UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

(Mark One)

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

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

 

For the quarterly period ended December 31, 2018September 30, 2019

 

or

 

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

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

 

For the transition period from tofrom_____________ to____________

 

Commission File Number: 333-226810

 

ORGANIC AGRICULTURAL COMPANY LIMITED 

 (Exact name of Registrantregistrant as specified in its charter)

 

Nevada100 82-5442097
(State or other jurisdiction of (Primary Standard Industrial(I.R.S. Employer
incorporation or organization) Classification Code Number)Identification Number)

 

6th Floor A, Chuangxin Yilu,

No. 2305, Technology Chuangxincheng,

Gaoxin Jishu Chanye Technology Development District,

Harbin City. Heilongjiang Province.

China 150090

Office: +86 (0451) 5862-8171

(Address, including zip code, and telephone number, including area code,

of Registrant’s principal executive offices)

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

Title of Each ClassTrading SymbolName of Each Exchange on Which Registered
NoneNoneNot Applicable

  

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

 

Indicate by check mark whether the registrant has submitted electronically 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 xþ  No ¨

 

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

 

Large accelerated filer ¨Accelerated filer ¨
Non-accelerated filer   ¨  (Do not check if a smaller reporting company)☐  Smaller reporting company þx
 Emerging growth company þx

 

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-212 b-2 of the Exchange Act). Yes ¨☐ No þ

APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

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

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

As of the date of filing of this report, there were outstanding 11,167,73611,223,736 shares of the issuer’s common stock, par value $0.001 per share.

 

 

  

TABLE OF CONTENTS

 

  Page
PART I – I—FINANCIAL INFORMATION1
 
Item 1Consolidated Financial StatementsStatements.1F-1 – F-20
Item 22.Management’s Discussion and Analysis of Financial Condition and Results of OperationsOperations.1921
Item 33.Quantitative and Qualitative Disclosures About Market RiskRisk.2325
Item 44.Controls and ProceduresProcedures.23
PART II – OTHER INFORMATION24
Item 1Legal Proceedings24
Item 1ARisk Factors24
Item 2Unregistered Sale of Equity Securities and Use of Proceeds24
Item 3Defaults Upon Senior Securities24
Item 4Mine Safety Disclosures24
Item 5Other Information24
Item 6Exhibits25
   
 SignaturesPART II—OTHER INFORMATION
Item 1.Legal Proceedings.26
Item 1A.Risk Factors26
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds.26
Item 3.Defaults Upon Senior Securities.26
Item 4.Mine Safety Disclosure26
Item 5.Other Information.26
Item 6.Exhibits.27

i

 

 

PART I – FINANCIAL INFORMATION

 

Item 1.    Consolidated Financial StatementsStatements.

 

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and Item Regulation S-X, Rule 10-01(c) Interim Financial Statements, and, therefore, do not include all information and footnotes necessary for a complete presentation of financial position, results of operations, cash flows, and stockholders' equity in conformity with generally accepted accounting principles. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. Operating results for the three and nine months ended December 31, 2018 are not necessarily indicative of the results that can be expected for the year ended March 31, 2019.

1

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

 

 Page
  
ORGANIC AGRICULTURAL COMPANY LIMITED AND SUBSIDIARIES 
  
Condensed Consolidated Balance Sheets as of December 31, 2018 (Unaudited)September 30, 2019 and March 31, 20182019F-1F-2
  
UnauditedCondensed Consolidated Statements of Operations and Comprehensive Income for threethe Three and nine months ended December 31,Six Months Ended September 30, 2019 and 2018 and 2017F-2F-3
  
UnauditedCondensed Consolidated Statements of Changes in Shareholders’ Equity for the six months ended September 30, 2019 and 2018F-4
Condensed Consolidated Statements of Cash Flows for nine monthsthe Six Months ended December 31,September 30, 2019 and 2018 and 2017F-3F-5
  
Notes to UnauditedCondensed Consolidated Financial StatementsF4 - F17F-6 – F-20

F-1

 

 

ORGANIC AGRICULTURAL COMPANY LIMITED AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS 

AS OF DECEMBER 31, 2018SEPTEMBER 30, 2019 AND MARCH 31, 20182019

(EXPRESSED IN US DOLLARS)

 

 December 31,  March 31,  September 30, March 31, 
 

2018

  2018  

2019

 2019 
 (Unaudited) (Audited)  (Unaudited)   
Assets             
Current Assets:        
Current assets:      
Cash and cash equivalents $23,464  $458,690  $35,018 $12,953 
Inventories  1,163,380   821,211   1,045,032 516,404 
Other receivables  42,241   3,184   36,976 19,096 
Prepayments and deferred expenses  99,703   526,100 
Prepaid expenses  

31,831

  121,257 
Total current assets  1,328,788   1,809,185   1,148,857 669,710 
              
Long-term leasehold prepayments  266,662     
Long-term lease prepayments  - 273,275 
Property plant and equipment, net  8,432   -   5,223 7,613 
Right-of-use assets  2,028,762  - 
Total assets $1,603,882  $1,809,185  $3,182,842 $950,598 
              
Liabilities and shareholders’ equity              
Current Liabilities:        
Current liabilities:      
Accounts payable and accrued expenses $19,824  $72,951  $78,503 $56,594 
Customer deposits  219,338   31,844   104,046 164,362 
Due to related parties  240,018   571,650   260,868 92,307 
Advances for shares to be issued  -   425,749 
Other payable  116   - 
Lease liability (current)  306,145 - 
Other payables  242,344  68,284 
Total current liabilities  479,296   1,102,194   991,906 381,547 
      
Lease liability (non-current)  1,823,223  - 
Total liabilities  479,296   1,102,194   2,815,129  381,547 
              
Shareholders’ equity              
Common stock; $0.001 par value, 74,000,000 shares authorized; 11,162,736 and 10,000,000 shares issued and outstanding at December 31, 2018 and March 31, 2018, respectively  11,163   10,000 
Common stock; $0.001 par value, 74,000,000 shares authorized; 11,223,736 and 11,167,736 shares issued and outstanding at September 30,2019 and March 31, 2019, respectively  11,224 11,168 
Additional paid-in capital  2,350,056   1,066,983   1,906,474 1,833,730 
Deficit  (1,214,561)  (374,238)
Other comprehensive (loss) income  (322)  37,072 
(Deficit)  (1,550,592) (1,278,133)
Other comprehensive income (loss)  8,417  (1,473)
Total shareholders’ equity of the Company  1,146,336   739,817   

375,523

  565,292 
Non-controlling interest  (21,750)  (32,826)  (7,810) 3,759 
Total shareholders’ equity  1,124,586   706,991   367,713  569,051 
Total liabilities and shareholders’ equity $1,603,882  $1,809,185  $3,182,842 $950,598 

 

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


ORGANIC AGRICULTURAL COMPANY LIMITED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) 

FOR THE THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2019 AND 2018 

(EXPRESSED IN US DOLLARS)

  For the Three Months Ended September 30,  For the Six Months Ended
September 30,
 
  2019  2018  2019  2018 
  (Unaudited)  (Unaudited)  (Unaudited)  (Unaudited) 
             
Revenue $26,350  $3,685  $168,691  $3,685 
Cost of Sales  19,712   2,078   157,163    2,078 
Gross Profit  6,638   1,607   11,528    1,607 
                     
Operating costs and expenses:                    
General and administrative expenses  152,784   179,375   274,139   693,262 
Selling and marketing expenses  11,249   4,739   13,853   39,348 
Total operating costs and expenses  164,033   184,114   287,992    732,610  
Operating (loss)  (157,395)  (182,507)  (276,464)  (731,003)
Other income (loss)  (5)  3,342    435    3,345 
(Loss) before provision for income taxes  (157,400)  (179,165)  (276,029)  (727,658)
Provision for income taxes  -   -    -      -   
Net (loss)  (157,400)  (179,165)  (276,029)  (727,658)
Less: net income (loss) attributable to non-controlling interests  52   (19,109)   (3,570)    (20,247) 
Net (loss) attributable to common shareholders $(157,452) $(160,056) $(272,459) $(707,411)
                 
Basic and diluted (loss) per share $(0.01) $(0.01) $(0.02)  $  (0.07) 
Weighted average number of shares outstanding- basic and diluted  11,223,736   11,162,736   11,198,643   10,792,168 
                 
Other comprehensive (loss) :                    
Net (loss) $(157,400) $(179,165) $(276,029) $(727,658)
Foreign currency translation adjustment  2,489   (35,866)   1,891    (81,852) 
Comprehensive (loss)  (154,911)  (215,031)  (274,138)  (809,510)
                 
Less: Comprehensive (loss) attributable to non-controlling interests  (4,923)  (41,316)   (11,569)    (74,650) 
Comprehensive (loss) attributable to the common shareholders $(149,988) $(173,715) $(262,569) $(734,860)

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

 

F-1

F-3

 

ORGANIC AGRICULTURAL COMPANY LIMITED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) CHANGES IN SHAREHOLDERS’ EQUITY

FOR THREE AND NINETHE SIX MONTHS ENDED DECEMBER 31,SEPTEMBER 30, 2019 AND 2018 AND 2017 

(EXPRESSEDAMOUNTS IN US DOLLARS)USD, EXCEPT SHARES)

  Common stock  Additional Paid-in     Other comprehensive  Total Shareholders’  Non-
controlling
  Total Shareholders’
Equity and
 
  Quantity  Amount  

Capital

  (Deficit)  

Income (Loss)

  

Equity

  

interest

  

NCI

 
Balance at March 31, 2018  10,000,000  $10,000  $544,162  $(374,238) $37,072  $216,996  $489,995  $706,991 
Net (loss)  -   -   -   (547,355)  -   (547,355)  (1,138)  (548,493)
Sale of common shares  720,000   720   753,780   -   -   754,500   -   754,500 
Shares issued for compensation  290,000   290   376,710   -   -   377,000   -   377,000 
Shares issued for reorganization consideration  152,736   153   152,583   -   -   152,736   -   152,736 
Foreign currency translation adjustment  -   -   -   -   (13,790)  (13,790)  (32,196)  (45,986)
Balance at June 30, 2018, unaudited  11,162,736   11,163   1,827,235   (921,593)  23,282   940,087   456,661   1,396,748 
Net (loss)  -   -   -   (160,056)  -   (160,056)  (19,109)  (179,165)
Foreign currency translation adjustment  -   -   -   -   (13,659)  (13,659)  (22,207)  (35,866)
Balance at September 30, 2018, unaudited  11,162,736  $11,163  $1,827,235  $(1,081,649) $9,623  $766,372  $415,345  $1,181,717 
                                 
