UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM
 10-K/A

 (Amendment
No.1)

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

 For
the fiscal year ended June 30, 2023

 or

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

 For
the transition period from _________ to _____________

 Commission
file number: 001-34260

 CHINA
GREEN AGRICULTURE, INC.

 ( Exact
name of registrant as specified in its charter)

 Nevada

 36-3526027

 (State or other jurisdiction of
 incorporation or organization)

 ( I.R.S. Employer
 Identification No.)

 Third
floor, Borough A, Block A. No. 181, South Taibai Road

 Xi'an,
 Shaanxi Province, PRC 710065

 (Address
of principal executive offices) (Zip Code)

 Registrant's
telephone number: +86 - 29-88266368

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

 Title of each class

 Name of each exchange on which registered

 Common Stock, $0.001 Par Value Per Share

 NYSE

 Securities
registered pursuant to Section 12(g) of the Act: None.

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

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

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 report(s)), and
(2) has been subject to such filing requirements for the past 90 days. Yes No

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

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

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

 Large accelerated filer
 Accelerated filer

 Non-accelerated filer
 Smaller reporting company

 Emerging growth company

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

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

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

 The
aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which
the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's
most recently completed second fiscal quarter: $ 35,543,100 as of December 31, 2022, based on the closing price $4.04 of the Company's
common stock on such date.

 The number of outstanding
shares of the registrant's common stock on December 15, 2023, was 13,380,914.

 DOCUMENTS
INCORPORATED BY REFERENCE

 None.

 Explanatory
Note

 This Amendment No. 1 to the Annual Report on Form
10-K/A is filed as an amendment to the Annual Report on Form 10-K for the fiscal year ended June 30, 2023 filed with the Securities and
Exchange Commission (the "SEC") by China Green Agriculture, Inc. (the "Company") on November 3, 2023 (the "Form
10K"). The purpose for the Amendment No. 1 is to include the reissued audit opinion on 2022 Financial Statements by the Company's
predecessor accounting firm, SS Accounting & Auditing, Inc. (the "SS Accounting") which had not been included with the
Form 10K filed on November 3, 2023. SS Accounting has reissued its previously issued audit report on December 15, 2023 with an unqualified
opinion on the Company's balance sheet statement as of June 30, 2022 and the related statements of operations, comprehensive loss,
stockholders' equity, and cash flows for the fiscal year ended June 30, 2022, and the related notes and schedules (collectively
referred to as the "2022 financial statements"). In predecessor accounting firm's opinion, the 2022 financial statements
present fairly, in all material respects, the financial position of the Company as of June 30, 2022, and the results of its operations
and its cash flows for the year ended June 30, 2022, in conformity with accounting principles generally accepted in the United States
of America, and the previous report on those statements is still appropriate.

 In
this Amendment No. 1, the following changes were included:

 We included SS Accounting's reissued audit report dated November 10, 2022.

 This
Form 10-K/A does not reflect events that may have occurred subsequent to the original filing date of November 3, 2023 and does not modify
or update in any other way disclosures made in the Form 10-K. Accordingly, this Form 10-K/A should be read in conjunction with the Form
10-K and other filings made with the Commission subsequent to the filing of the Form 10-K, including any amendments to those filings.

 Pursuant
to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Form 10-K/A contains the complete text of Item 15, the financial
statements, and the currently dated certifications of our Chief Executive Officers and Chief Financial Officer. Capitalized terms not
otherwise defined have the meanings ascribed to them in the Form 10-K. Among other things, forward-looking statements made in the Original
Form 10-K have not been revised to reflect events, results, or developments that have occurred or facts that have become known to us
after the date of the Original Form 10-K (other than as discussed above), and such forward-looking statements should be read in their
historical context.

 TABLE
OF CONTENTS

 Page

 Item 15.

 Exhibits and Financial Statement Schedules

 Signatures

 i

 PART
IV

 Item
15. Exhibits, Financial Statement Schedules

 (a)

 The following documents are filed as part of this report:

 (1)

 Financial Statements

 The
following financial statements of China Green Agriculture, Inc. and Report of Independent Registered Public Accounting Firm are presented
in the "F" pages of this Report:

 Report
 of Independent Registered Public Accounting Firm

 Balance Sheets as of June 30, 2023 and 2022

 Statements of Operations and Other Comprehensive (Loss) for the Years ended June 30, 2023 and 2022

 Statements of Shareholders' Equity for the Years ended June 30, 2023 and 2022

 Statements of Cash Flows for the Years ended June 30, 2023 and 2022

 Notes
 to Consolidated Financial Statements

 (2)

 Financial Schedules

 None.

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

 (3)

 Exhibits

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

 (b)

 Exhibits

 See
the Exhibit Index following the signature page of this report, which Index is incorporated herein by reference.

 SIGNATURES

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

 China Green Agriculture, Inc.

 Date: December 15, 2023

 By:

 /s/ Zhuoyu
 Li

 Zhuoyu Li, CEO

 Date: December 15, 2023

 By:

 /s/ Zhibiao
 Pan

 Zhibiao Pan, Co-CEO

 Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, this Report has been signed below by the following
persons on behalf of the Registrant and in the capacities and on the dates indicated.

 /s/
 Zhuoyu Li

 Zhuoyu
 Li, Chairman of the Board of Directors and CEO (principal executive officer)

 /s/
 Yongcheng Yang

 Yongcheng
 Yang, Chief Financial Officer

 (principal
 financial officer and principal accounting officer)

 /s/
 Shiyu Zhang

 Shiyu
 Zhang, Director

 /s/
 Jian Huang

 Jian
 Huang, Director

 /s/
 Xiaolai Li

 Xiaolai
 Li, Director

 /s/
 Lianfu Liu

 Lianfu
 Liu, Director

 /s/
 Daqing Zhu

 Daqing
 Zhu, Director

 /s/
 Jinjun Lu

 Jinjun
 Lu, Director

 China
Green Agriculture, Inc.

 Exhibit
Index to Annual Report on Form 10-K

 For
the Year Ended June 30, 2023

 3.1

 Articles of Incorporation (incorporated herein by reference to the Company's Quarterly Report on Form 10-QSB, for the quarter ended September 30, 2007, filed with the SEC on November 9, 2007, Exhibit 3.1).

 3.2

 Certificate of Change filed with the Secretary of State of the State of Nevada on December 18, 2007 (incorporated herein by reference to the Company's Current Report on Form 8-K filed with the SEC on January 2, 2008, Exhibit 4.2).

 3.3

 Certificate of Correction (incorporated herein by reference to the Company's Registration Statement on Form S-1 filed with the SEC on February 8, 2008, Exhibit 4.1).

 3.4

 Articles of Merger (incorporated herein by reference to the Company's Current Report on Form 8-K, filed February 5, 2008, Exhibit 3.1).

 3.5

 Bylaws (incorporated herein by reference to the Company's Quarterly Report on Form 10-QSB, for the quarter ended September 30, 2007, filed with the SEC on November 9, 2007, Exhibit 3.2).

 3.6

 Amended and Restated Bylaws (incorporated herein by reference to the Company's Current Report on Form 8-K filed with the SEC on October 17, 2011, Exhibit 3.1).

 3.7

 Amended and Restated Bylaws (incorporated herein by reference to the Company's Current Report on Form 8-K filed with the SEC on August 25, 2022, Exhibit 3.1).

 4.1

 Specimen Common Stock Certificate (incorporated herein by reference to the Company's Registration Statement on Form S-3 filed with the SEC on June 8, 2009, Exhibit 4.1).

 4.2

 Form Convertible Note issued by Shaanxi Techteam Jinong Humic Acid Product Co., Ltd. (Incorporated herein by reference to the Annual Report on Form 10-K filed with the SEC on October 7, 2016).

 10.3

 Share Transfer Agreement, dated July 1, 2010, by and between Shaanxi TechTeam Jinong Humic Acid Product Co., Ltd., Qing Xin Jiang and Qiong Jia (Incorporated herein by reference to the Current Report on Form 8-K filed with the SEC on July 7, 2010).

 10.4

 Supplementary Agreement, dated July 1, 2010, by and between Shaanxi TechTeam Jinong Humic Acid Product Co., Ltd., Qing Xin Jiang and Qiong Jia (Incorporated herein by reference to the Current Report on Form 8-K filed with the SEC on July 7, 2010).

 10.6

 Form of Non-Competition Agreement by and between Beijing Gufeng Chemical Products Co., Ltd. and its two major former shareholders. (Incorporated herein by reference to the Annual Report on Form 10-K filed with the SEC on September 12, 2011).

 10.7

 Form of Restricted Stock Grant Agreement (Incorporated herein by reference to the Current Report on Form 8-K filed with the SEC on January 11, 2010).

 10.8

 Form of Non-Qualified Stock Option Grant Agreement (Incorporated herein by reference to the Current Report on Form 8- K filed with the SEC on January 11, 2010).

 10.10

 Offer Letter dated March 28, 2011 between China Green Agriculture, Inc. and Lianfu Liu. (Incorporated herein by reference to the Quarterly Report on Form 10-Q filed with the SEC on May 10, 2011).

 10.11

 Offer Letter dated October 25, 2011 between China Green Agriculture, Inc. and Yiru Shi (Incorporated herein by reference to the Annual Report on Form 10-K filed with the SEC on September 13, 2012).

 10.13

 Entrusted Management Agreement dated June 16, 2013 among Xi'an Hu County Yuxing Agriculture Science & Technology Co., Ltd., Shaanxi TechTeam Jinong Humic Acid Product Co., Ltd., and Ms. Chen Lixiang (Incorporated herein by reference to the Annual Report on Form 10-K filed with the SEC on September 17, 2015).

 10.14

 Exclusive Product Supply Agreement dated June 16, 2013 between Xi'an Hu County Yuxing Agriculture Science & Technology Co., Ltd. and Shaanxi TechTeam Jinong Humic Acid Product Co., Ltd. (Incorporated herein by reference to the Annual Report on Form 10-K filed with the SEC on September 17, 2015).

