NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(AMOUNTS
IN 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 selenium-enriched products and other agricultural
products. At September 30, 2020, the Company’s subsidiaries were:
|
●
|
Organic Agricultural
(Samoa) Co., Ltd. (“Organic Agricultural Samoa”), a limited company incorporated in Samoa on December 15, 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, 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. (“Tianci Liangtian”), a company incorporated in
Heilongjiang, China on November 2, 2017, is wholly owned by Organic Agricultural HK. Tianci Liangtian owns all of the registered
equity of Heilongjiang Yuxinqi Agricultural Technology Development Company Limited.
|
|
●
|
Heilongjiang Yuxinqi
Agricultural Technology Development Company Limited (“Yuxinqi”), a company incorporated in Heilongjiang, China
on February 5, 2018, is wholly owned by Tianci Liangtian. Yuxinqi sells agricultural products, including paddy and other crops,
to 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 Baoqing County Lvxin Paddy Rice Plant Specialized Cooperative (“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 all of the consideration to Lvxin’s former shareholders.
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 accounted for
the combination of Lvxin with Tianci Liangtian as a transaction between entities under common control.
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.
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 shareholders’
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 combination of entities under common control.
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
April 24, 2020 Tianci Liangtian entered into an Equity Transfer Agreement providing for the transfer to Lou Zhengui of Tianci’s
51% interest in the equity of Baoqing County Lvxin Paddy Rice Plant Specialized Cooperative. The Agreement transferred the equity
to Lou Zhengui as of April 30, 2020. Tianci Liangtian retained responsibility for the liabilities incurred by Lvxin prior to April
30, 2020, including debt of 257,731 RMB (approx. US$36,380) owed by Lvxin to Yuxingqi. Tianci Liangtian also waived a debt of
3,672,002 RMB (approx. US$518,321) owed by Lvxin to Tianci Liangtian.
In
exchange for the 51% interest in Lvxin, Lou Zhengui assumed the obligation to satisfy a debt of 300,000 RMB (approx. US$42,350)
owed by Tianci Liangtian to Hao Shuping, a member of the Registrant’s Board of Directors.
The
business of Lvxin is growing paddy rice. The divestment of Lvxin by Tianci will enable Tianci to focus on its other business:
processing and marketing food stuffs.
In
accordance with U.S. GAAP, the financial position and results of operations of Lvxin are presented as discontinued operations
and, as such, have been excluded from continuing operations for all periods presented. The restated historical financial statements
reflecting the divestment are unaudited, but the March 31, 2020 balance sheet information has been derived from the Company’s
historical audited annual reports. The sum of the individual earnings per share amounts from continuing operations and discontinued
operations may not equal the total Company earnings per share amounts due to rounding. The cash flows and comprehensive income
related to Lvxin have not been segregated and are included in the Condensed Consolidated Statements of Cash Flows and Comprehensive
Income, respectively, for all periods presented. With the exception of Note 3, the Notes to the Unaudited Condensed Consolidated
Financial Statements reflect the continuing operations of the Company. See Note 3 - Discontinued Operations below for additional
information regarding discontinued operations.
Certain
amounts in the prior year’s condensed consolidated financial statements and related footnotes thereto have been reclassified
to conform with the current year’s presentation as a result of the spin-off of Lvxin.
NOTE
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Going
concern
Management
has determined there is substantial doubt about our ability to continue as a going concern as a result of our lack of significant
revenues and recurring losses. If we are unable to generate significant revenue or secure additional financing, we may be required
to cease or curtail our operations. Our financial statements do not include adjustments that might result from the outcome of
this uncertainty.
The
Company’s operations have been financed primarily by proceeds from sales of shares. The Company received $46,400 during
the six months ended September 30, 2020. The Company received $106,500, (included in other payables) during the six months ended
September 30, 2020, for the future sale of 70,000 shares. These funds were used for working capital.
