES OF CONSOLIDATED FINANCIAL STATEMENTS



NOTE 11 – RELATED PARTY TRANSACTIONS
(CONTINUED)





*Due to related parties



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



|                  |  | December 31, |           |  | December 31, |  |           |             
|----------------- |  | ------------ | --------- |  | ------------ |  | --------- | ------------
|                  |  | 2019         |           |  | 2018         |  |           | Relationship
|Mr. Lirong Wang   |  |              | 861,702   |  |              |  | 1,442,751 |             
|Ms. Xueying Sheng |  |              | 73,474    |  |              |  | 169,743   |             
|Mr. Guohua Lin    |  |              | 74,149    |  |              |  | 3,054     |             
|Total             |  |              | 1,009,325 |  |              |  | 1,615,547 |             



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



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



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





F-26







MULIANG AGRITECH, INC. AND SUBSIDIARIES

NOTES OF CONSOLIDATED FINANCIAL STATEMENTS



NOTE 12 – CONCENTRATIONS



Customers Concentrations



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



|          |  | For the year ended December 31, |          
|--------- |  | ------------------------------- | ---------
|Customers |  | 2019                            |          
|          |  | Amount                          |          
|A         |  |                                 | 3,026,072
|B         |  |                                 | 2,297,573
|C         |  |                                 | N/A      
|D         |  |                                 | N/A      



Suppliers Concentrations



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



|          |  | For the year ended December 31, |          
|--------- |  | ------------------------------- | ---------
|Suppliers |  | 2019                            |          
|          |  | Amount                          |          
|A         |  |                                 | 3,357,250
|B         |  |                                 | 1,649,276
|C         |  |                                 | 616,587  
|D         |  |                                 | -        



F-27







MULIANG AGRITECH, INC. AND SUBSIDIARIES

NOTES OF CONSOLIDATED FINANCIAL STATEMENTS



NOTE 12 – CONCENTRATIONS (CONTINUED)



Credit Risks



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



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



|                                |  | December 31, |         |  | December 31, | 
|------------------------------- |  | ------------ | ------- |  | ------------ | 
|                                |  | 2019         |         |  | 2018         | 
|United States                   |  | $            | -       |  |              | 
|China                           |  |              | 103,868 |  |              | 
|Total cash and cash equivalents |  | $            | 103,868 |  |              | 



F-28







MULIANG AGRITECH, INC. AND SUBSIDIARIES

NOTES OF CONSOLIDATED FINANCIAL STATEMENTS



NOTE 13 – INCOME TAXES



United States



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



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



Hong Kong



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



China, PRC



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



The reconciliation of effective income tax rate as follows:





|                                                  |  | For the Years Ended |      
|------------------------------------------------- |  | ------------------- | -----
|                                                  |  | December 31,        |      
|                                                  |  | 2019                |      
|US Statutory income tax rate                      |  |                     | 21.00
|PRC income tax adjustment                         |  |                     | 4.00 
|Valuation allowance                               |  |                     | 0.00 
|Effect of expenses not deductible for tax purpose |  |                     | 0.00 
|Effect of income tax exemptions and reliefs       |  |                     | 0.00 
|Others                                            |  |                     | (6.35
|Total                                             |  |                     | 18.65



F-29







MULIANG AGRITECH, INC. AND SUBSIDIARIES

NOTES OF CONSOLIDATED FINANCIAL STATEMENTS



NOTE 13 – INCOME TAXES (CONTINUED)



The provision for income taxes consists of the following:



|         |  | For the Years Ended December 31, |        
|-------- |  | -------------------------------- | -------
|         |  | 2019                             |        
|Current  |  | $                                | 72,082 
|Deferred |  |                                  | 433,374
|Total    |  | $                                | 505,456



Accounting for Uncertainty in Income Taxes



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



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





F-30







MULIANG AGRITECH, INC. AND SUBSIDIARIES

NOTES OF CONSOLIDATED FINANCIAL STATEMENTS



NOTE 14 – BUSINESS SEGMENTS



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



|                                   |  | Revenues            |            |  | Cost of Sales       |  
|---------------------------------- |  | ------------------- | ---------- |  | ------------------- | -
|                                   |  | For the Years Ended |            |  | For the Years Ended |  
|                                   |  | December 31,        |            |  | December 31,        |  
|                                   |  | 2019                |            |  | 2018                |  
|Fertilizer                         |  | $                   | 12,178,231 |  |                     | $
|Agricultural products (food) sales |  |                     | 704,019    |  |                     |  
|Total                              |  | $                   | 12,882,250 |  |                     | $



