UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 AMENDMENT NO. 2

 TO

 FORM

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

 For
the fiscal year ended December 31, 2022

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

 For
the transition period from __________ to __________

 Commission
File Number: 333-201360

VIAGOO TECHNOLOGY INC.

 (Exact
name of registrant as specified in its charter)

 Nevada

 90-1137640

 (State or other jurisdiction of
 incorporation or organization)

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

 2498 Wanfeng Highway, Lane 181
 Fengjing Town, Jinshan District
 Shanghai, China

 201501

 (Address of principal executive offices)

 (Zip Code)

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

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

 Title
 of each class:

 Name
 of each exchange on which registered:

 None

 None

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

 None

 (Title
of class)

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 Section 13 or 15(d) of the Exchange Act. Yes No

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

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

by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes No

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 is a shell company (as defined in Rule 12b-2 of the Act). Yes No

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.

 Indicate 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).

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

 As of the date of this report, there are 19,251,477
shares of common stock and 9,500,000 shares of Series A Preferred Stock issued and outstanding.

 Documents
Incorporated by Reference: None

 EXPLANATORY NOTE

Viagoo Technology, Inc. (the "Company") is filing this Amendment No. 2 (the "Amendment") to amend its Annual
Report on Form 10-K for the fiscal year ended December 31, 2022 (the "Original Form 10-K") filed with the Securities and
Exchange Commission (the "SEC") on April 17, 2023.

 The Amendment is being filed
for the sole purpose of including the revisions and additional disclosure requested by the staff of the U.S. Securities Exchange Commission
pursuant to a letter to the Company dated December 13, 2023.

 Except as described above,
the Company has not modified or updated the Original 10-K or the financial statements included therein or modified any disclosures contained
in the Original 10-K. Accordingly, the Amendment, with the exception of the foregoing, does not reflect events occurring after the date
of filing of the Original 10-K, or modify or update any disclosures affected by subsequent events. Consequently, all other information
not affected by the correction described above is unchanged and reflects the disclosures and other information made at the date of the
filing of the Original 10-K and should be read in conjunction with our filings with the SEC subsequent to the filing of the Original
10-K, including amendments to those filings, if any.

VIAGOO TECHNOLOGY INC.

 ANNUAL
REPORT ON FORM 10-K

 FOR
THE FISCAL YEAR ENDED

 DECEMBER
31, 2022

 Page

 PART
 I

 ITEM
 1.

 Business

 ITEM
 1A.

 Risk
 Factors

 ITEM
 1B.

 Unresolved
 Staff Comments

 ITEM
 2.

 Properties

 ITEM
 3.

 Legal
 Proceedings

 ITEM
 4.

 Mine
 Safety Disclosures

 PART
 II

 ITEM
 5.

 Market
 for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 ITEM
 6.

 [Reserved]

 ITEM
 7.

 Management's
 Discussion and Analysis of Financial Condition and Results of Operations

 ITEM
 7A.

 Quantitative
 and Qualitative Disclosures about Market Risk

 ITEM
 8.

 Financial
 Statements and Supplementary Data

 ITEM
 9.

 Changes
 in and Disagreements with Accountants on Accounting and Financial Disclosure

 ITEM
 9A.

 Controls
 and Procedures

 ITEM
 9B.

 Other
 Information

 ITEM
 9C.

 Disclosure
 Regarding Foreign Jurisdictions that Prevent Inspections

 PART
 III

 ITEM
 10.

 Directors,
 Executive Officers and Corporate Governance

 ITEM
 11.

 Executive

 ITEM
 12.

 Security
 Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 ITEM
 13.

 Relationships and Related Transactions, and Director Independence

 ITEM
 14.

 Principal
 Accounting Fees and Services

 PART
 IV

 ITEM
 15.

 Exhibits
 and Financial Statement Schedules

 i

 CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

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

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

 ii

 OTHER
PERTINENT INFORMATION

 Conventions

 Except in instances when we are referring to the
VIE and where the context otherwise requires in this Annual Report on Form 10-K, for purposes of this prospectus only, "we",
"us", "our Company", "the Company," "Company", "our" and "Muliang Viagoo"
refer to:

 Muliang Viagoo Technology, Inc., or formerly known
as Muliang Agritech, Inc. ("Muliang Viagoo" when individually referenced), a Nevada company;

 Muliang Agricultural Limited ("Muliang HK"
when individually referenced), a Hong Kong company that is a wholly-owned subsidiary of Muliang Viagoo;

 Shanghai Mufeng Investment Consulting Co., Ltd ("Shanghai
Mufeng" when individually referenced),, a wholly-owned subsidiary of Muliang HK and a wholly foreign-owned enterprise ("WFOE")
formed under the laws of the People's Republic of China (the "PRC");

 Viagoo Pte Ltd. ("Viagoo" when individually
referenced), a Singapore company;

 For purposes of this Annual Report on Form 10-K only,
"VIE" refer to:

 Shanghai Muliang Industry Co., Ltd. ("Shanghai
Muliang" when individually referenced), a variable interest entity ("VIE") and a PRC company that is a wholly-owned
subsidiary of Shanghai Mufeng;

 Shanghai Zongbao Environmental Construction Co.,
Ltd. ("Shanghai Zongbao" when individually referenced),, a PRC company that is a wholly-owned subsidiary of Shanghai Muliang;

 Shanghai Muliang Agritech Development Co., Ltd. ("Agritech
Development" when individually referenced), a PRC Company that is a 60%-owned subsidiary of Shanghai Muliang;

 Weihai Fukang Bio-Fertilizer Co., Ltd. ("Fukang"
when individually referenced), a PRC Company that is a 99.9%-owned subsidiary of Shanghai Muliang;

 Shanghai Muliang Agricultural Sales Co., Ltd. ("Muliang
Sales" when individually referenced), a PRC company that is a wholly-owned subsidiary of Shanghai Muliang;

 Zhonglian Huinong (Beijing) Technology Co., Ltd.
("Zhonglian" when individually referenced), a PRC company that is a 65%-owned subsidiary of Shanghai Muliang;

 Yunnan Muliang Animal Husbandry Development Co.,
Ltd. ("Yunnan Muliang" when individually referenced), a PRC company that is an 80%-owned subsidiary of Shanghai Muliang;
and

 Shanghai Zongbao Environmental Construction Co.,
Ltd. Cangzhou Branch ("Zongbao Cangzhou" when individually referenced), a PRC company that is a wholly-owned subsidiary of
Shanghai Zongbao.

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

 iii

 PART
I

 Overview

 Muliang Viagoo is not a Chinese operating company
but a holding company incorporated under the laws of the state of Nevada. As a holding company with no material operations of our own,
we conduct a substantial majority of operations through our subsidiary in the People's Republic of China, or "PRC"
or "China." Shanghai Mufeng, our subsidiary in China, derives its economic benefits from Shanghai Muliang, the variable interest
entity, and its subsidiaries. We receive the economic benefits of the VIE's business operations through certain contractual arrangements.

 As a result of the VIE structure, our investors will
not hold any ownership interest, direct or indirect, in our Chinese operating companies. Investors would only have a contractual relationship
with the Chinese operating companies. The VIE structure is used to provide contractual exposure to foreign investment in Chinese-based
companies where Chinese law prohibits direct foreign investment in the operating companies. It is likely that investors, under the VIE
structure, will never hold ownership interests, direct or indirect, in the entity that conducts the business operations reflected in
our financial statements and would merely have a contractual relationship with that entity. While the VIE, Shanghai Muliang, is not currently
engaging in businesses where direct foreign investment is prohibited, Shanghai Muliang may engage in such business in the future and
therefore the VIE structure was implemented to allow for flexibility prior to the company's listing on the OTC Markets in 2016.

 Because of Muliang Viagoo's corporate structure
and the fact that the contractual arrangements establishing the VIE structure has not been tested in court, it is subject to risks due
to uncertainty of the interpretation and the application of the PRC laws and regulations, including but not limited to the limitation
on foreign ownership of internet technology companies, and regulatory review of oversea listing of PRC companies through a special purpose
vehicle, and the validity and enforcement of the contractual arrangements behind the VIE. We are also subject to the risks of uncertainty
about any future actions of the PRC government in this regard. The VIE Agreements may not be effective in deriving benefits from the
VIE and we may be subject to sanctions imposed by PRC regulatory agencies if Muliang Viagoo fails to comply with their rules and regulations.
If the Chinse regulatory authorities disallow the VIE structure in the future, it will likely result in a material change in Muliang
Viagoo's financial performance and its results of operations and/or the value of the company's common stock, which could
cause the value of such securities to significantly decline or become worthless.

 For
details on the risks associated with the VIE structure, see " Risks Relating to Our Corporate Structure – If the PRC government
deems that the contractual arrangements in relation to Shanghai Muliang, our consolidated variable interest entity, do not comply with
PRC regulatory restrictions on foreign investment in the relevant industries, or if these regulations or the interpretation of existing
regulations change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations "
on page 53 and " Risks Relating to Our Corporate Structure – We rely on contractual arrangements with the VIE and their
shareholders for a large portion of our business operations. These arrangements may not be effective as direct ownership in providing
operational control. Any failure by the VIE or their shareholders to perform their obligations under such contractual arrangements would
have a material and adverse effect on our business " on page 55.

 Legal
and Operational Risks Associated with China

 We are subject to certain legal and operational risks
associated with being based in China and having a majority of our operations through contractual arrangements with the VIE, including
changes in the legal, political, and economic policies of the Chinese government, the relations between China and the United States,
or Chinese or United States regulations may materially and adversely affect our business, financial condition and results of operations.
PRC laws and regulations governing our current business operations are sometimes vague and uncertain, and therefore, these risks may
result in a material change in our operations and the value of our ordinary shares or could significantly limit or completely hinder
our ability to offer or continue to offer our securities to investors and cause the value of such securities to significantly decline
or be worthless. Recently, the PRC government initiated a series of regulatory actions and statements to regulate business operations
in China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over
China-based companies listed overseas using a variable interest entity structure, adopting new measures to extend the scope of cybersecurity
reviews, and expanding the efforts in anti-monopoly enforcement.

 As confirmed by our PRC counsel, Grandall Law Firm,
we are not be subject to cybersecurity review with the Cyberspace Administration of China, or the "CAC," since we are not
an online platform operator or a critical information infrastructure operator (as defined in the Cybersecurity Review Measures) carrying
out data processing activities that affect or may affect national security, and currently do not have over one million users' personal
information and do not anticipate that we will be collecting over one million users' personal information in the foreseeable future,
which we understand might otherwise subject us to the Cybersecurity Review Measures; we are also not subject to network data security
review by the CAC if the Draft Regulations on the Network Data Security Administration are enacted as proposed, since we currently do
not have over one million users' personal information and do not collect data that affects or may affect national security and
we do not anticipate that we will be collecting over one million users' personal information or data that affects or may affect
national security in the foreseeable future, which we understand might otherwise subject us to the Security Administration Draft. As
of the date of this annual report, we have not received any inquiry, notice, warning, or sanctions regarding our planned overseas listing
from the China Securities Regulatory Commission, the CSRC, or any other PRC governmental authorities.

 On February 17, 2023, the CSRC released the Trial
Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies, or the Trial Measures, which came into effect
on March 31, 2023. On the same date, the CSRC circulated Supporting Guidance Rules No. 1 through No. 5, Notes on the Trial Measures,
Notice on Administration Arrangements for the Filing of Overseas Listings by Domestic Enterprises and relevant CSRC Answers to Reporter
Questions (collectively, the "Guidance Rules and Notice") on the CSRC's official website. The Trial Measures comprehensively
improve and reform the existing regulatory regime for overseas offering and listing of PRC domestic companies' securities and regulate
both direct and indirect overseas offering and listing of PRC domestic companies' securities by adopting a filing-based regulatory
regime. According to the Trial Measures, PRC domestic companies that seek to offer and list securities in overseas markets, either in
direct or indirect means, are required to fulfill the filing procedure with the CSRC and report relevant information. The Trial Measures
provide that an overseas listing or offering is explicitly prohibited, if: (i) such securities offering and listing is explicitly prohibited
by provisions in laws, administrative regulations and relevant state rules; (ii) the intended securities offering and listing may endanger
national security as reviewed and determined by competent authorities under the State Council in accordance with law; (iii) the domestic
company intending to make the securities offering and listing, or its controlling shareholder(s) and the actual controller, have committed
relevant crimes such as corruption, bribery, embezzlement, misappropriation of property or undermining the order of the socialist market
economy during the latest three years; (iv) the domestic company intending to make the securities offering and listing is currently under
investigations for suspicion of criminal offenses or major violations of laws and regulations, and no conclusion has yet been made thereof;
or (v) there are material ownership disputes over equity held by the domestic company's controlling shareholder(s) or by other
shareholder(s) that are controlled by the controlling shareholder(s) and/or actual controller. Where the company fails to fulfill the
filing procedure as stipulated by the Trial Measures, the CSRC may impose administrative regulatory measures, including orders for correction,
regulatory talks, and warning letters, and impose a fine of RMB 1 million to RMB 10 million, proportionate to the severity of the violations.

 If
we conduct a public offering of our shares, we may be required to comply with necessary filing procedures pursuant to the Trial Measures.
We have been actively collecting necessary filing documents for filing purposes to the CSRC, and we expect to file with the CSRC once
we have prepared all required filing documents, should our PRC counsel determine that we are required to file. As of the date of this
annual report, according to our PRC counsel, Grandall Law Firm, except for the filing procedure and listing under the Trial Measures,
no relevant PRC laws or regulations in effect require that we obtain permission from any PRC authorities to issue securities to foreign
investors, and we have not received any inquiry, notice, warning, sanction, or any regulatory objection to this offering from the CSRC,
the CAC, or any other PRC authorities that have jurisdiction over our operations.

 However, since these statements and regulatory
actions are newly published, it is highly uncertain what the potential impact such new laws and regulations will have on the daily business
operations of our subsidiaries, our ability to accept foreign investments, and our listing on a U.S. exchange. If we do not receive clearance
from the CSRC for such filing, or inadvertently conclude that such filing is not required, or applicable laws, regulations, or interpretations
change such that we are required to obtain approval in the future, we may be subject to an investigation by competent regulators, fines
or penalties, or an order prohibiting us from conducting an offering, and these risks could result in a material adverse change in our
operations and the value of our ordinary shares, significantly limit or completely hinder our ability to offer or continue to offer securities
to investors, or cause such securities to significantly decline in value or become worthless.

 According to Grandall Law Firm, our PRC counsel,
aside from the potential filing requirements in connection with this offering and any subsequent offering required under the Trial Measures,
no relevant laws or regulations in the PRC explicitly require us to seek approval from the China Securities Regulatory Commission for
our overseas listing plan. As of the date of this annual report, we and our PRC subsidiaries have not received any inquiry, notice, warning,
or sanctions from the China Securities Regulatory Commission or any other PRC governmental authorities. However, since these statements
and regulatory actions by the PRC government are newly published and official guidance and related implementation rules have not been
issued, it is highly uncertain how soon legislative or administrative regulation making bodies will respond and what existing or new
laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any, and the potential impact
such modified or new laws and regulations will have on our daily business operation, the ability to accept foreign investments and list
on a U.S. or other foreign exchange. In addition to the Trial Measures, the Standing Committee of the National People's Congress,
or the SCNPC, or other PRC regulatory authorities may, in the future, promulgate laws, regulations or implementing rules that requires
our company or any of our subsidiaries to obtain regulatory approval from Chinese authorities before offering in the U.S. In other words,
although the Company is currently not required to obtain permission from any of the PRC central or local government to obtain such permission
and has not received any denial to list on the U.S. exchange, operations could be adversely affected, directly or indirectly; our ability
to offer, or continue to offer, securities to investors would be potentially hindered and the value of our securities might significantly
decline or be worthless, by existing or future laws and regulations relating to its business or industry or by intervene or interruption
by PRC governmental authorities, if we or our subsidiaries (i) do not receive or maintain such permissions or approvals, (ii) inadvertently
conclude that such permissions or approvals are not required, (iii) applicable laws, regulations, or interpretations change and we are
required to obtain such permissions or approvals in the future, or (iv) any intervention or interruption by PRC governmental with little
advance notice.

 Item
1. Business

 Shanghai Muliang and its operating subsidiaries
primarily engage in the manufacturing and distribution of organic fertilizer and the sales of agricultural products in the PRC. Organic
fertilizer products are sold under our brand names "Zongbao," "Fukang," and "Muliang." Additionally,
our indirectly owned subsidiary Viagoo Pte Ltd, a Singapore company, is primarily focused on building smart document, operation, and
delivery platform for distribution and logistics companies.

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

 The VIE generates revenue mainly from organic fertilizers,
which accounted for approximately 91.5% and 95.8% of total revenue for the fiscal years ended December 31, 2022 and 2021, respectively.
The VIE currently have two integrated factories in Weihai City, Shandong Province, PRC to produce our organic fertilizers, which have
been in operations since August 2015 and plans to improve the technology for our existing organic straw fertilizer production lines in
the following aspects: (i) adopt more advanced automatic control technology for raw material feed to shorten the processing time of raw
material, and (ii) manufacture powdered organic fertilizer instead of granular organic fertilizer in order to avoid the drying and cooling
process, as such will increase our production capacity.

 Besides focuing on producing organic fertilizers,
the VIE also engage in the business of selling agriculture food products including apples, and as a sales agent for other large agriculture
companies in the PRC. In 2014, the VIE rented 350 mu (about 57.66 acres) of mountainous land as an apple orchard. The sales of apples
generated less than 1% of our total revenue for the fiscal years ended December 31, 2022 and 2021 respectively. We expect to generate
more revenues from the sales of apples as the apple orchards become more mature in the next few years.

 In addition, the VIE began the processing and
distribution of black goat products business in June 2023 and is currently constructing a deep-processing slaughterhouse and processing
plant which is expected to have the capacity of slaughtering 200,000 black goats per year in Chuxiong City, Yunnan Province, in China.
Our black goat processing products including goat rib lets, goat loin roast, goat loin chops, goat rack, goat leg, goat shoulder, goat
leg shanks, ground goat, goat stew meat, whole goat, half goat, lamb viscera, etc. Revenue from the black goat products is expected to
begin in 2023.

 The 42,895 square meters of industrial land and
28,549 square meters of factory and office space located in Jinshan District, Shanghai was sold for RMB 74.52 million (US$11.42 million),
and the transaction has been settled as of December 31, 2021. The assets mainly include: (i) 22,511 square meters of industrial land
and 10,373 square meters of plant area and organic straw fertilizer production line in Weihai City, Shandong Province, and (ii) over
$2 million investment of land use right and the black goat slaughtering and processing plant located in Shuangbai County, Chuxiong City,
Yunnan Province, in China.

 History

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

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

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

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

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

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

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

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

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

 On
 September 3, 2015, Mullan Agritech effected a split of its outstanding common stock resulting
 in an aggregate of 75,262,500 shares outstanding of which 60,000,000 were owned by Chenxi
 Shi, the founder of Mullan Agritech and its then sole officer and director. The remaining
 15,262,500 were held by a total of 39 investors.

 On January 11, 2016, Mullan Agritech issued 64,737,500
shares of its common stock to Lirong Wang for an aggregate consideration of $64,737.50. On the same date, Chenxi Shi, the then sole officer
and director of Mullan Agritech on that date, transferred 60,000,000 shares of common stock of the Company held by him to Lirong Wang
for $800 pursuant to a transfer agreement.

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

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

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

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

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

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

 On February 22, 2016 and June 8, 2017, Shanghai Muliang
established a 65% owned subsidiary of Maguan Jiamu Agricultural Development Co., Ltd (Maguan), and a 100% owned subsidiary of Anhui Muliang
Agricultural Biotechnology Co., Ltd (Anhui Muliang) respectively. Since its establishment, both of the Companies have no operation.

 On
 June 19, 2020, the Company entered into a Share Exchange Agreement with Viagoo Pte Ltd. and
 all the shareholders of Viagoo for the acquisition of 100% equity interest of Viagoo. Pursuant
 to the SEA, Muliang shall purchase from Viagoo Shareholders all of Viagoo Shareholder's
 right, title and interest in and to the Viagoo's capital stock. The aggregate purchase
 price for the Shares was US$2,830,800, paid in 505,500 shares of the Company's restricted
 common stock, valued at $5.60 per share.

 On December
16, 2022, the Company entered into a Share Purchase Agreement with Viagoo Inc. (the "Buyer"), pursuant to which the Buyer
purchased 100% of the issued and outstanding ordinary shares of Viagoo Pte Ltd., a Singapore private limited liability company and a
100% parent company of NexG Pte. Ltd., and TPS Solutions Hong Kong Limited, from the Company in exchange for a consideration of US$ 5,254,001.20
to be paid to the Company.

 Muliang HK, Shanghai Mufeng, Shanghai Muliang, Shanghai
Zongbao, Zongbao Cangzhou, Muliang Sales, Fukang, Agritech Development, Yunnan Muliang, Zhonglia, Anhui Muliang, Maguan, and Viagoo are
referred to as subsidiaries. The Company and its consolidated subsidiaries are collectively referred to herein as the "Company",
"we" and "us", unless specific reference is made to an entity.

 On April 4, 2019, the Company's Board of
Directors and majority shareholder approved a 5 to 1 reverse stock split of all of the issued and outstanding shares of the Company's
common stock, the change of corporate name from "Mullan Agritech Inc." to "Muliang Agritech Inc.", and the creation
of fifty million (50,000,000) shares of Blank Check Preferred Stock.

 On April 5, 2019, we filed a Certificate of Amendment
to our Articles of Incorporation with the Secretary of State of the State of Nevada to reflect the Name Change and to authorize the creation
of Blank Check Preferred Stock. As a result, the capital stock of the Company consists of 250,000,000 shares of common stock, $0.0001
par value, and 50,000,000 shares of blank check preferred stock, $0.0001 par value. To the fullest extent permitted by the laws of the
State of Nevada, as the same now exists or may hereafter be amended or supplemented, the Board of Directors may fix and determine the
designations, rights, preferences or other variations of each class or series within each class of preferred stock of the Company. The
Company may issue the shares of stock for such consideration as may be fixed by the Board of Directors.

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

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

 On
June 26, 2020, the Company filed a Certificate of Amendment to its Articles of Incorporation with the Secretary of the State of the State
of Nevada, changing its name from "Muliang Agritech, Inc." to "Muliang Viagoo Technology, Inc.".

 On
December 16, 2022, the Company entered into a share purchase agreement (the "Agreement") with Viagoo Inc. (the "Buyer"),
pursuant to which the Buyer purchased 100% of the issued and outstanding ordinary shares of Viagoo Pte Ltd., a Singapore private limited
liability company and a 100% parent company of NexG Pte. Ltd., and TPS Solutions Hong Kong Limited, from the Company in exchange for
a consideration of US$ 5,254,001.20.

 On February 24, 2023,our Board of Directors declared
a two-for-one reverse stock split of our common stock and Series A Preferred Stock. There was no effect on total stockholders'
equity, and the par value per share of our both common stock and Series A Preferred Stock remains unchanged at $0.0001 per share after
the reverse stock split. All references made to share or per share amounts in the accompanying condensed consolidated financial statements
and applicable disclosures have been retroactively adjusted to reflect the effects of the reverse stock split.

 As of December 31, 2022, there were 19,251,477
common shares of the Company issued and outstanding, and 9,500,000 preferred shares issued and outstanding.

 Contractual
Arrangements

 As a holding company with no material operations,
Muliang Viagoo conducts a substantial majority of its operations through Shanghai Mufeng and Shanghai Muliang, a variable interest entity
based in China. We are not a Chinese operating company. Muliang Viagoo receives economic benefits from Shanghai Muliang's business
operations in China through certain contractual arrangements (the "VIE" Agreements"), and because of this, we are regarded
as the primary beneficiary of Shanghai Muliang for accounting purposes, and, therefore, we are able to consolidate the financial results
of Shanghai Muliang in our consolidated financial statements in accordance with U.S. GAAP. However, we and our subsidiaries have zero
equity ownership in Shanghai Muliang, and it is likely that investors in this offering will never hold ownership interests, direct or
indirect, in the VIE and would merely have a contractual relationship. Additionally, Shanghai Mufeng's economic benefits are limited
by the terms of the VIE Agreements. The VIE structure cannot completely replicate a foreign investment in China-based companies. Instead,
the VIE structure provides contractual exposure to foreign investment the Chinese operations.

 The VIE Agreements that were entered include:
(i) Voting Rights Proxy Agreement and Irrevocable Power of Attorney, (ii) Exclusive Option Agreement (iii) Spousal Consent; and (iv)
Loan Agreement. VIE Agreements that enable Muliang Viagoo to receive substantially all of the economic benefits from the VIE include
(i) Equity Interest Pledge Agreement; and (ii) Master Exclusive Service Agreement. We are subject to certain legal and operational
risks associated with being based in China and having a majority of operations through the contractual arrangements with the VIE (collectively
the "VIE Agreements").

 Each
of the VIE Agreements is described in detail below:

 Voting
Rights Proxy Agreement and Irrevocable Power of Attorney

 Under
which each shareholder of the VIEs grant to any person designated by WFOEs to act as its attorney-in-fact to exercise all shareholder
rights under PRC law and the relevant articles of association, including but not limited to, appointing directors, supervisors and officers
of the VIEs as well as the right to sell, transfer, pledge and dispose all or a portion of the equity interest held by such shareholders
of the VIEs. The proxy and power of attorney agreements will remain effective as long as WFOEs exist. The shareholders of the VIEs do
not have the right to terminate the proxy agreements or revoke the appointment of the attorney-in-fact without written consent of the
WFOEs.

 Exclusive
Option Agreement

 Under
which each shareholder of the VIEs granted 9F or any third party designated by 9F the exclusive and irrevocable right to
purchase from such shareholders of the VIEs, to the extent permitted by PRC law and regulations, all or part of their respective
equity interests in the VIEs for a purchase price equal to the registered capital. The shareholders of the VIEs will then return the
purchase price to 9F or any third party designated by 9F after the option is exercised. 9F may transfer all or part of its option to
a third party at its own option. The VIEs and its shareholders agree that without prior written consent of 9F, they may not transfer
or otherwise dispose the equity interests or declare any dividends. The restated option agreement will remain effective until 9F or
any third party designated by 9F acquires all equity interest of the VIEs.

 Spousal
Consent

 The
spouse of each shareholder of the VIEs has entered into a spousal consent letter to acknowledge that he or she consents to the disposition
of the equity interests held by his or her spouse in the VIEs in accordance with the exclusive option agreement, the power of attorney
and the equity pledge agreement regarding VIE structure described above, and any other supplemental agreement(s) may be consented by
his or her spouse from time to time. Each such spouse further agrees that he or she will not take any action or raise any claim to interfere
with the arrangements contemplated under the mentioned agreements. In addition, each such spouse further acknowledges that any right
or interest in the equity interests held by his or her spouse in the VIEs do not constitute property jointly owned with his or her spouse
and each such spouse unconditionally and irrevocably waives any right or interest in such equity interests.

 Loan
Agreement

to the loan agreements between WFOEs and each shareholder of the VIEs, WFOEs extended loans to the shareholders of the VIEs, who had
contributed the loan principal to the VIEs as registered capital. The shareholders of VIEs may repay the loans only by transferring their
respective equity interests in VIEs to 9F Inc. or its designated person(s) pursuant to the exclusive option agreements. These loan agreements
will remain effective until the date of full performance by the parties of their respective obligations thereunder.

 Equity
Interest Pledge Agreement

to equity interest pledge agreement, each shareholder of the VIEs has pledged all of his or her equity interest held in the VIEs to WFOEs
to secure the performance by VIEs and their shareholders of their respective obligations under the contractual arrangements, including
the payments due to WFOEs for services provided. In the event that the VIEs breach any obligations under these agreements, WFOEs as the
pledgees, will be entitled to request immediate disposal of the pledged equity interests and have priority to be compensated by the proceeds
from the disposal of the pledged equity interests. The shareholders of the VIEs shall not transfer their equity interests or create or
permit to be created any pledges without the prior written consent of WFOEs. The equity interest pledge agreement will remain valid until
the master exclusive service agreement and the relevant exclusive option agreements and proxy and power of attorney agreements, expire
or terminate.

 Master
Exclusive Service Agreement

to exclusive service agreement, WFOEs have the exclusive right to provide the VIEs with technical support, consulting services and other
services. WFOEs shall exclusively own any intellectual property arising from the performance of the agreement. During the term of this
agreement, the VIEs may not accept any services covered by this agreement provided by any third party. The VIEs agree to pay service
fees to be determined and adjusted at the sole discretion of the WFOEs. The agreement will remain effective unless WFOEs terminate the
agreement in writing.

 All of these contractual arrangements are governed by PRC law and provide for the resolution of disputes
through arbitration in the PRC. However, the validity and enforcement of the VIE Agreements because they have not been tested in a court
of law. The legal environment in the PRC is not as developed as in some other jurisdictions, such as the United States, and PRC
laws and regulations governing the VIE's current business operations are sometimes vague and uncertain, and therefore, these risks
may result in a material change in the VIE's operations, significant depreciation of the value of our common stock, or a complete
hindrance of our ability to offer or continue to offer our securities to investors and cause the value of such securities to significantly
decline or be worthless.

 As a result of the WFOE and the VIE Agreements,
we are regarded as the primary beneficiary of the VIE. If Shanghai Muliang and its subsidiary or the Shanghai Muliang Shareholders fail
to perform their respective obligations under the contractual arrangements, we could be limited in our ability to enforce the contractual
arrangements with Shanghai Muliang and its subsidiary and therefore we may have to incur substantial costs and expend additional resources
to enforce such arrangements. The VIE structure is used to provide contractual exposure to foreign investment in Chinese-based companies
where Chinese law prohibits direct foreign investment in the operating companies. We and our subsidiaries have zero equity ownership
in Shanghai Muliang, the VIE. It is likely that investors in this offering will never hold ownership interests, direct or indirect, in
the VIE and would merely have a contractual relationship. While the VIE, Shanghai Muliang, is not currently engaging in businesses where
direct foreign investment is prohibited, the VIE may engage in such business in the future and therefore the VIE structure was implemented
to allow flexibility prior our listing on the OTC Markets in 2016.

 Our corporate structure is subject to risks associated
with our contractual arrangements with the VIE. The company and its investors may never have a direct nor indirect ownership interest
in the businesses that are conducted by the VIE. These arrangements may not be as effective as direct ownership in providing operational
control over the VIE. Uncertainties in the PRC legal system could limit our ability to enforce these contractual arrangements,
and these contractual arrangements have not been tested in a court of law. If the PRC government finds that the agreements that establish
the structure for operating our business in China do not comply with PRC laws and regulations, or if these regulations or the interpretation
of existing regulations change or are interpreted differently in the future, we and the VIE could be subject to severe penalties or be
forced to relinquish our interests in those operations. This would result in the VIE being deconsolidated. The majority of our assets,
including the necessary licenses to conduct business in China, are held by the VIE. A significant part of our revenues is generated by
the VIE. An event that results in the deconsolidation of the VIE would have an adverse material effect on operations and may result in
the value of the securities diminishing substantially or even becoming worthless. Our holding company, our PRC subsidiaries and VIE,
and investors of Muliang face uncertainty about potential future actions by the PRC government that could affect the enforceability of
the contractual arrangements with the VIE and, consequently, significantly affect the financial performance of the VIE and our company
as a whole.

 Additionally,
 we are subject to risks due to uncertainty of the interpretation and the application of the
 PRC laws and regulations, including but not limited to, the limitation on foreign ownership
 of internet technology companies, and regulatory review of oversea listing of PRC companies
 through a special purpose vehicle, and the validity and enforcement of the VIE Agreements.
 We are also subject to the risks of uncertainty about any future actions of the PRC government
 in this regard. The VIE Agreements may not be effective in deriving benefits from Shanghai
 Muliang as a direct foreign investment or control through ownership. We may also be subject
 to sanctions imposed by PRC regulatory agencies, including the Chinese Securities Regulatory
 Commission if we fail to comply with their rules and regulations. If the Chinse regulatory
 authorities disallow this VIE structure in the future, it will likely result in a material
 change in our financial performance and our results of operations and/or the value of our
 common stock, which could cause the value of such securities to significantly decline or
 become worthless. Additionally, as more stringent criteria have been imposed by the SEC and
 the Public Company Accounting Oversight Board recently, our securities may be prohibited
 from trading if our auditor cannot be fully inspected.

 Additionally,
we are subject to certain legal and operational risks associated with the VIE's operations in China. PRC laws and regulations governing
the VIE's current business operations are sometimes vague and uncertain, and therefore, these risks may result in a material change
in the VIE's operations, significant depreciation of the value of our common stock, or a complete hindrance of our ability to offer
or continue to offer our securities to investors. Recently, the PRC government initiated a series of regulatory actions and statements
to regulate business operations in China with little advance notice, including cracking down on illegal activities in the securities
market, enhancing supervision over China-based companies listed overseas using variable interest entity structure, adopting new measures
to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. Since these statements and regulatory
actions are new, it is highly uncertain how soon legislative or administrative regulation making bodies will respond and what existing
or new laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any, and the potential
impact such modified or new laws and regulations will have on our daily business operation, the ability to accept foreign investments
and list on an U.S. or other foreign exchange.

 The
tables below demonstrate the quantitative metrics of the U.S. holding company and the VIE (Shanghai Muliang Industry Co., Ltd.), for
the fiscal years ended December 31, 2022 and 2021. Please read this data together with our consolidated financial statements and
related notes included in the registration statement of which this prospectus is a part.

 Quantitative Metrics of the VIE, Shanghai Muliang Industry Co., Ltd.

 As
of and for the year ended December 31, 2022

 Shanghai
 Industry
 Co., Ltd.(VIEs)

 % of the

 $
 17,244,572

 $
 17,334,522

 %

 Non-current assets

 7,698,043

 7,756,931

 %

 24,942,615

 25,091,453

 %

 7,967,596

 9,221,958

 %

 Non-current liabilities

 67,573

 76,126

 %

 8,035,169

 9,298,084

 %

 16,907,446

 15,793,369

 %

 11,049,883

 11,853,252

 %

 Cost of goods sold

 6,358,418

 6,923,717

 %

 4,691,465

 4,929,535

 %

 717,254

 1,221,611

 %

 Income before taxes

 3,622,824

 3,358,421

 %

 %

 (1,315,795
)

 (1,302,022
)

 %

 Net cash provided by (used in) investing activities

)

)

 %

 $

 $

 %

 Parent
 company

 WFOE
 (Shanghai Mufeng) - Note 3

 Shanghai
 Muliang Industry Co., Ltd. and its subsidiaries (the VIEs)

 Subsidiaries

 Elimination
 of intercompany balances

 %
 of the Consolidated Financials

 A

 B

 C

 D

 E

 F=A+B+C+D+E

 G=C/F

 Cash and cash equivalence

 $
 -

 -

 8,122

 65,191

 -

 73,313

 %

 -

 -

 17,236,450

 98,072

 -

 17,334,522

 %

 Intercompany receivable from VIE

 -

 Note 3

 10,725,311

 -

 -

 (10,725,311
)

 -

 N/A

 Investment in Subsidiaries

 1,930,814

 Note 1

 -

 -

 -

 (1,930,814
)

 -

 N/A

 $
 1,930,814

 10,725,311

 24,942,615

 148,838

 (12,656,125
)

 25,091,453

 %

 11,784

 31,081

 7,967,596

 1,211,497

 9,221,958

 %

 Intercompany payable to WFOE

 -

 -

 10,725,311

 -

 (10,725,311
)

 -

 N/A

 $
 11,784

 31,081

 8,035,169

 1,220,050

 9,298,084

 %

 $
 1,919,030

 10,694,230

 16,907,446

 Note 2

 (1,071,212
)

 (12,656,125
)

 15,793,369

 %

 -

 -

 11,049,883

 803,369

 -

 11,853,252

 %

 -

 -

 4,691,465

 238,070

 -

 4,929,535

 %

 Service fee expense from VIE to WFOE

 -

 -

 -

)

 -

 N/A

 -

 -

 3,673,447

 738,362

)

 1,221,611

 %

 Operating Income

 -

 4,208,216

 (500,292
)

)

 3,707,924

 %

 Income from VIE

 -

 -

 -

)

 -

 N/A

 Income (loss) from equity method investment

 -

 -

 -

 (3,460,860
)

 -

 N/A

 Net income (loss)

 $

 -

 (270,662
)

 (6,651,058
)

 %

 Total Comprehensive Income

 1,169,526

 (73,722
)

 (6,651,058
)

 1,095,804

 %

 OPERATING ACTIVITIES

 (270,662
)

 (6,651,058
)

 %

 Equity in earnings of subsidiaries

 (3,460,860
)

 -

 -

 -

 N/A

 Intercompany receivable / payable between WFOE and
 VIE

 -

)

 -

 -

 -

 N/A

 Net cash provided by (used in) operating
 activities

 $
 -

 -

 (1,315,795
)

 13,773

 -

 (1,302,022
)

 %

 Net cash provided by (used in) investment
 activities

 -

 -

)

 -

 -

)

 %

 Net cash provided by (used in) financing
 activities

 $
 -

 -

 -

 -

 %

 Note 1 The investment refers to the acquisition
of 100% shares of Viagoo Pte Ltd, paid in 1,011,000 shares on June 19, 2020, by the Company.

 Note 2 The Company's shareholders
would not hold any ownership interest, direct or indirect, in the operating company in China, i.e. the VIE, and would merely have a contractual
relationship with the VIE.

 Note 3 The intercompany balances of $10,725,311
between the WOFE and the VIE arise from the service fee income payable to the WOFE by the VIE; the intercompany balances do not include
any loans between the WOFE and the VIE. The amount is accumulated from the date that the VIE agreements when into effect on February
16, 2016. As the Company has disclosed, the VIE has not paid amounts in cash or other means to settle the payables balances owed by the
VIE to the WOFE.

 As
of and for the year ended December 31, 2021

 Shanghai Muliang Industry Co.,

 Ltd.(VIEs)

 % of the

 $
 18,972,383

 $
 19,173,830

 %

 Non-current assets

 8,995,363

 9,726,617

 %

 27,967,746

 28,900,447

 %

 12,794,076

 13,770,110

 %

 Non-current liabilities

 422,480

 422,480

 %

 13,216,556

 14,192,590

 %

 14,751,190

 14,707,857

 %

 9,731,082

 10,635,402

 %

 Cost of goods sold

 5,910,793

 6,388,771

 %

 3,820,289

 4,246,631

 %

 1,527,941

 2,501,093

 %

 Income before taxes

 2,462,471

 1,946,158

 %

 %

 5,484,916

 4,930,236

 %

 Net cash provided by (used in) investing activities

)

)

 %

 $
 (4,328,560
)

 $
 (4,363,568
)

 %

 Parent company

 WFOE (Shanghai Mufeng) - Note 3

 Shanghai Muliang Industry Co., Ltd.
 and its subsidiaries (the VIEs)

 Subsidiaries

 Elimination of
 intercompany
 balances

 Consolidated Financials

 % of the Consolidated Financials

 A

 B

 C

 D

 E

 F=A+B+C+D+E

 G=C/F

 Cash and cash equivalence

 $
 -

 -

 6,226

 31,787

 -

 %

 -

 -

 18,972,383

 201,447

 -

 19,173,830

 %

 Intercompany receivable from VIE

 -

 7,535,113

 -

 -

 (7,535,113
)

 -

 N/A

 Investment in Subsidiaries

 2,201,476

 Note 1

 -

 -

 -

 (2,201,476
)

 -

 N/A

 $
 2,201,476

 7,535,113

 27,967,746

 932,701

 (9,736,589
)

 28,900,447

 %

 26,318

 5,823

 12,788,253

 949,716

 -

 13,770,110

 %

 Intercompany payable to WFOE

 -

 -

 7,535,113

 -

 (7,535,113
)

 -

 N/A

 $
 26,318

 5,823

 20,745,846

 949,716

 (7,535,113
)

 14,192,590

 %

 $
 2,175,158

 7,529,290

 7,221,900

 Note 2

 (17,015
)

 (2,201,476
)

 14,707,857

 %

 -

 (1,676
)

 9,732,758

 904,320

 -

 10,635,402

 %

 -

 (1,676
)

 3,821,965

 426,342

 -

 4,246,631

 %

 Service fee expense from VIE to WFOE

 -

 -

 -

)

 -

 N/A

 -

 -

 3,782,843

 973,152

)

 2,501,093

 %

 Operating Income

 -

 -

 2,292,348

 1,708,092

)

 1,745,538

 %

 Income from VIE

 -

 -

 -

)

 -

 N/A

 Income (loss) from equity method investment

 -

 -

 -

)

 -

 N/A

 Net income (loss)

 $

 2,253,226

 -

 (522,049
)

)

 %

 Total Comprehensive Income

 2,253,226

 375,277

 (522,049
)

)

 2,106,454

 %

 OPERATING ACTIVITIES

 -

 (522,049
)

)

 %

 Equity in earnings of subsidiaries

)

 -

 -

 -

 -

 N/A

 Intercompany receivable / payable between WFOE and VIE

 -

)

 -

 -

 -

 N/A

 $
 -

 2,253,226

 5,486,592

 (370,174
)

 (2,439,408
)

 4,930,236

 %

 Net cash provided by (used in) investment activities

 -

 -

)

 -

 -

)

 %

 $
 -

 -

 (4,328,560
)

 (35,008
)

 -

 (4,363,568
)

 %

 Our
Industry

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

 In
China, straw exists in a large quantity and has a wide variety of uses and broad distribution. The annual output of straw is more than
700 million tons, according to the China Industry Information Network's report on "2017 China Straw Resource Reserves and
Utilization Market Overview." Straw contains more than 3 million tons of nitrogen, more than 700,000 tons of phosphorus and nearly
7 million tons of potassium; this is equivalent to more than a quarter of the amount of fertilizer China's currently uses and equivalent
to 300 million tons of standard coal. Unfortunately, nearly 100 million tons of straw chaff are burned directly in the fields every year,
which not only seriously damages the beneficial bacteria in the soil surface but directly leads to severe air pollution and increases
the greenhouse effect. With such a significant amount of straw production in China, if even a part of the straw can be recycled each
year, it will bring huge, sustainable recycling resources to the fertilizer industry. On November 25, 2015, the National Development
and Reform Commission, the Ministry of Finance, the Ministry of Agriculture and the Ministry of Environmental Protection jointly issued
a notice, requiring the utilization rate of straw to exceed 85% by 2020.

 The
market demand in China for organic fertilizer is significant. According to the National Bureau of Statistics in 2019, the China national
sales volume of organic fertilizers in 2018 was 133.42 million tons. According to the current policy of encouraging less use of chemical
fertilizer, improving the quality of agricultural products and restoring land, it is estimated that the demand of organic fertilizers
will increase to 180 million tons by 2020. At the same time, according to a governmental advocate of increasing proportion of organic
fertilizer to 50% of the total use of fertilizer, the demand in China for organic fertilizer will reach more than 500 million tons by
2030.

 The
Environmental Benefits of Promoting Organic Straw Fertilizer

 Lower
Air Pollution- If each county area builds straw disposal factories that can handle even 100,000 tons of waste, 100 counties can offset
the damage from destructive burning equivalent to approximately 10 million tons of straw. This would reduce carbon dioxide emissions
by 15 million tons and reduce a huge amount of carbon monoxide, volatile organic particles (PM), nitrogen oxides, benzene, polycyclic
aromatic hydrocarbons and other harmful gases released into the atmosphere.

 Lower
soil pollution and greater environment restoration- Straw is a circulating agricultural resource and the best organic fertilizer
resource, according to Baidu. Organic straw fertilizer is also the main agricultural tool used to convert wasteland, tidal flats, and
saline-alkali land into arable land. It is also the primary tool in transforming barren land into medium-low yield fields and to upgrade
medium-low yield fields to high-quality fertile fields.

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

 The
High Growth of Logistics and Last Mile Delivery Market in China

to research done by Reportlinker.com (
the global last mile delivery market is estimated to reach USD 53.4 billion by 2027. China, the world's second largest economy
is expected to reach a market size of USD 9.3 billion by the year 2027, representing a compound annual growth rate (CAGR) of 7.1% over
the analysis period of 2020 to 2027.

 With
Muliang Viagoo's last mile delivery platform, we are in a good position to aggregate the carriers and merchant's orders by
taking advantage of route optimization and tracking technologies to drive down the cost per delivery. The platform has the ability to
expand beyond Muliang's business network of organic fertilizer supplies to food distribution, restaurants, and eCommerce merchants.

 Our
Products

 The Company and the VIE are committed to ensuring
the quality of its agricultural products. We aim to provide high-quality and environmentally friendly organic straw fertilizer for our
customers. Our organic fertilizers are the products of natural decomposition and are easy for plants to absorb and digest. Our powder
form fertilizer maximizes the survival rate of microorganisms, ensures faster nutrient absorption, and increases soil improvement seed
and processing productivity. While the operations are primarily engaged in producing organic fertilizers, we also sell agriculture food
products such as apples. Revenues are mainly generated from organic fertilizers, which constituted approximately 93.2% and 91.5% of our
total revenue for the fiscal years ended December 31, 2022 and 2021, respectively. The sales of apples generated less than 1%
of our total revenue for the fiscal years ended December 31, 2022 and 2021, respectively. In addition, we invested in the construction
of a deep-processing slaughterhouse which is expected to have the capacity of slaughtering 200,000 black goats per year in Chuxiong City,
Yunnan Province, China. We expect to complete the construction in June 2023 and start generating revenues from the black goat processing
products in the third quarter of 2023.

 Organic
Fertilizer

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

 Soil
 improvement and preparation fertilizer, which includes compound microbes, probiotics that
 can supplement microorganisms and trace elements of soil. It can be used as both starter
 fertilizer and regular fertilizer;

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

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

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

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

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

 Corn
 and peanuts fertilizer that are specially used for corns and peanuts.

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

 Apple
Orchard

 In 2014, we leased 350 mu (about 57.66
acres) of mountainous land as an apple farm and, for the purpose of using our own fertilizer to demonstrate the advantages of our organic
straw fertilizer. The selling of apples generated less than 1% of our total revenue for the fiscal years ended December 31, 2022, and
2021, respectively. As the apple trees become more mature, we expect to generate more revenues from the sales of apples in the future.

