8-K/A - PLAG - Equibles

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,D.C. 20549

FORM8-K/A

CURRENTREPORT

Pursuantto Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August10, 2020 (June 5, 2020)

PLANET GREEN HOLDINGS CORP.
(Exact<br> name of registrant as specified in its charter)
Nevada	001-34449	87-0430320
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(State or other jurisdiction<br><br> of incorporation)	(Commission File<br> Number)	(IRS Employer<br><br> Identification No.)
Suite 200, 9841 Washingtonian Blvd<br><br> <br>Gaithersburg, MD	20878
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(Address of principal<br> executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (202) 891-8907

Not Applicable
(Former name or former<br> address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par<br> value $0.001 per share	PLAG	NYSE American

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item2.01. Completion of Acquisition or Disposition of Assets

This Current Report on Form 8-K/A amends and supplements Items 9.01(a) and 9.01(b) of the Current Report on Form 8-K filed by Planet Green Holdings Corp. (the “Company”) on June 10, 2020 (the “Initial Form 8-K”) to include (i) audited financial statements for the years ended December 31, 2019 and 2018, and unaudited condensed financial statements for the period ended March 31, 2020 of Fast Approach Inc. (“FAST”), acquired by the Company on June 5, 2020, and (ii) unaudited consolidated pro forma financial information of the Company reflecting ownership of FAST as of and for the period ended March 31, 2020, which were permitted pursuant to Item 9 of Form 8-K to be excluded from the Initial Form 8-K and filed by amendment to the Initial Form 8-K no later than 71 days after the date the Initial Form 8-K was required to be filed.

Item9.01. Financial Statements and Exhibits.

(a)Financial Statements of Businesses Acquired

FAST Audited Consolidated Financial Statements as of and for the fiscal years ended December 31, 2019 and 2018.

FAST Unaudited Condensed Consolidated Financial Statements as of and for the period ended March 31, 2020.

(b)Unaudited Pro Forma Financial Information

Planet Green Holdings Corp. Unaudited Pro Forma Consolidated Financial Statements as of and for the period ended March 31, 2020.

(d)Exhibits

Exhibit No.	Description
99.1*	FAST Audited Consolidated<br> Financial Statements as of and for the fiscal years ended December 31, 2019 and 2018
99.2*	FAST Unaudited Condensed<br> Consolidated Financial Statements as of and for the period ended March 31, 2020
99.3*	Planet Green Holdings<br> Corp. Unaudited Pro Forma Consolidated Financial Statements as of and for the period ended March 31, 2020
*	Filed herewith
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SIGNATURE

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

Dated: August 10, 2020	PLANET GREEN HOLDINGS CORP.
	By:	/s/<br> Bin Zhou
	Name:	Bin Zhou
	Title:	Chief Executive Officer

Exhibit99.1

FASTAPPROACH INC.

AuditedConsolidated Financial Statements

December31, 2019 and 2018

Contents	Page
Report<br> of Independent Registered Public Accounting Firm	2
Balance<br> Sheets	3
Statements<br> of Operations and Comprehensive Loss	4
Statements<br> of Stockholders’ Deficit	5
Statements<br> of Cash Flows	6
Notes<br> to Financial Statements	7 - 15

To:	The<br> Board of Directors and Stockholders of
	Fast<br> Approach Inc.

Reportof Independent Registered Public Accounting Firm

Opinionon the Financial Statements

We have audited the accompanying consolidated balance sheets of Fast Approach Inc. (the “Company”) as of December 31, 2019 and 2018, and the related consolidated statements of operations and comprehensive loss, stockholders’ deficit, and cash flows for each of the years in the two-year period ended December 31, 2019, 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, 2019 and 2018, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2019, in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the consolidated financial statements, the Company had incurred substantial losses during the year, and has a working capital deficit, which raises substantial doubt about its ability to continue as a going concern. Management’s plan in regards to these matters are described in Note 3. These consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basisfor Opinion

These consolidated 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.

/s/ WWC, P.C.