 10.15

 Shareholder's Voting Proxy Agreement dated June 16, 2013 between Shaanxi TechTeam Jinong Humic Acid Product Co., Ltd., and Ms. Chen Lixiang (Incorporated herein by reference to the Annual Report on Form 10-K filed with the SEC on September 17, 2015).

 10.16

 Option Agreement dated June 16, 2013 among Xi'an Hu County Yuxing Agriculture Science & Technology Co., Ltd., Shaanxi TechTeam Jinong Humic Acid Product Co., Ltd., and Ms. Chen Lixiang (Incorporated herein by reference to the Annual Report on Form 10-K filed with the SEC on September 17, 2015).

 10.17

 Equity Pledge Agreement dated June 16, 2013 between Shaanxi TechTeam Jinong Humic Acid Product Co., Ltd., and Ms. Chen Lixiang (Incorporated herein by reference to the Annual Report on Form 10-K filed with the SEC on September 17, 2015).

 10.18

 Form Entrust Management Agreement (Incorporated herein by reference to the Annual Report on Form 10-K filed with the SEC on October 7, 2016).

 10.19

 Form Exclusive Option Agreement (Incorporated herein by reference to the Annual Report on Form 10-K filed with the SEC on October 7, 2016).

 10.20

 Form Exclusive Product Supply Agreement (Incorporated herein by reference to the Annual Report on Form 10-K filed with the SEC on October 7, 2016).

 10.21

 Form Non-Competition Agreement (Incorporated herein by reference to the Annual Report on Form 10-K filed with the SEC on October 7, 2016).

 10.22

 Form Pledge of Equity Agreement (Incorporated herein by reference to the Annual Report on Form 10-K filed with the SEC on October 7, 2016).

 10.23

 Form Shareholder's Voting Proxy Agreement (Incorporated herein by reference to the Annual Report on Form 10-K filed with the SEC on October 7, 2016).

 10.24

 Form Strategic Acquisition Contract (Incorporated herein by reference to the Annual Report on Form 10-K filed with the SEC on October 7, 2016).

 10.25

 Employment Agreement between the Company and Mr. Zhibiao Pan (incorporated herein by reference to the Company's Current Report on Form 8-K filed with the SEC on August 23, 2022, Exhibit 10.1).

 14.1

 Amended and Restated Code of Ethics. (Incorporated herein by reference to the Quarterly Report on Form 10-Q filed with the SEC on November 12, 2010)

 21.1

 List of Subsidiaries of the Company.

 31.1*

 Certification of Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 31.2*

 Certification of Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 31.3*

 Certification of Principal Financial Officer and Principal Accounting Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 32.1+

 Certification of Principal 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 Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 32.3+

 Certification of Principal 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

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 *

 Filed herewith

 +

 In accordance with SEC
 Release 33-8238, Exhibit 32.1 and 32.2 are being furnished and not filed.

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To
the Board of Directors and Stockholders of China Green Agriculture, Inc.

 Opinion
on the Financial Statements

 We
have audited the accompanying consolidated balance sheets of China Green Agriculture Inc., and subsidiaries (the Company) as of June
30, 2023, the related consolidated statements of operations and comprehensive loss, stockholders' equity, and cash flows for the
year ended June 30, 2023, and the related notes (collectively referred to as the "financial statements"). In our opinion,
the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2023, and the
results of its operations and its cash flows for the year ended June 30, 2023, in conformity with accounting principles generally accepted
in the United States of America.

 Going
Concern

 The Company's financial statements are prepared
using the generally accepted accounting principles applicable to a going concern. As described in Note 3 to the financial statements,
The Company has incurred operating losses and has negative operating cash flows in the fiscal year 2023. These factors, among others,
raise a substantial doubt regarding the Company's ability to continue as a going concern. Management's plan regarding these
matters is also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this
uncertainty.

 Basis
for Opinion

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

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

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

Audit Matters:

audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be
communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements, and
(2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter
in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below,
providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

 F- 1

 Intangible
Assets Impairment Assessment

Audit Matter Description

 The
Company has intangible assets with amount of $13,563,635 as of June 30, 2023. These intangible assets include Land Use Rights and Trademarks.
The Company performed the impairment assessment of these Intangible assets subject to amortization on its elected assessment date of
June 30, 2023, by assessing the recoverability and whether the asset's carrying amount exceeds its fair value. The determination
of the fair value requires management to make significant estimates and assumptions that affect the reporting unit's expected future
cash flows. These estimates and assumptions primarily include, but are not limited to, market multiples, the discount rate, operating
income before depreciation and amortization, cashflows and capital expenditures forecasts for next five years.

 We
identified the impairment testing of these intangible assets subject to amortization as a critical audit matter because of significant
estimates and assumptions made by the management for the assessment.

 How
the Critical Audit Matter was Addressed in the Audit

 We tested if the management
 meet the timing requirement of the impairment test

 We collected both external
 and internal source of information to evaluate if there is any significant negative change

 We tested management's
 process for developing the fair value of the intangible assets subject to amortization.

 We evaluated management's
 ability to accurately forecast future revenues by comparing actual results to management's forecast.

 We evaluated the reasonableness
 of the qualitative adjustments for factors such as Company-specific risks, changes in current economic conditions that may not be
 captured in the quantitatively derived results, and other relevant factors.

 We tested the mathematical
 accuracy of the model used by management.

 We evaluated the reasonableness
 and consistency of the selected valuation methodology and assumptions utilized by the Company.

 We tested the completeness
 and accuracy of underlying data used in the fair value estimate.

 We evaluated the significant
 assumptions provided by management including discount rate by considering (i) current and past performance of the entity; (ii) their
 consistency with external market and industry data; and (iii) whether these assumptions were consistent with evidence obtained in
 other areas of the audit.

 /s/
 GAO CPA FIRM

 We
have served as the Company's auditor since 2023

 Frisco,
Texas

 November
2, 2023

 PCAOB
Firm ID: 6437

 F- 2

 SS
Accounting & Auditing, Inc.

 8705
Havenwood Trail

 Plano,
TX 75024

 Phone:
+ (817) 437-9479

 E-Mail:
saimasayani@sscpafirm.com

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 PRIOR AUDITOR'S
RE-ISSUED OPINION

 To
the Board of Directors and Stockholders of China Green Agriculture, Inc.

 Opinion
on the Financial Statements

 We
have audited the accompanying balance sheet of China Green Agriculture, Inc. (the Company) as of June 30, 2022 and the related statements
of operations, comprehensive loss, stockholders' equity, and cash flows for the year ended June 30, 2022, and the related notes
and schedules (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all
material respects, the financial position of the Company as of June 30, 2022, and the results of its operations and its cash flows for
the year ended June 30, 2022, in conformity with accounting principles generally accepted in the United States of America.

 Emphasis
of a Matter

 The
Company's financial statements have been presented with its former 4 VIEs Lishijie, Fengnong, Jinyangguang and Wangtian as a discontinued
operation.

 Going
Concern

 The Company's financial statements are prepared
using the generally accepted accounting principles applicable to a going concern. The Company has incurred operating losses and has negative
operating cash flows in the fiscal year 2022. These factors, among others, raise a substantial doubt regarding the Company's ability
to continue as a going concern. Management's plan regarding these matters is also described. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.

 Basis
for Opinion

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

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

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

 F- 3

Audit Matters

 The
critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required
to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements
and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter
in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below,
providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

 Land
Use Rights and Trademarks Subject to Amortization - Impairment Assessment

Audit Matter Description

 The
Company has intangible assets subject to amortization including Land Use Rights and Trademarks. As of June 30, 2022, the carrying value
of Land Use Rights and Trademarks is $14,935,488. The Company performed the impairment assessment of these Intangible assets subject
to amortization on its elected assessment date of June 30, 2022, by assessing the recoverability and whether the asset's carrying
amount exceeds its fair value. The determination of the fair value requires management to make significant estimates and assumptions
that affect the reporting unit's expected future cash flows. These estimates and assumptions primarily include, but are not limited
to, market multiples, the discount rate, operating income before depreciation and amortization, cashflows and capital expenditures forecasts.

 We
identified the impairment testing of these intangible assets subject to amortization as a critical audit matter because of significant
estimates and assumptions made by the management for the assessment.

 How
the Critical Audit Matter was Addressed in the Audit

 We
 tested management's process for developing the fair value of the intangible assets
 subject to amortization.

 We
 evaluated management's ability to accurately forecast future revenues by comparing
 actual results to management's forecast.

 We
 evaluated the reasonableness of the qualitative adjustments for factors such as Company-specific
 risks, changes in current economic conditions that may not be captured in the quantitatively
 derived results, and other relevant factors.

 We
 tested the mathematical accuracy of the model used by management.

 We
 evaluated the reasonableness and consistency of the selected valuation methodology and assumptions
 utilized by the Company.

 We
 tested the completeness and accuracy of underlying data used in the fair value estimate.

 We evaluated the significant assumptions provided by management including discount rate by considering (i) current and past performance of the entity; (ii) their consistency with external market and industry data; and (iii) whether these assumptions were consistent with evidence obtained in other areas of the audit.

 /s/
SS Accounting & Auditing, Inc.