Balance at March 31, 2019  11,167,736  $11,168  $1,833,730  $(1,278,133) $(1,473) $565,292  $3,759  $569,051 
Net (loss)  -   -   -   (115,007)  -   (115,007)  (3,622)  (118,629)
Sale of common shares  56,000   56   72,744   -   -   72,800   -   72,800 
Foreign currency translation adjustment  -   -   -   -   2,426   2,426   (3,024)  (598)
Balance at June 30, 2019, unaudited  11,223,736   11,224   1,906,474   (1,393,140)  953   525,511   (2,887)  522,624 
Net (loss)  -   -   -   (157,452)  -   (157,452)  52   (157,400)
Foreign currency translation adjustment  -   -   -   -   7,464   7,464   (4,975)  2,489 
Balance at September 30, 2019, unaudited  11,223,736  $11,224  $1,906,474  $(1,550,592) $8,417  $375,523  $(7,810) $367,713 

 

  For The Three Months Ended
December 31,
  For The Nine Months Ended
December 31,
 
  

2018

(Unaudited)

  2017
(Unaudited)
  2018
(Unaudited)
  2017
(Unaudited)
 
             
Revenue $211,130  $373,936  $214,815  $373,936 
Cost of Sales  135,932   222,193   138,010   222,193 
Gross Profit  75,198   151,743   76,805   151,743 
                 
Operating costs and expenses:                
Salaries and benefits  40,222   298   498,760   298 
Office supplies  21,115   14,580   174,468   14,580 
Rentals and leases  11,341   3,599   35,687   3,599 
Interest expense, net  -   24,633   -   24,633 
Professional fees  30,699   -   86,493   - 
Advertising and promotion expenses  16,808   -   56,156   - 
Depreciation and amortization  885   -   2,116   - 
Total operating costs and expenses  121,070   43,110   853,680   43,110 
Operating (loss) income  (45,872)  108,633   (776,875)  108,633 
Other income (expense)  (48)  4   3,297   4 
(Loss) income before provision for income taxes  (45,920)  108,637   (773,578)  108,637 
Provision for income taxes  -   -   -   - 
Net income (loss)  (45,920)  108,637   (773,578)  108,637 
Less: net (loss) income attributable to non-controlling interests  86,992  259,461   66,745   259,461 
Net (loss) attributable to common shareholders’ $(132,912) $(150,824) $(840,323) $(150,824)
                 
Basic and diluted loss per share $(0.01) $(0.02) $(0.08) $(0.02)
Weighted average number of shares outstanding  11,162,736   10,000,000   10,916,593   10,000,000 
Other comprehensive (loss) income:                
                 
Net (loss) income $(45,920) $108,637  $(773,578) $108,637 
Foreign currency translation adjustment  (11,211)  54,706   (93,063)  54,706 
Comprehensive (loss) income  (57,131)  163,343   (866,641)  163,343 
Less: Comprehensive income attributable to non-controlling interests  85,726   286,479   11,076   286,479 
Comprehensive (loss) attributable to the common shareholders $(142,857) $(123,136) $(877,717) $(123,136)

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

F-4

 

F-2

 

ORGANIC AGRICULTURAL COMPANY LIMITED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS 

FOR NINETHE SIX MONTHS ENDED DECEMBER 31,SEPTEMBER 30, 2019 AND 2018 AND 2017 

(EXPRESSED IN US DOLLARS)

 

  

For nine months ended 

December 31, 

 
  

2018

(Unaudited)

  

2017

(Unaudited)

 
Cash Flows from Operating Activities        
Net (loss) income $(773,578) $108,637 
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities:        
Depreciation and amortization  2,116   - 
Share based compensation  377,000   - 
Changes in operating assets and liabilities:        
Prepayments and deferred expenses  114,079   65,153 
Inventories  (413,435)  448,616 
Other receivables  (39,332)  (1,489)
Accounts payable and accrued expenses  (52,264)  - 
Customer deposits  190,258   - 
Due to related parties  205,948   (616,749)
Other payable  116   1,046 
Net cash (used in) provided by operating activities  (389,092)  5,214 
         
Cash Flows from Investing Activities        
Purchase of fixed assets  (10,494)  - 
Payment to Lvxin original shareholders for transfer of 51% interest  (222,403)  - 
Net cash (used in) investing activities  (232,897)  - 
         
Cash Flows from Financing Activities        
Proceeds from sale of common stock  335,250   - 
Repayment to related parties  (101,955)  - 
Loan from related parties  7,661   - 
Net cash provided by financing activities  240,956   - 
         
Effect of exchange rate fluctuation on cash and cash equivalents  (54,193)  (121)
Net (decrease) increase in cash and cash equivalents  (435,226)  5,093 
         
Cash and cash equivalents, beginning of year  458,690   38 
Cash and cash equivalents, end of year $23,464  $5,131 
         
Supplemental disclosure of cash flow information:        
Cash paid for income taxes        
Cash paid for interest $-  $- 
  $-  $24,633 
Supplemental disclosure of non-cash activities        
Allocation of prepayments to Long-term leasehold prepayments  266,662   - 

  For the Six Months Ended  September 30, 
  2019  2018 
  (Unaudited)  (Unaudited) 
Cash Flows from Operating Activities        
Net (loss) $(276,029) $(727,658)
Adjustments to reconcile net (loss) to net cash provided by (used in) operating activities:        
Depreciation and amortization  1,996   - 
Share based compensation     377,000 
Changes in operating assets and liabilities:        
Prepayments and deferred expenses  349,795   107,153 
Inventories  (582,620)  (297,687)
Right-of-use asset  (2,092,822)  - 
Other receivables  (19,623)  (20,677)
Accounts payable and accrued expenses  23,543   22,397 
Customer deposits  (52,073)  104,969 
Due to (from) related parties  218,684   (13,818)
Lease liability  2,196,605   - 
Other payables  8,002   - 
Net cash (used in) operating activities  (224,542)  (448,321)
         
Cash Flows from Investing Activities        
Purchase of fixed assets  -   (7,126)
Payment to Lvxin original shareholders for transfer of 51% interest  -   (222,702)
Net cash (used in) investing activities  -   (229,828)
         
Cash Flows from Financing Activities        
Proceeds from sale of common stock  242,780   335,701 
Proceeds from related party loans  32,294   - 
Net cash provided by financing activities  275,074   335,701 
         
Effect of exchange rate fluctuation on cash and cash equivalents  (28,467)  (2,121)
Net increase (decrease) in cash and cash equivalents  22,065   (344,569)
         
Cash and cash equivalents, beginning of year  12,953   458,690 
Cash and cash equivalents, end of year $35,018  $114,121 
         
Supplemental disclosure of cash flow information:        
Cash paid for income taxes $-  $- 
Cash paid for interest $-  $- 
         
Supplemental disclosure of non-cash activities:        
Offset of balance due for 51% interest to due from related parties $-  $77,554 
Issuance of common stock as stock compensation $-  $377,000 

  

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

F-5

 

F-3

 

ORGANIC AGRICULTURAL COMPANY LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 

(UNAUDITED)

(AMOUNTS IN USD) (UNAUDITED)US DOLLARS)

 

 

NOTE 1. NATURE OF OPERATIONS AND BASIS OF PRESENTATION

 

Organic Agricultural Company Limited (“Organic Agricultural”, the “Company”, “we” or “us”) was incorporated in the State of Nevada on April 17, 2018.

 

The Company, through its subsidiaries with headquarters in Harbin, China, sells paddy and selenium-enriched paddy agricultural products, rice and other agricultural products. The Company’s subsidiaries include: 

 

 Organic Agricultural (Samoa) Co., Ltd. (“Organic Agricultural Samoa”), a privately held limited company registeredincorporated in Samoa on December 15, 2017.2017, is wholly owned by Organic Agricultural. Organic Agricultural Samoa owns all of the outstanding shares of capital stock of Organic Agricultural Company Limited (Hong Kong).

 

 Organic Agricultural Company Limited (Hong Kong) (“Organic Agricultural HK”), which was established on December 6, 2017 under the laws of Hong Kong.Kong, is wholly owned by Organic Agricultural Samoa. Organic Agricultural HK owns all of the registered equity of Heilongjiang Tianci Liangtian Agricultural Technology Development Company Limited.

 

 Heilongjiang Tianci Liangtian Agricultural Technology Development Company Limited.Limited(“. (“Tianci Liangtian”), a privately held Limited Company registeredcompany incorporated in Heilongjiang, China on November 2, 2017.2017, is wholly owned by Organic Agricultural HK. Tianci Liangtian owns:

 

 all of the registered equity ofHeilongjiang Yuxinqi Agricultural Technology Development Company Limited (“Yuxinqi”), which was incorporated in Heilongjiang, China on February 5, 2018. Yuxinqi sells agricultural products, including paddy and other crops, to customers worldwide.

 

 51% of the registered equity ofBaoqing County Lvxin Paddy Rice Plant Specialized Cooperative(“Lvxin”), a company registeredincorporated in China on February 9, 2012. Lvxin is an integrated agricultural company providing self-planting paddy sales and services to its customers.

 

Reorganization

 

On May 16, 2018, the Company completed a corporate reorganization to combine several controlled entities (now referred to as the “subsidiaries”) into Organic Agricultural. The specific transactions related to this reorganization are as follows:

 

On March 31, 2017, Hao Shuping and the shareholders of Lvxin signed an Equity Transfer Agreement, whereby shareholders of Lvxin transferred 51% of the controlling interest in Lvxin to Hao Shuping. Hao Shuping agreed to pay the Lvxin shareholders RMB 2,029,586 (US$305,472) in cash and cause the company that would become Organic Agricultural to issue to them 152,736 shares (valued at US$152,736). Hao Shuping and the shareholders of Lvxin also signed an irrevocable supplemental agreement that gave Hao Shuping voting and managerial control over Lvxin. By June 22, 2018, Tianci Liangtian paid off all of the consideration to Lvxin’s former shareholders.


ORGANIC AGRICULTURAL COMPANY LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(AMOUNTS IN US DOLLARS)

NOTE 1. NATURE OF OPERATIONS AND BASIS OF PRESENTATION(Continued)

 

On January 1, 2018, pursuant to the Equity Transfer Agreement between Hao Shuping and Tianci Liangtian, Hao Shuping transferred his 51% controlling interest in Lvxin to Tianci Liangtian. As control of both entities resided with Hao Shuping, we have accounted for the combination of Lvxin with Tianci Liangtian as a transaction between entities under common control.

 

F-4

ORGANIC AGRICULTURAL COMPANY LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(AMOUNTS IN USD) (UNAUDITED)


NOTE 1. NATURE OF OPERATIONS AND BASIS OF PRESENTATION (continued)

On January 8, 2018, the shareholders of Tianci Liangtian transferred ownership of Tianci Liangtian to Organic Agricultural HK, which is wholly owned by Organic Agricultural (Samoa) Co., Ltd. (“Organic Agricultural Samoa”), a privately held limited company registered in Samoa on December 6, 2017.Samoa.