Management
intends to expand 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.
The
marketing personnel of the Company will endeavor to expand awareness of our brand, open new marketing channels, and educate the
nation about the health benefits of selenium-enriched rice.
In
this manner, Management hopes to generate sufficient operating cash inflow to support its future operations and development of
the Company in addition to capital raised from sales of shares and shareholders’ support based on need.
ORGANIC
AGRICULTURAL COMPANY LIMITED AND SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(AMOUNTS
IN US DOLLARS)
NOTE
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Basis
of presentation
The
accompanying condensed consolidated financial
statements have been prepared in accordance with U.S. GAAP for interim financial information and with the instructions to Form
10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S.
GAAP for complete financial statements. In the opinion of management, all adjustments of a normal and recurring nature considered
necessary for a fair presentation have been included in the accompanying condensed consolidated financial statements. The results
of operations for the interim period are not necessarily indicative of the results that will be realized for the entire fiscal
year. These condensed consolidated financial statements should be read in conjunction
with Organic Agricultural Company’s audited financial statements and accompanying notes thereto as of and for the year ended
March 31, 2020 included in Company’s current report on Form 10-K as filed with the SEC on August 14, 2020.
Principles
of consolidation
The
consolidated financial statements include the accounts of the Company and its subsidiaries. All significant inter-company accounts
and transactions have been eliminated in consolidation. The consolidated financial statements include the assets, liabilities,
and net income or loss of these subsidiaries.
The
Company’s subsidiaries as of September 30, 2020 are listed as follows:
Name
|
|
Place
of
Incorporation
|
|
Attributable
equity interest
%
|
|
|
Authorized
capital
|
|
Organic
Agricultural (Samoa) Co., Ltd.
|
|
Samoa
|
|
|
100
|
|
|
USD
|
1,000,000
|
|
Organic Agricultural
Company Limited (Hong Kong)
|
|
Hong Kong
|
|
|
100
|
|
|
HKD
|
10,000
|
|
Heilongjiang Tianci
Liangtian Agricultural Technology Development Company Limited
|
|
China
|
|
|
100
|
|
|
|
0
|
|
Heilongjiang Yuxinqi
Agricultural Technology Development Company Limited
|
|
China
|
|
|
100
|
|
|
|
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 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
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. The Company’s cash consist of cash on hand and
cash in bank, as of September 30, 2020 and March 31, 2020.
ORGANIC
AGRICULTURAL COMPANY LIMITED AND SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(AMOUNTS
IN US DOLLARS)
NOTE
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Revenue
recognition
Effective
April 1, 2018, the Company adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Codification
(“ASC”) 606 — Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue from the
commercial sales of products 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.
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, if not prepaid, is reasonably assured, all of which
generally occur when the customer receives the products. Accordingly, revenue is recognized at the point in time when delivery
is made.
Given
the nature of this revenue source of the Company’s business and the applicable rules guiding revenue recognition, the revenue
recognition practices for the 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 are to 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).
Financial
assets and liabilities of the Company primarily consists of cash, account receivables, prepaid expenses, inventories, other receivables,
accounts payable and accrued liabilities, customer deposits, due to related parties, and other payables. As at September 30, 2020
and March 31, 2020, the carrying values of these financial instruments approximated their fair values due to the short-term nature
of these instruments.
ORGANIC
AGRICULTURAL COMPANY LIMITED AND SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(AMOUNTS
IN 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 and the HKD, 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
September 30,
|
|
March 31,
|
|
|
|
|
2020
|
|
2019
|
|
2020
|
|
|
|
|
(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
|
|
6.8033/7.7501
|
|
7.1383/7.8399
|
|
7.0896/7.7529
|
Revenue and expenses
|
|
period average
|
|
6.9201/7.7506
|
|
7.0163/7.8294
|
|
N/A
|
|
|
|
|
For the six months ended
September 30,
|
|
March 31,
|
|
|
|
|
2020
|
|
2019
|
|
2020
|
|
|
|
|
(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
|
|
6.8033/7.7501
|
|
7.1383/7.8399
|
|
7.0896/7.7529
|
Revenue and expenses
|
|
period average
|
|
7.0028/7.7510
|
|
6.9198/7.8347
|
|
N/A
|
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 740-10-40, 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.
