UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended~~December 31, 2017~~September 30, 2023

☐ 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 001-34260

CHINA GREEN AGRICULTURE, INC.

(Exact name of registrant as specified in its charter)

Nevada		36-3526027
(State or other jurisdiction of		(IRS Employer
incorporation or organization)		Identification No.)

3rd floor, Borough A, Block A. No. 181, South Taibai

Road, Xi’an,

Shaanxi province, PRC 710065

(Address of principal executive offices) (Zip Code)

+86-29-88266368

(Issuer’s telephone number, including area code)

Indicate by check mark whether the issuer (1) 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 Web site, 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 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	~~☐ (Do not check if a smaller reporting company)~~☒	Smaller reporting company	☒
		Emerging growth company	☐

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

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

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		CGA		NYSE

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:~~38,551,265~~ 13,380,914 shares of common stock, $0.001 par value, as of ~~February 9, 2018.~~November 20, 2023.

TABLE OF CONTENTS

		Page Number
PART I	FINANCIAL INFORMATION	1
~~Item 1.~~	~~Financial Statements~~	1

Item 1.	Financial Statements (unaudited)	1

	Condensed Consolidated ~~Condensed~~ Balance Sheets Asas of ~~December 31, 2017~~September 30, 2023 and June 30, ~~2017 (Unaudited)~~2023	1
	~~Consolidated Condensed Statements of Income and Comprehensive Income (Loss) For the Three and Six Months Ended December 31, 2017 and 2016 (Unaudited)~~	2
	Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three Months Ended September 30, 2023 and 2022	2

	Condensed Consolidated Statements of Stockholders’ Equity for the Three Months Ended September 30, 2023 and 2022	3

	Condensed Consolidated Statements of Cash Flows ~~For~~for the ~~Six~~Three Months Ended ~~December 31, 2017~~September 30, 2023 and ~~2016~~ ~~(Unaudited)~~2022	34

	Notes to Condensed Consolidated ~~Condensed~~ Financial Statements ~~As of December 31, 2017 (Unaudited)~~	45

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2220

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3629

Item 4.	Controls and Procedures	3730
~~PART II~~	~~OTHER INFORMATION~~	38
~~Item 6.~~	~~Exhibits~~	38
~~Signatures~~		39
PART II	OTHER INFORMATION	31

Item 6.	Exhibits	31

Signatures		32

Exhibits/Certifications		4033

INFORMATION RELATING TO FORWARD-LOOKING STATEMENTS

In addition to historical information, this report contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. You can identify such forward-looking statements by terms such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “would” and similar expressions intended to identify forward-looking statements. Forward-looking statements reflect our current views with respect to future events and are based on assumptions and subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements. These forward-looking statements may include, among other things, statements relating to:

●

our expectations regarding the market for our products and services;

●

our expectations regarding the continued growth of our industry;

●

our beliefs regarding the competitiveness of our products;

●

our expectations regarding the expansion of our manufacturing capacity;

●

our expectations with respect to increased revenue growth and our ability to maintain profitability resulting from increases in our production volumes;

●

our future business development, results of operations and financial condition;

●

competition from other fertilizer and plant producers;

●

the loss of any member of our management team;

●

our ability to integrate acquired subsidiaries and operations into existing operations;

●

market conditions affecting our equity capital;

●

our ability to successfully implement our selective acquisition strategy;

●

changes in general economic conditions;

●

changes in accounting rules or the application of such rules;

●

any failure to comply with the periodic filing and other requirements of The New York Stock Exchange, or NYSE, for continued listing,

●

any failure to identify and remediate the material weaknesses or other deficiencies in our internal control and disclosure control over financial reporting;

Also, forward-looking statements represent our estimates and assumptions only as of the date of this report. You should read this report and the documents that we reference in this report, or that we filed as exhibits to this report, in their entirety and with the understanding that our actual future results may be materially different from what we expect.

Except as required by law, we assume no obligation to update any forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in any forward-looking statements, even if new information becomes available in the future.

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

CHINA GREEN AGRICULTURE, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

December 31, 2017 June 30,
2017

ASSETS
Current Assets
Cash and cash equivalents $ 145,417,158 $ 123,050,548
Accounts receivable, net 120,551,994 140,252,335
Inventories 105,613,585 78,013,891
Prepaid expenses and other current assets 3,709,791 4,201,782
Amount due from related parties 1,565,196 1,412,844
Advances to suppliers, net 20,821,812 24,023,062
Total Current Assets 397,679,536 370,954,462

Plant, Property and Equipment, Net 33,227,748 34,191,332
Deferred Asset, Net 0 864,070
Other Assets 296,256 279,031
Other Non-current Assets 17,201,354 17,829,621
Intangible Assets, Net 21,527,536 22,911,876
Goodwill 8,290,857 8,651,238
Total Assets $ 478,223,287 $ 455,681,630

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable $ 22,783,659 $ 19,643,897
Customer deposits 6,935,326 7,046,570
Accrued expenses and other payables 10,140,609 9,135,312
Amount due to related parties 3,288,189 3,071,102
Taxes payable 2,180,995 �� 2,690,407
Short term loans 6,285,300 7,678,111
Interest payable 324,230 256,904
Derivative liability 70,184 195,812
Total Current Liabilities 52,008,492 49,718,116

Long-term Liabilities
Long-term loan 0 3,549
Convertible notes payable 7,268,851 8,431,912
Total Liabilities $ 59,277,343 $ 58,153,577

Stockholders' Equity
Preferred Stock, $.001 par value, 20,000,000 shares authorized, zero shares issued and outstanding - -
Common stock, $.001 par value, 115,197,165 shares authorized, 38,551,265 shares issued and outstanding as of December 31, 2017 and June 30, 2017, respectively 38,551 38,551
Additional paid-in capital 128,915,651 128,915,651
Statutory reserve 30,104,103 28,962,302
Retained earnings 256,518,126 244,738,993
Accumulated other comprehensive income 3,369,512 (5,127,444 )
Total Stockholders' Equity 418,945,944 397,528,052

Total Liabilities and Stockholders' Equity $ 478,223,287 $ 455,681,629

	September 30, 2023			June 30, 2023

ASSETS
Current Assets
Cash and cash equivalents	$	67,285,823		$	71,142,188
Digital assets		41,564			210,342
Accounts receivable, net		19,908,132			16,455,734
Inventories, net		42,595,553			46,455,131
Prepaid expenses and other current assets		2,668,186			2,603,489
Amount due from related parties		-			27,560
Advances to suppliers, net		14,685,085			14,332,715
Total Current Assets		147,184,343			151,227,159

Plant, property and equipment, net		17,519,818			16,690,245
Other assets		9,734			9,784
Other non-current assets		4,605,489			5,092,721
Intangible assets, net		13,439,658			13,563,635
Deferred Tax Asset		102,233			97,820
Total Assets	$	182,861,275		$	186,681,364

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable	$	1,979,494		$	2,100,449
Customer deposits		5,669,071			5,489,781
Accrued expenses and other payables		15,117,943			14,929,427
Amount due to related parties		5,625,161			5,439,209
Taxes payable		27,033,499			27,070,961
Short term loans		3,756,540			5,346,640

Total Current Liabilities		59,181,708			60,376,467

Long-term Liabilities
Long-term loans		932,280			937,040
Total Liabilities	$	60,113,988			61,313,507

Commitments and Contingencies		-			-

Stockholders’ Equity
Preferred Stock, $.001 par value, 20,000,000 shares authorized, 0 shares issued and outstanding as of September 30, 2023 and June 30, 2023, respectively		-			-
Common stock, $.001 par value, 115,197,165 shares authorized, 13,380,914 and 13,380,914 shares issued and outstanding as of September 30, 2023 and June 30, 2023, respectively		13,381			13,381
Additional paid-in capital		242,090,576			242,090,576
Statutory reserve		26,732,603			26,728,079
Retained earnings		(118,302,403	)		(116,513,686	)
Accumulated other comprehensive loss		(27,786,870	)		(26,950,493	)
Total Stockholders’ Equity		122,747,287			125,367,857

Total Liabilities and Stockholders’ Equity	$	182,861,275		$	186,681,364

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

CHINA GREEN AGRICULTURE, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF ~~INCOME~~OPERATIONS AND

COMPREHENSIVE ~~INCOME (LOSS)~~LOSS

(UNAUDITED)

Three Months Ended
December 31, Six Months Ended
December 31,
2017 2016 2017 2016
Sales
Jinong $ 26,211,280 $ 26,825,674 $ 52,985,040 $ 58,253,394
Gufeng 24,447,721 21,066,559 42,669,787 36,876,073
Yuxing 1,953,748 2,454,314 3,746,391 3,809,725
VIEs - others 11,350,893 8,398,466 27,330,927 21,690,443
Net sales 63,963,642 58,745,013 126,732,145 120,629,635
Cost of goods sold
Jinong 13,265,827 12,332,360 26,378,583 25,601,590
Gufeng 21,160,024 18,138,659 37,146,453 31,523,736
Yuxing 1,536,238 1,934,046 2,928,791 2,979,654
VIEs - others 9,452,987 7,159,707 22,661,751 17,913,386
Cost of goods sold 45,415,076 39,564,772 89,115,578 78,018,366
Gross profit 18,548,566 19,180,241 37,616,567 42,611,269
Operating expenses
Selling expenses 7,682,008 3,965,382 12,861,012 8,977,450
Selling expenses - amortization of deferred asset 0 3,475,438 9,584,220
General and administrative expenses 937,359 4,633,905 7,909,981 7,865,392
Total operating expenses 8,619,367 12,074,725 20,770,993 26,427,062
Income from operations 9,929,199 7,105,516 16,845,574 16,184,207
Other income (expense)
Other income (expense) (276,850 ) (114,115 ) (284,081 ) (155,172 )
Discontinued VIE operation - Zhenbai (330,966 ) 0 (330,966 ) 0
Interest income 130,248 76,494 218,162 153,116
Interest expense (94,587 ) (93,246 ) (274,162 ) (231,791 )
Total other income (expense) (572,155 ) (130,867 ) (671,047 ) (233,847 )
Income before income taxes 9,357,045 6,974,649 16,174,528 15,950,360
Provision for income taxes 1,530,938 1,468,638 3,253,593 3,092,769
Net income 7,826,107 5,506,011 12,920,935 12,857,591
Other comprehensive income (loss)
Foreign currency translation gain (loss) 8,256,738 (1,205,884 ) 8,496,956 (16,447,063 )
Comprehensive income (loss) $ 16,082,845 $ 4,300,127 $ 21,417,891 $ (3,589,472 )

Basic weighted average shares outstanding 38,551,264 37,658,062 38,551,264 37,653,333
Basic net earnings per share $ 0.20 $ 0.15 $ 0.34 $ 0.34
Diluted weighted average shares outstanding 38,551,264 37,658,062 38,551,264 37,653,333
Diluted net earnings per share 0.20 0.15 0.34 0.34

	Three Months Ended September 30,
	2023			2022
Sales
Jinong	$	9,288,758		$	12,148,002
Gufeng		10,421,274			12,578,822
Yuxing		2,342,716			2,870,501
Antaeus		345,114			-
Net sales		22,397,862			27,597,325
Cost of goods sold
Jinong		6,606,614			8,760,170
Gufeng		8,995,321			11,254,877
Yuxing		1,877,527			2,397,469
Antaeus		268,546			-
Cost of goods sold		17,748,008			22,412,516
Gross profit		4,649,854			5,184,809
Operating expenses
Selling expenses		1,879,155			2,437,354
General and administrative expenses		4,556,606			3,285,115
Total operating expenses		6,435,761			5,722,469
Loss from operations		(1,785,907	)		(537,660	)
Other income (expense)
Other (expense)		9,783			27,790
Interest income		55,072			64,000
Interest expense		(67,554	)		(82,244	)
Total other (expense)		(2,699	)		9,546
Loss before income taxes		(1,788,606	)		(528,114	)
Provision for income taxes		(4,413	)		-
Net loss	$	(1,784,193	)		(528,114	)

Other comprehensive loss
Foreign currency translation loss		(836,377	)		(10,920,158	)
Comprehensive loss	$	(2,620,570	)	$	(11,448,272	)

Basic weighted average shares outstanding		13,380,914			12,930,752
Basic net loss per share	$	(0.13	)	$	(0.04	)

Diluted weighted average shares outstanding		13,380,914			12,930,752
Diluted net loss per share	$	(0.13	)	$	(0.04	)

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

CHINA GREEN AGRICULTURE, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF ~~CASH FLOWS~~STOCKHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

(UNAUDITED)

Six Months Ended
December 31,
2017 2016
Cash flows from operating activities
Net income $ 12,920,935 $ 12,857,591
Adjustments to reconcile net income to net cash provided by operating activities
Issuance of common stock and stock options for compensation - 1,282,949
Depreciation and amortization 3,434,389 12,115,909
Gain (Loss) on disposal of property, plant and equipment 15,318 109,304
Amortization of debt discount 377,450 155,335
Change in fair value of derivative liability (114,233 ) (75,918 )
Changes in operating assets
Accounts receivable 19,546,354 (13,023,491 )
Amount due from related parties 1,436,875 (395,616 )
Other current assets 1,019,062 (467,184 )
Inventories (25,678,033 ) 19,962,979
Advances to suppliers 3,625,303 (3,091,976 )
Other assets 974,189 121,719
Changes in operating liabilities
Accounts payable 2,694,536 564,376
Customer deposits (226,314 ) (2,875,222 )
Tax payables (554,210 ) (2,146,115 )
Accrued expenses and other payables 921,456 (7,029,002 )
Interest payable 142,283 113,352
Net cash provided by operating activities 20,535,360 18,178,990

Cash flows from investing activities
Purchase of plant, property, and equipment (11,758 ) (74,353 )
Change in construction in process (11,328 ) -
Net cash used in investing activities (23,086 ) (74,353 )

Cash flows from financing activities
Proceeds from loans 153,300 -
Repayment of loans (1,678,603 ) -
Advance from related party 195,013 300,000
Net cash provided by financing activities (1,330,290 ) 300,000

Effect of exchange rate change on cash and cash equivalents 3,184,627 (4,726,271 )
Net increase in cash and cash equivalents 22,366,611 13,678,366

Cash and cash equivalents, beginning balance 123,050,548 102,896,486
Cash and cash equivalents, ending balance $ 145,417,158 $ 116,574,852

Supplement disclosure of cash flow information
Interest expense paid $ 206,368 $ 231,791
Income taxes paid $ 3,807,803 $ 7,047,713

	Number Of		Common		Additional Paid In		Statutory		Retained			Accumulated Other Comprehensive			Total Stockholders’
	Shares		Stock		Capital		Reserve		Earnings			Loss			Equity
BALANCE, JUNE 30, 2023		13,380,914	$	13,381	$	242,090,576	$	26,728,079	$	(116,513,686	)	$	(26,950,493	)	$	125,367,857

Net loss										(1,784,193	)					(1,784,193	)
Issuance of stock																-

Transfer to statutory reserve								4,524		(4,524	)					-

Other comprehensive loss													(836,377	)		(836,377	)

BALANCE, SEPTEMBER 30, 2023		13,380,914	$	13,381	$	242,090,576	$	26,732,603	$	(118,302,403	)	$	(27,786,870	)	$	122,747,287

	Number Of		Common		Additional Paid In		Statutory		Retained			Accumulated Other Comprehensive			Total Stockholders’
	Shares		Stock		Capital		Reserve		Earnings			Loss			Equity
BALANCE, JUNE 30, 2022		12,141,467	$	12,141	$	224,676,686	$	26,870,968	$	(103,374,589	)	$	(13,414,442	)	$	134,770,764

Net loss										(528,114	)					(528,114	)
Issuance of stock		1,117,142		1,117		16,756,013										16,757,130
Transfer to statutory reserve								119.594		(119,594	)					-

Other comprehensive loss													(10,920,158	)		(10,920,158	)

BALANCE, SEPTEMBER 30, 2022		13,258,609	$	13,259	$	241,432,699	$	26,990,562	$	(104,022,298	)	$	(24,334,600	)	$	140,079,622

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

CHINA GREEN AGRICULTURE, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Three Months Ended September 30,
	2023			2022

Cash flows from operating activities
Net loss	$	(1,784,193	)	$	(528,114	)
Adjustments to reconcile Net loss to net cash provided by (used in) operating activities
Depreciation and amortization		656,959			662,177
Provision for losses on accounts receivable		(538,416	)		-
Inventories impairment		2,379,234			1,735,860
Changes in operating assets
Digital assets		168,777			-
Accounts receivable		(3,024,768	)		(347,169	)
Amount due from related parties		27,631			(5,167	)
Other current assets		(77,657	)		(8,349,885	)
Inventories		1,272,227			(7,691,110	)
Advances to suppliers		(426,393	)		12,793,200
Other assets		464,911			491,281
Deferred tax assets		(4,413	)		-
Changes in operating liabilities
Accounts payable		(112,632	)		71,479
Customer deposits		208,770			(1,510,592	)
Amount due to related parties		-			(11,177	)
Tax payables		(47,678	)		61,229
Accrued expenses and other payables		211,131			381,397
Interest payable		-			(748,919	)
Net cash used in operating activities		(626,510	)		(2,995,510	)
Cash flows from investing activities
Purchase of plant, property, and equipment		(1,507,026	)		(228,541	)
Sales of discontinued operations		-			912,425
Net cash (used in) provided by investing activities		(1,507,026	)		683,884

Cash flows from financing activities
Proceeds from the sale of common stock		-			16,757,130
Proceeds from loans		-			1,167,904
Repayment of loans		(1,574,960	)		-
Advance from related party		191,000			100,000
Net cash (used in) provided by financing activities		(1,383,960	)		18,025,034

Effect of exchange rate change on cash and cash equivalents		(338,869	)		(3,651,176	)
Net (decrease) increase in cash and cash equivalents		(3,856,365	)		12,062,232

Cash and cash equivalents, beginning balance		71,142,188			57,770,303
Cash and cash equivalents, ending balance	$	67,285,823		$	69,832,535

Supplement disclosure of cash flow information
Interest expense paid	$	67,554		$	82,244
Income taxes paid	$	60,650		$	84,622

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

CHINA GREEN AGRICULTURE, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 -– ORGANIZATION AND DESCRIPTION OF BUSINESS

China Green Agriculture, Inc. (the “Company”, “Parent Company” or “Green Nevada”), through its subsidiaries, is engaged in the research, development, production, distribution and sale of humic acid-based compound fertilizer, compound fertilizer, blended fertilizer, organic compound fertilizer, slow-release fertilizers, ~~highly-concentrated~~highly concentrated water-soluble fertilizers and mixed organic-inorganic compound fertilizer and the development, production, and distribution of agricultural products.

Unless the context indicates otherwise, as used in this Report, the following are the references herein of all the subsidiaries of the Company (i) Green Agriculture Holding Corporation (“Green New Jersey”), a wholly-owned subsidiary of Green Nevada, incorporated in the State of New Jersey; (ii) Shaanxi TechTeam Jinong Humic Acid Product Co., Ltd. (“Jinong”), a wholly-owned subsidiary of Green New Jersey organized under the laws of the PRC; (iii) Xi’an Hu County Yuxing Agriculture Technology Development Co., Ltd. (“Yuxing”), a Variable Interest Entity (“VIE”) in the in the ~~People’s Republic of China (the “PRC”)~~PRC controlled by Jinong through a series of contractual agreements; (iv) Beijing Gufeng Chemical Products Co., Ltd., a wholly-owned subsidiary of Jinong in the PRC (“Gufeng”), ~~and~~ (v) Beijing Tianjuyuan Fertilizer Co., Ltd., Gufeng’s wholly-owned subsidiary in the PRC (“Tianjuyuan”)., and (vi)Antaeus Tech, Inc. (“Antaeus”), a wholly-owned subsidiary of Green Nevada incorporated in the State of Delaware.

On June 30, 2016 the Company, through its wholly-owned subsidiary Jinong, entered into strategic acquisition agreements and a series of contractual agreements with the shareholders of the following six companies that are organized under the laws of the PRC and would be deemed VIEs: Shaanxi Lishijie Agrochemical Co., Ltd. (“Lishijie”), Songyuan Jinyangguang Sannong Service Co., Ltd. (“Jinyangguang”), Shenqiu County Zhenbai Agriculture Co., Ltd. (“Zhenbai”), Weinan City Linwei District Wangtian Agricultural Materials Co., Ltd. (“Wangtian”), Aksu Xindeguo Agricultural Materials Co., Ltd. (“Xindeguo”), and Xinjiang Xinyulei Eco-agriculture Science and Technology co., Ltd. (“Xinyulei”). On January 1, 2017, the Company, through its ~~wholly-owned~~wholly owned subsidiary Jinong, entered into strategic acquisition agreements and a series of contractual agreements with the shareholders of the following two companies that are organized under the laws of the PRC and would be deemed VIEs, Sunwu County Xiangrong Agricultural Materials Co., Ltd. (“Xiangrong”), and Anhui Fengnong Seed Co., Ltd. (“Fengnong”).

On November 30, 2017, the Company, through its ~~wholly-owned~~wholly owned subsidiary Jinong, discontinued the strategic acquisition agreements and the series of contractual agreements with the shareholders of Zhenbai.

~~Yuxing, Lishijie, Jinyangguang, Wangtian,~~On June 2, 2021, the Company, through its wholly owned subsidiary Jinong, discontinued the strategic acquisition agreements and the series of contractual agreements with the shareholders of Xindeguo, Xinyulei ~~Xiangrong~~ and ~~Fengnong may also collectively be referred~~Xiangrong.

On December 1, 2021, the Company, through its wholly owned subsidiary Jinong, discontinued the strategic acquisition agreements and the series of contractual agreements with the shareholders of Lishijie.

On December 31, 2021, the Company, through its wholly owned subsidiary Jinong, discontinued the strategic acquisition agreements and the series of contractual agreements with the shareholders of Fengnong.

On March 31, 2022, the Company, through its wholly owned subsidiary Jinong, discontinued the strategic acquisition agreements and the series of contractual agreements with the shareholders of Jinyangguang and Wangtian.

On March 13, 2023, the Company established Antaeus Tech Inc. (“Antaeus”) in the State of Delaware. In April 2023, Antaeus started to aspurchase digital assets mining machines and to mine Bitcoin in West Texas.

Our current corporate structure is set forth in the ~~“the VIE Companies”; Lishijie, Jinyangguang, Zhenbai, Wangtian, Xindeguo, Xinyulei, Xiangrong and Fengnong~~following diagram:

Yuxing may also collectively be referred to as “the ~~sales VIEs” or “the sales~~ VIE ~~companies”~~Company”.

~~The Company’s corporate structure as of December 31, 2017 is set forth in the diagram below:~~

NOTE 2 -– BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principle of consolidation

The accompanying consolidated financial statements include the accounts of the Company and its ~~wholly-owned~~wholly owned subsidiaries, Green New Jersey, Jinong, Gufeng, Tianjuyuan, Yuxing and ~~the VIE Companies.~~Antaeus. All significant inter-company accounts and transactions have been eliminated in consolidation.

For purposes of comparability, certain prior period amounts have been reclassified to conform to the current year presentation in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

Effective June 16, 2013, Yuxing was converted from being a ~~wholly-owned~~wholly owned foreign enterprise 100% owned by Jinong to a domestic enterprise 100% owned by one natural person, who is not affiliated ~~with~~to the Company (“Yuxing’s Owner”). Effective the same day, Yuxing’s Owner entered into a series of contractual agreements with Jinong pursuant to which Yuxing became the VIE of Jinong.