Certified Public Accountants

San Mateo, California

August 10, 2020

We have served as the Company’s auditor since 2020.

FASTAPPROACH INC.

AuditedConsolidated Balance Sheets

Asof December 31, 2019 and 2018

(Statedin US Dollars)

	2019			2018
Assets
Current assets
Cash and cash equivalents	$	3,223		$	481
Accounts receivables		-			2,176
Advances to suppliers		945			1,322
Prepaid taxes		21			21
Total current assets		4,189			4,000
Non-current assets
Intangible asset		35,054			43,512
Other assets		14,364			14,544
Total Non-Current Assets		49,418			58,056
Total Assets	$	53,607		$	62,056
Liabilities and Stockholders’ Deficit
Current liabilities
Accounts payable		2,274			2,190
Bank indebtedness		7,561			-
Taxes payable		10,188			8,158
Accrued liabilities and other payable		4,543			4,009
Customers advances		3,878			-
Related party payable		109,717			106,490
Total current liabilities		138,161			120,847
Total Liabilities		138,161			120,847
Stockholders’ Deficit
Paid in capital		79			79
Accumulated deficit		(84,417	)		(61,879	)
Accumulated other comprehensive (loss) income		(216	)		3,009
Total Stockholders’ Deficit		(84,554	)		(58,791	)
Total Liabilities and Stockholders’ Deficit	$	53,607		$	62,056

See Accompanying Notes to the Financial Statements

FASTAPPROACH INC.

AuditedConsolidated Statements of Operations and Comprehensive Loss

Forthe years ended December 31, 2019 and 2018

(Statedin US Dollars)

	2019			2018
Net revenues	$	12,625		$	51,281
Cost of revenues		2,783			5,293
Gross profit		9,842			45,988
Operating expenses:
Selling and marketing expenses		3,310			1,952
General and administrative expenses		31,082			81,672
Total operating expenses		34,392			83,624
Operating loss		(24,550	)		(37,636	)
Other income (expenses):
Interest expenses		(626	)		(404	)
Other income		2,638			54
Total other income (expenses)		2,012			(350	)
Loss before taxes from operations		(22,538	)		(37,986	)
Provision for income taxes		-			-
Net loss	$	(22,538	)	$	(37,986	)
Other comprehensive loss:
Foreign currency translation (loss) income		(3,225	)		3,849
Comprehensive loss	$	(25,763	)	$	(34,137	)

See Accompanying Notes to the Financial Statements

FASTAPPROACH INC.

AuditedConsolidated Statements of Stockholders’ Deficit

Forthe years ended December 31, 2019 and 2018

(Statedin US Dollars)

						Accumulated Other
	Paid in		Accumulated			Comprehensive
	Capital		Deficit			Loss			Total
Balance, January 1, 2018	$	79	$	(23,893	)	$	(840	)	$	(24,654	)
Net loss		-		(37,986	)		-			(37,986	)
Foreign currency translation adjustment		-		-			3,849			3,849
Balance, December 31, 2018	$	79	$	(61,879	)	$	3,009		$	(58,791	)
Balance, January 1, 2019	$	79	$	(61,879	)	$	3,009		$	(58,791	)
Net loss		-		(22,538	)		-			(22,538	)
Foreign currency translation adjustment		-		-			(3,225	)		(3,225	)
Balance, December 31, 2019	$	79	$	(84,417	)	$	(216	)	$	(84,554	)

See Accompanying Notes to the Financial Statements

FASTAPPROACH INC.