 Future
Products

 Black
Goat Processing Products

 Currently we invested in a goat slaughtering
and processing factory located in Shuangbai County, Chuxiong City, Yunnan Province, PRC starting in 2018. This factory is expected to
be completed in June 2023 with a capacity of deep processing of 200,000 black goats per year. Our products will include goat riblets,
goat loin roast, goat loin chops, goat rack, goat leg, goat shoulder, goat leg shanks, ground goat, goat stew meat, whole goat, half
goat, and lamb viscera, etc. We expect to commence sales of black goat processing products and start generating revenue in the third
quarter of 2023.

 Forage
Grass

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

 Our
Technology and Manufacturing Process

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

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

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

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

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

 Sales
and Marketing

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

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

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

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

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

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

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

 Suppliers
and Customers

 Suppliers

 Most
of our suppliers are local suppliers from Qingdao city, Shandong province. The main raw materials for organic feeds include: (i) hydrolysed
crop straw, which are chemically decayed wheat straw, corn straw and other kinds of crop straw, accounting for about 54% of the total
raw materials; (ii) plant ash (Potassium carbonate, K 2 CO 3), accounting for estimated 4% of the total raw materials;
and (iii) Humic acid, accounting for about 3% of the total raw materials. Other auxiliary materials include monoammonium phosphate, urea,
etc.

 The following table sets forth information
as to each supplier that accounted for 10% or more of the Company's purchase for the years ended December 31, 2022 and 2021.

 For the years ended December 31,

 Suppliers

 2022

 2021

 %

 %

 A

 678,040

 %

 977,168

 %

 B

 3,735,133

 %

 913,496

 %

 C

 N/A

 N/A

 837,216

 %

 D

 N/A

 N/A

 623,261

 %

 E

 N/A

 N/A

 621,401

 %

 Customers

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

 The
following table sets forth information as to each customer that accounted for 10% or more of the Company's revenues for the years
ended December 31, 2022 and 2021.

 For the years ended December 31,

 Customer

 2022

 2021

 %

 %

 Guangzhou Lvxing Organic Agricultural Products Co., Ltd

 4,774,456

 %

 3,521,542

 %

 Guangzhou Xianshangge Trading Co., Ltd

 4,503,761

 %

 3,414,994

 %

 Our
Growth Strategy

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

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

 We plan to construct a new organic fertilizer
factory in Heilongjiang Province, China. We have entered into a strategic cooperation agreement with Suihua City of Heilongjiang Province
to produce a total of 1 million tons of organic fertilizer. We expect to produce 107,000 tons of organic fertilizer in 2023 and the remaining
within the next 10 years. In addition, we will establish warehouse and distribution center in Heilongjiang Province, which is expected
to accelerate penetration in the local and regional market.

 Increase
Sources of Revenue by Expanding Our Current Business

 We have a slaughtering and processing plant for
black goats under construction in Yunnan Province, China. We expect the plant to begin operations in June 2023 and start generating revenue
in the third quarter of 2023. Demand for lamb in China as an alternative to pork is increasing due to growing concern on swine disease
and pork quality. We plan to offer lamb and lamb products to consumers via a subscription program available on our website and mobile
app in the future.

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

 We have invested significant capital in the development
and improvement of our products. One of the R&D results introduced us to a type of forage grass that contains 30% more protein than
other crops. We plan to work with the forage grass farmers in Xinjiang Province and to produce plant protein powder from the forage grass
to be used in food and beverages in 2023.

 Growth
Strategy in Viagoo Online Smart Logistics

 The
Chinese smart logistics industry reached a total size of USD 37 billion in 2017 and is projected to reach a size of USD 135 billion by
the year 2024. (

 As
of 2018, there were 25.68 million registered trucks in China based on data shown in Statista.com. To ride on the growth trend and capitalize
the emerging growth potential, Muliang Viagoo will be implementing the Viagoo Technology platform in China and targeting the China fleet
owners and truck drivers.

 The
Viagoo VTM is a very apt and synergistic logistic platform for the Chinese logistic market as it has huge geographical distance and a
huge population of truck drivers. They can collaborate by job listings/postings, sub listings and job bookings in a resource sharing
model. Muliang Viagoo can potentially extend to seek further value-added revenue streams deriving, for example, from insurance and soliciting
job bookings.

 Mitigating
empty return trips for truck drivers and fleet operators is a key reason to join and onboard our VTM platform as it leads to cost reductions
and added revenue. The onboarding of retailers, malls, and ecommerce (shippers) who are the source of demand generation in tandem with
truck drivers and fleet owners (the carriers) are the fulfilment of demand, hence forming a sought-after business equilibrium.

 With
Muliang Viagoo's connections to farms, malls, logistics service providers in conjunction with VTM platform, we are well poised
to pave way to gain quicker inroads into China logistic markets to seek business growth as planned.

 As
for South East Asia, third party logistics market accounted for US$ 36.4 billion in 2017 and is expected to grow at a CAGR of 5.5% over
the forecast period 2018-2025, to account for US$ 55.7 billion in 2025. Viagoo platform is well positioned in the regional technology
hub of ASEAN and we are targeting to have a strong growth in these markets.

 In
China, we plan to adopt a three phases approach. In phase 1, the platform will be opened to Muliang's businesses and business partners.
The platform will enable participating merchants to take advantage of Viagoo's digital technology to improve efficiency and lower
costs. We plan to onboard truck drivers to the platform to list their services. To entice the drivers to join, we plan to partner with
local insurance and finance companies to offer discounts in insurance coverage and truck leasing.

 In
phase 2, we plan to use data analytics technology to provide forecasts on supply and demand across provinces and delivery locations.
With the improved data, the platform services is expected to expand the market coverage to other cities and provinces. We plan to deploy
blockchain technology to enhance data and transaction security. Using a distributed ledger, the data is protected and transparent between
the respective stakeholders.

 In
phase 3, we plan to expand the partner network to include other supportive merchants to offer their services at the key rest stops across
the strategic locations.

 Outside
China, we plan to work with joint venture partners in target countries to establish our platform services. This is to ensure a quick
deployment of the services and reduce the political and cultural differences. The target countries include Malaysia, Hong Kong SAR, and
Indonesia.

 We
also plan to look at introducing specialized services such as medicine delivery linking to hospital and clinical systems for on demand
dispensing.

 Competitive
Advantages

 Competitive
Advantages of Our Technology

 Quick
 disposal: straw can be broken down into powder in three hours.

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

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

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

 Less
 space: a plant capable of handling the disposal of 80,000 tons of straw only requires 6.6 - 8.2 acres of land.

 Strong
 replicability: our technology and production line can be replicated in different countries.

 Competitive
Advantage of Our Products

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

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

 Intellectual
Property

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

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

 Patents

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

 No.

 Patent Name

 Patent Number

 Certificate Number

 Pressure relief material discharge and storage device

 ZL2009200705204

 130427

 Chemical catalytic hydrolysis tank

 ZL2009200705219

 1370181

 Material storage bin with crusher

 ZL2009200706156

 1370214

 Pneumatic check valve type tank cap

 ZL2009200706160

 1370180

 Regenerative heat exchanger

 ZL2009200705223

 1419186

 Method for preparing novel material by catalyzing and hydrolyzing
 mud through microwave inducing

 ZL2008100346358

 814191

 Method for removing heavy metals from activated sludge

 ZL2009100494481

 1224500

 Method for comprehensively treating grating garbage and activated
 sludge in sewage plant

 ZL2009100494462

 1276553

 Method for preparing water soluble quick-acting organic fertilizer
 from activated sludge

 ZL2009100494458

 1311657

 Mechanical force chemical treating method for organic solid wastes

 ZL2009100494477

 1372950

 Method for preparing fuel oil by activated sludge in pipe bundle
 cracking furnace

 ZL2011100405076

 1513772

 Method for directly flashing treated water into superheated steam
 and application

 ZL2011100405127

 2306463

 The
 validity of utility model patent is ten years. It was noticed that five of the utility model
 patents owned by the Company were expired in April 2019 and were not extendable. The Company
 has noticed the situation and is planning to submit patent applications in another country
 to protect their intellectual property.

 However,
 the expired patents has little impact on the company. And the Company also improved some
 patents although there is no further successful patent extension so far.

 Trademarks

 We
own several trademarks through our subsidiaries and/or VIE entities, including Muliang, Zongbao, Xiutubao, Vijifeng, Jingletu, and Huangdicao.
Muliang and Zongbao are our company's brand names.

 Our
Employees

 As of the date hereof, we have 110 full-time
employees. The following table sets forth the number of our employees by function:

 Functional Area

 Number of
 Employees

 Senior management

 Sales, Technical and Procurement

 IT Development & Solutions

 Accounting

 Human resources and administrative personnel

 Warehouse

 Factory

 Total

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

 Holding
Foreign Companies Accountable Act

 U.S.
laws and regulations, including the Holding Foreign Companies Accountable Act, or HFCAA, may restrict or eliminate our ability to complete
a business combination with certain companies, particularly those acquisition candidates with substantial operations in China.

 On
March 24, 2021, the SEC adopted interim final rules relating to the implementation of certain disclosure and documentation requirements
of the Holding Foreign Company Accountable Act, or the HFCAA. An identified issuer will be required to comply with these rules if the
SEC identifies it as having a "non-inspection" year under a process to be subsequently established by the SEC. In June 2021,
the Senate passed the Accelerating Holding Foreign Companies Accountable Act, which, if signed into law, would reduce the time period
for the delisting of foreign companies under the HFCAA to two consecutive years instead of three years. If our auditor cannot be inspected
by the Public Company Accounting Oversight Board, or the PCAOB, for two consecutive years, the trading of our securities on any U.S.
national securities exchanges, as well as any over-the-counter trading in the U.S., will be prohibited. On September 22, 2021, the PCAOB
adopted a final rule implementing the HFCAA, which provides a framework for the PCAOB to use when determining, as contemplated under
the HFCAA, whether the PCAOB is unable to inspect or investigate completely registered public accounting firms located in a foreign jurisdiction
because of a position taken by one or more authorities in that jurisdiction. On December 2, 2021, the SEC issued amendments to finalize
rules implementing the submission and disclosure requirements in the HFCAA, which became effective on January 10, 2022. The rules apply
to registrants that the SEC identifies as having filed an annual report with an audit report issued by a registered public accounting
firm that is located in a foreign jurisdiction and that PCAOB is unable to inspect or investigate completely because of a position taken
by an authority in foreign jurisdictions. On December 16, 2021, the PCAOB issued a report on its determinations that it is unable to
inspect or investigate completely PCAOB-registered public accounting firms headquartered in Mainland China and in Hong Kong, because
of positions taken by PRC authorities in those jurisdictions. The PCAOB made its determinations pursuant to PCAOB Rule 6100, which provides
a framework for how the PCAOB fulfills its responsibilities under the HFCA Act. The report further listed in its Appendix A and Appendix
B, Registered Public Accounting Firms Subject to the Mainland China Determination and Registered Public Accounting Firms Subject to the
Hong Kong Determination, respectively.

 On
August 26, 2022, the PCAOB signed a SOP with the CSRC and the MOF of the PRC regarding cooperation in the oversight of PCAOB-registered
public accounting firms in the PRC and Hong Kong which establishes a method for the PCAOB to conduct inspections of PCAOB-registered
public accounting firms in the PRC and Hong Kong, as contemplated by the Sarbanes-Oxley Act. Under the agreement, (a) the PCAOB
has sole discretion to select the firms, audit engagements and potential violations it inspects and investigates without consultation
with, or input from, PRC authorities; (b) procedures are in place for PCAOB inspectors and investigators to view complete audit work
papers with all information included and for the PCAOB to retain information as needed; (c) the PCAOB has direct access to interview
and take testimony from all personnel associated with the audits the PCAOB inspects or investigates; and (d) the PCAOB shall have the
unfettered ability to transfer information to the SEC in accordance with the Sarbanes-Oxley Act, and the SEC can use the information
for all regulatory purposes, including administrative or civil enforcement actions. The PCAOB was required to reassess its determinations
as to whether it is able to carry out inspections and investigations completely and without obstruction by the end of 2022. On December
15, 2022, the PCAOB determined that the PCAOB was able to secure complete access to inspect and investigate registered public accounting
firms headquartered in mainland China and Hong Kong and vacated its previous determinations. However, should PRC authorities obstruct
or otherwise fail to facilitate the PCAOB's access in the future, the PCAOB will consider the need to issue a new determination.

 Congress
passed fiscal year 2023 Omnibus spending legislation in December 2022, which contained provisions to accelerate the HFCAA timeline for
implementation of trading prohibitions from three years to two years. As a result, the SEC is required to prohibit an issuer's
securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections or complete investigations for
two consecutive years.

 Our auditor, WWC, P.C., the independent registered
public accounting firm that issues the audit report included elsewhere in this annual statement, is headquartered in San Mateo, California
subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess its compliance with the applicable
professional standards with the last inspection in November 2021, and as of the date of this prospectus, our auditor is not subject to
the determinations as to the inability to inspect or investigate registered firms completely announced by the PCAOB on December 16, 2021.
However, as more stringent criteria have been imposed by the SEC and the PCAOB recently, which would add uncertainties to our offering,
and we cannot assure you whether Nasdaq or regulatory authorities would apply additional and more stringent criteria to us after considering
the effectiveness of our auditor's audit procedures and quality control procedures, adequacy of personnel and training, or sufficiency
of resources, geographic reach or experience as it relates to the audit of our financial statements. In the event it is later determined
that the PCAOB is unable to inspect or investigate completely the Company's auditor because of a position taken by an authority
in a foreign jurisdiction, then such lack of inspection could cause trading in the Company's securities to be prohibited under
the HFCAA, and ultimately result in a determination by a securities exchange to delist the Company's securities.

 The
recent developments would add uncertainties to our offering and we cannot assure you whether Nasdaq or regulatory authorities would apply
additional and more stringent criteria to us after considering the effectiveness of our auditor's audit procedures and quality
control procedures, adequacy of personnel and training, or sufficiency of resources, geographic reach or experience as it relates to
the audit of our financial statements.

 Transfers
of Cash to and from Our Subsidiaries

 Muliang is a holding company with no operations
of its own. We conduct operations in China primarily through our subsidiary and VIE in China. As a result, although other means are available
for us to obtain financing at the holding company level, Muliang's ability to pay dividends to its shareholders and to service
any debt it may incur may depend upon dividends paid by our PRC subsidiaries and license and service fees paid by our PRC consolidated
affiliated entities. If any of our subsidiaries incurs debt on its own in the future, the instruments governing such debt may restrict
its ability to pay dividends to Muliang. In addition, our PRC subsidiary and VIE are required to make appropriations to certain statutory
reserve funds, which are not distributable as cash dividends except in the event of a liquidation of the companies.

 Current
PRC regulations permit our indirect PRC subsidiaries to pay dividends to Shanghai Mufeng only out of their accumulated profits, if any,
determined in accordance with Chinese accounting standards and regulations. In addition, each of our subsidiaries in China is required
to set aside at least 10% of its after-tax profits each year, if any, to fund a statutory reserve until such reserve reaches 50% of its
registered capital. Each of such entity in China is also required to further set aside a portion of its after-tax profits to fund the
employee welfare fund, although the amount to be set aside, if any, is determined at the discretion of its board of directors. Although
the statutory reserves can be used, among other ways, to increase the registered capital and eliminate future losses in excess of retained
earnings of the respective companies, the reserve funds are not distributable as cash dividends except in the event of liquidation.

 The PRC government also imposes controls on the
conversion of RMB into foreign currencies and the remittance of currencies out of the PRC. Therefore, we may experience difficulties
in completing the administrative procedures necessary to obtain and remit foreign currency for the payment of dividends from our profits,
if any. Furthermore, if our subsidiaries in the PRC incur debt on their own in the future, the instruments governing the debt may restrict
their ability to pay dividends or make other payments. If we or our subsidiaries are unable to receive all of the revenues from operations
through the current VIE Agreements, we may be unable to pay dividends on our common stock.

 Cash
dividends, if any, on our common stock will be paid in U.S. dollars. If we are considered a PRC tax resident enterprise for tax purposes,
any dividends we pay to our overseas shareholders may be regarded as China-sourced income and as a result may be subject to PRC withholding
tax at a rate of up to 10.0%.

 In order for us to pay dividends to our shareholders,
we will be dependent on payments made from Shanghai Muliang to Shanghai Mufeng, pursuant to VIE Agreements between them, and the distribution
of such payments to Muliang HK as dividends from Shanghai Mufeng. Certain payments from Shanghai Muliang to Shanghai Mufeng are subject
to PRC taxes, including business taxes and VAT. During the years ended December 31, 2022 and 2021, Shanghai Muliang made no payments
to Shanghai Mufeng. For the years ended December 31, 2022 and 2021, there was no cash transferred between the Company and Shanghai Muliang
(the VIEs).

 For the years ended December 31, 2022 and 2021,
none of the VIE and its subsidiaries have issued any dividends or distributions to respective holding companies, or to any investors
as of the date of this prospectus. Our subsidiaries in the PRC generate and retain cash generated from operating activities and re-invest
it in our business.

is permitted under the laws of the state of Nevada to provide funding to Muliang HK through loans or capital contributions without restrictions
on the amount of the funds. Muliang HK is permitted under the respective laws of Hong Kong to provide funding to Shanghai Mufeng through
dividend distribution without restrictions on the amount of the funds.

 To
transfer cash from Muliang HK to Shanghai Mufeng, Muliang HK can increase its registered capital in WFOE, which requires a filing with
the local commerce department, or through a shareholder loan, which requires a filing with the State Administration of Foreign Exchange
or its local bureau. Aside from the declaration to the State Administration of Foreign Exchange, there is no restriction or limitations
on such cash transfer or earnings distribution.

 To
transfer cash from Shanghai Mufeng to Shanghai Muliang, Shanghai Mufeng can increase its registered capital in Shanghai Muliang, which
requires a filing with the local commerce department, or through a shareholder loan to Shanghai Muliang, which requires a filing with
the State Administration of Foreign Exchange or its local bureau. Aside from the declaration to the State Administration of Foreign Exchange,
there is no restriction or limitations on such cash transfer or earnings distribution. However, our PRC subsidiaries may not procure
loans which exceed the difference between their respective registered capital and total investment amount as recorded in the Foreign
Investment Comprehensive Management Information System.

 To
make loans to Muliang HK, Shanghai Mufeng or Shanghai Muliang, according to Matters relating to the Macro-prudential Management of Comprehensive
Cross-border Financing, or PBOC Circular 9 promulgated by the People's Bank of China, the total cross-border financing of a company
shall be calculated using a risk-weighted approach and shall not exceed an upper limit. The upper limit shall be calculated as capital
or assets (for enterprises, net assets shall apply) multiplied by a cross-border financing leverage ratio and multiplied by a macro-prudential
regulation parameter. The macro-prudential regulation parameter is currently 1, which may be adjusted by the People's Bank of China
and the State Administration of Foreign Exchange in the future, and the cross-border financing leverage ratio is 2 for enterprises. Therefore,
the upper limit of the loans that a PRC company can borrow from foreign companies shall be calculated at 2 times the borrower's
net assets. When Shanghai Mufeng and Shanghai Muliang jointly apply for borrowing foreign debt, the upper limit of borrowing shall be
2 times of the net assets in the consolidated financial statement, and Shanghai Muliang shall make a commitment to refrain from borrowing
foreign debt in their own respective names.

 For the years ended December 31, 2022 and 2021,
Muliang and its subsidiaries have not distributed any earnings or settled any amounts owed under the previous VIE Agreements. nor does
Muliang and its subsidiaries have any plan to distribute earnings or settle amounts in the foreseeable future.

 Item
1A. Risk Factors.

 Summary of Risk Factors

 Below please find a summary of the significant risks
we face, organized under relevant headings. These risks are discussed more fully in the section titled "Risk factors" on
page 21.

 Uncertainties
 regarding the legality of the VIE structure in the future. Muliang Viagoo is a holding company incorporated in Nevada. As a holding
 company with no material operations of our own, we conduct a substantial majority of operations in the PRC though the variable interest
 entity, Shanghai Muliang and its subsidiaries. We receive the economic benefits of the VIE's business operations through certain
 contractual arrangements. Investors in our common shares offered in this offering are purchasing shares of the U.S. holding company
 and not shares of the VIE and its subsidiaries in China that are conducting the business operations. The legality of the VIE structure
 has not been tested in the courts of the PRC. Furthermore, it is uncertain whether any new PRC laws, rules or regulations relating
 to variable interest entity structures will be adopted or if adopted, what they would provide. See "Risk Factors – Risks
 Relating to Doing Business in the PRC – If the PRC government deems that any of our contractual arrangements do not comply
 with PRC regulatory restrictions on foreign investment in the relevant industries, or if these regulations or the interpretation
 of existing regulations change in the future, we could be subject to severe penalties or be forced to relinquish our interests in
 those operations on page 53; and Risk Factors – Risks Relating to Our Corporate Structure – If the PRC government deems
 that the contractual arrangements in relation to Shanghai Muliang, our consolidated variable interest entity, do not comply with
 PRC regulatory restrictions on foreign investment in the relevant industries, or if these regulations or the interpretation of existing
 regulations change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations
 on page 53.

 Risk
 of new regulations, significant new government oversight in China. As a business with a majority of its operations in China,
 we are subject to the laws and regulations of the PRC, which can change quickly with little advance notice. The PRC government has
 the power to exercise significant oversight and discretion over the conduct of our business, and the regulations to which we are
 subject may change rapidly and with little notice to us or our shareholders. New regulations and policies, which may be adopted with
 little notice, could result in a material change in operations and/or the value of our ordinary shares. See "Risk Factors –
 Risks Relating to Doing Business in the PRC – PRC laws and regulations governing our current business operations are sometimes
 vague and uncertain. Uncertainties with respect to the PRC legal system, including those regarding the enforcement of laws, and sudden
 or unexpected changes, with little advance notice, in laws and regulations in China could adversely affect us and limit the legal
 protections available to you and us on page 31

 Risk
 of additional future government oversight and control over foreign offerings of China-based
 companies. Recent statements by the Chinese government have indicated an intent to exert
 more oversight and control over offerings that are conducted overseas and/or foreign investments
 in China based issuers. Although our business is not of the type currently subject to government
 review in China prior to a foreign securities offering, any future action by the PRC government
 expanding the categories of industries and companies whose foreign securities offerings are
 subject to review by the PRC government could significantly limit or completely hinder our
 ability to offer or continue to offer securities to investors and could cause the value of
 such securities to significantly decline or be worthless. See "Risk Factors –
 Risks Relating to Doing Business in the PRC – Uncertainties with respect to the PRC
 legal system, including those regarding the enforcement of laws, and sudden or unexpected
 changes, with little advance notice, in laws and regulations in China could adversely affect
 us and limit the legal protections available to you and us on page 31

 Uncertainties
 with respect to the PRC legal system. The PRC legal system is based on written statutes
 and prior court decisions have limited value as precedents. Since the PRC legal system continues
 to rapidly evolve, the interpretations of many laws, regulations and rules are not always
 uniform and enforcement of these laws, regulations and rules involves uncertainties. Since
 PRC administrative and court authorities have significant discretion in interpreting and
 implementing statutory provisions and contractual terms, it may be difficult to evaluate
 the outcome of administrative and court proceedings and the level of legal protection we
 enjoy. These uncertainties may affect our judgment on the relevance of legal requirements
 and our ability to enforce our contractual rights or tort claims. See "Risk Factors
 – Risks Relating to Doing Business in the PRC – PRC laws and regulations governing
 our current business operations are sometimes vague and uncertain. Uncertainties with respect
 to the PRC legal system, including those regarding the enforcement of laws, and sudden or
 unexpected changes, with little advance notice, in laws and regulations in China could adversely
 affect us and limit the legal protections available to you and us on page 31

 Risks related to a future determination that the
 Public Company Accounting Oversight Board (the "PCAOB") is unable to inspect or investigate our auditor completely.
 Our auditor, the independent registered public accounting firm that issues the audit report included elsewhere in this prospectus,
 as an auditor of companies that are traded publicly in the United States and a firm registered with the PCAOB, is subject to laws
 in the United States pursuant to which the PCAOB conducts regular inspections to assess our auditor's compliance with the applicable
 professional standards. Our auditor is headquartered in San Mateo, California, and is subject to inspection by the PCAOB on a regular
 basis with the last inspection in October 2019, and our auditor is not subject to the determinations announced by the PCAOB on December
 16, 2021. Despite that we have a U.S. based auditor that is registered with the PCAOB and subject to PCAOB inspection, there are
 still risks to the company and investors if it is later determined that the PCAOB is unable to inspect or investigate completely
 our auditor because of a position taken by an authority in a foreign jurisdiction. Such risks include but not limited to that trading
 in our securities may be prohibited under the Holding Foreign Companies Accountable Act and as a result an exchange may determine
 to delist our securities. See "Risk Factors – Risks Relating to Doing Business in the PRC – The recent joint statement
 by the SEC and PCAOB, proposed rule changes submitted by Nasdaq, and the Holding Foreign Companies Accountable Act all call for additional
 and more stringent criteria to be applied to emerging market companies upon assessing the qualification of their auditors, especially
 the non-U.S. auditors who are not inspected by the PCAOB. These developments could add uncertainties to our offering on page 34.

 Risks
 related to the seasonality of our business. The sale of our products is partially dependent
 upon planting and growing seasons, which vary from year to year, and are expected to result
 in both seasonal patterns and substantial fluctuations in quarterly sales and profitability.
 See Risk Factors – Risks Relating to Our Business and Industry – Our fertilizer
 business is seasonal and affected by factors beyond our control, which may cause our sales
 and operating results to fluctuate significantly on page 39.

 Risks
 related to potential competition. We encounter intense competition in each of our business segments on a national, regional and
 local level. Competition in the industry is primarily based on quality of services, brand name recognition, geographic coverage and
 range of services. New and existing competitors may offer competitive rates, greater convenience or superior services, which could
 attract customers away from us, resulting in lower revenues for operations. See Risk Factors – Risks Relating to Our Business
 and Industry – If we are unable to compete successfully with our competitors, our financial condition and results of operations
 may be harmed on page 41.

 Risks
 related to the dependence on key suppliers, customers and personnel. Although we believe
 that we can locate replacement suppliers readily on the market any difficulty in replacing
 one of our major suppliers could adversely affect our company's performance Additionally,
 our business is dependent on our ability to recruit and maintain highly skilled and qualified
 individuals through direct employment or collaboration arrangements. See Risk Factors –
 Risks Relating to Our Business and Industry – The loss of any of our key suppliers
 and/or customers could have a materially adverse effect on our results of operations on page
 42; and We depend on our key personnel and research employees, and we may be adversely affected
 if we are unable to attract and retain qualified scientific and business personnel on page
 43; and Any failure by Shanghai Muliang, our consolidated variable interest entity, or its
 shareholders to perform their obligations under our contractual arrangements with them would
 have a material adverse effect on our business on page 55.

 Risks
 related to our use of the VIE structure. We have relied and expect to continue relying
 on contractual arrangements with the VIE and their shareholders to operate our business in
 China. If the VIE, or its shareholders fail to perform their respective obligations under
 the contractual arrangements, we may have to incur substantial costs and expend additional
 resources to enforce such arrangements. See Risk Factors – Risks Relating to Our Corporate
 Structure – We rely on contractual arrangements with the VIE and their shareholders
 for a large portion of our business operations. These arrangements may not be as effective
 as direct ownership in providing operational control. Any failure by the VIE or their shareholders
 to perform their obligations under such contractual arrangements would have a material and
 adverse effect on our business on page 55.

 Risks
Relating to Doing Business in the PRC

 If
the PRC government deems that any of our contractual arrangements do not comply with PRC regulatory restrictions on foreign investment
in the relevant industries, or if these regulations or the interpretation of existing regulations change in the future, we could be subject
to severe penalties or be forced to relinquish our interests in those operations.

 Foreign
ownership of internet-based businesses, such as distribution of online information, is subject to restrictions under current PRC laws
and regulations. For example, foreign investors are not allowed to own more than 50% of the equity interests in a value-added telecommunication
service provider (except e-commerce) and any such foreign investor must have experience in providing value-added telecommunications services
overseas and maintain a good track record in accordance with the Guidance Catalog of Industries for Foreign Investment promulgated in
2007, as amended in 2011 and in 2015, respectively, and other applicable laws and regulations.

 Muliang Viagoo is a holding company incorporated
in Nevada. As a holding company with no material operations of our own, we conduct a substantial majority of operations in the People's
Republic of China, or "PRC" or "China," though the variable interest entity, Shanghai Muliang and its subsidiaries.
We receive the economic benefits of the VIE's business operations through certain contractual arrangements. Investors in our common
shares offered in this offering are purchasing shares of the U.S. holding company and not shares of the VIE and its subsidiaries in China
that are conducting the business operations.

 It is uncertain whether any new PRC laws, rules
or regulations relating to variable interest entity structures will be adopted or if adopted, what they would provide. In particular,
in January 2015, the Ministry of Commerce, or MOC, published a discussion draft of the proposed Foreign Investment Law for public review
and comments. Among other things, the draft Foreign Investment Law expands the definition of foreign investment and introduces the principle
of "actual control" in determining whether a company is considered a foreign-invested enterprise, or an FIE. Under the draft
Foreign Investment Law, variable interest entities would also be deemed as FIEs, if they are ultimately "controlled" by foreign
investors, and would be subject to restrictions on foreign investments. However, the draft law has not taken a position on what actions
will be taken with respect to the existing companies with the "variable interest entity" structure, whether or not these
companies are controlled by Chinese parties. It is uncertain when the draft will be signed into law and whether the final version will
have any substantial changes from the draft. Substantial uncertainties exist with respect to the enactment timetable, interpretation
and implementation of draft PRC Foreign Investment Law and how it may impact the viability of our current corporate structure, corporate
governance and business operations" below. If the ownership structure, contractual arrangements and business of our company are
found to be in violation of any existing or future PRC laws or regulations, or we fail to obtain or maintain any of the required permits
or approvals, the relevant governmental authorities would have broad discretion in dealing with such violation, including levying fines,
confiscating our income, shutting down our servers, discontinuing or placing restrictions or onerous conditions on operations, requiring
us to undergo a costly and disruptive restructuring, restricting or prohibiting our use of proceeds from this offering to finance our
business and operations in China and taking other regulatory or enforcement actions that could be harmful to our business. Any of these
actions could cause significant disruption to our business operations and could severely damage our reputation, which would in turn materially
and adversely affect our business, financial condition and results of operations.

 PRC
regulations relating to investments in offshore companies by PRC residents may subject our PRC-resident beneficial owners or our PRC
subsidiaries to liability or penalties, limit our ability to inject capital into our PRC subsidiaries or limit our PRC subsidiaries'
ability to increase their registered capital or distribute profits.

 In
July 2014, SAFE promulgated the Circular on Relevant Issues Concerning Foreign Exchange Control on Domestic Residents' Offshore
Investment and Financing and Roundtrip Investment through Special Purpose Vehicles, or SAFE Circular 37, which replaces the previous
SAFE Circular 75. SAFE Circular 37 requires PRC residents, including PRC individuals and PRC corporate entities, to register with SAFE
or its local branches in connection with their direct or indirect offshore investment activities. SAFE Circular 37 is applicable to our
shareholders who are PRC residents and may be applicable to any offshore acquisitions that we may make in the future.

 Under
SAFE Circular 37, PRC residents who make, or have prior to the implementation of SAFE Circular 37 made, direct or indirect investments
in offshore special purpose vehicles, or SPVs, are required to register such investments with SAFE or its local branches. In addition,
any PRC resident who is a direct or indirect shareholder of an SPV, is required to update its registration with the local branch of SAFE
with respect to that SPV, to reflect any material change. Moreover, any subsidiary of such SPV in China is required to urge the PRC resident
shareholders to update their registration with the local branch of SAFE to reflect any material change. If any PRC resident shareholder
of such SPV fails to make the required registration or to update the registration, the subsidiary of such SPV in China may be prohibited
from distributing its profits or the proceeds from any capital reduction, share transfer or liquidation to the SPV, and the SPV may also
be prohibited from making additional capital contributions into its subsidiaries in China. In February 2015, SAFE promulgated a Notice
on Further Simplifying and Improving Foreign Exchange Administration Policy on Direct Investment, or SAFE Notice 13. Under SAFE Notice
13, applications for foreign exchange registration of inbound foreign direct investments and outbound direct investments, including those
required under SAFE Circular 37, must be filed with qualified banks instead of SAFE. Qualified banks should examine the applications
and accept registrations under the supervision of SAFE. We have used our best efforts to notify PRC residents or entities who directly
or indirectly hold shares in our holding company and who are known to us as being PRC residents to complete the foreign exchange registrations.
However, we may not be informed of the identities of all the PRC residents or entities holding direct or indirect interest in our company,
nor can we compel our beneficial owners to comply with SAFE registration requirements. We cannot assure you that all other shareholders
or beneficial owners of ours who are PRC residents or entities have complied with, and will in the future make, obtain or update any
applicable registrations or approvals required by SAFE regulations. Failure by such shareholders or beneficial owners to comply with
SAFE regulations, or failure by us to amend the foreign exchange registrations of our PRC subsidiaries, could subject us to fines or
legal sanctions, restrict our overseas or cross-border investment activities, limit our PRC subsidiaries' ability to make distributions
or pay dividends to us or affect our ownership structure, which could adversely affect our business and prospects.

 Furthermore,
as these foreign exchange and outbound investment related regulations are relatively new and their interpretation and implementation
has been constantly evolving, it is unclear how these regulations, and any future regulation concerning offshore or cross-border investments
and transactions, will be interpreted, amended and implemented by the relevant government authorities. For example, we may be subject
to a more stringent review and approval process with respect to our foreign exchange activities, such as remittance of dividends and
foreign-currency-denominated borrowings, which may adversely affect our financial condition and results of operations. We cannot assure
you that we have complied or will be able to comply with all applicable foreign exchange and outbound investment related regulations.
In addition, if we decide to acquire a PRC domestic company, we cannot assure you that we or the owners of such company, as the case
may be, will be able to obtain the necessary approvals or complete the necessary filings and registrations required by the foreign exchange
regulations. This may restrict our ability to implement our acquisition strategy and could adversely affect our business and prospects.

 As a holding company with PRC subsidiaries, we
may transfer funds to our Affiliate Entities or finance the operating entity by means of loans or capital contributions. Any capital
contributions or loans that we, as an offshore entity, make to our Company's PRC subsidiaries, including from the proceeds of this
offering, are subject to the above PRC regulations. We may not be able to obtain necessary government registrations or approvals on a
timely basis, if at all. If we fail to obtain such approvals or make such registration, our ability to make equity contributions or provide
loans to our Company's PRC subsidiaries or to fund their operations may be negatively affected, which may adversely affect their
liquidity and ability to fund their working capital and expansion projects and meet their obligations and commitments. As a result, our
liquidity and our ability to fund and expand our business may be negatively affected.

 We
must remit the offering proceeds to China before they may be used to benefit our business in China, and this process may take several
months to complete.

 The
process for sending the proceeds from this offering back to China may take as long as six months after the closing of this offering.
In utilizing the proceeds of this offering in the manner described in "Use of Proceeds," as an offshore holding company of
our PRC operating subsidiaries, we may make loans to our Affiliated Entities, or we may make additional capital contributions to our
Affiliate Entities. Any loans to our Affiliated Entities are subject to PRC regulations. For example, loans by us to our subsidiaries
in China, which are foreign-invested enterprises, to finance their activities cannot exceed statutory limits and must be registered with
SAFE.

 To
remit the proceeds of the offering, we must take the following steps:

 First,
 we will open a special foreign exchange account for capital account transactions. To open
 this account, we must submit to SAFE certain application forms, identity documents, transaction
 documents, form of foreign exchange registration of overseas investments of the domestic
 residents, and foreign exchange registration certificate of the invested company. As of the
 date of this prospectus, we have already opened a special foreign exchange account for capital
 account transactions.

 Second,
 we will remit the offering proceeds into this special foreign exchange account.

 Third,
 we will apply for settlement of the foreign exchange. In order to do so, we must submit to
 SAFE certain application forms, identity documents, payment order to a designated person,
 and a tax certificate.

 The
timing of the process is difficult to estimate because the efficiencies of different SAFE branches can vary significantly. Ordinarily
the process takes several months but is required by law to be accomplished within 180 days of application.

 We
may also decide to finance our subsidiaries by means of capital contributions. These capital contributions must be approved by MOFCOM
or its local counterpart. We cannot assure you that we will be able to obtain these government approvals on a timely basis, if at all,
with respect to future capital contributions by us to our subsidiaries. If we fail to receive such approvals, our ability to use the
proceeds of this offering and to capitalize our Chinese operations may be negatively affected, which could adversely affect our liquidity
and our ability to fund and expand our business. If we fail to receive such approvals, our ability to use the proceeds of this offering
and to capitalize our Chinese operations may be negatively affected, which could adversely affect our liquidity and our ability to fund
and expand our business.

 Changes
in the policies of the PRC government could have a significant impact upon our ability to operate profitably in the PRC.

 We conduct all of operations and all of our revenue
is generated in the PRC. Accordingly, economic, political and legal developments in the PRC will significantly affect our business, financial
condition, results of operations and prospects. Policies of the PRC government can have significant effects on economic conditions in
the PRC and the ability of businesses to operate profitably. Our ability to operate profitably in the PRC may be adversely affected by
changes in policies by the PRC government, including changes in laws, regulations or their interpretation, particularly those dealing
with the Internet, including censorship and other restriction on material which can be transmitted over the Internet, security, intellectual
property, money laundering, taxation and other laws that affect our ability to operate our website.

 Because
our business is dependent upon government policies that encourage a market-based economy, change in the political or economic climate
in the PRC may impair our ability to operate profitably, if at all.

 Although
the PRC government has been pursuing a number of economic reform policies for more than two decades, the PRC government continues to
exercise significant control over economic growth in the PRC. Because of the nature of our business, we are dependent upon the PRC government
pursuing policies that encourage private ownership of businesses. Restrictions on private ownership of businesses would affect the securities
business in general and businesses using real estate service in particular. We cannot assure you that the PRC government will pursue
policies favoring a market-oriented economy or that existing policies will not be significantly altered, especially in the event of a
change in leadership, social or political disruption, or other circumstances affecting political, economic and social life in the PRC.

 PRC
laws and regulations governing our current business operations are sometimes vague and uncertain and any changes in such laws and regulations
may impair our ability to operate profitable.

 There
are substantial uncertainties regarding the interpretation and application of PRC laws and regulations including, but not limited to,
the laws and regulations governing our business and the enforcement and performance of our arrangements with customers in certain circumstances.
The laws and regulations are sometimes vague and may be subject to future changes, and their official interpretation and enforcement
may involve substantial uncertainty. The effectiveness and interpretation of newly enacted laws or regulations, including amendments
to existing laws and regulations, may be delayed, and our business may be affected if we rely on laws and regulations which are subsequently
adopted or interpreted in a manner different from our understanding of these laws and regulations. New laws and regulations that affect
existing and proposed future businesses may also be applied retroactively. We cannot predict what effect the interpretation of existing
or new PRC laws or regulations may have on our business.

 There
are uncertainties under the PRC laws relating to the procedures for U.S. regulators to investigate and collect evidence from companies
located in the PRC.

to Article 177 of the newly amended PRC Securities Law which became effective in March 2020 (the "Article 177"), the securities
regulatory authority of the PRC State Council may collaborate with securities regulatory authorities of other countries or regions in
order to monitor and oversee cross border securities activities. Article 177 further provides that overseas securities regulatory authorities
are not allowed to carry out investigation and evidence collection directly within the territory of the PRC, and that any Chinese entities
and individuals are not allowed to provide documents or materials related to securities business activities to overseas agencies without
prior consent of the securities regulatory authority of the PRC State Council and the competent departments of the PRC State Council.

 Our
PRC counsel has advised us of their understanding that (i) the Article 177 is applicable in the limited circumstances related to direct
investigation or evidence collection conducted by overseas authorities within the territory of the PRC (in such case, the foregoing activities
are required to be conducted through collaboration with or by obtaining prior consent of competent Chinese authorities); (ii) the Article
177 does not limit or prohibit the Company, as a company duly incorporated in Nevada and to be listed on Nasdaq, from providing the required
documents or information to Nasdaq or the SEC pursuant to applicable Listing Rules and U.S. securities laws; and (iii) as the Article
177 is relatively new and there is no implementing rules or regulations which have been published regarding application of the Article
177, it remains unclear how the law will be interpreted, implemented or applied by the Chinese Securities Regulatory Commission or other
relevant government authorities. As of the date hereof, we are not aware of any implementing rules or regulations which have been published
regarding application of Article 177. However, we cannot assure you that relevant PRC government agencies, including the securities regulatory
authority of the PRC State Council, would reach the same conclusion as we do. As such, there are uncertainties as to the procedures and
time requirement for the U.S. regulators to bring about investigations and evidence collection within the territory of the PRC.

 Our
principal business operation is conducted in the PRC. In the event that the U.S. regulators carry out investigation on us and there is
a need to conduct investigation or collect evidence within the territory of the PRC, the U.S. regulators may not be able to carry out
such investigation or evidence collection directly in the PRC under the PRC laws. The U.S. regulators may consider cross-border cooperation
with securities regulatory authority of the PRC by way of judicial assistance, diplomatic channels or regulatory cooperation mechanism
established with the securities regulatory authority of the PRC.

 Because
our business is conducted in RMB and the price of our shares of common stock is quoted in United States dollars, changes in currency
conversion rates may affect the value of your investments.

 Our business is conducted in the PRC, our books
and records are maintained in RMB, which is the currency of the PRC, and the financial statements that we file with the SEC and provide
to our shareholders are presented in United States dollars. Changes in the exchange rate between the RMB and dollar affect the value
of our assets and the results of operations in United States dollars. The value of the RMB against the United States dollar and other
currencies may fluctuate and is affected by, among other things, changes in the PRC's political and economic conditions and perceived
changes in the economy of the PRC and the United States. Any significant revaluation of the RMB may materially and adversely affect our
cash flows, revenue and financial condition. Further, our shares offered by this prospectus are offered in United States dollars, and
we will need to convert the net proceeds we receive into RMB in order to use the funds for our business. Changes in the conversion rate
between the United States dollar and the RMB will affect that amount of proceeds we will have available for our business.

 Under
the PRC Enterprise Income Tax Law, or the EIT Law, we may be classified as a "resident enterprise" of China, which could
result in unfavorable tax consequences to us and our non-PRC shareholders.

 The
EIT Law and its implementing rules provide that enterprises established outside of China whose "de facto management bodies"
are located in China are considered "resident enterprises" under PRC tax laws. The implementing rules promulgated under the
EIT Law define the term "de facto management bodies" as a management body which substantially manages, or has control over
the business, personnel, finance and assets of an enterprise. In April 2009, the State Administration of Taxation, or SAT, issued a circular,
known as Circular 82, which provides certain specific criteria for determining whether the "de facto management bodies" of
a PRC-controlled enterprise that is incorporated offshore is located in China. However, there are no further detailed rules or precedents
governing the procedures and specific criteria for determining "de facto management body." Although our board of directors
and management are located in the PRC, it is unclear if the PRC tax authorities would determine that we should be classified as a PRC
"resident enterprise."

 If
we are deemed as a PRC "resident enterprise," we will be subject to PRC enterprise income tax on our worldwide income at
a uniform tax rate of 25%, although dividends distributed to us from our existing PRC subsidiary and any other PRC subsidiaries which
we may establish from time to time could be exempt from the PRC dividend withholding tax due to our PRC "resident recipient"
status. This could have a material and adverse effect on our overall effective tax rate, our income tax expenses and our net income.
Furthermore, dividends, if any, paid to our shareholders may be decreased as a result of the decrease in distributable profits. In addition,
if we were considered a PRC "resident enterprise", any dividends we pay to our non-PRC investors and the gains realized from
the transfer of our shares of common stock may be considered income derived from sources within the PRC and be subject to PRC tax, at
a rate of 10% in the case of non-PRC enterprises or 20% in the case of non-PRC individuals (in each case, subject to the provisions of
any applicable tax treaty). It is unclear whether holders of our shares of common stock would be able to claim the benefits of any tax
treaties between their country of tax residence and the PRC in the event that we are treated as a PRC resident enterprise. This could
have a material and adverse effect on the value of your investment in us and on the price of our shares of common stock.

 There
are significant uncertainties under the EIT Law relating to the withholding tax liabilities of our PRC subsidiary, and dividends payable
by our PRC subsidiary to our offshore subsidiaries may not qualify to enjoy certain treaty benefits.

 Under
the PRC EIT Law and its implementation rules, the profits of a foreign invested enterprise generated through operations, which are distributed
to its immediate holding company outside the PRC, will be subject to a withholding tax rate of 10%. Pursuant to a special arrangement
between Hong Kong and the PRC, such rate may be reduced to 5% if a Hong Kong resident enterprise owns more than 25% of the equity interest
in the PRC company. Our PRC subsidiary is wholly-owned by our Hong Kong subsidiary. Moreover, under the Notice of the State Administration
of Taxation on Issues regarding the Administration of the Dividend Provision in Tax Treaties promulgated on February 20, 2009, the tax
payer needs to satisfy certain conditions to enjoy the benefits under a tax treaty. These beneficial owner of the relevant dividends,
and (2) the corporate shareholder to receive dividends from the PRC subsidiary must have continuously met the direct ownership thresholds
during the 12 consecutive months preceding the receipt of the dividends. Further, the State Administration of Taxation promulgated the
Notice on How to Understand and Recognize the "Beneficial Owner" in Tax Treaties on October 27, 2009, which limits the "beneficial
owner" to individuals, projects or other organizations normally engaged in substantive operations, and sets forth certain detailed
factors in determining the "beneficial owner" status. In current practice, a Hong Kong enterprise must obtain a tax resident
certificate from the relevant Hong Kong tax authority to apply for the 5% lower PRC withholding tax rate. As the Hong Kong tax authority
will issue such a tax resident certificate on a case-by-case basis, we cannot assure you that we will be able to obtain the tax resident
certificate from the relevant Hong Kong tax authority. As of the date of this prospectus, we have not commenced the application process
for a Hong Kong tax resident certificate from the relevant Hong Kong tax authority, and there is no assurance that we will be granted
such a Hong Kong tax resident certificate.