VIE assessment

A VIE is an entity (1) that has total equity at risk that is not sufficient to finance its activities without additional subordinated financial support from other entities, (2) where the group of equity holders does not have the power to direct the activities of the entity that most significantly impact the entity’s economic performance, or the obligation to absorb the entity’s expected losses or the right to receive the entity’s expected residual returns, or both, or (3) where the voting rights of some investors are not proportional to their obligations to absorb the expected losses of the entity, their rights to receive the expected residual returns of the entity, or both, and substantially all of the entity’s activities either involve or are conducted on behalf of an investor that has disproportionately few voting rights. In order to determine if an entity is considered a VIE, the Company first performs a qualitative analysis, which requires certain subjective decisions regarding its assessments, including, but not limited to, the design of the entity, the variability that the entity was designed to create and pass along to its interest holders, the rights of the parties, and the purpose of the arrangement. If the Company cannot conclude after a qualitative analysis whether an entity is a VIE, it performs a quantitative analysis. The qualitative analysis considered the design of the entity, the risks that cause variability, the purpose for which the entity was created, and the variability that the entity was designed to pass along to its variable interest holders. When the primary beneficiary could not be identified through a qualitative analysis, we used internal cash flow models to compute and allocate expected losses or expected residual returns to each variable interest holder based upon the relative contractual rights and preferences of each interest holder in the VIE’s capital structure.

Use of estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the amount of revenues and expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made. However, actual results ~~could~~and outcomes may differ ~~materially~~ from ~~those results.~~management’s estimates and assumptions due to risks and uncertainties.

Leases

The Company determines if an arrangement is a lease or contains a lease at inception. Operating lease right-of-use assets and lease liabilities are recognized at commencement based on the present value of lease payments over the lease term. As the implicit rate is typically not readily determinable in the Company’s lease agreements, the Company uses its incremental borrowing rate as of the lease commencement date to determine the present value of the lease payments. The incremental borrowing rate is based on the Company’s specific rate of interest to borrow on a collateralized basis, over a similar term and in a similar economic environment as the lease. Lease expense is recognized on a straight-line basis over the lease term. Leases with an initial term of 12 months or less are not recognized on the balance sheet; the Company recognizes lease expense for these leases on a straight-line basis over the lease term. Additionally, the Company accounts for lease and non-lease components as a single lease component for its identified asset classes. As of September 30, 2023, the Company does not have any material leases for the implementation of ASC 842.

Cash and cash equivalents and concentration of cash

For statement of cash flows purposes, the Company considers all cash on hand and in banks, certificates of deposit with state owned banks in the ~~People’s Republic of China (“PRC”)~~PRC and banks in the United States, and other highly-liquid investments with maturities of three months or less, when purchased, to be cash and cash equivalents. The Company maintains large sums of cash in three major banks in China. The aggregate cash in such accounts and on hand as of ~~December 31, 2017~~September 30, 2023 and June 30, ~~2017~~2023 were ~~$145,417,158~~$67,166,687 and ~~$123,050,548,~~$69,091,838, respectively. ~~The~~There is no insurance securing these deposits in China. In addition, the Company also had ~~$145,409,838~~$119,136 and ~~$122,907,629~~$2,050,350 in cash in ~~banks in China, and also had $7,320 and $142,919 in cash in two~~three banks in the United States as of ~~December 31, 2017~~September 30, 2023 and June 30, ~~2017,~~2023, respectively. Cash ~~overdrafts~~overdraft as of a balance sheet date will be reflected as liabilities in the balance sheet. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant risks on its cash in bank accounts.

~~Accounts receivable~~Digital Assets

Digital assets are included in current assets in the condensed consolidated balance sheets. Digital assets are accounted for as indefinite-lived intangible assets, and are initially measured in accordance with FASB Accounting Standards Codification (“ASC”) Topic 350 – Intangibles-Goodwill and Other. The ~~Company’s policy is to maintain reserves for potential credit~~Company measures gains or losses on ~~accounts receivable.~~ the disposition of digital assets in accordance with the first-in-first-out (“FIFO”) method of accounting.

Digital assets are not amortized, but are assessed for impairment annually, or more frequently, when events or changes in circumstances occur indicating that it is more likely than not that the indefinite-lived intangible asset is impaired. Whenever the exchange-traded price of digital assets declines below its carrying value, the Company has determined that an impairment exists and records an impairment equal to the amount by which the carrying value exceeds the fair value.

As of September 30, 2023, the Company held Bitcoin as digital assets with amount of $41,564. Bitcoin is classified on our balance sheet as a current asset due to the Company’s ability to sell it in a highly liquid marketplace and its intent to liquidate its Bitcoin to support operations when needed. As of September 30, 2023, the Company determined that there were no impairments of its digital assets.

Accounts receivable

Management regularly reviews the composition of accounts receivable and analyzes customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy of these reserves at each year-end. Accounts considered uncollectible are ~~written~~provisioned for /written off ~~through a charge to the valuation allowance.~~based upon management’s assessment. As of ~~December 31, 2017,~~September 30, 2023, and June 30, ~~2017,~~2023, the Company had accounts receivable of ~~$122,117,190~~$19,908,132 and ~~$141,665,179,~~$16,455,734, net of allowance for doubtful accounts of ~~$13,949,452~~$50,913,569 and ~~$9,457,423,~~$54,708,486, respectively. The impact of COVID-19 caused the difficulty of accounts receivable collection from 2020 as numerous distributors encountered significant difficulties and/or hardships in their businesses amid the pandemic. The company recorded bad debt expense in the amount of $(538,416) and $0 for the three months ended September 30, 2023 and 2022, respectively. The Company adopts no policy to accept product returns after the sales delivery.

Inventories

Inventory is valued at the lower of cost (determined on a weighted average basis) or market. Inventories consist of raw ~~materials;~~materials, work in process, finished goods and packaging materials. The Company reviews its inventories regularly for possible obsolete goods and establishes reserves when determined necessary.

~~Deferred assets~~ As of September 30, 2023, and 2022, the Company had no reserve for obsolete goods. The company confirmed the loss of $2.4 million and $1.7 million of inventories for the three months ended September 30, 2023 and 2022, respectively.

Deferred assets represent amounts that the distributors owed to the Company in their marketing efforts and developing standard stores to expand the Company’s products’ competitiveness and market shares. The amount owed to the Company to assist its distributors will be expensed over three years, which is the term as stated in the cooperation agreement, as long as the distributors are actively selling the Company’s products. For the six months ended December 31, 2017 and 2016, the Company amortized $864,070 and $9,894,637 respectively, of the deferred assets. If a distributor breaches, defaults, or terminates the agreement with the Company within the three-year period, the outstanding unamortized portion of the amount owed will become payable to the Company immediately.

The deferred assets consist of items inside the distributors’ stores such as furniture, racks, cabinets, and display units, and items outside or attached to the distributors’ stores such as signage and billboards. These types of assets would be capitalized as fixed assets if the Company actually owned the stores or utilized the assets for its own operations. These assets would also be capitalized as leasehold improvements if the Company leased these stores from the distributors. Therefore, the Company believes that under U.S. generally accepted accounting principles, these types of asset purchases are properly capitalized. In addition, the Company believes that these assets are properly classified as deferred assets because if a distributor breaches, defaults, or terminates the agreement with the Company within a three-year period, a proportionate amount expended by the Company is to be repaid by the distributor.

The assets inside the distributors’ stores are custom made to fit the layout of each individual store and the signage and billboards are also custom designed to fit the specific location. The assets were purchased by the Company directly from the manufacturers and installed in the distributors’ stores. The Company wants to maintain control over the quality of the items being purchased as well as making them uniform among all the distributor locations.

Intangible Assets

The Company records intangible assets acquired individually or as part of a group at fair value. Intangible assets with definitive lives are amortized over the useful life of the intangible asset, which is the period over which the asset is expected to contribute directly or indirectly to the entity’s future cash flows. The Company evaluates intangible assets for impairment at least annually and more often whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Whenever any such impairment exists, an impairment loss will be recognized for the amount by which the carrying value exceeds the fair value. The Company has not recorded impairment of intangible assets as of September 30, 2023 and 2022, respectively.

Customer deposits

Payments received before all of the relevant criteria for revenue recognition are satisfied are recorded as customer deposits. When all revenue recognition criteria are met, the customer deposits are recognized as revenue. As of ~~December 31, 2017,~~September 30, 2023, and June 30, ~~2017,~~2023, the Company had customer deposits of ~~$6,935,326~~$5,669,071 and ~~$7,046,570,~~$5,489,781, respectively.

Earnings per share

Basic earnings per share ~~are~~is computed based on the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share is computed based on the weighted average number of shares of common stock plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method. Dilutive potential common shares include outstanding stock options and stock awards.

The components of basic and diluted earnings per share consist of the following:

Three Months Ended
December 31,
2017 2016
Net Income for Basic Earnings Per Share $ 7,826,107 $ 5,506,011
Basic Weighted Average Number of Shares
38,551,264
37,658,062
Net Income Per Share – Basic $ 0.20 $ 0.15
Net Income for Diluted Earnings Per Share $ 7,826,107 $ 5,506,011
Diluted Weighted Average Number of Shares
38,551,264
37,658,062
Net Income Per Share – Diluted $ 0.20 $ 0.15
Three Months Ended
September 30,
2023 2022
Net loss for Basic Earnings Per Share $ (1,784,193 ) $ (528,114 )
Basic Weighted Average Number of Shares 13,380,914 12,930,752
Net loss Per Share – Basic $ (0.13 ) $ (0.04 )
Net loss for Diluted Earnings Per Share $ (1,784,193 ) $ (528,114 )
Diluted Weighted Average Number of Shares 13,380,914 12,930,752
Net loss Per Share – Diluted $ (0.13 ) $ (0.04 )

Six Months Ended
December 31,
2017 2016
Net Income for Basic Earnings Per Share $ 12,920,935 $ 12,857,591
Basic Weighted Average Number of Shares 38,551,264 37,653,333
Net Income Per Share – Basic $ 0.34 $ 0.34
Net Income for Diluted Earnings Per Share $ 12,920,935 $ 12,857,591
Diluted Weighted Average Number of Shares 38,551,264 37,653,333
Net Income Per Share – Diluted $ 0.34 $ 0.34

Recent accounting pronouncements

~~In November 2015, the FASB issued ASU No. 2015-17,~~~~Balance Sheet Classification of Deferred Taxes~~. The new guidance requires that all deferred tax assets and liabilities, along with any related valuation allowance, be classified as noncurrent on the balance sheet. This update is effective for annual periods beginning after December 15, 2016 and interim periods within those annual periods. The Company has evaluated all recently issued accounting pronouncements and does not ~~anticipate the adoption of this ASU will~~believe any such pronouncements currently have, ~~a significant impact on its consolidated financial position, results of operations, or cash flows.~~
~~In February 2016, the FASB issued ASU No. 2016-02,~~~~Leases (Topic 842)~~~~. The guidance in ASU No. 2016-02 supersedes the lease recognition requirements in ASC Topic 840,~~~~Leases (FAS 13)~~~~. ASU 2016-02 requires an entity to recognize assets~~ and liabilities arising from a lease for both financing and operating leases, along with additional qualitative and quantitative disclosures. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. The Company is currently evaluating the effect this standard will have on its consolidated financial statements.
~~In March 2016, the FASB issued ASU 2016-09,~~~~Improvements to Employee Share Based Payment Accounting~~, to simplify several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The guidance will be effective for annual periods beginning after December 15, 2016 and interim periods within those annual periods. Early adoption is permitted, including adoption in an interim period. The Company is currently evaluating the impact of the adoption of this newly issued guidance to its consolidated financial statements.
In April 2016, the FASB issued ASU 2016-10, “Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing” (“ASU 2016-10”), which clarifies the following two aspects of Topic 606: (a) identifying performance obligations; and (b) the licensing implementation guidance. The amendments do not change the core principle of the guidance in Topic 606. The new guidance is effective for annual periods beginning after December 15, 2017, including interim periods within those annual periods, which will be our interim period beginning January 1, 2018. Early adoption is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The Company is currently evaluating the impact of adopting this standard on its consolidated financial statements.
In May 2016, the FASB issued ASU 2016-11, “Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815): Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-06 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting” (“ASU 2016-11”), which clarifies revenue and expense recognition for freight costs, accounting for shipping and handling fees and costs, and accounting for consideration given by a vendor to a customer. The new guidance is effective for annual periods beginning after December 15, 2017, including interim periods within those annual periods, which will be our interim period beginning January 1, 2018. Early adoption is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The Company is currently evaluating the impact of adopting this standard on its consolidated financial statements.
In May 2016, the FASB issued ASU 2016-12, “Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients” (“ASU 2016-12”), which amends the guidance in the new revenue standard on collectability, noncash consideration, presentation of sales tax, and transition. The amendments are intended to address implementation issues and provide additional practical expedients to reduce the cost and complexity of applying the new revenue standard. The new guidance is effective for annual periods beginning after December 15, 2017, including interim periods within those annual periods, which will be our interim period beginning January 1, 2018. Early adoption is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The Company is currently evaluating the impact of adopting this standard on its consolidated financial statements.
In August 2016, the FASB issued ASU 2016-15, regarding ASC Topic 230 “Statement of Cash Flows.” This update addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice. The new guidance is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Early adoption is permitted. The Company does not expect ~~the adoption of this standard to have a significant effect on our consolidated financial statements.~~
In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): “Restricted Cash”(“ASU 2016-18”). ASU 2016-18 requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. This update is effective in fiscal years, including interim periods, beginning after December 15, 2017 and early adoption is permitted. The adoption of this guidance will result in the inclusion of the restricted cash balances within the overall cash balance and removal of the changes in restricted cash activity, which is currently recognized in Other financing activities, on the Statements of Consolidated Cash Flows. Furthermore, an additional reconciliation will be required to reconcile Cash and cash equivalents and restricted cash reported within the Consolidated Balance Sheets to sum to the total shown in the Statements of Consolidated Cash Flows. The Company anticipates adopting this new guidance effective January 1, 2018. The Company is currently evaluating this guidance and the impact it will have on the Consolidated Financial Statements and disclosures.

In January 2017, the FASB issued Accounting Standards Update No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business (ASU 2017-01), which revises the definition of a business and provides new guidance in evaluating when a set of transferred assets and activities is a business. This guidance will be effective for us in the first quarter of 2018 on a prospective basis, and early adoption is permitted. We do not expect the standard to have a material impact on our consolidated financial statements.
In May 2017, the FASB issued ASU No. 2017-09, “Compensation—Stock compensation (Topic 718): Scope of modification accounting” (“ASU 2017-09”). The purpose of the amendment is to clarify which changes to the terms or condition of a share-based payment award require an entity to apply modification accounting. For all entities that offer share based payment awards, ASU 2017-09 is effective for interim and annual reporting periods beginning after December 15, 2017. The Company is currently assessing the impact of ASU 2017-09 on its condensed consolidated financial statements.
~~Other recent accounting~~such pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or was not believed by management to have, a material impact on the ~~Company’s present or future financial statements.~~Condensed Consolidated Financial Statements on a prospective basis.
NOTE 3 – GOING CERCERN

The Company’s financial statements are prepared assuming that the Company will continue as a going concern. The Company has incurred operating losses and had negative operating cash flows during the reporting period from July 1, 2023 through September 30, 2023 and may continue to incur operating losses and generate negative cash flows as the Company implements its future business plan. If the situation exists, there could be substantial doubt about the Company’s ability to continue as going concern.
To meet its working capital needs through the next twelve months and to fund the growth of the Company, the Company may consider plans to raise additional funds through the issuance of equity or borrow loan from local bank. The ability of the Company to continue as a going concern is dependent upon its ability to successfully execute its new business strategy and eventually attain profitable operations.
The accompanying financial statements do not include any adjustments to reflect the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as going concern.

NOTE ~~3 -~~4 – INVENTORIES

Inventories consisted of the following:

December 31, June 30, September 30, June 30,
2017 2017 2023 2023
Raw materials $ 29,590,560 $ 39,397,711 $ 7,377,961 $ 11,617,989
Supplies and packing materials $ 733,214 $ 540,151 $ 407,456 $ 410,904
Work in progress $ 436,445 $ 421,496 $ 170,203 $ 172,248
Finished goods $ 74,853,366 $ 37,655,533 $ 34,639,933 $ 34,253,990
Total $ 105,613,585 $ 78,013,891 $ 42,595,553 $ 46,455,131
The company confirmed the loss of $2.4 million and $1.7 million of inventories for the three months ended September 30, 2023 and 2022, respectively.
NOTE ~~4 -~~5 – PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consisted of the following:

December 31, June 30, September 30, June 30,
2017 2017 2023 2023
Building and improvements $ 41,038,672 $ 40,113,868 $ 36,877,178 $ 37,065,465
Auto 3,528,765 3,473,352 2,703,358 2,716,931
Machinery and equipment 19,045,164 18,760,880 18,522,972 18,608,254
Agriculture assets 780,234 764,660
Others 1,502,600 -
Total property, plant and equipment 64,392,835 63,111,079 59,606,108 58,390,650
Less: accumulated depreciation (31,165,087 ) (28,919,747 ) (42,086,290 ) (41,700,404 )
Total $ 33,227,748 $ 34,191,332 $ 17,519,818 $ 16,690,246

For the three months ended September 30, 2023, total depreciation expense was $601,458, decreased $2,072, or 0.3%, from $603,530 for the three months ended September 30, 2022.
NOTE ~~5 -~~6 – INTANGIBLE ASSETS AND DIGITAL ASSETS

Intangible assets consisted of the following:

December 31, June 30, September 30, June 30,
2017 2017 2023 2023
Land use rights, net $ 10,200,036 $ 10,121,591 $ 7,767,607 $ 7,862,624
Technology patent, net 0 - - -
Customer relationships, net 4,311,416 5,578,641 - -
Non-compete agreement 772,229 1,092,584 - -
Trademarks 6,243,855 6,119,059 5,672,051 5,701,011
Total $ 21,527,536 $ 22,911,876 $ 13,439,658 $ 13,563,635

LAND USE RIGHT

On September 25, 2009, Yuxing was granted a land use right for approximately 88 acres (353,000 square meters or 3.8 million square feet) by the People’s Government and Land & Resources Bureau of Hu County, Xi’an, Shaanxi Province. The fair value of the related intangible asset was determined to be the respective cost of ~~RMB73, 184,895~~RMB73,184,895 (or ~~$11,219,244)~~$10,033,649). The intangible asset is being amortized over the grant period of 50 years using the straight-line method.

On August 13, 2003, Tianjuyuan was granted a certificate of Land Use Right for a parcel of land of approximately 11 acres (42,726 square meters or 459,898 square feet) at Ping Gu District, Beijing. The purchase cost was recorded at RMB1,045,950 (or ~~$160,344)~~$143,400). The intangible asset is being amortized over the grant period of 50 years.

On August 16, 2001, Jinong received a land use right as a contribution from a shareholder, which was granted by the People’s Government and Land & Resources Bureau of Yangling District, Shaanxi Province. The fair value of the related intangible asset at the time of the contribution was determined to be RMB7,285,099 (or ~~$1,116,806)~~$998,787). The intangible asset is being amortized over the grant period of 50 years.

The Land Use Rights consisted of the following:

December 31, June 30, September 30, June 30,
2017 2017 2023 2023
Land use rights $
12,496,394
12,246,630 $ 11,032,436 11,088,765
Less: accumulated amortization (2,296,358 ) (2,125,039 ) (3,264,829 ) (3,226,141 )
Total land use rights, net $ 10,200,036 10,121,591 $ 7,767,607 7,862,624

TECHNOLOGY PATENT

On August 16, 2001, Jinong was issued a technology patent related to a proprietary formula used in the production of humic acid. The fair value of the related intangible asset was determined to be the respective cost of RMB 5,875,068 (or ~~$900,648)~~$805,472) and is being amortized over the patent period of 10 years using the straight-line method. This technology patent has been fully amortized.

On July 2, 2010, the Company acquired Gufeng and its wholly-owned subsidiary Tianjuyuan. The fair value of the acquired technology patent was estimated to be RMB9,200,000 (or ~~$1,410,360)~~$1,261,320) and is amortized over the remaining useful life of six years using the straight-line method. As of ~~June~~September 30, ~~2016,~~2023, this technology patent is fully amortized.

The technology know-how consisted of the following:

December 31, June 30, September 30, June 30,
2017 2017 2023 2023
Technology know-how $ 2,311,008 $ 2,264,818 $ 2,066,792 $ 2,077,344
Less: accumulated amortization (2,311,008 ) (2,264,818 ) (2,066,792 ) (2,077,344 )
Total technology know-how, net $ - $ - $ - $ -

CUSTOMER RELATIONSHIPS

On July 2, 2010, the Company acquired Gufeng and its wholly-owned subsidiary Tianjuyuan. The fair value of the acquired customer relationships was estimated to be RMB65,000,000 (or ~~$9,964,500)~~$8,911,500) and is amortized over the remaining useful life of ten years. On June 30, 2016 and January 1, 2017, the Company acquired the sales VIE Companies. The fair value of the acquired customer relationships was estimated to be RMB16,472,179 (or $ 2,525,185) and is amortized over the remaining useful life of seven to ten years.

December 31, June 30, September 30, June 30,
2017 2017 2023 2023
Customer relationships $ 12,222,549 $ 12,757,628 $ 8,911,500 $ 8,957,000
Less: accumulated amortization (7,911,133 ) (7,178,987 ) (8,911,500 ) (8,957,000 )
Total customer relationships, net $ 4,311,416 $ 5,578,641 $ - $ -

NON-COMPETE AGREEMENT

On July 2, 2010, the Company acquired Gufeng and its wholly-owned subsidiary Tianjuyuan. The fair value of the acquired non-compete agreement was estimated to be RMB1,320,000 (or $202,356) and is amortized over the remaining useful life of five years using the straight-line method. On June 30, 2016 and January 1, 2017, the Company acquired the sales VIE Companies. The fair value of the acquired non-compete agreements was estimated to be RMB6,150,683 (or $ 942,900)$180,972) and is amortized over the remaining useful life of five years using the straight-line method.

December 31, June 30, September 30, June 30,
2017 2017 2023 2023
Non-compete agreement $ 1,251,454 $ 1,515,218 $ 180,972 $ 181,896
Less: accumulated amortization (479,225 ) (422,634 ) (180,972 ) (181,896 )
Total non-compete agreement, net $ 772,229 $ 1,092,584 $ - $ -

TRADEMARKS

On July 2, 2010, the Company acquired Gufeng and its wholly-owned subsidiary Tianjuyuan. The preliminary fair value of the acquired trademarks was estimated to be ~~RMB40,700,000~~RMB41, 371,630 (or ~~$6,239,310)~~$5,672,051) and is subject to an annual impairment test.