 

On May 16, 2018, the Company issued 10,000,000 shares of its common stock, par value $0.001 to the shareholders of Organic Agricultural Samoa, in exchange for 100% of the outstanding shares of Organic Agricultural Samoa (the “Share Exchange”).

 

As a result of the Share Exchange, Hao Shuping acquired 48.8% of the Company’s outstanding shares. Prior to the Share Exchange, Hao Shuping controlled Lvxin and Tianci Liangtian. Therefore, the Share Exchange was accounted for as a business combination of entities under common control in accordance with ASC 805-50-30-5. Accordingly, the assets and liabilities of the Company and its subsidiaries are presented at their carrying values at the date of the transaction; the Company’s historical stockholders’ equity was retroactively restated to the first period presented, as the acquisition of Organic Agricultural Samoa, Organic Agricultural HK, Tianci Liangtian and Lvxin was treated as a business combination of entities under common control.

 

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of presentation

 

The accompanying unaudited condensed consolidated financial statements have been prepared on the accrual basis of accounting. All significant intercompany accounts and transactions have been eliminated in consolidation when applicable.

The unaudited interim financial statements of the Company as of December 31, 2018 and for the three and nine months ended December 31, 2018 and 2017, have been prepared in accordance with accounting principles generally accepted in the United States of Americainstructions to Form 10-Q and the rulesItem Regulation S-X, Rule 10-01(c) Interim Financial Statements, and, regulations of the SEC which apply to interim financial statements. Accordingly, theytherefore, do not include all of the information and footnotes normally required by accounting principlesnecessary for a complete presentation of financial position, results of operations, cash flows, and stockholders’ equity in conformity with generally accepted in the United States of America for annual financial statements.accounting principles. In the opinion of management, such information contains all adjustments consisting only of normal recurring adjustments,considered necessary for a fair presentation of the results for the periods presented. The interimof operations and financial information should be read in conjunction with the financial statementsposition have been included and the notes thereto, included in the Company’s Registration Statement on Form S-1 (File No. 333-226810) filed with the SEC. Theall such adjustments are of a normal recurring nature. Operating results of operations for the three and ninesix months ended December 31, 2018September 30, 2019 are not necessarily indicative of the results tothat can be expected for future quarters or for the year endingended March 31, 2019.2020.

 

The Company’s consolidated financial statements are expressed in U.S. Dollars and are presented in accordance with Accounting Principles Generally Accepted in the United States Generally Accepted Accounting Principlesof America (“U.S. GAAP”).

 

Principles of consolidation

 

The condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All significant inter-company accounts and transactions have been eliminated.eliminated in consolidation. The condensed consolidated financial statements include the assets, liabilities, and net income or loss of these subsidiaries.

 

F-5

ORGANIC AGRICULTURAL COMPANY LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 

(UNAUDITED)

(AMOUNTS IN USD) (UNAUDITED)US DOLLARS)

 

  

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Continued)

 

The Company’s subsidiaries are listed as follows:

 

Name 

Place of

Incorporation

 Attributable
equity interest
%
  Authorized
capital
  

Place of

Incorporation

 Attributable
equity interest %
  Authorized
capital
 
Organic Agricultural (Samoa) Co., Ltd. Samoa  100  USD1,000,000  Samoa  100   USD 1,000,000 
Organic Agricultural Company Limited (Hong Kong) Hong Kong  100  HKD10,000  Hong Kong  100   HKD 10,000 
Heilongjiang Tianci Liangtian Agricultural Technology Development Company Limited China  100   0  China  100   0 
Heilongjiang Yuxinqi Agricultural Technology Development Company Limited China  100   0  China  100   0 
Baoqing County Lvxin Paddy Rice Plant Specialized Cooperative China  51   0  China  51   0 

 

Use of estimates

 

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made; however, actual results could differ from those estimates. One significant item subject to such estimates and assumptions is the inventory valuation allowances.allowance. These estimates are often based on complex judgments and assumptions that management believes to be reasonable but are inherently uncertain and unpredictable. Actual results could differ from these estimates.

 

Cash and cash equivalents

 

Cash consists of cash on hand and bank deposits, which are unrestricted as to withdrawal and use. All highly liquid investments with original stated maturities of three months or less are classified as cash and cash equivalents. Cash equivalents approximate or equal fair value due to their short-term nature. The Company’s cash and cash equivalents consist of cash on hand and cash in bank, as of December 31, 2018September 30, 2019 and March 31, 2018.2019.

  

Revenue recognition

 

TheEffective April 1, 2018, the Company recognizes revenue in accordance with theadopted Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 605, “Revenue Recognition”, which requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management’s judgment regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts.

Effective April 1, 2018, the Company adopted ASC 606 — Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue from the commercial sales of products licensing agreements and contracts by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied.

 

The Company recognizes revenue when the amount of revenue can be reliably measured, it is probable that economic benefits will flow to the entity, and specific criteria have been met for each of the Company’s activities as described below.

F-6

 

The Company sells paddy and selenium-enriched paddy products, rice and other agricultural products. All revenue is recognized when it is both earned and realized. The Company’s policy is to recognize the sale when the products, ownership and risk of loss have transferred to the purchasers, and collection of the sales proceeds is reasonably assured, all of which generally occur when the customer receives the products. 


ORGANIC AGRICULTURAL COMPANY LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 

(UNAUDITED)

(AMOUNTS IN USD) (UNAUDITED)US DOLLARS)

 

 

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Continued)

 

There was no impact onGiven the nature of this revenue source of the Company’s financial statements as a result of adopting Topic 606business and the applicable rules guiding revenue recognition, the revenue recognition practices for the three and nine months ended December 31, 2018 and 2017.sale do not contain estimates that materially affect results of operations nor does the Company have any policy for return of products.

 

Fair Value Measurements

 

The Company applies the provisions of FASB ASC 820,Fair Value Measurements for fair value measurements of financial assets and financial liabilities and for fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the financial statements. ASC 820 also establishes a framework for measuring fair value and expands disclosures about fair value measurements.

 

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

 

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

 

Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

 

Level 2: Quoted prices, other than those in Level 1, in markets that are not active or for similar assets and liabilities, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability;

 

Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

 

There were no transfers between level 1, level 2 or level 3 measurements during the three and ninesix months ended December 31 2018September 30, 2019 and 2017.2018.

 

Financial assets and liabilities of the Company primarily consists of cash, prepayments &and deferred expenses, inventories, other receivables, right of use asset, accounts payable and accrued liabilities, customer deposits, due to related parties, advances for shares to be issued and other payables. As at December 31, 2018September 30, 2019 and March 31, 2018,2019, the carrying values of these financial instruments approximated their fair values due to the short-term nature of these instruments.

  

F-7

ORGANIC AGRICULTURAL COMPANY LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 

(UNAUDITED)

(AMOUNTS IN USD) (UNAUDITED)US DOLLARS)

 

  

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Continued)

Functional currency and foreign currency translation

 

An entity’s functional currency is the currency of the primary economic environment in which it operates. Normally that is the currency of the environment in which the entity primarily generates and expends cash. Management’s judgment is essential to determine the functional currency by assessing various indicators, such as cash flows, sales price and market, expenses, financing and inter-company transactions and arrangements. The functional currency of the Company is the Chinese Renminbi (“RMB’), except the functional currency of Organic Agricultural HK is the Hong Kong Dollar (“HKD”), and the functional currency of Organic Agricultural Samoa and Organic Agricultural is the United States dollar (“US Dollars” “USD” or “$”). The reporting currency of these consolidated financial statements is in US Dollars.

  

The financial statements of the Company, which are prepared using the RMB, are translated into the Company’s reporting currency, the US Dollar. Assets and liabilities are translated using the exchange rate at each reporting period end date. Revenue and expenses are translated using average rates prevailing during each reporting period, and shareholders’ equity is translated at historical exchange rates. Adjustments resulting from the translation are recorded as a separate component of accumulated other comprehensive income or loss.

 

Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transactions. Foreign currency exchange gains and losses resulting from these transactions are included in operations.

 

The exchange rates used for foreign currency translation are as follows:

 

   

For the Three Months Ended  

December 31,  

    

For the six months ended 

September 30,

 March 31, 
   2018  2017    2019  2018 2019 
   (USD to RMB/USD to HKD)  (USD to RMB)     (USD to RMB/
USD to HKD)
  (USD to RMB/
USD to HKD)
  (USD to RMB/
USD to HKD)
 
Assets and liabilities period end exchange rate  6.8776 / 7.8317   6.5074  period end exchange rate  7.1383/7.8399   6.8683/7.8287   6.7111/7.8493 
Revenue and expenses period average  6.9162 / 7.8293   6.6133  period average  6.9198/7.8346   6.5925/7.8465   N/A 

 

   

For the Nine Months Ended  

December 31,  

    

For the three months ended

September 30,

 March 31, 
   2018  2017    2019  2018 2019 
   (USD to RMB/USD to HKD)  (USD to RMB)     (USD to RMB/
USD to HKD)
  (USD to RMB/
USD to HKD)
  (USD to RMB/
USD to HKD)
 
Assets and liabilities period end exchange rate  6.8776 / 7.8317   6.5074  period end exchange rate  7.1383/7.8399   6.8683/7.8287   6.7111/7.8493 
Revenue and expenses period average  6.7008 / 7.8408   6.7149  period average  7.0163/7.8294   6.8048/7.8450   N/A 

 

F-8

ORGANIC AGRICULTURAL COMPANY LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 

(UNAUDITED)

(AMOUNTS IN USD) (UNAUDITED)US DOLLARS)

 

  

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Continued)

 

Income taxes

 

The Company follows FASB ASC Topic 740,Income Taxes, which requires the recognition of deferred income taxes for the differences between the basis of assets and liabilities for financial statements and income tax purposes. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Deferred tax assets are also recognized for operating losses and for tax credit carryforwards. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

 

ASC 740-10-30 requires income tax positions to meet a more-likely-than-not recognition threshold to be recognized in the financial statements. Under ASC 740-10-30, tax positions that previously failed to meet the more-likely-than-not threshold should be recognized in the first subsequent financial reporting period in which that threshold is met. Under ASC 740-10-40, previously recognized tax positions that no longer meet the more-likely-than-not threshold should be derecognized in the first subsequent financial reporting period in which that threshold is no longer met.

 

The application of tax laws and regulations is subject to legal and factual interpretation, judgment and uncertainty. Tax laws and regulations themselves are subject to change as a result of changes in fiscal policy, changes in legislation, the evolution of regulations and court rulings. Therefore, the actual liability may be materially different from our estimates, which could result in the need to record additional tax liabilities or potentially reverse previously recorded tax liabilities or the deferred tax asset valuation allowance.