 Even
after we obtain the Hong Kong tax resident certificate, we are required by applicable tax laws and regulations to file required forms
and materials with relevant PRC tax authorities to prove that we can enjoy 5% lower PRC withholding tax rate. We intend to obtain the
required materials and file with the relevant tax authorities when it plans to declare and pay dividends, but there is no assurance that
the PRC tax authorities will approve the 5% withholding tax rate.

 U.S. regulatory bodies may be limited in
their ability to conduct investigations or inspections of operations in China.

 Any disclosure of documents or information located
in China by foreign agencies may be subject to jurisdiction constraints and must comply with China's state secrecy laws, which
broadly define the scope of "state secrets" to include matters involving economic interests and technologies. There is no
guarantee that requests from U.S. federal or state regulators or agencies to investigate or inspect operations will be honored by us,
by entities who provide services to us or with whom we associate, without violating PRC legal requirements, especially as those entities
are located in China. Furthermore, under the current PRC laws, an on-site inspection of our facilities by any of these regulators may
be limited or prohibited.

 The
PRC Securities Law was promulgated in December 1998 and was subsequently revised in October 2005, June 2013, August 2014 and December
2019. According to Article 177 of the PRC Securities Law, or Article 177, which became effective in March 2020, no overseas securities
regulator is allowed to directly conduct investigation or evidence collection activities within the territory of the PRC. While there
is no detailed interpretation regarding the rule implementation under Article 177, it will be difficult for an overseas securities regulator
to conduct investigation or evidence collection activities in China.

 If
we become directly subject to the scrutiny, criticism and negative publicity involving U.S.-listed Chinese companies, we may have to
expend significant resources to investigate and resolve the matter which could harm our business operations, stock price and reputation.

 U.S.
public companies that have substantially all of their operations in China have been the subject of intense scrutiny, criticism and negative
publicity by investors, financial commentators and regulatory agencies, such as the SEC. Much of the scrutiny, criticism and negative
publicity has centered on financial and accounting irregularities and mistakes, a lack of effective internal controls over financial
accounting, inadequate corporate governance policies or a lack of adherence thereto and, in many cases, allegations of fraud. As a result
of the scrutiny, criticism and negative publicity, the publicly traded stock of many U.S. listed Chinese companies sharply decreased
in value and, in some cases, has become virtually worthless. Many of these companies are now subject to shareholder lawsuits and SEC
enforcement actions and are conducting internal and external investigations into the allegations. It is not clear what effect this sector-wide
scrutiny, criticism and negative publicity will have on us, our business and our stock price. If we become the subject of any unfavorable
allegations, whether such allegations are proven to be true or untrue, we will have to expend significant resources to investigate such
allegations and/or defend our company. This situation will be costly and time consuming and distract our management from developing our
growth. If such allegations are not proven to be groundless, we and our business operations will be severely affected and you could sustain
a significant decline in the value of our stock.

 The
disclosures in our reports, other filings with the SEC and our other public pronouncements are not subject to the scrutiny of any regulatory
bodies in the PRC.

 We
are regulated by the SEC and our reports and other filings with the SEC are subject to SEC review in accordance with the rules and regulations
promulgated by the SEC under the Securities Act and the Exchange Act. Our SEC reports and other disclosure and public pronouncements
are not subject to the review or scrutiny of any PRC regulatory authority. For example, the disclosure in our SEC reports and other filings
are not subject to the review by China Securities Regulatory Commission, a PRC regulator that is responsible for oversight of the capital
markets in China. Accordingly, you should review our SEC reports, filings and our other public pronouncements with the understanding
that no local regulator has done any review of us, our SEC reports, other filings or any of our other public pronouncements.

 Changes
in China's economic, political or social conditions or government policies could have a material adverse effect on our business
and results of operations.

 Our
organic fertilizer and agricultural products operations are located in China. Accordingly, our business, prospects, financial condition
and results of operations may be influenced to a significant degree by political, economic and social conditions in China generally and
by continued economic growth in China as a whole.

 The
Chinese economy differs from the economies of most developed countries in many respects, including the amount of government involvement,
level of development, growth rate, control of foreign exchange and allocation of resources. Although the Chinese government has implemented
measures emphasizing the utilization of market forces for economic reform, the reduction of state ownership of productive assets and
the establishment of improved corporate governance in business enterprises, a substantial portion of productive assets in China is still
owned by the government. In addition, the Chinese government continues to play a significant role in regulating industry development
by imposing industrial policies. The Chinese government also exercises significant control over China's economic growth through
allocating resources, controlling payment of foreign currency-denominated obligations, setting monetary policy and providing preferential
treatment to particular industries or companies.

 While
the Chinese economy has experienced significant growth over the past decades, growth has been uneven, both geographically and among various
sectors of the economy. The Chinese government has implemented various measures to encourage economic growth and guide the allocation
of resources. Some of these measures may benefit the overall Chinese economy but may have a negative effect on us. For example, our financial
condition and results of operations may be adversely affected by government control over capital investments or changes in tax regulations.
In addition, in the past the Chinese government has implemented certain measures, including interest rate increases, to control the pace
of economic growth. These measures may cause decreased economic activity in China, and since 2012, China's economic growth has
slowed down. Any prolonged slowdown in the Chinese economy may reduce the demand for our products and services and materially and adversely
affect our business and results of operations.

 Uncertainties
in the interpretation and enforcement of Chinese laws and regulations could limit the legal protections available to us.

 The
PRC legal system is based on written statutes and prior court decisions have limited value as precedents. Since these laws and regulations
are relatively new and the PRC legal system continues to rapidly evolve, the interpretations of many laws, regulations and rules are
not always uniform and enforcement of these laws, regulations and rules involves uncertainties.

 Although we have taken measures to comply with
the laws and regulations that are applicable to our business operations, including the regulatory principles raised by the CBRC, and
avoiding conducting any activities that may be deemed as illegal fund-raising, forming capital pool or providing guarantee to investors
under the current applicable laws and regulations, the PRC government authority may promulgate new laws and regulations regulating the
direct lending service industry in the future. We cannot assure you that our practices would not be deemed to violate any PRC laws or
regulations relating to illegal fund-raising, forming capital pools or the provision of credit enhancement services. Moreover, we cannot
rule out the possibility that the PRC government will institute a license requirement covering our industry at some point in the future.
If such a licensing regime were introduced, we cannot assure you that we would be able to obtain any newly required license in a timely
manner, or at all, which could materially and adversely affect our business and impede our ability to continue operations.

 From time to time, we may have to resort to administrative
and court proceedings to enforce our legal rights. However, since PRC administrative and court authorities have significant discretion
in interpreting and implementing statutory and contractual terms, it may be more difficult to evaluate the outcome of administrative
and court proceedings and the level of legal protection we enjoy, than in more developed legal systems. Furthermore, the PRC legal system
is based in part on government policies and internal rules (some of which are not published in a timely manner or at all) that may have
a retroactive effect. As a result, we may not be aware of any violation of these policies and rules until sometime after the violation.
Such uncertainties, including uncertainty over the scope and effect of our contractual, property (including intellectual property) and
procedural rights, could materially and adversely affect our business and impede our ability to continue operation.

 The relevant business currently carried out by
our PRC subsidiaries and our investment in the PRC subsidiaries currently are not subject to the national security review under applicable
PRC laws and regulations. However, if our future business operations or potential mergers and acquisitions we enter into in the PRC are
related to material infrastructure or other national security sensitive areas or industries involving certain key technologies, national
security review requirements will likely apply and the review result that is in compliance with PRC laws should be definitive. It remains
unclear when the specific implementation measures of the Foreign Investment Law will be issued by the State Council. Given the uncertainties
exist with respect to the interpretation and implementation of the Foreign Investment Law, its application may require further rules
to be issued by Chinese government, which may incur and increase our compliance costs and expenses and accordingly our financial condition
and operation will be adversely affected.

 In the extreme case-scenario, we may be required
to unwind the contractual arrangement and/or dispose of the VIE or their subsidiaries, which could have a material and adverse effect
on our business, financial conditions and result of operations.

 Market, economic and other conditions in
China may adversely affect the demand for our products and services.

 Our industry depends upon the overall level of
economic conditions and consumer spending in China. A sustained deterioration in the general economic conditions in China, including
any turmoil in the economy, distresses in financial markets, or reduced market liquidity, as well as increased government intervention,
may reduce the number of our customers. Small-to-medium size business owners, in particular, are more susceptible to adverse changes
in market, economic and regulatory conditions and the level of consumption in China. As a result, the demand for our existing and new
products and services could decrease, and our financial performance could be adversely affected.

 Adverse market trends may affect our financial
performance. Such trends may include, but are not limited to, the followings:

 fluctuations
 in consumer demand, which reflect the prevailing economic and demographic conditions;

 low
 levels of consumer and business confidence associated with recessionary environments which
 may in turn reduce consumer spending.

 We may be adversely affected by the complexity,
uncertainties and changes in PRC regulation of internet-related businesses and companies, and any lack of requisite approvals, licenses
or permits applicable to our business may have a material adverse effect on our business and results of operations.

 The PRC government extensively regulates the
internet industry, including foreign ownership of, and the licensing and permit requirements pertaining to, companies in the internet
industry. These internet-related laws and regulations are relatively new and evolving, and their interpretation and enforcement involve
significant uncertainties. As a result, in certain circumstances it may be difficult to determine what actions or omissions may be deemed
to be in violation of applicable laws and regulations.

 The evolving PRC regulatory system for the internet
industry may lead to the establishment of new regulatory agencies. For example, in May 2011, the State Council announced the establishment
of a new department, the State Internet Information Office (with the involvement of the State Council Information Office, the MITT, and
the Ministry of Public Security). The primary role of this new agency is to facilitate the policy-making and legislative development
in this field, to direct and coordinate with the relevant departments in connection with online content administration and to deal with
cross-ministry regulatory matters in relation to the internet industry.

 The Circular on Strengthening the Administration
of Foreign Investment in and Operation of Value-added Telecommunications Business, issued by the MITT in July 2006, prohibits domestic
telecommunication service providers from leasing, transferring or selling telecommunications business operating licenses to any foreign
investor in any form, or providing any resources, sites or facilities to any foreign investor for their illegal operation of a telecommunications
business in China. According to this circular, either the holder of a value-added telecommunication services operation permit or its
shareholders must directly own the domain names and trademarks used by such license holders in their provision of value-added telecommunication
services. The circular also requires each license holder to have the necessary facilities, including servers, for its approved business
operations and to maintain such facilities in the regions covered by its license. If an ICP License holder fails to comply with the requirements
and also fails to remedy such non-compliance within a specified period of time, the MITT or its local counterparts have the discretion
to take administrative measures against such license holder, including revoking its ICP License.

 The interpretation and application of existing
PRC laws, regulations and policies and possible new laws, regulations or policies relating to the internet industry have created substantial
uncertainties regarding the legality of existing and future foreign investments in, and the businesses and activities of, internet businesses
in China, including our business. We cannot assure you that we have obtained all the permits or licenses required for conducting our
business in China or will be able to maintain our existing licenses or obtain new ones. If the PRC government considers that we were
operating without the proper approvals, licenses or permits or promulgates new laws and regulations that require additional approvals
or licenses or imposes additional restrictions on the operation of any part of our business, it has the power, among other things, to
levy fines, confiscate our income, revoke our business licenses, and require us to discontinue our relevant business or impose restrictions
on the affected portion of our business. Any of these actions by the PRC government may have a material adverse effect on our business
and results of operations.

 PRC regulation of loans to, and direct
investment in, PRC entities by offshore holding companies may delay or prevent us from using proceeds from this offering and/or future
financing activities to make loans or additional capital contributions to our PRC operating subsidiaries.

 In July 2014, SAFE promulgated the Circular on
Relevant Issues Concerning Foreign Exchange Control on Domestic Residents' Offshore Investment and Financing and Roundtrip Investment
through Special Purpose Vehicles, or SAFE Circular 37, which replaces the previous SAFE Circular 75. SAFE Circular 37 requires PRC residents,
including PRC individuals and PRC corporate entities, to register with SAFE or its local branches in connection with their direct or
indirect offshore investment activities. SAFE Circular 37 is applicable to our shareholders who are PRC residents and may be applicable
to any offshore acquisitions that we may make in the future.

 Under SAFE Circular 37, PRC residents who make,
or have prior to the implementation of SAFE Circular 37 made, direct or indirect investments in offshore special purpose vehicles, or
SPVs, are required to register such investments with SAFE or its local branches. In addition, any PRC resident who is a direct or indirect
shareholder of an SPV, is required to update its registration with the local branch of SAFE with respect to that SPV, to reflect any
material change. Moreover, any subsidiary of such SPV in China is required to urge the PRC resident shareholders to update their registration
with the local branch of SAFE to reflect any material change. If any PRC resident shareholder of such SPV fails to make the required
registration or to update the registration, the subsidiary of such SPV in China may be prohibited from distributing its profits or the
proceeds from any capital reduction, share transfer or liquidation to the SPV, and the SPV may also be prohibited from making additional
capital contributions into its subsidiaries in China. In February, 2015, SAFE promulgated a Notice on Further Simplifying and Improving
Foreign Exchange Administration Policy on Direct Investment, or SAFE Notice 13. Under SAFE Notice 13, applications for foreign exchange
registration of inbound foreign direct investments and outbound direct investments, including those required under SAFE Circular 37,
must be filed with qualified banks instead of SAFE. Qualified banks should examine the applications and accept registrations under the
supervision of SAFE. We have used our best efforts to notify PRC residents or entities who directly or indirectly hold shares in our
Nevada holding company and who are known to us as being PRC residents to complete the foreign exchange registrations. However, we may
not be informed of the identities of all the PRC residents or entities holding direct or indirect interest in our company, nor can we
compel our beneficial owners to comply with SAFE registration requirements. We cannot assure you that all other shareholders or beneficial
owners of ours who are PRC residents or entities have complied with, and will in the future make, obtain or update any applicable registrations
or approvals required by, SAFE regulations. Failure by such shareholders or beneficial owners to comply with SAFE regulations, or failure
by us to amend the foreign exchange registrations of our PRC subsidiaries, could subject us to fines or legal sanctions, restrict our
overseas or cross-border investment activities, and limit our PRC subsidiaries' ability to make distributions or pay dividends
to us or affect our ownership structure, which could adversely affect our business and prospects.

 Furthermore, as these foreign exchange and outbound
investment related regulations are relatively new and their interpretation and implementation has been constantly evolving, it is unclear
how these regulations, and any future regulation concerning offshore or cross-border investments and transactions, will be interpreted,
amended and implemented by the relevant government authorities. For example, we may be subject to a more stringent review and approval
process with respect to our foreign exchange activities, such as remittance of dividends and foreign-currency-denominated borrowings,
which may adversely affect our financial condition and results of operations. We cannot assure you that we have complied or will be able
to comply with all applicable foreign exchange and outbound investment related regulations. In addition, if we decide to acquire a PRC
domestic company, we cannot assure you that we or the owners of such company, as the case may be, will be able to obtain the necessary
approvals or complete the necessary filings and registrations required by the foreign exchange regulations. This may restrict our ability
to implement our acquisition strategy and could adversely affect our business and prospects.

 As an offshore holding company of our PRC subsidiary,
we may make loans to our PRC subsidiary, the VIE and the VIE's subsidiaries, or may make additional capital contributions to our
PRC subsidiary, subject to satisfaction of applicable governmental registration and approval requirements.

 We may also decide to finance our PRC subsidiary
by means of capital contributions. According to the relevant PRC regulations on foreign-invested enterprises in China, these capital
contributions are subject to registration with or approval by the MOFCOM or its local counterparts. In addition, the PRC government also
restricts the convertibility of foreign currencies into Renminbi and use of the proceeds. On March 30, 2015, SAFE promulgated Circular
19, which took effect and replaced certain previous SAFE regulations from June 1, 2015. SAFE further promulgated Circular 16, effective
on June 9, 2016, which, among other things, amend certain provisions of Circular 19. According to SAFE Circular 19 and SAFE Circular
16, the flow and use of the Renminbi capital converted from foreign currency denominated registered capital of a foreign-invested company
is regulated such that Renminbi capital may not be used for business beyond its business scope or to provide loans to persons other than
affiliates unless otherwise permitted under its business scope. Violations of the applicable circulars and rules may result in severe
penalties, including substantial fines as set forth in the Foreign Exchange Administration Regulations. If the VIE requires financial
support from us or our wholly-owned subsidiary in the future and we find it necessary to use foreign currency-denominated capital to
provide such financial support, our ability to fund the VIE's operations will be subject to statutory limits and restrictions,
including those described above. These circulars may limit our ability to transfer the net proceeds from this offering to the VIE and
our PRC subsidiary, and we may not be able to convert the net proceeds from this offering into Renminbi to invest in or acquire any other
PRC companies in China. Despite the restrictions under these SAFE circulars, our PRC subsidiary may use its income in Renminbi generated
from their operations to finance the VIE through entrustment loans to the VIE or loans to the VIE's shareholders for the purpose
of making capital contributions to the VIE. In addition, our PRC subsidiary can use Renminbi funds converted from foreign currency registered
capital to carry out any activities within their normal course of business and business scope, including to purchase or lease servers
and other relevant equipment and fund other operational needs in connection with their provision of services to the relevant VIE under
the applicable exclusive technical support agreements.

 In light of the various requirements imposed
by PRC regulations on loans to, and direct investment in, PRC entities by offshore holding companies, we cannot assure you that we will
be able to complete the necessary government registrations or obtain the necessary government approvals on a timely basis, if at all,
with respect to future loans to our PRC subsidiary or the VIE or future capital contributions by us to our PRC subsidiary. If we fail
to complete such registrations or obtain such approvals, our ability to use the proceeds we expect to receive from this offering and
to fund our PRC operations may be negatively affected, which could materially and adversely affect our liquidity and our ability to fund
and expand our business.

 PRC laws and regulations governing our
current business operations are sometimes vague and uncertain. Uncertainties with respect to the PRC legal system, including those regarding
the enforcement of laws, and sudden or unexpected changes, with little advance notice, in laws and regulations in China could adversely
affect us and limit the legal protections available to you and us.

 There are substantial uncertainties regarding
the interpretation and application of PRC laws and regulations including, but not limited to, the laws and regulations governing our
business and the enforcement and performance of our arrangements with customers in certain circumstances. The laws and regulations are
sometimes vague and may be subject to future changes, and their official interpretation and enforcement could be unpredictable, with
little advance notice. The effectiveness and interpretation of newly enacted laws or regulations, including amendments to existing laws
and regulations, may be delayed, and our business may be affected if we rely on laws and regulations which are subsequently adopted or
interpreted in a manner different from our understanding of these laws and regulations. New laws and regulations that affect existing
and proposed future businesses may also be applied retroactively. We cannot predict what effect the interpretation of existing or new
PRC laws or regulations may have on our business.

 Our WFOE, Shanghai Mufeng, VIE and its subsidiaries
are formed under and governed by the laws of the PRC. The PRC legal system is a civil law system based on written statutes. Unlike the
common law system, prior court decisions under the civil law system may be cited for reference, but have limited precedential value.
Since these laws and regulations are relatively new and the PRC legal system continues to rapidly evolve, the interpretations of many
laws, regulations and rules are not always uniform and the enforcement of these laws, regulations and rules involves uncertainties.

 In 1979, the PRC government began to promulgate
a comprehensive system of laws and regulations governing economic matters in general, such as foreign investment, corporate organization
and governance, commerce, taxation and trade. The overall effect of legislation over the past three decades has significantly enhanced
the protections afforded to various forms of foreign investments in China. However, since the PRC legal system continues to evolve rapidly,
the interpretations of many laws, regulations and rules are not always uniform and enforcement of these laws, regulations and rules involves
uncertainties and sudden changes, sometimes with little advance notice. As a significant part of our business is conducted in China,
operations are principally governed by PRC laws and regulations, which may limit legal protections available to us. Uncertainties due
to evolving laws and regulations could also impede the ability of a China-based company, such as our company, to obtain or maintain permits
or licenses required to conduct business in China. In the absence of required permits or licenses, governmental authorities could impose
material sanctions or penalties on us. In addition, some regulatory requirements issued by certain PRC government authorities may not
be consistently applied by other PRC government authorities (including local government authorities), thus making strict compliance with
all regulatory requirements impractical, or in some circumstances impossible. For example, we may have to resort to administrative and
court proceedings to enforce the legal protection that we enjoy either by law or contract. However, since PRC administrative and court
authorities have discretion in interpreting and implementing statutory and contractual terms, it may be more difficult to predict the
outcome of administrative and court proceedings and the level of legal protection we enjoy than in more developed legal systems. Furthermore,
the PRC legal system is based in part on government policies and internal rules, some of which are not published on a timely basis or
at all and may have retroactive effect. As a result, we may not be aware of any violation of any of these policies and rules until sometime
after the violation. In addition, any administrative and court proceedings in China may be protracted, resulting in substantial costs
and diversion of resources and management attention.

 The PRC government has significant oversight
and discretion over the conduct of our business and may intervene or influence operations as the government deems appropriate to further
regulatory, political and societal goals. The PRC government has recently published new policies that significantly affected certain
industries such as the education and internet industries, and we cannot rule out the possibility that it will in the future release regulations
or policies regarding our industry that could adversely affect our business, financial condition and results of operations. Furthermore,
the PRC government has recently indicated an intent to exert more oversight and control over securities offerings and other capital markets
activities that are conducted overseas and foreign investment in China-based companies like us. Any such action, once taken by the PRC
government, could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause
the value of such securities to significantly decline or in extreme cases, become worthless.

 Furthermore, if China adopts more stringent standards
with respect to certain areas such as environmental protection or corporate social responsibilities, we may incur increased compliance
costs or become subject to additional restrictions in operations. Certain areas of the law, including intellectual property rights and
confidentiality protections in China may also not be as effective as in the United States or other countries. In addition, we cannot
predict the effects of future developments in the PRC legal system on our business operations, including the promulgation of new laws,
or changes to existing laws or the interpretation or enforcement thereof. These uncertainties could limit the legal protections available
to us and our investors, including you.

 We may become subject to a variety of laws
and regulations in the PRC regarding privacy, data security, cybersecurity, and data protection. We may be liable for improper use or
appropriation of personal information provided by our customers.

 We may become subject to a variety of laws and
regulations in the PRC regarding privacy, data security, cybersecurity, and data protection. These laws and regulations are continuously
evolving and developing. The scope and interpretation of the laws that are or may be applicable to us are often uncertain and may be
conflicting, particularly with respect to foreign laws. In particular, there are numerous laws and regulations regarding privacy and
the collection, sharing, use, processing, disclosure, and protection of personal information and other user data. Such laws and regulations
often vary in scope, may be subject to differing interpretations, and may be inconsistent among different jurisdictions.

 We expect to obtain information about various
aspects of operations as well as regarding our employees and third parties. We also maintain information about various aspects of operations
as well as regarding our employees. The integrity and protection of our customer, employee and company data is critical to our business.
Our customers and employees expect that we will adequately protect their personal information. We are required by applicable laws to
keep strictly confidential the personal information that we collect, and to take adequate security measures to safeguard such information.

 The PRC Criminal Law, as amended by its Amendment
7 (effective on February 28, 2009) and Amendment 9 (effective on November 1, 2015), prohibits institutions, companies and their employees
from selling or otherwise illegally disclosing a citizen's personal information obtained during the course of performing duties
or providing services or obtaining such information through theft or other illegal ways. On November 7, 2016, the Standing Committee
of the PRC National People's Congress issued the Cyber Security Law of the PRC, or Cyber Security Law, which became effective on
June 1, 2017.

 Pursuant to the Cyber Security Law, network operators
must not, without users' consent, collect their personal information, and may only collect users' personal information necessary
to provide their services. Providers are also obliged to provide security maintenance for their products and services and shall comply
with provisions regarding the protection of personal information as stipulated under the relevant laws and regulations.

 The Civil Code of the PRC (issued by the PRC
National People's Congress on May 28, 2020 and effective from January 1, 2021) provides main legal basis for privacy and personal
information infringement claims under the Chinese civil laws. PRC regulators, including the Cyberspace Administration of China, MIIT,
and the Ministry of Public Security have been increasingly focused on regulation in the areas of data security and data protection.

 The PRC regulatory requirements regarding cybersecurity
are constantly evolving. For instance, various regulatory bodies in China, including the Cyberspace Administration of China, the Ministry
of Public Security and the SAMR, have enforced data privacy and protection laws and regulations with varying and evolving standards and
interpretations. In April 2020, the Chinese government promulgated Cybersecurity Review Measures, which came into effect on June 1, 2020.
According to the Cybersecurity Review Measures, operators of critical information infrastructure must pass a cybersecurity review when
purchasing network products and services which do or may affect national security.

 In November 2016, the Standing Committee of China's
National People's Congress passed China's first Cybersecurity Law ("CSL"), which became effective in June 2017.
The CSL is the first PRC law that systematically lays out the regulatory requirements on cybersecurity and data protection, subjecting
many previously under-regulated or unregulated activities in cyberspace to government scrutiny. The legal consequences of violation of
the CSL include penalties of warning, confiscation of illegal income, suspension of related business, winding up for rectification, shutting
down the websites, and revocation of business license or relevant permits. In April 2020, the Cyberspace Administration of China and
certain other PRC regulatory authorities promulgated the Cybersecurity Review Measures, which became effective in June 2020. Pursuant
to the Cybersecurity Review Measures, operators of critical information infrastructure must pass a cybersecurity review when purchasing
network products and services which do or may affect national security. On July 10, 2021, the Cyberspace Administration of China issued
a revised draft of the Measures for Cybersecurity Review for public comments ("Draft Measures"), which required that, in
addition to "operator of critical information infrastructure," any "data processor" carrying out data processing
activities that affect or may affect national security should also be subject to cybersecurity review, and further elaborated the factors
to be considered when assessing the national security risks of the relevant activities, including, among others, (i) the risk of core
data, important data or a large amount of personal information being stolen, leaked, destroyed, and illegally used or exited the country;
and (ii) the risk of critical information infrastructure, core data, important data or a large amount of personal information being affected,
controlled, or maliciously used by foreign governments after listing abroad. The Cyberspace Administration of China has said that under
the proposed rules companies holding data on more than 1,000,000 users must now apply for cybersecurity approval when seeking listings
in other nations because of the risk that such data and personal information could be "affected, controlled, and maliciously exploited
by foreign governments," The cybersecurity review will also investigate the potential national security risks from overseas IPOs.
We do not know what regulations will be adopted or how such regulations will affect us and our listing on Nasdaq. In the event that the
Cyberspace Administration of China determines that we are subject to these regulations, we may be required to delist from Nasdaq and
we may be subject to fines and penalties. On June 10, 2021, the Standing Committee of the NPC promulgated the PRC Data Security Law,
which will take effect on September 1, 2021. The Data Security Law also sets forth the data security protection obligations for entities
and individuals handling personal data, including that no entity or individual may acquire such data by stealing or other illegal means,
and the collection and use of such data should not exceed the necessary limits The costs of compliance with, and other burdens imposed
by, CSL and any other cybersecurity and related laws may limit the use and adoption of our products and services and could have an adverse
impact on our business. Further, if the enacted version of the Measures for Cybersecurity Review mandates clearance of cybersecurity
review and other specific actions to be completed by companies like us, we face uncertainties as to whether such clearance can be timely
obtained, or at all.

 If the new PRC Data Security Law is enacted in
September, we will not be subject to the cybersecurity review by the CAC for this offering, given that: (i) our products and services
are offered not directly to individual users but through our institutional customers; (ii) we do not possess a large amount of personal
information in our business operations; and (iii) data processed in our business does not have a bearing on national security and thus
may not be classified as core or important data by the authorities. However, there remains uncertainty as to how the Draft Measures will
be interpreted or implemented and whether the PRC regulatory agencies, including the CAC, may adopt new laws, regulations, rules, or
detailed implementation and interpretation related to the Draft Measures. If any such new laws, regulations, rules, or implementation
and interpretation comes into effect, we will take all reasonable measures and actions to comply and to minimize the adverse effect of
such laws on us.

 We cannot assure you that PRC regulatory agencies,
including the CAC, would take the same view as we do, and there is no assurance that we can fully or timely comply with such laws. In
the event that we are subject to any mandatory cybersecurity review and other specific actions required by the CAC, we face uncertainty
as to whether any clearance or other required actions can be timely completed, or at all. Given such uncertainty, we may be further required
to suspend our relevant business, shut down our website, or face other penalties, which could materially and adversely affect our business,
financial condition, and results of operations.

 Failure to make adequate contributions
to various employee benefit plans as required by PRC regulations may subject us to penalties.

 We are required under PRC laws and regulations
to participate in various government sponsored employee benefit plans, including certain social insurance, housing funds and other welfare-oriented
payment obligations, and contribute to the plans in amounts equal to certain percentages of salaries, including bonuses and allowances,
of our employees up to a maximum amount specified by the local government from time to time at locations where we operate our businesses.
The requirement of employee benefit plans has not been implemented consistently by the local governments in China given the different
levels of economic development in different locations. We have not made adequate employee benefit payments. We may be required to make
up the contributions for these plans as well as to pay late fees and fines. If we are subject to late fees or fines in relation to the
underpaid employee benefits, our financial condition and results of operations may be adversely affected.

 The recent joint statement by the SEC and
PCAOB, proposed rule changes submitted by Nasdaq, and the Holding Foreign Companies Accountable Act all call for additional and more
stringent criteria to be applied to emerging market companies upon assessing the qualification of their auditors, especially the non-U.S.
auditors who are not inspected by the PCAOB. These developments could add uncertainties to our offering.

 On April 21, 2020, SEC Chairman Jay Clayton and
PCAOB Chairman William D. Duhnke III, along with other senior SEC staff, released a joint statement highlighting the risks associated
with investing in companies based in or have substantial operations in emerging markets including China. The joint statement emphasized
the risks associated with lack of access for the PCAOB to inspect auditors and audit work papers in China and higher risks of fraud in
emerging markets.

 On May 18, 2020, Nasdaq filed three proposals
with the SEC to (i) apply minimum offering size requirement for companies primarily operating in "Restrictive Market", (ii)
adopt a new requirement relating to the qualification of management or board of director for Restrictive Market companies, and (iii)
apply additional and more stringent criteria to an applicant or listed company based on the qualifications of the company's auditors.

 On May 20, 2020, the U.S. Senate passed the Holding
Foreign Companies Accountable Act requiring a foreign company to certify it is not owned or controlled by a foreign government if the
PCAOB is unable to audit specified reports because the company uses a foreign auditor not subject to PCAOB inspection. If the PCAOB is
unable to inspect the company's auditors for three consecutive years, the issuer's securities are prohibited to trade on
a national securities exchange or in the over the counter trading market in the U.S. On December 2, 2020, the U.S. House of Representatives
approved the Holding Foreign Companies Accountable Act. On December 18, 2020, the Holding Foreign Companies Accountable Act was signed
into law.

 On March 24, 2021, the SEC announced that it
had adopted interim final amendments to implement congressionally mandated submission and disclosure requirements of the Act. The interim
final amendments will apply to registrants that the SEC identifies as having filed an annual report on Forms 10-K, 20-F, 40-F or N-CSR
with an audit report issued by a registered public accounting firm that is located in a foreign jurisdiction and that the PCAOB has determined
it is unable to inspect or investigate completely because of a position taken by an authority in that jurisdiction. The SEC will implement
a process for identifying such a registrant and any such identified registrant will be required to submit documentation to the SEC establishing
that it is not owned or controlled by a governmental entity in that foreign jurisdiction, and will also require disclosure in the registrant's
annual report regarding the audit arrangements of, and governmental influence on, such a registrant.

 On June 22, 2021, the U.S. Senate passed the
Accelerating Holding Foreign Companies Accountable Act, which, if passed by the U.S. House of Representatives and signed into law, would
reduce the number of consecutive non-inspection years required for triggering the prohibitions under the HFCAA from three years to two,
and thus, would reduce the time before our securities may be prohibited from trading or delisted.

 On September 22, 2021, the PCAOB adopted a final
rule implementing the HFCAA, which provides a framework for the PCAOB to use when determining, as contemplated under the HFCAA, whether
the PCAOB is unable to inspect or investigate completely registered public accounting firms located in a foreign jurisdiction because
of a position taken by one or more authorities in that jurisdiction.

 On December 2, 2021, the SEC issued amendments
to finalize rules implementing the submission and disclosure requirements in the HFCAA. The rules apply to registrants that the SEC identifies
as having filed an annual report with an audit report issued by a registered public accounting firm that is located in a foreign jurisdiction
and that PCAOB is unable to inspect or investigate completely because of a position taken by an authority in foreign jurisdictions.

 On December 16, 2021, the PCAOB issued a report
on its determinations that it is unable to inspect or investigate completely PCAOB-registered public accounting firms headquartered in
mainland China and in Hong Kong, because of positions taken by PRC authorities in those jurisdictions.

 On February 4, 2022, the U.S. House of Representatives
passed the America Creating Opportunities for Manufacturing Pre-Eminence in Technology and Economic Strength (COMPETES) Act of 2022 (the
"America COMPETES Act"). If the America COMPETES Act is enacted into law, it would amend the HFCA Act and require the SEC
to prohibit an issuer's securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections
for two consecutive years instead of three.

 Our auditor, WWC, P.C., the independent registered
public accounting firm that issues the audit report included elsewhere in this prospectus, as a firm headquartered in California and
registered with the PCAOB, is subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess
our auditor's compliance with the applicable professional standards with the last inspection in November 2021, and as of the date
of this prospectus, our auditor is not subject to the PCAOB determinations. However, in the event it is later determined that the PCAOB
is unable to inspect or investigate completely the auditor because of a position taken by an authority in a foreign jurisdiction, then
such lack of inspection could cause trading in the Company's securities to be prohibited under the HFCAA, and ultimately result
in a determination by a securities exchange to delist the Company's securities.

 On August 26, 2022, the PCAOB signed the SOP
Agreements with the CSRC and China's Ministry of Finance. The SOP Agreements established a specific, accountable framework to make
possible complete inspections and investigations by the PCAOB of audit firms based in Mainland China and Hong Kong, as required under
U.S. law. On December 15, 2022, the PCAOB announced that it was able to secure complete access to inspect and investigate PCAOB-registered
public accounting firms headquartered in mainland China and Hong Kong completely in 2022. The PCAOB Board vacated its previous 2021 determinations
that the PCAOB was unable to inspect or investigate completely registered public accounting firms headquartered in mainland China and
Hong Kong. However, whether the PCAOB will continue to be able to satisfactorily conduct inspections of PCAOB-registered public accounting
firms headquartered in mainland China and Hong Kong is subject to uncertainties and depends on a number of factors out of our and our
auditor's control. The PCAOB continues to demand complete access in mainland China and Hong Kong moving forward and is making plans
to resume regular inspections in early 2023 and beyond, as well as to continue pursuing ongoing investigations and initiate new investigations
as needed. The PCAOB has also indicated that it will act immediately to consider the need to issue new determinations with the HFCAA
if needed.

 In addition, the recent developments would
add uncertainties to our offering and we cannot assure you whether Nasdaq or regulatory authorities would apply additional and more stringent
criteria to us after considering the effectiveness of our auditor's audit procedures and quality control procedures, adequacy of
personnel and training, or sufficiency of resources, geographic reach or experience as it relates to the audit of our financial statements.
It remains unclear what the SEC's implementation process related to the above rules will entail or what further actions the SEC,
the PCAOB or Nasdaq will take to address these issues and what impact those actions will have on U.S. companies that have significant
operations in Hong Kong and have securities listed on a U.S. stock exchange (including a national securities exchange or over-the-counter
stock market). In addition, the above amendments and any additional actions, proceedings, or new rules resulting from these efforts to
increase U.S. regulatory access to audit information could create some uncertainty for investors, the market price of our ordinary share
could be adversely affected, and we could be delisted if we and our auditor are unable to meet the PCAOB inspection requirement or being
required to engage a new audit firm, which would require significant expense and management time.

 Trading in our securities may be prohibited
under the HFCAA and as a result an exchange may determine to delist our securities if it is later determined that the PCAOB is unable
to inspect or investigate completely our auditor because of a position taken by an authority in a foreign jurisdiction.

 The HFCAA, was enacted on December 18, 2020.
The HFCAA states if the SEC determines that a company has filed audit reports issued by a registered public accounting firm that has
not been subject to inspection by the PCAOB for three consecutive years beginning in 2021, the SEC shall prohibit such shares from being
traded on a national securities exchange or in the over-the-counter trading market in the U.S.

 On March 24, 2021, the SEC adopted interim final
rules relating to the implementation of certain disclosure and documentation requirements of the HFCAA. A company will be required to
comply with these rules if the SEC identifies it as having a "non-inspection" year under a process to be subsequently established
by the SEC. The SEC is assessing how to implement other requirements of the HFCAA, including the listing and trading prohibition requirements
described above.

 Despite that we have a U.S.-based auditor that
is registered with the PCAOB and subject to PCAOB inspection, there are still risks to the company and investors if it is later determined
that the PCAOB is unable to inspect or investigate completely our auditor because of a position taken by an authority in a foreign jurisdiction.
Such risks include, but are not limited to that trading in our securities may be prohibited under the HFCAA and as a result an exchange
may determine to delist our securities.

 The M&A Rules and certain other PRC
regulations establish complex procedures for some acquisitions of Chinese companies by foreign investors, which could make it more difficult
for us to pursue growth through acquisitions in China.

 The Regulations on Mergers and Acquisitions of
Domestic Companies by Foreign Investors, or the M&A Rules, adopted by six PRC regulatory agencies in August 2006 and amended in 2009,
and some other regulations and rules concerning mergers and acquisitions established additional procedures and requirements that could
make merger and acquisition activities by foreign investors more time consuming and complex, including requirements in some instances
that the MOC be notified in advance of any change-of-control transaction in which a foreign investor takes control of a PRC domestic
enterprise. Moreover, the Anti-Monopoly Law requires that the MOC shall be notified in advance of any concentration of undertaking if
certain thresholds are triggered. In addition, the security review rules issued by the MOC that became effective in September 2011 specify
that mergers and acquisitions by foreign investors that raise "national defense and security" concerns and mergers and acquisitions
through which foreign investors may acquire de facto control over domestic enterprises that raise "national security" concerns
are subject to strict review by the MOC, and the rules prohibit any activities attempting to bypass a security review, including by structuring
the transaction through a proxy or contractual control arrangement. In the future, we may grow our business by acquiring complementary
businesses. Complying with the requirements of the above-mentioned regulations and other relevant rules to complete such transactions
could be time consuming, and any required approval processes, including obtaining approval from the MOC or its local counterparts may
delay or inhibit our ability to complete such transactions, which could affect our ability to expand our business or maintain our market
share.

 Any failure to comply with PRC regulations
regarding the registration requirements for employee stock incentive plans may subject the PRC plan participants or us to fines and other
legal or administrative sanctions.

 In February 2012, SAFE promulgated the Notices
on Issues Concerning the Foreign Exchange Administration for Domestic Individuals Participating in Stock Incentive Plan of Overseas Publicly-Listed
Company, replacing earlier rules promulgated in March 2007. Pursuant to these rules, PRC citizens and non-PRC citizens who reside in
China for a continuous period of not less than one year who participate in any stock incentive plan of an overseas publicly listed company,
subject to a few exceptions, are required to register with SAFE through a domestic qualified agent, which could be the PRC subsidiary
of such overseas listed company, and complete certain other procedures. In addition, an overseas entrusted institution must be retained
to handle matters in connection with the exercise or sale of stock options and the purchase or sale of shares and interests. We, our
executive officers and other employees who are PRC citizens or who have resided in the PRC for a continuous period of not less than one
year and who have been granted options or other awards are subject to these regulations. Failure to complete the SAFE registrations may
subject them to fines and legal sanctions and may also limit our ability to contribute additional capital into our PRC subsidiary and
limit our PRC subsidiary' ability to distribute dividends to us. We also face regulatory uncertainties that could restrict our
ability to adopt additional incentive plans for our directors, executive officers and employees under PRC law.

 Regulatory bodies of the United States
may be limited in their ability to conduct investigations or inspections of operations in China.

 From time to time, the Company may receive requests
from certain U.S. agencies to investigate or inspect the Company's operations or to otherwise provide information. While the Company
will be compliant with these requests from these regulators, there is no guarantee that such requests will be honored by those entities
who provide services to us or with whom we associate, especially as those entities are located in China. Furthermore, an on-site inspection
of our facilities by any of these regulators may be limited or entirely prohibited. Such inspections, though permitted by the Company
and its affiliates, are subject to the capricious nature of Chinese enforcers and may therefore be impossible to facilitate.

 The recent joint statement by the SEC and
PCAOB, proposed rule changes submitted by Nasdaq, and the Holding Foreign Companies Accountable Act all call for additional and more
stringent criteria to be applied to emerging market companies upon assessing the qualification of their auditors, especially the non-U.S.
auditors who are not inspected by the PCAOB. These developments could add uncertainties to our offering.

 On April 21, 2020, SEC Chairman Jay Clayton and
PCAOB Chairman William D. Duhnke III, along with other senior SEC staff, released a joint statement highlighting the risks associated
with investing in companies based in or have substantial operations in emerging markets including China. The joint statement emphasized
the risks associated with lack of access for the PCAOB to inspect auditors and audit work papers in China and higher risks of fraud in
emerging markets.

 On May 18, 2020, Nasdaq filed three proposals
with the SEC to (i) apply minimum offering size requirement for companies primarily operating in "Restrictive Market", (ii)
adopt a new requirement relating to the qualification of management or board of director for Restrictive Market companies, and (iii)
apply additional and more stringent criteria to an applicant or listed company based on the qualifications of the company's auditors.

 On May 20, 2020, the U.S. Senate passed the Holding
Foreign Companies Accountable Act requiring a foreign company to certify it is not owned or controlled by a foreign government if the
PCAOB is unable to audit specified reports because the company uses a foreign auditor not subject to PCAOB inspection. If the PCAOB is
unable to inspect the Company's auditors for three consecutive years, the issuer's securities are prohibited to trade on
a U.S. stock exchange. On December 2, 2020, the U.S. House of Representatives approved the Holding Foreign Companies Accountable Act.
On December 18, 2020, the Holding Foreign Companies Accountable Act was signed into law.

 On March 24, 2021, the SEC announced that it
had adopted interim final amendments to implement congressionally mandated submission and disclosure requirements of the Act. The interim
final amendments will apply to registrants that the SEC identifies as having filed an annual report on Forms 10-K, 20-F, 40-F or N-CSR
with an audit report issued by a registered public accounting firm that is located in a foreign jurisdiction and that the PCAOB has determined
it is unable to inspect or investigate completely because of a position taken by an authority in that jurisdiction. The SEC will implement
a process for identifying such a registrant and any such identified registrant will be required to submit documentation to the SEC establishing
that it is not owned or controlled by a governmental entity in that foreign jurisdiction, and will also require disclosure in the registrant's
annual report regarding the audit arrangements of, and governmental influence on, such a registrant.

 On June 22, 2021, the U.S. Senate passed a bill
which, if passed by the U.S. House of Representatives and signed into law, would reduce the number of consecutive non-inspection years
required for triggering the prohibitions under the Holding Foreign Companies Accountable Act from three years to two.

 On
December 2, 2021, the SEC issued amendments to finalize rules implementing the submission and disclosure requirements in the Holding
Foreign Companies Accountable Act. The rules apply to registrants that the SEC identifies as having filed an annual report with an audit
report issued by a registered public accounting firm that is located in a foreign jurisdiction and that PCAOB is unable to inspect or
investigate completely because of a position taken by an authority in foreign jurisdictions.

 On
December 16, 2021, the PCAOB issued a report on its determinations that it is unable to inspect or investigate completely PCAOB-registered
public accounting firms headquartered in mainland China and in Hong Kong, because of positions taken by PRC authorities in those jurisdictions.

 On
August 26, 2022, the PCAOB signed a Statement of Protocol (SOP) Agreement with the CSRC and the MOF of the PRC regarding cooperation
in the oversight of PCAOB-registered public accounting firms in the PRC and Hong Kong. The SOP remains unpublished and is subject to
further interpretation and implementation. Pursuant to the fact sheet with respect to the SOP disclosed by the SEC, the SOP seeks to
establish a method for the PCAOB to conduct inspections of PCAOB-registered public accounting firms in the PRC and Hong Kong, as contemplated
by the Sarbanes-Oxley Act. Under the agreement, (a) the PCAOB has sole discretion to select the firms, audit engagements and potential
violations it inspects and investigates without consultation with, or input from, PRC authorities; (b) procedures are in place for PCAOB
inspectors and investigators to view complete audit work papers with all information included and for the PCAOB to retain information
as needed; (c) the PCAOB has direct access to interview and take testimony from all personnel associated with the audits the PCAOB inspects
or investigates; and (d) the PCAOB shall have the unfettered ability to transfer information to the SEC in accordance with the Sarbanes-Oxley
Act, and the SEC can use the information for all regulatory purposes, including administrative or civil enforcement actions. The PCAOB
is required to reassess its determinations as to whether it is able to carry out inspections and investigations completely and without
obstruction by the end of 2022.

 On
December 15, 2022, the PCAOB determined that the PCAOB was able to secure complete access to inspect and investigate registered public
accounting firms headquartered in mainland China and Hong Kong and voted to vacate its previous determinations. However, should PRC authorities
obstruct or otherwise fail to facilitate the PCAOB's access in the future, the PCAOB will consider the need to issue a new determination.

 Our
auditor, the independent registered public accounting firm that issues the audit report included elsewhere in this prospectus, as an
auditor of companies that are traded publicly in the United States and a firm registered with the PCAOB, is subject to laws in the United
States pursuant to which the PCAOB conducts regular inspections to assess our auditor's compliance with the applicable professional
standards. Our auditor is headquartered in San Mateo, California, and is subject to inspection by the PCAOB on a regular basis with the
last inspection in October 2019, and our auditor is not subject to the determinations announced by the PCAOB on December 16, 2021. Despite
that we have a U.S. based auditor that is registered with the PCAOB and subject to PCAOB inspection, there are still risks to the company
and investors if it is later determined that the PCAOB is unable to inspect or investigate completely our auditor because of a position
taken by an authority in a foreign jurisdiction. Such risks include but not limited to that trading in our securities may be prohibited
under the Holding Foreign Companies Accountable Act and as a result an exchange may determine to delist our securities.