AMORTIZATION EXPENSE

Estimated amortization expenses of intangible assets for the next five twelve months periods ended ~~December 31,~~September 30, are as follows:

Twelve Months Ended on December 31, Expense ($)
2018 1,932,908
2019 1,932,908
2020 1,371,461
2021 628,535
2022 588,448
Twelve Months Ended on September 30, Expense
($)
2024 286,798
2025 247,300
2026 228,983
2027 220,306
2028 220,306
DIGITAL ASSETS
On March 13, 2023, the Company established Antaeus Tech Inc. (“Antaeus”) in the State of Delaware. In April 2023, Antaeus started to purchase digital assets mining machines and to mine Bitcoin in West Texas. As of September 30, 2023, the company held digital assets with amount of $41,564.
NOTE ~~6 -~~7 – OTHER NON-CURRENT ASSETS

Other non-current assets mainly include advance payments related to leasing land for use by the Company. As of ~~December 31, 2017,~~September 30, 2023, the balance of other non-current assets was ~~$17,201,354, consisting of~~$4,605,489, which was the lease fee advances for agriculture lands that the Company engaged in Shiquan County from ~~2018~~2025 to 2027.

In March 2017, Jinong entered into a lease agreement for approximately 3,400 mu, and ~~2600 hectare~~2600-hectare agriculture lands in Shiquan County, Shaanxi Province. The lease was from April 2017 and was renewable for every ten-year period up to 2066. The aggregate leasing fee was approximately RMB 13 million per annum, The Company had made 10-year advances of leasing fee per lease terms. The Company has amortized ~~$.5~~$0.5 million and $0.5 million as expenses for the three months ended ~~December 31, 2017.~~September 30, 2023 and 2022, respectively.

Estimated amortization expenses of the lease advance payments for the next four twelve-month periods ended ~~December 31~~September 30 and thereafter are as follows:

Twelve months ending December 31,
2018 $ 2,058,053
2019 $ 2,058,053
2020 $ 2,058,053
2021 $ 2,058,053
2022 and thereafter $ 11,174,456
Twelve months ending September 30,
2024 $ 1,840,568
2025 $ 1,840,568
2026 $ 1,840,568
2027 $ 924,354
NOTE ~~7 -~~8 – ACCRUED EXPENSES AND OTHER PAYABLES

Accrued expenses and other payables consisted of the following:

December 31, June 30, September 30, June 30,
2017 2017 2023 2023
Payroll payable $ 101,302 $ 103,412
Welfare payable 157,384 154,239
Payroll and welfare payable $ 165,186 $ 188,222
Accrued expenses 5,101,131 4,863,988 10,135,859 9,805,444
Other payables 4,652,225 3,887,676 4,701,917 4,820,193
Other levy payable 128,567 125,998 114,981 115,568
Total $ 10,140,609 $ 9,135,313 $ 15,117,943 $ 14,929,427

NOTE ~~8 -~~9 – AMOUNT DUE TO RELATED PARTIES ~~TRANSACTIONS~~
At the end of December 2015, Yuxing entered into a sales agreement with the Company’s affiliate, 900LH.com Food Co., Ltd. (“900LH.com”, previously announced as Xi’an Gem Grain Co., Ltd) pursuant to which Yuxing is to supply various vegetables to 900LH.com for its incoming seasonal sales at the holidays and year ends (the “Sales Agreement”). The contingent contracted value of the Sales Agreement is RMB 25,500,000 (approximately $3,496,050). For the three months ended September 30, 2023 and 2022, Yuxing hadn’t sold any products to 900LH.com.
The amount due from 900LH.com to Yuxing was $0 and $27,560 as of September 30, 2023 and June 30, 2023, respectively.

As of ~~December 31, 2017,~~September 30, 2023, and June 30, ~~2017,~~2023, the amount due to related parties was ~~$3,288,189~~$5,625,161 and ~~$3,071,102,~~$5,439,209, respectively.  As of ~~December 31, 2017,~~September 30, 2023, and June 30, ~~2017, $1,073,100~~2023, $959,700 and ~~$1,051,652,~~$964,600, respectively were amounts that Gufeng borrowed from a related party, Xi’an Techteam Science& Technology Industry (Group) Co. Ltd., a company controlled by Mr. Zhuoyu Li, Chairman and CEO of the Company, representing unsecured, non-interest-bearing loans that are due on demand.  These loans are not subject to written agreements. As of September 30, 2023, and June 30, 2023, $2,336,693 and $2,261,693, respectively were advances from Mr. Zhuoyu Li, Chairman and CEO of the Company. The advances were unsecured and non-interest-bearing. As of September 30, 2023, and June 30, 2023, $116,000 and $0, respectively were advances from Mr. Zhibiao Pan, Co-CEO of the Company. The advances were unsecured and non-interest-bearing.
As of September 30, 2023, and June 30, 2023, the Company’s subsidiary, Jinong, owed 900LH.com $990 and $995, respectively.

On ~~June 29, 2016,~~July 1, 2022, Jinong signed an office lease with Kingtone Information Technology Co., Ltd. (“Kingtone Information”), of which Mr. Zhuoyu Li, Chairman and CEO of the Company, ~~serves~~served as ~~Chairman of its board of directors.~~Chairman. Pursuant to the lease, Jinong rented 612 square meters (approximately 6,588 square feet) of office space from Kingtone Information. The lease provides for a two-year term effective as of July 1, ~~2016~~2022 with monthly rent of ~~RMB24,480~~RMB28,000 (approximately ~~$3,686)~~$3,839).

NOTE 9-10 – LOAN PAYABLES

As of ~~December 31, 2017,~~September 30, 2023, the short-term and long-term loan payables consisted of four loans which mature on dates ranging from ~~October 25, 2017~~June 5, 2024 through ~~July 30, 2018~~August 18, 2024 with interest rates ranging from ~~5.22%~~3.65% to ~~6.31%~~5.00%. ~~Loan No.4 in the table below is guaranteed with parent company’s credit from Jinong: Loans No. 1, 2 and 3 below~~The first three loans are collateralized by Tianjuyuan’s land use right and building ownership right.

No. Payee Loan period per agreement Interest Rate December 31,
2017
1 Postal Saving Bank of China - Pinggu Branch March 24, 2017-March 5, 2018 6.31 % $ 4,599,000
2 Bank of Beijing - Pinggu Branch June 9, 2017-June 8, 2018 5.22 % 1,456,350
3 Bank of Beijing-Pinggu Branch June 9, 2017-June 8, 2018 5.22 % 76,650
4 Beijing Agriculture Investment -small loan August 1, 2017-July 30, 2018   5.50 % 153,300
Total $ 6,285,300
As of June 30, 2017, the short-term loan payables consisted of four loans which mature on dates ranging from July 28, 2017 through June 8, 2018 with interest rates ranging from 5.22% to 6.31%. Loans No. 2 to 3 in the table below are guaranteed with parent company’s credit from Jinong; Loans No. 1 and 2 below are collateralized by Tianjuyan’s land use right and building ownership right.
No. Payee Loan period per agreement Interest Rate June 30,
2017
1 Postal Saving Bank of China - Pinggu Branch March 24, 2017-March 5, 2018 6.31 % 4,507,080
2 Bank of Beijing - Pinggu Branch June 9, 2017-June 8, 2018 5.22 % 1,502,360
3 Bank of Beijing - Pinggu Branch June 28, 2016-July 28, 2017 5.22 % $ 1,502,360
4 Bank of China-Anhui November 25, 2016-October 25, 2017 LPR * $ 166,311
Total $ 7,678,111
*LPR stands for Loan Prime Rate. The LPR rate is a 1-year lending rate used by commercial banks to their top grade borrowers whose credit are comparable to the interbank borrowing creditworthiness in China. The LPR rate is a variable rate and is published along with Shanghai Interbank Offer Rates daily.
No. Payee Loan period per agreement Interest
Rate September 30,
2023
1 Beijing Bank -Pinggu Branch June 5, 2023-June 5, 2024 4.15 % 1,371,000
2 Huaxia Bank -HuaiRou Branch June 28, 2023-June 28, 2024 3.65 % 1,371,000
3 Pinggu New Village Bank June 29, 2023-June 28, 2024 5.00 % 959,700
4 Industrial Bank Co. Ltd August 19, 2022-August 18, 2024 3.98 % 987,120
Total $ 4,688,820

The interest expense from ~~short-term~~ loans was ~~$274,162~~$67,554 and ~~$231,791~~$82,244 for the ~~six~~three months ended ~~December 31, 2017~~September 30, 2023 and ~~2016,~~2022, respectively.

NOTE ~~10 - CONVERTIBLE NOTES~~11 – TAXES PAYABLE

Relating to the acquisition of the sales VIE Companies, the Company subsidiary, Jinong, issued convertible notes payable to the shareholders of sales VIE Companies twice, in the aggregate notional amount of RMB 63,000,000 ($9,462,600) with a term of three years and an annual interest rate of 3%.
No. Related Acquisitions of Sales VIEs Issuance Date Maturity Date Notional Interest Rate Conversion Price Notional Amount
(in RMB)
1 Wangtian, Lishijie, Shenqiu, Xindeguo, Xinyulei, Jinyangguang June 30, 2016 June 30, 2019 3 % $ 5.00 51,000,000
2 Fengnong, Xiangrong January 1, 2017 December 31, 2019 3 % $ 5.00 12,000,000
The convertible notes take priority over the preferred stock and common stock of Jinong, and any other class or series of capital stock Jinong issues in the future in terms of interest and payments in the event of any liquidation, dissolution or winding up of Jinong. On or after the third anniversary of the issuance date of the note, noteholders may request Jinong to process the note conversion to convert the note into shares of the Company’s common stock. The notes cannot be converted prior to the maturity date. The per share conversion price of the notes is the higher of the following: (i) $5.00 per share or (ii) 75% of the closing price of the Company’s common stock on the date the noteholder delivers the conversion notice. Due to the discontinuation of VIE agreements with Zhenbai’s shareholders, certain convertible notes issued on June 30, 2016 with a face amount of RMB 12,000,000 ($1,839,600) were tendered back to the Company. All outstanding balance of unpaid principal and accrued interest in the tendered convertible notes were forfeited.
The Company determined that the fair value of the convertible notes payable outstanding was RMB 47,415,859 (or $7,268,851) and RMB 56,124,446 ($8,431,912) as of December 31, 2017 and June 30, 2017, respectively. Aside from the forfeiture of the convertible notes previously issued to Zhenbai’s shareholders, the difference between the fair value of the notes and the face amount of the notes is being amortized to accretion implied interest expense over the three-year life of the notes. As of December 31, 2017, the accumulated amortization of this discount into accretion expenses was $480,774.
~~NOTE 11 - TAXES PAYABLE~~
Enterprise Income Tax

Effective January 1, 2008, the Enterprise Income Tax (“EIT”) law of the PRC replaced the tax laws for Domestic Enterprises (“DEs”) and Foreign Invested Enterprises (“FIEs”). The EIT rate of 25% replaced the 33% rate that was applicable to both DEs and FIEs. The ~~two year~~two-year tax exemption and ~~three year~~three-year 50% tax reduction tax holiday for production-oriented FIEs was eliminated. Since January 1, 2008, Jinong became subject to income tax in China at a rate of 15% as a high-tech company, ~~as a result~~because of the expiration of its tax exemption on December 31, 2007. Accordingly, it made no provision for income taxes for the ~~six months~~three-month period ended ~~December 31, 2017~~September 30, 2023 and 2016 of $1,845,926 and $1,879,465, respectively, which is mainly due to the operating income from Jinong. Gufeng is subject to 25% EIT rate and thus it made provision for income taxes of $1,106,590 and $792,503 for the six months ended December 31, 2017 and 2016, respectively.2022.

Value-Added Tax

All of the Company’s fertilizer products that are produced and sold in the PRC were subject to a Chinese Value-Added Tax (VAT) of 13% of the gross sales price. On April 29, 2008, the PRC State of Administration of Taxation (SAT) released Notice #56, “Exemption of VAT for Organic Fertilizer Products”, which allows certain fertilizer products to be exempt from VAT beginning June 1, 2008. The Company submitted the application for exemption in May 2009, which was granted effective September 1, 2009, continuing through December 31, 2015. On August 10, 2015 and August 28, 2015, the SAT released Notice #90. “Reinstatement of VAT for Fertilizer Products”, and Notice #97, “Supplementary Reinstatement of VAT for Fertilizer Products”, which restore the VAT of 13% of the gross sales price on certain fertilizer products includes non-organic fertilizer products starting from September 1, 2015, but granted taxpayers a reduced rate of 3% from September 1, 2015 through June 30, 2016.

On April 28, 2017, the PRC State of Administration of Taxation (SAT) released Notice 2017 #37, “Notice on Policy of Reduced Value Added Tax Rate,” under which, effective July 1, 2017, all the Company’s fertilizer products that are produced and sold in the PRC are subject to a Chinese Value-Added Tax (VAT) of 11% of the gross sales price. The tax rate was reduced 2% from 13%.
On April 4, 2018, the PRC State of Administration of Taxation (SAT) released Notice 2018 #32, “Notice on Adjustment of VAT Tax Rate,” under which, effective May 1, 2018, all the Company’s fertilizer products that are produced and sold in the PRC are subject to a Chinese Value-Added Tax (VAT) of 10% of the gross sales price. The tax rate was reduced 1% from 11%.
On March 20, 2019, the PRC State of Administration of Taxation (SAT) released Notice 2019 #39, “Announcement on Policies Concerning Deepening the Reform of Value Added Tax,” under which, effective April 1, 2019, all the Company’s fertilizer products that are produced and sold in the PRC are subject to a Chinese Value-Added Tax (VAT) of 9% of the gross sales price. The tax rate was reduced 1% from 10%.
Income Taxes and Related Payables

~~Taxes payable consisted of the following:~~
September 30, June 30,
2023 2023
VAT provision $ (456,256 ) $ (398,499 )
Income tax payable (2,121,569 ) (2,132,400 )
Other levies 600,789 591,325
Repatriation tax 29,010,535 29,010,535
Total $ 27,033,499 $ 27,070,961

December 31, June 30,
2017 2017
VAT provision $ (628,399 ) $ (575,872 )
Income tax payable 2,141,669 2,229,735
Other levies 667,724 1,036,544
Total $ 2,180,994 $ 2,690,407

The provision for income taxes consists of the following:

December 31, June 30, September 30, September 30,
2017 2017 2023 2022
Current tax 3,253,593 $ 7,371,967
Current tax - foreign $ (4,413 ) $                   -
Deferred tax $ 0 0 - -
Total 3,253,593 $ 7,371,967 $ (4,413 ) $ -

Significant components of deferred tax assets were as follows:
September 30, June 30,
2023 2023
Deferred tax assets
Deferred Tax Benefit 32,304,001 32,464,001
Valuation allowance (32,201,767 ) (32,366,181 )
Total deferred tax assets $ 102,233 97,820

Tax Rate Reconciliation

Our effective tax rates were approximately ~~20.1%~~0.2% and ~~19.4%~~0% for ~~six~~the three months ended ~~December 31, 2017~~September 30, 2023 and ~~2016,~~2022, respectively. Substantially all of the Company’s income before income taxes and related tax expense are from PRC sources. Actual income tax benefit reported in the consolidated statements of ~~income~~operations and comprehensive income (loss) differ from the amounts computed by applying the US statutory income tax rate of ~~34%~~21.0% to income before income taxes for the ~~six~~Three months ~~ended December 31, 2017~~Ended September 30, 2023 and ~~2016~~2022 for the following reasons:

~~Tax Rate Reconciliation~~September 30, 2023

China
15% - 25% United
States 21% Total
Pretax loss $ (1,243,531 ) (545,075 ) $ (1,788,606 )

Expected income tax expense (benefit) (310,883 ) 25.0 % (114,466 ) 21.0 % (425,349 )
High-tech income benefits on Jinong - - - - -
Losses from subsidiaries in which no benefit is recognized 306,469 -24.6 % - - 306,469
Change in valuation allowance on deferred tax asset from US tax benefit - - 114,466 (21.0 )% 114,466
Actual tax expense $ (4,413 ) 0.4 % $ - - $ (4,413 ) 0.2 %
~~December 31, 2017~~
September 30, 2022

China United States
15% - 25% 34% Total

Pretax income (loss) $ 16,805,296 $ (630,768 ) $ 16,174,528

Expected income tax expense (benefit) 4,201,324 0.250 (214,461 ) 34 % 3,986,863
High-tech income benefits on Jinong (1,230,618 ) -0.073 (1,230,618 )
Losses from subsidiaries in which no benefit is recognized 282,887 0.017 282,887
Change in valuation allowance on deferred tax asset from US tax benefit 0 214,461 -34 % 214,461
Actual tax expense $ 3,253,593 19.4 % $ 0 0.00 % $ 3,253,593 20.1 %
December 31, 2016
China United States China
15% - 25% United
States 21% Total
15% - 25% 34% Total

Pretax income (loss) $ 17,806,630 (1,856,270 ) $ 15,950,360
Pretax loss $ 449,437 (977,551 ) $ (528,114 )

Expected income tax expense (benefit) 4,451,658 25.0 % (631,132 ) 34.0 % 3,820,526 112,359 25.0 % (205,286 ) 21.0 % (92,927 )
High-tech income benefits on Jinong (1,139,344 ) (6 )% - - (1,139,344 ) (246,088 ) (54.8 )% - - (246,088 )
Losses from subsidiaries in which no benefit is recognized (219,544 ) (1 )% - - (219,544 ) 133,728 29.8 % - - 133,728
Change in valuation allowance on deferred tax asset from US tax benefit - 631,132 (34.0 )% 631,132 - - 205,286 (21.0 )% 205,286
Actual tax expense $ 3,092,769 17 % $ - - % $ 3,092,769 19.4 % $ - - $ - - $ - 0 %

NOTE 12 -– STOCKHOLDERS’ EQUITY

Common Stock
There were no shares of common stock issued during the quarter ended September 30, 2023.

On ~~December 30, 2016,~~August 2, 2022, the Company ~~granted an aggregate~~completed the issuance of ~~870,000~~1,117,142 shares of ~~restricted stock~~its Common Stock for $16,757,130 to P Kevin HODL Ltd, an entity owned and controlled by Mr. Zhibiao Pan, who was subsequently appointed as the Company’s co-Chief Executive Officer on August 25, 2022. This sale was made pursuant to the Share Purchase Agreement dated November 23, 2021 in transactions exempt from registration under the ~~2009 Plan to certain key employees. The stock grants vest immediately. The value~~Securities Act of 1933, as amended, in reliance on an exemption provided by Rule 903 of Regulation S and/or Section 4(a)(2) of the ~~restricted stock awards was $1,044,000 and is based on the fair value of the Company’s common stock on the grant date.~~Securities Act.

~~There was no issuance share~~As of September 30, 2023, and June 30, 2023, there were 13,380,914 and 13,380,914 shares of common stock ~~during the three~~issued and ~~six months ended December 31, 2017.~~outstanding, respectively.

Preferred Stock

Under the Company’s Articles of Incorporation, the Board has the authority, without further action by stockholders, to designate up to 20,000,000 shares of preferred stock in one or more series and to fix the rights, preferences, privileges, qualifications and restrictions granted to or imposed upon the preferred stock, including dividend rights, conversion rights, voting rights, rights and terms of redemption, liquidation preference and sinking fund terms, any or all of which may be greater than the rights of the common stock. If the Company sells preferred stock under its registration statement on Form S-3, it will fix the rights, preferences, privileges, qualifications and restrictions of the preferred stock of each series in the certificate of designation relating to that series and will file the certificate of designation that describes the terms of the series of preferred stock the Company offers before the issuance of the related series of preferred stock.

As of ~~December 31, 2017,~~September 30, 2023, the Company has 20,000,000 shares of preferred stock authorized, with a par value of $.001 per share, of which no shares are issued or outstanding.

NOTE 13 -– CONCENTRATIONS AND LITIGATION

Market Concentration

~~All~~The majority of the ~~Company's~~Company’s revenue-generating operations are conducted in the PRC. Accordingly, the ~~Company's~~Company’s business, financial condition and results of operations may be influenced by the political, economic and legal environments in the PRC, and by the general state of the ~~PRC's~~PRC’s economy.

The ~~Company's~~Company’s operations in the PRC are subject to specific considerations and significant risks not typically associated with companies in North America and Western Europe. These include risks associated with, among other things, the political, economic and legal environment and foreign currency exchange. The Company’s results may be adversely affected by, among other things, changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, and rates and methods of taxation.

Vendor and Customer Concentration
There are three vendors that the Company purchased over 10% of its raw materials with an aggregate amount of $6,878,429, or 10.7%, 10.5%, and 10.1%, respectively, for fertilizer manufacturing during the three months ended September 30, 2023.

None of the vendors accounted over 10% of the Company’s purchase of raw materials and supplies for the ~~six~~three months ended ~~December 31, 2017.~~September 30, 2022.

~~There were two vendors from which the Company purchased 20.1% and 14.6% of its raw materials~~No customer accounted for ~~the six months ended December 31, 2016. Total purchase from these two vendors amounted to $10,100,403 for the six months ended December 31, 2016.~~
~~None of the customers accounted~~ over 10% of the Company’s sales for the ~~six~~three months ended ~~December 31, 2017~~September 30, 2023 and ~~2016.~~2022.
Litigation
On June 5, 2020, an individual filed suit pro se (as in, representing oneself without an attorney) in the Southern District of Florida federal court alleging violations of the Securities Exchange Act. The Company believes the action is without merit and vigorously opposed it. The company moved to dismiss the litigation and for attorney’s fees from the plaintiff. On November 2, 2020, the case was transferred to the United States District Court for The Southern District Of New York. On September 30, 2021, the Southern District of New York federal court presiding over the case dismissed all claims against the company, its executives, and its independent directors. The dismissal was without prejudice and the plaintiff can appeal or amend within 30 days, or by October 29, 2021. The plaintiff amended the complaint on Oct 30, 2021. On August 30, 2022, the Southern District of New York federal court presiding over the case issued an order granting motions to dismiss all claims in the amended complaint against the Company, its executives, and its independent directors. On September 6, 2022, the plaintiff filed a notice of civil appeal to the U.S. Court of Appeals, Second Circuit. The appeal has now been fully briefed and the Company expects a decision to issue sometime in the coming year.
There are no other actions, suits, proceedings, inquiries or investigations before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

NOTE 14 -– SEGMENT REPORTING

As of ~~December 31, 2017,~~September 30, 2023, the Company was organized into four main business segments based on location and product: Jinong (fertilizer production), Gufeng (fertilizer production), Yuxing (agricultural products production) and ~~the sales VIEs.~~Antaeus (Bitcoin). Each of the four operating segments referenced above has separate and distinct general ledgers. The chief operating decision maker (“CODM”) receives financial information, including revenue, gross margin, operating income and net income produced from the various general ledger systems to make decisions about allocating resources and assessing performance; however, the principal measure of segment profitability or loss used by the CODM is net income by segment.