AuditedConsolidated Statements of Cash Flows

Forthe years ended December 31, 2019 and 2018

(Statedin US Dollars)

	2019			2018
Cash flows from operating activities
Net loss	$	(22,538	)	$	(37,986	)
Amortization		10,424			7,561
Depreciation		-			-
Decrease in accounts and other receivables		2,238			(3,033	)
Decrease/(increase) in prepayments and other current assets		434			(1,414	)
Increase in payable and other current liabilities		1,884			7,515
Increase in advance and deposits from customers		3,908			-
Net cash used in operating activities		(3,650	)		(27,357	)
Cash flows from investing activities
Payments for security deposits		-			(15,131	)
Net cash used in investing activities		-			(15,131	)
Cash flows from financing activities
Proceeds and payments to related parties, net		(1,063	)		42,889
Bank indebtedness		7,401			-
Net cash provided by financing activities		6,338			42,889
Net increase of cash and cash equivalents		2,688			401
Effect of foreign currency translation on cash and cash equivalents		54			(72	)
Cash and cash equivalents–beginning of year		481			152
Cash and cash equivalents–end of year	$	3,223		$	481

See Accompanying Notes to the Financial Statements

FASTAPPROACH INC.

Notesto Audited Consolidated Financial Statements

(Statedin US Dollars)

1.Organization and Principal Activities

Fast Approach Inc. (the “Company”) was incorporated federally as a corporation under the Canada Business Corporations Act on February 1, 2015. The Company operates a demand side platform helping North American brands to expand their business in China via online advertising.

Shuning Advertisement Shanghai Co., Ltd. (“Shuning”), a company incorporated in the People’s Republic of China (“PRC”) on July 12, 2017, has been a wholly-owned subsidiary of FAST since January 8, 2018. Shuning is engaged in the business of providing digital marketing services through the demand side platform.

2.Summary of Significant Accounting Policies

Methodof accounting

Management has prepared the accompanying financial statements and these notes in accordance to generally accepted accounting principles in the United States of America; the Company maintains its general ledger and journals with the accrual method accounting.

Basisof consolidation

These consolidated financial statements include the results of the Company and that of Shuning. All intercompany accounts and transactions have been eliminated.

Useof estimates

The preparation of the financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made; however, actual results could differ materially from those estimates.

Cashand cash equivalents

The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents.

Accountsreceivables

Account receivables are recognized and carried at the original invoice amount less allowance for any uncollectible amounts. An estimate for doubtful accounts is made when collection of the full amount is no longer probable. Bad debts are written off against allowances.

Advancesand prepayments to suppliers

The Company makes advance payment to service providers. Upon service is provided by service providers, the applicable amount is reclassified from advances and prepayments to cost of revenue.

Equipment

Equipment are carried at cost less accumulated depreciation. Depreciation is provided over their estimated useful lives, using the straight-line method, with no residual value, over 3 years. The cost and related accumulated depreciation of assets sold or otherwise retired are eliminated from the accounts, and any gain or loss are included in the Company’s results of operations. The costs of maintenance and repairs are recognized to expenses as incurred; significant renewals and betterments are capitalized.

Intangibleasset

Intangible asset, demand side platform software, is carried cost less accumulated amortization. Amortization is provided over their useful lives, using the straight-line method, over five years.

Accountingfor the impairment of long-lived assets

The Company annually reviews its long-lived assets for impairment or whenever events or changes in circumstances indicate that the carrying amount of assets may not be recoverable. Impairment may be the result of becoming obsolete from a change in the industry, introduction of new technologies, or if the Company has inadequate working capital to utilize the long-lived assets to generate the adequate profits. Impairment is present if the carrying amount of an asset is less than its expected future undiscounted cash flows.

If an asset is considered impaired, a loss is recognized based on the amount by which the carrying amount exceeds the fair market value of the asset. Assets to be disposed are reported at the lower of the carrying amount or fair value less costs to sell.

Foreigncurrency translation

The accompanying financial statements are presented in United States dollars. The functional currencies of the Company are in Canadian (CDN$) for the parent company and Renminbi (RMB) for the subsidiary. The Company’s assets and liabilities are translated into United States dollars from CDN$ and RMB at year-end exchange rates, and its revenues and expenses are translated at the average exchange rate during the period, respectively.


Period end CDN: US exchange rate	1.2988	1.3642
Period end RMB: US exchange rate	6.9618	6.8755
Average CDN: US exchange rate	1.3269	1.2957
Average RMB: US exchange rate	6.9081	6.6090

All values are in US Dollars.