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



NOTE 15 – SUBSEQUENT EVENTS



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



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



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







F-31







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



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



| | Item 9A. | Controls and
    Procedures.
| | -------- | ----------------------------



Evaluation of Disclosure Controls
and Procedures



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



Management’s
Report on Internal Control over Financial Reporting



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



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



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



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



Management’s Remediation Initiatives



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





19







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





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



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





Changes in Internal Controls over financial
reporting



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



| | Item 9B. | Other Information.
| | -------- | ------------------



None.





20







PART III



| | Item 10. | Directors, Executive
    Officers and Corporate Governance.
| | -------- | -----------------------------------------------------------





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



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



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



| | (1) | Member nominees of the Audit Committee
| | --- | --------------------------------------



| | (2) | Member nominees of the Compensation Committee
| | --- | ---------------------------------------------



| | (3) | Member nominees of the Nominating Committee
| | --- | -------------------------------------------



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



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



Vick Bathija,
Independent Director Nominee, Chair of Audit Committee



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



Guofu Zhang,
Independent Director Nominee, Chair of Compensation Committee



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



Scott Silverman,
Independent Director Nominee, Chair of Nomination Committee



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





21







Term of Office





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



Board Committees



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



Family Relationships



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



Certain Legal Proceedings



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



Code of Ethics



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





| | Item 11. | Executive Compensation.
| | -------- | -----------------------



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



Summary Compensation Table



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



Compensation of Directors



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



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





22







Employment Agreements



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





Option Grants



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



Option Exercises and Fiscal Year-End Option Value Table



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



Outstanding Equity Awards at Fiscal Year-End Table



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



Long-Term Incentive Plans and Awards



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





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



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



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



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





23









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



| | * | less
                                         than 1%.
| | - | ------------------------------------------------------





|(1) | Applicable percentages are based on 37,341,954 shares outstanding.                                                                                      
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                         
|(2) | Excluding the 19,000,000 shares of common stock, beneficially owned by Lirong Wang, being exchanging into 19,000,000 shares of Series A Preferred Stock.
|    |                                                                                                                                                         
|(3) | Each share of Series A Preferred Stock is entitled
        to voting power equal to ten shares of common stock.                                         
|(4) | The individual is an independent director nominee and consents to be an independent director upon the Company’s listing on the Nasdaq Capital Market.   





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



Accounts payable to and purchase from
related parties



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



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

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





Due to related party



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





|                  |  | December 31, |           |  | December 31, |  |           |             
|----------------- |  | ------------ | --------- |  | ------------ |  | --------- | ------------
|                  |  | 2019         |           |  | 2018         |  |           | Relationship
|Mr. Lirong Wang   |  |              | 861,702   |  |              |  | 1,442,751 |             
|Ms. Xueying Sheng |  |              | 73,474    |  |              |  | 169,743   |             
|Mr. Guohua Lin    |  |              | 74,149    |  |              |  | 3,054     |             
|Total             |  |              | 1,009,325 |  |              |  | 1,615,547 |             



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



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



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



Independence of the Board of Directors



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





24







| | Item 14. | Principal Accounting
    Fees and Services.
| | -------- | -------------------------------------------



Audit Fees





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



Audit Related Fees



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



Tax Fees



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



All Other Fees



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



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



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



| | ● | approved
                                         by our audit committee; or
| | - | ----------------------------------------------------------------------------

| |  | 
| |  | 

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



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



25







PART IV



| | Item 15. | Exhibits and Financial Statement Schedules.
| | -------- | -------------------------------------------



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



(1)   Financial Statements:



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



(2)   Financial Schedules:



None



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



(3)   Exhibits:



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



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



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



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



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





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









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





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







26







SIGNATURES



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



|                   | MULIANG AGRITECH, INC.
|------------------ | ----------------------
|                   |                       
|Date: May 14, 2020 | By:                   
|                   |                       
|                   |                       



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



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





27