Three Months Ended
December 31, Six Months Ended
December 31,
Revenues from unaffiliated customers: 2017 2016 2017 2016
   Jinong $ 26,211,280 $ 26,825,674 $ 52,985,040 $ 58,253,394
   Gufeng 24,447,721 21,066,559 42,669,787 36,876,073
   Yuxing 1,953,748 2,454,314 3,746,391 3,809,725
   Sales VIEs 11,350,893 8,398,466 27,330,927 21,690,443
Consolidated $ 63,963,642 $ 58,745,013 $ 126,732,145 $ 120,629,635

Operating income :
Jinong $ 5,577,154 $ 5,740,784 $ 12,343,229 $ 12,120,004
Gufeng 2,549,525 1,906,816 4,655,738 2,991,899
Yuxing 222,275 330,780 397,748 487,810
Sales VIEs 2,012,999 637,284 79,630 2,440,764
Reconciling item (1) (2 ) 0 0 0
Reconciling item (2) (432,753 ) (1,510,148 ) (630,772 ) (1,856,270 )
Consolidated $ 9,929,199 $ 7,105,516 $ 16,845,574 $ 16,184,207

Net income:
Jinong $ 4,719,159 $ 4,849,485 $ 10,460,249 $ 10,195,773
Gufeng 1,727,764 1,268,439 3,216,831 1,984,925
Yuxing 222,869 330,509 398,491 487,589
Sales VIEs 1,914,125 567,726 (198,809 ) 2,045,574
Reconciling item (1) 2 0 3 0
Reconciling item (2) (432,753 ) (1,510,148 ) (630,772 ) (1,856,270 )
Reconciling item (3) (325,058 ) 0 (325,058 )
Consolidated $ 7,826,108 $ 5,506,011 $ 12,920,936 $ 12,857,591

Depreciation and Amortization:
Jinong $ 422,383 $ 3,675,142 $ 1,276,126 $ 9,988,231
Gufeng 552,299 631,041 1,100,057 1,258,350
Yuxing 315,282 306,210 627,801 620,126
Sales VIEs 210,482 123,070 430,405 249,202
Consolidated $ 1,500,446 $ 4,735,463 $ 3,434,389 $ 12,115,909

Interest expense:
Jinong 71,447 55,979 142,283 113,352
Gufeng 101,645 58,306 206,368 118,439
Yuxing 0 0 0 0
Sales VIEs (78,505 ) 0 (74,489 ) 0
Consolidated $ 94,587 $ 114,285 $ 274,162 $ 231,791

Capital Expenditure:
Jinong $ 808 $ 571 $ 4,149 $ 1,793
Gufeng 297 556 14,165 4,999
Yuxing 4,773 0 4,773 548
Sales VIEs 0 0 0 0
Consolidated $ 5,878 $ 1,127 $ 23,086 $ 7,340

Three Months Ended
September 30,
2023 2022
Revenues from unaffiliated customers:
Jinong $ 9,288,758 $ 12,148,002
Gufeng 10,421,274 12,578,822
Yuxing 2,342,716 2,870,501
Antaeus 345,114 -
Consolidated $ 22,397,862 27,597,325

Operating income (expense):
Jinong $ (145,123 ) $ 919,643
Gufeng (1,219,882 ) (663,730 )
Yuxing 154,682 183,994
Antaeus (30,496 ) -
Reconciling item (1) - -
Reconciling item (2) (545,088 ) (977,567 )
Consolidated $ (1,785,907 ) $ (537,660 )

Net income (loss):
Jinong $ (114,362 ) $ 984,350
Gufeng (1,262,423 ) (746,500 )
Yuxing 154,271 211,586
Antaeus (16,603 ) -
Reconciling item (1) 12 16
Reconciling item (2) (545,088 ) (977,566 )
Consolidated $ (1,784,193 ) $ (528,114 )

Depreciation and Amortization:
Jinong $ 189,307 $ 198,245
Gufeng 182,340 193,653
Yuxing 185,225 270,280
Antaeus 100,087 -
Consolidated $ 656,959 $ 662,177

Interest expense:
Jinong 25,128 -
Gufeng 42,426 82,244
Yuxing - -
Antaeus - -
Consolidated $ 67,554 $ 82,244

Capital Expenditure:
Jinong $ 743 $ 3,762
Gufeng - 219,870
Yuxing 3,684 4,909
Antaeus 1,502,600 -
Consolidated $ 1,507,027 $ 228,541

As of
December 31, June 30,
2017 2017
Identifiable assets:
Jinong $ 230,059,040 $ 213,355,900
Gufeng 162,568,545 156,648,924
Yuxing 41,487,750 40,965,345
Sales VIEs 43,643,613 44,571,422
Reconciling item (1) 467,218 142,918
Reconciling item (2) (2,879 ) (2,879 )
Consolidated $ 478,223,287 $ 455,681,630
As of
September 30, June 30,
2023 2023
Identifiable assets:
Jinong $ 86,188,315 $ 87,862,836
Gufeng 47,935,231 49,749,041
Yuxing 38,355,326 38,223,482
Antaeus 2,839,333 3,292,247
Reconciling item (1) 7,376,949 7,387,637
Reconciling item (2) 166,121 166,121
Consolidated $ 182,861,275 $ 186,681,364

(1) ~~(1)~~ Reconciling amounts refer to the unallocated assets or expenses of Green New Jersey.
(2) ~~(2)~~ Reconciling amounts refer to the unallocated assets or expenses of the Parent Company.
~~(3)~~ ~~Reconciling amounts refer to the expenses of discontinuation of VIE agreement with Zhenbai.~~
NOTE 15 -– COMMITMENTS AND CONTINGENCIES
We are subject to various claims and contingencies related to lawsuits, certain taxes and environmental matters, as wells commitments under contractual and other commercial obligations. We recognize liabilities for commitments and contingencies when a loss is probable and estimable.

On ~~June 29, 2016,~~July 1, 2022, Jinong signed an office lease with Kingtone ~~Information.~~Information Technology Co., Ltd. (“Kingtone Information”), of which Mr. Zhuoyu Li, Chairman and CEO of the Company, served as Chairman. Pursuant to the lease, Jinong rented 612 square meters (approximately 6,588 square feet) of office space from Kingtone Information. The lease ~~provided~~provides for a two-year term effective as of July 1, ~~2016~~2022 with monthly rent of ~~$3,525 (RMB 24,480).~~
~~In January 2008, Jintai signed a ten-year land lease with Xi’an Jinong Hi-tech Agriculture Demonstration Zone for a monthly rent of $749 (RMB 5,200)~~RMB28,000 (approximately $3,839).

In February 2004, Tianjuyuan signed a fifty-year ~~lease~~rental agreement with the village committee of Dong Gao Village and Zhen Nan Zhang Dai Village in the Beijing Ping Gu ~~District, at~~District.
On April 2, 2023, Antaeus signed a ~~monthly rent of $426 (RMB 2,958).~~one-year rental agreement for an office in Austin, Texas for approximately 404 square meters (4,348 square feet) space.

Accordingly, the Company recorded an aggregate of ~~$30,020~~$13,783 and ~~$28,198~~$13,021 as rent expenses from these committed property leases for the ~~six months~~three-month periods ended ~~December 31, 2017~~September 30, 2023 and ~~2016,~~2022, respectively. ~~Rent~~The contingent rent expenses herein for the next five ~~years~~twelve-month periods ended ~~December 31,~~September 30, are as follows:

Years ending December 31,
2018 $ 27,958
2019 5,442
2020 5,442
2021 5,442
2022 5,442
Years ending September 30,
2024 $ 55,132
2025 55,132
2026 55,132
2027 55,132
2028 55,132

NOTE 16 -– VARIABLE INTEREST ENTITIES

In accordance with accounting standards regarding consolidation of variable interest entities, VIEs are generally entities that lack sufficient equity to finance their activities without additional financial support from other parties or whose equity holders lack adequate ~~decision making~~decision-making ability. All VIEs with which a company is involved must be evaluated to determine the primary beneficiary of the risks and rewards of the VIE. The primary beneficiary is required to consolidate the VIE for financial reporting purposes.

Green Nevada through one of its subsidiaries, Jinong, entered into a series of agreements (the “VIE Agreements”) with Yuxing for it to qualify as a VIE, effective June 16, 2013.

The Company has concluded, based on the contractual arrangements, that Yuxing is a VIE and that the Company’s ~~wholly-owned~~wholly owned subsidiary, Jinong, absorbs ~~a majority~~most of the risk of loss from the activities of Yuxing, thereby enabling the Company, through Jinong, to receive a majority of Yuxing expected residual returns.

On June 30, 2016 and January 1, 2017, the Company, through its ~~wholly-owned~~wholly owned subsidiary Jinong, entered into strategic acquisition agreements and ~~also~~ into a series of contractual agreements to qualify as VIEs with the shareholders of the sales VIE Companies.

Jinong, the sales VIE Companies, and the shareholders of the sales VIE Companies also entered into a series of contractual agreements for the sales VIE Companies to qualify as VIEs (the “VIE Agreements”).

On November 30, 2017, the Company, through its ~~wholly-owned~~wholly owned subsidiary Jinong, exited the VIE agreements with the shareholders of Zhenbai.
On June 2, 2021, the Company, through its wholly owned subsidiary Jinong, discontinued the strategic acquisition agreements and the series of contractual agreements with the shareholders of Xindeguo, Xinyulei and Xiangrong.
On December 1, 2021, the Company, through its wholly owned subsidiary Jinong, discontinued the strategic acquisition agreements and the series of contractual agreements with the shareholders of Lishijie.
On December 31, 2021, the Company, through its wholly owned subsidiary Jinong, discontinued the strategic acquisition agreements and the series of contractual agreements with the shareholders of Fengnong.
On March 31, 2022, the Company, through its wholly owned subsidiary Jinong, discontinued the strategic acquisition agreements and the series of contractual agreements with the shareholders of Jinyangguang and Wangtian.

As a result of these contractual arrangements, with Yuxing and the sales VIE Companies the Company is entitled to substantially all of the economic benefits of Yuxing and the VIE Companies. The following financial statement amounts and balances of the ~~VIEs were~~VIE (Yuxing) was included in the accompanying consolidated financial statements as of ~~December 31, 2017~~September 30, 2023 and June 30, ~~2016:~~2023:

December 31, June 30, September 30, June 30,
2017 2017 2023 2023

ASSETS
Current Assets
Cash and cash equivalents $ 1,347,719 $ 374,587 $ 278,236 $ 323,854
Accounts receivable, net 31,545,752 30,687,859 622,237 283,221
Inventories 22,272,408 21,314,940 24,388,477 24,288,379
Other current assets 1,101,385 2,195,156 121,753 108,677
Advances to suppliers 1,624,932 2,380,812
Related party receivable - 27,560

Total Current Assets 57,892,196 56,953,354 25,410,703 25,031,691

Plant, Property and Equipment, Net 12,122,345 12,418,906 5,727,384 5,887,278
Other assets 230,107 225,508 9,734 9,784
Intangible Assets, Net 11,925,590 13,002,818 7,207,505 7,294,729
Goodwill 3,378,474 3,837,038
Total Assets $ 85,548,712 $ 86,437,624 $ 38,355,326 $ 38,223,482

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Short-term loan $ - $ 166,311
Accounts payable 20,454,287 18,355,921 $ 58,898 $ 12,512
Customer deposits 694,119 1,375,785 18,126 62,134
Accrued expenses and other payables 3,328,483
3,833,868
281,690 282,968
Amount due to related parties 43,107,165 42,741,043 39,316,184 39,346,051
Total Current Liabilities $ 67,584,054 $ 66,472,928 39,674,898 39,703,665
Long-term Loan 0 3,549
Total Liabilities $ 67,584,054 $ 66,476,477 $ 39,674,898 39,703,665

Stockholders’ equity 17,964,658 19,961,147 (1,319,572 ) (1,480,183 )
　
Total Liabilities and Stockholders’ Equity 85,548,712 $ 86,437,624 $ 38,355,326 $ 38,223,482
Three Months Ended
September 30,
2023   2022
Revenue $ 2,342,717 $ 2,870,501
Expenses 2,188,446 2,658,915
Net income $ 154,271 $ 211,586


Three months ended Six months ended
December 31, December 31,
2017 2016 2017 2016
Revenue $ 13,304,643 $ 10,852,779 $ 31,077,318 $ 25,500,167
Expenses 10,989,225 9,954,543 25,590,542 22,967,005
Net income (loss) $ 2,136,994 $ 898,236 $ 199,680 $ 2,533,162

NOTE 17 ~~- BUSINESS COMBINATIONS~~– SUBSEQUENT EVENTS

~~On June 30, 2016,~~In accordance with ASC 855-10, the Company ~~through~~has analyzed its wholly-owned subsidiary Jinong, entered into strategic acquisition agreements and also into a series of contractual agreements to qualify as VIEs with the shareholders of Shaanxi Lishijie Agrochemical Co., Ltd., Songyuan Jinyangguang Sannong Service Co., Ltd., Shenqiu County Zhenbai Agriculture Co., Ltd., Weinan City Linwei District Wangtian Agricultural Materials Co., Ltd., Aksu Xindeguo Agricultural Materials Co., Ltd., and Xinjiang Xinyulei Eco-agriculture Science and Technology Co., Ltd.
Subsequently, on January 1, 2017, Jinong entered into similar strategic acquisition agreements and a series of contractual agreements to qualify as VIEs with the shareholders of Sunwu County Xiangrong Agricultural Materials Co., Ltd., and Anhui Fengnong Seed Co., Ltd.
~~On November~~operations after September 30, ~~2017, the Company, through its wholly-owned subsidiary Jinong, discontinued the strategic acquisition agreements and the series of contractual agreements with the shareholders of Zhenbai.~~
~~The VIE Agreements are as follows:~~
~~Entrusted Management Agreements~~
~~Pursuant~~2023 to the terms of certain Entrusted Management Agreements dated June 30, 2016 and January 1, 2017, between Jinong and the shareholders of the sales VIE Companies (the “Entrusted Management Agreements”), the sales VIE Companies and their shareholders agreed to entrust the operations and management of its business to Jinong. According to the Entrusted Management Agreement, Jinong possesses the full and exclusive right to manage the sales VIE Companies’ operations, assets and personnel, has the right to control all the sales VIE Companies’ cash flows through an entrusted bank account, is entitled to the sales VIE Companies’ net profits as a management fee, is obligated to pay all the sales VIE Companies’ payables and loan payments, and bears all losses of the sales VIE Companies. The Entrusted Management Agreements will remain in effect until (i) the parties mutually agree to terminate the agreement; (ii) the dissolution of the sales VIE Companies; or (iii) Jinong acquires all the assets or equity of the sales VIE Companies (as more fully described below under “Exclusive Option Agreements”).
~~Exclusive Technology Supply Agreements~~
Pursuant to the terms of certain Exclusive Technology Supply Agreements dated June 30, 2016 and January 1, 2017, between Jinong and the sales VIE companies (the “Exclusive Technology Supply Agreements”), Jinong is the exclusive technology provider to the sales VIE companies. The sales VIE companies agreed to pay Jinong all fees payable for technology supply prior to making any payments under the Entrusted Management Agreement. The Exclusive Technology Supply Agreements shall remain in effect until (i) the parties mutually agree to terminate the agreement; (ii) the dissolution of the sales VIE companies; or (iii) Jinong acquires the sales VIE companies (as more fully described below under “Exclusive Option Agreements”).
~~Shareholder’s Voting Proxy Agreements~~
Pursuant to the terms of certain Shareholder’s Voting Proxy Agreements dated June 30, 2016 and January 1, 2017, among Jinong and the shareholders of the sales VIE companies (the “Shareholder’s Voting Proxy Agreements”), the shareholders of the sales VIE companies irrevocably appointed Jinong as their proxy to exercise on such shareholders’ behalf all of their voting rights as shareholders pursuant to PRC law and the Articles of Association of the sales VIE companies, including the appointment and election of directors of the sales VIE companies. Jinong agreed that it shall maintain a board of directors, the composition and appointment of which shall be approved by the Board of the Company. The Shareholder’s Voting Proxy Agreements will remain in effect until Jinong acquires all the assets or equity of the sales VIE companies.
~~Exclusive Option Agreements~~
Pursuant to the terms of certain Exclusive Option Agreements dated June 30, 2016 and January 1, 2017, among Jinong, the sales VIE companies, and the shareholders of the sales VIE companies (the “Exclusive Option Agreements”), the shareholders of the sales VIE companies granted Jinong an irrevocable and exclusive purchase option (the “Option”) to acquire the sales VIE companies’ equity interests and/or remaining assets, but only to the extent that the acquisition does not violate limitations imposed by PRC law on such transactions. The Option is exercisable at any time at Jinong’s discretion so long as such exercise and subsequent acquisition of the sales VIE companies does not violate PRC law. The consideration for the exercise of the Option isdate these unaudited condensed consolidated financial statements were available to be issued and has determined ~~by the parties and memorialized~~that there were no significant subsequent events or transactions that would require recognition or disclosure in the future by definitive agreements setting forth the kind and value of such consideration. Jinong may transfer all rights and obligations under the Exclusive Option Agreements to any third parties without the approval of the shareholders of the sales VIE companies so long as a written notice is provided. The Exclusive Option Agreements may be terminated by mutual agreements or by 30 days written notice by Jinong.unaudited condensed consolidated financial statements.
~~Equity Pledge Agreements~~
Pursuant to the terms of certain Equity Pledge Agreements dated June 30, 2016 and January 1, 2017, among Jinong and the shareholders of the sales VIE companies (the “Pledge Agreements”), the shareholders of the sales VIE companies pledged all of their equity interests in the sales VIE companies to Jinong, including the proceeds thereof, to guarantee all of Jinong’s rights and benefits under the Entrusted Management Agreements, the Exclusive Technology Supply Agreements, the Shareholder’ Voting Proxy Agreements and the Exclusive Option Agreements. Prior to termination of the Pledge Agreements, the pledged equity interests cannot be transferred without Jinong’s prior written consent. The Pledge Agreements may be terminated only upon the written agreement of the parties.

19

~~Non-Compete Agreements~~
Pursuant to the terms of certain Non-Compete Agreements dated June 30, 2016 and January 1, 2017, among Jinong and the shareholders of the sales VIE companies (the “Non-Compete Agreements”), the shareholders of the sales VIE companies agreed that during the period beginning on the initial date of their services with Jinong, and ending five (5) years after termination of their services with Jinong, without Jinong’s prior written consent, they will not provide services or accept positions including but not limited to partners, directors, shareholders, managers, proxies or consultants, provided by any profit making organizations with businesses that may compete with Jinong. They will not solicit or interfere with any of the Jinong’s customers, or solicit, induce, recruit or encourage any person engaged or employed by Jinong to terminate his or her service or engagement. If the shareholders of the sales VIE companies breach the non-compete obligations contained therein, Jinong is entitled to all loss and damages; if the damages are difficult to determine, remedies bore the shareholders of the sales VIE companies shall be no less than 50% of the salaries and other expenses Jinong provided in the past.
The Company entered into these VIE Agreements as a way for the Company to have more control over the distribution of its products. The transactions are accounted for as business combinations in accordance with ASC 805. A summary of the purchase price allocations at fair value is below:
~~For acquisitions made on June 30, 2016:~~
Cash $ 708,737
Accounts receivable 6,422,850
Advances to suppliers 1,803,180
Prepaid expenses and other current assets 807,645
Inventories 7,787,043
Machinery and equipment 140,868
Intangible assets 270,900
Other assets 3,404,741
Goodwill 3,158,179
Accounts payable (3,962,670 )
Customer deposits (3,486,150 )
Accrued expenses and other payables (4,653,324 )
Taxes payable (16,912 )
Purchase price $ 12,385,087
~~A summary of the purchase consideration paid is below:~~
Cash $ 5,568,500
Convertible notes 6,671,769
Derivative liability 144,818
$ 12,385,087
~~The cash component of the purchase price for these acquisitions made on June 30, 2016 was paid in July and August 2016.~~
~~For acquisitions made on January 1, 2017:~~
Working Capital $ 941,192
Machinery and equipment 222,875
Intangible assets 1440
Goodwill 684,400
Customer Relationship 522,028
Non-compete Agreement 392,852
Purchase price $ 2,764,787

20
~~A summary of the purchase consideration paid is below:~~
Cash $ 1,201,888
Convertible notes 1,559,350
Derivative liability 3,549
$ 2,764,787
~~The cash component of the purchase price for these acquisitions made on January 1, 2017 was paid during March 2017.~~
On November 30, 2017, the Company, through its wholly-owned subsidiary Jinong, discontinued the strategic acquisition agreements and the series of contractual agreements with the shareholders of Zhenbai. In return, the shareholders of Zhenbai agreed to tender the whole payment consideration in the SAA back to the Company with early termination penalties. The convertible notes paid to Zhenbai’s shareholders and the accrued interest has been forfeited.
~~For the discontinuation of Zhenbai made on November 30, 2017, the Company gave up the control of the following assets in Zhenbai:~~
Working Capital $ 1,175,696
Intangible assets 893,780
Customer Relationship 682,604
Non-compete Agreement 211,176
Goodwill 536,819
Total Asset $ 2,606,296
~~In return, the purchase consideration returned to the Company from Zhenbai’s shareholders is summarized below:~~
Cash $ 459,900
Interest Payable 82,782
Convertible notes 1,719,336
Derivative liability 13,312
Total Payback $ 2,275,330
Net Loss -330,966

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

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the notes to those financial statements appearing elsewhere in this report. This discussion and analysis ~~contains~~contain forward-looking statements that involve significant risks and uncertainties. As a result of many factors, such as the slow-down of the ~~global financial markets~~macro-economic environment in China and its impact on economic growth in general, the competition in the fertilizer industry and the impact of such competition on pricing, revenues and margins, the weather conditions in the areas where our customers are based, the cost of attracting and retaining highly skilled personnel, the prospects for future acquisitions, and the factors set forth elsewhere in this report, our actual results may differ materially from those anticipated in these forward-looking statements. ~~In light of~~With these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this report will in fact occur. You should not place undue reliance on the forward-looking statements contained in this report.

The forward-looking statements speak only as of the date on which they are made, and, except to the extent required by U.S. federal securities laws, we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. Further, the information about our intentions contained in this report is a statement of our intention as of the date of this report and is based upon, among other things, the existing regulatory environment, industry conditions, market conditions and prices, and our assumptions as of such date. We may change our intentions, at any time and without notice, based upon any changes in such factors, in our assumptions or otherwise.

Unless the context indicates otherwise, as used in the notes to the financial statements of the Company, the following are the references herein of all the subsidiaries of the Company (i) Green Agriculture Holding Corporation (“Green New Jersey”), a wholly-owned subsidiary of Green Nevada incorporated in the State of New Jersey; (ii) Shaanxi TechTeam Jinong Humic Acid Product Co., Ltd. (“Jinong”), a wholly-owned subsidiary of Green New Jersey organized under the laws of the PRC; (iii) Xi’an Hu County Yuxing Agriculture Technology Development Co., Ltd. (“Yuxing”), a Variable Interest Entity in the PRC (“VIE”) controlled by Jinong through contractual agreements; (iv) Shaanxi Lishijie Agrochemical Co., Ltd. (“Lishijie”), a VIE controlled by Jinong through contractual agreements; (v) Songyuan Jinyangguang Sannong Service Co., Ltd. (“Jinyangguang”), a VIE in the PRC controlled by Jinong through contractual agreements; (vi) Weinan City Linwei District Wangtian Agricultural Materials Co., Ltd. (“Wangtian”), a VIE controlled by Jinong through contractual agreements; (vii) Aksu Xindeguo Agricultural Materials Co., Ltd. (“Xindeguo”), a VIE controlled by Jinong through contractual agreements; (vii) Xinjiang Xinyulei Eco-agriculture Science and Technology Co., Ltd (“Xinyulei”), a VIE controlled by Jinong through contractual agreements; (ix) Sunwu County Xiangrong Agricultural Materials Co., Ltd. (“Xiangrong”), a VIE controlled by Jinong through contractual agreements; (x) Anhui Fengnong Seed Co., Ltd. (“Fengnong”), a VIE controlled by Jinong through contractual agreements; (xi) Beijing Gufeng Chemical Products Co., Ltd., a wholly-owned subsidiary of Jinong in the PRC (“Gufeng”); ~~and (xii)~~(v) Beijing Tianjuyuan Fertilizer Co., Ltd., Gufeng’s wholly-owned subsidiary in the PRC (“Tianjuyuan”). Yuxing ~~Lishijie, Jinyangguang, Wangtian, Xindeguo, Xinyulei, Xiangrong and Fengnong~~ may also collectively be referred to as the “the VIE ~~Companies”; Lishijie, Jinyangguang, Wangtian, Xindeguo, Xinyulei, Xiangrong~~Company”, and ~~Fengnong may also collectively be referred to as “the sales VIEs” or “the sales VIE companies”.~~(vi)Antaeus Tech, Inc. (“Antaeus”), a wholly-owned subsidiary of Green Nevada incorporated in the State of Delaware.