The RMB is not freely convertible into foreign currencies and all foreign exchange transactions must be conducted through authorized financial institutions.

Revenuerecognition

The Company adopted ASC 606 “Revenue Recognition,” and recognizes revenue when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services.

The Company derives its revenues from providing digital marketing services. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfils its obligations under each of its agreements:

●	identify<br> the contract with a customer;
●	identify<br> the performance obligations in the contract;
●	determine<br> the transaction price;
●	allocate<br> the transaction price to performance obligations in the contract; and
●	recognize<br> revenue as the performance obligation is satisfied.

Advertising

All advertising costs are expensed as incurred.

Incometaxes

The Company accounts for income tax using an asset and liability approach and allows for recognition of deferred tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future realization is uncertain.

Comprehensiveincome

The Company uses FASB ASC Topic 220, “Reporting Comprehensive Income.” Comprehensive income is comprised of net income and all changes to the statements of stockholders’ equity, except the changes in paid-in capital and distributions to stockholders due to investments by stockholders.

Financialinstruments

The Company’s financial instruments, including cash and equivalents, accounts and other receivables, accounts and other payables, accrued liabilities and short-term debt, have carrying amounts that approximate their fair values due to their short maturities. ASC Topic 820, “Fair Value Measurements and Disclosures,” requires disclosure of the fair value of financial instruments held by the Company. ASC Topic 825, “Financial Instruments,” defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the consolidated balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The three levels of valuation hierarchy are defined as follows:

●	Level<br> 1 - inputs to the valuation methodology used quoted prices for identical assets or liabilities in active markets.
●	Level<br> 2 - inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs<br> that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial<br> instrument.
●	Level<br> 3 - inputs to the valuation methodology are unobservable and significant to the fair value measurement.

The Company analyzes all financial instruments with features of both liabilities and equity under ASC 480, “Distinguishing Liabilities from Equity,” and ASC 815.

Commitmentsand contingencies

Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.

Recentaccounting pronouncements

In February 2018, the FASB issued ASU 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. The amendments in this Update affect any entity that is required to apply the provisions of Topic 220, Income Statement – Reporting Comprehensive Income, and has items of other comprehensive income for which the related tax effects are presented in other comprehensive income as required by GAAP. The amendments in this Update are effective for all entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption of the amendments in this Update is permitted, including adoption in any interim period, (1) for public business entities for reporting periods for which financial statements have not yet been issued and (2) for all other entities for reporting periods for which financial statements have not yet been made available for issuance. The amendments in this Update should be applied either in the period of adoption or retrospectively to each period (or periods) in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Cuts and Jobs Act is recognized. The Company does not believe the adoption of this ASU would have a material effect on the Company’s consolidated financial statements.

The Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s consolidated balance sheets, statements of income and comprehensive income and statements of cash flows.

3.Going Concern

The accompanying financial statements have been prepared on a going-concern basis. The going-concern basis assumes that assets will be realized and liabilities will be settled in the ordinary course of business in the amounts disclosed in the financial statements. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. For the years ended December 31, 2019 and 2018, the Company incurred substantial losses of $22,538 and $37,986, respectively. As of December 31, 2019, the Company had a working capital deficit of approximately $133,972. These conditions raise substantial doubt as to whether the Company may continue as a going concern.

To improve its solvency, the Company is working to obtain new working capital through private placements of its common stock or convertible debt securities to qualified investors and loans from financial institutions.

4. Accounts Receivables, net

Accounts receivables consist of the following:

	December 31, <br> 2019		December 31,<br> 2018
Accounts receivable	$	-	$	2,176
Less: Allowance for doubtful accounts		-		-
Total accounts receivable, net	$	-	$	2,176

Movement of allowance for doubtful accounts is as follows:

	December 31, 2019		December 31, 2018
Beginning balance	$	-	$	-
Addition		-		-
Bad debt written-off		-		-
Ending balance	$	-	$	-

5.Advances to Suppliers

The advances to suppliers balance of $945 and $1,322 as of December 31, 2019 and 2018, respectively, mainly represents the advanced payment to the service providers for digital marketing services.