China
According
to the “PRC Income Tax Law”, Tianci Liantian and Yuxinqi are subject to a 25% standard enterprise income tax in the
PRC.
United
States
The
Company is subject to the U.S. corporation tax rate of 21%.
ORGANIC
AGRICULTURAL COMPANY LIMITED AND SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(AMOUNTS
IN US DOLLARS)
NOTE
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Samoa
Organic
Agricultural (Samoa) Co., Ltd was incorporated in Samoa and, under the current laws of Samoa, it is not subject to income tax.
Hong
Kong
Organic
Agricultural Company Limited (Hong Kong) was incorporated in Hong Kong and is subject to Hong Kong profits tax. Organic Agricultural
Company Limited (Hong Kong) is subject to Hong Kong taxation on its activities conducted in Hong Kong and income arising in or
derived from Hong Kong. The applicable statutory tax rate is 16.5%.
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 common shares associated with 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.
Share-based
compensation
The
Company follows 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 and recognized over its
vesting period. No equity instruments were granted during the three and six months ended September 30, 2020 and 2019, and no compensation
expense is required to be recognized under provisions of ASC 718 with respect to employees.
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 to 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 three banks in China. In China, the insurance coverage of each bank is RMB500,000 (approximately
USD$73,000). As of September 30, 2020, the Company had approximately RMB1,259,000 (approximately USD$185,000) in excess of the
insurance amounts.
During
the three months ended September 30, 2020, major customers Huiye, Qian Li, Hao Shuping and Beiqinhai generated 32%, 22%, 21% and
17% of revenue, respectively. During the three months ended September 30, 2019, Shouhang Commerce & Trade generated 85% of
revenue.
During
the six months ended September 30, 2020, major customers Shouhang Commerce & Trade, Jiufu Zhenyuan and Huiye generated 31%
31% and 15% of revenue, respectively. During the six months ended September 30, 2019, major customer Shouhang Commerce & Trade
and Jiufu Zhenyuan generated 53% and 35% of revenue, respectively.
Recently
adopted accounting standards
Leases
In
July 2018, the FASB issued ASU No. 2018-11, Leases (Topic 842): Targeted Improvements, which provides an additional, optional
transition method related to implementing the new lease standard. ASU 2018-11 provides that companies can initially apply the
new lease standard at adoption and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the
period of adoption. The Company adopted the guidance as of April 1, 2019, there was no cumulative-effect adjustment to the Company’s
opening balance of retained earnings in the period of adoption. See Note 9 - Leases for further details.
We
do not believe any 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.
ORGANIC
AGRICULTURAL COMPANY LIMITED AND SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(AMOUNTS
IN US DOLLARS)
NOTE
3. DISCONTINUED OPERATIONS
As
discussed in Note 1. Basis of Presentation above, on April 30, 2020, the Company completed the divestment of Lvxin and the requirements
for the presentation of Lvxin as a discontinued operation were met on that date. Accordingly, Lvxin’s historical financial
results are reflected in the Company’s unaudited condensed consolidated financial statements as discontinued operations.
The Company did not allocate any general corporate overhead or interest expense to discontinued operations.