 These
recent developments would add uncertainties to our offering and we cannot assure you whether Nasdaq or regulatory authorities would apply
additional and more stringent criteria to us after considering the effectiveness of our auditor's audit procedures and quality
control procedures, adequacy of personnel and training, or sufficiency of resources, geographic reach or experience as it relates to
the audit of our financial statements. It remains unclear what the SEC's implementation process related to the March 2021 interim
final amendments will entail or what further actions the SEC, the PCAOB or Nasdaq will take to address these issues and what impact those
actions will have on U.S. companies that have significant operations in the PRC and have securities listed on a U.S. stock exchange (including
a national securities exchange or over-the-counter stock market). In addition, the March 2021 interim final amendments and any additional
actions, proceedings, or new rules resulting from these efforts to increase U.S. regulatory access to audit information could create
some uncertainty for investors, the market price of our common stock could be adversely affected, trading in our securities may be prohibited
 and we could be delisted if we and our auditor are unable to meet the PCAOB inspection requirement or being required to engage
a new audit firm, which would require significant expense and management time.

 The M&A Rules and certain other PRC
regulations establish complex procedures for some acquisitions of Chinese companies by foreign investors, which could make it more difficult
for us to pursue growth through acquisitions in China.

 The Regulations on Mergers and Acquisitions of
Domestic Companies by Foreign Investors, or the M&A Rules, adopted by six PRC regulatory agencies in August 2006 and amended in 2009,
and some other regulations and rules concerning mergers and acquisitions established additional procedures and requirements that could
make merger and acquisition activities by foreign investors more time consuming and complex, including requirements in some instances
that the MOC be notified in advance of any change-of-control transaction in which a foreign investor takes control of a PRC domestic
enterprise. For example, the M&A Rules require that MOFCOM be notified in advance of any change-of-control transaction in which a
foreign investor takes control of a PRC domestic enterprise, if (i) any important industry is concerned, (ii) such transaction involves
factors that impact or may impact national economic security, or (iii) such transaction will lead to a change in control of a domestic
enterprise which holds a famous trademark or PRC time-honored brand. Moreover, the Anti-Monopoly Law promulgated by the SCNPC effective
in 2008 requires that transactions which are deemed concentrations and involve parties with specified turnover thresholds (i.e., during
the previous fiscal year, (i) the total global turnover of all operators participating in the transaction exceeds RMB10 billion and at
least two of these operators each had a turnover of more than RMB400 million within China, or (ii) the total turnover within China of
all the operators participating in the concentration exceeded RMB 2 billion, and at least two of these operators each had a turnover
of more than RMB 400 million within China) must be cleared by MOFCOM before they can be completed.

 Moreover, the Anti-Monopoly Law requires that
the MOC shall be notified in advance of any concentration of undertaking if certain thresholds are triggered. In addition, the security
review rules issued by the MOC that became effective in September 2011 specify that mergers and acquisitions by foreign investors that
raise "national defense and security" concerns and mergers and acquisitions through which foreign investors may acquire de
facto control over domestic enterprises that raise "national security" concerns are subject to strict review by the MOC,
and the rules prohibit any activities attempting to bypass a security review, including by structuring the transaction through a proxy
or contractual control arrangement. In the future, we may grow our business by acquiring complementary businesses. Complying with the
requirements of the above-mentioned regulations and other relevant rules to complete such transactions could be time consuming, and any
required approval processes, including obtaining approval from the MOC or its local counterparts may delay or inhibit our ability to
complete such transactions, which could affect our ability to expand our business or maintain our market share.

 The approval of the China Securities Regulatory
Commission may be required in connection with this offering, and, if required, we cannot predict whether we will be able to obtain such
approval.

 The Regulations on Mergers and Acquisitions of
Domestic Companies by Foreign Investors, or the M&A Rules, adopted by six PRC regulatory agencies requires an overseas special purpose
vehicle formed for listing purposes through acquisitions of PRC domestic companies and controlled by PRC companies or individuals to
obtain the approval of the China Securities Regulatory Commission, or the CSRC, prior to the listing and trading of such special purpose
vehicle's securities on an overseas stock exchange.

 Our PRC counsel has advised us based on their
understanding of the current PRC laws, rules and regulations that the CSRC's approval is not required for the listing and trading
of our common stock on Nasdaq in the context of this offering, given that: (i) our PRC subsidiary was incorporated as a wholly foreign-owned
enterprise by means of direct investment rather than by merger or acquisition of equity interest or assets of a PRC domestic company
owned by PRC companies or individuals as defined under the M&A Rules that are our beneficial owners; (ii) the CSRC currently has
not issued any definitive rule or interpretation concerning whether offerings like ours under this prospectus are subject to the M&A
Rules; and (iii) no provision in the M&A Rules clearly classifies contractual arrangements as a type of transaction subject to the
M&A Rules.

 However, our PRC counsel has further advised
us that there remains some uncertainties as to how the M&A Rules will be interpreted or implemented in the context of an overseas
offering and its opinions summarized above are subject to any new laws, rules and regulations or detailed implementations and interpretations
in any form relating to the M&A Rules. We cannot assure you that relevant PRC government agencies, including the CSRC, would reach
the same conclusion as we do. If it is determined that CSRC approval is required for this offering, we may face sanctions by the CSRC
or other PRC regulatory agencies for failure to seek CSRC approval for this offering. These sanctions may include fines and penalties
on operations in the PRC, limitations on operating privileges in the PRC, delays in or restrictions on the repatriation of the proceeds
from this offering into the PRC, restrictions on or prohibition of the payments or remittance of dividends by our PRC subsidiary, or
other actions that could have a material and adverse effect on our business, financial condition, results of operations, reputation and
prospects, as well as the trading price of our common stock. Furthermore, the CSRC or other PRC regulatory agencies may also take actions
requiring us, or making it advisable for us, to halt this offering before the settlement and delivery of the common stock that we are
offering. Consequently, if you engage in market trading or other activities in anticipation of and prior to the settlement and delivery
of the common stock we are offering, you would be doing so at the risk that the settlement and delivery may not occur.

 Risks Relating to Our Business and Industry

 Our fertilizer business is seasonal and
affected by factors beyond our control, which may cause our sales and operating results to fluctuate significantly.

 The sale of products from our fertilizer-related
segments is partially dependent upon planting and growing seasons, which vary from year to year, and are expected to result in both seasonal
patterns and substantial fluctuations in quarterly sales and profitability. Different from the traditional organic fertilizer that mostly
be only used as starter fertilizer, our products can be used as both the starter fertilizer and regular fertilizer, which can be applied
during all the periods through the crops' growth. Weather conditions and natural disasters, such as heavy rains, hail, floods,
freezing conditions, windstorms or fire, also affect decisions by our distributors, direct customers and end users about the types and
amounts of products to use and the timing of harvesting and planting. As we increase our sales in our current markets and expand into
new markets in different geographies, it is possible that we may experience different seasonality patterns in our business.

 Disruptions may lead to delays in harvesting
or planting by growers which can result in pushing orders to a future quarter, which could negatively affect results for the quarter
in question and cause fluctuations in operating results. Seasonal variations may be especially pronounced because our product lines are
mainly sold in China. Planting and growing seasons, climatic conditions and other variables on which sales of our products are dependent
vary from year to year and quarter to quarter. As a result, we may experience substantial fluctuations in quarterly sales.

 The overall level of seasonality in our business
is difficult to evaluate as a result of our relatively early stage of development, our limited number of commercialized products, our
expansion into new geographical territories, the introduction of new products and the timing of introductions of new products. Even though
we have implemented safety measures, the Company had insufficient inventory in April, May, October and November. It is possible that
our business may be more seasonal or experience seasonality in different periods than anticipated. Other factors may also contribute
to the unpredictability of the operating results, including the size and timing of significant distributor transactions, the delay or
deferral of use of our commercial technology or products and the fiscal or quarterly budget cycles of our direct customers, distributors,
licensees and end users. Customers may purchase large quantities of our products in a particular quarter to store and use over long periods
of time or time their purchases to manage their inventories, which may cause significant fluctuations in the operating results for a
particular quarter or year.

 Unavoidable Insufficient Inventory during
busy seasons may cause us to lose some portion of our sales.

 Traditional organic fertilizers do have seasonal
sales because their use can only be applied as starter fertilizers before the crops are planted. Our organic fertilizers can be used
as a starter fertilizer or as regular fertilizers which can be applied during the entire growing period of the crops to supplement the
nutrients needed for growth. The Company's inventory during the peak seasons (such as April to May, and October to November) is
insufficient. The Company's fertilizer production capacity has been upgraded from the original 50,000 tons to 70,000 tons, however,
and the seasonal inventory supply gap is still unavoidable. The inevitable inventory shortage may cause us to lose some portion of our
sales.

 Competition in fertilizer and agricultural
industrial products is intense and requires continuous technological development.

 We currently face significant direct and indirect
competition in the markets in which we operate. The markets for fertilizers are intensely competitive and rapidly changing. Many companies
engage in the development of fertilizers, and speed in commercializing a new product can be a significant competitive advantage.

 In most segments of the fertilizer markets, the
number of products available to end customers is steadily increasing as new products are introduced. We may be unable to compete successfully
against our current and future competitors, which may result in price reductions, reduced margins and the inability to achieve market
acceptance for products containing our seed traits and technology. In addition, many of our competitors have substantially greater financial,
marketing, sales, distribution and technical resources than us, and some of our competitors have more experience in R&D, regulatory
matters, manufacturing and marketing. We anticipate increased competition in the future as new companies enter the market and new technologies
become available. Programs to improve genetics and crop protection chemicals are generally concentrated within a relatively small number
of large companies, while non-genetic approaches are underway with a broader set of companies. Mergers and acquisitions in the plant
science, specialty food ingredient and agricultural biotechnology seed and chemical industries may result in even more resources being
concentrated among a smaller number of our competitors.

 Our technology may be rendered obsolete or uneconomical
by technological advances or entirely different approaches developed by one or more of our competitors, which will prevent or limit our
ability to generate revenues from the commercialization of our seed traits and technology. At the same time, the expiration of patents
covering existing products reduces the barriers to entry for competitors. Our ability to compete effectively and to achieve commercial
success depends, in part, on our ability to control manufacturing and marketing costs; effectively price and market our products, successfully
develop an effective marketing program and an efficient supply chain, develop new products with properties attractive to food manufacturers
or growers and commercialize our products quickly without incurring major regulatory costs. We may not be successful in achieving these
factors and any such failure may adversely affect our business, results of operations and financial condition.

 We may not be successful in developing
marketable or commercial technologies.

 Through our patented technology, we process crop
straw in three hours (including corn, rice, wheat, cotton, and other crops) into high quality organic nutritious fertilizer rich in small
molecules, easily absorbed by crops. Our success depends in part on our ability to identify and develop high value fertilizer and agriculture
industrial technologies for use in commercial products. Through our technology sourcing and product development collaborations we commit
substantial efforts and other resources to accomplish this. It may take several years, if at all, before many of our products complete
the development process and become available for production and commercialization.

 As of the date of this registration statement,
many of our products have been commercialized by our patented technology. There can be no assurance that our future fertilizer productivity
and agriculture industrial technologies will be viable for commercial use, or that we will be able to generate revenues from those technologies,
in a significant manner or at all. If seeds or other products that utilize our fertilizer or technology are unsuccessful in achieving
their desired effect or otherwise fail to be commercialized, we will not receive revenues from our customers or royalty payments from
the commercialization of the fertilizer and technologies we develop, which could materially and adversely affect our business, financial
condition, results of operations and growth strategy.

 Fertilizers containing the following traits or
biological treatments that we develop may be unsuccessful or fail to achieve commercialization for any of the following reasons:

 our fertilizers may not be successfully validated
 in the target crops

 our fertilizers may not have the desired effect on
 the relevant crop sought by our end market

 We, our joint ventures or collaborators may be unable
 to obtain the requisite regulatory approvals for the fertilizers

 our competitors may launch competing or more effective
 fertilizers

 we may be unable to patent and/or obtain breeders'
 rights or any other intellectual property rights on our traits and technologies in the necessary jurisdictions

 even if we obtain patent and/or breeders' rights
 or any other intellectual property rights on our fertilizers or processing technologies, such rights may be later challenged by competitors
 or other parties and

 even if we obtain patent and/or breeders' rights
 or any other intellectual property rights on our fertilizers, competitors may design competing products that do not infringe these
 intellectual property rights.

 If we are unable to compete successfully
with our competitors, our financial condition and results of operations may be harmed.

 We encounter intense competition in each of our
business segments on a national, regional and local level. Competition in the industry is primarily based on quality of services, brand
name recognition, geographic coverage and range of services. New and existing competitors may offer competitive rates, greater convenience
or superior services, which could attract customers away from us, resulting in lower revenues for operations. Competition among fertilizer
companies may cause a decrease in price of sales to attract or retain talented employees.

 Our major competitors are Shijiazhuang Xixing
Fertilizer Science and Technology Limited, Nanjing Ningliang Bio-chemistry Engineering Limited, Shijiazhuang Jintaiyang Biology Organic
Fertilizer Limited, Beijing Wotu Tiandi Biological Science Limited, Zhenzhou Yongfeng Biology Fertilizer Limited, Shandong Jianong Biological
Engineering Limited, Beijing Aeronautics Hengfeng Technology Limited, Beijing Century Armstrong Biological Technology Limited, GengLiduo
Biological Technology Limited.

 We do not have multinational competitors. Due
to the high price of organic fertilizers from other countries, China has few organic fertilizer imports. The fertilizers produced by
international fertilizer companies entering the Chinese organic fertilizer market are mainly special functional fertilizers such as foliar
fertilizers. These functional fertilizers are not selling well in the domestic market due to high price.

 Some of our competitors may have a broader national
presence than us, a more established branding recognition than us in major markets and more financial or other resources than us. Others
may have smaller aggregate businesses than us but may be more established and have greater market presence and brand name recognition
on a local or regional basis. We are also subject to competition from other large national and international companies. These companies
may have more financial or other resources than us. If we fail to compete effectively, our business operations and financial condition
will suffer.

 The loss of any of our key suppliers and/or
customers could have a materially adverse effect on our results of operations.

 We consider our major suppliers in each period
to be those suppliers that accounted for more than 10% of overall purchases in such period. For the years ended December 31, 2021 and
2020, 77% and 45% of our supplies came from five and two key suppliers, respectively. For the year ended December 31, 2022, 76% of our
supplies came from two key suppliers. Although we believe that we can locate replacement suppliers readily on the market for prevailing
prices and that we may not have significant difficulty replacing a given supplier, any difficulty in replacing such a supplier could
adversely affect our company's performance to the extent it results in higher prices, slower supply chain and ultimately less desirable
results of operations.

 In addition, for the years ended December 31,
2021 and 2020, two key customers accounted for 71% and 78% of our revenues, respectively. For the year ended December 31, 2022, two key
customers accounted for 78% of our revenues. As the majority of our revenues are driven by individual orders for organic fertilizers,
there can be no assurance that we will maintain or improve the relationships with customers who do not have long-term contracts with
us. Our major customers often change each period based on when a given order is placed. If we cannot maintain long-term relationships
with major customers or replace major customers from period to period with equivalent customers, the loss of such sales could have an
adverse effect on our business, financial condition and results of operations.

 We have engaged in transactions with related
parties, and such transactions present possible conflicts of interest that could have an adverse effect on our business and results of
operations.

 We have entered into a number of transactions
with related parties, including our shareholders, directors and executive officers. For example, for fiscal year ended December 31, 2022,
we have due to related paties balance of $897,821,$102,007,and $45,080, respectively, from Mr. Lirong Wang, Ms. Xueying Sheng, and Mr.
Guohua Lin. See " Related Party Transactions. " We may in the future enter into additional transactions with entities
in which members of our board of directors and other related parties hold ownership interests.

 Transactions with the entities in which related
parties hold ownership interests present potential for conflicts of interest, as the interests of these entities and their shareholders
may not align with the interests of the Company and our unaffiliated shareholders with respect to the negotiation of, and certain other
matters related to, our purchases from and other transactions with such entities. Conflicts of interest may also arise in connection
with the exercise of contractual remedies under these transactions, such as the treatment of events of default.

 Currently, our Board of Directors has authorized
the Audit Committee upon its formation to review and approve all material related party transaction. We rely on the laws of the State
of Nevada, which provide that directors owe a duty of care and a duty of loyalty to our company. Nevertheless, we may have achieved more
favorable terms if such transactions had not been entered into with related parties and these transactions, individually or in the aggregate,
may have an adverse effect on our business and results of operations or may result in government enforcement actions or other litigation.

 Our product development cycle is lengthy
and uncertain and we may never generate revenues or earn revenues on the sale of our products currently in development.

 The research and development in the crop productivity
and agriculture biotech industries is expensive, complex, prolonged and uncertain. We may spend many years and dedicate significant financial
and other resources developing products that may never generate revenues or come to market. Our process of developing and commercializing
technologies involves several phases and can take several years from discovery to commercialization of a product.

 Development of new or improved agricultural products
involves risks of failure inherent in the development of products based on innovative and complex technologies. These risks include the
possibility that:

 our products will fail to perform as expected in the
 field

 our products will not receive necessary regulatory
 permits and governmental clearances in the markets in which we intend to sell them

 our products may have adverse effects on consumers

 consumer preferences, which are unpredictable and
 can vary greatly, may change quickly, making our products no longer desirable

 our competitors develop new products that have other
 more appealing characteristics than our products

 our products will be viewed as too expensive by food
 companies or growers as compared to competitive products

 our products will be difficult to produce on a large
 scale or will not be economical to grow

 intellectual property and other proprietary rights
 of third parties will prevent us, our research and development partners or our licensees from marketing and selling our products

 we may be unable to patent or otherwise obtain intellectual
 property protection for our discoveries in the necessary jurisdictions

 we or the customers that we sell our products to may
 be unable to fully develop or commercialize our products in a timely manner or at all and

 third parties may develop superior or equivalent products.

 We intend to continue to invest in research and
development including additional and expanded field testing to validate potential products in real world conditions. Because of the long
product development cycle and the complexities and uncertainties associated with biotech and agricultural industrial technologies, there
can be no assurance that we will ever generate significant revenues from the technologies or products that we are currently developing
without significant delay, without the incurrence of unanticipated costs or at all.

 We depend on our key personnel and research
employees, and we may be adversely affected if we are unable to attract and retain qualified scientific and business personnel.

 Our business is dependent on our ability to recruit
and maintain highly skilled and qualified individuals through direct employment or collaboration arrangements, with expertise in a range
of disciplines, including biology, chemistry, plant genetics, agronomics, mathematics programming and other subjects relevant to our
business. Our ability to recruit such a work force depends in part on our ability to maintain our market leadership in agricultural biotech
industry in China. Maintaining our ability to attract highly-skilled workers and leading scientific institutions depends in part on our
ability to maintain a strong technology platform and state-of-the-art facilities, as well as our ability to consistently and successfully
commercialize our technology. There can be no assurance that we will be able to maintain leading scientific capabilities or continue
to successfully maintain advanced technology in the market.

 We do not enter into non-compete agreements
with our employees, and therefore we may be unable to prevent our competitors from benefiting from the expertise of our former employees.

 We do not enter into non-compete agreements with
our employees, which prevents us from limiting our key employees from joining our competitors or competing directly against us. As a
result, we may be unable to prevent our competitors from benefiting from the expertise of such employees. Direct competition by a former
employee could materially adversely affect our business, results of operations and ability to capitalize on our proprietary information.

 We have a limited operating history in
our market, which makes it difficult to evaluate our future prospects.

 We started engaging in our business in the last
few years and have limited revenues to date. As our business develops or responds to competition, we may continue to introduce new products
and services or make adjustments to our existing offerings and business model. In connection with the introduction of new products or
in response to general economic conditions, we may impose more stringent borrower qualifications to ensure the quality of loans facilitated
by our companies, which may negatively affect the growth of our business. Any significant change to our business model may not achieve
expected results and may have a material and adverse impact on our financial conditions and results of operations. It is therefore difficult
to effectively assess our future prospects. The risks and challenges we encounter or may encounter in this developing and rapidly evolving
market may have impacts on our business and prospects. These risks and challenges include our ability to, among other things:

 navigate an evolving regulatory environment;

 expand the base of borrowers and lenders;

 broaden our loan product offerings;

 enhance our risk management capabilities;

 improve our operational efficiency;

 cultivate a vibrant consumer finance ecosystem;

 maintain the security of our IT infrastructure and
 the confidentiality of the information provided and utilized across our platform;

 attract, retain and motivate talented employees; and

 defend ourselves against litigation, regulatory, intellectual
 property, privacy or other claims.

 If we fail to educate potential borrowers and
lenders about the value of our services, if the market for our services does not develop as we expect, or if we fail to address the needs
of our target market, or other risks and challenges, our business and results of operations will be harmed.

 The loss of any of our key customers could
reduce our revenues and our profitability.

 For the years ended December 31, 2022 and 2021,
revenue from two customers represented 78% and 71% of our revenue, respectively. As the majority of our revenues are driven by individual
orders for fertilizer products, there can be no assurance that we will maintain or improve the relationships with customers who do not
have long-term contracts with us. Our major customers often change each period based on when a given order is placed. If we cannot maintain
long-term relationships with major customers or replace major customers from period to period with equivalent customers, the loss of
such sales could have an adverse effect on our business, financial condition and results of operations.

 Any failure of any of our key suppliers
to deliver necessary materials could result in delays in our products development or marketing schedules.

 For the years ended December 31, 2021 and 2020,
five and two suppliers accounted for 77% and 45% of our purchases, respectively. For the year ended December 31, 2022, two suppliers
accounted for 76% of our purchases, respectively. We are dependent on our suppliers for our products. Our suppliers may fail to meet
timelines or contractual obligations or provide us with sufficient products, which may adversely affect our business. Certain of our
contracts with key suppliers can be terminated by the supplier upon giving notice within a certain period and restrict us from using
other suppliers. Failure to appropriately structure or adequately manage our agreements with third parties may adversely affect our supply
of products. We are also subject to credit risk with respect to our third-party suppliers. If any such suppliers become insolvent, an
appointed trustee could potentially ignore the service contracts we have in place with such party, resulting in increased charges or
the termination of the service contracts. We may not be able to replace a service provider within a reasonable period of time, on as
favorable terms or without disruption to operations. Any adverse changes to our relationships with third-party suppliers could have a
material adverse effect on our image, brand and reputation, as well as on our business, financial condition and results of operations.

 In addition, to the extent that our creditworthiness
might be impaired, or general economic conditions decline, certain of our key suppliers may demand onerous payment terms that could materially
adversely affect our working capital position, or such suppliers may refuse to continue to supply to us. A number of our key suppliers
have taken out trade credit insurance on our ability to pay them. To the extent that such trade credit insurance becomes unobtainable
or more expensive due to market conditions, we may face adverse changes to payment terms by our key suppliers, or they may refuse to
continue to supply us.

 We may have difficulty managing the risk
associated with doing business in the Chinese fertilizer and agricultural products industry.

 In general, the fertilizer and agricultural products
industry in China is affected by a series of factors, including, but not limited to, natural, economic and social such as climate, market,
technology, regulation, and globalization, which makes risk management difficult. Fertilizer and agricultural products operations in
China face similar risks as present in other countries, however, in the PRC these can either be mitigated or exacerbated due to governmental
intervention through policy promulgation and implementation either in the fertilizer and agricultural products or sectors which provide
critical inputs to fertilizer and agricultural products such as energy or outputs such as transportation. While not an exhaustive list,
the following factors could significantly affect our ability to do business:

 food, feed, and energy demand;

 agricultural, financial, energy and renewable energy
 and trade policies;

 input and output pricing due to market factors and
 regulatory policies;

 production and crop progress due to adverse weather
 conditions, equipment deliveries, and water and irrigation conditions; and

 infrastructure conditions and policies.

 Currently, we do not hold and do not intend to
purchase insurance policies to protect revenue in the case that the above conditions cause losses of revenue.

 If we do not compete effectively, our results
of operations could be harmed.

 Our industry in China is intensely competitive
and evolving. Our competitors operate with different business models, have different cost structures or participate selectively in different
market segments. They may ultimately prove more successful or more adaptable to new regulatory, technological and other developments.
Some of our current and potential competitors have significantly more financial, technical, marketing and other resources than we do
and may be able to devote greater resources to the development, promotion, sale and support of their services. Our competitors may also
have longer operating histories, more extensive borrower or lender bases, greater brand recognition and brand loyalty and broader partner
relationships than us. Additionally, a current or potential competitor may acquire one or more of our existing competitors or form a
strategic alliance with one or more of our competitors. If we are unable to compete with such companies and meet the need for innovation
in our industry, the demand for our services could stagnate or substantially decline, we could experience reduced revenues or our services
could fail to achieve or maintain more widespread market acceptance, any of which could harm our business and results of operations.

 If we fail to promote and maintain our
brand in an effective and cost-efficient way, our business and results of operations may be harmed.

 The continued development and success of our
business relies on the recognition of our brands. We believe that developing and maintaining awareness of our brand effectively is critical
to attracting new and retaining existing borrowers and lenders to our services. Successful promotion of our brand and our ability to
attract qualified borrowers and sufficient lenders depend largely on the effectiveness of our marketing efforts and the success of the
channels we use to promote our services. Our efforts to build our brand have caused us to incur significant expenses, and it is likely
that our future marketing efforts will require us to incur significant additional expenses. These efforts may not result in increased
revenues in the immediate future or at all and, even if they do, any increases in revenues may not offset the expenses incurred. If we
fail to successfully promote and maintain our brand while incurring substantial expenses, our results of operations and financial condition
would be adversely affected, which may impair our ability to grow our business.

 If we fail to develop and maintain an effective
system of internal control over financial reporting, we may be unable to accurately report our financial results or prevent fraud.

 Our independent registered public accounting
firm has not conducted an audit of our internal control over financial reporting. We also have a history of not filing our periodic reports
on time due to uncontrollable reasons. As defined in the standards established by the Public Company Accounting Oversight Board of the
United States, or PCAOB, a "material weakness" is a deficiency, or combination of deficiencies, in internal control over
financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements
will not be prevented or detected on a timely basis.

 One material weakness that has been identified
related to our lack of sufficient financial reporting and accounting personnel with appropriate knowledge of U.S. GAAP and SEC reporting
requirements to properly address complex U.S. GAAP accounting issues and to prepare and review our consolidated financial statements
and related disclosures to fulfil U.S. GAAP and SEC financial reporting requirements. The other material weakness that has been identified
related to our lack of comprehensive accounting policies and procedures manual in accordance with U.S. GAAP.

 We have implemented a number of measures to address
the material weaknesses that have been identified in connection with the audits of our consolidated financial statements as of and for
the two years ended December 31, 2022 and 2021. However, there is no assurance that we will not have any material weakness in the future.
Failure to discover and address any control deficiencies could result in inaccuracies in our financial statements and impair our ability
to comply with applicable financial reporting requirements and related regulatory filings on a timely basis. Moreover, ineffective internal
control over financial reporting could significantly hinder our ability to prevent fraud. Ineffective internal control over financial
reporting could expose us to increased risk of fraud or misuse of corporate assets and subject us to potential delisting from the stock
exchange on which we list, regulatory investigations and civil or criminal sanctions. We may also be required to restate our financial
statements from prior periods.

 Failure to maintain effective internal
controls in accordance with Section 404 of the Sarbanes-Oxley Act could have a material adverse effect on our business and operating
results.

 If we fail to comply with the requirements of
Section 404 of the Sarbanes-Oxley Act regarding internal control over financial reporting or to remedy any material weaknesses in our
internal controls that we may identify, such failure could result in material misstatements in our financial statements, cause investors
to lose confidence in our reported financial information and have a negative effect on the trading price of our common shares.

 Pursuant to Section 404 of the Sarbanes-Oxley
Act and current SEC regulations, we are required to prepare assessments regarding internal controls over financial reporting. In connection
with our on-going assessment of the effectiveness of our internal control over financial reporting, we may discover "material weaknesses"
in our internal controls as defined in standards established by the Public Company Accounting Oversight Board, or the PCAOB. A material
weakness is a significant deficiency, or combination of significant deficiencies, that results in more than a remote likelihood that
a material misstatement of the annual or interim financial statements will not be prevented or detected. The PCAOB defines "significant
deficiency" as a deficiency that results in more than a remote likelihood that a misstatement of the financial statements that
is more than inconsequential will not be prevented or detected. We determined that our disclosure controls and procedures over financial
reporting are not effective and were not effective as of December 31, 2022.

 The process of designing and implementing effective
internal controls is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory
environments and to expend significant resources to maintain a system of internal controls that is adequate to satisfy our reporting
obligations as a public company. We cannot assure you that we will implement and maintain adequate controls over our financial process
and reporting in the future or that the measures we will take will remediate any material weaknesses that we may identify in the future.

 Our business depends on the continued efforts
of our senior management. If one or more of our key executives were unable or unwilling to continue in their present positions, our business
may be severely disrupted.

 Our business operations depend on the continued
services of our senior management, particularly the executive officers named in this prospectus. While we have provided different incentives
to our management, we cannot assure you that we can continue to retain their services. We currently do not carry a "key man"
life insurance on the officers. Therefore, if one or more of our key executives are unable or unwilling to continue in their present
positions, we may incur substantial cost or may not be able to replace them at all. Consequently, our future growth may be constrained,
our business may be severely disrupted, and our financial condition and results of operations may be materially and adversely affected.
If that is the case, we may incur additional expenses to recruit, train and retain qualified personnel. In addition, although we have
entered into confidentiality and non-competition agreements with our management, there is no assurance that any member of our management
team will not join our competitors or form a competing business. If any dispute arises between our current or former officers and us,
we may have to incur substantial costs and expenses in order to enforce such agreements in China or we may be unable to enforce them
at all.

 Competition for employees is intense, and
we may not be able to attract and retain the qualified and skilled employees needed to support our business.

 We believe our success depends on the efforts
and talent of our employees, including risk management, software engineering, financial and marketing personnel. Our future success depends
on our continued ability to attract, develop, motivate and retain qualified and skilled employees. Competition for highly skilled technical,
risk management and financial personnel is extremely intense. We may not be able to hire and retain these personnel at compensation levels
consistent with our existing compensation and salary structure. Some of the companies with which we compete for experienced employees
have greater resources than we have and may be able to offer more attractive terms of employment.

 In addition, we invest significant time and expenses
in training our employees, which increases their value to competitors who may seek to recruit them. If we fail to retain our employees,
we could incur significant expenses in hiring and training their replacements, and the quality of our services and our ability to serve
borrowers and lenders could diminish, resulting in a material adverse effect to our business.

 Increases in labor costs in the PRC may
adversely affect our business and results of operations.

 The economy in China has experienced increases
in inflation and labor costs in recent years. As a result, average wages in the PRC are expected to continue to increase. In addition,
we are required by PRC laws and regulations to pay various statutory employee benefits, including pension, housing fund, medical insurance,
work-related injury insurance, unemployment insurance and maternity insurance to designated government agencies for the benefit of our
employees. The relevant government agencies may examine whether an employer has made adequate payments to the statutory employee benefits,
and those employers who fail to make adequate payments may be subject to late payment fees, fines and/or other penalties. We expect that
our labor costs, including wages and employee benefits, will continue to increase. Unless we are able to control our labor costs or pass
on these increased labor costs to our users by increasing the fees of our services, our financial condition and results of operations
may be adversely affected.

 We do not have any business insurance coverage.

 Insurance companies in China currently do not
offer as extensive of an array of insurance products as insurance companies in more developed economies do. Currently, we do not have
any business liability or disruption insurance to cover our operations. We have determined that the costs of insuring for these risks
and the difficulties associated with acquiring such insurance on commercially reasonable terms make it impractical for us to have such
insurance. Any uninsured business disruptions may result in our incurring substantial costs and the diversion of resources, which could
have an adverse effect on our results of operations and financial condition.

 We face Risks Relating to natural disasters,
health epidemics and other outbreaks, which could significantly disrupt operations.

 We are vulnerable to natural disasters and other
calamities. Fire, floods, typhoons, earthquakes, power loss, telecommunications failures, break-ins, war, riots, terrorist attacks or
similar events may give rise to server interruptions, breakdowns, system failures, technology service failures or internet failures,
which could cause the loss or corruption of data or malfunctions of software or hardware, as well as adversely affect our ability to
provide products and services on our service.

 Our business could also be adversely affected
by the effects of virus, flu and other diseases. Our business operations could be disrupted if any of our employees is suspected of having
virus, flu and other diseases, since it could require our employees to be quarantined and/or our offices to be disinfected. In addition,
our results of operations could be adversely affected to the extent that any of these epidemics harms the Chinese economy in general.

 We may be subject to the general risks
underlying the agriculture industry in PRC market.

 The agriculture industry in the PRC market has
been mature. Particularly, we are principally engaged in the fertilizer processing and distribution business in the People's Republic
of China. Therefore, we need to be cautious in selecting our business focus and expansion strategy, and we should be constantly aware
of the innovation risk, technology risk and market risk in the industries. If we fail to make an accurate judgment of the current market,
our performance can be severely impacted.

 We may be adversely affected by global
economic conditions.

 Our ability to continue to develop and grow our
business, build proprietary distribution channels and generate revenues from product sales and royalty payments may be adversely affected
by global economic conditions in the future, including instability in credit markets, declining consumer and business confidence, fluctuating
commodity prices and interest rates, volatile exchange rates and other challenges that could affect the global economy such as the changing
financial regulatory environment. For example, our customers and licensees may experience deterioration of their businesses, cash flow
shortages or difficulties obtaining financing, which could adversely affect the demand for our technologies, products and services. In
addition, our earnings may be adversely affected by fluctuations in the price of certain commodities, such as grains, milk, meat, biofuels
and biomaterials. If commodity prices are negatively impacted, the value of our products could be directly and negatively impacted. Additionally,
growers' incomes have historically been negatively affected by commodity prices. As a result, fluctuations in commodity prices
could have an impact on growers' purchasing decisions and negatively affect their ability and decisions to purchase our seeds or
products that incorporate our proprietary technology. We cannot anticipate all of the ways in which the current economic climate and
financial market conditions could adversely impact our business.

 Changes in laws and regulations to which
we are subject, or to which we may become subject in the future, may materially increase our costs of operation, decrease operating revenues
and disrupt business.

 Laws and regulatory standards and procedures
that impact our business are continuously changing. Responding to these changes and meeting existing and new requirements may be costly
and burdensome. Changes in laws and regulations may occur that could:

 impair or eliminate our ability to source technology
 and develop our products, including validating our products through field trials and passing biosafety evaluations

 increase our compliance and other costs of doing business
 through increases in the cost to protect our intellectual property, including know-how, trade secrets and regulatory data, or increases
 in the cost to obtain the necessary regulatory approvals to commercialize and market the products we develop directly or jointly

 require significant product redesign or redevelopment

 render our seed traits and technology and products
 that incorporate them less profitable or less attractive compared to competing products

 reduce the amount of revenues we receive from government
 grants, licenses or other royalties and

 discourage us and other collaborators from offering,
 and end markets from purchasing, products that incorporate our seed traits and technology.

 Any of these events could have a material adverse
effect on our business, results of operations and financial condition. Legislation and jurisprudence on intellectual property in the
key markets where we seek protection, primarily in China, is evolving and changes in laws could affect our ability to obtain or maintain
intellectual property protection for our products. Any changes to these existing laws and regulations may materially increase our costs,
decrease our revenues and disrupt our business.

 The overall agricultural industry is susceptible
to commodity price changes and we, along with our food manufacturing customers and grower customers, are exposed to market risks from
changes in commodity prices.

 Changes in the prices of certain commodity products
could result in higher overall cost along the agricultural supply chain, which may negatively affect our ability to commercialize our
products We will be susceptible to changes in costs in the agricultural industry as a result of factors beyond our control, such as general
economic conditions, seasonal fluctuations, weather conditions, demand, food safety concerns, product recalls and government regulations.
As a result, we may not be able to anticipate or react to changing costs by adjusting our practices, which could cause operating results
to deteriorate.

 Our operations are subject to various health
and environmental risks associated with our use, handling and disposal of potentially toxic materials.

 We are subject to numerous federal, state, local
and foreign environmental, health and safety laws and regulations, including those governing laboratory procedures, the handling, use,
storage, treatment, manufacture and disposal of wastes, discharge of pollutants into the environment and human health and safety matters.

 Although there are no hazardous substances in
the raw materials used by us that will affect and damage the company's employees, factory, other property and the environment.
The safety of raw materials is also one of the requirements when applying for the fertilizer registration certificate. We cannot completely
eliminate the risk of contamination or discharge and any resultant injury from these materials. If these risks were to materialize, we
could be subject to fines, liability, reputational harm or otherwise adverse effects on our business. We may be sued for any injury or
contamination that results from our use or the use by third parties of these materials, or may otherwise be required to remedy the contamination,
and our liability may exceed any insurance coverage and our total assets. Furthermore, compliance with environmental, health and safety
laws and regulations may be expensive and may impair our Research & Development efforts. If we fail to comply with these requirements,
we could incur substantial costs and liabilities, including civil or criminal fines and penalties, clean-up costs or capital expenditures
for control equipment or operational changes necessary to achieve and maintain compliance. In addition, we cannot predict the impact
on our business of new or amended environmental, health and safety laws or regulations or any changes in the way existing and future
laws and regulations are interpreted and enforced. These current or future laws and regulations may impair our research, development
or production efforts.

 Failure to maintain or enhance our brands
or image could have a material and adverse effect on our business and results of operations.

 We believe our brands are associated with a well-recognized,
integrated fertilizers company in the local markets that it operates, with consistent high-quality products end customers in China. Our
brands are integral to our sales and marketing efforts. Our continued success in maintaining and enhancing our brand and image depends
to a large extent on our ability to satisfy customer needs by further developing and maintaining quality of services across our operations,
as well as our ability to respond to competitive pressures. If we are unable to satisfy customer needs or if our public image or reputation
were otherwise diminished, our business transactions with our customers may decline, which could in turn adversely affect our results
of operations.

 Any failure to protect our trademarks and
other intellectual property rights could have a negative impact on our business.

 We believe our intellectual property rights are
critical to our success. Any unauthorized use of our intellectual property rights could harm our competitive advantages and business.
Implementation of Chinese intellectual property-related laws have historically been lacking, primarily because of ambiguities in Chinese
laws and enforcement difficulties. Accordingly, intellectual property rights and confidentiality protections in China may not be as effective
as in the United States or other western countries. Furthermore, policing unauthorized use of proprietary technology is difficult and
expensive, and we may need to resort to litigation to enforce or defend patents issued to us or to determine the enforceability, scope
and validity of our proprietary rights or those of others. Such litigation and an adverse determination in any such litigation, if any,
could result in substantial costs and diversion of resources and management attention, which could harm our business and competitive
position. If we are unable to adequately protect our brand, trademarks and other intellectual property rights, we may lose these rights
and our business may suffer materially.

 Our outstanding long-term loan and other
financing arrangement payable may adversely affect our available cash flow and our ability to operate our business.

 As of December 31, 2022 and 2021, our long-term
loan payable balances were $0 and $283, 860 respectively. We also have advances from related parties (Mr. Lirong Wang, Ms. Xueying Sheng
and Mr. Guohua Lin) for working capital of the Company which are due on demand, non-interest bearing, and unsecured. For further information,
see " Related Party Transaction s."

 Our outstanding and future loans, combined with
our other financial obligations and contractual commitments, could have negative consequences on our business and financial condition.
We believe that our cash, cash equivalents on hand will be sufficient to meet our current and anticipated needs for general corporate
purposes for at least the next 12 months. However, we need to make continued investment for our expansion in facilities and to retain
talents to remain competitive. There can be no assurance that we will be able to raise additional capital on terms favorable to us, or
at all, if and when required, especially if we experience disappointing operating results. If adequate capital is not available to us
as required, our ability to fund operations, take advantage of unanticipated opportunities, develop or enhance our facilities or respond
to competitive pressures could be significantly limited.

 Increases in labor costs in the PRC may
adversely affect our business and our profitability.

 China's economy has experienced increases
in labor costs in recent years. China's overall economy and the average wage in China is expected to continue to grow. The average
wage level for our employees has also increased in recent years. We expect that our labor costs, including wages and employee benefits,
will continue to increase. Unless we are able to pass on these increased labor costs to our customers by increasing prices for our products
or services, our profitability and results of operations may be materially and adversely affected.

 In addition, we have been subject to stricter
regulatory requirements in terms of entering into labor contracts with our employees and paying various statutory employee benefits,
including pensions, housing fund, medical insurance, work-related injury insurance, unemployment insurance and childbearing insurance
to designated government agencies for the benefit of our employees. Pursuant to the PRC Labor Contract Law, or the Labor Contract Law,
that became effective in January 2008 and its implementing rules that became effective in September 2008 and its amendments that became
effective in July 2013, employers are subject to stricter requirements in terms of signing labor contracts, minimum wages, paying remuneration,
determining the term of employees' probation and unilaterally terminating labor contracts. In the event that we decide to terminate
some of our employees or otherwise change our employment or labor practices, the Labor Contract Law and its implementation rules may
limit our ability to effect those changes in a desirable or cost-effective manner, which could adversely affect our business and results
of operations. Besides, pursuant to the Labor Contract Law and its amendments, dispatched employees are intended to be a supplementary
form of employment and the fundamental form should be direct employment by enterprises and organizations that require employees. Further,
it is expressly stated in the Interim Provisions on Labor Dispatch that became effective on March 1, 2014 that the number of seconded
employees an employer uses may not exceed 10% of its total labor force and the employer has a two-year transition period to comply with
such requirement. The VIE and its consolidated subsidiaries and consolidated branch offices used seconded employees for their principal
business activities. The transition period ended on February 29, 2016, and those PRC subsidiaries have taken steps to decrease the number
of seconded employees. If the relevant PRC subsidiaries are deemed to have violated the limitation on the use of seconded employees under
the relevant labor laws and regulations, we may be subject to fines and incur other costs to make required changes to our current employment
practices.

 As the interpretation and implementation of labor-related
laws and regulations are still evolving, we cannot assure you that our employment practice does not and will not violate labor-related
laws and regulations in China, which may subject us to labor disputes or government investigations. If we are deemed to have violated
relevant labor laws and regulations, we could be required to provide additional compensation to our employees and our business, and our
financial condition and results of operations could be materially and adversely affected.

 We may be liable for improper use or appropriation
of personal information provided by our customers.

 We may become subject to a variety of laws and
regulations in the PRC regarding privacy, data security, cybersecurity, and data protection. These laws and regulations are continuously
evolving and developing. The scope and interpretation of the laws that are or may be applicable to us are often uncertain and may be
conflicting, particularly with respect to foreign laws. In particular, there are numerous laws and regulations regarding privacy and
the collection, sharing, use, processing, disclosure, and protection of personal information and other user data. Such laws and regulations
often vary in scope, may be subject to differing interpretations, and may be inconsistent among different jurisdictions.

 We expect to obtain information about various
aspects of operations as well as regarding our employees and third parties. We also maintain information about various aspects of operations
as well as regarding our employees. The integrity and protection of our customer, employee and company data is critical to our business.
Our customers and employees expect that we will adequately protect their personal information. We are required by applicable laws to
keep strictly confidential the personal information that we collect, and to take adequate security measures to safeguard such information.

 The PRC Criminal Law, as amended by its Amendment
7 (effective on February 28, 2009) and Amendment 9 (effective on November 1, 2015), prohibits institutions, companies and their employees
from selling or otherwise illegally disclosing a citizen's personal information obtained during the course of performing duties
or providing services or obtaining such information through theft or other illegal ways. On November 7, 2016, the Standing Committee
of the PRC National People's Congress issued the Cyber Security Law of the PRC, or Cyber Security Law, which became effective on
June 1, 2017.

 Pursuant to the Cyber Security Law, network operators
must not, without users' consent, collect their personal information, and may only collect users' personal information necessary
to provide their services. Providers are also obliged to provide security maintenance for their products and services and shall comply
with provisions regarding the protection of personal information as stipulated under the relevant laws and regulations.

 The Civil Code of the PRC (issued by the PRC
National People's Congress on May 28, 2020 and effective from January 1, 2021) provides main legal basis for privacy and personal
information infringement claims under the Chinese civil laws. PRC regulators, including the Cyberspace Administration of China, MIIT,
and the Ministry of Public Security have been increasingly focused on regulation in the areas of data security and data protection.

 The PRC regulatory requirements regarding cybersecurity
are constantly evolving. For instance, various regulatory bodies in China, including the Cyberspace Administration of China, the Ministry
of Public Security and the SAMR, have enforced data privacy and protection laws and regulations with varying and evolving standards and
interpretations. In April 2020, the Chinese government promulgated Cybersecurity Review Measures, which came into effect on June 1, 2020.
According to the Cybersecurity Review Measures, operators of critical information infrastructure must pass a cybersecurity review when
purchasing network products and services which do or may affect national security.

 In November 2016, the Standing Committee of China's
National People's Congress passed China's first Cybersecurity Law ("CSL"), which became effective in June 2017.
The CSL is the first PRC law that systematically lays out the regulatory requirements on cybersecurity and data protection, subjecting
many previously under-regulated or unregulated activities in cyberspace to government scrutiny. The legal consequences of violation of
the CSL include penalties of warning, confiscation of illegal income, suspension of related business, winding up for rectification, shutting
down the websites, and revocation of business license or relevant permits. In April 2020, the Cyberspace Administration of China and
certain other PRC regulatory authorities promulgated the Cybersecurity Review Measures, which became effective in June 2020. Pursuant
to the Cybersecurity Review Measures, operators of critical information infrastructure must pass a cybersecurity review when purchasing
network products and services which do or may affect national security. On July 10, 2021, the Cyberspace Administration of China issued
a revised draft of the Measures for Cybersecurity Review for public comments ("Draft Measures"), which required that, in
addition to "operator of critical information infrastructure," any "data processor" carrying out data processing
activities that affect or may affect national security should also be subject to cybersecurity review, and further elaborated the factors
to be considered when assessing the national security risks of the relevant activities, including, among others, (i) the risk of core
data, important data or a large amount of personal information being stolen, leaked, destroyed, and illegally used or exited the country;
and (ii) the risk of critical information infrastructure, core data, important data or a large amount of personal information being affected,
controlled, or maliciously used by foreign governments after listing abroad. The Cyberspace Administration of China has said that under
the proposed rules companies holding data on more than 1,000,000 users must now apply for cybersecurity approval when seeking listings
in other nations because of the risk that such data and personal information could be "affected, controlled, and maliciously exploited
by foreign governments," The cybersecurity review will also investigate the potential national security risks from overseas IPOs.
We do not know what regulations will be adopted or how such regulations will affect us and our listing on Nasdaq. In the event that the
Cyberspace Administration of China determines that we are subject to these regulations, we may be required to delist from Nasdaq and
we may be subject to fines and penalties.