6.Other Assets

	December 31,<br> <br>2019		December 31,<br> <br>2018
Weibo security deposit	$	14,364	$	14,544

7.Intangible Asset

	December 31,<br> <br>2019		December 31,<br> <br>2018
At Cost:
Demand side platform	$	50,693	$	50,693
Less: Accumulated amortization		15,639		7,181
	$	35,054	$	43,512

Amortization expense for the years ended December 31, 2019 and 2018 was $ 10,424 and $7,561, respectively.

8.Related Party Transactions

As of December 31, 2019 and 2018, the outstanding balance due to related party was $109,717 and $106,490, respectively.

As of December 31, 2019 and 2018, the outstanding balances of $109,717 and $106,490 were due to Mr. Yong Yang, a shareholder of the Company. The balances were advances made to the Company for general working capital purposes. The amounts are due on demand, non-interest bearing, and unsecured.

9.Income Taxes

The Company’s primary operations are located in Canada and the PRC. The corporate income tax rate was 12.5% in Canada and 25% in the PRC in 2019.

The following tables provide the reconciliation of the differences between the statutory and effective tax expenses for the years ended December 31, 2019 and 2018:

	December 31,			December 31,
	2019			2018
Loss attributed to Canada operations		(22,054	)		(36,588	)
Loss attributed to PRC operations	$	(484	)	$	(1,398	)
Loss before tax		(22,538	)		(37,986	)
Canada Statutory Tax at 12.5% in 2019 and 13.5% in 2018		-			-
PRC Statutory Tax at 25% Rate		-			-
Effect of tax exemption granted		-			-
Income tax	$	-		$	-

10.Concentrations

CustomersConcentrations

The following table sets forth information as to each customer that accounted for 10% or more of the Company’s revenues as of December 31, 2019 and 2018.

	December 31,			December 31,
Customers	2019			2018
	Amount	%		Amount	%
A			-			77.86
B			38.96			-
C			26.33			-
D			15.45			-
E			10.63			-

All values are in US Dollars.

SuppliersConcentrations

The following table sets forth information as to each supplier that accounted for 10% or more of the Company’s purchase as of December 31, 2019 and 2018.

	December 31,			December 31,
Suppliers	2019			2018
	Amount	%		Amount	%
A			30.32			28.10
B			32.53			23.45
C			-			18.02
D			-			14.50

All values are in US Dollars.

11.Risks

A.	Credit<br>risk
	The<br> Company’s deposits are made with banks located in the PRC and Canada. The deposits are made with banks located in the<br> PRC that do not carry federal deposit insurance and may be subject to loss of the banks become insolvent. The deposits are<br> made with banks located in the Canada that carry federal deposit insurance.<br><br><br><br><br> <br><br><br> <br>Since<br> the Company’s inception, the age of account receivables has been less than one year indicating that the Company<br> is subject to minimal risk borne from credit extended to customers.
B.	Economic<br>and political risks
	The<br> Company’s operations are conducted in the PRC. Accordingly, the Company’s business, financial condition, and results<br> of operations may be influenced by changes in the political, economic, and legal environments in the PRC.
	The<br> Company’s operations in the PRC are subject to special considerations and significant risks not typically associated<br> with companies in North America and Western Europe. These include risks associated with, among others, the political, economic<br> and legal environment and foreign currency exchange. The Company’s results may be adversely affected by changes in the<br> political and social conditions in the PRC, and by changes in governmental policies with respect to laws and regulations,<br> anti-inflationary measures, currency conversion, remittances abroad, and rates and methods of taxation, among other things.
C.	Inflation<br>Risk
	Management<br> monitors changes in prices levels. Historically inflation has not materially impacted the company’s financial statements;<br> however, significant increases in the price of raw materials and labor that cannot be passed to the Company’s customers<br> could adversely impact the Company’s results of operations.