 

Lvxin products sales and services have been exempt from enterprise income tax, accordingtax. According to the “PRC Income Tax Law” Article 27 (1), income from agricultural, forestry, animal husbandry and the fisheries Industriesindustries shall be exempt from business tax.

 

According to the “PRC Income Tax Law”, Tianci Liantian and Yuxinqi are subject to a 25% standard enterprise income tax in the PRC.

Earnings (loss) per share

 

The Company computes earnings(loss)per share (“EPS”) in accordance with FASB ASC 260,Earnings Per Share. ASC 260 requires companies with complex capital structures to present basic and diluted EPS. Basic EPS is measured as net income (loss) divided by the weighted average common shares outstanding during the period.

 

Diluted EPS is similar to basic EPS but presents the dilutive effect on a per share basis of contracts to issue ordinary common shares (e.g., convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. The computation of diluted EPS includes the estimated impact of the exercise of contracts to purchase common stock using the treasury stock method and the potential shares of converted common stockshares associated with the convertible debt using the if-converted method. Potential common shares that have an anti-dilutive effect (i.e., those that increase earnings per share or decrease loss per share) are excluded from the calculation of diluted EPS.

 

F-9

F-11

 

ORGANIC AGRICULTURAL COMPANY LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 

(UNAUDITED)

(AMOUNTS IN USD) (UNAUDITED)US DOLLARS)

 

  

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Continued)

  

Share-Based Compensation

 

The Company has adoptedfollows the provisions of FASB ASC 718 requiring employee equity awards to be accounted for under the fair value method. Accordingly, share-based compensation is measured at grant date, based on the fair value of the award.award and recognized over its vesting period. No equity instruments were granted during the yearsix months ended March 31, 2018September 30, 2019 and no compensation expense is required to be recognized under provisions of ASC 718 with respect to employees. During the ninesix months ended December 31,September 30, 2018, specifically on June 13, 2018, the Company granted a total of 290,000 shares with a fair value on the grant date of $1.30 per share to 8 employees, and $377,000 compensation expense was recognized under the provisions of ASC 718. These shares were fully vested when issued.

 

Segment Information and Geographic Data

 

The Company is operating in one segment in accordance with the accounting guidance in FASB ASC Topic 280,Segment Reporting. The Company’s revenues are from the sales of agricultural products from customers in the People’s Republic of China (“PRC”). All assets of the Company are located in the PRC.

 

Concentration of Credit Risk

 

The Company maintains cash balances in four banks in China. In China, the insurance coverage of each bank is RMB500,000 (approximately USD$75,000). As of December 31, 2018,September 30, 2019, the Company’s doesCompany did not have balanceany balances that exceedexceeded the insurance balance.amounts.

 

As of December 31, 2018September 30, 2019 and March 31, 2018,2019, the Company has customer deposits of $219,338$104,046 and $31,844 from four and one customers, respectively.$164,362. As of December 31, 2018,September 30, 2019, Shouhang Commerce and Trade Zhao Zhilian and Zhang Jianhua represented 70.2%, 14.6% and 13.3%83.4% of total customer deposits, respectively.deposits. As of March 31, 2018, Zhao Zhilian2019, Shouhang Commerce and Trade represented 100%76.2% of total customer deposits.

As of December 31, 2018 and March 31, 2018, During the Company has prepayments & deferred expenses of $0 and $128,293, respectively, to one vendor. For the ninesix months ended December 31, 2018September 30, 2019, major customers Li Jiaxu and 2017, the Company’s purchases from this vendor total $134,905Shouhang Commerce and $104,742,Trade generated 67% and 19% of revenue, respectively. For the three months ended December 31, 2018 and 2017, there were no purchases from this vendor.

Recently accounting pronouncements

In February 2018, the FASB issued ASU No. 2018-02,Income Statement - Reporting Comprehensive Income (Topic 220), Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income (“ASU 2018-02”). ASU 2018-02 was issued as a result of the enactment of the Tax Cuts and Jobs Act of 2017 (“TCJA”) on December 22, 2017. Accounting guidance required deferred tax items to be revalued based on the new tax laws (the most significant of which reduced the corporate tax rate to 21% percent from 34% percent) and to include the change in income from continuing operations. ASU 2018-02 is effective for annual and interim reporting periods beginning after December 15, 2018. The adoption of ASU No.2018-02 will not have an effect on the Company’s financial statements.

F-10

ORGANIC AGRICULTURAL COMPANY LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(AMOUNTS IN USD) (UNAUDITED)

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Continued)

 

In July 2017, the FASB issuedRecently Adopted Accounting Standards Update (“ASU”) No. 2017-11,Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815). The update changes the classification of certain equity-linked financial instruments (or embedded features) with down round features. The update also clarifies existing disclosure requirements for equity-classified instruments. The update is effective retrospectively for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period. Early adoption is permitted for all companies in any interim or annual period. The adoption of ASU No.2017-11 will not have an effect on the Company’s financial statements.

In May 2017, the FASB issued ASU No. 2017-09,Compensation – Stock Compensation: (Topic 718): Scope of Modification Accounting. ASU 2017-09 provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. This pronouncement was effective for annual periods beginning after December 15, 2017, including interim periods within those annual periods. We adopted the new standard using the full retrospective application, and the adoption did not have a significant impact on our consolidated financial statements or related disclosures for any period.

 

In January 2017, theFinancial Accounting Standards Board (“FASB”)issued Accounting Standards Update (“ASU”) No. 2017-01,Business Combinations (Topic 805) - Clarifying the Definition of a Business (“ASU 2017-01”). The ASU clarifies the definition of business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. ASU 2017-01 was effective for the Company’s fiscal year beginning April 1, 2018 and subsequent interim periods with no impact on the Company’s consolidated financial statements.Revenue

 

In March 2016, the FASB issued ASU No. 2016-08,Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net). The amendment in this update affects entities with transactions included within the scope of Topic 606, The scope of that Topic includes entities that enter into contracts with customers to transfer goods or services (that are an output of the entity’s ordinary activities) in exchange for consideration. The amendments are intended to improve the operability and understandability of the implementation guidance on principal versus agent considerations. In April 2016, the FASB issued ASU No. 2016-10, the amendments in ASU 2016-10 provide more detailed guidance, including additional implementation guidance and examples in the following key areas: 1) identifying performance obligations and 2) licenses of intellectual property. In May 2016, the FASB issued ASU No. 2016-12,Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients (“ASU 2016-12”). The amendments do not change the core principles of the standard, but clarify the guidance on assessing collectability, presenting sales taxes, measuring noncash consideration and certain transition matters. This update becomes effective concurrently with ASU No. 2014-09. The Company adopted ASU 2016-12 effective April 1, 2018. There was no impact on the Company’s financial statements as a result of adopting Topic 606 for the ninethree and six months ended December 31, 2018September 30, 2019 and 2017.2018.

 

F-11

F-12

 

ORGANIC AGRICULTURAL COMPANY LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 

(UNAUDITED)

(AMOUNTS IN USD) (UNAUDITED)US DOLLARS)

 

  

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Continued)

 

Leases.

In February 2016,July 2018, the FASB issued ASU No. 2016-02, Leases. The2018-11, Leases (Topic 842): Targeted Improvements, which provides an additional, optional transition method related to implementing the new leases standard. ASU 2018-11 provides that companies can initially apply the new lease standard establishesat adoption and recognize a right-of-use (“ROU”) model that requires a lesseecumulative-effect adjustment to record a ROU asset and a lease liability on the opening balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognitionretained earnings in the income statement.period of adoption. The new standardCompany adopted the guidance as of April 1, 2019, there is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after,no cumulative-effect adjustment to the beginningCompany’s opening balance of the earliest comparative period presentedretained earnings in the financial statements, with certain practical expedients available. This accounting standard update is not expected to have a material impact on the Company’s financial statements.period of adoption. See Note 9 - Leases for further details.

 

We do not believe otherany recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the condensed consolidated financial position, statements of operations and cash flows.

 

NOTE 3. PREPAYMENTS AND DEFERREDPREPAID EXPENSES

 

Prepayments are reported as prepayments and deferred expenses on the consolidated balance sheets. Deferred expenses include prepaid paddy planting land rentproduction materials, prepayment of rice processing charges, and Tianci Liangtian office rent.prepayment for products to be purchased. As of December 31, 2018September 30, 2019 and March 31, 2018,2019, prepayments and deferred expenses were $99,703$31,831 and $526,100,$121,257, respectively.

  

NOTE 4. LONG-TERM LEASE PREPAYMENTS

Long-term lease prepayments include land rent prepayment over one year. As of March 31, 2019, long-term lease prepayments were $273,275. As a result of the adoption of the new accounting standards applicable to leases, long-term lease prepayments reduced the lease liability as of September 30, 2019.

NOTE 5. INVENTORIES

 

Inventories are generally kept for a short period of time. Inventories compriseare comprised of growing costs, harvesting costs, raw materials, and finished goods (including harvesting agricultural produce Paddypaddy and manufactured goodsprocessed rice and other agricultural products).

 

Growing costs, also referred to as culturalagricultural costs, consist of seeds, cultivation, fertilization, labor costs and soil improvement, pest control and irrigation.

 

Harvest costs are comprised of labor and equipment expenses incurred to harvest and deliver crops to the packinghouses.

 

Raw materialsinclude all purchasing cost.costs of materials purchased to be used in production of the Company’s products.

 

Harvesting agriculturalAgricultural produce Paddypaddyis grown in Lvxin’s planting base. This crop has distinct growing, harvest, and selling periods, each of which lasts approximately four to six months. During the growing period cultural(usually April to September), agricultural costs are capitalized, as they are associated with benefiting and preparing the crops for the harvest and selling period. During the harvest and selling period, harvest costs and culturalagricultural costs are expensed when incurred and capitalized costs areas inventories, then amortized as a cost of plantingsales in accordance with LIFOFIFO recognition of historical costs.costs when the inventory is sold.


ORGANIC AGRICULTURAL COMPANY LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(AMOUNTS IN US DOLLARS)

NOTE 5. INVENTORIES(Continued)

 

Most culturalagricultural costs, including amortization of capitalized culturalagricultural costs and certain other costs, such as indirect labor including farm supervision and management and irrigation that benefit multiple crops, are allocated to crops on a per-kilogram basis.

 

The cost of Harvestingharvesting agricultural produce Paddypaddy includes all relevant expenditures incurred before and during the entire cultivation period and after harvesting, mainly including seed, fertilizer and other production materials, land rent, labor, and other related costs, subject to impairment if the cost of inventory exceeds marketnet realizable value.

 

Manufactured goods, rice and other productsincludes all expenditures incurred in bringing the goods to the point of sale and putting them in a saleable condition.