 FIRM ID: 6717

 We
have served as the Company's auditor since 2020

 Plano,
Texas

 November
10, 2022

 F- 4

 CHINA
GREEN AGRICULTURE, INC., AND SUBSIDIARIES

 CONSOLIDATED
BALANCE SHEETS

 As
of June 30, 2023, and 2022

 2023

 2022

 ASSETS

 Current Assets

 Cash and cash equivalents

 $
 71,142,188

 $
 57,770,303

 Digital assets

 210,342

 Accounts receivable, net

 16,455,734

 28,792,891

 Inventories, net

 46,455,131

 42,198,186

 Prepaid expenses and other current assets

 2,603,489

 4,285,198

 Amount due from related parties

 27,560

 13,064

 Advances to suppliers, net

 14,332,715

 20,711,891

 Total Current Assets

 151,227,159

 153,771,533

 Plant, property and equipment, net

 16,690,245

 18,870,152

 Other assets

 9,784

 10,600

 Other non-current assets

 5,092,721

 7,527,422

 Intangible assets, net

 13,563,635

 14,935,488

 Deferred Tax Asset

 97,820

 -

 Total Assets

 $
 186,681,364

 $
 195,115,195

 LIABILITIES AND STOCKHOLDERS' EQUITY

 Current Liabilities

 Accounts payable

 $
 2,100,449

 $
 1,670,655

 Customer deposits

 5,489,781

 7,994,669

 Accrued expenses and other payables

 14,929,427

 13,734,764

 Amount due to related parties

 5,439,209

 5,192,496

 Taxes payable

 27,070,961

 26,954,838

 Short term loans

 5,346,640

 4,031,100

 Interest payable

 -

 765,909

 Total Current Liabilities

 60,376,467

 60,344,431

 Long-term Liabilities

 Long-term loans

 937,040

 -

 Total Liabilities

 $
 61,313,507

 $
 60,344,431

 Commitments and Contingencies

 -

 -

 Stockholders' Equity

 Preferred Stock, $.001 par value, 20,000,000 shares authorized, 0 shares issued and outstanding as of June 30, 2023 and June 30, 2022, respectively

 -

 -

 Common stock, $.001 par value, 115,197,165 shares authorized, 13,380,914 and 12,141,467 shares issued and outstanding as of June 30, 2023 and June 30, 2022, respectively

 13,381

 12,141

 Additional paid-in capital

 242,090,576

 224,676,686

 Statutory reserve

 26,728,079

 26,870,968

 Retained earnings

 ( 116,513,686
)

 ( 103,374,589
)

 Accumulated other comprehensive income (loss)

 ( 26,950,493
)

 ( 13,414,442
)

 Total Stockholders' Equity

 125,367,857

 134,770,764

 Total Liabilities and Stockholders' Equity

 $
 186,681,364

 $
 195,115,195

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

 F- 5

 CONSOLIDATED STATEMENTS OF OPERATIONS AND
COMPREHENSIVE (LOSS)

 FOR THE YEARS ENDED JUNE 30, 2023 AND 2022

 2023

 2022

 Sales

 $
 40,247,303

 $
 54,339,228

 74,028,542

 102,755,286

 9,654,168

 11,356,390

 210,342

 -

 Net sales

 124,140,355

 168,450,904

 Cost of goods sold

 28,942,247

 39,651,439

 65,143,060

 90,065,842

 7,981,531

 9,527,341

 155,224

 -

 Cost of goods sold

 102,222,062

 139,244,622

 Gross profit

 21,918,293

 29,206,282

 Operating expenses

 Selling expenses

 8,334,453

 11,195,153

 General and administrative expenses

 27,197,200

 101,809,233

 Total operating expenses

 35,531,653

 113,004,386

 Loss from operations

 ( 13,613,360
)

 ( 83,798,104
)

 Other income (expense)

 Other income (expense)

 271,111

 2,046,137

 Interest income

 258,248

 194,228

 Interest expense

 ( 295,804
)

 ( 256,785
)

 Total other income (expense)

 233,555

 1,983,580

 Loss from continuing operations before income taxes

 ( 13,379,805
)

 ( 81,814,524
)

 Provision for income taxes

)

)

 Net loss from continuing operations

)

 ( 80,522,696
)

 Net loss from discontinued operations, net of taxes

 -

 ( 17,841,636
)

 Net loss

 $
)

 $
)

 Other comprehensive loss

 Foreign currency translation gain loss

 ( 13,536,051
)

 ( 8,832,901
)

 Comprehensive loss

 $
 ( 26,818,036
)

 $
 ( 107,197,233
)

 Basic weighted average shares outstanding

 13,248,684

 9,348,100

 Basic net loss per share – from continuing operations

)

 ( 8.61
)

 Basic net loss earnings per share – from discontinued operations

 -

 ( 1.91
)

 Basic net loss per share

 $
)

 $
 ( 10.52
)

 Diluted weighted average shares outstanding

 13,248,684

 9,348,100

 Diluted net loss per share– from continuing operations

)

 ( 8.61
)

 Diluted net loss earnings per share – from discontinued operations

 -

 ( 1.91
)

 Diluted net loss per share

 $
)

 $
 ( 10.52
)

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

 F- 6

 CONSOLIDATED STATEMENTS OF STOCKHOLDERS'
EQUITY

 FOR THE YEARS ENDED JUNE 30, 2023 AND 2022

 Additional

 Accumulated
 Other

 Total

 Number Of

 Common

 Paid In

 Statutory

 Retained

 Comprehensive

 Stockholders'

 Shares

 Stock

 Capital

 Reserve

 Earnings

 Loss

 Equity

 BALANCE, June 30, 2022

 12,141,467

 $
 12,141

 $
 224,676,686

 26,870,968

 ( 103,374,589
)

 ( 13,414,442
)

 134,770,764

 Net loss

)

)

 Issuance of stock

 1,117,142

 1,117

 16,756,013

 16,757,130

 Issuance of stock for convertible notes

 -

 Issuance of stock for consulting services

 122,305

 657,878

 658,000

 Transfer to statutory reserve

 ( 142,889
)

 142,889

 -

 Other comprehensive (Loss)

 ( 13,536,051
)

 ( 13,536,051
)

 BALANCE, June 30, 2023

 13,380,914

 $
 13,381

 $
 242,090,576

 $
 26,728,079

 $
 ( 116,513,686
)

 $
 ( 26,950,493
)

 $
 125,367,857

 Additional

 Accumulated
 Other

 Total

 Number Of

 Common

 Paid In

 Statutory

 Retained

 Comprehensive

 Stockholders'

 Shares

 Stock

 Capital

 Reserve

 Earnings

 Loss

 Equity

 BALANCE, JUNE 30, 2021

 8,487,629

 $
 8,488

 $
 170,223,195

 27,673,245

 ( 5,812,533
)

 ( 4,581,541
)

 187,510,853

 Net loss

)

)

 Issuance of stock

 3,601,143

 3,601

 54,013,544

 54,017,145

 Issuance of stock for convertible notes

 -

 Issuance of stock for consulting services

 52,695

 439,947

 440,000.00

 Transfer to statutory reserve

 ( 802,277
)

 802,277

 -

 Other comprehensive (loss)

 ( 8,832,901
)

 ( 8,832,901
)

 BALANCE, June 30, 2022

 12,141,467

 $
 12,141

 $
 224,676,686

 $
 26,870,968

 $
 ( 103,374,589
)

 $
 ( 13,414,442
)

 $
 134,770,764

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

 F- 7

 CONSOLIDATED STATEMENTS OF CASH FLOWS

 FOR THE YEARS ENDED June 30, 2023 and 2022

 2023

 2022

 CASH FLOWS FROM OPERATING ACTIVITIES

 Net loss

 $
)

 $
)

 Adjustments to reconcile net loss to net cash used in operating activities

 Depreciation and amortization

 2,403,150

 3,137,560

 Provision for losses on accounts receivable

 10,111,571

 39,215,231

 Gain (Loss) on disposal of property, plant and equipment

 -

 Inventories impairment

 8,758,775

 32,280,954

 Gain (Loss) on sales of discontinued operations

 -

 ( 1,748,951
)

 Changes in operating assets

 Digital Assets

 ( 210,342
)

 -

 Accounts receivable

 447,487

 24,155,212

 Amount due from related parties

 ( 16,176
)

 29,217

 Other current assets

 525,285
)

 394,426

 Inventories

 ( 16,592,290
)

 ( 18,443,105
)

 Advances to suppliers

 4,991,682

 2,017,306

 Other assets

 1,935,491

 2,084,133

 Deferred tax assets

)

 -

 Changes in operating liabilities

 Accounts payable

 536,882

 ( 8,556,310
)

 Customer deposits

 ( 1,971,174
)

 2,499,043

 Amount due to related parties

 ( 9,971
)

 105,854

 Tax payables

 ( 44,055
)

 ( 71,935
)

 Accrued expenses and other payables

 2,260,998

 1,317,447

 Interest payable

 ( 737,630
)

 -

 Net cash used in operating activities

 ( 990,122
)

 ( 19,948,216
)

 CASH FLOWS FROM INVESTING ACTIVITIES

 Purchase of plant, property, and equipment

 ( 1,371,393
)

 ( 164,278
)

 Change in construction in process

 -

 486,452

 Sales of discontinued operations

 898,673

 6,809,200

 Net cash provided by (used in) investing activities

 ( 472,720
)

 7,131,374

 CASH FLOWS FROM FINANCING ACTIVITIES

 Proceeds from the sale of common stock

 16,757,130

 54,017,145

 Proceeds from loans

 6,587,971

 4,031,100

 Repayment of loans

 ( 3,913,520
)

 ( 4,031,100
)

 Other payables-investors

 -

 287,130

 Advance from related party

 340,000

 150,000

 Net cash provided by financing activities

 19,771,581

 54,454,275

 Effect of exchange rate change on cash and cash equivalents

 ( 4,936,854
)

 ( 2,461,073
)

 Net increase (decrease) in cash and cash equivalents

 13,371,885

 39,176,360

 Cash and cash equivalents, beginning balance

 57,770,303

 18,593,944

 Cash and cash equivalents, ending balance

 $
 71,142,188

 $
 57,770,303

 Supplement disclosure of cash flow information

 Interest expense paid

 $
 295,804

 $
 256,873

 Income taxes paid

 464,342

 362,163

 SUPPLEMENT NON-CASH ACTIVITIES

 Common stock issued to repay accrued expense

 $
 658,000

 $
 440,000

 Nonmonetary sales and purchases

 71,040,024

 99,317,794

 The consolidated statements of cash flows are
presented with the combined cash flows from discontinued operations with cash flows from continuing operations within each cash flow statement
category.

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

 F- 8

 NOTE 1 – ORGANIZATION AND DESCRIPTION
OF BUSINESS

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

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

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

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

 On June 2, 2021, the Company, through its wholly
owned subsidiary Jinong, discontinued the strategic acquisition agreements and the series of contractual agreements with the shareholders
of Xindeguo, Xinyulei and Xiangrong.

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

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

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

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

 Yuxing may also collectively be referred to
as the "the VIE Company".