12.Subsequent Events

The Company evaluates subsequent events that have occurred after the balance sheet date but before the financial statements are issued. There are two types of subsequent events: (1) recognized, or those that provide additional evidence with respect to conditions that existed at the date of the balance sheet, including the estimates inherent in the process of preparing financial statements, and (2) non-recognized, or those that provide evidence with respect to conditions that did not exist at the date of the balance sheet but arose subsequent to that date. The Company has evaluated subsequent events from December 31, 2019 through the date the financial statements were available to be issued and has determined that there were no material subsequent events that require disclosure.

Exhibit 99.2

FAST APPROACH INC.

Unaudited Condensed Consolidated FinancialStatements

March 31, 2020 and March 31, 2019

Contents	Page
Report of Independent Registered Public Accounting Firm	3
Balance Sheets	4
Statements of Operations and Comprehensive Loss	5
Statements of Stockholders’ Deficit	6
Statements of Cash Flows	7
Notes to Financial Statements	8 - 16

Description: IMG_256

To:	The Board of Directors<br> and Stockholders of
	Fast Approach Inc.

Report of Independent Registered PublicAccounting Firm

Results of Review of Interim Financial Information

We have reviewed the condensed consolidated balance sheet of Fast Approach Inc. (the “Company”) as of March 31, 2020, and the related condensed consolidated statements of operations and comprehensive loss for the three-month periods ended March 31, 2020 and 2019, and stockholders’ deficit for the three-month periods then ended March 31, 2020 and 2019, and condensed consolidated statements of cash flows for the three-month periods then ended March 31, 2020 and 2019, and the related notes (collectively referred to as the interim financial statements). Based on our reviews, we are not aware of any material modifications that should be made to the accompanying interim condensed consolidated financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of the Company as of December 31, 2019 and 2018, and the related consolidated statements of operations and comprehensive loss, retained earnings, and cash flows for the years then ended (not presented herein); and in our report dated August 10, 2020, we expressed an unqualified opinion on those financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of December 31, 2019, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived. Our opinion indicated that there was substantial doubt the Company may continue as a going concern, as of the date of this report, that doubt still exists.

Basis for Review Results

These interim condensed consolidated financial statements are the responsibility of the Company’s management. We conducted our review in accordance with the standards of the PCAOB. A review of interim condensed consolidated financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. 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.

/s/ WWC, P.C.

Certified Public Accountants

San Mateo, California

August 10, 2020

We have served as the Company’s auditor since 2020.

Description: IMG_257

Fast Approach Inc.

Unaudited Condensed Consolidated BalanceSheets

As of March 31, 2020 and December 31,2019

(Stated in US Dollars)

	March<br> 31,<br> 2020			December<br> 31,<br> 2019
Assets
Current assets
Cash and cash equivalents	$	3,936		$	3,223
Advances to supplies		2,240			945
Prepaid taxes		20			21
Total current assets		6,196			4,189
Non-current assets
Other assets		14,123			14,364
Equipment, net		1,037			-
Intangible asset		29,654			35,054
Total Non-Current Assets		44,814			49,418
Total Assets	$	51,010		$	53,607
Liabilities and Stockholders’ Deficit
Current liabilities
Accounts payable	$	13,587		$	2,274
Bank indebtedness		-			7,561
Taxes payable		9,832			10,188
Accrued liabilities and other payable		3,577			4,543
Customers advances		3,813			3,878
Related party payable		110,141			109,717
Total current liabilities		140,950			138,161
Total Liabilities	$	140,950		$	138,161
Stockholders’ Deficit
Paid in capital	$	79		$	79
Accumulated deficit		(97,413	)		(84,417	)
Accumulated other comprehensive income (loss)		7,394			(261	)
Total Stockholders’ Deficit		(89,940	)		(84,554	)
Total Liabilities and Stockholders’ Deficit	$	51,010		$	53,607

See Accompanying Notes to the Financial Statements

Fast Approach Inc.