 On June 10, 2021, the Standing Committee of the
National People's Congress enacted the PRC Data Security Law, which took effect on September 1, 2021. The law requires data collection
to be conducted in a legitimate and proper manner, and stipulates that, for the purpose of data protection, data processing activities
must be conducted based on data classification and hierarchical protection system for data security.

 On July 6, 2021, the General Office of the Communist
Party of China Central Committee and the General Office of the State Council jointly issued a document to crack down on illegal activities
in the securities market and promote the high-quality development of the capital market, which, among other things, requires the relevant
governmental authorities to strengthen cross-border oversight of law-enforcement and judicial cooperation, to enhance supervision over
Mainland China-based companies listed overseas, and to establish and improve the system of extraterritorial application of the PRC securities
laws.

 On August 20, 2021, the 30th meeting of the Standing
Committee of the 13th National People's Congress voted and passed the "Personal Information Protection Law of the People's
Republic of China", or "PRC Personal Information Protection Law", which became effective on November 1, 2021. The PRC
Personal Information Protection Law applies to the processing of personal information of natural persons within the territory of Mainland
China that is carried out outside of Mainland China where (1) such processing is for the purpose of providing products or services for
natural persons within Mainland China, (2) such processing is to analyze or evaluate the behavior of natural persons within Mainland
China, or (3) there are any other circumstances stipulated by related laws and administrative regulations.

 On December 24, 2021, the China Securities Regulatory
Commission ("CSRC"), together with other relevant government authorities in Mainland China issued the Provisions of the State
Council on the Administration of Overseas Securities Offering and Listing by Domestic Companies (Draft for Comments), and the Measures
for the Filing of Overseas Securities Offering and Listing by Domestic Companies (Draft for Comments) ("Draft Overseas Listing
Regulations"). The Draft Overseas Listing Regulations require that a Mainland China domestic enterprise seeking to issue and list
its shares overseas ("Overseas Issuance and Listing") shall complete the filing procedures of and submit the relevant information
to CSRC. The Overseas Issuance and Listing includes direct and indirect issuance and listing. Where an enterprise whose principal business
activities are conducted in Mainland China seeks to issue and list its shares in the name of an overseas enterprise ("Overseas
Issuer") on the basis of the equity, assets, income or other similar rights and interests of the relevant Mainland China domestic
enterprise, such activities shall be deemed an indirect overseas issuance and listing ("Indirect Overseas Issuance and Listing")
under the Draft Overseas Listing Regulations.

 On February 17, 2023, the CSRC released the Trial
Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies, or the Trial Measures, and five supporting
guidelines, which will come into effect on March 31, 2023. Pursuant to the Trial Measures, domestic companies that seek to offer or list
securities overseas, both directly and indirectly, should fulfill the filing procedure and report relevant information to the CSRC. Since
these statements and regulatory actions by the PRC government are newly published, their interpretation, application and enforcement
of unclear and there also remains significant uncertainty as to the enactment, interpretation and implementation of other regulatory
requirements related to overseas securities offerings and other capital markets activities,; our ability to offer, or continue to offer,
securities to investors would be potentially hindered and the value of our securities might significantly decline or be worthless, by
existing or future laws and regulations relating to its business or industry or by intervene or interruption by PRC governmental authorities,
if we or our subsidiaries (i) do not receive or maintain such filings, permissions or approvals required by the PRC government,
(ii) inadvertently conclude that such filings, permissions or approvals are not required, (iii) applicable laws, regulations,
or interpretations change and we are required to obtain such filings, permissions or approvals in the future, or (iv) any intervention
or interruption by PRC governmental with little advance notice.

 In the event that we are subject to any mandatory
cybersecurity review and other specific actions required by the CAC or any other PRC governmental authorities, we face uncertainty as
to whether any clearance or other required actions can be timely completed, or at all. Given such uncertainty, we may be further required
to suspend our relevant business, shut down our website, or face other penalties, which could materially and adversely affect our business,
financial condition, and results of operations.

 A severe or prolonged downturn in the global
or Chinese economy could materially and adversely affect our business and our financial condition.

 The Chinese economy has slowed down since 2012
and such slowdown may continue. There is considerable uncertainty over the long-term effects of the expansionary monetary and fiscal
policies adopted by the central banks and financial authorities of some of the world's leading economies, including the United
States and China. There have been concerns over unrest and terrorist threats in the Middle East, Europe and Africa, which have resulted
in volatility in oil and other markets, and over the conflicts involving Ukraine and Syria. There have also been concerns on the relationship
among China and other Asian countries, which may result in or intensify potential conflicts in relation to territorial disputes. Economic
conditions in China are sensitive to global economic conditions, as well as changes in domestic economic and political policies and the
expected or perceived overall economic growth rate in China. Any severe or prolonged slowdown in the global or Chinese economy may materially
and adversely affect our business, results of operations and financial condition. In addition, continued turbulence in the international
markets may adversely affect our ability to access capital markets to meet liquidity needs.

 Risks Relating to Our Corporate Structure

 If the PRC government deems that the contractual
arrangements in relation to Shanghai Muliang, our consolidated variable interest entity, do not comply with PRC regulatory restrictions
on foreign investment in the relevant industries, or if these regulations or the interpretation of existing regulations change in the
future, we could be subject to severe penalties or be forced to relinquish our interests in those operations.

 The PRC government regulates telecommunications-related
businesses through strict business licensing requirements and other government regulations. These laws and regulations also include limitations
on foreign ownership of PRC companies that engage in telecommunications-related businesses. Specifically, foreign investors are not allowed
to own more than 50% of the equity interests in a value-added telecommunications service provider (except for e-commerce, domestic multi-party
communication, storage and forwarding classes and call centers) under the Special Administrative Measures for Access of Foreign Investment
(Negative List) (Edition 2020), which was promulgated on June 23, 2020 and implemented on July 23, 2020, and such major foreign investor
in a Foreign-Invested Telecommunications Enterprise must have experience in providing value-added telecommunications services, or VATS,
and maintain a good track record in accordance with the Administrative Provisions on Foreign-Invested Telecommunications Enterprises
(revised in 2016), and other applicable laws and regulations.

 Muliang Viagoo is a holding company incorporated
in Nevada. As a holding company with no material operations of our own, we conduct a substantial majority of operations in the People's
Republic of China, or "PRC" or "China," though the variable interest entity, Shanghai Muliang and its subsidiaries.
We receive the economic benefits of the VIE's business operations through certain contractual arrangements. Investors in our common
shares offered in this offering are purchasing shares of the U.S. holding company and not shares of the VIE and its subsidiaries in China
that are conducting the business operations. For a description of the VIE contractual arrangements, see " Corporation History
and Structure-Contractual Arrangements."

 The VIE contributed 93% of the Company's
revenue for the years ended December 31, 2022. As of December 31, 2022, the VIE accounted for 99% and 86% of the consolidated total assets
and total liabilities of the Company respectively.

 We rely on and expect to continue to rely on
our wholly owned PRC subsidiary's contractual arrangements with Shanghai Muliang and its shareholders to operate our business.
These contractual arrangements may not be as effective in providing us with control over Shanghai Muliang as ownership of controlling
equity interests would be in providing us with control over, or enabling us to derive economic benefits from the operations of Shanghai
Muliang. Under the current contractual arrangements, as a legal matter, if Shanghai Muliang or any of its shareholders executing the
VIE Agreements fails to perform its, his or her respective obligations under these contractual arrangements, we may have to incur substantial
costs and resources to enforce such arrangements, and rely on legal remedies available under PRC laws, including seeking specific performance
or injunctive relief, and claiming damages, which we cannot assure you will be effective. For example, if shareholders of a variable
interest entity were to refuse to transfer their equity interests in such variable interest entity to us or our designated persons when
we exercise the purchase option pursuant to these contractual arrangements, we may have to take a legal action to compel them to fulfill
their contractual obligations.

 If (i) the applicable PRC authorities invalidate
these contractual arrangements for violation of PRC laws, rules and regulations, (ii) any variable interest entity or its shareholders
terminate the contractual arrangements (iii) any variable interest entity or its shareholders fail to perform its/his/her obligations
under these contractual arrangements, or (iv) if these regulations change or are interpreted differently in the future, our business
operations in China would be materially and adversely affected, and the value of your shares would substantially decrease or even become
worthless. Further, if we fail to renew these contractual arrangements upon their expiration, we would not be able to continue our business
operations unless the then current PRC law allows us to directly operate businesses in China.

 In addition, if any variable interest entity
or all or part of its assets become subject to liens or rights of third-party creditors, we may be unable to continue some or all of
our business activities, which could materially and adversely affect our business, financial condition and results of operations. If
any of the variable interest entities undergoes a voluntary or involuntary liquidation proceeding, its shareholders or unrelated third-party
creditors may claim rights to some or all of these assets, thereby hindering our ability to operate our business, which could materially
and adversely affect our business and our ability to generate revenues.

 All of these contractual arrangements are governed
by PRC law and provide for the resolution of disputes through arbitration in the PRC. The legal environment in the PRC is not as developed
as in some other jurisdictions, such as the United States. As a result, uncertainties in the PRC legal system could limit our ability
to enforce these contractual arrangements. In the event we are unable to enforce these contractual arrangements, we may not be able to
exert effective control over operating entities and we may be precluded from operating our business, which would have a material adverse
effect on our financial condition and results of operations.

 These contractual arrangements may not be as
effective as direct ownership in providing us with control over the VIE. For example, the VIE and their shareholders could breach their
contractual arrangements with us by, among other things, failing to conduct their operations in an acceptable manner or taking other
actions that are detrimental to our interests. If we had direct ownership of the VIE, we would be able to exercise our rights as a shareholder
to effect changes in the board of directors of the VIE, which in turn could implement changes, subject to any applicable fiduciary obligations,
at the management and operational level. However, under the current contractual arrangements, we rely on the performance by the VIE and
their shareholders of their obligations under the contracts to exercise control over the VIE. The shareholders of our consolidated VIE
may not act in the best interests of our company or may not perform their obligations under these contracts. Such risks exist throughout
the period in which we intend to operate certain portions of our business through the contractual arrangements with the VIE.

 If the VIE or their shareholders fail to perform
their respective obligations under the contractual arrangements, we may have to incur substantial costs and expend additional resources
to enforce such arrangements. For example, if the shareholders of the VIE refuse to transfer their equity interest in the VIE to us or
our designee if we exercise the purchase option pursuant to these contractual arrangements, or if they otherwise act in bad faith toward
us, then we may have to take legal actions to compel them to perform their contractual obligations. In addition, if any third parties
claim any interest in such shareholders' equity interests in the VIE, our ability to exercise shareholders' rights or foreclose
the share pledge according to the contractual arrangements may be impaired. If these or other disputes between the shareholders of the
VIE and third parties were to impair our control over the VIE, our ability to consolidate the financial results of the VIE would be affected,
which would in turn result in a material adverse effect on our business, operations and financial condition.

 In the opinion our PRC legal counsel, each of
the contractual arrangements among our WFOE, the VIE and its shareholders governed by PRC laws are valid, binding and enforceable, and
will not result in any violation of PRC laws or regulations currently in effect. However, our PRC legal counsel has also advised us that
there are substantial uncertainties regarding the interpretation and application of current and future PRC laws, regulations and rules.
Accordingly, the PRC regulatory authorities may ultimately take a view that is contrary to the opinion of our PRC legal counsel. In addition,
it is uncertain whether any new PRC laws or regulations relating to variable interest entity structures will be adopted or if adopted,
what they would provide. PRC government authorities may deem that foreign ownership is directly or indirectly involved in the VIE's
shareholding structure. If our corporate structure and contractual arrangements are deemed by the MIIT or the MOFCOM or other regulators
having competent authority to be illegal, either in whole or in part, we may lose control of our consolidated VIE and have to modify
such structure to comply with regulatory requirements. However, there can be no assurance that we can achieve this without material disruption
to our VATS business. Furthermore, if we or the VIE is found to be in violation of any existing or future PRC laws or regulations, or
fail to obtain or maintain any of the required permits or approvals, the relevant PRC regulatory authorities would have broad discretion
to take action in dealing with such violations or failures, including, without limitation:

 revoking the business license and/or operating licenses of our WFOE
 or the VIE;

 discontinuing or placing restrictions or onerous conditions on operations
 through any transactions among our WFOE, the VIE and its subsidiaries;

 imposing fines, confiscating the income from our WFOE, the VIE or its
 subsidiaries, or imposing other requirements with which we or the VIE may not be able to comply;

 placing restrictions on our right to collect revenues;

 shutting down our servers or blocking our app/websites;

 requiring us to restructure our ownership structure or operations,
 including terminating the contractual arrangements with the VIE and deregistering the equity pledges of the VIE, which in turn would
 affect our ability to consolidate, derive economic interests from, or exert effective control over the VIE; or

 restricting or prohibiting our use of the proceeds of this offering
 to finance our business and operations in China.

 taking other regulatory or enforcement actions against us that could
 be harmful to our business.

 The imposition of any of these penalties would
result in a material and adverse effect on our ability to conduct our business. In addition, it is unclear what impact the PRC government
actions would have on us and on our ability to consolidate the financial results of the VIE in our consolidated financial statements,
if the PRC government authorities were to find our corporate structure and contractual arrangements to be in violation of PRC laws and
regulations. If the imposition of any of these government actions causes us to lose our right to direct the activities of the VIE or
our right to receive substantially all the economic benefits and residual returns from the VIE and we are not able to restructure our
ownership structure and operations in a satisfactory manner, we would no longer be able to consolidate the financial results of the VIE
in our consolidated financial statements. Either of these results, or any other significant penalties that might be imposed on us in
this event, would have a material adverse effect on our financial condition and results of operations.

 We rely on contractual arrangements with
the VIE and their shareholders for a large portion of our business operations. These arrangements may not be as effective as direct ownership
in providing operational control. Any failure by the VIE or their shareholders to perform their obligations under such contractual arrangements
would have a material and adverse effect on our business.

 We have relied and expect to continue relying
on contractual arrangements with the VIE and their shareholders to operate our business in China. The revenues contributed by the VIE
and their subsidiaries constituted substantially 93% of our net revenue for the year of 2022.

 These contractual arrangements may not be as
effective as direct ownership in providing us with control over the VIE. For example, the VIE and their shareholders could breach their
contractual arrangements with us by, among other things, failing to conduct their operations in an acceptable manner or taking other
actions that are detrimental to our interests. If we had direct ownership of the VIE, we would be able to exercise our rights as a shareholder
to effect changes in the board of directors of the VIE, which in turn could implement changes, subject to any applicable fiduciary obligations,
at the management and operational level. However, under the current contractual arrangements, we rely on the performance by the VIE and
their shareholders of their obligations under the contracts to exercise control over the VIE. The shareholders of our consolidated VIE
may not act in the best interests of our company or may not perform their obligations under these contracts. Such risks exist throughout
the period in which we intend to operate certain portions of our business through the contractual arrangements with the VIE.

 If
the VIE or their shareholders fail to perform their respective obligations under the contractual arrangements, we may have difficulty
in enforcing any rights the Company may have under the VIE Agreements in PRC and have to incur substantial costs and expend additional
resources to enforce such arrangements. For example, if the shareholders of the VIE refuse to transfer their equity interest in the VIE
to us or our designee if we exercise the purchase option pursuant to these contractual arrangements, or if they otherwise act in bad
faith toward us, then we may have to take legal actions to compel them to perform their contractual obligations. In addition, if any
third parties claim any interest in such shareholders' equity interests in the VIE, our ability to exercise shareholders'
rights or foreclose the share pledge according to the contractual arrangements may be impaired. If these or other disputes between the
shareholders of the VIE and third parties were to impair our control over the VIE, our ability to consolidate the financial results of
the VIE would be affected, which would in turn result in a material adverse effect on our business, operations and financial condition.

 Any
failure by Shanghai Muliang, our consolidated variable interest entity, or its shareholders to perform their obligations under our contractual
arrangements with them would have a material adverse effect on our business.

 We
refer to the shareholders of the VIE as its nominee shareholders because although they remain the holders of equity interests on record
in the VIE, pursuant to the terms of the relevant power of attorney, such shareholders have irrevocably authorized the individual appointed
by Shanghai Mufeng to exercise their rights as a shareholder of the relevant VIE. If the VIE, or its shareholders fail to perform their
respective obligations under the contractual arrangements, we may have to incur substantial costs and expend additional resources to
enforce such arrangements. We may also have to rely on legal remedies under PRC laws, including seeking specific performance or injunctive
relief, and claiming damages, which we cannot assure you will be effective under PRC laws. For example, if the shareholders of Shanghai
Muliang were to refuse to transfer their equity interest in Shanghai Muliang to us or our designee if we exercise the purchase option
pursuant to these contractual arrangements, or if they were otherwise to act in bad faith toward us, then we may have to take legal actions
to compel them to perform their contractual obligations.

 All
the agreements under our contractual arrangements are governed by PRC laws and provide for the resolution of disputes through arbitration
in China. Accordingly, these contracts would be interpreted in accordance with PRC laws and any disputes would be resolved in accordance
with PRC legal procedures. The legal system in the PRC is not as developed as in some other jurisdictions, such as the United States.
As a result, uncertainties in the PRC legal system could limit our ability to enforce these contractual arrangements. See " Risks
Relating to Doing Business in China-Uncertainties with respect to the PRC legal system and changes in laws and regulations in China could
adversely affect us. " Meanwhile, there are very few precedents and little formal guidance as to how contractual arrangements
in the context of a consolidated variable interest entity should be interpreted or enforced under PRC laws. There remain significant
uncertainties regarding the ultimate outcome of such arbitration should legal action become necessary. In addition, under PRC laws, rulings
by arbitrators are final and parties cannot appeal arbitration results in court unless such rulings are revoked or determined unenforceable
by a competent court. If the losing parties fail to carry out the arbitration awards within a prescribed time limit, the prevailing parties
may only enforce the arbitration awards in PRC courts through arbitration award recognition proceedings, which would require additional
expenses and delay. In the event that we are unable to enforce these contractual arrangements, or if we suffer significant delay or other
obstacles in the process of enforcing these contractual arrangements, we may not be able to exert effective control over our consolidated
variable interest entity, and our ability to conduct our business may be negatively affected.

 We
are a holding company and will rely on dividends paid by our subsidiaries for our cash needs. Any limitation on the ability of our subsidiaries
to make dividend payments to us, or any tax implications of making dividend payments to us, could limit our ability to pay our parent
company expenses or pay dividends to holders of our common stock.

 We are a holding company and conduct substantially
all of our business through Shanghai Muliang, which is a limited liability company established in China and its subsidiaries. We may
rely on dividends to be paid by our PRC subsidiary to fund our cash and financing requirements, including the funds necessary to pay
dividends and other cash distributions to our shareholders, to service any debt we may incur and to pay operating expenses. If our PRC
subsidiary incurs debt on its own behalf in the future, the instruments governing the debt may restrict its ability to pay dividends
or make other distributions to us.

 Under
PRC laws and regulations, our PRC subsidiary, which is a wholly foreign-owned enterprise in China, may pay dividends only out of its
accumulated profits as determined in accordance with PRC accounting standards and regulations. In addition, a wholly foreign-owned enterprise
is required to set aside at least 10% of its accumulated after-tax profits each year, if any, to fund a certain statutory reserve fund,
until the aggregate amount of such fund reaches 50% of its registered capital.

 Our
PRC subsidiary generates primarily all of its revenue in Renminbi, which is not freely convertible into other currencies. As a result,
any restriction on currency exchange may limit the ability of our PRC subsidiary to use its Renminbi revenues to pay dividends to us.
The PRC government may continue to strengthen its capital controls, and more restrictions and substantial vetting process may be put
forward by State Administration of Foreign Exchange (the "SAFE") for cross-border transactions falling under both the current
account and the capital account. Any limitation on the ability of our PRC subsidiary to pay dividends or make other kinds of payments
to us could materially and adversely limit our ability to grow, make investments or acquisitions that could be beneficial to our business,
pay dividends, or otherwise fund and conduct our business.

 In
addition, the Enterprise Income Tax Law and its implementation rules provide that a withholding tax rate of up to 10% will be applicable
to dividends payable by Chinese companies to non-PRC-resident enterprises unless otherwise exempted or reduced according to treaties
or arrangements between the PRC central government and governments of other countries or regions where the non-PRC resident enterprises
are incorporated. Any limitation on the ability of our PRC subsidiary to pay dividends or make other distributions to us could materially
and adversely limit our ability to grow, make investments or acquisitions that could be beneficial to our business, pay dividends, or
otherwise fund and conduct our business.

 The
shareholders of the VIE may have actual or potential conflicts of interest with us, which may materially and adversely affect our business
and financial condition.

 As
of the date of this prospectus, we are not aware any conflicts between the shareholders of the VIE and us. However, the shareholders
of the VIE may have actual or potential conflicts of interest with us in the future. These shareholders may refuse to sign or breach,
or cause the VIE to breach, or refuse to renew, the existing contractual arrangements we have with them and the VIE, which would have
a material and adverse effect on our ability to effectively control the VIE and receive economic benefits from it. For example, the shareholders
may be able to cause our agreements with the VIE to be performed in a manner adverse to us by, among other things, failing to remit payments
due under the contractual arrangements to us on a timely basis. We cannot assure you that when conflicts of interest arise any or all
of these shareholders will act in the best interests of our company or such conflicts will be resolved in our favor, particularly given
the relatively large number of shareholders that Shanghai Muliang Industry Co., Ltd. and Shanghai Zongbao and Shanghai Zongbao Environmental
Construction Co., Ltd., two of the VIE, has. Currently, we do not have any arrangements to address potential conflicts of interest between
these shareholders and our company. If we cannot resolve any conflict of interest or dispute between us and these shareholders, we would
have to rely on legal proceedings, which could result in disruption of our business and subject us to substantial uncertainty as to the
outcome of any such legal proceedings.

 Our
contractual arrangements are governed by PRC law. Accordingly, these contracts would be interpreted in accordance with PRC law, and any
disputes would be resolved in accordance with PRC legal procedures.

 Investors in our shares of common stock should
be aware that they are purchasing equity in Muliang Viagoo Technology Inc., our Nevada holding company, which does not directly own substantially
all of our business in China conducted by the VIE. Although we have been advised by our PRC legal counsel that our contractual arrangements
constitute valid and binding obligations enforceable against each party of such agreements in accordance with their terms, they may not
be as effective in providing control over Shanghai Muliang Industry Co., Ltd., the operating entities, as direct ownership. If the PRC
operating entities or the registered shareholders fail to perform their respective obligations under the contractual arrangements, we
may incur substantial costs and expend substantial resources to enforce our rights. All of these contractual arrangements are governed
by and interpreted in accordance with PRC laws, and disputes arising from these contractual arrangements will be resolved through arbitration
or litigation in the PRC. However, the legal system in the PRC is not as developed as in other jurisdictions, such as the United States.
There are very few precedents and little official guidance as to how contractual arrangements in the context of a variable interest entity
should be interpreted or enforced under PRC laws. There remain significant uncertainties regarding the outcome of arbitration or litigation.
These uncertainties could limit our ability to enforce these Contractual Arrangements. In the event we are unable to enforce these contractual
arrangements or we experience significant delays or other obstacles in the process of enforcing these contractual arrangements, we may
not be able to exert effective control over our affiliated entities and may lose control over the assets owned by Shanghai Muliang Industry
Co., Ltd. Our financial performance may be adversely and materially affected as a result and we may not be eligible to consolidate the
financial results of the PRC Operating Entities into our financial results.

 Contractual
arrangements in relation to the VIE may be subject to scrutiny by the PRC tax authorities and they may determine that we or the VIE owe
additional taxes, which could negatively affect our financial condition and the value of your investment.

 Under applicable PRC laws and regulations, arrangements
and transactions among related parties may be subject to audit or challenge by the PRC tax authorities within ten years after the taxable
year when the transactions are conducted. The PRC enterprise income tax law requires every enterprise in China to submit its annual enterprise
income tax return together with a report on transactions with its related parties to the relevant tax authorities. The tax authorities
may impose reasonable adjustments on taxation if they have identified any related party transactions that are inconsistent with arm's
length principles. We may face material and adverse tax consequences if the PRC tax authorities determine that the contractual arrangements
between Shanghai Mufeng, the variable interest entity Shanghai Muliang and the shareholders of Shanghai Muliang were not entered into
on an arm's length basis in such a way as to result in an impermissible reduction in taxes under applicable PRC laws, rules and
regulations, and adjust Shanghai Muliang income in the form of a transfer pricing adjustment. A transfer pricing adjustment could, among
other things, result in a reduction of expense deductions recorded by Shanghai Muliang for PRC tax purposes, which could, in turn, increase
their tax liabilities without reducing Shanghai Mufeng tax expenses. In addition, if Shanghai Mufeng requests the Shanghai Muliang Shareholders
to transfer their equity interests in Shanghai Muliang at nominal or no value pursuant to these contractual arrangements, such transfer
could be viewed as a gift and subject Shanghai Mufeng to PRC income tax. Furthermore, the PRC tax authorities may impose late payment
fees and other penalties on Shanghai Muliang for the adjusted but unpaid taxes according to the applicable regulations. Our results of
operations could be materially and adversely affected if Shanghai Muliang's tax liabilities increase or if they are required to
pay late payment fees and other penalties.

 We
may lose the ability to use, or otherwise benefit from, the licenses, approvals and assets held by the VIE, which could severely disrupt
our business, render us unable to conduct some or all of our business operations and constrain our growth.

 We
rely on contractual arrangements with the VIE to use, or otherwise benefit from, certain foreign restricted licenses and permits that
we need or may need in the future as our business continues to expand, such as the internet content provider license, or the ICP license
held by Shanghai Muliang, the VIE.

 The
contractual arrangements contain terms that specifically obligate the VIE' shareholders to ensure the valid existence of the VIE
and restrict the disposal of material assets of the VIE. However, in the event the VIE' shareholders breach the terms of these
contractual arrangements and voluntarily liquidate the VIE, or the VIE declare bankruptcy and all or part of their assets become subject
to liens or rights of third-party creditors, or are otherwise disposed of without our consent, we may be unable to conduct some or all
of our business operations or otherwise benefit from the assets held by the VIE, which could have a material adverse effect on our business,
financial condition and results of operations. Furthermore, if the VIE undergo a voluntary or involuntary liquidation proceeding, their
shareholders or unrelated third-party creditors may claim rights to some or all of the assets of the VIE, thereby hindering our ability
to operate our business as well as constrain our growth.

 If
the custodians or authorized users of our controlling non-tangible assets, including chops and seals, fail to fulfill their responsibilities,
or misappropriate or misuse these assets, our business and operations may be materially and adversely affected.

 Under
PRC law, legal documents for corporate transactions, including agreements and contracts that our business relies on, are executed using
the chop or seal of the signing entity or with the signature of a legal representative whose designation is registered and filed with
the relevant local branch of the State Administration for Market Regulation, ("SMAR") formerly known as the State Administration
for Industry and Commerce ("SAIC"). We generally execute legal documents by affixing chops or seals, rather than having the
designated legal representatives sign the documents.

 We
use two major types of chops: corporate chops and finance chops. Chops are seals or stamps used by a PRC company to legally authorize
documents, often in place of a signature. We use corporate chops generally for documents to be submitted to government agencies, such
as applications for changing business scope, directors or company name, and for legal letters. We use finance chops generally for making
and collecting payments, including issuing invoices. Use of corporate chops must be approved by our legal department and administrative
department, and use of finance chops must be approved by our finance department. The chops of our subsidiary and consolidated VIE are
generally held by the relevant entities so that documents can be executed locally. Although we usually utilize chops to execute contracts,
the registered legal representatives of our subsidiary and consolidated VIE have the apparent authority to enter into contracts on behalf
of such entities without chops, unless such contracts set forth otherwise.

 In order to maintain the physical security of
our chops, we generally have them stored in secured locations accessible only to the designated key employees of our legal, administrative
or finance departments. Our designated legal representatives generally do not have access to the chops. Although we have approval procedures
in place and monitor our key employees, including the designated legal representatives of our subsidiary and consolidated VIE, the procedures
may not be sufficient to prevent all instances of abuse or negligence. In addition, we also separate the authorized user of chops from
the keeper of keys to the storage room and install security camera for the storage room. There is a risk that our key employees or designated
legal representatives could abuse their authority, for example, by binding our subsidiary and consolidated VIE with contracts against
our interests, as we would be obligated to honor these contracts if the other contracting party acts in good faith in reliance on the
apparent authority of our chops or signatures of our legal representatives. If any designated legal representative obtains control of
the chop in an effort to obtain control over the relevant entity, we would need to have a shareholder or board resolution to designate
a new legal representative to take legal action to seek the return of the chop, apply for a new chop with the relevant authorities, or
otherwise seek legal remedies for the legal representative's misconduct. If any of the designated legal representatives obtains
and misuses or misappropriates our chops and seals or other controlling intangible assets for whatever reason, we could experience disruption
to our normal business operations. We may have to take corporate or legal action, which could involve significant time and resources
to resolve the matter, while distracting management from operations, and our business operations may be materially and adversely affected.

 Substantial
uncertainties exist with respect to the interpretation of the PRC Foreign Investment Law and how it may impact the viability of our current
corporate structure, corporate governance and business operations.

 The
Ministry of Commerce published a discussion draft of the proposed Foreign Investment Law in January 2015, or the 2015 FIL Draft, which
expands the definition of foreign investment and introduces the principle of "actual control" in determining whether a company
is considered a foreign-invested enterprise, or an FIE. Under the 2015 FIL Draft, VIE that are controlled via contractual arrangement
would also be deemed as foreign invested enterprises, if they are ultimately "controlled" by foreign investors.

 On
March 15, 2019, the National People's Congress approved the Foreign Investment Law of the PRC, or the FIL, which will come into
effect on January 1, 2020, repealing simultaneously the Law of the PRC on Sino-foreign Equity Joint Ventures, the Law of the PRC on Wholly
Foreign-owned Enterprises and the Law of the PRC on Sino-foreign Cooperative Joint Ventures, together with their implementation rules
and ancillary regulations. Pursuant to the FIL, foreign investment refers to any investment activity directly or indirectly carried out
by foreign natural persons, enterprises, or other organizations, including investment in new construction project, establishment of foreign
funded enterprise or increase of investment, merger and acquisition, and investment in any other way stipulated under laws, administrative
regulations, or provisions of the State Council. Although the FIL has deleted the particular reference to the concept of "actual
control" and contractual arrangements compared to the 2015 FIL Draft, there is still uncertainty regarding whether the VIE would
be identified as a FIE in the future.

 Even
if the VIE were to be identified as a FIE in the future, we believe that our current business would not be adversely affected. However,
if we were to engage in any business conduct involving third parties identified as prohibited or restricted on the Negative List, the
VIE as well as its subsidiary may be subject to laws and regulations on foreign investment. In addition, our shareholders would also
be prohibited or restricted to invest in certain sectors on the Negative List. However, even if the VIE were to be identified as a FIE,
the validity of our contractual arrangements with Shanghai Muliang and its shareholders as well as our corporate structure would not
be adversely affected. We would still be able to receive benefits from the VIE in accordance with the contractual agreements. In addition,
as the Chinese government has been updating the Negative List in recent years and reducing the sectors prohibited or restricted for foreign
investment, it is probable in the future that, even if the VIE is identified as a FIE, it is still allowed to acquire or hold equity
of enterprises in sectors currently prohibited or restricted for foreign investment.

 Furthermore,
the PRC Foreign Investment Law provides that foreign invested enterprises established according to the existing laws regulating foreign
investment may maintain their structure and corporate governance within five years after the implementing of the PRC Foreign Investment
Law.

 In
addition, the PRC Foreign Investment Law also provides several protective rules and principles for foreign investors and their investments
in the PRC, including, among others, that a foreign investor may freely transfer into or out of China, in Renminbi or a foreign currency,
its contributions, profits, capital gains, income from disposition of assets, royalties of intellectual property rights, indemnity or
compensation lawfully acquired, and income from liquidation, among others, within China; local governments shall abide by their commitments
to the foreign investors; governments at all levels and their departments shall enact local normative documents concerning foreign investment
in compliance with laws and regulations and shall not impair legitimate rights and interests, impose additional obligations onto FIEs,
set market access restrictions and exit conditions, or intervene with the normal production and operation activities of FIEs; except
for special circumstances, in which case statutory procedures shall be followed and fair and reasonable compensation shall be made in
a timely manner, expropriation or requisition of the investment of foreign investors is prohibited; and mandatory technology transfer
is prohibited.

 Notwithstanding
the above, the PRC Foreign Investment Law stipulates that foreign investment includes "foreign investors invest through any other
methods under laws, administrative regulations or provisions prescribed by the State Council". Therefore, there are possibilities
that future laws, administrative regulations or provisions prescribed by the State Council may regard contractual arrangements as a form
of foreign investment, and then whether our contractual arrangement will be recognized as foreign investment, whether our contractual
arrangement will be deemed to be in violation of the foreign investment access requirements and how the above-mentioned contractual arrangement
will be handled are uncertain.

 The
Chinese government exerts substantial influence over the manner in which we must conduct our business activities. We are currently
not required to obtain approval from Chinese authorities to list on U.S exchanges, however, if the VIE or the holding company were required
to obtain approval in the future and were denied permission from Chinese authorities to list on U.S. exchanges, we will not be able to
continue listing on U.S. exchange, which would materially affect the interest of the investors.

 The
Chinese government has exercised and continues to exercise substantial control over virtually every sector of the Chinese economy through
regulation and state ownership. Our ability to operate in China may be harmed by changes in its laws and regulations, including those
relating to taxation, environmental regulations, land use rights, property and other matters. The central or local governments of these
jurisdictions may impose new, stricter regulations or interpretations of existing regulations that would require additional expenditures
and efforts on our part to ensure our compliance with such regulations or interpretations. Accordingly, government actions in the future,
including any decision not to continue to support recent economic reforms and to return to a more centrally planned economy or regional
or local variations in the implementation of economic policies, could have a significant effect on economic conditions in China or particular
regions thereof, and could require us to divest ourselves of any interest we then hold in Chinese properties.

 For
example, the Chinese cybersecurity regulator announced on July 2 that it had begun an investigation of Didi Global Inc. (NYSE: DIDI)
and two days later ordered that the company's app be removed from smartphone app stores.

 As such, the Company's business segments
may be subject to various government and regulatory interference in the provinces in which they operate. The Company could be subject
to regulation by various political and regulatory entities, including various local and municipal agencies and government sub-divisions.
The Company may incur increased costs necessary to comply with existing and newly adopted laws and regulations or penalties for any failure
to comply. The Chinese government may intervene or influence operations at any time with little advance notice, which could result in
a material change in operations and in the value of our common stock. Any actions by the Chinese government to exert more oversight and
control over offerings that are conducted overseas and/or foreign investment in China-based issuers could significantly limit or completely
hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline
or become worthless.

 Furthermore, it is uncertain when and whether
the Company will be required to obtain permission from the PRC government to list on U.S. exchanges in the future, and even when such
permission is obtained, whether it will be denied or rescinded. Although the Company is currently not required to obtain permission from
any of the PRC federal or local government to obtain such permission and has not received any denial to list on the U.S. exchange, operations
could be adversely affected, directly or indirectly, by existing or future laws and regulations relating to its business or industry.
As a result, our common stock may decline in value dramatically or even become worthless should we become subject to new requirement
to obtain permission from the PRC government to list on U.S. exchange in the future.

 Recently, the General Office of the Central Committee
of the Communist Party of China and the General Office of the State Council jointly issued the Opinions on Severe and Lawful Crackdown
on Illegal Securities Activities, which was available to the public on July 6, 2021. These opinions emphasized the need to strengthen
the administration over illegal securities activities and the supervision on overseas listings by China-based companies. These opinions
proposed to take effective measures, such as promoting the construction of relevant regulatory systems, to deal with the risks and incidents
facing China-based overseas-listed companies and the demand for cybersecurity and data privacy protection. Moreover, the State Internet
Information Office issued the Measures of Cybersecurity Review (Revised Draft for Comments, not yet effective) on July 10, 2021, which
requires operators with personal information of more than 1 million users who want to list abroad to file a cybersecurity review with
the Office of Cybersecurity Review. The aforementioned policies and any related implementation rules to be enacted may subject us to
additional compliance requirement in the future. While we believe that operations are not affected by this, as these opinions were recently
issued, official guidance and interpretation of the opinions remain unclear in several respects at this time. Therefore, we cannot assure
you that we will remain fully compliant with all new regulatory requirements of these opinions or any future implementation rules on
a timely basis, or at all.

judgments obtained against us by our shareholders may not be enforceable.

 We conduct most operations in China and substantially
all operations outside of the United States. Most of our assets are located in China, and substantially all of our assets are located
outside of the United States. In addition, all our senior executive officers reside within China for a significant portion of the time
and most are PRC nationals. Substantially all of the assets of these persons are located outside the United States. As a result, it may
be difficult or impossible for you to bring an action against us or against these individuals in the United States in the event that
you believe that your rights have been infringed under the U.S. federal securities laws or otherwise. Even if you are successful in bringing
an action of this kind, the laws of the U.S. and of China may render you unable to enforce a judgment against our assets or the assets
of our directors and officers.

 Substantial
uncertainties exist with respect to the interpretation and implementation of PRC Foreign Investment Law and how it may impact the viability
of our current corporate structure, corporate governance and business operations.

 On
March 15, 2019, the National People's Congress approved the Foreign Investment Law, which took effect on January 1, 2020 and replaced
three existing laws on foreign investments in China, namely, the PRC Equity Joint Venture Law, the PRC Cooperative Joint Venture Law
and the Wholly Foreign-owned Enterprise Law, together with their implementation rules and ancillary regulations. The Foreign Investment
Law embodies an expected PRC regulatory trend to rationalize its foreign investment regulatory regime in line with prevailing international
practice and the legislative efforts to unify the corporate legal requirements for both foreign and domestic invested enterprises in
China. The Foreign Investment Law establishes the basic framework for the access to, and the promotion, protection and administration
of foreign investments in view of investment protection and fair competition.

to the Foreign Investment Law, "foreign investment" refers to investment activities directly or indirectly conducted by one
or more natural persons, business entities, or otherwise organizations of a foreign country (collectively referred to as "foreign
investor") within China, and the investment activities include the following situations: (i) a foreign investor, individually or
collectively with other investors, establishes a foreign-invested enterprise within China; (ii) a foreign investor acquires stock shares,
equity shares, shares in assets, or other like rights and interests of an enterprise within China; (iii) a foreign investor, individually
or collectively with other investors, invests in a new project within China; and (iv) investments in other means as provided by laws,
administrative regulations, or the State Council.

to the Foreign Investment Law, the State Council will publish or approve to publish the "negative list" for special administrative
measures concerning foreign investment. The Foreign Investment Law grants national treatment to foreign-invested entities, or FIEs, except
for those FIEs that operate in industries deemed to be either "restricted" or "prohibited" in the "negative
list". Because the "negative list" has yet to be published, it is unclear whether it will differ from the current Special
Administrative Measures for Market Access of Foreign Investment (Negative List). The Foreign Investment Law provides that FIEs operating
in foreign restricted or prohibited industries will require market entry clearance and other approvals from relevant PRC governmental
authorities. If a foreign investor is found to invest in any prohibited industry in the "negative list", such foreign investor
may be required to, among other aspects, cease its investment activities, dispose of its equity interests or assets within a prescribed
time limit and have its income confiscated. If the investment activity of a foreign investor is in breach of any special administrative
measure for restrictive access provided for in the "negative list", the relevant competent department shall order the foreign
investor to make corrections and take necessary measures to meet the requirements of the special administrative measure for restrictive
access.

 The
"variable interest entity" structure, or VIE structure, has been adopted by many PRC-based companies, including us, to obtain
necessary licenses and permits in the industries that are currently subject to foreign investment restrictions in China. Under the Foreign
Investment Law, variable interest entities that are controlled via contractual arrangement would also be deemed as FIEs, if they are
ultimately "controlled" by foreign investors. Therefore, for any companies with a VIE structure in an industry category that
is included in the "negative list" as restricted industry, the VIE structure may be deemed legitimate only if the ultimate
controlling person(s) is/are of PRC nationality (either PRC companies or PRC citizens). Conversely, if the actual controlling person(s)
is/are of foreign nationalities, then the variable interest entities will be treated as FIEs and any operation in the industry category
on the "negative list" without market entry clearance may be considered as illegal.

 The
PRC government will establish a foreign investment information reporting system, according to which foreign investors or foreign-invested
enterprises shall submit investment information to the competent department for commerce concerned through the enterprise registration
system and the enterprise credit information publicity system, and a security review system under which the security review shall be
conducted for foreign investment affecting or likely affecting the state security.

 Furthermore,
the Foreign Investment Law provides that foreign invested enterprises established according to the existing laws regulating foreign investment
may maintain their structure and corporate governance within five years after the implementing of the Foreign Investment Law.

 In
addition, the Foreign Investment Law also provides several protective rules and principles for foreign investors and their investments
in the PRC, including, among others, that a foreign investor may freely transfer into or out of China, in Renminbi or a foreign currency,
its contributions, profits, capital gains, income from disposition of assets, royalties of intellectual property rights, indemnity or
compensation lawfully acquired, and income from liquidation, among others, within China; local governments shall abide by their commitments
to the foreign investors; governments at all levels and their departments shall enact local normative documents concerning foreign investment
in compliance with laws and regulations and shall not impair legitimate rights and interests, impose additional obligations onto FIEs,
set market access restrictions and exit conditions, or intervene with the normal production and operation activities of FIEs; except
for special circumstances, in which case statutory procedures shall be followed and fair and reasonable compensation shall be made in
a timely manner, expropriation or requisition of the investment of foreign investors is prohibited; and mandatory technology transfer
is prohibited.

 Notwithstanding
the above, the Foreign Investment Law stipulates that foreign investment includes "foreign investors invest through any other methods
under laws, administrative regulations or provisions prescribed by the State Council". Therefore, there are possibilities that
future laws, administrative regulations or provisions prescribed by the State Council may regard contractual arrangements as a form of
foreign investment, and then whether our contractual arrangement will be recognized as foreign investment, whether our contractual arrangement
will be deemed to be in violation of the foreign investment access requirements and how the above-mentioned contractual arrangement will
be handled are uncertain.

 The
Chinese government exerts substantial influence over the manner in which we must conduct our business activities. We are currently
not required to obtain approval from Chinese authorities to list on U.S exchanges, however, if the VIE or the holding company were required
to obtain approval in the future and were denied permission from Chinese authorities to list on U.S. exchanges, we will not be able to
continue listing on U.S. exchange, which would materially affect the interest of the investors.

 The
Chinese government has exercised and continues to exercise substantial control over virtually every sector of the Chinese economy through
regulation and state ownership. Our ability to operate in China may be harmed by changes in its laws and regulations, including those
relating to taxation, environmental regulations, land use rights, property and other matters. The central or local governments of these
jurisdictions may impose new, stricter regulations or interpretations of existing regulations that would require additional expenditures
and efforts on our part to ensure our compliance with such regulations or interpretations. Accordingly, government actions in the future,
including any decision not to continue to support recent economic reforms and to return to a more centrally planned economy or regional
or local variations in the implementation of economic policies, could have a significant effect on economic conditions in China or particular
regions thereof, and could require us to divest ourselves of any interest we then hold in Chinese properties.

 For
example, the Chinese cybersecurity regulator announced on July 2 that it had begun an investigation of Didi Global Inc. (NYSE: DIDI)
and two days later ordered that the company's app be removed from smartphone app stores.

 Additionally,
on July 6, 2021, the General Office of the Central Committee of the Communist Party of China and the General Office of the State Council
jointly issued the Opinions on Strictly Cracking Down on Illegal Securities Activities, or the Opinions, which emphasized the need to
strengthen administration over illegal securities activities and supervision of overseas listings by China-based companies. The Opinions
proposed promoting regulatory systems to deal with risks facing China-based overseas-listed companies, and provided that the State Council
will revise provisions regarding the overseas issuance and listing of shares by companies limited by shares and will clarify the duties
of domestic regulatory authorities. However, the Opinions did not provide detailed rules and regulations. As a result, uncertainties
remain regarding the interpretation and implementation of the Opinions.

 As
such, the Company's business segments may be subject to various government and regulatory interference in the provinces in which
they operate. The Company could be subject to regulation by various political and regulatory entities, including various local and municipal
agencies and government sub-divisions. The Company may incur increased costs necessary to comply with existing and newly adopted laws
and regulations or penalties for any failure to comply.

 Furthermore, it is uncertain when and whether
the Company will be required to obtain permission from the PRC government to list on U.S. exchanges in the future, and even when such
permission is obtained, whether it will be denied or rescinded. Although the Company is currently not required to obtain permission from
any of the PRC federal or local government to obtain such permission and has not received any denial to list on the U.S. exchange, operations
could be adversely affected, directly or indirectly, by existing or future laws and regulations relating to its business or industry.

 Item
1B. Unresolved Staff Comments.

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

 Item
2. Properties.

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

 Property,
plant and equipment at December 31, 2022 and 2021 consisted of:

 2022

 2021

 Building

 $
 2,795,874

 $
 3,037,848

 Operating equipment

 2,740,527

 2,981,424

 Vehicle

 82,034

 89,134

 Office equipment

 78,714

 100,851

 Apple Orchard

 924,972

 1,110,067

 Construction in progress

 2,876,250

 3,125,180

 9,498,371

 10,444,504

 Less: Accumulated depreciation

 (3,493,796
)

 (3,250,242
)

 $
 6,004,575

 $
 7,194,262

 Item
3. Legal Proceedings.