The
financial results of Lvxin are presented as income (loss) from discontinued operations, net of income taxes in the unaudited Condensed
Consolidated Statements of Operations. The following table presents the financial results of Lvxin for the reporting periods prior
to April 30, 2020.
|
|
Three months ended
September 30,
|
|
|
Six months ended September 30,
|
|
|
|
2020
|
|
|
2019
|
|
|
2020
|
|
|
2019
|
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
Net sales
|
|
$
|
-
|
|
|
$
|
(1,641
|
)
|
|
$
|
37,317
|
|
|
$
|
113,323
|
|
Cost of sales
|
|
|
-
|
|
|
|
(1,747
|
)
|
|
|
36,574
|
|
|
|
120,654
|
|
Gross profit
|
|
|
-
|
|
|
|
106
|
|
|
|
743
|
|
|
|
(7,331
|
)
|
Selling, general and administrative expenses
|
|
|
-
|
|
|
|
(5
|
)
|
|
|
-
|
|
|
|
390
|
|
Operating income (loss)
|
|
|
-
|
|
|
|
111
|
|
|
|
743
|
|
|
|
(7,721
|
)
|
Other income (loss)
|
|
|
-
|
|
|
|
(5
|
)
|
|
|
-
|
|
|
|
435
|
|
Income (loss) before income taxes
|
|
|
-
|
|
|
|
106
|
|
|
|
743
|
|
|
|
(7,286
|
)
|
Income tax (expense) benefit
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Income (loss) from discontinued operations, net of income taxes
|
|
|
-
|
|
|
|
106
|
|
|
|
743
|
|
|
|
(7,286
|
)
|
Less: Net income (loss) attributable to non-controlling interest
|
|
|
-
|
|
|
|
52
|
|
|
|
364
|
|
|
|
(3,570
|
)
|
Net income (loss) from discontinued operations attributable to controlling interest
|
|
$
|
-
|
|
|
$
|
54
|
|
|
$
|
379
|
|
|
$
|
(3,716
|
)
|
The
following table summarizes the carrying value of major classes of assets and liabilities of Lvxin, reclassified as assets and
liabilities of discontinued operations at March 31, 2020.
|
|
March 31,
2020
|
|
ASSETS
|
|
|
|
Cash
|
|
$
|
1,340
|
|
Inventories, net
|
|
|
557,085
|
|
Total current assets, discontinued operations
|
|
|
558,425
|
|
Operating lease right-of-use assets
|
|
|
1,981,547
|
|
Total assets, discontinued operations
|
|
$
|
2,539,972
|
|
|
|
|
|
|
LIABILITIES
|
|
|
|
|
Due to related parties
|
|
$
|
37,146
|
|
Operating lease liabilities (current)
|
|
|
298,259
|
|
Total current liabilities, discontinued operations
|
|
|
335,405
|
|
Operating lease liabilities (non-current)
|
|
|
1,424,600
|
|
Total liabilities, discontinued operations
|
|
$
|
1,760,005
|
|
ORGANIC
AGRICULTURAL COMPANY LIMITED AND SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(AMOUNTS
IN US DOLLARS)
NOTE
4. PREPAID EXPENSES
Prepaid
expenses include prepayments for expenses, and prepayments of processing charges and products to be purchased. As of September
30, 2020 and March 31, 2020, prepayments and deferred expenses were $158,485 and $48,789, respectively.
|
|
September 30,
|
|
|
March 31,
|
|
|
|
2020
|
|
|
2020
|
|
|
|
(Unaudited)
|
|
|
|
|
Prepayments for expenses
|
|
$
|
43,357
|
|
|
$
|
32,882
|
|
Prepayments of processing charges and products to be purchased:
|
|
|
|
|
|
|
|
|
Baoqing County Fengnian Agricultural Product Purchase and Sale Ltd.
|
|
|
5,508
|
|
|
|
5,643
|
|
Heilongjiang Yaohe County Heifengyuan Apiculture Ltd.
|
|
|
5,553
|
|
|
|
10,264
|
|
Youyi County Hengsheng Rice Industry Ltd.
|
|
|
104,067
|
|
|
|
-
|
|
Total
|
|
$
|
158,485
|
|
|
$
|
48,789
|
|
NOTE
5. INVENTORIES
Inventories
are comprised of raw materials, and finished goods (including processed rice and other agricultural products).