Unaudited Condensed Consolidated Statementsof Operations and Comprehensive Loss

For the three months ended March 31,2020 and 2019

(Stated in US Dollars)

	For the three months ended
	March<br> 31,
	2020			2019
Net revenues	$	10,402		$	2,495
Cost of revenues		1,246			526
Gross profit		9,156			1,969
Operating expenses:
Selling and marketing expenses		723			1,055
General and administrative<br> expenses		21,169			6,900
Total operating expenses		21,892			7,955
Operating loss		(12,736	)		(5,986	)
Other income (expenses):
Interest expenses		(262	)		(120	)
Other income		2			-
Total other income<br> and (expenses)		(260	)		(120	)
Loss before taxes from operations		(12,996	)		(6,106	)
Provision for income taxes		-			-
Net loss	$	(12,996	)	$	(6,106	)
Other comprehensive loss:
Foreign currency<br> translation income/ (loss)		7,610			(1,195	)
Comprehensive<br> loss	$	(5,386	)	$	(7,301	)

See Accompanying Notes to the Financial Statements

Fast Approach Inc.

Unaudited Condensed Consolidated Statementsof Stockholders’ Deficit

For the three months ended March 31,2020 and 2019

(Stated in US Dollars)

						Accumulated<br><br>Other
	Paid in		Accumulated			Comprehensive
	Capital		Deficit			Loss			Total
Balance, January 1, 2019	$	79	$	(61,879	)	$	3,009		$	(58,791	)
Net loss		-		(6,106	)		-			(6,016	)
Foreign currency translation adjustment		-		-			(1,195	)		(1,195	)
Balance, March 31, 2019	$	79	$	(67,985	)	$	1,814		$	(66,092	)
Balance, January 1, 2020	$	79	$	(84,417	)	$	(216	)	$	(84,554	)
Net loss		-		(12,996	)		-			(12,996	)
Foreign currency translation adjustment		-		-			7,610			7,610
Balance, March 31, 2020	$	79	$	(97,413	)	$	7,394		$	(89,940	)

See Accompanying Notes to the Financial Statements

Fast Approach Inc.

Unaudited Condensed Consolidated Statementsof Cash Flows

For the three months ended March 31,2020 and 2019

(Stated in US Dollars)

	For the three months ended
	March<br> 31,
	2020			2019
Cash flows from<br> operating activities
Net loss	$	(12,996	)	$	(6,106	)
Amortization		2,573			2,597
Depreciation		15			-
Decrease in accounts and other receivables		-			2,229
(Increase) in advance and prepayments<br> to suppliers		(1,447	)		(715	)
Increase/(decrease)<br> in payables and other current liabilities		12,063			(2,066	)
Net cash provided<br> by (used in) operating activities		208			(4,061	)
Cash flows from investing activities
Purchase of equipment		(1,110	)		-
Net cash used<br> in investing activities		(1,110	)		-
Cash flows from financing activities
Proceeds from related party		9,123			3,976
Paid off bank<br> indebtedness		(7,305	)		-
Net cash provided<br> by financing activities		1,818			3,976
Net increase /(decrease) of cash and<br> cash equivalents		916			(85	)
Effect of foreign currency translation<br> on cash and cash equivalents		(203	)		11
Cash and cash<br> equivalents–beginning of period		3,223			481
Cash and cash equivalents–end<br> of period	$	3,936		$	407

See Accompanying Notes to the Financial Statements

FAST APPROACH INC.

Notes to Unaudited Condensed ConsolidatedFinancial Statements

(Stated in US Dollars)

1. Organization and Principal Activities

2. Summary of Significant AccountingPolicies

Method of accounting

Basis of consolidation

These consolidated financial statements include the results of the Company and that of Shuning. All intercompany accounts and transactions have been eliminated.

Use of estimates

Cash and cash equivalents

The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents.

Accounts receivables

Advances and prepaymentsto suppliers

The Company makes advance payment to service providers. Upon service is provided by service providers, the applicable amount is reclassified from advances and prepayments to cost of revenue.