 

F-12

ORGANIC AGRICULTURAL COMPANY LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(AMOUNTS IN USD) (UNAUDITED)

NOTE 4. INVENTORIES (continued)

The Company values inventory on its balance sheet at the lower of cost or net realizable value. Based on recent sales experience, the Company determined that the net realizable value of its inventory was less than the costs incurred in producing the inventory. Therefore, an impairment charge was made. At December 31, 2018September 30, 2019 and March 31, 2018,2019, inventories consisted of the following:

  

  December 31  March 31 
  2018  2018 
  (Unaudited)    
Growing cost $-  $633,607 
Selenium enriched paddy  690,283   187,604 
Ordinary paddy  401,137   - 
Rice and other products  59,959   - 
Packing and other materials  12,001   - 
  $1,163,380  $821,211 

  September 30,  March 31, 
  2019  2019 
  (Unaudited)    
Growing cost $774,398  $70,211 
Selenium enriched paddy  250,841   396,800 
Rice and other products  39,592   68,662 
Packing and other materials  7,878   10,170 
Total inventories at cost  1,072,709   545,843 
Inventory-impairment  27,677   29,439 
Inventories, net $1,045,032  $516,404 

  

NOTE 5.6. INCOME TAXES

 

A reconciliation of income (loss)loss before income taxes for domestic and foreign locations for ninethe six months ended December 31,September 30, 2019 and 2018 and 2017 is as follows:

 

 

For the six months ended

September 30,

 
 2018  2017  2019  2018 
 (Unaudited)  (Unaudited)  (Unaudited)  (Unaudited) 
United States $(87,486) $-  $(73,855) $(55,794)
Foreign  (686,092)  108,637   (202,174)  (671,864)
(Loss) before income taxes $(773,578) $108,637 
(Loss) income before income taxes $(276,029) $(727,658)

ORGANIC AGRICULTURAL COMPANY LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(AMOUNTS IN US DOLLARS)

NOTE 6. INCOME TAXES(Continued)

  

For the three months ended

September 30,

 
  2019  2018 
  (Unaudited)  (Unaudited) 
United States $(48,789) $(45,847)
Foreign  (108,611)  (133,318)
(Loss) income before income taxes $(157,400) $(179,165)

 

The difference between the U.S. federal statutory income tax rate and the Company’s effective tax rate was as follows:

 

 September 30  September 30 
 December 31  December 31  2019  2018 
 2018  2017   (Unaudited)   (Unaudited) 
U.S. federal statutory income tax rate  21%  34%  21%  21%
U.S. Valuation allowance  (21)%  (21)%
Rates in PRC, net  0%  0%  25%  25%
Effects of tax basis differences  (21)%  (34)%
PRC Valuation allowance  (25)%  (25)%
The Company’s effective tax rate  (0)%  (0)%  (0)%  (0)%

 

The Company did not recognize deferred taxestax assets since it is not likely to realize such deferred taxes. The deferred tax would only apply to the Company in the U.S., as and the Company’s current operationscompanies, Yuxinqi and Tianci Liangtian, in China are not subject to income tax. China.

 

As of December 31, 2018, the Company hasSeptember 30, 2019, Yuxinqi and Tianci Liangtian have total net operating loss carry forwards of $536,408 in the PRC that expiresexpire in 2023. As a result,2024. Due to the uncertainty of utilizing these carry forwards, the Company provided a 100% allowance on all deferred tax assets of approximately $172,000$134,102 and $0$99,774 related to its operations in the PRC as of DecemberSeptember 30, 2019 and March 31, 2018 and 2017,2019, respectively. The PRC valuation allowance has increased by $172,000approximately $38,000 and $0$157,000 for the ninesix months, and $20,000 and $27,000 for the three months, ended December 31,September 30, 2019 and 2018, and 2017, respectively.

F-13

ORGANIC AGRICULTURAL COMPANY LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(AMOUNTS IN USD) (UNAUDITED)

NOTE 5. INCOME TAX(Continued)

 

The Company has incurred losses from its United States operations during all periods presented.presented of approximately $278,000. Accordingly, management provided a 100% valuation allowance of approximately $15,000$59,000 and $0$43,000 against the deferred tax assets related to the Company’s United States operations as of December 31, 2018September 30, 2019 and March 31, 2017,2019, respectively, because the deferred tax benefits of the net operating loss carry forwardforwards in the United States iswill not likely to be utilized. The US valuation allowance has increased by approximately $16,000 and $12,000 for the six months, and $10,000 and $10,000 for the three months, ended September 30, 2019 and 2018, respectively.

 

The Company is subject to examination by the Internal Revenue Service (IRS) in the United States as well as by the taxing authorities in China, where the firm has significant business operations. The tax years under examination vary by jurisdiction. The table below presents the earliest tax year that remain subject to examination by major jurisdiction. 

 The year as of  
U.S. Federal March 31, 20182019
China MarchJanuary 31, 20182014

F-15

ORGANIC AGRICULTURAL COMPANY LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(AMOUNTS IN US DOLLARS)

NOTE 6. INCOME TAXES(Continued)

United States

 

The Company accounts for income taxes in accordance with ASC 740,Income Taxes, which requires that the Company recognize deferred tax liabilities and assets based on the differences between the financial statement carrying amounts and the tax basis of assets and liabilities, using enacted tax rates in effect in the years the differences are expectedis subject to reverse. Deferred tax assets are also recognized for operating losses and tax credit carryforwards Deferred income tax benefit (expense) results from the change in net deferred tax assets or deferred tax liabilities. A valuation allowance is recorded when, in the opinion of management, it is more likely than not that some or all of any deferred tax assets will not be realized.

United States

On December 22, 2017, the “Tax Cuts and Jobs Act” (“The Act”) was enacted. Under the provisions of the Act, the U.S. corporate tax rate decreased from 35% to 21%. Accordingly, we have remeasured our deferred tax assets on our net operating loss carryforwards in the U.S at the lower enactedcorporation tax rate of 21%. However, this remeasurement had no effect on our income tax expense as we have provided a 100% valuation allowance on our deferred tax assets previously.

 

Additionally, the Tax Act imposes a one-time transition tax on deemed repatriation of historical earnings of foreign subsidiaries, and future foreign earnings are subject to U.S. taxation. The transition tax, if applicable, is a one-time income tax which, if elected, can be paid over 8 years. However, this one-time transition tax had no effect on our income tax expense as we have no undistributed foreign earnings prior to December 22, 2017 since we have cumulative foreign losses. Samoa

 

Samoa

Organic Agricultural (Samoa) Co., Ltd was incorporated in Samoa and, under the current laws of Samoa, it is not subject to income tax.

 

China

 

Tianci Liantian and Yuxinqi are subject to a 25% standard enterprise income tax in the PRC. Income taxThere was $0 at December 31, 2018no provision for income taxes for the three and 2017.six months ended September 30, 2019 and 2018.

 

Lvxin products sales and services have beenare exempt from enterprise income tax, according to the “PRC Income Tax Law” Article 27 (1), which states that income from agricultural, forestry, animal husbandries and the fisheries IndustryIndustries shall be exempt from business income tax.

F-14

ORGANIC AGRICULTURAL COMPANY LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(AMOUNTS IN USD) (UNAUDITED)

taxes.

 

NOTE 6. ADVANCES FOR SHARES TO BE ISSUED7. OTHER PAYABLES

 

Advances for shares to be issuedOther payables consisted of the following as of the periods indicated:

 

  December 31  March 31 
  2018  2018 
  (Unaudited)    
Advances for shares to be issued $-  $425,749 
  $-  $425,749 
  September 30,  March 31, 
  2019  2019 
  (Unaudited)    
Xun Jianjun $21,722  $14,901 
Advances for shares to be issued  220,500   53,300 
Others  122   83 
  $242,344  $68,284 

 

As of March 31, 2018,2019, the Company had received an advance for 410,00041,000 shares to be issued of $425,749. This amount was prepaid$53,300. The shares were subsequently issued on June 21, 2019.

As of September 30, 2019, the Company had received an advance of $220,500 for the sale of 147,000 shares to Tianci Liangtian by certain individuals in anticipationbe issued. The shares have not been issued as of the formationdate of Organic Agricultural Company Limited and was reclassified as a capital contribution to the Company after Organic Agricultural Company Limited was organized in April 2018 and entered into Subscription Agreements with those individuals. filing this report.

 

NOTE 7.8. RELATED PARTY TRANSACTIONS

 

AmountAmounts due to related parties

 

AmountAmounts due to related parties consisted of the following as of the periods indicated: 

 

 December 31  March 31  September 30,  March 31, 
 2018  2018  2019  2019 
 (Unaudited)     (Unaudited)    
Hao Shuping $41,752  $112,690  $44,441  $47,489 
Shen Zhenai  8,696   752   40,662   9,952 
15 shareholders of Lvxin  189,570   458,208 
Lou Zhengui  175,765   34,866 
 $240,018  $571,650  $260,868  $92,307 

 

Hao Shuping is the main shareholder of the Company, and Shen Zhenai is the President, Chairman of the Board, director and shareholder of the Company. These advances represent temporary borrowings for operating costs between the Company and management. They are non-interest bearing and due on demand.

 

Lou Zhengui is the principal manager of Lvxin , also a minority shareholder of Lvxin and Organic agriculture. As of DecemberSeptember 30, 2019 and March 31, 2018,2019, the Company has a balance due to 15 shareholdersLou Zhengui of Lvxin of $189,570,$175,765 and $34,866, respectively, which was recorded as Due Toto Related Parties. It represents advances for expenses paid to suppliers by the 15 shareholders.Lou Zhengui. The balance is non-interest bearing and due on demand.

 

As of March 31, 2018, the Company has a balance due to the 15 shareholders of Lvxin of $458,208, which was recorded as Due To Related Parties. This balance was paid off on June 22, 2018, as consideration for the sale of their 51% interest to Tianci Liangtian.

F-16

 

F-15

 

ORGANIC AGRICULTURAL COMPANY LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 

(UNAUDITED)

(AMOUNTS IN USD) (UNAUDITED)US DOLLARS)

 

 

NOTE 8. CONTINGENCIES9. RIGHT-OF-USE ASSETS AND COMMITMENTLEASE LIABILITIES

 

ContingenciesOn April 1, 2019, the Company adopted FASB ASC 842, “Leases” (“new lease standard”). The new lease standard was adopted using the optional transition method approach that allows for the cumulative effect adjustment to be recorded without restating prior periods. The Company has elected the practical expedient package related to the identification, classification and accounting for initial direct costs whereby prior conclusions do not have to be reassessed for leases that commenced before the effective date. As the Company will not reassess such conclusions, the Company has not adopted the practical expedient to use hindsight to determine the likelihood of whether a lease will be extended or terminated or whether a purchase option will be exercised.

 

Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company’s management and legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company’s legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material would be disclosed.

Loss contingencies considered to be remote by management are generally not disclosed unless they involve guarantees, in which case the guarantee would be disclosed.