Raw
materials include all costs of materials purchased to be used in production of the Company’s products.
Manufactured
goods, rice and other products includes all expenditures incurred in bringing the goods to the point of sale and putting them
in a saleable condition.
The
Company values inventory on its balance sheet at the lower of cost or net realizable value. Inventories consisted of the following:
|
|
September 30,
|
|
|
March 31,
|
|
|
|
2020
|
|
|
2020
|
|
|
|
(Unaudited)
|
|
|
|
|
Rice and other products
|
|
$
|
10,072
|
|
|
$
|
41,153
|
|
Packing and other materials
|
|
|
10,461
|
|
|
|
15,457
|
|
Total inventories at cost
|
|
$
|
20,533
|
|
|
$
|
56,610
|
|
NOTE
6. INCOME TAXES
A
reconciliation of income (loss) before income taxes for domestic and foreign locations for the three and six months ended September
30, 2020 and 2019 is as follows:
|
|
For the three months ended
September 30,
|
|
|
|
2020
|
|
|
2019
|
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
United States
|
|
$
|
(50,788
|
)
|
|
$
|
(48,789
|
)
|
Foreign
|
|
|
35,637
|
|
|
|
(108,717
|
)
|
(Loss) before income taxes
|
|
$
|
(15,151
|
)
|
|
$
|
(157,506
|
)
|
|
|
For the six months ended
September 30,
|
|
|
|
2020
|
|
|
2019
|
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
United States
|
|
$
|
(67,368
|
)
|
|
$
|
(73,855
|
)
|
Foreign
|
|
|
19,924
|
|
|
|
(194,888
|
)
|
(Loss) before income taxes
|
|
$
|
(47,444
|
)
|
|
$
|
(268,743
|
)
|
ORGANIC
AGRICULTURAL COMPANY LIMITED AND SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(AMOUNTS
IN US DOLLARS)
NOTE
6. INCOME TAXES (Continued)
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,
|
|
|
|
2020
|
|
|
2019
|
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
U.S. federal statutory income tax rate
|
|
|
21
|
%
|
|
|
21
|
%
|
U.S. Valuation allowance
|
|
|
(21
|
)%
|
|
|
(21
|
)%
|
Rates for Tianci Liangtian and Yuxinqi, net
|
|
|
25
|
%
|
|
|
25
|
%
|
PRC Valuation allowance
|
|
|
(25
|
)%
|
|
|
(25
|
)%
|
The Company’s effective tax rate
|
|
|
(0
|
)%
|
|
|
(0
|
)%
|
The
Company did not recognize deferred tax assets since it is not likely to realize such deferred taxes. The deferred tax would apply
to the Company in the U.S. and to Yuxinqi and Tianci Liangtian in China.
As
of September 30, 2020, Yuxinqi and Tianci Liangtian have total net operating loss carry forwards of approximately $670,000 in
the PRC that expire in 2024. Due to the uncertainty of utilizing these carry forwards, the Company provided a 100% valuation allowance
on all deferred tax assets of approximately $167,000 and $166,000 related to its operations in the PRC as of September 30, 2020
and March 31, 2020, respectively. The PRC valuation allowance has increased by approximately $1,000 and $38,000 for the six months
ended September 30, 2020 and 2019, respectively.
The
Company has incurred losses from its United States operations during all periods presented of approximately $464,000. The Company’s
United States operations consist solely of ownership of its foreign subsidiaries, and the losses arise from administration expenses.
Accordingly, management provided a 100% valuation allowance of approximately $98,000 and $83,000 against the deferred tax assets
related to the Company’s United States operations as of September 30, 2020 and March 31, 2020, respectively, because the
deferred tax benefits of the net operating loss carry forwards in the United States will not likely be utilized. The US valuation
allowance has increased by approximately $15,000 and $16,000 for the six months ended September 30, 2020 and 2019, 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 subject to 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, 2019
|
|
|
|
China
|
|
December
31, 2017
|
United
States
The
Company is subject to the U.S. corporation tax rate of 21%.