 There
are no actions, suits, proceedings, inquiries or investigation 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 that are outside the ordinary course of business or in which an adverse decision could have a material adverse
effect.

 However,
from time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. Litigation
is subject to inherent uncertainties, and an adverse result in these or other matters may arise.

 PRC

 The operation in China is subject to a number
of PRC laws and regulations. This section summarizes all material PRC laws and regulations relevant to our business and operations in
China and the key provisions of such regulations.

 Fertilizer
License

 The
examination and approval of fertilizer license is based on Article 25 of the Agricultural Law of the People's Republic of China,
the Management for the Administration of Fertilizer Registration (Order No. 32 and No. 38 by the Ministry of Agriculture), and the Requirements
for Fertilizer Registration Materials (Publication No. 161 from the Ministry of Agriculture). Organic fertilizers are required to be
registered with provincial agricultural department.

 There
are four examination and approval requirements for obtaining a fertilizer license (1) A valid business license issued by Administration
for Industry and Commerce, whose business scope shall cover the industry of fertilizer; (2) Products must comply with the relevant requirements
of laws, regulations and relevant national policies (such as safety and environmental protection); (3) The product quality must comply
with national standards, industry standards, local standards or enterprise standards approved by the quality supervision department;
and (4) The application materials must be true, legal, complete and effective.

 All
of our fertilizer products currently have valid five-year fertilizer licenses that are renewable upon the expiration date in the year
of 2022 and 2025.

on Intellectual Property Rights

on Copyright

 The
 Copyright Law of the PRC, or the Copyright Law, which took effect on June 1, 1991 and was amended in 2001, 2010 and 2020
(the current effective revision became effective on April 1, 2010 while the latest revision has not yet come into effect until June 1,
2021), provides that Chinese citizens, legal persons, or other organizations shall, whether published or not, own copyright in their
copyrightable works, which include, among others, works of literature, art, natural science, social science, engineering technology and
computer software. Copyright owners enjoy certain legal rights, including right of publication, right of authorship and right of reproduction.
The Copyright Law as revised in 2001 extends copyright protection to Internet activities and products disseminated over the Internet.
In addition, PRC laws and regulations provide for a voluntary registration system administered by the Copyright Protection Center of
China, or the CPCC. According to the Copyright Law, an infringer of the copyrights shall be subject to various civil liabilities,
which include ceasing infringement activities, apologizing to the copyright owners and compensating the loss of copyright owner. Infringers
of copyright may also subject to fines and/or administrative or criminal liabilities in severe situations.

 The
 Computer Software Copyright Registration Measures, or the Software Copyright Measures, promulgated by the National Copyright
Administration, or the NCA on April 6, 1992 and latest amended on February 20, 2002, regulates registrations of software copyright, exclusive
licensing contracts for software copyright and assignment agreements. The NCA administers software copyright registration and the CPCC,
is designated as the software registration authority. The CPCC shall grant registration certificates to the Computer Software Copyrights
applicants which meet the requirements of both the Software Copyright Measures and the Computer Software Protection Regulations
 (Revised in 2013).

 The
 Provisions of the Supreme People's Court on Certain Issues Related to the Application of Law in the Trial of Civil Cases Involving
Disputes on Infringement of the Information Network Dissemination Rights specifies that disseminating works, performances or audio-video
products by the internet users or the internet service providers via the internet without the permission of the copyright owners shall
be deemed to have infringed the right of dissemination of the copyright owner.

 The
 Measures for Administrative Protection of Copyright Related to Internet, which was jointly promulgated by the NCA and the MII
on April 29, 2005 and became effective on May 30, 2005, provides that upon receipt of an infringement notice from a legitimate copyright
holder, an ICP operator must take remedial actions immediately by removing or disabling access to the infringing content. If an ICP operator
knowingly transmits infringing content or fails to take remedial actions after receipt of a notice of infringement that harms public
interest, the ICP operator could be subject to administrative penalties, including an order to cease infringing activities, confiscation
by the authorities of all income derived from the infringement activities, or payment of fines.

 On
May 18, 2006, the State Council promulgated the Regulations on the Protection of the Right to Network Dissemination of Information
 (as amended in 2013). Under these regulations, an owner of the network dissemination rights with respect to written works, performance
or audio or video recordings who believes that information storage, search or link services provided by an Internet service provider
infringe his or her rights may require that the Internet service provider delete, or disconnect the links to, such works or recordings.

 Patent
Law

to the Patent Law of the PRC (Revised in 2008), the State Intellectual Property Office is responsible for administering patent
law in the PRC. The patent administration departments of provincial, autonomous region or municipal governments are responsible for administering
patent law within their respective jurisdictions. The Chinese patent system adopts a first-to-file principle, which means that when more
than one person file different patent applications for the same invention, only the person who files the application first is entitled
to obtain a patent of the invention. To be patentable, an invention or a utility model must meet three criteria: novelty, inventiveness
and practicability. A patent is valid for twenty years in the case of an invention and ten years in the case of utility models and designs.

 Trademark
Law

 Trademarks
are protected by the Trademark Law of the PRC which was adopted in 1982 and subsequently amended in 1993, 2001, 2013 and 2019
respectively as well as by the Implementation Regulations of the PRC Trademark Law adopted by the State Council in 2002 and as
most recently amended on April 29, 2014. The Trademark Office of the State Administration for Market Regulation of the PRC handles trademark
registrations. The Trademark Office grants a ten-year term to registered trademarks and the term may be renewed for another ten-year
period upon request by the trademark owner. A trademark registrant may license its registered trademarks to another party by entering
into trademark license agreements, which must be filed with the Trademark Office for its record. As with patents, the Trademark Law has
adopted a first-to-file principle with respect to trademark registration. If a trademark applied for is identical or similar to another
trademark which has already been registered or subject to a preliminary examination and approval for use on the same or similar kinds
of products or services, such trademark application may be rejected. Any person applying for the registration of a trademark may not
injure existing trademark rights first obtained by others, nor may any person register in advance a trademark that has already been used
by another party and has already gained a "sufficient degree of reputation" through such party's use.

on Domain Names

 The
MIIT promulgated the Measures on Administration of Internet Domain Names, or the Domain Name Measures on August 24, 2017,
which took effect on November 1, 2017 and replaced the Administrative Measures on China Internet Domain Names promulgated by MII
on November 5, 2004. According to the Domain Name Measures, the MIIT is in charge of the administration of PRC internet domain
names. The domain name registration follows a first-to-file principle. Applicants for registration of domain names shall provide the
true, accurate and complete information of their identities to domain name registration service institutions. The applicants will become
the holder of such domain names upon the completion of the registration procedure.

 Corporate
Laws and Industry Catalogue Relating to Foreign Investment

 The
establishment, operation and management of companies in China are mainly governed by the PRC Company Law, as most recently amended in
2018, which applies to both PRC domestic companies and foreign-invested companies. On March 15, 2019, the National People's Congress
approved the Foreign Investment Law, and on December 26, 2019, the State Council promulgated the Implementing Rules of the PRC Foreign
Investment Law, or the Implementing Rules, to further clarify and elaborate the relevant provisions of the Foreign Investment Law. The
Foreign Investment Law and the Implementing Rules both took effect on January 1, 2020 and replaced three major previous laws on foreign
investments in China, namely, the Sino-foreign Equity Joint Venture Law, the Sino-foreign Cooperative Joint Venture Law and the Wholly
Foreign-owned Enterprise Law, together with their respective implementing rules. Pursuant to the Foreign Investment Law, "foreign
investments" refer to investment activities conducted by foreign investors (including foreign natural persons, foreign enterprises
or other foreign organizations) directly or indirectly in the PRC, which include any of the following circumstances: (i) foreign investors
setting up foreign-invested enterprises in the PRC solely or jointly with other investors, (ii) foreign investors obtaining shares, equity
interests, property portions or other similar rights and interests of enterprises within the PRC, (iii) foreign investors investing in
new projects in the PRC solely or jointly with other investors, and (iv) investment in other methods as specified in laws, administrative
regulations, or as stipulated by the State Council. The Implementing Rules introduce a see-through principle and further provide that
foreign-invested enterprises that invest in the PRC shall also be governed by the Foreign Investment Law and the Implementing Rules.

 The
Foreign Investment Law and the Implementing Rules provide that a system of pre-entry national treatment and negative list shall be applied
for the administration of foreign investment, where "pre-entry national treatment" means that the treatment given to foreign
investors and their investments at market access stage is no less favorable than that given to domestic investors and their investments,
and "negative list" means the special administrative measures for foreign investment's access to specific fields or
industries, which will be proposed by the competent investment department of the State Council in conjunction with the competent commerce
department of the State Council and other relevant departments, and be reported to the State Council for promulgation, or be promulgated
by the competent investment department or competent commerce department of the State Council after being reported to the State Council
for approval. Foreign investment beyond the negative list will be granted national treatment. Foreign investors shall not invest in the
prohibited fields as specified in the negative list, and foreign investors who invest in the restricted fields shall comply with the
special requirements on the shareholding, senior management personnel, etc. In the meantime, relevant competent government departments
will formulate a catalogue of industries for which foreign investments are encouraged according to the needs for national economic and
social development, to list the specific industries, fields and regions in which foreign investors are encouraged and guided to invest.
The current industry entry clearance requirements governing investment activities in the PRC by foreign investors are set out in two
categories, namely the Special Entry Management Measures (Negative List) for the Access of Foreign Investment (2020 version), or the
2020 Negative List, promulgated by the National Development and Reform Commission and the Ministry of Commerce, or the MOFCOM, on June
24, 2020 and took effect on July 23, 2020, and the Encouraged Industry Catalogue for Foreign Investment (2020 version), or the 2020 Encouraged
Industry Catalogue, promulgated by the MOFCOM on December 27, 2020 and took effect on January 27, 2021. Industries not listed in these
two categories are generally deemed "permitted" for foreign investment unless specifically restricted by other PRC laws.
The flat panel display industry is not on the Negative List and therefore we are not subject to any restriction or limitation on foreign
ownership.

to the Implementing Rules, the registration of foreign-invested enterprises shall be handled by the SAMR or its authorized local counterparts.
Where a foreign investor invests in an industry or field subject to licensing in accordance with laws, the relevant competent government
department responsible for granting such license shall review the license application of the foreign investor in accordance with the
same conditions and procedures applicable to PRC domestic investors unless it is stipulated otherwise by the laws and administrative
regulations, and the competent government department shall not impose discriminatory requirements on the foreign investor in terms of
licensing conditions, application materials, reviewing steps and deadlines, etc. However, the relevant competent government departments
shall not grant the license or permit enterprise registration if the foreign investor intends to invest in the industries or fields as
specified in the negative list without satisfying the relevant requirements. In the event that a foreign investor invests in a prohibited
field or industry as specified in the negative list, the relevant competent government department shall order the foreign investor to
stop the investment activities, dispose of the shares or assets or take other necessary measures within a specified time limit, and restore
to the status prior to the occurrence of the aforesaid investment, and the illegal gains, if any, shall be confiscated. If the investment
activities of a foreign investor violate the special administration measures for access restrictions on foreign investments as stipulated
in the negative list, the relevant competent government department shall order the investor to make corrections within the specified
time limit and take necessary measures to meet the relevant requirements. If the foreign investor fails to make corrections within the
specified time limit, the aforesaid provisions regarding the circumstance that a foreign investor invests in the prohibited field or
industry shall apply.

to the Foreign Investment Law and the Implementing Rules, and the Information Reporting Measures for Foreign Investment jointly promulgated
by the MOFCOM and the SAMR, which took effect on January 1, 2020, a foreign investment information reporting system shall be established
and foreign investors or foreign-invested enterprises shall report investment information to competent commerce departments of the government
through the enterprise registration system and the enterprise credit information publicity system, and the administration for market
regulation shall forward the above investment information to the competent commerce departments in a timely manner. In addition, the
MOFCOM shall set up a foreign investment information reporting system to receive and handle the investment information and inter-departmentally
shared information forwarded by the administration for market regulation in a timely manner. The foreign investors or foreign-invested
enterprises shall report the investment information by submitting reports including initial reports, change reports, deregistration reports
and annual reports.

 Furthermore,
the Foreign Investment Law provides that foreign-invested enterprises established according to the previous laws regulating foreign investment
prior to the implementation of the Foreign Investment Law may maintain their structure and corporate governance within five years after
the implementation of the Foreign Investment Law. The Implementing Rules further clarify that such foreign-invested enterprises established
prior to the implementation of the Foreign Investment Law may either adjust their organizational forms or organizational structures pursuant
to the Company Law or the Partnership Law, or maintain their current structure and corporate governance within five years upon the implementation
of the Foreign Investment Law. Since January 1, 2025, if a foreign-invested enterprise fails to adjust its organizational form or organizational
structure in accordance with the laws and go through the applicable registrations for changes, the relevant administration for market
regulation shall not handle other registrations for such foreign-invested enterprise and shall publicize the relevant circumstances.
However, after the organizational forms or organizational structures of a foreign-invested enterprise have been adjusted, the original
parties to the Sino-foreign equity or cooperative joint ventures may continue to process such matters as the equity interest transfer,
the distribution of income or surplus assets as agreed by the parties in the relevant contracts.

 In
addition, the Foreign Investment Law and the Implementing Rules also specify other protective rules and principles for foreign investors
and their investments in the PRC, including, among others, that local governments shall abide by their commitments to the foreign investors;
except for special circumstances, in which case statutory procedures shall be followed and fair and reasonable compensation shall be
made in a timely manner, expropriation or requisition of the investment of foreign investors is prohibited; mandatory technology transfer
is prohibited, etc.

 Shanghai
Mufeng, our wholly foreign owned subsidiary, as a foreign invested entity, and Muliang HK, as a foreign investor, are required to comply
with the information reporting requirements under the Foreign Investment Law the Implementing Rules and the Information Reporting Measures
for Foreign Investment and are in full compliance.

Relating to Taxation

 PRC

 In
January 2008, the PRC Enterprise Income Tax Law (The "EIT" Law) took effect. The EIT applies a uniform 25% enterprise income
tax rate to both foreign-invested enterprises and domestic enterprises, unless where tax incentives are granted to special industries
and projects. Under the EIT Law and its implementation regulations, dividends generated from the business of a PRC subsidiary after January
1, 2008 and payable to its foreign investor may be subject to a withholding tax rate of 10% if the PRC tax authorities determine that
the foreign investor is a non-resident enterprise, unless there is a tax treaty with China that provides for a preferential withholding
tax rate. Distributions of earnings generated before January 1, 2008 are exempt from PRC withholding tax.

 Under
the EIT Law, an enterprise established outside China with "de facto management bodies" within China is considered a "resident
enterprise" for PRC enterprise income tax purposes and is generally subject to a uniform 25% enterprise income tax rate on its
worldwide income. A circular issued by the State Administration of Taxation in April 2009 regarding the standards used to classify certain
Chinese-invested enterprises controlled by Chinese enterprises or Chinese enterprise groups and established outside of China as "resident
enterprises" clarified that dividends and other income paid by such PRC "resident enterprises" will be considered PRC-source
income and subject to PRC withholding tax, currently at a rate of 10%, when paid to non-PRC enterprise shareholders. This circular also
subjects such PRC "resident enterprises" to various reporting requirements with the PRC tax authorities.

 Under
the implementation regulations to the EIT Law, a "de facto management body" is defined as a body that has material and overall
management and control over the manufacturing and business operations, personnel and human resources, finances and properties of an enterprise.
In addition, the tax circular mentioned above specifies that certain PRC-invested overseas enterprises controlled by a Chinese enterprise
or a Chinese enterprise group in the PRC will be classified as PRC resident enterprises if the following are located or residence in
the PRC: senior management personnel and departments that are responsible for daily production, operation and management; financial and
personnel decision making bodies; key properties, accounting books, the company seal and minutes of board meetings and shareholders'
meetings; and half or more of the senior management or directors having voting rights.

 Singapore

 Individual
Income Tax

 An
individual is a tax resident in Singapore in a year of assessment if, in the preceding year, he was physically present in Singapore or
exercised an employment in Singapore (other than as a director of a company) for 183 days or more, or if he resides in Singapore.

 Individual
taxpayers who are Singapore tax residents are subject to Singapore income tax on income accruing in or derived from Singapore. All foreign-sourced
income received in Singapore on or after January 1, 2004 by a Singapore tax resident individual (except for income received through a
partnership in Singapore) is exempt from Singapore income tax if the Comptroller of Income Tax in Singapore ("Comptroller")
is satisfied that the tax exemption would be beneficial to the individual. A Singapore tax resident individual is taxed at progressive
rates ranging from 0% to 22%.

 Non-resident
individuals, subject to certain exceptions and conditions, are subject to Singapore income tax on income accruing in or derived from
Singapore at the rate of 22%.

 Corporate
Income Tax

 A
corporate taxpayer is regarded as resident in Singapore for Singapore tax purposes if the control and management of its business is exercised
in Singapore.

 Corporate
taxpayers who are Singapore tax residents are subject to Singapore income tax on income accruing in or derived from Singapore and, subject
to certain exceptions, on foreign-sourced income received or deemed to be received in Singapore. Foreign-sourced income in the form of
dividends, branch profits and service income received or deemed to be received in Singapore by Singapore tax resident companies on or
after June 1, 2003 are exempt from tax if certain prescribed conditions are met, including the following:

 (i)
 such
 income is subject to tax of a similar character to income tax under the law of the jurisdiction
 from which such income is received; and

 (ii)
 at
 the time the income is received in Singapore, the highest rate of tax of a similar character
 to income tax (by whatever name called) levied under the law of the territory from which
 the income is received on any gains or profits from any trade or business carried on by any
 company in that territory at that time is not less than 15%.

concessions and clarifications have also been announced by the Inland Revenue Authority of Singapore ("IRAS") with respect
to such conditions.

 A
non-resident corporate taxpayer is subject to income tax on income that is accrued in or derived from Singapore, and on foreign-sourced
income received or deemed received in Singapore, subject to certain exceptions.

 The
corporate tax rate in Singapore is currently 17%. In addition, three-quarters of up to the first S$10,000 of a company's annual
normal chargeable income, and one-half of up to the next S$190,000, is exempt from corporate tax from the year of assessment ("YA")
2020 onwards. The remaining chargeable income (after the tax exemption) will be fully taxable at the prevailing corporate tax rate.

 New
companies will also, subject to certain conditions and exceptions, be eligible for tax exemption on three-quarters of up to the first
S$100,000 of a company's annual normal chargeable income, and one-half of up to the next S$100,000, a year for each of the company's
first three YAs from YA 2020 onwards. The remaining chargeable income (after the tax exemption) will be taxed at the applicable corporate
tax rate.

Relating to Foreign Exchange

to the Regulations on the Administration of Foreign Exchange issued by the State Council and effective in 1996, as amended in January
1997 and August 2008, current account transactions, such as sale or purchase of goods, are not subject to PRC governmental control or
restrictions. Certain organizations in the PRC, including foreign-invested enterprises, may purchase, sell, and/or remit foreign currencies
at certain banks authorized to conduct foreign exchange business upon providing valid commercial documents. Approval of the PRC State
Administration of Foreign Exchange ("SAFE"), however, is required for capital account transactions.

 In
August 2008, SAFE issued a circular on the conversion of foreign currency into Renminbi by a foreign-invested company that regulates
how the converted Renminbi may be used. The circular requires that the registered capital of a foreign-invested enterprise converted
into Renminbi from foreign currencies may only be utilized for purposes within its business scope. For example, such converted amounts
may not be used for investments in or acquisitions of other PRC companies, unless specifically provided otherwise, which can inhibit
the ability of companies to consummate such transactions. In addition, SAFE strengthened its oversight of the flow and use of the Renminbi
registered capital of foreign-invested enterprises converted from foreign currencies. The use of such Renminbi capital may not be changed
without SAFE's approval, and may not in any case be used to repay Renminbi loans if the proceeds of such loans have not been utilized.
Violations may result in severe penalties, such as heavy fines.

Relating to Labor

to the PRC Labor Law effective in 1995 and the PRC Labor Contract Law effective in 2008, a written labor contract is required when an
employment relationship is established between an employer and an employee. Other labor-related regulations and rules of the PRC stipulate
the maximum number of working hours per day and per week as well as the minimum wages. An employer is required to set up occupational
safety and sanitation systems, implement the national occupational safety and sanitation rules and standards, educate employees on occupational
safety and sanitation, prevent accidents at work and reduce occupational hazards.

 In
the PRC, workers dispatched by an employment agency are normally engaged in temporary, auxiliary or substitute work. Pursuant to the
PRC Labor Contract Law, an employment agency is the employer for workers dispatched by it, and it must perform an employer's obligations
toward them. The employment contract between the employment agency and the dispatched workers, and the placement agreement between the
employment agency and the company that receives the dispatched workers must be in writing. Also, the company that accepts the dispatched
workers must bear joint and several liabilities for any violation of the Labor Contract Law by the employment agencies arising from their
contracts with dispatched workers. An employer is obligated to sign an indefinite term labor contract with an employee if the employer
continues to employ the employee after two consecutive fixed-term labor contracts. The employer also has to pay compensation to the employee
if the employer terminates an indefinite term labor contract. Except where the employer proposes to renew a labor contract by maintaining
or raising the conditions of the labor contract and the employee is not agreeable to the renewal, an employer is required to compensate
the employee when a definite term labor contract expires. Furthermore, under the Regulations on Paid Annual Leave for Employees issued
by the State Council in December 2007 and effective as of January 2008, employees who have served an employer for more than one (1) year
and less than ten years are entitled to a 5-day paid vacation, those whose service period ranges from 10 to 20 years are entitled to
a 10-day paid vacation, and those who have served for more than 20 years are entitled to a 15-day paid vacation. An employee who does
not use such vacation time at the request of the employer shall be compensated at three times their normal salaries for each waived vacation
day.

to the Regulations on Occupational Injury Insurance effective in 2004 and the Interim Measures concerning the Maternity Insurance for
Enterprise Employees effective in 1995, PRC companies must pay occupational injury insurance premiums and maternity insurance premiums
for their employees. Pursuant to the Interim Regulations on the Collection and Payment of Social Insurance Premiums effective in 1999
and the Interim Measures concerning the Administration of the Registration of Social Insurance effective in 1999, basic pension insurance,
medical insurance, and unemployment insurance are collectively referred to as social insurance. Both PRC companies and their employees
are required to contribute to the social insurance plans. Pursuant to the Regulations on the Administration of Housing Fund effective
in 1999, as amended in 2002, PRC companies must register with applicable housing fund management centers and establish a special housing
fund account in an entrusted bank. Both PRC companies and their employees are required to contribute to the housing funds.

on Dividend Distribution

 Wholly
foreign-owned companies in the PRC may pay dividends only out of their accumulated profits after tax as determined in accordance with
PRC accounting standards. Remittance of dividends by a wholly foreign-owned enterprise out of China is subject to examination by the
banks designated by SAFE. Wholly foreign-owned companies may not pay dividends unless they set aside at least 10% of their respective
accumulated profits after tax each year, if any, to fund certain reserve funds, until such time as the accumulative amount of such fund
reaches 50% of the wholly foreign-owned company's registered capital. In addition, these companies also may allocate a portion
of their after-tax profits based on PRC accounting standards to staff welfare and bonus funds at their discretion. These reserve funds
and staff welfare and bonus funds are not distributable as cash dividends.

 Safe
Regulations on Offshore Special Purpose Companies Held by PRC Residents or Citizens

to the Notice on Relevant Issues Concerning Foreign Exchange Administration for PRC Residents to Engage in Financing and Inbound Investment
via Overseas Special Purpose Vehicles, or Circular No. 75, issued in October 2005 by SAFE and its supplemental notices, PRC citizens
or residents are required to register with SAFE or its local branch in connection with their establishment or control of an offshore
entity established for the purpose of overseas equity financing involving a roundtrip investment whereby the offshore entity acquires
or controls onshore assets or equity interests held by the PRC citizens or residents. In addition, such PRC citizens or residents must
update their SAFE registrations when the offshore special purpose vehicle undergoes material events relating to increases or decreases
in investment amount, transfers or exchanges of shares, mergers or divisions, long-term equity or debt investments, external guarantees
or other material events that do not involve roundtrip investments. Subsequent regulations further clarified that PRC subsidiaries of
an offshore company governed by the SAFE regulations are required to coordinate and supervise the filing of SAFE registrations in a timely
manner by the offshore holding company's shareholders who are PRC citizens or residents. If these shareholders fail to comply,
the PRC subsidiaries are required to report to the local SAFE branches. If the shareholders of the offshore holding company who are PRC
citizens or residents do not complete their registration with the local SAFE branches, the PRC subsidiaries may be prohibited from distributing
their profits and proceeds from any reduction in capital, share transfer or liquidation to the offshore company, and the offshore company
may be restricted in its ability to contribute additional capital to its PRC subsidiaries. Moreover, failure to comply with the SAFE
registration and amendment requirements described above could result in liability under PRC law for evasion of applicable foreign exchange
restrictions.

 SAFE
Regulations on Employee Share Options

 On
March 28, 2007, SAFE promulgated the Application Procedure of Foreign Exchange Administration for Domestic Individuals Participating
in Employee Share Holding Plan or Share Option Plan of Overseas Listed Company, or the Share Option Rule. Pursuant to the Share Option
Rule, Chinese citizens who are granted share options by an overseas publicly listed company are required to register with SAFE through
a Chinese agent or Chinese subsidiary of the overseas publicly listed company and complete certain other procedures. Our PRC employees
who have been granted share options will be subject to these regulations. Failure of our PRC share option holders to complete their SAFE
registrations may subject these PRC employees to fines and legal sanctions and may also limit our ability to contribute additional capital
into our PRC subsidiaries and limit our PRC subsidiaries' ability to distribute dividends to us.

 Cybersecurity

 The
PRC Criminal Law, as amended by its Amendment 7 (effective on February 28, 2009) and Amendment 9 (effective on November 1, 2015), prohibits
institutions, companies and their employees from selling or otherwise illegally disclosing a citizen's personal information obtained
in performing duties or providing services or obtaining such information through theft or other illegal ways. On November 7, 2016, the
Standing Committee of the PRC National People's Congress, or the SCNPC, issued the Cyber Security Law of the PRC, or Cyber Security
Law, which became effective on June 1, 2017.

to the Cyber Security Law, network operators must not, without users' consent, collect their personal information, and may only
collect users' personal information necessary to provide their services. Providers are also obliged to provide security maintenance
for their products and services and shall comply with provisions regarding the protection of personal information as stipulated under
the relevant laws and regulations.

 The
Civil Code of the PRC (issued by the PRC National People's Congress on May 28, 2020 and effective from January 1, 2021) provides
legal basis for privacy and personal information infringement claims under the Chinese civil laws. PRC regulators, including the Cyberspace
Administration of China, the Ministry of Industry and Information Technology, and the Ministry of Public Security, have been increasingly
focused on regulation in data security and data protection.

 PRC
regulatory requirements regarding cybersecurity are evolving. For instance, various regulatory bodies in China, including the Cyberspace
Administration of China, the Ministry of Public Security and the State Administration for Market Regulation, have enforced data privacy
and protection laws and regulations with varying and evolving standards and interpretations. In April 2020, the Chinese government promulgated
Cybersecurity Review Measures, which came into effect on June 1, 2020. According to the Cybersecurity Review Measures, operators of critical
information infrastructure must pass a cybersecurity review when purchasing network products and services which do or may affect national
security.

 In
July 2021, the Cyberspace Administration of China and other related authorities released the draft amendment to the Cybersecurity Review
Measures for public comments through July 25, 2021. The draft amendment proposes the following key changes:

 companies
 who are engaged in data processing are also subject to the regulatory scope;

 the
 China Securities Regulatory Commission, or CSRC, is included as one of the regulatory authorities
 for purposes of jointly establishing the state cybersecurity review working mechanism;

 the
 operators (including both operators of critical information infrastructure and relevant parties
 who are engaged in data processing) holding more than one million users/users' (which
 to be further specified) individual information and seeking a listing outside China shall
 file for cybersecurity review with the Cybersecurity Review Office; and

 the
 risks of core data, material data or large amounts of personal information being stolen,
 leaked, destroyed, damaged, illegally used or transmitted to overseas parties and the risks
 of critical information infrastructure, core data, material data or large amounts of personal
 information being influenced, controlled or used maliciously shall be collectively taken
 into consideration during the cybersecurity review process.

 If
the draft amendment is adopted into law in the future, we may become subject to enhanced cybersecurity review. In addition, certain internet
platforms in China have been reportedly subject to heightened regulatory scrutiny in relation to cybersecurity matters. As of the date
of this Annual Report on Form 10-K, we have not been informed by any PRC governmental authority of any requirement that we file for a
cybersecurity review. However, we are deemed to be a critical information infrastructure operator or a company that is engaged in data
processing and holds personal information of more than one million users, we could be subject to PRC cybersecurity review.

 As
there remains significant uncertainty in the interpretation and enforcement of relevant PRC cybersecurity laws and regulations, we could
be subject to cybersecurity review, and if so, we may not be able to pass such review. In addition, we could become subject to enhanced
cybersecurity review or investigations launched by PRC regulators in the future. Any failure or delay in the completion of the cybersecurity
review procedures or any other non-compliance with the related laws and regulations may result in fines or other penalties, including
suspension of business, website closure, and revocation of prerequisite licenses, as well as reputational damage or legal proceedings
or actions, which may have a material adverse effect on our business, financial condition or results of operations.

 On
June 10, 2021, the SCNPC promulgated the PRC Data Security Law, which became effective in September 2021. The PRC Data Security Law imposes
data security and privacy obligations on entities and individuals carrying out data activities. It introduces a data classification and
hierarchical protection system based on the importance of data in economic and social development. The degree of harm it will cause to
national security, public interests, or legitimate rights and interests of individuals or organizations when such data is tampered with,
destroyed, leaked, illegally acquired or used. The PRC Data Security Law also provides a national security review procedure for data
activities that may affect national security and impose export restrictions on certain data and information. On August 20, 2021, the
SCNPC adopted the Personal Information Property Law, which shall come into force as of November 1, 2021. The Personal Information Protection
Law includes the basic rules for personal information processing, the rules for cross-border provision of personal information, the rights
of individuals in personal information processing activities, the obligations of personal information processors, and the legal responsibilities
for illegal collection, processing, and use of personal information.

 As
uncertainties remain regarding the interpretation and implementation of these laws and regulations, we cannot assure you that we can
comply with such regulations in all respects and we may be ordered to rectify or terminate any actions that are deemed illegal by regulatory
authorities. We may also become subject to fines and/or other sanctions which may have material adverse effect on our business, operations
and financial condition.

 While
we take various measures to comply with all applicable data privacy and protection laws and regulations, our current security measures
and those of our third-party service providers may not always be adequate for the protection of our company, employee or third party
data. We may be a target for computer hackers, foreign governments or cyber terrorists in the future.

 Unauthorized
access to our proprietary internal and third party data may be obtained through break-ins, sabotage, breach of our secure network by
an unauthorized party, computer viruses, computer denial-of-service attacks, employee theft or misuse, breach of the security of the
networks of our third party service providers, or other misconduct. Because the techniques used by computer programmers who may attempt
to penetrate and sabotage our proprietary internal and third party data change frequently and may not be recognized until launched against
a target, we may be unable to anticipate these techniques.

 Unauthorized
access to our proprietary internal and third party data may also be obtained through inadequate use of security controls. Any of such
incidents may harm our reputation and adversely affect our business and results of operations. In addition, we may be subject to negative
publicity about our security and privacy policies, systems, or measurements. Any failure to prevent or mitigate security breaches, cyber-attacks
or other unauthorized access to our systems or disclosure of third party data, including their personal information, could result in
loss or misuse of such data, interruptions to our service system, loss of confidence and trust in our company, impairment of our technology
infrastructure, and harm our reputation and business, resulting in significant legal and financial exposure and potential lawsuits.

 Permission
Required from PRC Authorities

 We and our PRC subsidiaries currently have received
all material permissions and approvals required for the operations in compliance with the relevant PRC laws and regulations in the PRC.
The business license is the only permission that is required for the operations. The business license is a permit issued by Market Supervision
and Administration that allows the company to conduct specific business within the government's geographical jurisdiction. Each
of our PRC subsidiaries has received its business license.

 As
of the date of this Annual Report on Form 10-K, Muliang Viagoo and our subsidiaries are not required to obtain any other permissions
or approvals from any Chinese authorities to operate its business. However, applicable laws and regulations may be tightened, and new
laws or regulations may be introduced to impose additional government approval, license and permit requirements. If we or our subsidiaries
fail to obtain and maintain such approvals, licenses, or permits required for our business, inadvertently conclude that such approval
is not required, or respond to changes in the regulatory environment, we or our subsidiaries could be subject to liabilities, penalties
and operational disruption, which may materially and adversely affect our business, operating results, financial condition and the value
of our ordinary shares, significantly limit or completely hinder our ability to offer or continue to offer securities to investors, or
cause such securities to significantly decline in value or become worthless.

 The
M&A Rules, which were adopted in 2006 by six PRC regulatory agencies and amended in 2009, including the CSRC, purport to require
offshore special purpose vehicles that are controlled by PRC companies or individuals and that were formed for the purpose of seeking
a public listing on an overseas stock exchange through acquisitions of PRC domestic companies or assets to obtain CSRC approval prior
to publicly listing and trading of their securities on an overseas stock exchange. The interpretation and application of the regulations
remain unclear, and this offering may ultimately require approval from the CSRC. If CSRC approval is required, it is uncertain how long
it will take us to obtain the approval and whether we will obtain the approval.

 Recently,
the General Office of the Central Committee of the Communist Party of China and the General Office of the State Council jointly issued
the Opinions on Strictly Cracking Down on Illegal Securities Activities, which were made available to the public on July 6, 2021. The
Opinions on Strictly Cracking Down on Illegal Securities Activities emphasized the need to strengthen the administration over illegal
securities activities, and the need to strengthen the supervision over overseas listings by Chinese companies. Effective measures, such
as promoting the construction of relevant regulatory systems will be taken to deal with the risks and incidents of China-based overseas
listed companies, and cybersecurity and data privacy protection requirements and similar matters. It is still uncertain how PRC governmental
authorities will regulate overseas listing in general and whether we are required to obtain any specific regulatory approvals. Furthermore,
if the CSRC or other regulatory agencies later promulgate new rules or explanations requiring that we obtain their approvals for this
offering and any follow-on offering, we may be unable to obtain such approvals which could significantly limit or completely hinder our
ability to offer or continue to offer securities to our investors.

 On
December 24, 2021, the China Securities Regulatory Commission, or the CSRC, issued Provisions of the State Council on the Administration
of Overseas Securities Offering and Listing by Domestic Companies (Draft for Comments) (the "Administration Provisions"),
and the Provisions of the State Council on the Administration of Overseas Securities Offering and Listing by Domestic Companies (Draft
for Comments) (the "Measures"), which are now open for public comments. The Administration Provisions and Measures for overseas
listings lay out specific requirements for filing documents and include unified regulation management, strengthening regulatory coordination,
and cross-border regulatory cooperation. Domestic companies seeking to list abroad must carry out relevant security screening procedures
if their businesses involve such supervision. Companies endangering national security are among those off-limits for overseas listings.

to Relevant Officials of the CSRC Answered Reporter Questions ("CSRC Answers"), after the Administration Provisions and Measures
are implemented upon completion of public consultation and due legislative procedures, the CSRC will formulate and issue guidance for
filing procedures to further specify the details of filing administration and ensure that market entities could refer to clear guidelines
for filing, which means it still takes time to make the Administration Provisions and Measures into effect. As the Administration Provisions
and Measures have not yet come into effect, we are currently unaffected. However, according to CSRC Answers, only new initial public
offerings and follow-on offerings by existent overseas listed Chinese companies will be required to go through the filing process; other
existent overseas listed companies will be allowed sufficient transition period to complete their filing procedure, which means if we
complete the offering prior to the effectiveness of Administration Provisions and Measures, we will be required go through the filing
process in the future, either because of future follow-on offerings or as an existent overseas listed Chinese company.

 Our
PRC counsel has advised us that neither the holding company and our subsidiaries are currently required to obtain approval from Chinese
authorities, including the CSRC, or the CAC, to list on U.S exchanges or issue securities to foreign investors, given that: (i) our PRC
subsidiary was incorporated as a wholly foreign-owned enterprise by means of direct investment rather than by merger or acquisition of
equity interest or assets of a PRC domestic company owned by PRC companies or individuals as defined under the M&A Rules that are
our beneficial owners; (ii) the CSRC currently has not issued any definitive rule or interpretation concerning whether offerings like
ours under this prospectus are subject to the M&A Rules; and (iii) no provision in the M&A Rules clearly classifies contractual
arrangements as a type of transaction subject to the M&A Rules.

 However, there remains some uncertainty as to
how the M&A Rules will be interpreted or implemented in the context of an overseas offering and the opinions summarized above are
subject to any new laws, rules and regulations or detailed implementations and interpretations in any form relating to the M&A Rules.
We cannot assure you that relevant PRC government agencies, including the CSRC, would reach the same conclusion as our PRC counsel does,
and hence we may face regulatory actions or other sanctions from the CSRC or other PRC regulatory agencies. These regulatory agencies
may impose fines and penalties on operations in China, limit operating privileges in China, delay or restrict the repatriation of the
proceeds from this offering into China, restrict or prohibit the payments or remittance of dividends by our PRC subsidiaries, or take
other actions that could have a material adverse effect on our business, financial condition, results of operations, reputation and prospects,
as well as the trading price of the shares. It is uncertain when and whether the Company will be required to obtain permission from the
PRC government to list on U.S. exchanges in the future, and even when such permission is obtained, whether it will be denied or rescinded.

 The PRC government may intervene or influence
operations at any time, which could result in a material change in operations. For example, the PRC government has recently published
new policies that significantly affected certain industries such as the education and internet industries, and we cannot rule out the
possibility that it will in the future release regulations or policies regarding any industry that could adversely affect the business,
financial condition and results of operations of our company. Recently, the PRC government initiated a series of regulatory actions and
statements to regulate business operations in China with little advance notice, including cracking down on illegal activities in the
securities market, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement.
As confirmed by our PRC counsel, we currently are not subject to cybersecurity review with the CAC, to conduct business operations in
China, given that: (i) we do not possess a large amount of personal information in our business operations; and (ii) data processed in
our business does not have a bearing on national security and thus may not be classified as core or important data by the authorities.
In addition, as confirmed by our PRC counsel, we are not subject to merger control review by China's anti-monopoly enforcement
agency due to the level of our revenues which provided from us and audited by our auditor WWC, P.C., and the fact that we currently do
not expect to propose or implement any acquisition of control of, or decisive influence over, any company with revenues within China
of more than RMB 400 million.

 Although
we are currently not required to obtain permission from any of the PRC governmental agencies to obtain such permission and has not received
any denial to list on the U.S. exchange or conduct our daily business operation, it is highly uncertain how soon legislative or administrative
regulation making bodies will respond and what existing or new laws or regulations or detailed implementations and interpretations will
be modified or promulgated, if any, and the potential impact such modified or new laws and regulations will have on our daily business
operation, the ability to accept foreign investments and list our securities on an U.S. or other foreign exchange.

 Item
4. Mine Safety Disclosures.

 Not
Applicable.

 PART
II

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

 Our
common stock is currently quoted on the OTC Markets under the symbol "MULG'", however, there is no active public trading
market for our common stock. We had 19,251,477 shares of common stock issued and outstanding as of March 31, 2023.

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

 High

 Low

 Fiscal Year Ended December 31, 2022

 First Quarter

 $
 7.00

 $
 7.00

 Second Quarter

 7.00

 7.00

 Third Quarter

 7.00

 7.00

 Fourth Quarter

 7.00

 7.00

 Fiscal Year Ended December 31, 2021

 First Quarter

 $
 7.00

 $
 7.00

 Second Quarter

 $
 7.00

 $
 7.00

 Third Quarter

 $
 7.00

 $
 7.00

 Fourth Quarter

 $
 7.00

 $
 7.00

 Fiscal Year Ended December 31, 2020

 First Quarter

 $
 7.00

 $
 7.00

 Second Quarter

 $
 7.00

 $
 7.00

 Third Quarter

 $
 7.00

 $
 7.00

 Fourth Quarter

 $
 7.00

 $
 7.00

 Holders
of Capital Stock

 As
of March 31 2023, we had 1,033 holders of our common stock and 1 holder of our Series A Preferred Stock.

 Stock
Option Grants

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

 Dividends

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

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

 Recent
Sales of Unregistered Securities

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

 On February 16, 2021, we sold to a non-U.S. investor
a $14,960 convertible note that may be converted into 2,671 shares of our common stock at a price of $5.60 per share. In conjunction
with the convertible note, we issued to the investor 1,336 warrants that can be exercised for three years to our common stock at an exercise
price of $4.80. The transaction was not registered under the Securities Act in reliance on an exemption from registration set forth
in Regulation S promulgated hereunder as a transaction by the Company not involving any public offering. The securities were sold in
an offshore transaction by a foreign issuer, to foreign investors, not using any directed selling efforts in the United States. These
securities may not be offered or sold in the United States in the absence of an effective registration statement or exemption from the
registration requirements under the Securities Act.

 On May 20, 2021, we sold to a non-U.S. investor
a $231,839 (or RMB 1,5000,000) convertible note that may be converted into 34,094 shares of our common stock at a price of $6.80 per
share. In conjunction with the convertible note, we issued to the investor 17,047 warrants that can be exercised for three years to our
common stock at an exercise price of $4.80. The transaction was not registered under the Securities Act in reliance on an exemption
from registration set forth in Regulation S promulgated hereunder as a transaction by the Company not involving any public offering.
The securities were sold in an offshore transaction by a foreign issuer, to foreign investors, not using any directed selling efforts
in the United States. These securities may not be offered or sold in the United States in the absence of an effective registration statement
or exemption from the registration requirements under the Securities Act.

 On
 June 24, 2021, we sold to a non-U.S. investor a $204,000 (or SGD 271,320) convertible note
 that may be converted into 30,000 shares of our common stock at a price of $6.80 per share.
 In conjunction with the convertible note, we issued to the investor 15,000 warrants that
 can be exercised for three years to our common stock at an exercise price of $4.80. The
 transaction was not registered under the Securities Act in reliance on an exemption from
 registration set forth in Regulation S promulgated hereunder as a transaction by the Company
 not involving any public offering. The securities were sold in an offshore transaction by
 a foreign issuer, to foreign investors, not using any directed selling efforts in the United
 States. These securities may not be offered or sold in the United States in the absence of
 an effective registration statement or exemption from the registration requirements under
 the Securities Act.

 Item
6. [Reserved]

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

 Item
7. Management's Discussion and Analysis of Financial Condition and Results of Operation.

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

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

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

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

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

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

 Overview

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

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

 Revenue is mainly generated from our organic
fertilizers, which accounted for approximately 93.2% and 91.5% of our total revenue for the years ended December 31, 2022 and 2021,
respectively. There is currently two integrated factories in Weihai City, Shandong Province, PRC to produce organic fertilizers, which
have been in operation since August 2015. We plan to improve the technology for our existing organic straw fertilizer production lines
in the following aspects: (i) adopt more advanced automatic control technology for raw material feed to shorten the processing time of
raw material, and (ii) manufacture powdered organic fertilizer instead of granular organic fertilizer production in order to avoid the
drying and cooling process, as such will increase our production capacity.

 In addition, there are plans to engage in the
processing and distribution of black goat products, with business commencing in June 2023. We are currently constructing a deep-processing
slaughterhouse and processing plant which is expected to have the capacity of slaughtering 200,000 black goats per year in Chuxiong City,
Yunnan Province, in China. Our black goat processing products including goat rib lets, goat loin roast, goat loin chops, goat rack, goat
leg, goat shoulder, goat leg shanks, ground goat, goat stew meat, whole goat, half goat, lamb viscera, etc. We expect to start generating
revenue from the black goat products in 2023.

 Recent Development

 Impact of COVID-19

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

 As a result of the COVID-19 outbreak in December
2019 and continuing through 2020,2021 and 2022, the Company's businesses, results of operations, financial position and cash flows
were adversely affected in 2022 with potential continuing impacts on subsequent periods, including but not limited to the material adverse
impact on the Company's revenues as result of the suspension of operations and decline in demand by the Company's customers.

 Though the global outbreak and spread of the
novel strain of coronavirus (COVID-19) came to en end in November 2022, we are still taking steps in an effort to identify and mitigate
the adverse impacts on, and risks to, our business (including but not limited to our employees, customers, other business partners, our
manufacturing capabilities and capacity and our distribution channels) posed by its spread and the governmental and community reactions
thereto.

 Disposal of land use right and production
facility for repayment of debt

 The Company completed its sale of industrial
land and production facility in Shanghai through an administratively organized private sale on June 16, 2021. Through the sale, the Company's
subsidiary Shanghai Zongbao is able to satisfy its debt obligations due to Agricultural Bank of China and Shanghai Zhongta Construction
and Engineering Co., Ltd. and improve its cash position. As a result of the sale, Agricultural Bank of China received RMB 35,632,193.36,
Shanghai Zhongta Construction and Engineering Co., Ltd. received RMB 26,000,000 and Shanghai Zongbao received the remaining RMB 7,921,902.28.

 Sale
of Viagoo

 On
December 16, 2022, Muliang Viagoo Technology Inc. (the "Company") entered into a share purchase agreement (the "Agreement")
with Viagoo Inc. (the "Buyer"), pursuant to which the Buyer purchased 100% of the issued and outstanding ordinary shares
of Viagoo Pte Ltd., a Singapore private limited liability company and a 100% parent company of NexG Pte. Ltd., and TPS Solutions Hong
Kong Limited, from the Company in exchange for a consideration of US$ 5,254,001.20 to be paid to the Company as follows:

 (i)

 The
 Buyer agrees to issue a convertible note to a certain convertible noteholder of the Company in exchange for the cancellation of certain
 debt of the Company held by certain noteholder;

 (ii)

 US$1,000,000
 in a promissory note issued by the Buyer (the "Promissory Note"), which must be paid off by the Buyer within three (3)
 business days of the closing date of the next financing transaction by the Buyer (the "Closing Date");

 (iii)

 625,715
 ordinary shares of the Buyer, valued at US$5.60 per share, or an aggregate of US$3,504,001.20, within seven (7) business days of
 the Closing Date.