 F- 9

 The Company's current corporate structure as of is set forth
in the diagram below:

 F- 10

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

 Principle of consolidation

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

 For purposes of comparability, certain prior period
amounts have been reclassified to conform to the current year presentation in accordance with accounting principles generally accepted
in the United States of America ("GAAP"). The Company's consolidated financial statements have been presented with its
former VIEs, Lishijie, Jinyangguang, Wangtian and Fengnong as a discontinued operation.

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

 VIE assessment

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

 F- 11

 Use of estimates

 The preparation of consolidated financial statements
in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date
of the consolidated financial statements and the amount of revenues and expenses during the reporting periods. Management makes these
estimates using the best information available at the time the estimates are made. However, actual results and outcomes may differ from
management's estimates and assumptions due to risks and uncertainties, including uncertainty in the current economic environment
due to the recent outbreak of a novel strain of the COVID-19.

 Leases

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

 Cash and cash equivalents and concentration of cash

 For statement of cash flows purposes, the Company
considers all cash on hand and in banks, certificates of deposit with state owned banks in the PRC and banks in the United States, and
other highly liquid investments with maturities of three months or less, when purchased, to be cash and cash equivalents. The Company
maintains large sums of cash in three major banks in China. The aggregate cash in such accounts and on hand as of June 30, 2023 and 2022
was $ 69,091,838 and $ 57,714,868, respectively. There is no insurance securing these deposits in China. In addition, the Company also
had $ 2,050,350 and $ 55,435 in cash in three banks in the United States as of June 30, 2023 and 2022, respectively. Cash overdraft as
of balance sheet date will be reflected as liabilities in the balance sheet. The Company has not experienced any losses in such accounts
and believes it is not exposed to any significant risks on its cash in bank accounts.

 F- 12

 Digital Assets

 Digital assets are included
in current assets in the condensed consolidated balance sheets. Digital assets are accounted for as indefinite-lived intangible assets,
and are initially measured in accordance with FASB Accounting Standards Codification ("ASC") Topic 350 – Intangibles-Goodwill
and Other. The Company measures gains or losses on the disposition of digital assets in accordance with the first-in-first-out ("FIFO")
method of accounting.

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

 As of June
30, 2023, the Company held bitcoin as digital assets with amount of $ 210,342. Bitcoin is classified on our balance sheet as a current
asset due to the Company's ability to sell it in a highly liquid marketplace and its intent to liquidate its Bitcoin to support
operations when needed. As of June 30, 2023, the Company determined that there were no impairments of its digital assets.

 Accounts receivable

 Management regularly reviews the composition of
accounts receivable and analyzes customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate
the collectability of accounts receivable at each year-end. Accounts considered uncollectible are provisioned for written off based upon
management's assessment. As of June 30, 2023, and 2022, the Company had accounts receivable of $ 16,455,734 and $ 28,792,891, net
of allowance for doubtful accounts of $ 54,708,486 and $ 58,000,266, respectively. The impact of COVID-19 caused the difficulty of accounts
receivable collection in the fiscal year 2023 as numerous distributors encountered significant difficulties and/or hardships in their
businesses amid the pandemic. The company recorded bad debt expense in the amount of $ 10 million and $ 39 million (included bad debt expense
from discontinuing operations) for the fiscal year ended June 30, 2023 and the fiscal year ended June 30, 2022, respectively. The Company
adopts no policy to accept product returns post to the sales delivery.

 Inventories

 Inventory is valued at the lower of cost (determined
on a weighted average basis) or market. Inventories consist of raw materials, work in process, finished goods and packaging materials.
The Company reviews its inventories regularly for possible obsolete goods and establishes reserves when determined necessary. As of June
30, 2023, and 2022 the Company had no reserve for obsolete goods.

 Property, plant and equipment

 Property, plant and equipment are recorded at
cost. Gains or losses on disposals are reflected as gain or loss in the year of disposal. The cost of improvements that extend the life
of plant, property, and equipment are capitalized. These capitalized costs may include structural improvements, equipment, and fixtures.
All ordinary repair and maintenance costs are expensed as incurred.

 Depreciation for financial reporting purposes
is provided using the straight-line method over the estimated useful lives of the assets:

 Estimated
 Useful Life

 Building

 10 – 25 years

 Agricultural assets

 8 years

 Machinery and equipment

 5 – 15 years

 Vehicles

 3 – 5 years

 Mining machines

 5 years

 Construction in Progress

 Construction in progress represents the costs
incurred relating to the construction of buildings or new additions to the Company's plant facilities. Costs classified to construction
in progress include all costs of obtaining the asset and bringing it to the location and condition necessary for its intended use. No
depreciation is provided for construction in progress until the assets are completed and are placed into service. Interest incurred during
construction is capitalized into construction in progress.

 Long-Lived Assets

 The Company tests long-lived assets for impairment
whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through the estimated
undiscounted cash flows expected to result from the use and eventual disposition of the assets. Whenever any such impairment exists, an
impairment loss will be recognized for the amount by which the carrying value exceeds the fair value. As of June 30, 2023, and 2022 the
Company determined that there were no impairments of its long-lived assets.

 F- 13

 Intangible Assets

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

 Goodwill

 We test goodwill for impairment annually, or when
events and circumstances change that would indicate the carrying amount may not be recoverable. ASC 350, "Intangibles – Goodwill
and Other," permits the assessment of qualitative factors to determine whether events and circumstances lead to the conclusion that
it is necessary to perform the two-step quantitative goodwill impairment test required under ASC 350. ASC 350 also allows the option to
skip the qualitative assessment and proceed directly to a quantitative assessment.

 Under the first step, the fair value of the reporting
unit is compared with its carrying value including goodwill. If the fair value of the reporting unit exceeds its carrying value, step
two does not need to be performed. If the fair value of the reporting unit is less than its carrying value, an indication of goodwill
impairment exists for the reporting unit and the enterprise must perform step two of the impairment test. Under step two, an impairment
loss is recognized for any excess of the carrying amount of the reporting unit's goodwill over the implied fair value of that goodwill.
The implied fair value of goodwill is determined by allocating the fair value of the reporting unit in a manner comparable to a purchase
price allocation. The residual fair value after this allocation is the implied fair value of the reporting unit goodwill. As of June 30,
2023, and 2022, the Company performed the required impairment review which resulted in impairment adjustment with amount of 0 in 2023
and 2022. The impairment is reported in General and administrative expenses.

 Fair Value Measurement and Disclosures

 Our accounting for Fair Value Measurement and
Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price)
in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement
date. This topic also establishes a fair value hierarchy which requires classification based on observable and unobservable inputs when
measuring fair value. The fair value hierarchy distinguishes between assumptions based on market data (observable inputs) and an entity's
own assumptions (unobservable inputs). The hierarchy consists of three levels:

 Level one

 —

 Quoted market prices in active markets for identical assets or liabilities;

 Level two

 —

 Inputs other than level one inputs that are either directly or indirectly observable; and

 Level three

 —

 Unobservable inputs developed using estimates and assumptions, which are developed by the reporting entity and reflect those assumptions that a market participant would use.

 F- 14

 Determining which category an asset or liability
falls within the hierarchy requires significant judgment. The Company evaluates its hierarchy disclosures each quarter.

 The carrying values of cash and cash equivalents,
trade and other receivables, trade and other payables approximate their fair values due to the short maturities of these instruments.

 Revenue recognition

 The Company adopted Accounting Standards Codification
("ASC") 606. ASC 606, Revenue from Contracts with Customers, establishes principles for reporting information about the nature,
amount, timing and uncertainty of revenue and cash flows arising from the entity's contracts to provide goods or services to customers.
The core principle requires an entity to recognize revenue to depict the transfer of services to customers in an amount that reflects
the consideration that it expects to be entitled to receive in exchange for those services recognized as performance obligations are satisfied.

 The Company has assessed the impact of the guidance
by performing the following five steps analysis:

 Step 1:

 Identify the contract

 Step 2:

 Identify the performance obligations

 Step 3:

 Determine the transaction price

 Step 4:

 Allocate the transaction price

 Step 5:

 Recognize revenue

 Based on the assessment, the Company concluded
that there was no change to the timing and pattern of revenue recognition for its current revenue streams in scope of Topic 606 and therefore
there were no material changes to the Company's consolidated financial statements upon adoption of ASC 606.

 Sales revenue is recognized on the date of shipment
to customers when a formal arrangement exists, the price is fixed or determinable, the delivery is completed, no other significant obligations
of the Company exist, and collectability is reasonably assured.

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

 Customer deposits

 Payments received before all the relevant criteria
for revenue recognition are satisfied are recorded as customer deposits. When all revenue recognition criteria are met, the customer deposits
are recognized as revenue. As of June 30, 2023, and 2022, the Company had customer deposits of $ 5,489,781 and $ 7,994,669, respectively.

 Stock-Based Compensation

 The costs of all employee stock option, as well
as other equity-based compensation arrangements, are reflected in the consolidated financial statements based on the estimated fair value
of the awards on the grant date. That cost is recognized over the period during which an employee is required to provide service in exchange
for the award—the requisite service period (usually the vesting period). Stock compensation for stock granted to non-employees is
determined as the fair value of the consideration received or the fair value of equity instruments issued, whichever is more reliably
measured.

 F- 15

 Income taxes

 We account for uncertain tax positions in accordance
with Accounting Standards Codification, or ASC, 740, "Income Taxes." The application of income tax law is inherently
complex. Laws and regulations in this area are voluminous and are often ambiguous. As such, we are required to make many subjective assumptions
and judgments regarding our income tax exposures. Interpretations of, and guidance surrounding, income tax laws and regulations change
over time. Changes in our subjective assumptions and judgments can materially affect amounts recognized in the consolidated balance sheets
and statements of income. See Note 12, "Taxes Payable," of the Notes to Consolidated Financial Statements for additional
detail on our uncertain tax positions and further information regarding ASC 740.