Unless the context otherwise requires, all references to (i) “PRC” and “China” are to the People’s Republic of China; (ii) “U.S. dollar,” “$” and “US$” are to United States dollars; and (iii) “RMB”, “Yuan” and Renminbi are to the currency of the PRC or China.

Overview

We are engaged in the research, development, production, and sale of various types of fertilizers, ~~and~~ agricultural products and Bitcoin in the PRC and United State through our ~~wholly-owned~~wholly owned Chinese subsidiaries, Jinong and Gufeng (including Gufeng’s subsidiary Tianjuyuan), our VIE, Yuxing and our ~~VIE.~~wholly owned U.S. subsidiary Antaeus. Our primary business is fertilizer products, specifically humic-acid based compound fertilizer produced by Jinong and compound fertilizer, blended fertilizer, organic compound fertilizer, slow-release fertilizer, ~~highly-concentrated~~highly concentrated water-soluble fertilizer, and mixed organic-inorganic compound fertilizer produced by Gufeng. In addition, through Yuxing, we develop and produce various agricultural products, such as top-grade fruits, vegetables, flowers and colored seedlings. Besides, we engaged in the mining of digital assets Bitcoin through Antaeus. For financial reporting purposes, our operations are organized into ~~three~~four business segments: fertilizer products (Jinong), fertilizer products (Gufeng) ~~and~~, agricultural products ~~production~~ (Yuxing), and Bitcoin (Antaeus).

The fertilizer business conducted by Jinong and Gufeng generated approximately ~~75.5%~~88.0% and ~~78.9%~~89.6% of our total revenues for the ~~six~~three months ended ~~December 31, 2017~~September 30, 2023 and ~~2016,~~2022, respectively. ~~The sales VIEs~~Yuxing generated ~~21.6%~~10.5% and ~~18.0%~~10.4% of our revenues for the ~~six months~~years ended ~~December 31, 2017~~September 30, 2023 and ~~2016,~~2022, respectively. Yuxing serves as a research and development base for our fertilizer products. Antaeus generated 1.5% and 0% of our revenues for the years ended September 30, 2023 and 2022, respectively.
Fertilizer Products

As of ~~December 31, 2017,~~September 30, 2023, we had developed and produced a total of ~~720~~409 different fertilizer products in use, of which ~~136~~73 were developed and produced by Jinong, ~~333~~336 by ~~Gufeng, and 251 by the VIE Companies.~~Gufeng.

Below is a table that shows the metric tons of fertilizer sold by Jinong and Gufeng and the revenue per ton for the periods indicated:
Three Months Ended Change
December 31, 2016 to 2017
2017 2016 Amount %
(metric tons)
Jinong 13,165 8,955 4,210 47.0 %
Gufeng 66,237 63,167 3,070 4.9 %
79,402 72,122 13,922

Three Months Ended
Three Months Ended
December 31, September 30, Change 2022 to 2023
2017 2016 2023 2022 Amount %
(revenue per tons) (metric tons)
Jinong $ 2,107 $ 2,996 8,036 9,385 (1,349 ) -14.4 %
Gufeng 364 334 20,809 24,171 (3,362 ) -13.9 %
28,845 33,556 (4,711 ) -14.0 %

Six Months Ended Change
December 31, 2016 to 2017
2017 2016 Amount %
(metric tons)
Jinong 27,690 18,635 9,055 48.6 %
Gufeng 129,404 108,698 20,706 19.0 %
157,094 127,333 29,761
Three Months Ended
September 30,
2023 2022
(revenue per tons)
Jinong $ 1,157 $ 1,294
Gufeng 501 520

Six Months Ended
December 31,
2017 2016
(revenue per tons)
Jinong $ 2,045 $ 3,126
Gufeng 352 339
For the three months ended ~~December 31, 2017,~~September 30, 2023, we sold approximately ~~79,042~~28,845 tons of fertilizer products, as compared to 33,556 metric tons for the three months ended September 30, 2022. For the three months ended September 30, 2023, Jinong sold approximately 8,036 metric tons of fertilizer products, as compared to ~~72,122~~9,385 metric tons for the three months ended ~~December 31, 2016.~~September 30, 2022. For the three months ended ~~December 31, 2017, Jinong~~September 30, 2023, Gufeng sold approximately ~~13,165~~20,809 metric tons of fertilizer products, as compared to ~~8,955~~24,171 metric tons for the three months ended December 31, 2016. For the three months ended December 31, 2017, Gufeng sold approximately 66,237 metric tons of fertilizer products, as compared to 63,167 metric tons for the three months ended December 31, 2016.September 30, 2022.

For the six months ended December 31, 2017, we sold approximately 157,094 metric tons of fertilizer products, as compared to 127,333 metric tons for the six months ended December 31, 2016. For the six months ended December 31, 2017, Jinong sold approximately 27,690 metric tons of fertilizer products, an increase of 9,055 metric tons, or 48.6%, as compared to 18,635 metric tons for the six months ended December 31, 2016. For the six months ended December 31, 2017, Gufeng sold approximately 129,404 metric tons of fertilizer products, an increase of 20,706 metric tons, or 19.0% as compared to 108,698 metric tons for the six months ended December 31, 2016.
Our sales of fertilizer products to customers in five provinces within China accounted for approximately ~~55.5%~~61.9% of our fertilizer revenue for the three months ended ~~December 31, 2017.~~September 30, 2023. Specifically, the provinces and their respective percentage contributing to our fertilizer revenues ~~were:~~were Hebei ~~(23.4%~~(26.2%), Heilongjiang ~~(9.0%~~(11.5%), Inner Mongolia ~~(7.8%~~(9.5%), Liaoning ~~(7.7%~~(9.4%), and Shaanxi ~~(7.5%~~(5.3%).

As of ~~December 31, 2017,~~September 30, 2023, we had a total of ~~1,939~~1,223 distributors covering 22 provinces, 4 autonomous regions and 4 central government-controlled municipalities in China. Jinong had ~~1,127~~878 distributors in China. Jinong’s sales are not dependent on any single distributor or any group of distributors. Jinong’s top five distributors accounted for ~~2.03%~~18.2% of its fertilizer revenues for the three months ended ~~December 31, 2017.~~September 30, 2023. Gufeng had ~~314~~345 distributors, including some large state-owned enterprises. Gufeng’s top five distributors accounted for ~~74.6%~~80.9% of its revenues for the three months ended ~~December 31, 2017.~~September 30, 2023.

Agricultural Products

Through Yuxing, we develop, produce and sell high-quality flowers, green vegetables and fruits to local marketplaces and various horticulture and planting companies. We also use certain of Yuxing’s greenhouse facilities to conduct research and development activities for our fertilizer products. The three PRC provinces and municipalities that accounted for ~~80.9%~~83.2% of our agricultural products revenue for the three months ended ~~December 31, 2017~~September 30, 2023 were Shaanxi ~~(60.1%~~(67.4%), ~~Sichuan (10.4%~~Beijing (9.4%), and ~~Zhejiang (7.5%~~Shanghai (6.4%).

Digital Assets Bitcoin
In March 2023, we established Antaeus Tech Inc. (“Antaeus”) and purchased mining machines to mine digital assets Bitcoin in the State of Texas. Through Antaeus, we expanded our activities in the mining of digital assets Bitcoin.
Recent Developments

New Products ~~and distributors~~

During the three months ended ~~December 31, 2017,~~September 30, 2023, Jinong ~~did not launch any~~launched 3 new fertilizer ~~product. However, Jinong added 6 new distributors during this period.~~products but eliminated 105 unqualified distributors. During the same period, Gufeng ~~did not launch~~neither launched any new fertilizer products ~~but~~nor added ~~two~~any new distributors ~~during the three months ended December 31, 2017~~
~~Strategic Acquisitions~~
On June 30, 2016 and January 1, 2017, through Jinong, we entered into (i) Strategic Acquisition Agreements (the “SAA”), and (ii) Agreements for Convertible Notes (the “ACN”), with the shareholders of the companies as identified below (the “Targets”).

~~June 30, 2016:~~

Cash Principal of
Payment for Notes for
Acquisition Acquisition
Company Name Business Scope (RMB^[1]) (RMB)
Shaanxi Lishijie Agrochemical Co., Ltd. Sales of pesticides, agricultural chemicals, chemical fertilizers, agricultural materials; Manufacture and sales of mulches. 10,000,000 3,000,000

Songyuan Jinyangguang Sannong Service Co., Ltd. Promotion and consulting services regarding agricultural technologies; Retail sales of chemical fertilizers (including compound fertilizers and organic fertilizers); Wholesale and retail sales of pesticides, agricultural machinery and accessories; Collection of agricultural information; Development of saline-alkali soil; Promotion and development of high-efficiency agriculture and related information technology solutions for agriculture, agricultural and biological engineering high technologies; E-commerce; Cultivation of freshwater fish, poultry, fruits, flowers, vegetables, and seeds; Recycling and complex utilization of straw and stalk; Technology transfer and training; Recycling of agricultural materials ; Ecological industry planning. 8,000,000 12,000,000

Shenqiu County Zhenbai Agriculture Co., Ltd.^[2] Cultivation of crops; Storage, sales, preliminary processing and logistics distribution of agricultural by-products; Promotion and application of agricultural technologies; Purchase and sales of agricultural materials; Electronic commerce. 3,000,000 12,000,000

Weinan City Linwei District Wangtian Agricultural Materials Co., Ltd. Promotion and application of new agricultural technologies; Professional prevention of plant diseases and insect pests; Sales of plant protection products, plastic mulches, material, chemical fertilizers, pesticides, agricultural medicines, micronutrient fertilizers, hormones, agricultural machinery and medicines, and gardening tools. 6,000,000 12,000,000

Aksu Xindeguo Agricultural Materials Co., Ltd. Wholesale and retail sales of pesticides; Sales of chemical fertilizers, packaged seeds, agricultural mulches, micronutrient fertilizers, compound fertilizers, plant growth regulators, agricultural machineries, and water economizers; Consulting services for agricultural technologies; Purchase and sales of agricultural by- products. 10,000,000 12,000,000

Xinjiang Xinyulei Eco-agriculture Science and Technology Co., Ltd Sales of chemical fertilizers, packaged seeds, agricultural mulches, micronutrient fertilizers, organic fertilizers, plant growth regulators, agricultural machineries, and water economizers; Purchase and sales of agricultural by-products; Cultivation of fruits and vegetables; Consulting services and training for agricultural technologies; Storage services; Sales of articles of daily use, food and oil; On-line sales of the above-mentioned products.

Total 37,000,000 51,000,000
~~(1)~~ ~~The exchange rate between RMB and U.S. dollars on June 30, 2016 is RMB1=US$0.1508, according to the exchange rate published by Bank of China.~~
~~(2)~~ On November 30, 2017, the Company, through its wholly-owned subsidiary Jinong, discontinued the strategic acquisition agreements and the series of contractual agreements with the shareholders of Zhenbai. In return, the shareholders of Zhenbai agreed to tender the whole payment consideration in the SAA back to the Company with early termination penalties. The convertible notes paid to Zhenbai’s shareholders and the accrued interest has been forfeited.

~~January 1, 2017:~~
Cash Principal of
Payment for Notes for
Acquisition Acquisition
Company Name Business Scope (RMB^[1]) (RMB)
Sunwu County Xiangrong Agricultural Materials Co., Ltd. Sales of pesticides, agricultural chemicals, chemical fertilizers, agricultural materials; Manufacture and sales of mulches. 4,000,000 6,000,000

Anhui Fengnong Seed Co., Ltd. Wholesale and retail sales of pesticides; Sales of chemical fertilizers, packaged seeds, agricultural mulches, micronutrient fertilizers, compound fertilizers and plant growth regulators 4,000,000 6,000,000

Total 8,000,000 12,000,000
~~(2) The exchange rate between RMB and U.S. dollars on January 1, 2017 is RMB1=US$0.144, according to the exchange rate published by Bank of China.~~
Pursuant to the SAA and the ACN, the shareholders of the Targets, while retaining possession of the equity interests and continuing to be the legal owners of such interests, agreed to pledge and entrust all of their equity interests, including the proceeds thereof but excluding any claims or encumbrances, and the operations and management of its business to Jinong, in exchange of an aggregate amount of RMB45,000,000 (approximately $6,731,600) to be paid by Jinong within three days following the execution of the SAA, ACN and the VIE Agreements, and convertible notes with an aggregate face value of RMB 63,000,000 (approximately $9,418,800) with an annual fixed compound interest rate of 3% and term of three years.
~~Jinong acquired the Targets using the VIE arrangement based on our need to further develop our business and comply with the regulatory requirements under the PRC laws.~~
As our business focuses on the production of fertilizer, all our business activities intertwine with those in the agriculture industry in China. Specifically, we deal with compliance, regulation, safety, inspection, and licenses in fertilizer production, farm land use and transfer, growing and distribution of agriculture goods, agriculture basic supplies, seeds, pesticides, and trades of grains. It is an industry in which heavy regulations get implemented and strictly enforced. In addition, E-commerce, which is also under strict government regulation in the PRC, has lately become a sales and distribution channel for agricultural products. Currently, we are developing an online platform to connect the physical distribution network we either own or lease.
Compared with the regulatory environment in other jurisdictions, the regulatory environment in the PRC is unique. For example, the “M&A Rules” purports to require that an offshore special purpose vehicle controlled directly or indirectly by PRC companies or individuals and formed for purposes of overseas listing through acquisition of PRC domestic interests held by such PRC companies or individuals obtain the approval of the China Securities Regulatory Commission (the “CSRC”) prior to the listing and trading of such special purpose vehicle’s securities on an overseas stock exchange. On September 21, 2006, the CSRC published procedures regarding its approval of overseas listings by special purpose vehicles.
For both e-commerce and agriculture industries, PRC regulators limit the investment from foreign entities and set particularly rules for foreign-owned entities to conduct business. We expect these limitations on foreign-owned entities will continue to exist in e-commerce and agriculture industries. The VIE arrangement, however, provides feasibility for obtaining administrative approval process and avoiding industry restrictions that can be imposed on an entity that is a wholly-owned subsidiary of a foreign entity. The VIE agreements reduce uncertainty and the current limitation risk. It is our understanding that the VIE agreements, as well as the control we obtained through VIE arrangement, are valid and enforceable. Such legal structure does not violate the known, published, and current PRC laws. While there are substantial uncertainties regarding the interpretation and application of PRC Laws and future PRC laws and regulations, and there can be no assurance that the PRC authorities will take a view that is not contrary to or otherwise different from our belief and understanding stated above, we believe the substantial difficulty that we experienced previously to conduct business in agriculture as a foreign ownership ca be greatly reduced by the VIE arrangement. Further, as an integral part of the VIE arrangement, the underlying equity pledge agreements provide legal protection for the control we obtained. Pursuant to the equity pledge agreements, we have completed the equity pledge processes with the Targets to ensure the complete control of the interests in the Targets. The shareholders of the Targets are not entitled to transfer any shares to a third party under the exclusive option agreements. If necessary, they may transfer shares to our company without consideration.
While the VIE arrangement provides us with the feasibility to conduct our business in the E-Commerce and agriculture industries, validity and enforceability of VIE arrangement is subject to (i) any applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws affecting creditors’ rights generally, (ii) possible judicial or administrative actions or any PRC Laws affecting creditors’ rights, (iii) certain equitable, legal or statutory principles affecting the validity and enforceability of contractual rights generally under concepts of public interest, interests of the State, national security, reasonableness, good faith and fair dealing, and applicable statutes of limitation; (iv) any circumstance in connection with formulation, execution or implementation of any legal documents that would be deemed materially mistaken, clearly unconscionable, fraudulent, coercive at the conclusions thereof; and (v) judicial discretion with respect to the availability of indemnifications, remedies or defenses, the calculation of damages, the entitlement to attorney’s fees and other costs, and the waiver of immunity from jurisdiction of any court or from legal process. Validity and enforceability of VIE arrangement is also subject to risk derived from the discretion of any competent PRC legislative, administrative or judicial bodies in exercising their authority in the PRC. As a result, there can no assurance that any of such PRC Laws will not be changed, amended or replaced in the immediate future or in the longer term with or without retrospective effect.

Results of Operations

Three Months ended ~~December 31, 2017~~September 30, 2023 Compared to the Three Months ended ~~December 31, 2016.~~September 30, 2022.

2017 2016 Change $ Change %
Sales
Jinong 26,211,280 26,825,674 (614,394 ) -2.3 %
Gufeng 24,447,721 21,066,559 3,381,162 16.0 %
Yuxing 1,953,748 2,454,314 (500,566 ) -20.4 %
Sales VIEs 11,350,893 8,398,466 2,952,427 35.2 %
Net sales 63,963,642 58,745,013 5,218,629 8.9 %
Cost of goods sold
Jinong 13,265,827 12,332,360 933,467 7.6 %
Gufeng 21,160,024 18,138,659 3,021,365 16.7 %
Yuxing 1,536,238 1,934,046 (397,808 ) -20.6 %
Sales VIEs 9,452,987 7,159,707 2,293,280 32.0 %
Cost of goods sold 45,415,076 39,564,772 5,850,304 14.8 %
Gross profit 18,548,566 19,180,241 (631,675 ) -3.3 %
Operating expenses
Selling expenses 7,682,008 3,965,382 3,716,626 93.7 %
Selling expenses - amortization of deferred asset 0 3,475,438 (3,475,438 ) -100.0 %
General and administrative expenses 937,359 4,633,905 (3,696,546 ) -79.8 %
Total operating expenses 8,619,367 12,074,725 (3,455,358 ) -28.6 %
Income from operations 9,929,199 7,105,516 2,823,683 39.7 %
Other income (expense)
Other income (expense) (669,760 ) (114,115 ) (555,645 ) 486.9 %
Interest income 130,248 76,494 53,754 70.3 %
Interest expense (94,587 ) (93,246 ) (1,341 ) 1.4 %
Total other income (expense) (634,099 ) (130,867 ) (503,232 ) 384.5 %
Income before income taxes 9,295,101 6,974,649 2,320,452 33.3 %
Provision for income taxes 1,521,646 1,468,638 53,008 3.6 %
Net income 7,773,455 5,506,011 2,267,444 41.2 %
Other comprehensive income (loss)
Foreign currency translation gain (loss) 8,255,781 (1,205,884 ) 9,461,665 -784.6 %
Comprehensive income (loss) 16,029,236 4,300,127 11,729,109 272.8 %

Basic weighted average shares outstanding 365,987 37,658,062 (37,292,075 ) -99.0 %
Basic net earnings per share 0.20 0.15 (0.07 ) 37.0 %
Diluted weighted average shares outstanding 365,987 37,658,062 (37,292,075 ) -99.0 %
Diluted net earnings per share 0.20 0.15 (0.07 ) 37.0 %
2023 2022 Change $ Change %
Sales
Jinong $ 9,288,758 $ 12,148,002 (2,859,244 ) -23.5 %
Gufeng 10,421,274 12,578,822 (2,157,548 ) -17.2 %
Yuxing 2,342,716 2,870,501 (527,785 ) -18.4 %
Antaeus 345,114 - 345,114 -
Net sales 22,397,862 27,597,325 (5,199,463 ) -18.8 %

Cost of goods sold

Jinong 6,606,614 8,760,170 (2,153,556 ) -24.6 %
Gufeng 8,995,321 11,254,877 (2,259,556 ) -20.1 %
Yuxing 1,877,527 2,397,469 (519,942 ) -21.7 %
Antaeus 268,546 - 268,546 -
Cost of goods sold 17,748,008 22,412,516 (4,664,508 ) -20.8 %
Gross profit 4,649,854 5,184,809 (534,955 ) -10.3 %
Operating expenses
Selling expenses 1,879,155 2,437,354 (558,199 ) -22.9 %
General and administrative expenses 4,556,606 3,285,115 1,271,491 38.7 %
Total operating expenses 6,435,761 5,722,469 713,292 12.5 %
Loss from operations (1,785,907 ) (537,660 ) (1,248,247 ) 232.2 %
Other income (expense)
Other income (expense) 9,783 27,790 (18,007 ) -64.8 %
Interest income 55,072 64,000 (8,928 ) -13.9 %
Interest expense (67,554 ) (82,244 ) 14,690 -17.9 %
Total other income (expense) (2,699 ) 9,546 (12,245 ) -128.3 %
Loss before income taxes (1,788,606 ) (528,114 ) (1,260,492 ) 238.7 %
Provision for income taxes (4,413 ) - (4,413 ) -
Net loss (1,784,193 ) (528,114 ) (1,256,078 ) 237.8 %

Other comprehensive loss
Foreign currency translation loss (836,377 ) (10,920,158 ) 10,083,781 -92.3 %
Comprehensive loss $ (2,620,570 ) $ (11,448,272 ) 8,827,703 -77.1 %

Net Sales

Total net sales for the three months ended ~~December 31, 2017~~September 30, 2023 were ~~$63,963,642, an increase~~$22,397,862, a decrease of ~~$5,218,629~~$5,199,463 or ~~8.9%~~18.8%, from ~~$58,745,013~~$27,597,325 for the three months ended ~~December 31, 2016.~~September 30, 2022. This ~~increase~~decrease was ~~primarily~~mainly due to ~~an increase in sales VIE’s and Gufeng’s~~the decrease for Jinong’s net sales.

For the three months ended ~~December 31, 2017,~~September 30, 2023, Jinong’s net sales decreased ~~$614,394,~~$2,859,244, or ~~2.3%~~23.5%, to ~~$26,211,280~~$9,288,758 from ~~$26,825,674~~$12,148,002 for the three months ended ~~December 31, 2016.~~September 30, 2022. This decrease was mainly ~~attributable~~due to ~~the decrease in~~ Jinong’s lower sales volume in the last three months. Jinong sold approximately 8,036 metric tons of fertilizer products for the three months ended September 30, 2023, decreased 1,349 tons or 14.4%, as compared to 9,385 metric tons for the three months ended September 30, 2022.

For the three months ended ~~December 31, 2017,~~September 30, 2023, Gufeng’s net sales were ~~$24,447,721, an increase~~$10,421,274, a decrease of ~~$3,381,162,~~$2,157,548 or ~~16.0%~~17.2%, from ~~$21,066,559~~$12,578,822 for the three months ended ~~December 31, 2016.~~September 30, 2022. This ~~increase~~decrease was mainly ~~attributable~~due to ~~the increase~~Gufeng’s lower sales volume in ~~market demand during~~ the last three months. Gufeng sold approximately 20,809 metric tons of fertilizer products for the three months ended September 30, 2023, decreased 3,362 tons or 13.9%, as compared to 24,171 metric tons for the three months ended September 30, 2022.