The Company was not subject to any material loss contingencies as of December 31, 2018 and March 31, 2018. 

CommitmentsOperating lease

 

In November 2017, Tianci Liangtian leased office space from November 20, 2017 to December 5, 2018 under an operating lease agreement (approximately 666 square feet)meters). Under the terms of the lease, Tianci Liangtian paid approximately $1,592 in lease deposits and is committed to make annual lease payments. In December 2018, Yuxingqi renewed the lease agreement. Under the terms, Yuxingqi committed to make annual lease payments ofCNY¥ RMB¥ 290,000 (approximately US$42,000). for the period from December 6, 2018 to December 5, 2019. On December 20, 2019, Yuxingqi renewed the lease agreement. Under the terms, Yuxingqi committed to make annual lease payments of RMB¥ 290,000 (approximately US$42,000) for the period from December 20, 2019 to December 19, 2020.

 

In April 2018, Lvxin leased office space of approximately 176.86177 square meters under a one yearone-year lease agreement. Lvxin paid approximately US$4,5324,500 (RMB30,000) as rent and is committed to make annual lease payments of US$4,532 (RMB30,000). The office address is the Fuyuanguandi, Pingshun Street, Baoqing County, Shuangyasha City, Heilongjiang Province. China 155600.rent. The office contains our administrative functions, sales, e-commerce operations and marketing functions.

 

The Company recorded rent expenseleases 1,228 acres of $35,687 for nine months ended December 31, 2018 and $11,341 for three months ended December 31, 2018.

The Company leases 497 hectares of cultivated land for cultivating pursuant to more than 300 lease agreements with individual farmers. Some of the leases are paid annually, and some of the leases are paid in advance for periods from 12 to 22 years. These prepayments reduced the related lease liabilities. The Company accounts for the land rental costs as a cost of production of the growing paddy annually. The Company recorded land rental costs of $nil and $nil for nine months ended December 31, 2018 and 2017, and $nil and $nil for three months ended December 31, 2018 and 2017.

 

The Company’s adoption of the new lease standard included new processes and controls regarding asset financing transactions, financial reporting and a system-related implementation required for the new lease standard. The impact of the adoption of the new lease standard included the recognition of right-of-use (“ROU”) assets and lease liabilities. The adoption of the new lease standard resulted in additional net lease assets and net lease liabilities of approximately $2.2 million, respectively, as of April 1, 2019. For the three and six months end of September 30, 2019, the amortization was $4,382 and $389,718, respectively.

Operating leases are reflected on our balance sheet within ROU assets and the related current and non-current operating lease liabilities. ROU assets represent the right to use an underlying asset for the lease term, and lease liabilities represent the obligation to make lease payments arising from the lease agreement. ROU assets and liabilities are recognized at the commencement date, or the date on which the lessor makes the underlying asset available for use, based upon the present value of the lease payments over the respective lease term. Lease expense is recognized on a straight-line basis over the lease term, subject to any changes in the lease or expectation regarding the terms.


ORGANIC AGRICULTURAL COMPANY LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(AMOUNTS IN US DOLLARS)

NOTE 9. RIGHT-OF-USE ASSETS AND LEASE LIABILITIES(Continued)

As of December 31, 2018 and March 31, 2018,September 30, 2019, the Company had made approximately $70,000 and $335,000 prepayments for cultivated landhas the following amounts recorded on the Company’s unaudited condensed consolidated balance sheet:

  

As of

September 30,
2019

 
  (Unaudited) 
Assets   
Right-of-use asset(non-current) $2,028,762 
Total  2,028,762 
Liabilities    
Lease liability(current)  306,145 
Lease liability(non-current)  1,823,223 
Total $2,129,368 

Office lease:
Remaining Lease Term1year, renewal option
Incremental borrowing rate4.9%
Land lease:
Remaining Lease TermFrom 1 to 10 years, no renewal option
Incremental borrowing rate4.9%

The components of lease expense were as follows:

  

For the
six months
ended
September 30,
2019

 
  (Unaudited) 
    
Amortization of ROU Asset    
Land lease $369,950 
Office Lease  19,768 
Interest expense  - 
Total lease expense $389,718 


ORGANIC AGRICULTURAL COMPANY LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(AMOUNTS IN US DOLLARS)

NOTE 9. RIGHT-OF-USE ASSETS AND LEASE LIABILITIES(Continued)

Supplemental cash flow information related to leases respectively. was as follows:

  

For the
six months
ended

September 30,
2019

 
  (Unaudited) 
    
Net cash (used in) operating activities   
Right-of-use asset $(2,092,822)
Amortization of ROU recorded in inventories  (438,044)
Lease liability  2,196,605 
Prepayment offset lease liability  334,261 
Cash paid for amounts included in the measurement of lease liabilities $- 

Future annual minimum lease payments for non-cancellable operating leases are as follows:

 

F-16

  Operating Leases (Unaudited) 
From October 2019 to March 2020   $363,913 
From April 2020 to March 2021    387,366 
From April 2021 to March 2022    343,938 
From April 2022 to March 2023    270,238 
From April 2023 to March 2024    193,467 
From April 2024 to March 2025    205,271 
Thereafter    755,325 
Undiscounted Cash Flow    2,519,518 
Less: imputed interest      390,150 
Total   $2,129,368 
     
Reconciliation to lease liabilities:        
Lease liabilities - current   $306,145 
Lease liabilities - long-term      1,823,223 
Total Lease Liabilities     $2,129,368 

  


ORGANIC AGRICULTURAL COMPANY LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 

(UNAUDITED)

(AMOUNTS IN USD) (UNAUDITED)US DOLLARS)

 

 

NOTE 8.10. CONTINGENCIES AND COMMITMENT(Continued)

 

Fiscal year end of March 31 Amount $ 
2019 $372,726 
2020  402,596 
2021  357,460 
2022  280,862 
2023  201,073 
thereafter  1,001,366 
Total $2,616,083 

Loss contingencies considered to be remote by management are generally not disclosed unless they involve guarantees, in which case the guarantee would be disclosed.

The Company was not subject to any material loss contingencies as of September 30, 2019 or March 31, 2019 and through the date of this report. 

 

NOTE 9.11. NON-CONTROLLING INTERESTS

 

Lvxin is the Company’s majority-owned subsidiary which is consolidated in the Company’s financial statements with a non-controlling interest (NCI) recognized. The Company holds a 51% interest ofin Lvxin as of December 31, 2018September 30, 2019 and March 31, 2018.2019.

 

As of December 31, 2018,September 30, 2019 and March 31, 2018,2019, the NCI in the condensed consolidated balance sheet was $(21,750)$ (7,810) and $(32,826),$3,759, respectively.

For nine months ended December 31, 2018, the comprehensive income (loss) attributable to shareholders’ equity and NCI was $(877,717) and $11,076, respectively. For nine months ended December 31, 2017, the comprehensive income (loss) attributable to shareholders’ equity and NCIs was $(123,136) and $286,479, respectively.

For three months ended December 31, 2018, the comprehensive income (loss) attributable to shareholders’ equity and NCI was $(142,857) and $85,726, respectively. For three months ended December 31, 2017, the comprehensive income (loss) attributable to shareholders’ equity and NCI was $(123,136) and $286,479, respectively.

 

NOTE 10.12. SUBSEQUENT EVENTS

 

During the period from JanuaryOctober 1, 2019 to February 14, 2019,the date of filling this report, the Company sold 5,000received an advance for $324,760 for the sale of 215,347 shares of its common stock for $6,500 to 1 shareholder.be issued.

 

The Management of the Company determined that there were no other reportable subsequent events to be disclosed. adjusted for and/or disclosed as of the date of filing this report.

 

F-17

F-20

 

ITEMItem 2.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSManagement’s Discussion and Analysis of Financial Condition and Results of Operations

 

The following discussion and analysis of our financial condition and results of operations are based upon our condensed consolidated financial statements and the notes thereto included elsewhere in this Quarterly Report on Form 10-Q, which have been prepared in accordance with accounting principles generally accepted in the United States of America.States. The preparation of such financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, and expenses. On an ongoing basis, we evaluate these estimates, including those related to useful lives of real estate assets, bad debts, impairment, contingencies and litigation. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. There can be no assurance that actual results will not differ from those estimates.

 

Corporate Reorganization: Basis forApplication of Critical Accounting Policies

 

On May 16, 2018,In preparing our financial statements, we are required to formulate working policies regarding valuation of our assets and liabilities and to develop estimates of those values. In our preparation of the Company completedfinancial statements for the six months ended September 30, 2019, there was one estimate made which was (a) subject to a corporate reorganizationhigh degree of uncertainty and (b) material to combine several controlled entities (now referred to as the “subsidiaries”) into Organic Agricultural Company Limited. The specific transactions related to this reorganization are as follows:

On March 31, 2017, Hao Shuping acquired the controlling equity interest in Lvxin and entered into an agreement with the shareholders of Lvxin that gave him managerial control over the operations of Lvxin. On January 1, 2018, Hao Shuping assigned his interest in Lvxin to Tianci Liangtian, an entity that he had recently organized and controlled 100%. our results:

 

On January 8, 2018, the equity owners of Tianci Liangtian assigned ownership of Tianci Liangtian to Organic Agricultural HK.

Hao Shuping had recently organized Organic Agricultural HK in Hong Kong as a subsidiary of Organic Agricultural Samoa, a

holding company in which Hao Shuping held the 100% controlling interest.

On May 16, 2018, Organic Agricultural Company Limited acquired 100% ownership of Organic Agricultural Samoa in exchange for 10,000,000 shares of the Company’s common stock issued to the shareholders of Organic Agricultural Samoa. As a result, Organic Agricultural Company Limited became the beneficial owner of each holding company listed above and of the 51% equity interest in Lvxin, the Company’s operating entity.

The aforesaid series of transactions was accounted for as a business combination by entities under common control in accordance with ASC 805-50-30-5. Accordingly, the consolidated assets and liabilities of the Company and its subsidiaries have been presented at their carrying values at the date of the transaction; the Company’s historical stockholders’ equity has been retroactively restated to the first period presented, and the financial statements included in this Form 10Q reflect the consolidation of the results of operations and cash flows of Tianci Liangtian, its subsidiary Yuxinqi, and Lvxin since their respective inceptions.

Plan of Operations

Our subsidiary, Lvxin, has been involved in growing, threshing and selling unmilled rice since 2012, using leased farmland and the part-time labor of local farmers. During the 2018 fiscal year, which ended on March 31, 2018, Lvxin concentrated its leasing in the selenium-rich areas on the Sanjiang Plain. As a result, at March 31, 2018 and December 31, 2018 Lvxin held a harvested inventory of selenium-enriched paddy of $187,604 and $690,283. Because of the need to increase the selenium in the diets of many residents of China, particularly in the northeastern portion of China where Lvxin’s operations are located, we believe that this recent focus on production of selenium-enriched paddy will allow us to collect premium prices for our paddy.