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. There was no provision for income taxes for
the three and six months ended September 30, 2020 and 2019.
NOTE
7. OTHER PAYABLES
Other
payables consisted of the following as of the periods indicated:
|
|
September 30,
|
|
|
March 31,
|
|
|
|
2020
|
|
|
2020
|
|
|
|
(Unaudited)
|
|
|
|
|
Advances for purchase of shares
|
|
$
|
114,667
|
|
|
$
|
8,167
|
|
Others
|
|
|
127
|
|
|
|
244
|
|
|
|
$
|
114,794
|
|
|
$
|
8,411
|
|
As
of March 31, 2020, the Company had received $8,167 as an advance for the purchase of common shares of which $7,500 was refunded
on April 3, 2020. As of September 30, 2020, The Company had received $114,667 as an advance for the purchase of common shares
which were not issued yet.
ORGANIC
AGRICULTURAL COMPANY LIMITED AND SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(AMOUNTS
IN US DOLLARS)
NOTE
8. RELATED PARTY TRANSACTIONS
Amounts
due to related parties consisted of the following as of the periods indicated:
|
|
September 30,
|
|
|
March 31,
|
|
|
|
2020
|
|
|
2020
|
|
|
|
(Unaudited)
|
|
|
|
|
Hao Shuping
|
|
$
|
-
|
|
|
$
|
38,874
|
|
Shen Zhenai
|
|
|
38,445
|
|
|
|
37,647
|
|
Xun Jianjun
|
|
|
8,093
|
|
|
|
7,767
|
|
|
|
$
|
46,538
|
|
|
$
|
84,288
|
|
Hao
Shuping is the largest shareholder of the Company, Shen Zhenai is the President, Chairman of the Board, director and shareholder
of the Company, and Xun Jianjun is the CEO 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.
Amounts
due from related parties consisted of the following as of the periods indicated:
|
|
September 30,
|
|
|
March 31,
|
|
|
|
2020
|
|
|
2020
|
|
|
|
(Unaudited)
|
|
|
|
|
Hao Shuping
|
|
$
|
3,442
|
|
|
$
|
-
|
|
It
is non-interest bearing and due on demand.
During
the three months ended September 30, 2020, Hao Shuping purchased agricultural products from the Company which generated $6,853
of revenue.
NOTE
9. RIGHT-OF-USE ASSETS AND LEASE LIABILITIES
On
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.
Tianci
Liangtian has an operating lease for office space (approximately 666 square meters). Under the terms of the lease, Tianci Liangtian
paid approximately $1,592 in lease deposits and committed to make annual lease payments. In December 2018, Yuxingqi renewed the
lease agreement. Under the renewed terms, annual lease payments were RMB290,000 (approximately US$42,000) for the period from
December 6, 2018 to December 5, 2019. On December 20, 2019, the lease was renewed. Under the renewed terms, annual lease payments
are RMB290,000 (approximately US$42,000, including VAT tax) for the period from December 20, 2019 to December 19, 2020. RMB150,000
(approximately US$22,000) payment was made on December 23, 2019. As of September 30, 2020, US$6,702 and US$19,413 was accounted
as an operating lease right-of-use asset and operating lease liabilities (current), respectively
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”) asset and lease liabilities. For the six months
ended September 30, 2020 and 2019, the amortization was $19,534 and $19,768, respectively.
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)
Operating
leases are reflected on our balance sheet within ROU assets and the related 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.