For the three months ended ~~December 31, 2017,~~September 30, 2023, Yuxing’s net sales were ~~$1,953,748,~~$2,342,716, a decrease of ~~$500,566~~$527,785 or ~~20.4%~~18.4%, from ~~$2,454,314~~$2,870,501 for the three months ended ~~December 31, 2016.~~September 30, 2022. The decrease was mainly due to the decrease in market demand during the ~~last~~ three ~~months.~~months ended September 30, 2023.

For the three months ended ~~December 31, 2017, VIEs’~~September 30, 2023, Antaeus’s net sales were $11,350,893, an increase of $2,952,427 or 35.2%, from $8,398,466 for the three months ended December 31, 2016. The increase was mainly attributable to the increase in market demand during the last three months.$345,114.

Cost of Goods Sold

Total cost of goods sold for the three months ended ~~December 31, 2017~~September 30, 2023 was ~~$45,415,076, an increase~~$17,748,008, a decrease of ~~$5,850,304,~~$4,664,508, or ~~14.8%~~20.8%, from ~~$39,564,772~~$22,412,516 for the three months ended ~~December 31, 2016.~~September 30, 2022. The ~~increase~~decrease was mainly due ~~to the increase in sales VIE’s and Gufeng’s cost of goods sold which increased 32.0% and 16.7% respectively.~~lower sales.

Cost of goods sold by Jinong for the three months ended ~~December 31, 2017~~September 30, 2023 was ~~$13,265,827,~~$6,606,614, a decrease of ~~$933,467,~~$2,153,556, or ~~7.6%~~24.6%, from ~~$12,332,360~~$8,760,170 for the three months ended ~~December 31, 2016.~~September 30, 2022. The decrease in cost of goods was primarily ~~attributable~~due to ~~the 2.3% decrease~~lower sales in ~~net sale during the~~ last three ~~months.~~months ended September 30, 2023.

Cost of goods sold by Gufeng for the three months ended ~~December 31, 2017~~September 30, 2023 was ~~$21,160,024, an increase~~$8,995,321, a decrease of ~~$3,021,365,~~$2,259,556, or ~~16.7%~~20.1%, from ~~$18,138,659~~$11,254,877 for the three months ended ~~December 31, 2016.~~September 30, 2022. This ~~increase~~decrease was primarily ~~attributable~~due to the ~~more products sold during the~~17.2% decrease in net sale in last three ~~months.~~months ended September 30, 2023.

For three months ended ~~December 31, 2017,~~September 30, 2023, cost of goods sold by Yuxing was ~~$1,536,238,~~$1,877,527, a decrease of ~~$397,808~~$519,942, or ~~20.6%~~21.7%, from ~~$1,934,046~~$2,397,469 for the three months ended ~~December 31, 2016. The~~September 30, 2022. This decrease ~~in cost of goods~~ was primarily ~~attributable~~due to the ~~20.4%~~18.4% decrease in net sale ~~during the~~in last three ~~months.~~months ended September 30, 2023.

~~Cost~~For the three months ended September 30, 2023, cost of goods sold by ~~VIEs for the three months ended December 31, 2017~~Antaeus was $9,452,987, an increase of $2,293,280, or 32.0%, from $7,159,707 for the three months ended December 31, 2016. This increase was primarily attributable to the more products sold during the last three months.$268,546.

Gross Profit

Total gross profit for the three months ended ~~December 31, 2017~~September 30, 2023 decreased by ~~$631,675,~~$534,955, or ~~3.3%~~10.3%, to ~~$18,548,566,~~$4,649,854, as compared to ~~$19,180,241~~$5,184,809 for the three months ended ~~December 31, 2016.~~September 30, 2022. Gross profit margin percentage was ~~29.0%~~20.8% and ~~32.6%~~18.8% for the three months ~~ended December 31, 2017~~Ended September 30, 2023 and ~~2016,~~2022, respectively.

Gross profit generated by Jinong decreased by ~~$1,547,861,~~$705,688, or ~~10.7%~~20.8%, to ~~$12,945,453~~$2,682,144 for the three months ended ~~December 31, 2017~~September 30, 2023 from ~~$14,493,314~~$3,387,832 for the three months ended ~~December 31, 2016.~~September 30, 2022. Gross profit margin percentage from Jinong’s sales was approximately ~~49.4%~~28.9% and ~~54.0%~~27.9% for the three months ~~ended December 31, 2017~~Ended September 30, 2023 and ~~2016,~~2022, respectively. ~~The decrease in gross profit margin was mainly due to higher raw material cost and higher packaging cost.~~

For the three months ended ~~December 31, 2017,~~September 30, 2023, gross profit generated by Gufeng was ~~$3,287,697,~~$1,425,953, an increase of ~~$359,797,~~$102,008, or ~~12.3%~~7.7%, from ~~$2,927,900~~$1,323,945 for the three months ended ~~December 31, 2016.~~September 30, 2022. Gross profit margin percentage from Gufeng’s sales was approximately ~~13.4%~~13.7% and ~~13.9%~~10.5% for the three months ended ~~December 31, 2017~~September 30, 2023 and ~~2016,~~2022, respectively.
For the three months ended September 30, 2023, gross profit generated by Yuxing was $465,189, a slightly decrease of $7,843, or 1.7% from $473,032 for the three months ended September 30, 2022. The gross profit margin percentage was approximately 19.9% and 16.5% for the three months Ended September 30, 2023 and 2022, respectively. The ~~decrease~~increase in gross profit margin percentage was mainly due to the ~~increase~~decrease in product ~~costs and the decrease in sales prices.~~costs.

For the three months ended ~~December 31, 2017,~~September 30, 2023, gross profit generated by ~~Yuxing~~Antaeus was ~~$417,510, a decrease of $102,758, or 19.8% from $520,268 for the three months ended December 31, 2016.~~$76,568. The gross profit margin was approximately ~~21.4% and 21.2%~~22.2% for the three months ended ~~December 31, 2017 and 2016, respectively, which is slightly increased.~~September 30, 2023.

Gross profit generated by VIEs increased by $659,147, or 53.2%, to $1,897,906 for the three months ended December 31, 2017 from $ 1,234,759 for the three months ended December 31, 2016. Gross profit margin from VIE’s sales was approximately 16.7% and 14.7% for the three months ended December 31, 2017 and 2016, respectively.

Selling Expenses

Our selling expenses consisted primarily of salaries of sales personnel, advertising and promotion expenses, freight-out costs and related compensation. Selling expenses were ~~$7,682,008,~~$1,879,155, or ~~12.0%~~8.4%, of net sales for the three months ended ~~December 31, 2017,~~September 30, 2023, as compared to ~~$3,965,382,~~$2,437,354, or ~~6.8%~~8.8%, of net sales for the three months ended ~~December 31, 2016, an increase~~September 30, 2022, a decrease of ~~$3,716,626,~~$558,199, or ~~93.7%~~22.9%. The decrease in selling expense was caused by the decrease in marketing activities.

The selling expenses of Jinong for the three months ended ~~December 31, 2017~~September 30, 2023 were ~~$7,172,773~~$1,795,441 or ~~27.4%~~19.3% of Jinong’s net sales, as compared to selling expenses of ~~$3,637,790~~$2,351,821 or ~~13.6%~~19.4% of Jinong’s net sales for the three months ended ~~December 31, 2016. The increase in Jinong’s selling expenses was due to Jinong’s expanded marketing efforts.~~September 30, 2022. The selling expenses of Yuxing were ~~$10,498~~$19,837 or ~~0.5%~~0.8% of Yuxing’s net sales for the three months ended ~~December 31, 2017,~~September 30, 2023, as compared to ~~$11,264~~$19,046 or ~~0.5%~~0.7% of Yuxing’s net sales for the three months ended ~~December 31, 2016.~~September 30, 2022. The selling expenses of Gufeng were ~~$ 189,945~~$63,877 or ~~0.1%~~0.6% of Gufeng’s net sales for the three months ended ~~December 31, 2017,~~September 30, 2023, as compared to ~~$68,080~~$66,487 or ~~0.3%~~0.5% of Gufeng’s net sales for the three months ended ~~December 31, 2016. The~~September 30, 2022. There is no selling expenses ~~of VIEs were $319,290 or 2.4% of VIEs’ net sales~~for Antaeus for the three months ended ~~December 31, 2017, as compared to $248,248, or 3.0% of VIEs’ net sales for the three months ended December 31, 2016.~~September 30, 2023.

~~Selling Expenses – amortization of deferred assets~~
Our selling expenses - amortization of our deferred assets were 0 for the three months ended December 31, 2017, as compared to $3,475,438, or 5.9% of net sales for the three months ended December 31, 2016. This decrease was due to the fact that all deferred assets were fully amortized and therefore no amortization was recorded on the fully amortized assets during the three months ended December 31, 2017.
General and Administrative Expenses

General and administrative expenses consisted primarily of related salaries, rental expenses, business development, depreciation and travel expenses incurred by our general and administrative departments and legal and professional expenses including expenses incurred and accrued for certain litigation. General and administrative expenses were ~~$937,359,~~$4,556,606, or ~~1.5%~~20.3% of net sales for the three months ended ~~December 31, 2017,~~September 30, 2023, as compared to ~~$ 4,633,905,~~$3,285,115, or ~~12.1%,~~11.9% of net sales for the three months ended ~~December 31, 2016, a decrease~~September 30, 2022, an increase of ~~$ 3,696,546,~~$1,271,491, or ~~79.8%~~38.7%. The increase in general and administrative expenses was mainly due to higher general and administrative expenses for Jinong and Gufeng. Jinong’s general and administrative expenses were $1,031,827 for the three months ended September 30, 2023, increased $915,460, or 786.7%, as compared to $116,367 for the three months ended September 30, 2022. Gufeng’s general and administrative expenses were $2,581,958 for the three months ended September 30, 2023, increased $660,770, or 34.4%, as compared to $1,921,188 for the three months ended September 30, 2022.

Total Other ~~Expenses~~Income (Expenses)

Total other ~~expenses~~income (expenses) consisted of income from subsidies received from the PRC government, interest income, interest expenses and bank charges. Total other expense for the three months ended ~~December 31, 2017~~September 30, 2023 was ~~$572,155,~~$2,699, as compared to ~~$130,867~~other income of $9,546 for the three months ended ~~December 31, 2016, an increase in expense of $441,288, or 337.2%.~~September 30, 2022. The ~~increase in total other expense~~difference was ~~largely resulted from the increase for bank charges and accretion expenses offset by~~mainly due to the decrease in ~~interest expenses.~~other income with amount of 18,007, or 64.8% from $27,790 for the three months ended September 30, 2022 to $9,783 for the three months ended September 30, 2023. There was $21,898 in subsidy income for the three months ended September 30, 2022, compared to no subsidy income for the three months ended September 30, 2023.

Income Taxes

Jinong is subject to a preferred tax rate of 15% ~~as a result~~because of its business being classified as a High-Tech project under the PRC Enterprise Income Tax Law (“EIT”) that became effective on January 1, 2008. Jinong incurred no income tax expenses ~~of $1,836,635~~ for the three months ended ~~December 31, 2017, as compared to $891,953 for the three months ended December 31, 2016, an increase of $ 944,682, or 105.9%.~~September 30, 2023 and 2022.

Gufeng is subject to a tax rate of 25%, incurred no income tax expenses ~~of $ 1,159,097~~ for the three months ended ~~December 31, 2017, as compared to $484,768 for the three months ended December 31, 2016, an increase of $ 674,329, or 139.1%, which was primarily due to Gufeng’s increased net income.~~September 30, 2023 and 2022.

Yuxing ~~has~~inccured no income tax for the three months ended ~~December 31, 2017~~September 30, 2023 and ~~2016 as a result~~2022 because of being exempted from paying income tax due to its products ~~falling~~fall into the tax exemption list set out in the EIT.

~~Net Income~~
~~Net~~Antaeus is subject to a tax rate of 21% and had income tax expense of $(4,413) for the three months ended ~~December 31, 2017 was $7,773,455, an increase of $2,267,444, or 41.2%, compared to $5,506,011~~September 30, 2023.
Net loss
Net loss for the three months ended ~~December 31, 2016.~~September 30, 2023 was $(1,784,193), an increase in loss of $1,256,078, or 237.8%, compared to net loss of $(528,114) for the three months ended September 30, 2022. Net ~~income~~loss as a percentage of total net sales was approximately ~~12.2%~~-8.0% and ~~9.4%~~-1.9% for the three months ~~ended December 31, 2017~~Ended September 30, 2023 and ~~2016,~~2022, respectively.

~~Six Months ended December 31, 2017 Compared to the Six Months ended December 31, 2016.~~
2017 2016 Change $ Change %
Sales
Jinong 52,985,040 58,253,394 (5,268,354 ) -9.0 %
Gufeng 42,669,787 36,876,073 5,793,714 15.7 %
Yuxing 3,746,391 3,809,725 (63,334 ) -1.7 %
Sales VIEs 27,330,927 21,690,443 5,640,484 26.0 %
Net sales 126,732,145 120,629,635 6,102,510 5.1 %
Cost of goods sold
Jinong 26,378,583 25,601,590 776,993 3.0 %
Gufeng 37,146,453 31,523,736 5,622,717 17.8 %
Yuxing 2,928,791 2,979,654 (50,863 ) -1.7 %
Sales VIEs 22,661,751 17,913,386 4,748,365 26.5 %
Cost of goods sold 89,115,578 78,018,366 11,097,212 14.2 %
Gross profit 37,616,567 42,611,269 (4,994,702 ) -11.7 %
Operating expenses
Selling expenses 12,861,012 8,977,450 3,883,562 43.3 %
Selling expenses - amortization of deferred asset 9,584,220 (9,584,220 ) -100.0 %
General and administrative expenses 7,909,981 7,865,392 44,589 0.6 %
Total operating expenses 20,770,993 26,427,062 (5,656,069 ) -21.4 %
Income from operations 16,845,574 16,184,207 661,367 4.1 %
Other income (expense)
Other income (expense) (676,991 ) (155,172 ) (521,819 ) 336.3 %
Interest income 218,162 153,116 65,046 42.5 %
Interest expense (274,162 ) (231,791 ) (42,371 ) 18.3 %
Total other income (expense) (732,991 ) (233,847 ) (499,144 ) 213.4 %
Income before income taxes 16,112,584 15,950,360 162,224 1.0 %
Provision for income taxes 3,244,301 3,092,769 151,532 4.9 %
Net income 12,868,283 12,857,591 10,692 0.1 %
Other comprehensive income (loss)
Foreign currency translation gain (loss) 8,495,999 (16,447,063 ) 24,943,062 -151.7 %
Comprehensive income (loss) 21,364,282 (3,589,472 ) 24,953,754 -695.2 %

Basic weighted average shares outstanding 38,551,264 37,653,333 897,931 2.4 %
Basic net earnings per share 0.33 0.34 (0.01 ) -2.2 %
Diluted weighted average shares outstanding 38,551,264 37,653,333 897,931 2.4 %
Diluted net earnings per share 0.33 0.34 (0.01 ) -2.2 %
~~Net Sales~~
~~Total net sales for the six months ended December 31, 2017 were $126,732,145, an increase of $6,102,510, or 5.1%, from $120,629,635 for the six months ended December 31, 2016.~~
This increase was largely due to the increase of VIEs’ net sales during the six months ended December 31, 2017. The VIEs’ net sales for the six months ended December 31, 2017 were $27,330,927, an increase of $5,640,484, or 26.0% from the same period a year ago.

For the six months ended December 31, 2017, Jinong’s net sales decreased by $5,268,354, or 9.0%, to $52,985,040 from $58,253,394 for the six months ended December 31, 2016. This decrease was mainly attributable to the decrease in Jinong’s sales volume, which was result of Jinong’s implementation of its new sales strategy that further focuses on producing high-margin liquid fertilizer during the last six months.
For the six months ended December 31, 2017, Gufeng’s net sales were $42,669,787, an increase of $5,793,714 or 15.7% from $36,876,073 for the six months ended December 31, 2016. This increase was mainly attributable to the increase in Gufeng’s sales volume, which was result of the increase in market demand during the six months ended December 31, 2017.
For the six months ended December 31, 2017, Yuxing’s net sales were $3,746,391, a slight decrease of $63,334 or 1.7%, from $3,809,725 during the six months ended December 31, 2016. The decrease was mainly attributable to the decrease in market demand.
For the six months ended December 31, 2017, VIEs’ net sales were $ 27,330,927, an increase of $ 5,640,484 or 26.0% from $ 21,690,443 for the six months ended December 31, 2016. This increase was mainly attributable to the increase in VIEs’ sales volume, which was result of the increase in market demand during the six months ended December 31, 2017.
~~Cost of Goods Sold~~
Total cost of goods sold for the six months ended December 31, 2017 was $89,115,578, an increase of $11,097,212, or 14.2%, from $78,018,366 for the six months ended December 31, 2016. This increase was mainly due to the increase for Jinong and VIE’s cost of goods sold.
Cost of goods sold by Jinong for the six months ended December 31, 2017 was $26,378,583, an increase of $776,993, or 3.0%, from $25,601,590 for the six months ended December 31, 2016. The increase was primarily due to the higher labor cost.
Cost of goods sold by Gufeng for the six months ended December 31, 2017 was $37,146,453 an increase of $5,622,717, or 17.8%, from $31,523,736 for the six months ended December 31, 2016. This increase was primarily attributable to the increase in net sales during the last six months.
For the six months ended December 31, 2017, cost of goods sold by Yuxing was $2,928,791, a slight decrease of $50,863, or 1.7%, from $2,979,654 for the six months ended December 31, 2016. This decrease was mainly due to the decrease in Yuxing’s net sales.
Cost of goods sold by VIEs for the six months ended December 31, 2017 was $22,661,751 an increase of $4,748,365, or 26.5%, from $ 17,913,386 for the six months ended December 31, 2016. This increase was primarily attributable to the increase in net sales during the last six months.
~~Gross Profit~~
Total gross profit for the six months ended December 31, 2017 decreased by $4,994,702 to $37,616,567, as compared to $42,611,269 for the six months ended December 31, 2016. Gross profit margin was 29.7% and 35.3% for the six months ended December 31, 2017 and 2016, respectively.
Gross profit generated by Jinong decreased by $ 6,045,347, or 18.5%, to $26,606,457 for the six months ended December 31, 2017 from $32,651,804 for the six months ended December 31, 2016. Gross profit margin from Jinong’s sales was approximately 50.2% and 56.1% for the six months ended December 31, 2017 and 2016, respectively. The decrease in gross profit margin was mainly due to higher raw material cost and higher packaging cost.
For the six months ended December 31, 2017, gross profit generated by Gufeng was $5,523,334, an increase of $170,997, or 3.2%, from $5,352,337 for the six months ended December 31, 2016. Gross profit margin from Gufeng’s sales was approximately 12.9% and 14.5% for the six months ended December 31, 2017 and 2016, respectively. The decrease in gross profit percentage was mainly due to the increased weight for lower-margin products sales in Gufeng’s total sales answering to market demand.

For the six months ended December 31, 2017, gross profit generated by Yuxing was $817,600, a slight decrease of $12,471, or 1.5% from $830,071 for the six months ended December 31, 2016. The gross profit margin was approximately 21.8% and 21.8% for the six months ended December 31, 2017 and 2016, respectively.
For the six months ended December 31, 2017, gross profits generated by VIEs were $4,669,176, an increase of $892,119, or 23.6%, from $3,777,057 for the six months ended December 31, 2016. Gross profit margin from VIEs’ sales was approximately 17.1% and 17.4% for the six months ended December 31, 2017 and 2016, respectively. The slight decrease in gross profit percentage was mainly due to higher raw material cost.
~~Selling Expenses~~
Our selling expenses consisted primarily of salaries of sales personnel, advertising and promotion expenses, freight-out costs and related compensation. Selling expenses were $12,861,012, or 10.1%, of net sales for the six months ended December 31, 2017, as compared to $8,977,450or 7.4% of net sales for the six months ended December 31, 2016, an increase of $3,883,562, or 43.3%. This increase was primarily due to Jinong. The selling expenses of Jinong for the six months ended December 31, 2017 were $12,015,951 or 22.7% of Jinong’s net sales, as compared to selling expenses of $8,142,911 or 14.0% of Jinong’s net sales for the six months ended December 31, 2016. The increase in Jinong’s selling expenses was due to Jinong’s expanded marketing efforts and the increase in shipping costs. The selling expenses of Yuxing were $20,144 or 0.5% of Yuxing’s net sales for the six months ended December 31, 2017, as compared to $18,975, or 0.5% of Yuxing’s net sales for the six months ended December 31, 2016. The selling expenses of Gufeng were $285,721 or 0.7% of Gufeng’s net sales for the six months ended December 31, 2017, as compared to $213,408 or 0.6% of Gufeng’s net sales for the six months ended December 31, 2016. The selling expenses of VIEs were $559,341, or 1.8%, of VIEs’ net sales or the six months ended December 31, 2017, as compared to $602,156, or 2.8% of VIEs’ net sales for the six months ended December 31, 2016.
~~Selling Expenses – amortization of deferred assets~~
Our selling expenses - amortization of deferred assets were 0 for the six months ended December 31, 2017, as compared to $9,584,220, or 7.9% of net sales, for the six months ended December 31, 2016. This decrease was due to the fact that all deferred assets were fully amortized and therefore no amortization was recorded on the fully amortized assets during the six months ended December 31, 2017.
~~General and Administrative Expenses~~
General and administrative expenses consisted primarily of related salaries, rental expenses, business development, depreciation and travel expenses incurred by our general and administrative departments and legal and professional expenses including expenses incurred and accrued for certain litigation. General and administrative expenses were $7,909,981, or 6.2% of net sales for the six months ended December 31, 2017, as compared to $7,865,392, or 6.5%, of net sales for the six months ended December 31, 2016, an increase of $44,589, or 0.6%.
~~Total Other Income and Expenses~~
~~Total other income and expenses consisted of income from subsidies~~received from the PRC government, interest income, interest expenses and bank charges. The total other expense for the six months ended December 31, 2017 was $732,991, as compared to $ 233,847 for the six months ended December 31, 2016, an increase of $499,144, or 213.4%. The increase in total other expense mainly resulted from the increase for bank charges and accretion expenses. The bank charges increased by $128,854 or 1207.4%, to $139,626 during the six months ended December 31, 2017 as compared to $10,672 during the six months ended December 31, 2016. Accretion expenses increased by $174,274 or 112.2%, to $329,609 during the six months ended December 31, 2017 as compared to $155,335 during the six months ended December 31, 2016.