 (iv)

 US$750,000
 within five (5) business days of a Liquidity Event by the Buyer in any combination of cash or stock. Each share of stock shall be
 valued at the fair market value price at the time of the Liquidity Event. "Liquidity Event" shall mean any event that
 allows the Buyer to raise capital or shareholders of the Buyer to sell or dispose for consideration part or all of their ownership
 shares and list on a national stock exchange in the United States, including but not limited to acquisition, merger, initial public
 offering, SPAC merger and listing, direct listing or other such events.

 Should
the Buyer fail to perform a financing transaction after the effective date of the Agreement, shall result in the cancellation of the
transaction. The Agreement also includes customary representations, warranties, and covenants by the parties.

 Critical Accounting Policies

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

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

 Basis of Presentation

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

 Liquidity and Going Concern

 As reflected in the accompanying consolidated
financial statements, we had net accumulated deficit of $3,965,137 and $6,876,227 as of December 31, 2022 and 2021, respectively. Our
cash balances as of December 31, 2022 and December 31, 2021 were $73,313 and $38,013, respectively. We had current liability of $9,221,958
at December 31, 2022 which would be due within the next 12 months. In addition, we had a working capital of $8,112,564 and working capital
of $5,403,720 at December 31, 2022 and 2021, respectively.

 Because the company is gradually recovering the
accounts receivables affected by the Covid-19, and the sales are gradually returning to the normal level, the company's current
cash revenue and expenditure are normal, which did not affect the normal operation. Now, after Covid-19, the company has no problems
with business sustainability. IPO financing will be used for new investments to expand the operating scale and does not affect the existing
operating scale.

 Principles of Consolidation

 The consolidated financial statements include
the financial statements of the Company, its subsidiaries and consolidated VIE, including the VIE' subsidiaries, for which the
Muliang Viagoo is the primary beneficiary.

 All transactions and balances among the Company,
its subsidiaries, the VIE and the VIE' subsidiaries have been eliminated upon consolidation.

 As PRC laws and regulations welcome to invest
in organic fertilizer industry businesses, the Muliang Viagoo operates its fertilizer business in the PRC through Shanghai Muliang and
its subsidiaries, which are collectively referred as the "WFOEs".

 By entering into a series of agreements (the
"VIE Agreements"), the Muliang Viagoo, through WFOEs, obtained control over Shanghai Muliang and its subsidiaries (collectively
referred as "VIE"). The VIE Agreements enable the Muliang Viagoo to (1) have power to direct the activities that most
significantly affect the economic performance of the VIE, and (2) receive the economic benefits of the VIE that could be significant
to the VIE. Accordingly, the Muliang Viagoo is considered the primary beneficiary of the VIE and has consolidated the VIE' financial
results of operations, assets and liabilities in the Muliang Viagoo's consolidated financial statements. In making the conclusion
that the Muliang Viagoo is the primary beneficiary of the VIE, the Muliang Viagoo's rights under the Power of Attorney also provide
the Muliang Viagoo's abilities to direct the activities that most significantly impact the VIE' economic performance. The
Muliang Viagoo also believes that this ability to exercise control ensures that the VIE will continue to execute and renew the Master
Exclusive Service Agreement and pay service fees to Muliang Viagoo. By charging service fees to be determined and adjusted at the sole
discretion of Muliang Viagoo, and by ensuring that the Master Exclusive Service Agreement is executed and remains effective, Muliang
Viagoo has the rights to receive substantially all of the economic benefits from the VIE.

 Details of the VIE Agreements, are set forth
below:

 As of

 2022

 As of

 2021

 $
 17,244,572

 $
 18,972,383

 Non-current assets

 7,698,043

 8,995,363

 24,942,615

 27,967,746

 7,967,596

 12,794,076

 Non-current liabilities

 67,573

 422,480

 8,035,169

 13,216,556

 $
 16,907,446

 $
 14,751,190

 For the years ended
 31,

 2022

 2021

 $

 $

 (1,315,795
)

 5,484,916

 Net cash provided by (used in) investment activities

)

)

 $

 $
 (4,328,560
)

 VIE Agreements that were entered to give the
Muliang Viagoo effective control over the VIE include:

 Voting Rights Proxy Agreement and Irrevocable
Power of Attorney

 Under which each shareholder of the VIE grant
to any person designated by WFOEs to act as its attorney-in-fact to exercise all shareholder rights under PRC law and the relevant articles
of association, including but not limited to, appointing directors, supervisors and officers of the VIE as well as the right to sell,
transfer, pledge and dispose all or a portion of the equity interest held by such shareholders of the VIE. The proxy and power of attorney
agreements will remain effective as long as WFOEs exist. The shareholders of the VIE do not have the right to terminate the proxy agreements
or revoke the appointment of the attorney-in-fact without written consent of the WFOEs.

 Exclusive Option Agreement

 Under which each shareholder of the VIE granted
9F or any third party designated by 9F the exclusive and irrevocable right to purchase from such shareholders of the VIE, to the extent
permitted by PRC law and regulations, all or part of their respective equity interests in the VIE for a purchase price equal to the registered
capital. The shareholders of the VIE will then return the purchase price to 9F or any third party designated by 9F after the option is
exercised. 9F may transfer all or part of its option to a third party at its own option. The VIE and its shareholders agree that without
prior written consent of 9F, they may not transfer or otherwise dispose the equity interests or declare any dividends. The restated option
agreement will remain effective until 9F or any third party designated by 9F acquires all equity interest of the VIE.

 Spousal Consent

 The spouse of each shareholder of the VIE has
entered into a spousal consent letter to acknowledge that he or she consents to the disposition of the equity interests held by his or
her spouse in the VIE in accordance with the exclusive option agreement, the power of attorney and the equity pledge agreement regarding
VIE structure described above, and any other supplemental agreement(s) may be consented by his or her spouse from time to time.
Each such spouse further agrees that he or she will not take any action or raise any claim to interfere with the arrangements contemplated
under the mentioned agreements. In addition, each such spouse further acknowledges that any right or interest in the equity interests
held by his or her spouse in the VIE do not constitute property jointly owned with his or her spouse and each such spouse unconditionally
and irrevocably waives any right or interest in such equity interests.

 Loan Agreement

 Pursuant to the loan agreements between WFOEs
and each shareholder of the VIE, WFOEs extended loans to the shareholders of the VIE, who had contributed the loan principal to the VIE
as registered capital. The shareholders of VIE may repay the loans only by transferring their respective equity interests in VIE to 9F Inc.
or its designated person(s) pursuant to the exclusive option agreements. These loan agreements will remain effective until the date
of full performance by the parties of their respective obligations thereunder.

 VIE Agreements that enables Muliang Viagoo to
receive substantially all of the economic benefits from the VIE include:

 Equity Interest Pledge Agreement

 Pursuant to equity interest pledge agreement,
each shareholder of the VIE has pledged all of his or her equity interest held in the VIE to WFOEs to secure the performance by VIE and
their shareholders of their respective obligations under the contractual arrangements, including the payments due to WFOEs for services
provided. In the event that the VIE breach any obligations under these agreements, WFOEs as the pledgees, will be entitled to request
immediate disposal of the pledged equity interests and have priority to be compensated by the proceeds from the disposal of the pledged
equity interests. The shareholders of the VIE shall not transfer their equity interests or create or permit to be created any pledges
without the prior written consent of WFOEs. The equity interest pledge agreement will remain valid until the master exclusive service
agreement and the relevant exclusive option agreements and proxy and power of attorney agreements, expire or terminate.

 Master Exclusive Service Agreement

 Pursuant to exclusive service agreement, WFOEs
have the exclusive right to provide the VIE with technical support, consulting services and other services. WFOEs shall exclusively own
any intellectual property arising from the performance of the agreement. During the term of this agreement, the VIE may not accept any
services covered by this agreement provided by any third party. The VIE agree to pay service fees to be determined and adjusted at the
sole discretion of the WFOEs. The agreement will remain effective unless WFOEs terminate the agreement in writing.

 Risks in relation to the VIE structure

 Muliang Viagoo believes that the contractual
arrangements with the VIE and their current shareholders are in compliance with PRC laws and regulations and are legally enforceable.
However, uncertainties in the PRC legal system could limit the Muliang Viagoo's ability to enforce the contractual arrangements.
If the legal structure and contractual arrangements were found to be in violation of PRC laws and regulations, the PRC government could:

 Revoke the business and
 operating licenses of the Muliang Viagoo's PRC subsidiaries or consolidated affiliated entities;

 Discontinue or restrict
 the operations of any related-party transactions among the Muliang Viagoo's PRC subsidiaries or consolidated affiliated entities;

 Impose fines or other requirements
 on the Muliang Viagoo's PRC subsidiaries or consolidated affiliated entities;

 Require the Muliang Viagoo's
 PRC subsidiaries or consolidated affiliated entities to revise the relevant ownership structure or restructure operations; and/or;

 Restrict or prohibit the
 Muliang Viagoo's use of the proceeds of the additional public offering to finance the Muliang Viagoo's business and operations
 in China;

 Shut down the Muliang Viagoo's
 servers or blocking the Muliang Viagoo's online platform;

 Discontinue or place restrictions
 or onerous conditions on the Muliang Viagoo's operations; and/or

 Require the Muliang Viagoo
 to undergo a costly and disruptive restructuring.

 Muliang Viagoo's ability to conduct its
business may be negatively affected if the PRC government were to carry out any of the aforementioned actions. As a result, Muliang Viagoo
may not be able to consolidate the VIE in its consolidated financial statements as it may lose the ability to exert effective control
over the VIE and its shareholders, and it may lose the ability to receive economic benefits from the VIE. Muliang Viagoo currently does
not believe that any penalties imposed or actions taken by the PRC government would result in the liquidation of the Company, WFOEs,
or the VIE.

 The following table sets forth the assets, liabilities,
results of operations and cash flows of the VIE and their subsidiaries, which are included in Muliang Viagoo's consolidated financial
statements after the elimination of intercompany balances and transactions:

 Under the VIE Arrangements, Muliang Viagoo has
the power to direct activities of the VIE and can have assets transferred out of the VIE. Therefore, Muliang Viagoo considers that there
is no asset in the VIE that can be used only to settle obligations of the VIE, except for assets that correspond to the amount of the
registered capital and PRC statutory reserves, if any. As the VIE are incorporated as limited liability companies under the Company Law
of the PRC, creditors of the VIE do not have recourse to the general credit of Muliang Viagoo for any of the liabilities of the VIE.

 Currently there is no contractual arrangement
which requires Muliang Viagoo to provide additional financial support to the VIE. However, as Muliang Viagoo conducts its businesses
primarily based on the licenses held by the VIE, Muliang Viagoo has provided and will continue to provide financial support to the VIE.

 Revenue-producing assets held by the VIE include
certain internet content provision ("ICP") licenses and other licenses, domain names and trademarks. The ICP licenses and
other licenses are required under relevant PRC laws, rules and regulations for the operation of internet businesses in the PRC,
and therefore are integral to Muliang Viagoo's operations. The ICP licenses require that core PRC trademark registrations and domain
names are held by the VIE that provide the relevant services.

 Muliang Viagoo consolidates the following entities,
including wholly-owned subsidiaries, Muliang HK, Shanghai Mufeng, Viagoo, and its wholly controlled variable interest entities, Shanghai
Muliang, and Zhongbao, 60% controlled Agritech Development, 99% controlled Fukang, 65% controlled Zhonglian, 80% controlled Yunnan Muliang,
100% controlled Anhui Muliang, 65% controlled Maguan, and 51% controlled Heilongjiang. Accordingly, the 40% equity interest holder of
Agritech Development, 1% equity interest holders in Fukang, 35% equity interest holders in Zhonglian, 20% interest in Yunnan Muliang,
35% equity interest in Maguan, and 49% equity interest in Heilongjiang are accounted as non-controlling interest in the Company's
consolidated financial statements.

 Use of Estimates

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

 Accounts Receivable

 We state accounts receivable at cost, net of
allowance for doubtful accounts. Based on our past experience and current practice in the PRC, management provides for an 100% allowance
for doubtful accounts equivalent to those accounts that are not collected more than three years, 50% for receivables outstanding for
longer than two years but less than three years, and 25% for receivables outstanding for longer than one year but less than two years.

 The reason why we adopted this accounting policy
can be attributed to the fact that (a) Our end customers, such as agricultural companies, farmers, or agricultural planting cooperatives,
usually make payment for agricultural material procurement only after harvesting and selling their agricultural products, resulting in
a longer collection time for our accounts receivable. (b) Given the severe situation of the COVID-19 pandemic in 2022, and in order to
maintain a long-term cooperative relationship with our customers, we agreed to extend the payment deadline.

 Inventory Valuation

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

 Revenue Recognition

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

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

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

 Revenue for logistics-related service is derived
from Viagoo subsidiaries. Through an online service platform, the company provides the operation management service to support customers.
For VTM service, revenue is charged to carriers based on certain percentage of the freight charges. For VES service, revenue is recognized
based on monthly subscription by vehicles and by users. For system integration service, revenue is recognized over time based on the
progress of project and annual maintenance service.

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

 Income Taxes

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

 New Accounting Standards

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

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

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

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

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

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

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

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

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

 Apply ASC 840 in the comparative
 periods.

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

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

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

 The management has reviewed the accounting pronouncements
and adopted the new standard on January 1, 2019 using the modified retrospective method of adoption.

 In August 2018, the FASB issued ASU 2018-13, "Fair
Value Measurement (Topic 820), – Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement,"
which makes a number of changes meant to add, modify or remove certain disclosure requirements associated with the movement amongst or
hierarchy associated with Level 1, Level 2 and Level 3 fair value measurements. The amendments in this Update modify the disclosure requirements
on fair value measurements based on the concepts in FASB Concepts Statement, Conceptual Framework for Financial Reporting—Chapter
8: Notes to Financial Statements, including the consideration of costs and benefits. The amendments on changes in unrealized gains and
losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative
description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in
the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective
date. The amendments are effective for all entities for fiscal years beginning after December 15, 2019, and interim periods within those
fiscal years, with early adoption permitted. The Company is currently evaluating the potential impacts of ASU 2018-13 on its consolidated
financial statements.

 In December 2019, the FASB issued ASU 2019-12
– Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. This ASU provides an exception to the general methodology
for calculating income taxes in an interim period when a year-to-date loss exceeds the anticipated loss for the year. This update also
(1) requires an entity to recognize a franchise tax (or similar tax) that is partially based on income as an income-based tax and account
for any incremental amount incurred as a non-income-based tax, (2) requires an entity to evaluate when a step-up in the tax basis of
goodwill should be considered part of the business combination in which goodwill was originally recognized for accounting purposes and
when it should be considered a separate transaction, and (3) requires that an entity reflect the effect of an enacted change in tax laws
or rates in the annual effective tax rate computation in the interim period that includes the enactment date. The standard is effective
for the Company for fiscal years beginning after December 15, 2020, with early adoption permitted. The Company is currently in the process
of evaluating the impact of the adoption on its consolidated financial statements.

 In February 2020, the FASB issued ASU 2020-02,
"Financial Instruments — Credit Losses (Topic 326) and Leases (topic 842) Amendments to SEC Paragraphs Pursuant to SEC Staff
Accounting Bulletin No. 119 and Update to SEC Section on Effective Date Related to Accounting Standards Update No. 2016-02, Leases (topic
842)". This ASU provides guidance regarding methodologies, documentation, and internal controls related to expected credit losses.
This ASU is effective for interim and annual periods beginning after December 15, 2019, and early adoption is permitted. The Company
is evaluating the impact of this guidance on its consolidated financial statements.

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

 Results of Operations

 We are principally engaged in the organic fertilizer
manufacture and distribution business in the PRC, which account for 93.2% of our total revenue for the year ended December 31, 2022.

 As a result of the COVID-19 outbreak in December
2019 and continuing in the year of 2020,2021,and 2022, the Company's businesses, results of operations, financial position and
cash flows were adversely affected in 2022. However, the COVID-19 came to an end in November, 2022 in China. And we are growing our revenue
and net income steadily currently and expect to keep growing for the coming years.

 Operating Results for the Years Ended December
31, 2022 and 2021

 Years Ended December 31,

 2022

 2021

 Fluctuation

 $

 $

 $

 %

 Revenues-fertilizer

 11,049,883

 9,730,962

 1,318,921

 13.6
 %

 Reveues-logistic

 803,369

 904,320

 (100,951
)

 -11.2
 %

 Reveues-others

 -

 (120
)

 -100.0
 %

 Subtoal of revenue

 11,853,252

 10,635,402

 1,217,850

 11.5
 %

 Cost-fertilizer

 6,358,418

 5,910,703

 447,715

 7.6
 %

 Cost- logistic

 565,299

 477,978

 87,321

 18.3
 %

 Cost- others

 -

 (90
)

 -100.0
 %

 Subtotal of cost

 6,923,717

 6,388,771

 534,946

 8.4
 %

 4,929,535

 4,246,631

 682,904

 16.1
 %

 Gross margin

 41.59
 %

 39.93
 %

 Operating expenses:

 General and administrative expenses

 897,822

 2,033,234

 (1,135,412
)

 -55.8
 %

 Selling expenses

 323,789

 467,859

 (144,070
)

 -30.8
 %

 1,221,611

 2,501,093

 (1,279,482
)

 -51.2
 %

 Income(loss) from operations

 3,707,,924

 1,745,538

 1,962,386

 112.4
 %

 Other income (expense):

 Interest expense

 (124,730
)

 (151,720
)

 26,990

 -17.8
 %

 Asset impairment loss

 (237,191
)

 -

 (237,191
)

 N/A

 Other income (expense), net

 12,418

 352,340

 (339,922
)

 -96.5
 %

 Total other income (expense)

 (349,503
)

 200,620

 (550,123
)

 -274.2
 %

 Income before income taxes

 3,358,421

 1,946,158

 1,412,263

 72.6
 %

 Income taxes

 438,885

 214,981

 223,904

 104.2
 %

 Net income (loss)

 1,188,359

 68.6
 %

 Revenue.

 Revenue for fertilizer increased from $9,730,962
for the year ended December 31, 2021 to $11,049,883 for the year ended December 31, 2022, which represented an increase of $1,318,921,
or approximately 13.6%. The increase in revenue was mainly due to the end of economic depression resulting from continuous impact of
COVID-19 in November 2022. We expect to see a trend of improving sales as the epidemic moves further into the past.

 Revenue for logistic decreased from $904,320
for the year ended December 31, 2021 to $803,369 for the year ended December 31, 2022, which represented a decrease of $100,951, or 11.2%.

 Cost of sales

 Cost of sales for fertilizer increased from $5,910,703
for the year ended December 31, 2021 to $6,358,418 for the year ended December 31, 2022, which represented an increase of approximately
$447,715, or 7.6%. The increase in cost of revenue was in line with the increase in revenue.

 Cost of sales for logistic decreased from $477,978
for the year ended December 31, 2021 to $565,299 for the year ended December 31, 2022, which represented an increase of $87,321, or 18.3%.

 The gross profit for fertilizer increased
from $3,820,259 for the year ended December 31, 2021 to gross profit of $4,691,465 for the year ended December 31, 2022. The gross margin
inreased from 39.3% for the year ended December 31, 2021 to 42.5% for the year ended December 31, 2022. The increased gross margin was
due to the decrease in material cost.

 The gross profit for logistic decreased from
$426,342 for the year ended December 31, 2021 to gross profit of $238,070 for the year ended December 31, 2022. The gross margin decreased
from 47.1% for the year ended December 31, 2021 to 29.6% for the year ended December 31, 2022.

 Expenses.

 We incurred $323,789 in selling expenses for
the year ended December 31, 2022, compared to $467,859 for the year ended December 31, 2021. We incurred $897,822 in general and administrative
expenses for the year ended December 31, 2022, compared to $2,033,234 for the year ended December 31, 2021. Total selling, general and
administrative expenses decreased by $1,279,482, or 51.2% for the year ended December 31, 2022 as compared to the same period in 2021.
Our selling expenses decreased by $144,070 and our general and administrative expenses decreased by $1,135,412. The decrease in general
and administrative expenses was due to the improved management for the year ended December 31, 2022. We expect our general and administrative
expense to increase for the next year, if we successfully complete our public offering.

 Interest expense

 We incurred $124,730 in interest expense during
the year ended December 31, 2022, compared with interest expense of $151,720 for the year ended December 31, 2021. The decreased interest
expense reflects the decreased loan balance as of December 31, 2022.

 Net Income.

 Our net income was $2,919,536 for the year ended
December 31, 2022, compared with net income of $1,731,177 for the year ended December 31, 2021, representing an increase of $1,188,359,
or 68.6%. The significant increase in net income was mainly due to the significant decrease in General and administrative expenses, the
significant increase in gross profit for the year ended December 31, 2022.

 Liquidity and Capital Resources

 Liquidity is the ability of a company to generate
funds to support its current and future operations, satisfy its obligations and otherwise operate on an ongoing basis. At December 31,
2022 and December 31, 2021 our working capital was $8,112,564 and $5,403,720, respectively. The improvement in our working capital deficit
was reflecting faster decrease in our current liability, especially the significant decrease in account payable and accrued liability
balance.

 We have financed operations over the years ended
December 31, 2022 and 2021 primarily through proceeds from stock issuance and advances from related parties, and net cash inflow from
operations.

 The components of cash flows are discussed below:

 31,

 2022

 2021

 $
 (1,302,022
)

 $
 4,930,236

 Net cash provided by (used in) investing activities

)

)

 Net cash (used in) provided by financing activities

 (4,363,568
)

 Exchange rate effect on cash

 19,070

 281,284

 Net cash inflow (outflow)

 $
 35,300

 $
 (310,821
)

 Cash provided by (used ini)Operating Activities

 Net cash used in operating activities was $1,302,022
for the year ended December 31, 2022. Cash used in operating activities for the year ended December 31, 2022 consisted primarily of an
increase of $1,488,529 in account receivable, an increase of $1,655,546 in other receivable, and a decrease of $4,332,753 in account
payable and accrued liability, which was offset by net income of $2,919,536, depreciation and amortization of $494,439, and a decrease
of $2,720,957 in prepayment, and the assets impairment loss of $237,191.

 Net cash provided by operating activities was
$4,930,236 for the year ended December 31, 2021. Cash provided by operating activities for the year ended December 31, 2021 consisted
primarily of net income of $1,731,177 which was adjusted by depreciation and amortization of $513,563. The Company had a decrease of
$1,978,747 in account receivable, a decrease of $10,758,708 in other receivable, which was offset by an increase of $6,292,144 in prepayment
and a decrease of $2,393,158 in accounts payable and accrued payables.

 Cash used in Investing Activities

 Net cash used in investing activities was $126,208
for the year ended December 31, 2022. The investment activity was payments made for intangible assets.

 Net cash used in investing activities was $1,158,773
for the year ended December 31, 2021. The investment activity was payments made for construction in progress.

 Cash provided by (used in) Financing Activities

 Net cash provided by financing activities was
$1,444,460 for the year ended December 31, 2022. During the period, cash provided by financing activities consisted of borrowing of $1,755,885
from related party, offset by short term loan repayment of $311,425.

 Net cash used in financing activities was $4,363,568
for the year ended December 31, 2021. During the year, cash provided by financing activities included repayment of short-term loans of
$4,666,185, which were partly offset by proceeds from related parties of $302,617.

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

 Contractual Commitments and Commitments for
Capital Expenditure

 Contractual Commitments

 The following table summarizes our contractual
obligations as of December 31, 2022 and the effect those obligations are expected to have on our liquidity and cash flow in future periods.

 Payments Due by Period as of December
 31, 2022

 Total

 Less than
 1 Year

 1 – 3
 Years

 3 – 5
 Years

 Over
 5 Years

 Contractual obligations

 Loans

 $

 $

 $
 -

 $
 —

 $
 —

 Others

 —

 —

 —

 —

 —

 $

 $

 $
 -

 $
 —

 $
 —

 Commitments for Capital Expenditure

 There is no commitment for capital expenditure
as of December 31, 2022.

 Off-Balance Sheet Items

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

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

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

 Item
8. Financial Statements and Supplementary Data

TO FINANCIAL STATEMENTS

 PAGE

 Report
 of Independent Registered Accounting Firm

 Balance Sheets

 Statements of Income and Comprehensive Income

 Statements of Stockholders' Equity

 Statements of Cash Flows

 Notes
 to Consolidated Financial Statements

 – F-29

 F- 1

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To:

 The
 Board of Directors and Stockholders of

 Viagoo Technology, Inc.

 Opinion
on the Financial Statements

 We
have audited the accompanying consolidated balance sheets of Muliang Viagoo Technology, Inc., its subsidiaries and its variable interest
entities (collectively the "Company") as of December 31, 2022 and 2021, and the related consolidated statements of income
and comprehensive income, stockholders' equity, and cash flows for each of the years in the two-year period ended December 31,
2022, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present
fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations
and its cash flows for each of the years in the two-year period ended December 31, 2022, in conformity with accounting principles generally
accepted in the United States of America.

 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- 2

 Critical Audit Matters

 The critical audit matters communicated below
are matters arising from the current period audit of the consolidated 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 consolidated 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 consolidated 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.

 Accounts receivable

 We assessed the carrying value of accounts receivable
as a critical audit matter. A s of December 31, 2022, the Company's accounts receivable balance
was quantitatively material to the financial statements as a whole, and the account required challenging, subjective and complex
judgment and assumptions in regards the estimation of the net carrying value.

 The Company's accounts receivable is stated
at gross receivables less an allowance for bad debt based on management assessment of collectability of those balances.

 Our principal audit procedures performed to address
the net carrying value of the accounts receivables and related bad debt expense included the following:

 Independently sending confirmation
 to the Company's customers and checking for subsequent payment from customers.

 Inquired with Company personnel
 to understand management's assessment on the credit worthiness of the Company's customers and the recoverability of the
 receivables.

 Performed quantitative
 and qualitative analysis on accounts receivable aging and past collections from customers, and researched if there are any historical,
 geographical or industry trends that would influence collectability.

 The accounts relevant to this critical audit
matter include the accounts receivable, allowance for bad det, and bad debt expense, and the related disclosure in the accompanying note
3 to the financial statements.

 /s/
 WWC, P.C.

 WWC,
P.C.

 Certified
Public Accountants

 PCAOB
ID: 1171

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

 San
Mateo, CA

 April
17, 2023

 F- 3

 CONSOLIDATED
BALANCE SHEETS

 As of

 As of

 2022

 2021

 ASSETS

 Current Assets:

 Cash and cash equivalents

 $
 73,313

 $

 Accounts receivable, net

 11,756,610

 11,433,504

 Due from related party

 -

 716,721

 Inventories

 194,226

 133,913

 Prepayment

 3,719,342

 6,805,039

 Other receivables, net

 1,591,031

 46,640

 Total Current Assets

 17,334,522

 19,173,830

 Long term investment

 29,459

 21,273

 Property, plant and equipment, net

 6,004,575

 7,194,262

 Right of use assets

 1,274,228

 1,284,319

 Operating lease right of use asset, net

 140,120

 224,463

 Intangible assets, net

 46,885

 12,831

 Goodwill

 -

 695,175

 Other assets and deposits

 19,798

 31,496

 Deferred tax asset

 241,866

 262,798

 $
 25,091,453

 $
 28,900,447

 LIABILITIES AND STOCKHOLDERS' EQUITY

 Current Liabilities:

 Current portion of long-term debt

 $

 $
 1,174,756

 Accounts payable and accrued liability

 3,430,697

 8,291,572

 Advances from customers

 282,978

 501,720

 Operating lease liabilities - current

 56,165

 67,484

 Income tax payable

 929,105

 543,477

 Accrued Interest

 1,576,932

 1,750,989

 Other payables

 861,614

 1,278,683

 Due to related party

 1,045,224

 161,429

 Total Current Liabilities

 9,221,958

 13,770,110

 Long-term loans

 -

 283,860

 Operating lease liabilities - noncurrent

 67,573

 138,620

 Deferred tax liabilities

 8,553

 -

 Total Liabilities

 9,298,084

 14,192,590

 Stockholders' Equity:

 Series A Preferred Stock $ 0.0001 par value, 50,000,000 shares authorized, 9,500,000 shares issued and outstanding as of December 31, 2022 and 2021.

 Common stock, $ 0.0001 par value, 250,000,000 shares authorized, 19,251,477 shares issued and outstanding as of December 31, 2022 and 2021.

 1,925

 1,925

 Additional paid in capital

 Accumulated deficit

 ( 3,965,137
)

 ( 6,876,227
)

 Accumulated other comprehensive loss

 ( 328,151
)

 1,500,727

 Stockholders' Equity (Deficit) - Muliang Viagoo Technology Inc. and Subsidiaries

 15,646,255

 14,564,043

 Noncontrolling interest

 147,114

 143,814

 Total Stockholders' Equity (Deficit)

 15,793,369

 14,707,857

 Total Liabilities and Stockholders' Equity

 $
 25,091,453

 $
 28,900,447

 See
accompanying notes to consolidated financial statements

 F- 4

 CONSOLIDATED
STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

 31,

 2022

 2021

 $
 11,853,252

 $
 10,635,402

 Cost of goods sold

 6,923,717

 6,388,771

 Gross profit (loss)

 4,929,535

 4,246,631

 41.59
 %

 39.93
 %

 Operating expenses:

 General and administrative expenses

 897,822

 2,033,234

 Selling expenses

 323,789

 467,859

 1,221,611

 2,501,093

 Income (Loss) from
 operations

 3,707,924

 1,745,538

 Other income (expense):

 Interest expense

 ( 124,730
)

 ( 151,720
)

 Asset impairment loss

 ( 237,191
)

 ( 352,740
)

 Other income (expense), net

 12,418

 705,080

 Total other income (expense)

 ( 349,503
)

 200,620

 Income (Loss) before
 income taxes

 3,358,421

 1,946,158

 Income taxes

 438,885

 214,981

 Net income (loss) attributable to noncontrolling
 interest

 8,445

 11,072

 Net income (loss) attributable
 to Muliang Viagoo Technology Inc. common stockholders

 2,911,091

 1,720,105

 Other comprehensive income (loss):

 Unrealized foreign currency translation adjustment

 ( 1,823,732
)

 375,277

 Total Comprehensive
 income(loss)

 1,095,804

 2,106,454

 Total comprehensive (income) loss attributable
 to noncontrolliing interests

 3,299

 13,973

 Total comprehensive (income)
 loss attributable to Muliang Viagoo Technology Inc. common stockholders

 $
 1,092,505

 $
 2,092,481

 Earnings per common share

 Basic and diluted

 0.15

 0.09

 Weighted average common shares outstanding

 Basic

 Diluted

 See
accompanying notes to consolidated financial statements

 F- 5

 CONSOLIDATED
STATEMENTS OF STOCKHOLDERS' EQUITY

 For
the years ended December 31, 2022 and 2021

 Series A
 Preferred Stock

 Common Stock

 Additional
 Paid-in

 Accumulated

 Accumulated
 Other
 Comprehensive

 Non-
 controlling

 Shares

 Shares

 Capital

 Deficit

 Income (Loss)

 Interest

 Total

 Balance, December 31, 2020

 $

 $
 1,925

 ( 8,596,332
)

 1,128,351

 129,841

 12,601,403

 1,720,105

 11,072

 Foreign currency translation adjustment

 372,376

 2,901

 375,277

 Balance, December 31, 2021

 $

 $
 1,925

 ( 6,876,227
)

 1,500,727

 143,814

 14,707,857

 2,911,091

 8,445

 Foreign currency translation adjustment

 ( 1,828,878
)

 ( 5,146
)

 ( 1,834,024
)

 Balance, December 31, 2022

 $

 $
 1,925

 ( 3,965,136
)

 ( 328,151
)

 147,113

 15,793,369

 See
accompanying notes to consolidated financial statements

 Reverse Stock Split

 On February 24, 2023, our Board of Directors
declared a two-for-one reverse stock split of our common stock and Series A Preferred Stock. There was no effect on total stockholders'
equity, and the par value per share of our both common stock and Series A Preferred Stock remains unchanged at $0.0001 per share after
the reverse stock split. All references made to share or per share amounts in the accompanying condensed consolidated financial statements
and applicable disclosures have been retroactively adjusted to reflect the effects of the reverse stock split.

 F- 6

 CONSOLIDATED
STATEMENTS OF CASH FLOWS

 31,

 2022

 2021

 CASH FLOWS FROM OPERATING ACTIVITIES

 Net income (loss)

 $

 $

 Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

 Depreciation and amortization

 494,439

 513,563

 Assets impairments loss

 237,191

 352,740

 Amortization of right of use assets

 99,766

 164,464

 Deferred income tax assets

 -

 201,245

 Changes in assets and liabilities:

 Accounts receivable

 ( 1,488,529
)

 1,978,747

 Inventories

 ( 72,908
)

 17,025

 Prepayment

 2,720,957

 ( 6,292,144
)

 Other receivables

 ( 1,655,546
)

 10,758,708

 Accounts payable and accrued payables

 ( 4,332,753
)

 ( 2,393,158
)

 Advances from customers

 ( 194,859
)

 196,950

 Lease liability

 ( 67,742
)

 ( 18,099
)

 Accrued interest

 ( 35,524
)

 ( 707.481
)

 Other payables

 ( 358,677
)

 ( 1,572,906
)

 ( 1,302,022
)

 4,930,236

 CASH FLOWS FROM INVESTING ACTIVITIES

 Purchase of Intangible assets

 ( 126,208
)

 -

 Purchase of Property, plant and equipment, net

 -

 ( 1,158,773
)

 Net cash used in investing activities

 ( 126,208
)

 ( 1,158,773
)

 CASH FLOWS FROM FINANCING ACTIVITIES

 Proceeds from (repayment to) related party

 1,755,885

 302,617

 Repayment of short-term loans

 ( 311,425
)

 ( 4,666,185
)

 ( 4,363,568
)

 EFFECT OF EXCHANGE RATE CHANGES ON CASH

 19,070

 281,284

 NET INCREASE (DECREASE) IN CASH

 35,300

 ( 310,821
)

 CASH, BEGINNING OF PERIOD

 348,834

 CASH, END OF PERIOD

 $
 73,313

 $

 SUPPLEMENTAL DISCLOSURES:

 Cash paid during the period for:

 Cash paid for interest expense, net of capitalized interest

 $
 160,254

 $
 ( 859,201
)

 Cash paid for income tax

 $
 -

 $
 -

 NON-CASH TRANSACTIONS OF INVESTING AND FINANCING ACTIVITIES

 Long term investment without paying cash

 $
 -

 $
 10,894

 Recognization of operating lease right of use asset

 $
 -

 $
 221,290

 See
accompanying notes to consolidated financial statements

 F- 7

 NOTES

 NOTE
1 – ORGANIZATION AND NATURE OF OPERATIONS

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

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

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

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

 On
June 26, 2020, Muliang Agritech, Inc. filed a Certificate of Amendment to its Articles of Incorporation with the Secretary of the State
of the State of Nevada, changing its name from "Muliang Agritech, Inc." to "Muliang Viagoo Technology, Inc.".
The Company will trade under the new name upon approval by FINRA.

 History

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

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

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

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

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

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

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

 F- 8

 NOTES

 NOTE
1 – ORGANIZATION AND NATURE OF OPERATIONS (CONTINUED)

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

 On September 3, 2015, Muliang Viagoo effected
a split of its outstanding common stock resulting in an aggregate of 75,262,500 shares outstanding of which 60,000,000 were owned by
Chenxi Shi, the founder of Muliang Viagoo and its sole officer and director. The remaining 15,262,500 were held by a total of 39 investors.

 On January 11, 2016, Muliang Viagoo issued 64,737,500
shares of its common stock to Lirong Wang for an aggregate consideration of $ 64,737.50. On the same date, Chenxi Shi, the sole officer
and director of Muliang Viagoo on that date, transferred 60,000,000 shares of common stock of the Company held by him to Lirong Wang
for $ 800 pursuant to a transfer agreement.

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

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

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

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

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

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

 On February 22, 2016 and June 8, 2017, Shanghai
Muliang established a 65 % owned subsidiary of Maguan Jiamu Agricultural Development Co., Ltd (Maguan), and a 100 % owned subsidiary of
Anhui Muliang Agricultural Biotechnology Co., Ltd (Anhui Muliang) respectively. Since its establishment, both of the Companies have no
operation.

 On June 19, 2020, the Company entered into a Share
Exchange Agreement with Viagoo Pte Ltd. and all the shareholders of Viagoo for the acquisition of 100 % equity interest of Viagoo. Pursuant
to the SEA, Muliang shall purchase from Viagoo Shareholders all of Viagoo Shareholder's right, title and interest in and to the
Viagoo's capital stock. The aggregate purchase price for the Shares was US$ 2,830,800, paid in 505,500 shares of the Company's
restricted common stock, valued at $ 5.60 per share.

 On
December 16, 2022, the Company entered into a Share Purchase Agreement with Viagoo Inc. (the "Buyer"), pursuant to which
the Buyer purchased 100 % of the issued and outstanding ordinary shares of Viagoo Pte Ltd., a Singapore private limited liability company
and a 100 % parent company of NexG Pte. Ltd., and TPS Solutions Hong Kong Limited, from the Company in exchange for a consideration of
US$ 5,254,001.20 to be paid to the Company.

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

 F- 9

 NOTES

 NOTE
1 – ORGANIZATION AND NATURE OF OPERATIONS (CONTINUED)

 On April 4, 2019, the Company's Board of
Directors and majority shareholder approved a 5 to 1 reverse stock split of all of the issued and outstanding shares of the Company's
common stock, the change of corporate name from "Mullan Agritech Inc." to "Muliang Viagoo Inc.", and the creation
of fifty million (50,000,000) shares of Blank Check Preferred Stock.

 On April 5, 2019, we filed a Certificate of Amendment
to our Articles of Incorporation with the Secretary of State of the State of Nevada to reflect the Name Change and to authorize the creation
of Blank Check Preferred Stock. As a result, the capital stock of the Company consists of 250,000,000 shares of common stock, $ 0.0001
par value, and 50,000,000 shares of blank check preferred stock, $ 0.0001 par value. To the fullest extent permitted by the laws of the
State of Nevada, as the same now exists or may hereafter be amended or supplemented, the Board of Directors may fix and determine the
designations, rights, preferences or other variations of each class or series within each class of preferred stock of the Company. The
Company may issue the shares of stock for such consideration as may be fixed by the Board of Directors.

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

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

 On
June 19, 2020, Muliang Agritech Inc. entered into a Share Exchange Agreement with Viagoo Pte Ltd. ("Viagoo") and all the
shareholders of Viagoo for the acquisition of 100 % equity interest of Viagoo.

 On
June 26, 2020, the Company filed a Certificate of Amendment to its Articles of Incorporation with the Secretary of the State of the State
of Nevada, changing its name from "Muliang Agritech, Inc." to "Muliang Viagoo Technology, Inc.".

 Viagoo
is a Singapore-based logistics sharing platform that enables shippers and carriers to share and optimize resources to lower cost and
increase efficiency. From last mile delivery to cross border transportation, the platform provides digital transaction contracts for
customers to source for service providers to deliver goods and services in a convenient manner. Viagoo partners with various Singapore
agencies to promote the platform to support urban logistics need in Singapore, such as Enterprise Singapore, a government agency to support
Singapore small and medium businesses, and Singapore Logistics Association.

 Pursuant to the SEA, Muliang shall purchase from
Viagoo Shareholders all of Viagoo Shareholder's right, title and interest in and to the Viagoo's capital stock. The aggregate
purchase price for the Shares was US$ 2,830,800, paid in 505,500 shares of the Company's restricted common stock, valued at $ 5.60
per share. The Company recognized $ 673,278 in goodwill as result of this transaction.

 On
December 16, 2022, the Company entered into a Share Purchase Agreement with Viagoo Inc. (the "Buyer"), pursuant to which
the Buyer purchased 100% of the issued and outstanding ordinary shares of Viagoo Pte Ltd., a Singapore private limited liability company
and a 100% parent company of NexG Pte. Ltd., and TPS Solutions Hong Kong Limited, from the Company in exchange for a consideration of
US$ 5,254,001.20 to be paid to the Company.

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

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

 F- 10

 NOTES

 NOTE
1 – ORGANIZATION AND NATURE OF OPERATIONS (CONTINUED)

 Liquidity

 As reflected in the accompanying consolidated financial
statements, we had net accumulated deficit of $ 3,965,137 and $ 6,876,227 as of December 31, 2022 and December 31, 2021, respectively.
Our cash balances as of December 31, 2022 and December 31, 2021 were $ 73,313 and $ 38,013, respectively. We had current liability of $ 9,221,958
at December 31, 2022 which would be due within the next 12 months. In addition, we had net working capital of $ 8,112,564 and $ 5,403,720
at December 31, 2022 and 2021, respectively.

 Because
the company is gradually recovering the accounts receivables affected by the Covid-19, and the sales are gradually returning to the normal
level, the company's current cash revenue and expenditure are normal, which did not affect the normal operation. Now, after Covid-19,
the company has no problems with business sustainability. IPO financing will be used for new investments to expand the operating scale
and does not affect the existing operating scale.

 NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 Basis
of Presentation

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

 Use
of Estimates

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

 F- 11

 NOTES

 NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 Principles
of Consolidation

 The
consolidated financial statements include the financial statements of the Company, its subsidiaries and consolidated VIE, including the
VIE' subsidiaries, for which the Muliang Viagoo is the primary beneficiary.

 All
transactions and balances among the Company, its subsidiaries, the VIE and the VIE' subsidiaries have been eliminated upon consolidation.

 As PRC laws and regulations welcome to invest
in organic fertilizer industry businesses, the Muliang Viagoo operates its fertilizer business in the PRC through Shanghai Muliang and
its subsidiaries, which are collectively referred as the "WFOEs".

 By entering into a series of agreements (the
"VIE Agreements"), the Muliang Viagoo, through WFOEs, obtained control over Shanghai Muliang and its subsidiaries (collectively
referred as "VIE"). The VIE Agreements enable the Muliang Viagoo to (1) have power to direct the activities that most
significantly affect the economic performance of the VIE, and (2) receive the economic benefits of the VIE that could be significant
to the VIE. Accordingly, the Muliang Viagoo is considered the primary beneficiary of the VIE and has consolidated the VIE' financial
results of operations, assets and liabilities in the Muliang Viagoo's consolidated financial statements. In making the conclusion
that the Muliang Viagoo is the primary beneficiary of the VIE, the Muliang Viagoo's rights under the Power of Attorney also provide
the Muliang Viagoo's abilities to direct the activities that most significantly impact the VIE' economic performance. The
Muliang Viagoo also believes that this ability to exercise control ensures that the VIE will continue to execute and renew the Master
Exclusive Service Agreement and pay service fees to Muliang Viagoo. By charging service fees to be determined and adjusted at the sole
discretion of Muliang Viagoo, and by ensuring that the Master Exclusive Service Agreement is executed and remains effective, Muliang
Viagoo has the rights to receive substantially all of the economic benefits from the VIE.

 Details
of the VIE Agreements, are set forth below:

 As of

 2022

 As of

 2021

 $
 17,244,572

 $
 18,972,383

 Non-current assets

 7,698,,043

 8,995,363

 24,942,615

 27,967,746

 7,967,596

 12,794,076

 Non-current liabilities

 67,573

 422,480

 8,035,169

 13,216,556

 $
 16,907,446

 $
 14,751,190

 For the years ended
 31,

 2022

 2021

 $

 $

 ( 1,315,795
)

 5,484,916

 Net cash provided by (used in) investment activities

 ( 126,208
)

 ( 1,158,773
)

 $

 $
 ( 4,328,560
)

 F- 12

 NOTES

 NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 VIE
Agreements that were entered to give the Muliang Viagoo effective control over the VIE include:

 Voting
Rights Proxy Agreement and Irrevocable Power of Attorney

 Under
which each shareholder of the VIE grant to any person designated by WFOEs to act as its attorney-in-fact to exercise all shareholder
rights under PRC law and the relevant articles of association, including but not limited to, appointing directors, supervisors and officers
of the VIE as well as the right to sell, transfer, pledge and dispose all or a portion of the equity interest held by such shareholders
of the VIE. The proxy and power of attorney agreements will remain effective as long as WFOEs exist. The shareholders of the VIE do not
have the right to terminate the proxy agreements or revoke the appointment of the attorney-in-fact without written consent of the WFOEs.

 Exclusive
Option Agreement

 Under
which each shareholder of the VIE granted 9F or any third party designated by 9F the exclusive and irrevocable right to purchase from
such shareholders of the VIE, to the extent permitted by PRC law and regulations, all or part of their respective equity interests in
the VIE for a purchase price equal to the registered capital. The shareholders of the VIE will then return the purchase price to 9F or
any third party designated by 9F after the option is exercised. 9F may transfer all or part of its option to a third party at its own
option. The VIE and its shareholders agree that without prior written consent of 9F, they may not transfer or otherwise dispose the equity
interests or declare any dividends. The restated option agreement will remain effective until 9F or any third party designated by 9F
acquires all equity interest of the VIE.

 Spousal
Consent

 The
spouse of each shareholder of the VIE has entered into a spousal consent letter to acknowledge that he or she consents to the disposition
of the equity interests held by his or her spouse in the VIE in accordance with the exclusive option agreement, the power of attorney
and the equity pledge agreement regarding VIE structure described above, and any other supplemental agreement(s) may be consented
by his or her spouse from time to time. Each such spouse further agrees that he or she will not take any action or raise any claim to
interfere with the arrangements contemplated under the mentioned agreements. In addition, each such spouse further acknowledges that
any right or interest in the equity interests held by his or her spouse in the VIE do not constitute property jointly owned with his
or her spouse and each such spouse unconditionally and irrevocably waives any right or interest in such equity interests.

 Loan
Agreement

to the loan agreements between WFOEs and each shareholder of the VIE, WFOEs extended loans to the shareholders of the VIE, who had contributed
the loan principal to the VIE as registered capital. The shareholders of VIE may repay the loans only by transferring their respective
equity interests in VIE to 9F Inc. or its designated person(s) pursuant to the exclusive option agreements. These loan agreements
will remain effective until the date of full performance by the parties of their respective obligations thereunder.