 Foreign currency translation

 The reporting currency of the Company is the US
dollar. The functional currency of the Company and Green New Jersey is the US dollar. The functional currency of the Chinese subsidiaries
is the Chinese Yuan or Renminbi ("RMB"). For the subsidiaries whose functional currencies are other than the US dollar, all
asset and liability accounts were translated at the exchange rate on the balance sheet date; stockholders' equity is translated
at the historical rates and items in the income statement and cash flow statements are translated at the average rate in each applicable
period. Translation adjustments resulting from this process are included in accumulated other comprehensive income (loss) in the statement
of shareholders' equity. The resulting translation gains and losses that arise from exchange rate fluctuations on transactions denominated
in a currency other than the functional currency is included in the results of operations as incurred.

 Segment reporting

 The Company utilizes the "management approach"
model for segment reporting. The management approach model is based on the way a company's management organizes segments within
the company for making operating decisions and assessing performance. Reportable segments are based on products and services, geography,
legal structure, management structure, or any other way management disaggregates a company.

 As of June 30, 2023, the Company, through its
subsidiaries is engaged into four main business segments based on location and product: Jinong (fertilizer production), Gufeng (fertilizer
production), Yuxing (agricultural products production), and Antaeus (bitcoin). As of June 30, 2023, the Company maintained four main
business segments.

 Fair values of financial instruments

 Fair value is the price that would be received
to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Assets
and liabilities measured at fair value are categorized based on whether the inputs are observable in the market and the degree that the
inputs are observable. The categorization of financial assets and liabilities within the valuation hierarchy is based upon the lowest
level of input that is significant to the fair value measurement.

 The Company's financial instruments primarily
consist of cash and cash equivalents, accounts receivable, other receivables, advances to suppliers, accounts payable, other payables,
tax payable, and related party advances and borrowings.

 As of the balance sheet dates, the estimated fair
values of the financial instruments were not materially different from their carrying values as presented on the balance sheets. This
is attributed to the short maturities of the instruments and that interest rates on the borrowings approximate those that would have been
available for loans of similar remaining maturity and risk profile at respective balance sheet dates.

 Statement of cash flows

 The Company's cash flows from operations
are calculated based on the local currencies. As a result, amounts related to assets and liabilities reported on the statement of cash
flows may not necessarily agree with changes in the corresponding balances on the balance sheets.

 F- 16

 Earnings per share

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

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

 Years Ended June 30,

 2023

 2022

 Loss from continuing operations for Basic Earnings Per Share

 $
)

 $
 ( 80,522,696
)

 Loss from discontinued operations for Basic Earnings Per Share

 -

 ( 17,841,636
)

 Loss for Basic Earnings Per Share

)

)

 Basic Weighted Average Number of Shares

 13,248,684

 9,348,100

 Loss from continuing operations Per Share – Basic

 $
)

 $
 ( 8.61
)

 Loss from discontinued operations Per Share – Basic

 $
 -

 $
 ( 1.91
)

 Net loss Per Share – Basic

 $
)

 $
 ( 10.52
)

 Loss from continuing operations for Diluted Earnings Per Share

 $
)

 $
 ( 80,522,696
)

 Loss from discontinued operations for Diluted Earnings Per Share

 $
 -

 $
 ( 17,841,636
)

 Loss for Diluted Earnings Per Share

 $
)

 $
)

 Diluted Weighted Average Number of Shares

 13,248,684

 9,348,100

 Loss from continuing operations Per Share – Diluted

 $
)

 ( 8.61
)

 Loss from discontinued operations Per Share – Diluted

 $
 -

 $
 ( 1.91
)

 Net loss Per Share – Diluted

 $
)

 $
 ( 10.52
)

 Reclassification

 Certain reclassifications have been made to the
prior year consolidated financial statements to conform to the 2023 consolidated financial statement presentation. Such reclassifications
did not affect total revenues, operating income or net income or cash flows as previously reported.

 Recent accounting pronouncements

 In August 2020, the FASB issued ASU 2020-06, Debt—Debt
with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity's Own Equity
(Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity, which simplifies accounting
for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions
that are required for equity contracts to qualify for the derivative scope exception and simplifies the diluted earnings per share calculation
in certain areas. The amendments in this ASU are effective for annual and interim periods beginning after December 15, 2023, although
early adoption is permitted. The Company is in the process of evaluating the impact of this new guidance on its financial statements.

 NOTE 3 – GOING CERCERN

 The Company's financial statements are prepared
assuming that the Company will continue as a going concern. The Company has incurred operating losses and had negative operating cash
flows in the fiscal year 2023 and may continue to incur operating losses and generate negative cash flows as the Company implements its
future business plan. If the situation exists, there could be substantial doubt about the Company's ability to continue as going
concern.

 To meet its working capital needs through the
next twelve months and to fund the growth of the Company, the Company may consider plans to raise additional funds through the issuance
of equity or borrow loan from local bank. The ability of the Company to continue as a going concern is dependent upon its ability to successfully
execute its new business strategy and eventually attain profitable operations.

 The accompanying financial statements do not include
any adjustments to reflect the recoverability and classification of recorded asset amounts and classification of liabilities that might
be necessary should the Company be unable to continue as going concern.

 F- 17

 NOTE 4 – INVENTORIES

 Inventories consisted of the following:

 2023

 2022

 Raw materials

 $
 11,617,989

 $
 7,986,436

 Supplies and packing materials

 $
 410,904

 $
 469,524

 Work in progress

 $
 172,248

 $
 198,591

 Finished goods

 $
 34,253,990

 $
 33,543,635

 Total

 $
 46,455,131

 $
 42,198,186

 During the year ended June 30, 2023, the Company
sold compound fertilizers (finished goods) to certain parties at market price and purchased equivalent amount of simple fertilizers (raw
material) from the same parties also at market price. The simple fertilizers purchased, along with other materials were used in the Company's
production facility to manufacture compound fertilizers. While nonmonetary, the sales and purchase transactions were consummated independently
under separate agreements at different times and measured at the prevailing market value. The total amount of nonmonetary sales and purchases
amounted to $ 71,040,024 during the year ended June 30, 2023. No gain or loss incurred as the result of the nonmonetary transactions.

 For the fiscal year ended June 30, 2023, total
inventories increased $4,256,945, or 10.1%, to $46,455,131 from $42,198,186 for the fiscal year ended June 30, 2022.

 NOTE 5 – PROPERTY, PLANT AND EQUIPMENT

 Property, plant and equipment consisted of the following for the continuing
entities:

 2023

 2022

 Building and improvements

 $
 37,065,465

 $
 39,988,862

 Auto

 2,716,931

 2,892,073

 Machinery and equipment

 18,608,254

 18,913,581

 Total property, plant and equipment

 58,390,650

 61,794,515

 Less: accumulated depreciation

 ( 41,700,404
)

 ( 42,924,364
)

 Total

 $
 16,690,246

 $
 18,870,152

 For the fiscal year ended June 30, 2023, total
depreciation expense for the continuing entities was $ 2,172,096, decreased $ 449,841, or 17.2 %, from $ 2,621,937 for the fiscal year ended
June 30, 2022.

 F- 18

 NOTE 6 – INTANGIBLE ASSETS AND DIGITAL ASSETS

 Intangible assets consisted of the following:

 2023

 2022

 Land use rights, net

 $
 7,862,624

 $
 8,758,704

 Technology patent, net

 -

 -

 Customer relationships, net

 -

 -

 Non-compete agreement

 -

 -

 Trademarks

 5,701,011

 6,176,784

 Total

 $
 13,563,635

 $
 14,935,488

 LAND USE RIGHT

 On September 25, 2009, Yuxing was granted a land
use right for approximately 88 acres (353,000 square meters or 3.8 million square feet) by the People's Government and Land &
Resources Bureau of Hu County, Xi'an, Shaanxi Province. The fair value of the related intangible asset was determined to be the
respective cost of RMB73,184,895 (or $10,084,895). The intangible asset is being amortized over the grant period of 50 years using the
straight-line method.

 On August 13, 2003, Tianjuyuan was granted a certificate
of Land Use Right for a parcel of land of approximately 11 acres (42,726 square meters or 459,898 square feet) at Ping Gu District, Beijing.
The purchase cost was recorded at RMB 1,045,950 (or $ 144,132). The intangible asset is being amortized over the grant period of 50 years.

 On August 16, 2001, Jinong received a land use
right as a contribution from a shareholder, which was granted by the People's Government and Land& Resources Bureau of Yangling
District, Shaanxi Province. The fair value of the related intangible asset at the time of the contribution was determined to be RMB 7,285,099
(or $ 1,003,887). The intangible asset is being amortized over the grant period of 50 years.

 The Land Use Rights consisted of the following:

 2022

 Foreign
 Currency

 Amortization/
 Subtraction

 2023

 Land use rights

 $
 12,014,170

 ( 925,405
)

 -

 11,088,765

 ( 3,255,466
)

 29,325

 ( 3,226,141
)

 Total land use rights, net

 $
 8,758,704

 ( 925,405
)

 29,325

 7,862,624

 TECHNOLOGY PATENT

 On August 16, 2001, Jinong was issued a technology
patent related to a proprietary formula used in the production of humid acid. The fair value of the related intangible asset was determined
to be the respective cost of RMB 5,875,068 (or $ 809,584) and is being amortized over the patent period of 10 years using the straight-line
method. This technology patent has been fully amortized.

 On July 2, 2010, the Company acquired Gufeng and
its wholly owned subsidiary Tianjuyuan. The fair value on the acquired technology patent was estimated to be RMB 9,200,000 (or $ 1,267,760)
and is amortized over the remaining useful life of six years using the straight-line method. As of June 30, 2023, this technology patent
is fully amortized.

 The technology know-how consisted of the following:

 Foreign
 Currency

 2022

 2023

 Technology know-how

 $
 2,250,708

 ( 173,363
)

 $
 2,077,344

 ( 2,250,708
)

 173,363

 ( 2,077,344
)

 Total technology know-how, net

 $
 -

 -

 $
 -

 F- 19

 CUSTOMER RELATIONSHIP

 On July 2, 2010, the Company acquired Gufeng and
its wholly owned subsidiary Tianjuyuan. The fair value on the acquired customer relationships was estimated to be RMB 65,000,000 (or $ 8,957,000)
and is amortized over the remaining useful life of ten years. As of June 30, 2023, this customer relationship is fully amortized.