~~Income Taxes~~
Jinong is subject to a preferred tax rate of 15% as a result of its business being classified as a High-Tech project under the PRC Enterprise Income Tax Law (“EIT”) that became effective on January 1, 2008. Jinong incurred income tax expenses of $ 1,845,926 for the six months ended December 31, 2017, as compared to $1,879,465 for the six months ended December 31, 2016, a decrease of $33,539, or 1.8%.
Gufeng, subject to a tax rate of 25%, incurred income tax expenses of $ 1,159,097 for the six months ended December 31, 2017, as compared to $792,503 for the six months ended December 31, 2016, an increase of $366,594, or 46.3%. The increase is mainly due to the increase in net sales for Gufeng for the six months ended December 31, 2017 comparing to the same period of last year.
~~Yuxing had no income tax for the six months ended December 31, 2017 as a result of being exempted from paying income tax due to its products falling into the tax exemption list set out in the EIT.~~
~~Net Income~~
Net income for the six months ended December 31, 2017 was $12,868,283, a slight increase of $10,692, or 0.1%, compared to $12,857,591 for the six months ended December 31, 2016. Net income as a percentage of total net sales was approximately 10.2% and 10.7 % for the six months ended December 31, 2017 and 2016, respectively.
Discussion of Segment Profitability Measures

As of ~~December 31, 2017,~~September 30, 2023, we were engaged in the following businesses: the production and sale of fertilizers through Jinong and Gufeng, the production and sale of high-quality agricultural products by Yuxing and the ~~sales~~production and sale of ~~agriculture materials~~Bitcoin by ~~the sales VIEs.~~Antaeus. For financial reporting purpose, our operations were organized into four main business segments based on locations and products: Jinong (fertilizer production), Gufeng (fertilizer production) ~~and~~, Yuxing (agricultural products production) and ~~the sales VIEs.~~Antaeus (Bitcoin). Each of the segments has its own annual budget about development, production and sales.


Each of the four operating segments referenced above has separate and distinct general ledgers. The chief operating decision maker (“CODM”) makes decisions with respect to resources allocation and performance assessment upon receiving financial information, including revenue, gross margin, operating income and net income produced from the various general ledger systems; however, net income by segment is the principal benchmark to measure profit or loss adopted by the CODM.

For Jinong, the net income (loss) decreased by ~~$ 264,477,~~$1,098,712, or ~~2.6%~~111.6%, to ~~$ 10,460,249~~$(114,362) for ~~six~~the three months ended ~~December 31, 2017,~~September 30, 2023, from ~~$10,195,772~~$984,350 for the ~~six~~three months ended ~~December 31, 2016.~~September 30, 2022. The decrease in net income was principally due to lower sales and higher ~~selling~~general and administrative expenses.

For Gufeng, the net ~~income~~loss increased by ~~$ 1,492,367~~$515,923, or ~~75.2%~~69.1%, to ~~$ 3,477,292.48~~$(1,262,423) for ~~six~~the three months ended ~~December 31, 2017~~September 30, 2023, from ~~$ 1,984,925~~$(746,500) for ~~six~~the three months ended ~~December 31, 2017.~~September 30, 2022. The ~~increase was principally due to the~~ increase in net ~~sales.~~
~~For Yuxing, the net income decreased $89,368 or 18.3% to $ 398,491 for six months ended December 31, 2017 from $ 487,859 for six months ended December 31, 2017. The decrease~~loss was ~~mainly due to the decrease in net sales.~~
~~For the VIEs, the net income was $ 199,680 for year ended December 31, 2017, decreased by $ 1,845,894 or 90.2%, from $2,045,574 for six months ended December 31, 2016. The decrease was mainly~~principally due to the increase in general and administrative ~~expenses~~expenses.
For Yuxing, the net income decreased $57,315 or 27.1%, to $154,271 for the ~~sales VIEs.~~three months ended September 30, 2023 from $211,586 for the three months ended September 30, 2022. The decrease was mainly due to lower net sales.

For Antaeus, the net loss was $(16,603) for the three months ended September 30, 2023.
Liquidity and Capital Resources

Our principal sources of liquidity include cash from operations, borrowings from local commercial banks and net proceeds of offerings of our ~~securities consummated in July 2009 and November/December 2009 (collectively the “Public Offerings”).~~securities.

As of ~~December 31, 2017,~~September 30, 2023, cash and cash equivalents were ~~$145,417,158, an increase~~$67,285,823, a decrease of ~~$22,366,610,~~$3,856,365, or ~~18.2%~~5.4%, from ~~$123,050,548~~$71,142,188 as of June 30, ~~2017.~~2023.

We intend to use ~~some of~~ the ~~remaining~~ net proceeds from ~~the Public Offerings,~~our securities offerings, as well as other working capital if required, to acquire new businesses, upgrade production lines and complete Yuxing’s new greenhouse facilities for agriculture products located on 88 acres of land in Hu County, 18 kilometers southeast of Xi’an city. ~~Yuxing purchased a set of agricultural products testing equipment for the year of 2016.~~ We believe that we have sufficient cash on hand and positive projected cash flow from operations to support our business growth for the next twelve months to the extent we do not have further significant acquisitions or expansions. However, if events or circumstances occur and we do not meet our operating plan as expected, we may be required to seek additional capital and/or to reduce certain discretionary spending, which could have a material adverse effect on our ability to achieve our business objectives. Notwithstanding the foregoing, we may seek additional financing as necessary for expansion purposes and when we believe market conditions are most advantageous, which may include additional debt and/or equity financings. There can be no assurance that any additional financing will be available on acceptable terms, if at all. Any equity financing may result in dilution to existing stockholders and any debt financing may include restrictive covenants.

The following table sets forth a summary of our cash flows for the periods indicated:

Six Months Ended
December 31,
2017 2016
Net cash provided by operating activities $ 20,535,360 $ 18,178,990
Net cash used in investing activities (23,086 ) (74,353 )
Net cash provided by (used in) financing activities (1,330,290 ) 300,000
Effect of exchange rate change on cash and cash equivalents 3,184,627 (4,726,271 )
Net increase in cash and cash equivalents 22,366,611 13,678,366
Cash and cash equivalents, beginning balance 123,050,548 102,896,486
Cash and cash equivalents, ending balance $ 145,417,159 $ 116,574,852
Three Months Ended
September 30,
2023 2022
Net cash used in operating activities $ (626,510 ) $ (2,995,510 )
Net cash (used in) provided by investing activities (1,507,026 ) 683,884
Net cash (used in) provided by financing activities (1,383,960 ) 18,025,034
Effect of exchange rate change on cash and cash equivalents (338,869 ) (3,651,176 )
Net (decrease) increase in cash and cash equivalents (3,856,365 ) 12,062,232
Cash and cash equivalents, beginning balance 71,142,188 57,770,303
Cash and cash equivalents, ending balance $ 67,285,823 $ 69,832,535

Operating Activities

Net cash ~~provided by~~used in operating activities was ~~$20,535,360~~$626,510 for the ~~six~~three months ended ~~December 31, 2017, an increase~~September 30, 2023, a decrease of ~~$2,356,370,~~$2,369,000, or ~~13.0%~~79.1%, from cash ~~provided by~~used in operating activities of ~~$18,178,990~~$2,995,510 for the ~~six~~three months ended ~~December 31, 2016.~~September 30, 2022. The ~~increase~~decrease in cash used in operating activities was mainly ~~attributable~~due to an increase in ~~accounts payable and decrease in advances to suppliers~~customer deposits during the ~~six~~three months ended ~~December 31, 2017~~September 30, 2023 as compared to the same period in ~~2016.~~2022.

Investing Activities

Net cash used in investing activities for the ~~six~~three months ended ~~December 31, 2017~~September 30, 2023 was ~~$23,086, an increase of $51,267, or 69.0%,~~$1,507,026, compared to cash ~~used in~~provided by investing activities of ~~$74,353~~$683,884 for the ~~six~~three months ended ~~December 31, 2016.~~September 30, 2022. The difference of $2,190,910 was mainly due to ~~the fact that the Company purchased less~~purchase of plant, property, and equipment with amount of $1,507,026 during the ~~last six~~three months ~~compared to~~ended September 30, 2023, comparing with $228,541 during the ~~same period last year.~~three months ended September 30, 2022.

Financing Activities
Net cash used in financing activities for the three months ended September 30, 2023 was $1,383,960, a decrease of $19,408,994, or 107.7% compared to $18,025,034 net cash provided by financing activities for the ~~six~~three months ended ~~December 31, 2017~~September 30, 2022. The decrease was ~~$1,330,290 compared to $300,000 net cash provided in financing activities for the six months ended December 31, 2016, which was largely~~mainly due to ~~$1,678,603 in~~the repayment of loans ~~for~~with amount of $1,574,960 during the ~~six~~three months ended ~~December 31, 2017, compared to zero repayment of loans in the same period last year.~~September 30, 2023.

As of ~~December 31, 2017~~September 30, 2023, and June 30, ~~2017,~~2023, our loans payable ~~were~~was as follows:

December 31, June 30,
2017 2017
Short term loans payable: $ 6,285,300 $ 7,678,111
Total $ 6,285,300 $ 7,678,111
September 30, June 30,
2023 2023
Short term loans payable: $ 3,756,540 $ 5,346,640
Long term loans payable: 932,280 937,040
Total $ 4,688,820 $ 6,283,680

Accounts Receivable

We had accounts receivable of ~~$136,066,642~~$19,908,132 as of ~~December 31, 2017,~~September 30, 2023, as compared to ~~$141,665,179~~$16,455,734 as of June 30, ~~2017, a decrease~~2023, an increase of ~~$5,598,537~~$3,452,398, or 4.0 %. The decrease was primarily attributable to Gufeng’s accounts receivable. As of December 31, 2017, Gufeng’s accounts receivable was $46,610,891, a decrease of $18,552,537 or 28.5% compared to $65,163,428 as of June 30, 2017.21.0%.

Allowance for doubtful accounts in accounts receivable ~~for the six months ended December 31, 2017~~as of September 30, 2023 was ~~$13,949,452,~~$50,913,569, a decrease of $3,794,917, or 6.9%, from ~~$9,457,423~~$54,708,486 as of June 30, ~~2017,and~~2023. And the allowance for doubtful accounts as a percentage of accounts receivable was ~~10.3%~~71.9% as of ~~December 31, 2017~~September 30, 2023 and ~~6.3%~~76.9% as of June 30, ~~2017.~~2023.

Deferred assets

We had no deferred assets as of ~~December 31, 2017, as compared to $864,070 as of~~September 30, 2023 and June 30, ~~2017.~~2023. During the ~~six~~three months, we assisted the distributors in certain marketing efforts and developing standard stores to expand our competitive advantage and market shares. Based on the distributor agreements, the amount owed by the distributors in certain marketing efforts and store development will be expensed over three years if the distributors are actively selling our products. If a distributor defaults, breaches, or terminates the agreement with us earlier than the contractual terms, the unamortized portion of the amount owed by the distributor is payable to us immediately. The deferred assets had been fully amortized as of ~~December 31, 2017.~~September 30, 2023.

Inventories

We had inventories of ~~$105,613,585~~$42,595,553 as of ~~December 31, 2017,~~September 30, 2023, as compared to ~~$78,013,891~~$46,455,131 as of June 30, ~~2017, an increase~~2023, a decrease of ~~$27,599,694,~~$3,859,578, or ~~35.4%~~8.3%. The ~~increase~~decrease was primarily ~~attributable~~due to ~~Jinong’s~~Gufeng’s inventory. As of ~~December 31, 2017, Jinong’s~~September 30, 2023, Gufeng’s inventory was ~~$ 1,309,529,~~$17,730,525, compared to ~~$980,159~~$21,691,450 as of June 30, ~~2017.~~2023, a decrease of $3,960,925, or 18.3%. The company confirmed the loss of $2.4 million and $1.7 million of inventories for the three months ended September 30, 2023 and 2022, respectively.

Advances to Suppliers

We had advances to suppliers of ~~$20,821,812~~$14,685,085 as of ~~December 31, 2017~~September 30, 2023 as compared to ~~$24,023,062~~$14,332,715 as of June 30, ~~2017,~~2023, representing ~~a decrease~~an increase of ~~$3,201,250~~$352,370, or ~~13.3%~~2.5%. Our inventory level may fluctuate from time to time, depending how quickly the raw material is consumed and replenished during the production process, and how soon the finished goods are sold. The replenishment of raw material relies on management’s estimate of numerous factors, including but not limited to, the raw materials future price, and spot price along with its volatility, as well as the seasonal demand and future price of finished fertilizer products. Such estimate may not be accurate, and the purchase decision of raw materials based on the estimate can cause excessive inventories in times of slow sales and insufficient inventories in peak times.

Accounts Payable

We had accounts payable of ~~$22,783,659~~$1,979,494 as of ~~December 31, 2017~~September 30, 2023 as compared to ~~$19,643,897~~$2,100,449 as of June 30, ~~2017,~~2023, representing ~~an increase~~a decrease of ~~$3,139,762,~~$120,955, or 16.0%. The increase was primarily due to the increase of accounts payable for VIEs. They have accounts payable of $20,454,287 as of December 31, 2017 as compared to $18,355,921 as of June 30, 2017, representing an increase of $2,098,366, or 11.4%5.8%.

~~Unearned Revenue (Customer Deposits)~~Customer Deposits (Unearned Revenue)

We had customer deposits of ~~$6,935,326~~$5,669,071 as of ~~December 31, 2017~~September 30, 2023 as compared to ~~$7,046,570~~$5,489,781 as of June 30, ~~2017,~~2023, representing ~~a decrease~~an increase of ~~$111,244,~~$179,290, or ~~1.6%~~3.3%. The ~~decrease~~increase was mainly attributable to ~~VIE’s $ 718,647~~Jinong’ $1,232,751 unearned revenue as of ~~December 31, 2017,~~September 30, 2023, compared to ~~$1,375,785~~$1,152,204 unearned revenue as of June 30, ~~2017,~~2023, increased $80,547, or 7.0%, caused by the advance deposits made by clients. This ~~decrease~~increase was due to seasonal fluctuation and we expect to deliver products to our customers during the next three months at which time we will recognize the revenue.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

Critical Accounting Policies and Estimates

Management’s discussion and analysis of its financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with United States generally accepted accounting principles. Our financial statements reflect the selection and application of accounting policies which require management to make significant estimates and judgments. See Note 2 to our consolidated financial statements, “Basis of Presentation and Summary of Significant Accounting Policies.” We believe that the following paragraphs reflect the most critical accounting policies that currently affect our financial condition and results of operations:

Use of estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the amount of revenues and expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made. However, actual results ~~could~~and outcomes may differ ~~materially~~ from ~~those estimates.~~management’s estimates and assumptions due to risks and uncertainties.

Revenue recognition

Sales revenue is recognized at the date of shipment to customers when a formal arrangement exists, the price is fixed or determinable, the delivery is completed, we have no other significant obligations and collectability is reasonably assured. Payments received before all of the relevant criteria for revenue recognition are satisfied are recorded as unearned revenue.

Our revenue consists of invoiced value of goods, net of a value-added tax (VAT). No product return or sales discount allowance is made as products delivered and accepted by customers are normally not returnable and sales discounts are normally not granted after products are delivered.

Cash and cash equivalents

For statement of cash flows purposes, we consider all cash on hand and in banks, certificates of deposit and other highly-liquid investments with maturities of three months or less, when purchased, to be cash and cash equivalents.

Accounts receivable

Our policy is to maintain reserves for potential credit losses on accounts receivable. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy of these reserves. Any accounts receivable of Jinong and Gufeng that are outstanding for more than 180 days will be accounted as allowance for bad debts, and any accounts receivable of Yuxing that are outstanding for more than 90 days will be accounted as allowance for bad debts.

Deferred assets

Deferred assets represent amounts the Company advanced to the distributors in their marketing and stores development to expand our competitive advantage and market shares. Based on the distributor agreements, the amount owed by the distributors in certain marketing efforts and store development will be expensed over three years if the distributors are actively selling our products. If a distributor defaults, breaches, or terminates the agreement with us earlier than the realization of the contractual terms, the unamortized portion of the amount owed by the distributor is to be refunded to us immediately. The deferred assets had been fully amortized as of ~~December 31, 2017.~~September 30, 2023.

Segment reporting

FASB ASC 280 requires use of the “management approach” model for segment reporting. The management approach model is based on the way a company’s management organizes segments within the company for making operating decisions and assessing performance. Reportable segments are based on products and services, geography, legal structure, management structure, or any other way management disaggregates a company.

As of ~~December 31, 2017,~~September 30, 2023, we were organized into ~~eleven~~four main business units: Jinong (fertilizer production), Gufeng (fertilizer production), Yuxing (agricultural products production)~~, Lishijie (agriculture sales), Jinyangguang (agriculture sales), Wangtian (agriculture sales), Xindeguo (agriculture sales), Xinyulei (agriculture sales), Fengnong (agriculture sales)~~ and ~~Xiangrong (agriculture sales)~~Antaeus(Bitcoin). For financial reporting purpose, our operations were organized into four main business segments based on locations and products: Jinong (fertilizer production), Gufeng (fertilizer production) ~~and~~, Yuxing (agricultural products production) and ~~the sales VIEs.~~Antaeus(Bitcoin). Each of the segments has its own annual budget regarding development, production, and sales.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Disclosures About Market Risk

We may be exposed to changes in financial market conditions in the normal course of business. Market risk generally represents the risk that losses may occur ~~as a result~~because of movements in interest rates and equity prices. We currently do not, in the normal course of business, use financial instruments that are subject to changes in financial market conditions.

Currency Fluctuations and Foreign Currency Risk

Substantially all of our revenues and expenses are denominated in RMB. However, we use the U.S. dollar for financial reporting purposes. Conversion of RMB into foreign currencies is regulated by the People’s Bank of China through a unified floating exchange rate system. Although the PRC government has stated its intention to support the value of RMB, there can be no assurance that such exchange rate will not again become volatile or that RMB will not devalue significantly against U.S. dollar. Exchange rate fluctuations may adversely affect the value, in U.S. dollar terms, of our net assets and income derived from our operations in the PRC.

Our reporting currency is the U.S. dollar. Except for U.S. holding companies, all of our consolidated revenues, consolidated costs and expenses, and our assets are denominated in RMB. As a result, we are exposed to foreign exchange risk as our revenues and results of operations may be affected by fluctuations in the exchange rate between the U.S. dollars and RMB. If RMB depreciates against the U.S. dollar, the value of our RMB revenues, earnings and assets as expressed in our U.S. dollar financial statements will decline. Assets and liabilities are translated at the exchange rates as of the balance sheet dates, revenues and expenses are translated at the average exchange rates, and shareholders’ equity is translated at historical exchange rates. Any resulting translation adjustments are not included in determining net income (loss) but are included in determining other comprehensive income, a component of shareholders’ equity. As of ~~December 31, 2017~~,September 30, 2023, our accumulated other comprehensive ~~income~~loss was ~~$3.7~~$28 million. We have not entered ~~into~~ any hedging transactions ~~in an effort~~ to reduce our exposure to foreign exchange risk. The value of the RMB against the U.S. dollar and other currencies is affected by, among other things, changes in ~~the~~ PRC’s political and economic conditions. ~~In 2016,~~Between July 1, 2023 and September 30, 2023, China’s currency ~~dropped~~decreased by a cumulative ~~6.8%~~0.5% against the U.S. ~~dollar.~~dollar, making Chinese exports cheaper and imports into China more expensive by that percentage. The effect on trade can be substantial. Moreover, it is possible that in the future, the PRC authorities may lift restrictions on fluctuations in the RMB exchange rate and lessen intervention in the foreign exchange market.

Interest Rate Risk

We deposit surplus funds with Chinese banks earning daily interest. We do not invest in any instruments for trading purposes. All of our outstanding debt instruments carry fixed rates of ~~interests.~~interest. The amount of short-term debt outstanding as of ~~December 31, 2017~~September 30, 2023 and June 30, ~~2017~~2023 was ~~$6.3~~$3.8 million and ~~$7.7~~$5.3 million, respectively. We are exposed to interest rate risk primarily with respect to our short-term bank loans. Although the interest rates, which are based on the banks’ prime rates with respect to our short-term loans, are fixed for the terms of the loans, the terms are typically three to twelve months for short-term bank loans and interest rates are subject to change upon renewal. There ~~were~~was no material ~~changes~~change in interest rates for short-term bank loans renewed during the ~~six~~three months ended ~~December 31, 2017.~~September 30, 2023. The original loan term on average is one year, and the remaining average life of the short term-loans is approximately ~~five~~nine months.

Management monitors the banks’ prime rates in conjunction with our cash requirements to determine the appropriate level of debt balances relative to other sources of funds. We have not entered ~~into~~ any hedging transactions ~~in an effort~~ to reduce our exposure to interest rate risk.

Credit Risk

We have ~~not~~ experienced ~~significant~~higher credit risk ~~as most~~than usual since 2020. With the impact of COVID-19 pandemic, the overdue outstanding accounts receivable increased significantly compared with the years prior to the pandemic. Our accounts receivables are typically unsecured and are mainly derived from revenues earned from customers in the PRC. Most of our customers are ~~long-term customers~~individuals and small and medium-sized enterprises (“SMEs”), which may not have strong cash flows or be well capitalized. They may be vulnerable to an epidemic outbreak and slowing macroeconomic conditions. Many of the SMEs that we work with ~~superior payment records. Our~~cannot weather COVID-19 and the resulting economic impact, or they cannot resume business as usual after a prolonged outbreak. Numerous distributors encountered significant difficulties and/or hardships in their businesses amid the pandemic. Even through our receivables are monitored regularly by our credit ~~managers.~~managers, the bad debts expenses are higher in recent 3 years comparing with the years before 2020.

Inflation Risk

Inflationary factors such as increases in the cost of our products and overhead costs may adversely affect our operating results. ~~Although we do not believe that~~Notwithstanding the measures taken by the PRC government to control inflation, ~~has had a material impact on~~China still experienced an increase in inflation and our ~~financial position or results of operations to date, a~~operating cost became higher than anticipated. The high rate of inflation ~~in the future may have~~had an adverse effect on our ability to maintain current levels of gross margin and selling, general and administrative expenses as a percentage of net revenues if the selling prices of our products do not increase with these increased costs.
Risk of epidemics, pandemics, or other outbreaks
The outbreak of COVID-19 has adversely affected, and in the future it or other epidemics, pandemics or outbreaks may adversely affect, our operations. This is or may be due to closures or restrictions requested or mandated by governmental authorities, disruption to supply chains and workforce, reduction of demand for our products and services, and credit losses when customers and other counterparties fail to satisfy their obligations to us. We share most of these risks with all businesses.
In addition, the COVID-19 outbreak has significantly increased economic and demand uncertainty. The current outbreak and continued spread of COVID-19 may cause a global recession, which would have a further adverse impact on our financial condition and operations, and this impact could exist for an extensive period.
The Company is continuing to monitor the situation and take appropriate actions in accordance with the recommendations and requirements of relevant authorities. The full extent of the impact of the COVID-19 pandemic on the Company’s operational and financial performance is currently uncertain and will depend on many factors outside the Company’s control, including, without limitation, the timing, extent, trajectory and duration of the pandemic, the development and availability of effective treatments and vaccines, the imposition of protective public safety measures, and the impact of the pandemic on the global economy and demand for consumer products.
Additional future impacts on the Company may include, but are not limited to, material adverse effects on demand for the Company’s products and services; the Company’s supply chain and sales and distribution channels; the Company’s ability to execute its strategic plans; and the Company’s profitability and cost structure. To the extent the COVID-19 pandemic adversely affects the Company’s business, results of operations, financial condition and stock price, it may also have the effect of heightening many of the other risks described above.
Item 4. Controls and Procedures

~~(a)~~ ~~Evaluation of disclosure controls and procedures~~
(a) Evaluation of disclosure controls and procedures

AtPursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), at the conclusion of the period ended ~~December 31, 2017~~September 30, 2022 we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer ~~(“CEO”)~~ and Chief Financial Officer, ~~(“CFO”),~~ of the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)). Based upon that evaluation, our ~~CEO~~Chief Executive Officer and ~~CFO~~Chief Financial Officer concluded that as of the end of the period covered by this ~~Quarterly~~ Report, our disclosure controls and procedures were effective and adequately designed to ensure that the information required to be disclosed by us in the reports we ~~file or~~ submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the applicable rules and forms and that such information was accumulated and communicated to our ~~management, including our CEO~~Chief Executive Officer and ~~CFO,~~Chief Financial Officer, in a manner that allowed for timely decisions regarding required disclosure.