As
of September 30, 2020, the Company has the following amounts recorded on the Company’s unaudited condensed consolidated
balance sheet:
|
|
As of September 30,
2020
|
|
|
|
(Unaudited)
|
|
Assets
|
|
|
|
Right-of-use asset (non-current)
|
|
$
|
6,702
|
|
Total
|
|
$
|
6,702
|
|
Liabilities
|
|
|
|
|
Lease liability (current)
|
|
$
|
19,413
|
|
Total
|
|
$
|
19,413
|
|
Office
lease:
|
|
|
|
Remaining
Lease Term
|
|
1 year,
renewal option
|
|
Incremental
borrowing rate
|
|
|
4.9
|
%
|
The
components of lease expense were as follows:
|
|
For the six months ended
September 30,
2020
|
|
|
|
(Unaudited)
|
|
Amortization of ROU Asset
|
|
|
|
Office Lease
|
|
$
|
19,534
|
|
Interest expense
|
|
|
-
|
|
Total lease expense
|
|
$
|
19,534
|
|
Future
annual minimum lease payments for non-cancellable operating leases are as follows:
Year Ending March 31
|
|
Operating Leases
|
|
|
|
|
|
2021
|
|
$
|
19,413
|
|
Thereafter
|
|
|
-
|
|
Total
|
|
|
19,413
|
|
Less: imputed interest
|
|
|
-
|
|
Total
|
|
$
|
19,413
|
|
|
|
|
|
|
Reconciliation to lease liabilities:
|
|
|
|
|
Lease liabilities - current
|
|
$
|
19,413
|
|
Lease Liabilities
|
|
$
|
19,413
|
|
ORGANIC
AGRICULTURAL COMPANY LIMITED AND SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(AMOUNTS
IN US DOLLARS)
NOTE
10. CONTINGENCIES
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, 2020 or March 31, 2020 and through the date of
this report.
NOTE
11. SUBSEQUENT EVENTS
The
COVID-19 outbreak has had a significant adverse impact and created many uncertainties related to our business, and we expect that
it will continue to do so. The Company is experiencing challenges in sales and has suffered a significant decrease in revenues
which has increased financial uncertainty. Our future business outlook and expectations are very uncertain due to the impact of
the COVID-19 outbreak and are very difficult to quantify. It is difficult to assess or predict the impact of this unprecedented
event on our business, financial results or financial condition. Factors that will impact the extent to which the COVID-19 affects
our business, financial results and financial condition include: the duration, spread and severity of the pandemic; the actions
taken to contain the virus or treat its impact, including government actions to mitigate the economic impact of the pandemic;
and how quickly and to what extent normal economic and operating conditions can resume, including whether any future outbreak
interrupts the economic recovery.
On November 6, 2020 Organic Agricultural Company Limited (“Organic
Agricultural”) entered into a Cooperation Agreement with Unbounded IOT Block Chain Limited (“Unbounded”), an
entity with offices in Xiamen City, Fujian Province. The purpose of the Cooperation Agreement is to promote the use of blockchain
technology in agriculture, specifically the development of tracing systems for agricultural products, the development of a blockchain-based
shopping mall for agricultural products, and related improvements to the agricultural sector of the economy. To accomplish those
purposes, the two parties have agreed to organize Tianci Wanguan (Xiamen) Digital Technology Co., Ltd., of which Organic Agricultural
will own 51% and Unbounded will own 49%. Each party will provide capital resources to Tianci Wanguan in proportion to its ownership
percentage. The Cooperation Agreement provides that Organic Agricultural will issue shares of its common stock to Unbounded if
certain technological goals specified in the Cooperation Agreement are achieved and the revenue goals and other targets that Organic
Agricultural and Unbounded set for Tianci Wanguan are met. Within sixty days after these conditions are satisfied, Organic Agricultural
will implement a 4.9-for-1 stock split, following which it will issue 20 million common shares to Unbounded. As a result of those
transactions, Unbounded will own 25.86% of the outstanding shares of Organic Agricultural.
The
Management of the Company determined that there were no other reportable subsequent events to be adjusted for and/or disclosed
as of November 16, 2020.