19

Our other subsidiary, Yuxinqi, was organized in February 2018, and has only recently initiated its business plan. During the quarter ended December 31, 2018, Yuxinqi recorded its first sales of rice and other foodstuffs. Yuxinqi will devote its efforts to marketing and distribution of a range of selenium-enriched agricultural products.

We plan to continue to expand our operations. Over the next twelve months, we will concentrate on the following areas to grow our operations:

Introducing new products – We intendThe determination, described in Note 5 to expand our product offerings in orderCondensed Consolidated Financial Statements, to reach new marketsrecord our inventories as of September 30, 2019 and reduce the harsh seasonality2018 at their net realizable value, of $1,045,032 and $1,048,639, respectively. The cost of our current revenue streams, which concentrate revenueinventories primarily consists of the growing costs of crops, both in the firstfield and fourth calendar quarters,harvested, as well as the periodcost of harvest and sale of paddy.

Seeking capital for expansion - Our management will be exploring financing optionsharvesting crops that will enable us to increaseremain unsold. U.S. GAAP mandates that we record the farmland we have under lease, increase production, and expand our product offerings.

Expanding our marketing efforts – Our marketing personnel will endeavor to expand awarenessvalue of our brand, open new marketing channels, and educateinventory at the nation aboutlower of cost or net realizable value. Our determination to record the health benefits of selenium-enriched rice.

inventories at net realizable value was based on our determination that the paddy in inventory, including paddy in the field, was sold for an amount below its cost in May 2019.

 

Results of Operations

 

  For The Three Months
Ended 
December 31,
  Change 
  

2018

(Unaudited)

  2017
(Unaudited)
  $  % 
             
Revenue $211,130  $373,936   (162,806)  (44)%
Cost of Sales  135,932   222,193   (86,261)  (39)%
Gross Profit  75,198   151,743   (76,545)  (50)%
                 
Total operating costs and expenses  121,070   43,110   77,960   (181)%
(Loss) income from operations before other income and income taxes  (45,872)  108,633   (154,505)  (142)%
Other (loss) income  (48)  4   (52)  (1300)%
(Loss) income from operations before income taxes  (45,920)  108,637   (154,557)  (142)%
Income tax  -   -   -   - 
Net (loss) income  (45,920)  108,637   (154,557)  (142)%
Less: net (loss) income attributable to non-controlling interests  (86,992)  259,461   (172,469)  (66)%
Net (loss) attributable to common shareholders’ $(132,912) $(150,824)  17,912   (12)%

20

  For The Nine Months
Ended 
December 31,
  Change 
  

2018

(Unaudited)

  2017
(Unaudited)
  $  % 
             
Revenue $214,815  $373,936   (159,121)  (43)%
Cost of Sales  138,010   222,193   (84,183)  (38)%
Gross Profit�� 76,805   151,743   (74,938)  (49)%
                 
Total operating costs and expenses  853,680   43,110   810,570   1880%
Earnings from operations before other income and income taxes  (776,875)  108,633   (885,508)  (815)%
Other income  3,297   4   3,293   82325%
(Loss) income from operations before income taxes  (773,578)  108,637   (882,215)  (812)%
Income tax  -   -   -   - 
Net (loss) income  (773,578)  108,637   (882,215)  (812)%
Less: net income attributable to non-controlling interests  66,745   259,461   (192,716)  (74)%
Net (loss) attributable to common shareholders’ $(840,323) $(150,824)  (689,499)  457%

DuringThe following table shows key components of the quarterresults of operations during the three and six months ended December 31, 2018, the Company's subsidiary, Yuxinqi, recorded its first sales of milled riceSeptember 30, 2019 and other foodstuffs. As our focus was on the rollout of that marketing operation, our revenue and cost of sales was significantly changed from prior periods:2018: 

 

  Three Months Ended December 31,  Nine Months Ended December 31, 
  2018  2017  2018  2017 
  Sales  %  Sales  %  Sales  %  Sales  % 
Foodstuffs $205,752   97.5%       $205,752   95.8%      
Paddy  5,378   2.5% $373,936   100%  9,063   4.2% $373,936   100%
  $211,130      $373,936      $214,815      $373,936     

  For the three months ended
September 30,
  

Change

 
  2019  2018  $  % 
  (Unaudited)  (Unaudited)       
             
Revenue $26,350  $3,685   22,665   615%
Cost of Sales  19,712   2,078   17,634   849%
Gross Profit  6,638   1,607   5,031   313%
                 
Total operating costs and expenses  164,033   184,114   (20,081)  (11)%
(Loss) from operations before other income and income taxes  (157,395)  (182,507)  25,112   (14)%
Other income (loss)  (5)  3,342   (3,347)  (100)%
(Loss) from operations before income taxes  (157,400)  (179,165)  21,765   (12)%
Income taxes  -   -   -   - 
Net (loss)  (157,400)  (179,165)  21,765   (12)%
Less: net income (loss) attributable to non-controlling interests  52   (19,109)  19,161   (100)%
Net (loss) attributable to common shareholders’ $(157,452) $(160,056)  2,604   (2)%


  For the six months ended
September 30,
  

Change 

 
  2019  2018  $  % 
  (Unaudited)  (Unaudited)       
             
Revenue $168,691  $3,685   165,006   4478%
Cost of Sales  157,163   2,078   155,085   7463%
Gross Profit  11,528   1,607   9,921   617%
                 
Total operating costs and expenses  287,992   732,610   (444,618)  (61)%
(Loss) from operations before other income and income taxes  (276,464)  (731,003)  454,539   (62)%
Other income  435   3,345   (2,910)  (87)%
(Loss) from operations before income taxes  (276,029)  (727,658)  451,629   (62)%
Income taxes  -   -   -   - 
Net (loss)  (276,029)  (727,658)  451,629   (62)%
Less: net (loss) attributable to non-controlling interests  (3,570)  (20,247)  16,677   (82)%
Net (loss) attributable to common shareholders’ $(272,459) $(707,411)  434,952   (61)%

Our revenue results for both the three and six months ended September 30, 2019 were primarily the result of the nature of paddy production and sale:

  The Three Months Ended September 30, 
  2019  2018 
  (Unaudited)  (Unaudited) 
       
Milled Rice and other production $26,350  $- 
Paddy  -   3,685 
  $26,350  $3,685 

  The Six Months Ended September 30, 
  2019  2018 
  (Unaudited)  (Unaudited) 
       
Milled Rice and other production $55,368  $- 
Paddy  113,323   3,685 
  $168,691  $3,685 

 

As our results during the yearthree and six months ended March 31,September 30, 2019 and 2018 indicate, where all sales for the first nine months of the fiscal year were recorded in the third quarter, the sale of paddy is extremely seasonal. This occurs because of the seasonal nature of paddy production, for which the period from April through September is the planting and growing season. Our development of season, during which we sell very little paddy; revenue from paddy sales is generally recognized in the period from October through March.

Yuxinqi asis a marketing enterprise with focus beyond paddy is largely caused by our desire to generate revenue year-round.on milled rice and other production. Incorporated on February 5, 2018, with a short operating history, Yuxingqi’s sales are erratic, since a stable customer base has not been established yet.

 

Because we had insignificant sales of paddy during the nine months ended December 31, 2018, we likewise had insignificant cost of sales attributable to paddy. The costs incurred in planting and growing paddy are capitalized as additions to inventory until the harvest season, when the capitalized costs are amortized against sales. Therefore costsCosts of sales of only $8,778 and $10,856, respectively,$120,654 were attributable to paddy sales.sales during the six months ended September 30, 2019, resulting in gross loss of $7,331 from the sale of paddy. There were no sales of paddy during the three months ended September 30, 2019. The lower market price of the paddy, and the 27.2% increase in average unit cost, caused by reduced production, are the major factors of the loss. The remainder of our cost of sales, $127,154,$21,459 and $36,509 for three and six months, was attributable to the sales of milled rice and other foodstuffs, by Yuxinqi.resulting in gross profit of $6,532 and $18,859 and a gross margin of 23% and 34.1%, respectively. The higher margin on our non-paddy lines makes our expansion in this market attractive. However, we also expect that increased advertising of the health benefits of consuming selenium-enriched rice will increase demand for our paddy products and lead to higher sales and improved margins in the future. We intend to devote resources to that advertising effort as they become available.

 


During ninethe six months ended December 31,September 30, 2019 and 2018, and 2017, the Company incurred $853,680$287,992 and $43,110, and $121,070 and 43,110 for three months,$732,610, respectively, in operating expenses, the greater portion of which was attributable to the costs of our operationsadministration - i.e. salaries and office expenses. Salaries and benefits expense was particularly high$370,787 less during the ninesix months ended December 31,September 30, 2019 than in the prior period during the six months ended September 30, 2018 becausedue to the fact that in MayJune 2018 the Company granted a total of 290,000 shares to 8 employees, which resulted in $377,000 of additionalstock compensation expense.expense, representing the fair value of those shares on the date issued.

In addition, No non-cash compensation was made to employees during 2019. During the three and nine months ended December 31,September 30, 2019 and 2018, wethe Company incurred advertising$164,033 and promotion$184,114, respectively, in operating expenses including salaries and benefits of $41,856 and $34,509, and office expenses of $16,808$61,255 and $56,156, respectively, for the purpose of promoting the Company’s expansion. We also incurred expenses relating to our efforts to become a reporting company in the United States, including legal and accounting fees, fees for a transfer agent and the like.$86,064, respectively.

 

The Company’s operations produced a net loss of $45,920$276,029 and 727,658, respectively, for the six months ended September 30, 2019 and 2018, and $157,400 and $179,165, respectively, for the three months ended December 31, 2018 and $773,578 for the nine months ended December 31, 2018.September 30, 2019. However, because we own only 51% of the equity in Lvxin, U.S. GAAP directs us to record all of the revenue and expenses attributable to the operations of Lvxin, but to then offset the portion of net income or net loss attributable to the noncontrolling interest. Therefore, we eliminated $86,992$3,570 and $20,247 of the net incomeloss attributable to LvxinLvxin’ minority shareholders during the threesix months ended December 31, 2018September 30, 2019 and eliminated $66,745 of the net income attributable to Lvxin during the nine months ended December 31, 2018. As a result, the net loss attributable to the Company'sCompany’s common shareholders was $132,912$272,459 and $707,411 for the threesix months ended December 31,September 30, 2019 and 2018, and $840,323 for the nine months ended December 31, 2018.respectively.