 VIE
Agreements that enables Muliang Viagoo to receive substantially all of the economic benefits from the VIE include:

 Equity
Interest Pledge Agreement

to equity interest pledge agreement, each shareholder of the VIE has pledged all of his or her equity interest held in the VIE to WFOEs
to secure the performance by VIE and their shareholders of their respective obligations under the contractual arrangements, including
the payments due to WFOEs for services provided. In the event that the VIE breach any obligations under these agreements, WFOEs as the
pledgees, will be entitled to request immediate disposal of the pledged equity interests and have priority to be compensated by the proceeds
from the disposal of the pledged equity interests. The shareholders of the VIE shall not transfer their equity interests or create or
permit to be created any pledges without the prior written consent of WFOEs. The equity interest pledge agreement will remain valid until
the master exclusive service agreement and the relevant exclusive option agreements and proxy and power of attorney agreements, expire
or terminate.

 F- 13

 Master Exclusive Service Agreement

 Pursuant to exclusive service agreement, WFOEs
have the exclusive right to provide the VIE with technical support, consulting services and other services. WFOEs shall exclusively own
any intellectual property arising from the performance of the agreement. During the term of this agreement, the VIE may not accept any
services covered by this agreement provided by any third party. The VIE agree to pay service fees to be determined and adjusted at the
sole discretion of the WFOEs. The agreement will remain effective unless WFOEs terminate the agreement in writing.

 Risks in relation to the VIE structure

 Muliang Viagoo believes that the contractual
arrangements with the VIE and their current shareholders are in compliance with PRC laws and regulations and are legally enforceable.
However, uncertainties in the PRC legal system could limit the Muliang Viagoo's ability to enforce the contractual arrangements.
If the legal structure and contractual arrangements were found to be in violation of PRC laws and regulations, the PRC government could:

 Revoke the business and
 operating licenses of the Muliang Viagoo's PRC subsidiaries or consolidated affiliated entities;

 Discontinue or restrict
 the operations of any related-party transactions among the Muliang Viagoo's PRC subsidiaries or consolidated affiliated entities;

 Impose fines or other requirements
 on the Muliang Viagoo's PRC subsidiaries or consolidated affiliated entities;

 Require the Muliang Viagoo's
 PRC subsidiaries or consolidated affiliated entities to revise the relevant ownership structure or restructure operations; and/or;

 Restrict or prohibit the
 Muliang Viagoo's use of the proceeds of the additional public offering to finance the Muliang Viagoo's business and operations
 in China;

 Shut down the Muliang Viagoo's
 servers or blocking the Muliang Viagoo's online platform;

 Discontinue or place restrictions
 or onerous conditions on the Muliang Viagoo's operations; and/or

 Require the Muliang Viagoo
 to undergo a costly and disruptive restructuring.

 Muliang Viagoo's ability to conduct its
business may be negatively affected if the PRC government were to carry out any of the aforementioned actions. As a result, Muliang Viagoo
may not be able to consolidate the VIE in its consolidated financial statements as it may lose the ability to exert effective control
over the VIE and its shareholders, and it may lose the ability to receive economic benefits from the VIE. Muliang Viagoo currently does
not believe that any penalties imposed or actions taken by the PRC government would result in the liquidation of the Company, WFOEs,
or the VIE.

 The following table sets forth the assets, liabilities,
results of operations and cash flows of the VIE and their subsidiaries, which are included in Muliang Viagoo's consolidated financial
statements after the elimination of intercompany balances and transactions:

 Under the VIE Arrangements, Muliang Viagoo has
the power to direct activities of the VIE and can have assets transferred out of the VIE. Therefore, Muliang Viagoo considers that there
is no asset in the VIE that can be used only to settle obligations of the VIE, except for assets that correspond to the amount of the
registered capital and PRC statutory reserves, if any. As the VIE are incorporated as limited liability companies under the Company Law
of the PRC, creditors of the VIE do not have recourse to the general credit of Muliang Viagoo for any of the liabilities of the VIE.

 F- 14

 Currently there is no contractual arrangement
which requires Muliang Viagoo to provide additional financial support to the VIE. However, as Muliang Viagoo conducts its businesses
primarily based on the licenses held by the VIE, Muliang Viagoo has provided and will continue to provide financial support to the VIE.

 Revenue-producing assets held by the VIE include
certain internet content provision ("ICP") licenses and other licenses, domain names and trademarks. The ICP licenses and
other licenses are required under relevant PRC laws, rules and regulations for the operation of internet businesses in the PRC,
and therefore are integral to Muliang Viagoo's operations. The ICP licenses require that core PRC trademark registrations and domain
names are held by the VIE that provide the relevant services.

 Muliang Viagoo consolidates the following entities,
including wholly-owned subsidiaries, Muliang HK, Shanghai Mufeng, Viagoo, and its wholly controlled variable interest entities, Shanghai
Muliang, and Zhongbao, 60% controlled Agritech Development, 99% controlled Fukang, 65% controlled Zhonglian, 80% controlled Yunnan Muliang
100% controlled Anhui Muliang, 65% controlled Maguan, and 51% controlled Heilongjiang. Accordingly, the 40% equity interest holder of
Agritech Development, 1% equity interest holders in Fukang, 35% equity interest holders in Zhonglian, 35% interest in Maguan, 20% interest
in Yunnan Muliang, and 49% equity interest in Heilongjiang are accounted as non-controlling interest in the Company's consolidated
financial statements.

 Cash and Cash Equivalents

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

 Accounts Receivable

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

 Inventories

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

 Property, Plant and Equipment

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

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

 F- 15

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

 Useful
 Life

 Building

 20 years

 Operating equipment

 5 - 10 years

 Vehicle

 3 - 5 years

 Electronic equipment

 3 - 20 years

 Office equipment

 3 - 20 years

 Apple orchard

 10 years

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

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

 Intangible Assets

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

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

 Useful
 Life

 Land use rights

 50 years

 Non-patented technology

 10 years

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

 Impairment of Long-lived Assets

 In accordance with ASC Topic 360, the Company
reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets
may not be fully recoverable, or at least annually. The Company recognizes an impairment loss when the sum of expected undiscounted future
cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset's
estimated fair value and its book value. The Company recorded no impairment charge for the years ended December 31, 2022 and 2021.

 Advances from Customers

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

 F- 16

 Non-controlling Interest

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

 Revenue Recognition

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

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

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

 Revenue for logistics-related services is derived
from Viagoo subsidiaries. Through an online service platform, the company provides the operation management service to support customers.
For VTM service, revenue is charged to carriers based on a certain percentage of the freight charges. For VES service, revenue is recognized
based on monthly subscriptions by vehicles and by users. For system integration service, revenue is recognized over time based on the
progress of the project and annual maintenance service.

 Cost of Sales

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

 Income Taxes

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

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

 Related Parties

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

 F- 17

 Accumulated Other Comprehensive Income

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

 Foreign Currency Translation

 The Company's functional currency is the
Chinese Renminbi ("RMB"); however, the accompanying consolidated financial statements have been translated and presented
in United States Dollars ("USD"). Results of operations and cash flows are translated at average exchange rates during the
period, assets and liabilities are translated at the unified exchange rate at the end of the period, and equity is translated at historical
exchange rates. As a result, amounts relating to assets and liabilities reported on the statements of cash flows may not necessarily
agree with the changes in the corresponding balances on the balance sheets. Translation adjustments resulting from the process of translating
the local currency financial statements into U.S. dollars are included in determining comprehensive income/loss. The translation adjustment
for the years ended December 31, 2022 and 2021 was loss of $ 1,823,732 and gain of $ 375,277, respectively. Transactions denominated
in foreign currencies are translated into the functional currency at the exchange rates prevailing on the transaction dates. Assets and
liabilities denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing at the balance
sheet date with any transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency
other than the functional currency are included in the results of operations as incurred.

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

 For business in China, asset and liability accounts
at December 31, 2022 and 2021 were translated at 6.9091 RMB to $1 USD and 6.3588 RMB to $1 USD, respectively, which were the exchange
rates on the balance sheet dates. The average translation rates applied to the statements of income for the years ended December 31,
2022 and 2021 were 6.7264 RMB and 6.4499 RMB to $1 USD, respectively.

 For business in Singapore, asset and liability
accounts at December 31, 2022 and 2021 was translated at 1.3446 SGD to $1 USD and 1.3493 SGD to $1 USD respectively. The average translation
rates applied to the statements of income for the years ended December 31, 2022 and 2021 was 1.3792 SGD to $1 USD and 1.3435 SGD to $1
USD respectively.

 Earnings per Share

 Basic earnings per share is computed by dividing
net income available to common stockholders by the weighted average number of common shares outstanding during the period, excluding
the effects of any potentially dilutive securities. Diluted earnings per share gives effect to all dilutive potential of shares of common
stock outstanding during the period including stock options or warrants, using the treasury stock method (by using the average stock
price for the period to determine the number of shares assumed to be purchased from the exercise of stock options or warrants), and convertible
debt or convertible preferred stock, using the if-converted method. Earnings per share excludes all potential dilutive shares of common
stock if their effect is anti-dilutive. There were no potential dilutive securities at December 31, 2022 and 2021.

 Fair Value of Financial Instruments

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

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

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

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

 F- 18

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

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

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

 2022

 2021

 Current portion of long-term loan

 $

 $
 1,174,756

 Long-term loan

 -

 283,860

 $

 $
 1,458,616

 Government Contribution Plan

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

 Statutory Reserve

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

 Recent Accounting Pronouncement

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

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

 F- 19

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

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

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

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

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

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

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

 Apply ASC 840 in the comparative
 periods.

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

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

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

 The management has reviewed the accounting pronouncements
and adopted the new standard on January 1, 2019 using the modified retrospective method of adoption.

 In December 2019, the FASB issued ASU 2019-12
- Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. This ASU provides an exception to the general methodology for
calculating income taxes in an interim period when a year-to-date loss exceeds the anticipated loss for the year. This update also (1)
requires an entity to recognize a franchise tax (or similar tax) that is partially based on income as an income-based tax and account
for any incremental amount incurred as a non-income-based tax, (2) requires an entity to evaluate when a step-up in the tax basis of
goodwill should be considered part of the business combination in which goodwill was originally recognized for accounting purposes and
when it should be considered a separate transaction, and (3) requires that an entity reflect the effect of an enacted change in tax laws
or rates in the annual effective tax rate computation in the interim period that includes the enactment date. The standard is effective
for the Company for fiscal years beginning after December 15, 2020, with early adoption permitted. The Company is currently in the process
of evaluating the impact of the adoption on its consolidated financial statements.

 In February 2020, the FASB issued ASU 2020-02,
"Financial Instruments — Credit Losses (Topic 326) and Leases (topic 842) Amendments to SEC Paragraphs Pursuant to SEC Staff
Accounting Bulletin No. 119 and Update to SEC Section on Effective Date Related to Accounting Standards Update No. 2016-02, Leases (topic
842)". This ASU provides guidance regarding methodologies, documentation, and internal controls related to expected credit losses.
This ASU is effective for interim and annual periods beginning after December 15, 2019, and early adoption is permitted. The Company
is evaluating the impact of this guidance on its consolidated financial statements.

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

 F- 20

 NOTE 3 – ACCOUNTS RECEIVABLE

 Accounts receivable consisted of the following:

 2022

 2021

 Accounts receivable

 $
 12,849,490

 $
 12,710,362

 Less: Allowance for doubtful accounts

 ( 1,092,880
)

 ( 1,276,858
)

 Total, net

 $
 11,756,610

 $
 11,433,504

 The Company reviews the accounts receivable on
a periodic basis and makes general and specific allowances when there is doubt as to the collectability of individual balances. After
evaluating the collectability of individual receivable balances, the Company recognized bad debt allowance of $ 1,092,880 and $ 1,276,858
for the years ended December 31, 2022 and 2021.

 NOTE 4 – INVENTORIES

 Inventories consisted of the following:

 2022

 2021

 Raw materials

 $
 47,326

 $
 51,292

 Finished goods

 146,900

 82,621

 Impairment

 -

 -

 Total, net

 $
 194,226

 $
 133,913

 NOTE 5 – PREPAYMENT

 The prepayment balance of $ 3,719,342 as of December
31, 2022 represents the advances paid to suppliers for the purchase of raw materials to be delivered in the next operating period.

 F- 21

 NOTE 6 – PROPERTY, PLANT AND EQUIPMENT

 Property, plant and equipment at December 31,
2022 and 2021 consisted of:

 2022

 2021

 Building

 $
 2,795,874

 $
 3,037,848

 Operating equipment

 2,740,527

 2,981,424

 Vehicle

 82,034

 89,134

 Office equipment

 78,714

 100,851

 Apple Orchard

 924,972

 1,110,067

 Construction in progress

 2,876,250

 3,125,180

 9,498,371

 10,444,504

 Less: Accumulated depreciation

 ( 3,493,796
)

 ( 3,250,242
)

 $
 6,004,575

 $
 7,194,262

 For the years ended December 31, 2022 and 2021,
depreciation expense amounted to $ 494,439 and $ 513,563, respectively. Depreciation is not taken during the period of construction or
equipment installation. Upon completion of the installation of manufacturing equipment or any construction in progress, construction
in progress balances will be classified to their respective property and equipment category.

 The construction in progress of $ 2,876,250 represents
the investment of a black goat processing plant located in Shuangbai County, Chuxiong City, Yunnan Province, PRC.

 NOTE 7 – RIGHT OF USE ASSETS

 The total balance of $ 1,274,228 as of December
31, 2022 represents the net value of two industrial land use rights located in Weihai City, Shandong Province, and Chuxiong City, Yunnan
Province. The total cost of land use rights is $ 1,448,783 and the accumulated amortization is $ 174,555.

 NOTE 8 – DEFERRED TAX ASSETS, NET

 The components of the deferred tax assets are
as follows:

 2022

 2021

 Deferred tax assets, non-current

 Deficit carried-forward

 $
 80,474

 $
 87,438

 Allowance

 161,392

 175,360

 Deferred tax assets

 241,866

 262,798

 Less: valuation allowance

 -

 -

 Deferred tax assets, non-current

 $
 241,866

 $
 262,798

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

 F- 22

 NOTE 9 – LOANS

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

 2022

 2021

 Loan payable to Rushan City Rural Credit Union, annual interest 8.7875 %, due by September 18 2023.

 $

 $
 1,174,756

 Long-term loans due to individuals
 and entities without interest

 -

 283,860

 1,458,616

 Current portion of long-term loans
 payable

 1,174,756

 Total, net

 $
 -

 $
 283,860

 As of December 31, 2022, the Company's
future loan obligations according to the terms of the loan agreement are as follows:

 Year 1

 $

 Year 2

 -

 Total

 $

 The Company recognized interest expenses of $ 124,730
and $ 151,720 for the years ended December 31, 2022 and 2021, respectively.

 F- 23

 NOTE 10 – STOCKHOLDERS EQUITY

 Authorized Stock

 The Company has authorized 250,000,000 common
shares with a par value of $ 0.0001 per share. Each common share entitles the holder to one vote, in person or proxy, on any matter on
which action of the stockholders of the corporation is sought.

 On April 5, 2019, the Company filed a Certificate
of Amendment to our Articles of Incorporation with the Secretary of State of the State of Nevada to reflect the creation of Blank Check
Preferred Stock. As a result, the capital stock of the Company consisted of 250,000,000 shares of common stock, $ 0.0001 par value, and
 50,000,000 shares of blank check preferred stock after the filling.

 On October 30, 2019, 15,000,000 shares were designated
to be Series A Preferred Stock out of the 50,000,000 shares of blank check preferred stock.

 On February 24, 2023,our Board of Directors declared
a two-for-one reverse stock split of our authorized common stock and Series A Preferred Stock. There was no effect on total stockholders'
equity, and the par value per share of our both common stock and Series A Preferred Stock remains unchanged at $ 0.0001 per share after
the reverse stock split. All references made to share or per share amounts in the accompanying condensed consolidated financial statements
and applicable disclosures have been retroactively adjusted to reflect the effects of the reverse stock split.

 As of December 31, 2022, there were 250,000,000 common shares
of the Company authorized, and 50,000,000 preferred shares authorized.

 Common Share Issuances

 On June 29, 2018, the outstanding amount $ 326,348
due to Mr. Wang, CEO and Chairman of the Company, were converted into 21,600 shares of Common Shares at $ 15.10 per share.

 On June 29, 2018 the Company issued 149,259 common
shares of the Company at $ 15.10 for proceeds of $ 2,255,111 to Mr. Wang, CEO and Chairman of the Company.

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

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

 F- 24

 NOTE 10 – STOCKHOLDERS EQUITY (CONTINUED)

 On October 10, 2019 and November 1, 2019, the Company issued a total of 9,500,000 shares of Series A Preferred Stock to Mr. Wang, the CEO and Chairman of the Company, in exchange for 9,500,000 shares of common stock beneficially owned by him. Following the transaction, 9,500,000 shares of common stock were cancelled and returned to treasury.

 On June 19, 2020, Muliang Viagoo Technology Inc.
entered into a Share Exchange Agreement with Viagoo Pte Ltd. ("Viagoo") and all the shareholders of Viagoo for the acquisition
of 100 % equity interest of Viagoo.

 Pursuant to the Share Exchange Agreement, Muliang
shall purchase from Viagoo Shareholders all of Viagoo Shareholder's right, title and interest in and to the Viagoo's capital
stock. The aggregate purchase price for the Shares was US$ 2,830,800, paid in 505,500 shares of the Company's restricted common
stock, valued at $ 5.60 per share.

 On June 28, 2020, the Company issued 25,000 of
restricted common stock as the compensation for Shaw Cheng "David" Chong, the new Chief Financial Officer of the Company.

 On December 29, 2020, the Company issued 50,000
of restricted common stock to two investors for US$ 280,000 valued at $ 5.60 per share.

 On February 24, 2023, the Company's Board
of Directors and majority shareholder approved a 2 to 1 reverse stock split of all of the issued and outstanding shares of the Company's
common stock and preferred stock. There was no effect on total stockholders' equity, and the par value per share of our both common
stock and Series A Preferred Stock remains unchanged at $ 0.0001 per share after the reverse stock split. All references made to share
or per share amounts in the accompanying condensed consolidated financial statements and applicable disclosures have been retroactively
adjusted to reflect the effects of the reverse stock split.

 As of the date of this report, there were 19,251,477
shares of common stock outstanding.

 Blank Check Preferred Stock

 On April 4, 2019, the Company's Board of Directors and majority shareholder approved creation of fifty million ( 50,000,000) shares of Blank Check Preferred Stock, $ 0.0001 par value. To the fullest extent permitted by the laws of the State of Nevada, as the same now exists or may hereafter be amended or supplemented, the Board of Directors may fix and determine the designations, rights, preferences or other variations of each class or series within each class of preferred stock of the Company. The Company may issue the shares of stock for such consideration as may be fixed by the Board of Directors.

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

 On October 30, 2019, 15,000,000 shares were designated to be Series A Preferred Stock out of the 50,000,000 shares of blank check preferred stock.

 Series A Preferred Stock

 On October 30, 2019, the Company's Board of Directors and majority shareholder approved to designate 15,000,000 shares as Series A Preferred Stock out of the 50,000,000 shares of blank check preferred stock, which the preferences and relative and other rights, and the qualifications, limitations or restrictions thereof, shall be set forth in the discussion below under the "Series A Preferred Stock". A certificate of designation for the Series A Preferred Stock was filed with the Secretary of the State of the State of Nevada on October 30, 2019.

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

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

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

 On November 1, 2019, the Company issued a total
of 9,500,000 shares of Series A Preferred Stock to Mr. Wang, the CEO and Chairman of the Company, in exchange for 9,500,000 shares of
common stock beneficially owned by him. Following the transaction, 9,500,000 shares of common stock were cancelled and returned to treasury.

 On February 24, 2023, the Company's Board
of Directors and majority shareholder approved a 2 to 1 reverse stock split of all of the issued and outstanding shares of the Company's
common stock and preferred stock. There was no effect on total stockholders' equity, and the par value per share of our both common
stock and Series A Preferred Stock remains unchanged at $ 0.0001 per share after the reverse stock split. All references made to share
or per share amounts in the accompanying condensed consolidated financial statements and applicable disclosures have been retroactively
adjusted to reflect the effects of the reverse stock split.

 As of the filling date, there were 9,500,000
shares of Series A Preferred Stock issued outstanding.

 F- 25

 NOTE 11 – RELATED PARTY TRANSACTIONS

 *Due from related parties

 The due from related parties balance as of December
31, 2022 and 2021 were $ 0 and $ 716,721 respectively.

 For the year ended December 31, 2021, the Company
borrowed $ 4,909,854 from Mr. Lirong Wang, and repaid $ 3,037,704.

 These advances are due on demand, non-interest
bearing, and unsecured unless further disclosed.

 *Due to related parties

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

 2022

 2021

 Relationship

 Mr. Lirong Wang

 897,821

 -

 The CEO and Chairman / Actual controlling person

 Ms. Xueying Sheng

 102,007

 103,390

 Controller/Accounting Manager of the Company

 Mr. Guohua Lin

 45,080

 58,039

 Senior management / One of the Company's shareholders

 Mr. Zhongfang Wang

 -

 Father of Lirong Wang

 Total

 1,045,224

 161,429

 For the year ended December 31, 2022, the Company
borrowed $ 60,166 from Mr. Guohua Lin, and repaid $ 73,125. For the year ended December 31, 2021, the Company borrowed $ 11,663 from Mr.
Guohua Lin, and repaid $ 9,406.

 For the year ended December 31, 2022, the Company
borrowed $ 16,530 from Ms. Xueying Sheng and repaid $ 17,913. For the year ended December 31, 2021, the Company borrowed $ 18,605 from Ms.
Xueying Sheng and repaid $ 12,803.

 F- 26

 NOTE 12 – CONCENTRATIONS

 Customers Concentrations

 The following table sets forth information as
to each customer that accounted for 10 % or more of the Company's revenues for the years ended December 31, 2022 and 2021.

 For the years ended December 31,

 2022

 2021

 Customer

 %

 %

 Guangzhou Lvxing Organic Agricultural Products Co., Ltd

 4,774,456

 %

 3,521,542

 %

 Guangzhou Xianshangge Trading Co., Ltd

 4,503,761

 %

 3,414,994

 %

 Suppliers Concentrations

 The following table sets forth information as
to each supplier that accounted for 10 % or more of the Company's purchase for the years ended December 31, 2022 and 2021.

 For the years ended December 31,

 2022

 2021

 Suppliers

 %

 %

 A

 678,040

 %

 977,168

 %

 B

 3,735,133

 %

 913,496

 %

 C

 N/A

 N/A

 837,216

 %

 D

 N/A

 N/A

 623,261

 %

 E

 N/A

 N/A

 621,401

 %

 Credit Risks

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

 Financial instruments which potentially subject
the Company to concentrations of credit risk consist principally of cash and trade accounts receivable. Substantially all of the Company's
cash is maintained with state-owned banks within the PRC, and none of these deposits are covered by insurance. The Company has not experienced
any losses in such accounts and believes it is not exposed to any risks on its cash in bank accounts. A significant portion of the Company's
sales are credit sales which are primarily to customers whose ability to pay is dependent upon the industry economics prevailing in these
areas; however, concentrations of credit risk with respect to trade accounts receivables is limited due to generally short payment terms.
The Company also performs ongoing credit evaluations of its customers to help further reduce credit risk. At December 31, 2022 and 2021,
the Company's cash balances by geographic area were as follows:

 2022

 2021

 United States

 $
 -

 -

 %

 $
 -

 -

 %

 China

 8,122

 %

 31,787

 %

 Singapore

 65,191

 %

 6,226

 %

 Total cash and cash equivalents

 $
 73,313

 %

 $

 %

 F- 27

 MULIANG VIAGOO TECHNOLOGY
INC., SUBSIDIARIES, AND VARIABLE INTEREST ENTITIES

 NOTES OF CONSOLIDATED
FINANCIAL STATEMENTS

 NOTE 13 – INCOME TAXES

 United States

 Muliang Viagoo is established in the State of
Nevada in the United States and is subject to Nevada State and US Federal tax laws. Muliang Viagoo has approximately $ 948,348 of unused
net operating losses ("NOLs") available for carrying forward to future years for U.S. federal income tax reporting purposes.
The benefit from the carry forward of such NOLs will begin expiring during the year ended December 31, 2034. Because United States tax
laws limit the time during which NOL carry forwards may be applied against future taxable income, the Company may be unable to take full
advantage of its NOLs for federal income tax purposes should the Company generate taxable income. Further, the benefit from utilization
of NOL carry forwards could be subject to limitations due to material ownership changes that could occur in the Company as it continues
to raise additional capital. Based on such limitations, the Company has significant NOLs for which realization of tax benefits is uncertain.

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

 Hong Kong

 Muliang HK is established in Hong Kong and its
income is subject to a 16.5 % profit tax rate for income sourced within the Special Administrative Region. For the years ended December
31, 2022 and 2021, Muliang HK did not earn any income derived in Hong Kong, and therefore was not subject to Hong Kong Profits Tax.

 Singapore

 Viagoo is incorporated in Singapore where tax
is levied on profits at rate of 17.0 %. Singapore uses a territorial tax system. Post-tax profit distributions (i.e. dividends) to shareholders
are tax-free. Singapore does not tax on capital gains.

 China, PRC

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

 The reconciliation of effective income tax rate
as follows:

 2022

 2021

 US Statutory income tax rate

 21.00
 %

 21.00
 %

 PRC income tax adjustment

 4.00
 %

 4.00
 %

 Valuation allowance

 ( 13.00
)%

 ( 28.03
)%

 Effect of expenses not deductible for tax purpose

 0.00
 %

 0.00
 %

 Effect of income tax exemptions and reliefs

 0.00
 %

 0.00
 %

 Others

 ( 0.00
)%

 ( 5.40
)%

 Total

 12.00
 %

 ( 8.43
)%

 F- 28

 NOTE 13 – INCOME TAXES (CONTINUED)

 The provision for income taxes consists of the
following:

 31,

 2022

 2021

 Current

 $
 438,885

 $
 22,931

 Deferred

 -

 192,050

 Total

 $
 438,885

 $
 214,981

 Accounting for Uncertainty in Income Taxes

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

 ASC 740 requires recognition and measurement
of uncertain income tax positions using a "more-likely-than-not" approach. The management evaluated the Company's tax
positions and concluded that no provision for uncertainty in income taxes was necessary as of December 31, 2022 and 2021.

 NOTE 14 – SUBSEQUENT EVENTS

 On February 24, 2023, our Board of Directors
declared a two-for-one reverse stock split of our common stock and Series A Preferred Stock. There was no effect on total stockholders'
equity, and the par value per share of our both common stock and Series A Preferred Stock remains unchanged at $ 0.0001 per share after
the reverse stock split. All references made to share or per share amounts in the accompanying condensed consolidated financial statements
and applicable disclosures have been retroactively adjusted to reflect the effects of the reverse stock split.

 The Company has evaluated subsequent events that
have occurred after the balance sheet date but before the financial statements are issued. Based on this evaluation, the Company concluded
that subsequent to December 31, 2022 but prior to April 17, 2023, the date the financial statements were available to be issued, there
was no subsequent event that would require disclosure to or adjustment to the financial statements other than the ones disclosed above.

 F- 29

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

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

 Item
9A. Controls and Procedures.

 Evaluation
of Disclosure Controls and Procedures

 Pursuant to Rule 13a-15(b) under the Securities
Exchange Act of 1934 ("Exchange Act"), the Company carried out an evaluation, with the participation of the Company's
management, including the Company's Chief Executive Officer (the Company's principal executive officer and interim principal
accounting officer), of the effectiveness of the Company's disclosure controls and procedures (as defined under Rule 13a-15(e)
under the Exchange Act) as of the end of the period covered by this report. Based on this evaluation, and because of the material weaknesses
described below, our CEO and CFO have concluded that our disclosure controls and procedures were not effective at the reasonable assurance
level as of December 31, 2022.

 Management's
Report on Internal Control over Financial Reporting

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

 Our
management assessed the effectiveness of the Company's internal control over financial reporting as of December 31, 2022. The framework
used by management in making that assessment was the criteria set forth in the document entitled "Internal Control - Integrated
Framework" issued by the Committee of Sponsoring Organizations of the Treadway Commission ( COSO - 2013 Framework). Based
on that assessment, based on that evaluation, our management concluded that our internal control over financial reporting was not effective,
as of December 31, 2022. This was due to deficiencies that existed in the design or operation of our internal control over financial
reporting that adversely affected our internal controls and that amounted to material weaknesses.

 The
matters involving internal control over financial reporting that our management considered to be material weaknesses under the standards
of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee due to a lack of a majority of independent
members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment
and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives
of having segregation of the initiation of transactions, the recording of transactions and the custody of assets; and (3) ineffective
controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by our
Chief Executive Officer and Chief Financial Officer in connection with the review of our financial statements as of December 31, 2022.

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

 Management's
Remediation Initiatives

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

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

 Management
believes that the appointment of one or more outside directors, who shall be appointed to a fully functioning audit committee, will remedy
the lack of a functioning audit committee and a lack of a majority of outside directors on our Board. We did not implement the said remedial
measures during the period ended December 31, 2022.

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

 Changes
in Internal Controls over financial reporting

 No
change in our internal control over financial reporting occurred during the fiscal year ended December 31, 2022 that has materially affected,
or is reasonably likely to materially affect, our internal control over financial reporting.

 Item
9B. Other Information.

 None.

 Item
9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 None.

 PART
III

 Item
10. Directors, Executive Officers and Corporate Governance.

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

 Name

 Age

 Position

 Lirong
 Wang

 Chief
 Executive Officer and Chairman of the Board

 Shaw
 Cheng "David" Chong

 Chief
 Financial Officer

 Nunissait
 Tjandra

 Scott
 Silverman* (1)(2)(3)

 Independent
 Director Nominee; Chair of Audit Committee

 Vick
 Bathija* (1)(2)(3)

 Independent
 Director Nominee; Chair of Compensation Committee

 Guofu
 Zhang* (1)(2)(3)

 Independent
 Director Nominee; Chair of Nomination Committee

 *

 The individual consents
 to be in such position upon Company's listing on the Nasdaq Stock Market.

 (1)

 Member nominees of the
 Audit Committee

 (2)

 Member nominees of the
 Compensation Committee

 (3)

 Member nominees of the
 Nominating Committee

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

 Shaw
Cheng "David" Chong has over 30 years working experience in medium and large private and publicly listed manufacturing
companies. Familiar with navigating China, US, Europe, Singapore and other capital markets, his expertise includes international financial
management, operations, auditing, funding, business development, internal control maintenance, corporate governance and investor relations.
He has qualifications in professional accountancy studies from ACCA (the Association of Chartered Certified Accountants). Mr. Chong was
China Financial Controller for Amtek Engineering Ltd (SGX: Amtek Engineering) from 1991 to 2006. From 2007 to 2010 he was Strategic Advisor
to both Yan Zhi Hong Shoe Manufacturer Ltd as well as China Recycling Energy Corporation (Nasdaq: CREG), and later in 2010 he became
CREG's Investor Relationship Director prior to assuming the role of Chief Financial Officer from 2011 to 2015, and reverting to
Strategic Advisor until May 2016. From May 2015 to March 2019, Mr. Chong served as the Managing Director (Asia) of Hover Energy LLC,
and concurrently from March 2016 to December 2016, he acted as Treasurer and Interim President of Nutrastar International. Mr. Chong
became board advisor to NexG Pte Ltd. in November 2016 and was subsequently appointed as Chief Financial Officer of NexG in January 2017
until April 2018, and Chief Financial Officer of Qourier from April 2018 to December 2019.

 Nunissait
Tjandra has over 30 years of working experience as a manager in various technology companies. Mr. Tjandra was a System Manager of
Microcraft Computer and Engineering Pte Ltd. from 1989 to 1992. From 1993 to 1997, he served as the Technical Marketing Manager of Canon
Singapore Pte Ltd., where he led a team of support and marketing staffs to plan, manage and execute the digital line of products under
the company. He also served as a Director of ECPOD Pte Ltd from 1997 to 2003. Mr. Tjandra has been a Director and Co-Founder of TPS Asia
Pacific Pte Ltd (renamed as nexG Pte Ltd), a Director and Co-founder of TPS Solutions Hong Kong Limited, and the CEO and Co-founder of
Viagoo Pte Ltd., where he manages and executes the company business and operation strategies of the company. Mr. Tjandra obtained his
Bachelor degree in Science from National University of Singapore.

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

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

 Guofu
Zhang has served as Chief Financial Officer of AGM Group Holdings Inc. (Nasdaq: AGMH) since the inception of the company. He was
a senior accounting consultant at China Customer Relations Centers, Inc. (Nasdaq: CCRC) from 2013 to 2015. Mr. Zhang earned his bachelor
degree in accounting from Renmin University of China. He is experienced in financial analysis, auditing, and accounting internal control.
He also has experience with IPOs when he helped both AGMH and CCRC list on NASDAQ in April 2018 and December 2015, respectively. We believe
Mr. Zhang would be a qualified independent director due to his public company accounting experience.

 Term
of Office

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

 Board
Committees

 We
plan to establish three committees under the board of directors: an audit committee, a compensation committee and a nominating committee.
We have adopted a charter for each of the three committees. Copy of our committee charters are to be posted on our corporate investor
relations website prior to our listing on the Nasdaq Capital Market.

 Each
committee's members and functions are described below.

 Audit
Committee. Our Audit Committee will consist of Vick Bathija, Scott Silverman and Guofu Zhang. Mr. Bathija will be the chairman of
our audit committee. We have determined that these directors satisfy the "independence" requirements of NASDAQ Rule 5605
and Rule 10A-3 under the Securities Exchange Act of 1934. Our board of directors has determined that Mr. Bathija qualifies as an audit
committee financial expert and has the accounting or financial management expertise as required under Item 407(d)(5)(ii) and (iii) of
Regulation S-K. The audit committee will oversee our accounting and financial reporting processes and the audits of the financial statements
of our company. The audit committee will be responsible for, among other things:

 appointing
 the independent auditors and pre-approving all auditing and non-auditing services permitted
 to be performed by the independent auditors;

 with the independent auditors any audit problems or difficulties and management's response;

 discussing
 the annual audited financial statements with management and the independent auditors;

 the adequacy and effectiveness of our accounting and internal control policies and procedures
 and any steps taken to monitor and control major financial risk exposures;

 and approving all proposed related party transactions;

 meeting
 separately and periodically with management and the independent auditors; and

 monitoring
 compliance with our code of business conduct and ethics, including reviewing the adequacy
 and effectiveness of our procedures to ensure proper compliance.

Committee. Our Compensation Committee will consist of Vick Bathija, Scott Silverman and Guofu Zhang. Mr. Zhang will be the chairman
of our compensation committee. The compensation committee will assist the board in reviewing and approving the compensation structure,
including all forms of compensation, relating to our directors and executive officers. Our chief executive officer may not be present
at any committee meeting during which his compensation is deliberated. The compensation committee will be responsible for, among other
things:

 and approving, or recommending to the board for its approval, the compensation for our chief
 executive officer and other executive officers;

 and recommending to the shareholders for determination with respect to the compensation of
 our directors;

 periodically and approving any incentive compensation or equity plans, programs or similar
 arrangements; and

 selecting
 compensation consultant, legal counsel or other adviser only after taking into consideration
 all factors relevant to that person's independence from management.

 Nomination
Committee. Our Nomination Committee will consist of Vick Bathija, Scott Silverman and Guofu Zhang. Mr. Silverman will be the chairman
of our nomination committee. The nomination committee will assist the board of directors in selecting individuals qualified to become
our directors and in determining the composition of the board and its committees. The nomination committee will be responsible for, among
other things:

 selecting
 and recommending to the board nominees for election by the shareholders or appointment by
 the board;

 annually with the board the current composition of the board with regards to characteristics
 such as independence, knowledge, skills, experience and diversity;

 making
 recommendations on the frequency and structure of board meetings and monitoring the functioning
 of the committees of the board; and

 advising
 the board periodically with regards to significant developments in the law and practice of
 corporate governance as well as our compliance with applicable laws and regulations, and
 making recommendations to the board on all matters of corporate governance and on any remedial
 action to be taken.

 Family
Relationships

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

Legal Proceedings

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

 Code
of Ethics

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

 Item
11. Executive Compensation.

 The
following summary compensation table sets forth the compensation earned by our named executive officers for the years ended December
31, 2022 and 2021.

 Summary
Compensation Table

 Fiscal

 Salary

 Bonus

 Stock
 Awards

 All Other

 Total

 Name and Principal Position

 Year

 ($)

 ($)

 ($)

 ($)

 ($)

 Lirong Wang

 2022

 17,840

 17,840

 Chief Executive Officer and Chairman of
 the Board

 2021

 18,605

 18,605

 Shaw Cheng "David" Chong*

 2022

 -

 Chief Financial Officer

 2021

 Nunissait Tjandra*

 2022

 48,547

 48,547

 2021

 48,547

 48,547

 Vick Bathija*

 2022

 Independent Director Nominee

 2021

 Scott Silverman*

 2022

 Independent Director Nominee

 2021

 Guofu Zhang*

 2022

 Independent Director Nominee

 2021

 *
 Appointed
 during fiscal year 2020.

of Directors

 We have entered into director offer letters with
each of our independent director nominees. Upon Company's listing on the Nasdaq Stock Market, we plan to pay our independent director
nominee Vick Bathija with an annual cash compensation of $40,000, our independent director nominee Scott Silverman with an annual cash
compensation of $30,000 and our independent director nominee Guofu Zhang with an annual cash compensation of $20,000. In addition, for
each year of service upon our listing on Nasdaq Capital Market, we will issue to Mr. Bathija, Mr. Silverman and Mr. Zhang stock option
for up to 20,000, 15,000 and 10,000 shares, respectively, exercisable at an exercise price of $4.00 for three years from the date of
issuance. We will also reimburse all directors for any out-of-pocket expenses incurred by them in connection with their services provided
in such capacity. For the years ended December 31, 2022 and 2021, we did not have any non-employee directors.

 Employment
Agreements

 As Company's Chief Financial Officer, pursuant
to an employment agreement dated June 19, 2020, Mr. Chong will be provided with the following compensation: (a) Company shall issue 25,000
of restricted common stock upon the commencement of his employment, with an annual compensation in cash of $100,000, payable monthly
upon Company's listing on a national exchange; (b) additional 25,000 common stock upon Company's successful listing on a
national exchange; and (c) during the executive's term, the Company will reimburse for all reasonable out-of-pocket travel expenses
incurred by the executive in attending any in-person meetings, provided that the executive complies with the generally applicable policies,
practices and procedures of the Company for submission of expense reports, receipts or similar documentation of such expenses.

 Option
Grants

 We
had no outstanding equity awards as of the end of fiscal years ended December 31, 2022 and 2021.

 Option
Exercises and Fiscal Year-End Option Value Table

 There
were no stock options exercised during fiscal years ended December 31, 2022 and 2021 by the executive officers.

 Outstanding
Equity Awards at Fiscal Year-End Table

 We
had no outstanding equity awards as of the end of fiscal years ended December 31, 2022 and 2021.

 Long-Term
Incentive Plans and Awards

 There
were no awards made to a named executive officer in fiscal 2022 and 2021 under any long-term incentive plan.

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

 The
following table provides information as to shares of common stock beneficially owned as of the date of this report, by:

 each director;

 each named executive officer;

 each person known by us
 to beneficially own at least 5% of our common stock; and

 all directors and executive
 officers as a group.

 Beneficial
ownership is determined in accordance with the rules of the SEC. Unless otherwise indicated below, to our knowledge, the persons and
entities named in the table have sole voting and sole investment power with respect to all shares beneficially owned (subject to community
property laws where applicable). Unless otherwise indicated, the address of each beneficial owner listed below is 2498 Wanfeng Highway,
Lane 181, Fengjing Town, Jinshan District, Shanghai, China.

 Name
 of Beneficial Owners

 #
 of

 Common

 Stock

 %(1)

 #
 of

 Preferred

 Stock (2)

 %

 %
 of

 Total

 Voting

 Power

 Lirong
 Wang

 5,806,456

 30.16

 %

 %

 88.23

 %

 Shaw
 Cheng "David" Chong

 86,849

 *

 *

 Nunissait
 Tjandra

 155,416

 *

 *

 All
 officers and directors as a group (1 person)

 6,048,721

 31.42

 %

 %

 88.44

 %

 Other
 5% shareholders:

 Huinuo
 Wang

 1,000,000

 5.19

 %

 *

 Yuqing
 Qian

 1,000,000

 5.19

 %

 *

 *

 less than 1%.

 (1)

 Applicable percentages
 are based on 19,251,477, shares outstanding.

 (2)

 Excluding the 9,500,000
 shares of common stock, beneficially owned by Lirong Wang, being exchanging into 9,500,000 shares of Series A Preferred Stock.

 (3)

 Each share of Series A
 Preferred Stock is entitled to voting power equal to ten shares of common stock.

 (4)

 The individual is an independent
 director nominee and consents to be an independent director upon the Company's listing on the Nasdaq Capital Market.

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

 Independence
of the Board of Directors

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

 Item
14. Principal Accounting Fees and Services.

 Audit
Fees

 The
aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit
of the Company's annual financial statements and review of financial statements included in the Company's Form 10-K or 10-Q
or services that are normally provided by the accountant in connection with statutory and regulatory filings was $121,000 and $121,000
for the fiscal year ended December 31, 2022 and 2021, respectively.

 Audit
Related Fees

 There
were no fees for audit related services for the years ended December 31, 2022 and 2021.

 Tax
Fees

 For
the Company's fiscal years ended December 31, 2022 and 2021, we were not billed for professional services rendered for tax compliance,
tax advice, and tax planning.

 All
Other Fees

 The
Company understood fees related to services rendered by our financial consultant for the fiscal years ended December 31, 2022 and 2021.

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

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

 approved by our audit committee;
 or

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

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

 PART
IV

 Item
15. Exhibits and Financial Statement Schedules.

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

 (1)
Financial Statements:

 The
audited balance sheets of the Company as of December 31, 2022, the related statements of operations and comprehensive income, changes
in stockholders' equity and cash flows for the year then ended, the footnotes thereto, and the report of WWC, P.C., independent
auditors, are filed herewith.

 (2)
Financial Schedules:

 None

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

 (3)
Exhibits:

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

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

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

 may have been qualified
 by disclosures that were made to the other parties in connection with the negotiation of the agreements, which disclosures are not
 necessarily reflected in the agreements;

 may apply standards of
 materiality that differ from those of a reasonable investor; and

 were made only as of specified
 dates contained in the agreements and are subject to subsequent developments and changed circumstances.

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

 Exhibit Number

 Description

 3.1 (1)

 of Incorporation

 3.2 (3)

 of Amendment filed with the Secretary of the State of Nevada on April 5, 2019

 3.3 (3)

 of Change filed with the Secretary of the State of Nevada on April 16, 2019

 3.3 (4)

 of Designation filed with the Secretary of the State of Nevada on October 30, 2019

 3.4 (2)

 Bylaws

 3.5 (7)

 of Amendment filed with the Secretary of the State of Nevada on June 26, 2020

 10.1 (4)

 Preferred
 Stock Exchange Agreement between Mr. Lirong Wang and the Company dated on October 10, 2019.

 10.2 (4)

 Amended
 and Restated Preferred Stock Exchange Agreement between Mr. Lirong Wang and the Company dated November 11, 2019

 10.3 (5)

 Offer Letter between the Company and Vick Bathija dated March 19, 2020

 10.4 (5)

 Offer Letter between the Company and Scott Silverman dated March 19, 2020

 10.5 (5)

 Offer Letter between the Company and Guofu Zhang dated March 19, 2020

 10.6 (6)

 Share
 Exchange Agreement between the Company and Viagoo Pte Ltd. dated June 19, 2020

 10.7 (6)

 Earnout
 Agreement among the Company, Viagoo Pte Ltd. and Shareholders of Viagoo Pte Ltd. dated June 19, 2020

 10.8 (6)

 Employment
 Agreement between the Company and David Chong Shaw Cheng dated June 19, 2020

 10.9 (8)

 Share
 Purchase Agreement dated December 16, 2022 by and between Muliang Viagoo Technology Inc. and Viagoo Inc.

 10.10 (8)

 Promissory
 Note by and between Muliang Viagoo Technology Inc. and Viagoo Inc. Ltd.

 14.1 (5)

 Code
 of Conduct and Ethics

 31.1*

 Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 31.2*

 Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 32.1+

 Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 32.2+

 Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 99.1 (5)

 Audit
 Committee Charter

 99.2 (5)

 Committee Charter

 99.3 (5)

 Nomination
 Committee Charter

 101. INS

 101. SCH

 101. CAL

 101. DEF

 101. LAB

 101. PRE

 in Exhibit 101).

 (1)

 to the Registration Statement on Form S-1 filed with the SEC on January 5, 2015.

 (2)

 to the Amendment No.1 to the Registration Statement on Form S-1 filed with the SEC on March 19, 2015.

 (3)

 to the Current Report on Form 8-K filed with the SEC on May 10, 2019.

 (4)

 to the Quarterly Report on Form 10-Q filed with the SEC on November 14, 2019.

 (5)

 to the Current Report on Form 8-K filed with the SEC on March 27, 2020.

 (6)

 to the Current Report on Form 8-K filed with the SEC on June 25, 2020.

 (7)

 to the Current Report on Form 8-K filed with the SEC on July 6, 2020.

 (8)

 to the Current Report on Form 8-K filed with the SEC on December 22, 2022.

 *

 Filed herewith.

 +

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

 SIGNATURES

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.

 Dated: February 7, 2024

 Muliang Viagoo Technology, Inc.

 By:

 /s/ Lirong
 Wang

 Lirong Wang

 Chief Executive Officer

 (Principal Executive Officer)

 By:

 /s/ Shaw
 Cheng "David" Chong

 Shaw Cheng "David" Chong

 Chief Financial Officer

 (Principal Accounting Officer)

to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities
and on the dates indicated.

 Title

 Date

 /s/
 Lirong Wang

 Chairman of the Board
 & Chief Executive Officer

 February 7, 2024

 Lirong Wang

 (Principal Executive
 Officer)

 /s/
 Shaw Cheng "David" Chong

 Chief Financial Officer

 February 7, 2024

 Shaw Cheng "David" Chong

 (Principal Accounting
 Officer)

 /s/
 Nunissait Tjandra

 February 7, 2024

 Nunissait Tjandra

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