~~(b)~~ ~~Changes in internal controls~~
(b) Changes in internal controls

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during the quarter ended ~~December 31, 2017~~September 30, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION
Item 1. Legal Proceedings

On June 5, 2020, an individual filed suit pro se (as in, representing oneself without an attorney) in the Southern District of Florida federal court alleging violations of the Securities Exchange Act. The Company believes the action is without merit and vigorously opposed it. The company moved to dismiss the litigation and for attorney’s fees from the plaintiff. On November 2, 2020, the case was transferred to the United States District Court for The Southern District Of New York. On September 30, 2021, the Southern District of New York federal court presiding over the case dismissed all claims against the company, its executives, and its independent directors. The dismissal was without prejudice and the plaintiff can appeal or amend within 30 days, or by October 29, 2021. The plaintiff amended the complaint on Oct 30, 2021. On August 30, 2022, the Southern District of New York federal court presiding over the case issued an order granting motions to dismiss all claims in the amended complaint against the Company, its executives, and its independent directors. On September 6, 2022, the plaintiff filed a notice of civil appeal to the U.S. Court of Appeals, Second Circuit. The appeal has now been fully briefed and the Company expects a decision to issue sometime in the coming year.
There are no other actions, suits, proceedings, inquiries or ~~investigation~~investigations before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

There were no unregistered sales of the Company’s equity securities during the three months ended ~~December 31, 2017,~~September 30, 2022, that were not otherwise disclosed in a Current Report on Form 8-K.
Item 3. Defaults Upon Senior Securities

There has been no default in the payment of principal, interest, sinking or purchase fund installment, or any other material default, with respect to any indebtedness of the Company.
Item 4. Mine Safety Disclosures

Not applicable.
Item 5. Other Information

There is no other information required to be disclosed under this item which was not previously disclosed.
Item 6. Exhibits

The exhibits required by this item are set forth in the Exhibit Index attached hereto.

~~SIGNATURES~~

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

CHINA GREEN AGRICULTURE, INC.

Date: ~~February 13, 2018~~November 20, 2023 By: /s/ Zhuoyu Li
Name: Zhuoyu Li
Title: Chief Executive Officer
(principal executive officer)

Date: ~~February 13, 2018~~November 20, 2023 By: /s/ ~~Yongcheng Yang~~Zhibiao Pan
Name: ~~Yongcheng Yang~~Zhibiao Pan
Title: ~~Chief Financial~~Co-Chief Executive Officer
(principal ~~financial officer and~~executive officer)

Date: November 20, 2023 By: /s/ Yongcheng Yang
Name: Yongcheng Yang
Title: Chief Financial Officer
(principal financial officer and
principal accounting officer)

EXHIBIT INDEX

No. Description
31.1*
21.1* List of Subsidiaries of the Company
31.1* Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2* Certification of Co-Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.3* Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1+ Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2+ Certification of Co-Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.3+ Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS* Inline XBRL Instance ~~Document~~Document.
101.SCH* Inline XBRL Taxonomy Extension Schema ~~Document~~Document.
101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase ~~Document~~Document.
101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase ~~Document~~Document.
101.LAB* Inline XBRL Taxonomy Extension Label Linkbase ~~Document~~Document.
101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase ~~Document~~Document.
104* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

* Filed herewith
+ + In accordance with the SEC Release 33-8238, deemed being furnished and not filed.

4033

	December 31, 2017			June 30, 2017

ASSETS
Current Assets
Cash and cash equivalents	$	145,417,158		$	123,050,548
Accounts receivable, net		120,551,994			140,252,335
Inventories		105,613,585			78,013,891
Prepaid expenses and other current assets		3,709,791			4,201,782
Amount due from related parties		1,565,196			1,412,844
Advances to suppliers, net		20,821,812			24,023,062
Total Current Assets		397,679,536			370,954,462

Plant, Property and Equipment, Net		33,227,748			34,191,332
Deferred Asset, Net		0			864,070
Other Assets		296,256			279,031
Other Non-current Assets		17,201,354			17,829,621
Intangible Assets, Net		21,527,536			22,911,876
Goodwill		8,290,857			8,651,238
Total Assets	$	478,223,287		$	455,681,630

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable	$	22,783,659		$	19,643,897
Customer deposits		6,935,326			7,046,570
Accrued expenses and other payables		10,140,609			9,135,312
Amount due to related parties		3,288,189			3,071,102
Taxes payable		2,180,995	��		2,690,407
Short term loans		6,285,300			7,678,111
Interest payable		324,230			256,904
Derivative liability		70,184			195,812
Total Current Liabilities		52,008,492			49,718,116

Long-term Liabilities
Long-term loan		0			3,549
Convertible notes payable		7,268,851			8,431,912
Total Liabilities	$	59,277,343		$	58,153,577

Stockholders' Equity
Preferred Stock, $.001 par value, 20,000,000 shares authorized, zero shares issued and outstanding		-			-
Common stock, $.001 par value, 115,197,165 shares authorized, 38,551,265 shares issued and outstanding as of December 31, 2017 and June 30, 2017, respectively		38,551			38,551
Additional paid-in capital		128,915,651			128,915,651
Statutory reserve		30,104,103			28,962,302
Retained earnings		256,518,126			244,738,993
Accumulated other comprehensive income		3,369,512			(5,127,444	)
Total Stockholders' Equity		418,945,944			397,528,052

Total Liabilities and Stockholders' Equity	$	478,223,287		$	455,681,629

	Three Months Ended December 31,						Six Months Ended December 31,
	2017			2016			2017			2016
Sales
Jinong	$	26,211,280		$	26,825,674		$	52,985,040		$	58,253,394
Gufeng		24,447,721			21,066,559			42,669,787			36,876,073
Yuxing		1,953,748			2,454,314			3,746,391			3,809,725
VIEs - others		11,350,893			8,398,466			27,330,927			21,690,443
Net sales		63,963,642			58,745,013			126,732,145			120,629,635
Cost of goods sold
Jinong		13,265,827			12,332,360			26,378,583			25,601,590
Gufeng		21,160,024			18,138,659			37,146,453			31,523,736
Yuxing		1,536,238			1,934,046			2,928,791			2,979,654
VIEs - others		9,452,987			7,159,707			22,661,751			17,913,386
Cost of goods sold		45,415,076			39,564,772			89,115,578			78,018,366
Gross profit		18,548,566			19,180,241			37,616,567			42,611,269
Operating expenses
Selling expenses		7,682,008			3,965,382			12,861,012			8,977,450
Selling expenses - amortization of deferred asset		0			3,475,438						9,584,220
General and administrative expenses		937,359			4,633,905			7,909,981			7,865,392
Total operating expenses		8,619,367			12,074,725			20,770,993			26,427,062
Income from operations		9,929,199			7,105,516			16,845,574			16,184,207
Other income (expense)
Other income (expense)		(276,850	)		(114,115	)		(284,081	)		(155,172	)
Discontinued VIE operation - Zhenbai		(330,966	)		0			(330,966	)		0
Interest income		130,248			76,494			218,162			153,116
Interest expense		(94,587	)		(93,246	)		(274,162	)		(231,791	)
Total other income (expense)		(572,155	)		(130,867	)		(671,047	)		(233,847	)
Income before income taxes		9,357,045			6,974,649			16,174,528			15,950,360
Provision for income taxes		1,530,938			1,468,638			3,253,593			3,092,769
Net income		7,826,107			5,506,011			12,920,935			12,857,591
Other comprehensive income (loss)
Foreign currency translation gain (loss)		8,256,738			(1,205,884	)		8,496,956			(16,447,063	)
Comprehensive income (loss)	$	16,082,845		$	4,300,127		$	21,417,891		$	(3,589,472	)

Basic weighted average shares outstanding		38,551,264			37,658,062			38,551,264			37,653,333
Basic net earnings per share	$	0.20		$	0.15		$	0.34		$	0.34
Diluted weighted average shares outstanding		38,551,264			37,658,062			38,551,264			37,653,333
Diluted net earnings per share		0.20			0.15			0.34			0.34

	Three Months Ended
	December 31,
	2017		2016
Net Income for Basic Earnings Per Share	$	7,826,107	$	5,506,011
Basic Weighted Average Number of Shares		38,551,264		37,658,062
Net Income Per Share – Basic	$	0.20	$	0.15
Net Income for Diluted Earnings Per Share	$	7,826,107	$	5,506,011
Diluted Weighted Average Number of Shares		38,551,264		37,658,062
Net Income Per Share – Diluted	$	0.20	$	0.15

	Three Months Ended
	September 30,
	2023			2022
Net loss for Basic Earnings Per Share	$	(1,784,193	)	$	(528,114	)
Basic Weighted Average Number of Shares		13,380,914			12,930,752
Net loss Per Share – Basic	$	(0.13	)	$	(0.04	)
Net loss for Diluted Earnings Per Share	$	(1,784,193	)	$	(528,114	)
Diluted Weighted Average Number of Shares		13,380,914			12,930,752
Net loss Per Share – Diluted	$	(0.13	)	$	(0.04	)

	Six Months Ended
	December 31,
	2017		2016
Net Income for Basic Earnings Per Share	$	12,920,935	$	12,857,591
Basic Weighted Average Number of Shares		38,551,264		37,653,333
Net Income Per Share – Basic	$	0.34	$	0.34
Net Income for Diluted Earnings Per Share	$	12,920,935	$	12,857,591
Diluted Weighted Average Number of Shares		38,551,264		37,653,333
Net Income Per Share – Diluted	$	0.34	$	0.34

	December 31,		June 30,		September 30,		June 30,
	2017		2017		2023		2023
Raw materials	$	29,590,560	$	39,397,711	$	7,377,961	$	11,617,989
Supplies and packing materials	$	733,214	$	540,151	$	407,456	$	410,904
Work in progress	$	436,445	$	421,496	$	170,203	$	172,248
Finished goods	$	74,853,366	$	37,655,533	$	34,639,933	$	34,253,990
Total	$	105,613,585	$	78,013,891	$	42,595,553	$	46,455,131

Twelve Months Ended on December 31,	Expense ($)
2018		1,932,908
2019		1,932,908
2020		1,371,461
2021		628,535
2022		588,448

Twelve Months Ended on September 30,	Expense ($)
2024		286,798
2025		247,300
2026		228,983
2027		220,306
2028		220,306

Twelve months ending December 31,
2018	$	2,058,053
2019	$	2,058,053
2020	$	2,058,053
2021	$	2,058,053
2022 and thereafter	$	11,174,456

Twelve months ending September 30,
2024	$	1,840,568
2025	$	1,840,568
2026	$	1,840,568
2027	$	924,354

No.	Payee	Loan period per agreement	Interest Rate			December 31, 2017
1	Postal Saving Bank of China - Pinggu Branch	March 24, 2017-March 5, 2018		6.31	%	$	4,599,000
2	Bank of Beijing - Pinggu Branch	June 9, 2017-June 8, 2018		5.22	%		1,456,350
3	Bank of Beijing-Pinggu Branch	June 9, 2017-June 8, 2018		5.22	%		76,650
4	Beijing Agriculture Investment -small loan	August 1, 2017-July 30, 2018		5.50	%		153,300
	Total					$	6,285,300

No.	Payee	Loan period per agreement	Interest Rate			September 30, 2023
1	Beijing Bank -Pinggu Branch	June 5, 2023-June 5, 2024		4.15	%		1,371,000
2	Huaxia Bank -HuaiRou Branch	June 28, 2023-June 28, 2024		3.65	%		1,371,000
3	Pinggu New Village Bank	June 29, 2023-June 28, 2024		5.00	%		959,700
4	Industrial Bank Co. Ltd	August 19, 2022-August 18, 2024		3.98	%		987,120
	Total					$	4,688,820

No.	Related Acquisitions of Sales VIEs	Issuance Date	Maturity Date	Notional Interest Rate			Conversion Price		Notional Amount (in RMB)
1	Wangtian, Lishijie, Shenqiu, Xindeguo, Xinyulei, Jinyangguang	June 30, 2016	June 30, 2019		3	%	$	5.00		51,000,000
2	Fengnong, Xiangrong	January 1, 2017	December 31, 2019		3	%	$	5.00		12,000,000

	China 15% - 25%					United States 21%					Total
Pretax loss	$	(1,243,531	)				(545,075	)			$	(1,788,606	)

Expected income tax expense (benefit)		(310,883	)	25.0	%		(114,466	)	21.0	%		(425,349	)
High-tech income benefits on Jinong		-		-			-		-			-
Losses from subsidiaries in which no benefit is recognized		306,469		-24.6	%		-		-			306,469
Change in valuation allowance on deferred tax asset from US tax benefit		-		-			114,466		(21.0	)%		114,466
Actual tax expense	$	(4,413	)	0.4	%	$	-		-		$	(4,413	)	0.2	%

	China					United States
	15% - 25%					34%					Total

Pretax income (loss)	$	16,805,296				$	(630,768	)			$	16,174,528

Expected income tax expense (benefit)		4,201,324		0.250			(214,461	)	34	%		3,986,863
High-tech income benefits on Jinong		(1,230,618	)	-0.073								(1,230,618	)
Losses from subsidiaries in which no benefit is recognized		282,887		0.017								282,887
Change in valuation allowance on deferred tax asset from US tax benefit		0					214,461		-34	%		214,461
Actual tax expense	$	3,253,593		19.4	%	$	0		0.00	%	$	3,253,593		20.1	%

December 31, 2016
	China					United States										China 15% - 25%					United States 21%					Total
	15% - 25%					34%					Total

Pretax income (loss)	$	17,806,630					(1,856,270	)			$	15,950,360
Pretax loss																$	449,437					(977,551	)			$	(528,114	)

Expected income tax expense (benefit)		4,451,658		25.0	%		(631,132	)	34.0	%		3,820,526					112,359		25.0	%		(205,286	)	21.0	%		(92,927	)
High-tech income benefits on Jinong		(1,139,344	)	(6	)%		-		-			(1,139,344	)				(246,088	)	(54.8	)%		-		-			(246,088	)
Losses from subsidiaries in which no benefit is recognized		(219,544	)	(1	)%		-		-			(219,544	)				133,728		29.8	%		-		-			133,728
Change in valuation allowance on deferred tax asset from US tax benefit		-					631,132		(34.0	)%		631,132					-		-			205,286		(21.0	)%		205,286
Actual tax expense	$	3,092,769		17	%	$	-		-	%	$	3,092,769		19.4	%	$	-		-		$	-		-		$	-		0	%

	Three Months Ended December 31,						Six Months Ended December 31,
Revenues from unaffiliated customers:	2017			2016			2017			2016
Jinong	$	26,211,280		$	26,825,674		$	52,985,040		$	58,253,394
Gufeng		24,447,721			21,066,559			42,669,787			36,876,073
Yuxing		1,953,748			2,454,314			3,746,391			3,809,725
Sales VIEs		11,350,893			8,398,466			27,330,927			21,690,443
Consolidated	$	63,963,642		$	58,745,013		$	126,732,145		$	120,629,635

Operating income :
Jinong	$	5,577,154		$	5,740,784		$	12,343,229		$	12,120,004
Gufeng		2,549,525			1,906,816			4,655,738			2,991,899
Yuxing		222,275			330,780			397,748			487,810
Sales VIEs		2,012,999			637,284			79,630			2,440,764
Reconciling item (1)		(2	)		0			0			0
Reconciling item (2)		(432,753	)		(1,510,148	)		(630,772	)		(1,856,270	)
Consolidated	$	9,929,199		$	7,105,516		$	16,845,574		$	16,184,207

Net income:
Jinong	$	4,719,159		$	4,849,485		$	10,460,249		$	10,195,773
Gufeng		1,727,764			1,268,439			3,216,831			1,984,925
Yuxing		222,869			330,509			398,491			487,589
Sales VIEs		1,914,125			567,726			(198,809	)		2,045,574
Reconciling item (1)		2			0			3			0
Reconciling item (2)		(432,753	)		(1,510,148	)		(630,772	)		(1,856,270	)
Reconciling item (3)		(325,058	)		0			(325,058	)
Consolidated	$	7,826,108		$	5,506,011		$	12,920,936		$	12,857,591

Depreciation and Amortization:
Jinong	$	422,383		$	3,675,142		$	1,276,126		$	9,988,231
Gufeng		552,299			631,041			1,100,057			1,258,350
Yuxing		315,282			306,210			627,801			620,126
Sales VIEs		210,482			123,070			430,405			249,202
Consolidated	$	1,500,446		$	4,735,463		$	3,434,389		$	12,115,909

Interest expense:
Jinong		71,447			55,979			142,283			113,352
Gufeng		101,645			58,306			206,368			118,439
Yuxing		0			0			0			0
Sales VIEs		(78,505	)		0			(74,489	)		0
Consolidated	$	94,587		$	114,285		$	274,162		$	231,791

Capital Expenditure:
Jinong	$	808		$	571		$	4,149		$	1,793
Gufeng		297			556			14,165			4,999
Yuxing		4,773			0			4,773			548
Sales VIEs		0			0			0			0
Consolidated	$	5,878		$	1,127		$	23,086		$	7,340

	As of
	December 31,			June 30,
	2017			2017
Identifiable assets:
Jinong	$	230,059,040		$	213,355,900
Gufeng		162,568,545			156,648,924
Yuxing		41,487,750			40,965,345
Sales VIEs		43,643,613			44,571,422
Reconciling item (1)		467,218			142,918
Reconciling item (2)		(2,879	)		(2,879	)
Consolidated	$	478,223,287		$	455,681,630

Years ending December 31,
2018	$	27,958
2019		5,442
2020		5,442
2021		5,442
2022		5,442

Years ending September 30,
2024	$	55,132
2025		55,132
2026		55,132
2027		55,132
2028		55,132

	Three Months Ended September 30,
	2023		2022
Revenue	$	2,342,717	$	2,870,501
Expenses		2,188,446		2,658,915
Net income	$	154,271	$	211,586

Cash	$	708,737
Accounts receivable		6,422,850
Advances to suppliers		1,803,180
Prepaid expenses and other current assets		807,645
Inventories		7,787,043
Machinery and equipment		140,868
Intangible assets		270,900
Other assets		3,404,741
Goodwill		3,158,179
Accounts payable		(3,962,670	)
Customer deposits		(3,486,150	)
Accrued expenses and other payables		(4,653,324	)
Taxes payable		(16,912	)
Purchase price	$	12,385,087

Cash	$	5,568,500
Convertible notes		6,671,769
Derivative liability		144,818
	$	12,385,087

Working Capital	$	941,192
Machinery and equipment		222,875
Intangible assets		1440
Goodwill		684,400
Customer Relationship		522,028
Non-compete Agreement		392,852
Purchase price	$	2,764,787

Cash	$	1,201,888
Convertible notes		1,559,350
Derivative liability		3,549
	$	2,764,787

Working Capital	$	1,175,696
Intangible assets		893,780
Customer Relationship		682,604
Non-compete Agreement		211,176
Goodwill		536,819
Total Asset	$	2,606,296

Cash	$	459,900
Interest Payable		82,782
Convertible notes		1,719,336
Derivative liability		13,312
Total Payback	$	2,275,330
Net Loss		-330,966

	Three Months Ended				Change
	December 31,				2016 to 2017
	2017		2016		Amount		%
	(metric tons)
Jinong		13,165		8,955		4,210		47.0	%
Gufeng		66,237		63,167		3,070		4.9	%
		79,402		72,122		13,922

		Cash		Principal of
		Payment for		Notes for
		Acquisition		Acquisition
Company Name	Business Scope	(RMB^[1])		(RMB)
Shaanxi Lishijie Agrochemical Co., Ltd.	Sales of pesticides, agricultural chemicals, chemical fertilizers, agricultural materials; Manufacture and sales of mulches.		10,000,000		3,000,000

Songyuan Jinyangguang Sannong Service Co., Ltd.	Promotion and consulting services regarding agricultural technologies; Retail sales of chemical fertilizers (including compound fertilizers and organic fertilizers); Wholesale and retail sales of pesticides, agricultural machinery and accessories; Collection of agricultural information; Development of saline-alkali soil; Promotion and development of high-efficiency agriculture and related information technology solutions for agriculture, agricultural and biological engineering high technologies; E-commerce; Cultivation of freshwater fish, poultry, fruits, flowers, vegetables, and seeds; Recycling and complex utilization of straw and stalk; Technology transfer and training; Recycling of agricultural materials ; Ecological industry planning.		8,000,000		12,000,000

Shenqiu County Zhenbai Agriculture Co., Ltd.^[2]	Cultivation of crops; Storage, sales, preliminary processing and logistics distribution of agricultural by-products; Promotion and application of agricultural technologies; Purchase and sales of agricultural materials; Electronic commerce.		3,000,000		12,000,000

Weinan City Linwei District Wangtian Agricultural Materials Co., Ltd.	Promotion and application of new agricultural technologies; Professional prevention of plant diseases and insect pests; Sales of plant protection products, plastic mulches, material, chemical fertilizers, pesticides, agricultural medicines, micronutrient fertilizers, hormones, agricultural machinery and medicines, and gardening tools.		6,000,000		12,000,000

Aksu Xindeguo Agricultural Materials Co., Ltd.	Wholesale and retail sales of pesticides; Sales of chemical fertilizers, packaged seeds, agricultural mulches, micronutrient fertilizers, compound fertilizers, plant growth regulators, agricultural machineries, and water economizers; Consulting services for agricultural technologies; Purchase and sales of agricultural by- products.		10,000,000		12,000,000

Xinjiang Xinyulei Eco-agriculture Science and Technology Co., Ltd	Sales of chemical fertilizers, packaged seeds, agricultural mulches, micronutrient fertilizers, organic fertilizers, plant growth regulators, agricultural machineries, and water economizers; Purchase and sales of agricultural by-products; Cultivation of fruits and vegetables; Consulting services and training for agricultural technologies; Storage services; Sales of articles of daily use, food and oil; On-line sales of the above-mentioned products.

Total			37,000,000		51,000,000

	~~(1)~~	~~The exchange rate between RMB and U.S. dollars on June 30, 2016 is RMB1=US$0.1508, according to the exchange rate published by Bank of China.~~
	~~(2)~~	On November 30, 2017, the Company, through its wholly-owned subsidiary Jinong, discontinued the strategic acquisition agreements and the series of contractual agreements with the shareholders of Zhenbai. In return, the shareholders of Zhenbai agreed to tender the whole payment consideration in the SAA back to the Company with early termination penalties. The convertible notes paid to Zhenbai’s shareholders and the accrued interest has been forfeited.