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Liquidity and Capital Resources

 

The Company’s operations have been financed primarily by loans from related parties.parties and proceeds from the sale of shares. The shareholders of Lvxin financed the operations of that entity, and their loans have been repaid. Recently,while Hao Shuping has been the primary source of financing for Tianci Liangtian and Yuxinqi. As a result, at December 31, 2018,September 30, 2019, the Company’s loans payable to related parties totaled $240,018 (a decrease$260,868 (an increase of $168,561 from $571,650 at March 31, 2018)2019), which was owed to members of the Company’s management. This left the Company with significant liquidity, as its workingWorking capital totaled $849,492.$156,951. Working capital increaseddecreased by $142,501$131,212 during the ninesix months ended December 31, 2018,September 30, 2019, primarily because $425,749 that had been advanced fordue to the purchaseCompany’s loss of shares during the prior fiscal year was reclassified to shareholders’ equity when Organic Agricultural Company Limited was organized in April 2018 and the shares were issued.$276,029.

 

The largest component of working capital isat September 30, 2019 was inventory which is measured by the expenses incurred for rice in the field and in the warehouse.of 1,045,032. It is noteworthy that Lvxin and Yuxingqi had no accounts receivable at either December 31, 2018September 30, 2019 or March 31, 2018.2019. This occurs because the payment terms given by Lvxin and Yuxingqi to its customers are very constricted: most sales are made with COD (cash on delivery) or prepayment terms, andwith no customer is affordedhaving more than three days to complete payment.

 

Cash Flows

 

The following table summarizes our cash flows for the ninesix months ended December 31, 2018September 30, 2019 and 2017.2018.

 

  

For the Nine Months
Ended

December 31,

  Change 
  

2018

(Unaudited)

  2017
(Unaudited)
  $ 
Net cash (used in) provided by operating activities $(389,092) $5,214   (394,306)
Net cash (used in) investing activities  (232,897)  -   (232,897)
Net cash provided by financing activities  240,956   -   240,956 
Effect of exchange rate fluctuation on cash and cash equivalents  (54,193)  (121)  (54,072)
Net (decrease) in cash and cash equivalents  (435,226)  (5,093)  (440,319)
Cash and cash equivalents, beginning of year  458,690   38   458,652 
Cash and cash equivalents, ending of year $23,464  $5,131   18,333 

The Company only recorded $5,214 of cash provided by operating activities during the nine months ended December 31, 2017, as most cash generated by operations during that year was payable to the individuals who were shareholders of Lvxin at that time.

  

For the six months ended
September 30,

  Change 
  2019  2018  $ 
  (Unaudited)  (Unaudited)    
          
Net cash (used in) operating activities $(224,542)  (448,321)  223,779 
Net cash (used in) investing activities  -   (229,828)  229,828 
Net cash provided by financing activities  275,074   335,701   (60,627)
Effect of exchange rate fluctuation on cash and cash equivalents  (28,467)  (2,121)  (26,346)
Net increase(decrease) in cash and cash equivalents  22,065   (344,569)  366,634 
Cash and cash equivalents, beginning of quarter  12,953   458,690   (445,737)
Cash and cash equivalents, end of quarter $35,018   114,121   (79,103)

During the ninesix months ended December 31, 2018,September 30, 2019, our operations used net cash of $389,092. Net$224,542. The use of cash used in operations was primarilynot significantly different from our net loss for the resultsix months ended September 30,2019, as the $528,628 expansion of expenses relating to our efforts to become a reporting companyinventory was offset by our amortization of $349,795 in the United States, including legal and accounting fees, fees for a transfer agent and the like, as well as $413,435 in cash expended to increase our inventories. We partially offset these usesprepayments plus advances of $218,684 from related parties.

The Company recorded $448,321 of cash by utilizing $114,079use in prepayments, $205,948 provided by shareholders and by receiving $190,258operating activities during the six months ended September 30, 2018. The use of cash in customer deposits.operations was less than the net loss for the six months primarily because the net loss included a non-cash expense of $377,000 attributable to the market value of shares issued to employees in June 2018.

 

OurNo cash was used in investing activities for the six months ended September 30, 2019. 229,828 of cash was used in our investing activities during the ninesix months ended December 31, 2018 used $232,897. InvestingSeptember 30, 2018. The use of cash in 2018’s investing activities consisted of:

l$ 10,4947,126 used in purchases of fixed assets;
l$ 222,403222,702 used to pay the purchase price for 51% of Lvxin.

 

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Our financing activities during the ninesix months ended December 31, 2018September 30, 2019 generated $240,956.$275,074. Financing activities consisted of:of $242,780 in proceeds from sales of common stock and advances for shares to be issued, and $32,294 in borrowings from related parties. During the six months ended September 30, 2018, our financing activities generated $335,701 from sales of common stock.

 

$335,250 in proceeds from sales of common stock.

Trends, Events and Uncertainties

Our business is seasonal, as our sales occur generally during the harvest season, which occurs from October to March of the following year. Our sales are typically the lowest from April to September, which is the planting and growing and harvesting period. Accordingly, we experience significant seasonal fluctuations in our revenues and our operating costs.

 

Cash flowsIn addition, adverse weather conditions and other natural disasters may affect our planting and harvesting activities and cause a reduction and loss of agricultural production or a delay in realization of revenues.

As resources become available, the Company intends to expand its product offerings to include value-added products, both products based on rice and products based on other food stuffs, such as organic red beans and millet. In this manner, the Company hopes to alleviate the seasonality of its revenues, by having products available for sale year-round.

The cost of our inventories primarily consists of the growing costs of crops, both in the field and harvested, as well as the cost of harvesting crops that remain unsold. U.S. GAAP mandates that we record the value of our inventory at the lower of cost or net realizable value. Our determination to record the inventories at net realizable value was based on our determination that the paddy in inventory, including paddy in the field, was sold for an amount below its cost in May 2019.

The Company’s operations have been financed primarily by advances and loans from related parties and proceeds from sales of shares. The shareholders of Lvxin financed the operations of that entity, Hao Shuping has been the primary source of financing for Tianci Liangtian and Yuxinqi. The company has received $240,000 during the ninesix months ended December 31, 2018 were primarily impacted by our absenceSeptember 30, 2019, and $324,760 from October 01, 2019 to the date of revenue. For that reason, the $389,092 in cash used in operations (primarily to fund the $413,435 addition to our inventories) partially offset byfilling this report, for the sale of our parent company’s common stock for an aggregate capital contribution of $377,000.shares. These funds may support the company to meet its needs especially during seasonal downtime.

 

ImpactOther than the factors listed above we do not know of Recent Accounting Pronouncements

New accounting rules and disclosure requirements can significantly impact the comparability of our financial statements. Please refer to Note 2 of our consolidated financial statements included in this quarterly report.

 There were no recent accounting pronouncementsany trends, events or uncertainties that we expecthave had or are reasonably expected to have a material effectimpact on the Company’s financial positionour net sales or results ofrevenues or income from continuing operations.


Off BalanceOff-Balance Sheet TransactionsArrangements

 

We do not currently have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition or results of operations.

 

Recent Accounting Pronouncements

New accounting rules and disclosure requirements can significantly impact the comparability of our financial statements. Please refer to Note 2 of our condensed consolidated financial statements included in this quarterly report.

There were no recent accounting pronouncements that we expect to have a material effect on the Company’s financial position or results of operations.

ITEMItem 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKQuantitative and Qualitative Disclosures about Market Risk.

 

As a “smaller reporting company”, we are not required to provide the information required by this Item.Not applicable.

ITEMItem 4.CONTROLS AND PROCEDURESControls and Procedures.

EvaluationsEvaluation of Disclosure Controls and Procedures

 

Our management maintains disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are designed to provide reasonable assurance that the material information required to be disclosed by us in our periodic reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms.  Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of our management team, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended, as of December 31, 2018.September 30, 2019. Based on this evaluation, we concluded that our disclosure controls and procedures have the following material weaknesses:

 

·The relatively small number of employees who are responsible for accounting functions prevents us from segregating duties within our internal control system.

 

·Our internal financial staff lack expertise in identifying and addressing complex accounting issued under U.S. Generally Accepted Accounting Principles.

 

·Our Chief Financial Officer is not familiar with the accounting and reporting requirements of a U.S. public company.

 

·We have not developed sufficient documentation concerning our existing financial processes, risk assessment and internal controls.

 

Based on their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that the Company’s system of disclosure controls and procedures was not effective as of December 31, 2018September 30, 2019 for the purposes described in this paragraph.

 

23

Changes in Internal Control over Financial Reporting

 

 DuringNo changes in the period covered by this report, there has been no change in ourCompany’s internal control over financial reporting has come to management’s attention during the Company’s last quarter that hashave materially affected, or is reasonablyare likely to materially affect, ourthe Company’s internal control over financial reporting.

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PART II – OTHER INFORMATION

 

ITEMItem 1.LEGAL PROCEEDINGS.Legal Proceedings.

 

The Company hasWe are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of existing or pending legal proceedings against the Company, nor is the Company involved as a plaintiff in any proceeding or pending litigation. There are no proceedings in which anyexecutive officers of the Company’s directors, officersour 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 respective affiliates, or any beneficial stockholder, iscapacities as such, in which an adverse party or hasdecision could have a material interest adverse to our interest.effect.

 

ITEMItem 1A.RISK FACTORSRisk Factors.

 

There have been no material changes from the risk factors included in the Company's Registration StatementCompany’s Annual Report on Form S-1 (File No. 333-226810).10-K for the year ended March 31, 2019.

 

ITEM 2.UNREGISTERED SALE OF EQUITY SECURITIES AND USE OF PROCEEDSUnregistered Sale of Equity Securities and Use of Proceeds.

 

WeFrom July 1, 2019 to September 30, 2019, the Company did not sell or issue any shares of unregistered equity securities during the three month period ended December 31, 2018.securities.

 

ITEM 3.DEFAULTS UPON SENIOR SECURITIESDefaults upon Senior Securities.

 

Not applicable

 

ITEMItem 4.MINE SAFETY DISCLOSURESMine Safety Disclosure

 

Not applicableapplicable.

 

ITEMItem 5.OTHER INFORMATIONOther Information.

 

Not applicableNone.

 


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ITEM 6.EXHIBITS

 

INDEX TO EXHIBITS

 

Exhibit No. Description of Exhibit
31.1 Certification of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2 Certification of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS XBRL Instance Document
101.SCH XBRL Taxonomy Extension Schema Document
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF XBRL Definition Linkbase Document
101.LAB XBRL Taxonomy Extension Label Linkbase Document
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document

SIGNATURES

 

25

SIGNATURES

In accordance with Section 13 or 15(d)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.

 

ORGANIC AGRICULTURAL COMPANY LIMITED

 

Signature Title Date
     
/s/ Jianjun Xun Chief Executive Officer February 14,December 19, 2019
Jianjun Xun (Principal Executive Officer)  
     
/s/ Yongmei Cao Chief Financial Officer February 14,December 19, 2019
Yongmei Cao (Principal Financial and Accounting Officer)  

 

28

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