 Foreign
 Currency

 2022

 2023

 Customer relationships

 $
 9,704,500

 ( 747,500
)

 $
 8,957,000

 ( 9,704,500
)

 747,500

 ( 8,957,000
)

 Total customer relationships, net

 $
 -

 -

 $
 -

 NON-COMPETE AGREEMENT

 On July 2, 2010, the Company acquired Gufeng and
its wholly owned subsidiary Tianjuyuan. The fair value on the acquired non-compete agreement was estimated to be RMB 1,320,000 (or $ 181,896)
and is amortized over the remaining useful life of five years using the straight-line method. As of June 30, 2023, this non-compete
agreement is fully amortized.

 Foreign Currency

 2022

 2023

 Non-compete agreement

 $
 197,076

 ( 15,180
)

 $
 181,896

 ( 197,076
)

 15,180

 ( 181,896
)

 Total non-compete agreement, net

 $
 -

 -

 $
 -

 TRADEMARKS

 On July 2, 2010, the Company acquired Gufeng and
its wholly owned subsidiary Tianjuyuan. The preliminary fair value on the acquired trademarks and brand names was estimated to be RMB 41,371,630
(or $ 5,701,011) and is subject to an annual impairment test.

 Foreign Currency

 2022

 2023

 Trademarks

 $

 6,232,670

 ( 480,078

)

 $

 5,752,592

 ( 55,886

)

 4,305

 ( 51,581

)

 Total trademarks, net

 $

 6,176,784

 ( 475,773

)

 $

 5,701,011

 AMORTIZATION EXPENSE

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

 Years Ending June 30,

 Expense
 ($)

 2024

 307,807

 2025

 248,563

 2026

 236,935

 2027

 221,431

 2028

 221,431

 DIGITAL ASSETS

 On March 13, 2023, the Company established Antaeus
Tech Inc. ("Antaeus") in the State of Delaware. In April 2023, Antaeus started to purchase digital assets mining machines
and to mine bitcoin in West Texas. As of June 30, 2023, the company held digital assets with amount of $ 210,342.

 NOTE 7 – OTHER NON-CURRENT ASSETS

 Other non-current assets mainly include advance
payments related to rent the land use for the Company. As of June 30, 2023, the balance of other non-current assets was $ 5,092,721, which
was the rental fee advances for agriculture lands that the Company engaged in Shiquan County from 2025 to 2027.

 In March 2017, Jinong entered into the rental
agreement for approximately 3,400 mu, and 2600-hectare agriculture lands in Shiquan County, Shaanxi Province. The rental agreement was
from April 2017 and was renewable for every ten-year period up to 2066. The aggregate rental fee was approximately RMB 13 million per
annum, The Company had made 10 -year advances of rental fee per rental terms. The Company has amortized $ 1.8 million as expenses for the
year ended June 30, 2023 and $ 2.0 million as expenses for the year ended June 30, 2022.

 F- 20

 Estimated amortization expenses of the rental
advance payments herein for the next four twelve-month periods ended June 30 and thereafter are as follows:

 Years ending June 30,

 2024

 $
 1,849,965

 2025

 $
 1,849,965

 2026

 $
 1,849,965

 2027

 $
 1,392,791

 NOTE 8 – ACCRUED EXPENSES AND OTHER PAYABLES

 Accrued expenses and other payables consisted of the following:

 2023

 2022

 Payroll and welfare payable

 188,222

 178,341

 Accrued expenses

 9,805,444

 7,636,524

 Other payables

 4,820,193

 5,794,686

 Other levy payable

 115,568

 125,213

 Total

 $
 14,929,427

 $
 13,734,764

 NOTE 9 – AMOUNT DUE TO RELATED PARTIES

 At the end of December 2015, Yuxing entered into
a sales agreement with the Company's affiliate, 900LH.com Food Co., Ltd. ("900LH.com", previously announced as Xi'an
Gem Grain Co., Ltd) pursuant to which Yuxing is to supply various vegetables to 900LH.com for its incoming seasonal sales at the holidays
and year ends (the "Sales Agreement"). The contingent contracted value of the Sales Agreement is RMB 25,500,000 (approximately
$ 3,513,900). During the year ended June 30, 2023 and 2022 Yuxing has sold approximately $ 0 and $ 66,071 products to 900LH.com.

 The amount due from 900LH.com to Yuxing was $ 27,560 and $ 13,064 as
of June 30, 2023 and 2022, respectively.

 As of June 30, 2023, and June 30, 2022, the amount
due to related parties was $ 5,439,209 and $ 5,192,496, respectively. As of June 30, 2023, and June 30, 2022, $ 964,600 and $ 1,045,100,
respectively were amounts that Gufeng borrowed from a related party, Xi'an Techteam Science & Technology Industry (Group) Co.
Ltd., a company controlled by Mr. Zhuoyu Li, Chairman and CEO of the Company, representing unsecured, non-interest-bearing loans that
are due on demand. These loans are not subject to written agreements. As of June 30, 2023, and June 30, 2022, $ 2,261,693 and
$ 4,105,449, respectively were advances from Mr. Zhuoyu Li, Chairman and CEO of the Company. The advances were unsecured and non-interest-bearing.

 As of June 30, 2023, the Company's subsidiary,
Jinong, owed 900LH.com. $ 995. As of June 30, 2022, the Company's subsidiary, Jinong, owed 900LH.com. $ 11,431.

 On July 1, 2022, Jinong renewed the office rental
agreement with Kingtone Information Technology Co., Ltd. ("Kingtone Information"), of which Mr. Zhuoyu Li, Chairman and CEO
of the Company, served as Chairman. Pursuant to the rental agreement, Jinong rented 612 square meters (approximately 6,588 square feet)
of office space from Kingtone Information. The rental agreement provides for a two-year term effective as of July 1, 2022 with monthly
rent of RMB 28,000 (approximately $ 3,858).

 NOTE 10 – LOAN PAYABLES

 As of June 30, 2023, the short-term and long-term
loan payables consisted of five loans which mature on dates ranging from September 29, 2023 through August 18, 2024 with interest rates
ranging from 3.65 % to 5.00 %. No. 1 to 3 below are collateralized by Tianjuyuan's land use right and building ownership right. Loan
No. 2 is also guaranteed by the cash deposit. No. 4 to 5 below are collateralized by Jinong's land use right and building ownership
right.

 No.

 Payee

 Loan period per agreement

 Interest

Rate

2023

 Beijing Bank -Pinggu Branch

 June 5, 2023-June 5, 2024

 4.15

 %

 1,378,000

 Huaxia Bank -HuaiRou Branch

 June 28, 2023-June 28, 2024

 3.65

 %

 1,378,000

 Pinggu New Village Bank

 June 29, 2023-June 28, 2024

 5.00

 %

 964,600

 Industrial Bank Co. Ltd

 August 19, 2022-August 18, 2024

 3.98

 %

 1,047,280

 Xian Bank

 September 30, 2022-September 29, 2023

 3.90

 %

 1,515,800

 Total

 $

 6,283,680

 The interest expense from short-term loans was
$ 295,804 and $ 256,784 for the year ended June 30, 2023 and 2022, respectively.

 F- 21

 NOTE 11 – TAXES PAYABLE

 Enterprise Income Tax

 Effective January 1, 2008, the Enterprise Income
Tax ("EIT") law of the PRC replaced the tax laws for Domestic Enterprises ("DEs") and Foreign Invested Enterprises
("FIEs"). The EIT rate of 25 % replaced the 33 % rate that was applicable to both DEs and FIEs. The two-year tax exemption and
three-year 50% tax reduction tax holiday for production oriented FIEs was eliminated. Since January 1, 2008, Jinong became subject to
income tax in China at a rate of 15 % as a high-tech company, because of the expiration of its tax exemption on December 31, 2007. Accordingly,
it made 0 provision for income taxes for the years ended June 30, 2023 and 2022.

 Value-Added Tax

 All the Company's fertilizer products that
are produced and sold in the PRC were subject to a Chinese Value-Added Tax (VAT) of 9 % of the gross sales price. On April 29, 2008,
the PRC State of Administration of Taxation (SAT) released Notice #56, " Exemption of VAT for Organic Fertilizer Products ",
which allows certain fertilizer products to be exempt from VAT beginning June 1, 2008. The Company submitted the application for exemption
in May 2009, which was granted effective September 1, 2009, continuing through December 31, 2015. On August 10, 2015 and August 28, 2015,
the SAT released Notice #90. " Reinstatement of VAT for Fertilizer Products ", and Notice #97, " Supplementary
Reinstatement of VAT for Fertilizer Products ", which restore the VAT of 13% of the gross sales price on certain fertilizer products
includes non-organic fertilizer products starting from September 1, 2015, but granted taxpayers a reduced rate of 3% from September 1,
2015 through June 30, 2016.

 On April 28, 2017, the PRC State of Administration
of Taxation (SAT) released Notice 2017 #37, " Notice on Policy of Reduced Value Added Tax Rate, " under which, effective
July 1, 2017, all the Company's fertilizer products that are produced and sold in the PRC are subject to a Chinese Value-Added Tax
(VAT) of 11 % of the gross sales price. The tax rate was reduced 2 % from 13 %.

 On April 4, 2018, the PRC State of Administration
of Taxation (SAT) released Notice 2018 #32, " Notice on Adjustment of VAT Tax Rate, " under which, effective May 1, 2018,
all the Company's fertilizer products that are produced and sold in the PRC are subject to a Chinese Value-Added Tax (VAT) of 10 %
of the gross sales price. The tax rate was reduced 1 % from 11 %.

 On March 20, 2019, the PRC State of Administration
of Taxation (SAT) released Notice 2019 #39, " Announcement on Policies Concerning Deepening the Reform of Value Added Tax, "
under which, Effective April 1, 2019, all the Company's fertilizer products that are produced and sold in the PRC are subject to
a Chinese Value-Added Tax (VAT) of 9 % of the gross sales price. The tax rate was reduced 1 % from 10 %.

 F- 22

 Income Taxes and Related Payables

 Taxes payable consisted of the following:

 2023

 2022

 VAT provision

 $
 ( 398,499
)

 $
 ( 384,574
)

 Income tax payable

 ( 2,132,400
)

 ( 2,310,360
)

 Other levies

 591,325

 639,237

 Repatriation tax

 29,010,535

 29,010,535

 Total

 $
 27,070,961

 $
 26,954,838

 The provision for income taxes consists of the following:

 Years Ended

 2023

 2022

 Current tax – foreign

 $
)

 $
)

 Total

 $
)

 $
)

 Significant components of deferred tax assets were as follows:

 2023

 2022

 Deferred tax assets

 Deferred Tax Benefit

 32,464,001

 35,067,278

 Valuation allowance

 ( 32,366,181
)

 ( 35,067,278
)

 Total deferred tax assets

 $
 97,820

 -

 The change in valuation allowance for the year
ended June 30, 2023 was a decrease of $ 2,701,097 which was mainly resulted from foreign exchange rates.

 The Company periodically evaluates the likelihood
of the realization of deferred tax assets and adjusts the carrying amount of the deferred tax assets by the valuation allowance to the
extent the future realization of the deferred tax assets is not judged to be more likely than not. The Company considers many factors
when assessing the likelihood of future realization of its deferred tax assets, including its recent cumulative earnings experience by
taxing jurisdiction, expectations of future taxable income or loss, the carryforward periods available to the Company for tax reporting
purposes, and other relevant factors.

 As of June 30, 2023, based on the weight of available
evidence, including cumulative losses in recent years and expectations of future taxable income, the Company determined that it was more
likely than not that its deferred tax assets would be realized with the total amount of $ 97,820.

 U.S. Tax Cuts and Jobs Act and Provisional Estimates

 On December 22, 2017, the TCJA was enacted into
law, which significantly changes existing U.S. tax law and includes numerous provisions that affect our business, such as imposing a one-time
transition tax on deemed repatriation of deferred foreign income, reducing the U.S. federal statutory tax rate, and adopting a territorial
tax system. The TCJA required us to incur a one-time transition tax on deferred foreign income not previously subject to U.S. income tax
at a rate of 15.5% for foreign cash and certain other net current assets, and 8% on the remaining income. The TCJA also reduced the U.S.
federal statutory tax rate from 35% to 21% effective January 1, 2018. For fiscal year 2018, our blended U.S. federal statutory tax rate
is 27.5%. This is the result of using the tax rate of 34% for the first and second quarter of fiscal year 2018 and the reduced tax rate
of 21% for the third and fourth quarter of fiscal year 2018. For fiscal year 2019, 2020, 2021, 2022 and 2023, our U.S. federal statutory
tax rate is 21 %.

 F- 23

 Tax Rate Reconciliation

 Our effective tax rates were approximately 0.7 %
and 1.3 % for years ended June 30, 2023 and 2022, respectively. Substantially all the Company's income before income taxes and related
tax expense are from PRC sources. Actual income tax benefit reported in the consolidated statements of operations and comprehensive income
differ from the amounts computed by applying the US statutory income tax rate of 21.0 % and 21.0 % to income before income taxes for the
years ended June 30, 2023 and 2022 for the following reasons:

 China
 15% - 25%

 United States
 21%

 Total

 Pretax loss

 $
 ( 10,207,847
)

 ( 3,171,958
)

 $
 ( 13,379,805
)

 Expected income tax expense (benefit)

 ( 2,551,962
)

 25.0
 %

 ( 666,111
)

 21.0
 %

 ( 3,218,073
)

 High-tech income benefits on Jinong

 -

 -

 -

 -

 Loss from subsidiaries in which no benefit is recognized

 2,454,142

 ( 24.0
)%

 -

 2,454,142

 Change in valuation allowance on deferred tax asset from US tax benefit

 -

 -

 666,111

 ( 21.0
)%

 666,111

 Actual tax expense

 $
)

 1.0
 %

 $
 -

 %

 $
)

 0.7
 %

 June 30, 2022

 China
 15% - 25%

 United States
 21%

 Total

 Pretax loss

 $
 ( 98,939,698
)

 ( 674,813
)

 $
 ( 99,614,511
)

 Expected income tax expense (benefit)

 ( 24,734,925
)

 25.0
 %

 ( 141,711
)

 21.0
 %

 ( 24,876,635
)

 High-tech income benefits on Jinong

 765,909

 ( 0.8
)%

 -

 765,909

 Loss from subsidiaries in which no benefit is recognized

 24,010,666

 ( 24.3
)%

 -

 24,010,666

 Change in valuation allowance on deferred tax asset from US tax benefit

)

 1.3
 %

 141,711

 ( 21.0
)%

 ( 1,150,117
)

 Actual tax expense

 $
 ( 1,250,178
)

 1.3
 %

 $
 -

 %

 $
 ( 1,250,178
)

 1.3
 %

 F- 24

 NOTE 12 – STOCKHOLDERS' EQUITY

 Common Stock

 On August 2, 2022, the Company completed the issuance
of 1,117,142 shares of its Common Stock for $ 16,757,130 to P Kevin HODL Ltd, an entity owned and controlled by Mr. Zhibiao Pan, who was
subsequently appointed as the Company's co-Chief Executive Officer on August 25, 2022. This sale was made pursuant to the Share
Purchase Agreement dated November 23, 2021 in transactions exempt from registration under the Securities Act of 1933, as amended, in reliance
on an exemption provided by Rule 903 of Regulation S and/or Section 4(a)(2) of the Securities Act.

 On November 25, 2022, the Company issued 122,305
shares of common stock to settle the payable of consulting services under the 2009 Plan. The value of the stock was $ 658,000 and was based
on the fair value of the Company's common stock on the grant date of November 12, 2022 when the Company authorized the grant.

 As of June 30, 2023, and June 30, 2022, there
were 13,380,914 and 12,141,467 shares of common stock issued and outstanding, respectively.

 Preferred Stock

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

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

 NOTE 13 – STOCK OPTIONS

 There were no issuances of stock options during the years ended June
30, 2023 and 2022.

 NOTE 14 – CONCENTRATIONS AND LITIGATION

 Market Concentration

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

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

 F- 25

 Vendor and Customer Concentration

 There are six vendors that the Company purchased
over 10 % of its raw materials with an aggregate amount of $ 71,040,024, or 12.2 %, 12.0 %, 12.0 %, 11.8 %, 11.7 % and 11.6 %, respectively, for
fertilizer manufacturing during the year ended June 30, 2023.

 There are six vendors that the Company purchased
over 10 % of its raw materials with an aggregate amount of $ 99,101,685, or 11.9 %, 11.8 %, 11.6 %, 11.3 %, 11.1 % and 10.9 %, respectively, for
fertilizer manufacturing during the year ended June 30, 2022.

 Six customers accounted for an aggregate amount
of $ 71,690,103, or 10.7 %, 10.4 %, 10.4 %, 10.4 %, 10.3 %, and 10.2 %, respectively, of the Company's manufactured fertilizer sales for the
year ended June 30, 2023.

 Two customers accounted for an aggregate amount
of $ 33,378,901, or 10.1 % and 10.1 %, respectively, of the Company's manufactured fertilizer sales for the year ended June 30, 2022.

 Litigation

 On June 5, 2020, an individual filed suit pro
se (as in, representing oneself without an attorney) in the Southern District of Florida federal court alleging violations of the Securities
Exchange Act. The Company believes the action is without merit and vigorously opposed it. The company moved to dismiss the litigation
and for attorney's fees from the plaintiff. On November 2, 2020, the case was transferred to the United States District Court for
The Southern District Of New York. On September 30, 2021, the Southern District of New York federal court presiding over the case dismissed
all claims against the company, its executives, and its independent directors. The dismissal was without prejudice and the plaintiff
can appeal or amend within 30 days, or by October 29, 2021. The plaintiff amended the complaint on Oct 30, 2021. On August 30, 2022, the
Southern District of New York federal court presiding over the case issued an order granting motions to dismiss all claims in the amended
complaint against the Company, its executives, and its independent directors. On September 6, 2022, the plaintiff filed a notice of civil
appeal to the U.S. Court of Appeals, Second Circuit. The appeal has now been fully briefed and the Company expects a decision to issue
sometime in the coming year.

 There are no other actions, suits, proceedings,
inquiries or investigations before or by any court, public board, government agency, self-regulatory organization or body pending or,
to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our
common stock, any of our subsidiaries or of our companies or our subsidiaries' officers or directors in their capacities as such,
in which an adverse decision could have a material adverse effect.

 NOTE 15 – SEGMENT REPORTING

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

 Years Ended

 2023

 2022

 Revenues from unaffiliated customers:

 $
 40,247,303

 $
 54,339,228

 74,028,542

 102,755,286

 9,654,168

 11,356,390

 210,342

 -

 $
 124,140,355

 $
 168,450,904

 Operating income (expense):

 $
 ( 4,411,893
)

 $
 ( 3,466,631
)

 ( 6,062,353
)

 ( 80,233,988
)

 499,479

 581,840

 ( 465,560
)

 Reconciling item (1)

 -

 -

 Reconciling item (2)

 ( 3,173,033
)

 ( 679,326
)

 $
 ( 13,613,360
)

 $
 ( 83,798,104
)

 F- 26

 Net income (loss):

 $
 ( 4,224,927
)

 ( 3,063,634
)

 ( 6,280,625
)

 ( 80,547,966
)

 763,512

 722,936

 ( 367,988
)

 -

 Reconciling item (1)

 1,077

 4,513

 Reconciling item (2)

 ( 3,173,034
)

 612,503

 Reconciling item (3)

 $
 -

 $
 1,748,951

 $
)

 $
 ( 80,522,696
)

 Depreciation and Amortization:

 $
 785,503

 $
 833,042

 761,466

 816,510

 839,514

 1,280,938

 16,667

 -

 $
 2,403,150

 $
 2,930,490

 Interest expense:

 78,342

 -

 217,462

 256,784

 -

 -

 -

 -

 $
 295,804

 $
 256,784

 Capital Expenditure:

 $
 52,664

 $
 97,900

 216,892

 29,308

 101,837

 37,069

 1,000,000

 -

 $
 1,371,393

 $
 164,278

 As of

 2023

 2022

 Identifiable assets:

 $
 87,862,836

 $
 100,958,241

 49,749,041

 80,923,101

 38,223,482

 40,132,337

 3,292,247

 -

 Reconciling item (1)

 7,387,637

 ( 27,064,606
)

 Reconciling item (2)

 166,121

 166,121

 $
 186,681,364

 $
 195,115,195

 (1)
 Reconciling amounts refer to the unallocated assets or expenses of Green New Jersey.

 (2)
 Reconciling amounts refer to the unallocated assets or expenses of the Parent Company.

 (3)
 Reconciling amounts refer to the gain on discontinuing sales VIEs and the intercompany transaction clearing.

 Total revenues from exported products currently
accounted for less than 1 % of the Company's total fertilizer revenues for the years ended June 30, 2023 and 2022, respectively.

 F- 27

 NOTE 16 – COMMITMENTS AND CONTINGENCIES

 We are subject to various claims and contingencies
related to lawsuits, certain taxes and environmental matters, as wells commitments under contractual and other commercial obligations.
We recognize liabilities for commitments and contingencies when a loss is probable and estimable.

 On July 1, 2020, Jinong signed an office rental
agreement with Kingtone Information Technology Co., Ltd. ("Kingtone Information"), of which Mr. Zhuoyu Li, Chairman and CEO
of the Company, served as its Chairman. Pursuant to the rental agreement, Jinong rented 612 square meters (approximately 6,588 square
feet) of office space from Kingtone Information. The rental agreement provides for a two-year term effective as of July 1, 2022 with monthly
rent of RMB 28,000 (approximately $ 3,858).

 In February 2004, Tianjuyuan signed a fifty-year
rental agreement with the village committee of Dong Gao Village and Zhen Nan Zhang Dai Village in the Beijing Ping Gu District.

 On April 2, 2023, Antaeus signed a one-year rental
agreement for an office in Austin, Texas for approximately 404 square meters ( 4,348 square feet) space.

 Accordingly, the Company recorded an aggregate
of $ 51,192 and $ 97,307 as rent expenses for the years ended June 30, 2023 and 2022, respectively. The contingent rent expenses herein
for the next five years ended June 30, are as follows:

 Years ending June 30,

 2024

 2025

 2026

 2027

 2028

 NOTE 17 – VARIABLE INTEREST ENTITIES

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

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

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

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

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

 F- 28

 On November 30, 2017, the Company, through its wholly owned subsidiary
Jinong, exited the VIE agreements with the shareholders of Zhenbai.

 On June 2, 2021, the Company, through its wholly
owned subsidiary Jinong, discontinued the strategic acquisition agreements and the series of contractual agreements with the shareholders
of Xindeguo, Xinyulei and Xiangrong.

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

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

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

 As a result of these contractual arrangements,
with Yuxing and the sales VIE Companies the Company is entitled to substantially all the economic benefits of Yuxing and the VIE Companies.
 The following financial statement amounts and balances of the VIEs were included in the accompanying consolidated financial statements
as of June 30, 2023 and June 30, 2022:

 2023

 2022

 ASSETS

 Current Assets

 Cash and cash equivalents

 $
 323,854

 $
 385,308

 Accounts receivable, net

 283,221

 710,143

 Inventories

 24,288,379

 22,062,527

 Other current assets

 108,677

 22,932

 Related party receivable

 27,560

 13,064.00

 Advances to suppliers

 -

 1,879,704

 Total Current Assets

 25,031,691

 25,073,678

 Plant, Property and Equipment, Net

 5,887,278

 6,926,023

 Other assets

 9,784

 10,600

 Intangible Assets, Net

 7,294,729

 8,122,036

 -

 Total Assets

 $
 38,223,482

 $
 40,132,337

 -

 LIABILITIES AND STOCKHOLDERS' EQUITY

 -

 Current Liabilities

 -

 Accounts payable

 $
 12,512

 $
 107,095

 Customer deposits

 62,134

 10,016

 Accrued expenses and other payables

 282,968

 306,116

 Amount due to related parties

 39,346,051

 42,105,604

 Total Current Liabilities

 39,703,665

 42,528,831

 Total Liabilities

 $
 39,703,665

 42,528,831

 Stockholders' equity

 ( 1,480,183
)

 ( 2,396,494
)

 Total Liabilities and Stockholders' Equity

 $
 38,223,482

 $
 40,132,337

 Years Ended

 2023

 2022

 Revenue

 $

 9,654,168

 $

 11,356,390

 Expenses

 8,890,656

 10,633,454

 Net income

 $

 763,512

 $

 722,936

 F- 29

 NOTE 18 – RESTRICTED NET ASSETS

 The Company's operations are primarily conducted
through its PRC subsidiaries, which can only pay dividends out of their retained earnings determined in accordance with the accounting
standards and regulations in the PRC and after it has met the PRC requirements for appropriation to statutory reserves. In addition, the
Company's businesses and assets are primarily denominated in RMB, which is not freely convertible into foreign currencies. All foreign
exchange transactions take place either through the People's Bank of China or other banks authorized to buy and sell foreign currencies
at the exchange rates quoted by the People's Bank of China. Approval of foreign currency payments by the People's Bank of
China or other regulatory institutions requires submitting a payment application form together with suppliers' invoices, shipping
documents and signed contracts. These currency exchange control procedures imposed by the PRC government authorities may restrict the
ability of the Company's PRC subsidiaries to transfer their net assets to the Parent Company through loans, advances or cash dividends.

 The Company's PRC subsidiaries net assets
as of June 30, 2023 and 2022 exceeded 25 % of the Company's consolidated net assets. Accordingly, condensed Parent Company financial
statements have been prepared in accordance with Rule 5-04 and Rule 12-04 of SEC Regulation S-X, and they are as follows.

 Parent Company Financial Statements

 PARENT COMPANY FINANCIAL INFORMATION OF CHINA GREEN AGRICULTURE, INC.

 Condensed Balance Sheets

 As of June 30,

 2023

 2022

 ASSETS

 Current Assets:

 Cash and cash equivalents

 $
 49,598

 $
 52,485

 Other current assets

 169,071

 169,071

 Total Current Assets

 218,668

 221,555

 Long-term equity investment

 139,569,715

 146,457,664

 Total long-term assets

 139,569,715

 146,457,664

 Total Assets

 $
 139,788,383

 $
 146,679,219

 LIABILITIES AND STOCKHOLDERS' EQUITY

 Current Liabilities:

 Accounts payable

 $
 214,520

 $
 214,520

 Amount due to related parties

 4,445,449

 4,105,449

 Other payables and accrued expenses

 9,760,556

 7,588,486

 Total Current Liabilities

 14,420,526

 11,908,455

 Stockholders' Equity

 Common stock, $.001 par value, 115,197,165 shares authorized, 13,380,914 and 12,141,467 shares issued and outstanding as of June 30, 2023 and June 30, 2022, respectively

 13,381

 12,141

 Additional paid in capital

 242,090,576

 224,676,686

 Accumulated other comprehensive (loss)

 ( 26,950,493
)

 ( 13,414,442
)

 Retained earnings

 ( 89,785,607
)

 ( 76,503,621
)

 Total Stockholders' Equity

 125,367,857

 134,770,764

 Total Liabilities and Stockholders' Equity

 $
 139,788,383

 $
 146,679,219

 F- 30

 Condensed Statements of Operations

 Year ended

 2023

 2022

 Revenue

 $

 -

 $

 -

 General and administrative expenses

 3,173,034

 679,326

 Interest income

 1,076

 4,513

 Provision for tax

 -

)

 Equity investment in subsidiaries

 ( 10,110,028

)

 ( 98,981,348

)

 Net income

 $

 ( 13,281,986

)

 $

 ( 98,364,333

)

 Condensed Statements of Cash Flows

 Year Ended

 2023

 2022

 Net cash used in operating activities

 $

 ( 17,100,265

)

 $

 ( 54,476,955

)

 Net cash provided by investing activities

 2,001,000

 -

 Net cash provided by financing activities

 17,097,130

 54,454,275

 Cash and cash equivalents, beginning balance

 52,484

 75,165

 Cash and cash equivalents, ending balance

 $

 2,050,350

 $

 52,484

 Notes to Condensed Parent Company Financial Information

 As of June 30, 2023, and 2022, there were no material
contingencies, significant provisions for long-term obligations, or guarantees of the Company, except as separately disclosed in the Consolidated
Financial Statements, if any. Certain information and footnote disclosures normally included in financial statements prepared in accordance
with U.S. GAAP have been condensed or omitted.

 NOTE 19 – SUBSEQUENT EVENTS

 In accordance with ASC 855-10, the Company has
analyzed its operations subsequent to June 30, 2023 to the date these consolidated financial statements were available to be issued and
has determined that there were below significant subsequent events or transactions that would require recognition or disclosure in the
consolidated financial statements.

 On August 10, 2023, our Board of Directors adopted
the Company's 2023 Equity Incentive Plan. The 2023 Plan gives us the ability to grant stock options, stock appreciation rights (SARs),
restricted stock and other stock-based awards (collectively, "Awards") to employees or consultants of our company or of any
subsidiary of our company and to non-employee members of our advisory board or our Board of Directors or the board of directors of any
of our subsidiaries. Our Board of Directors believes that adoption of the Incentive Plan is in the best interests of our company and our
stockholders because the ability to grant stock options and make other stock-based awards under the Incentive Plan is an important factor
in attracting, stimulating and retaining qualified and distinguished personnel with proven ability and vision to serve as employees, officers,
consultants or members of the Board of Directors or advisory board of our company and our subsidiaries, and to chart our course towards
continued growth and financial success. Therefore, our Board of Directors believes the Incentive Plan will be a key component of our compensation
program.

 As of November 2, 2023, 2,759,011 shares of our
common stock remained available for future grants under the Plans and no Awards had been granted under the 2023 Plan.

 F- 31

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