Equipment

Equipment are carried at cost less accumulated depreciation. Depreciation is provided over their estimated useful lives, using the straight-line method, with no residual value, over 3 years. The cost and related accumulated depreciation of assets sold or otherwise retired are eliminated from the accounts, and any gain or loss are included in the Company's results of operations. The costs of maintenance and repairs are recognized to expenses as incurred; significant renewals and betterments are capitalized.

Intangible asset

Intangible asset, demand side platform software, is carried cost less accumulated amortization. Amortization is provided over their useful lives, using the straight-line method over five years.

Accounting for the impairmentof long-lived assets

Foreign currency translation


Period end CDN: US exchange rate	1.4187	1.2988	1.3363
Period end RMB: US exchange rate	7.0808	6.9618	6.7112
Average CDN: US exchange rate	1.3442	1.3269	1.3317
Average RMB: US exchange rate	6.9785	6.9081	6.7450

All values are in US Dollars.

The RMB is not freely convertible into foreign currencies and all foreign exchange transactions must be conducted through authorized financial institutions.

Revenue recognition

●	identify the contract<br> with a customer;
●	identify the performance<br> obligations in the contract;
●	determine the transaction<br> price;
●	allocate the transaction<br> price to performance obligations in the contract; and
●	recognize revenue<br> as the performance obligation is satisfied.

Advertising

All advertising costs are expensed as incurred.

Income taxes

Comprehensive income

Financial instruments

●	Level 1 - inputs<br> to the valuation methodology used quoted prices for identical assets or liabilities in active markets.

●	Level 2 - inputs<br> to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are<br> observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
●	Level 3 - inputs<br> to the valuation methodology are unobservable and significant to the fair value measurement.
---	---

The Company analyzes all financial instruments with features of both liabilities and equity under ASC 480, “Distinguishing Liabilities from Equity,” and ASC 815.

Commitments and contingencies

Recent accounting pronouncements

3. Going Concern

The accompanying financial statements have been prepared on a going-concern basis. The going-concern basis assumes that assets will be realized and liabilities will be settled in the ordinary course of business in the amounts disclosed in the financial statements. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. For the three months ended March 31, 2020 and 2019, the Company incurred substantial losses of $12,996 and $6,106, respectively. As of March 31, 2020, the Company had a working capital deficit of $134,754. These conditions raise substantial doubt as to whether the Company may continue as a going concern.

4. Equipment

	3/31/2020		12/31/2019
At Cost:
Computer	$	1,052	$	-
Less: Accumulated depreciation		15		-
	$	1,037	$	-

Depreciation expense for the three months ended March 31, 2020 and 2019 was $15 and $0, respectively.

5. Advances to Suppliers

The advances to suppliers balance of $2,240 and $945 as of March 31, 2020 and December 31, 2019, respectively, mainly represent the advanced payment to the service providers for digital marketing services.

6. Other assets

	3/31/2020		12/31/2019
Weibo security deposit	$	14,123	$	14,364

7. Intangible Asset

	3/31/2020		12/31/2019
At Cost:
Demand side platform	$	50,693	$	50,693
Less: Accumulated amortization		21,039		15,639
	$	29,654	$	35,054

Amortization expense for the three months ended March 31, 2020 and 2019 was $2,573 and $2,597, respectively.

8. Related Party Transactions

As of March 31, 2020 and December 31, 2019, the outstanding balance due to related party was $110,141 and $109,717, respectively.

As of March 31, 2020 and December 31, 2019, the outstanding balances of $110,141 and $109,717 were due to Mr. Yong Yang, a shareholder of the Company. The balances were advances made to the Company for general working capital purposes. The amounts are due on demand, non-interest bearing, and unsecured.

9. Income Taxes

The Company’s primary operations are located in Canada and the PRC. The corporate income tax rate was 12.2% in Canada and 25% in the PRC as of March 31, 2020.

The following tables provide the reconciliation of the differences between the statutory and effective tax expenses for the three months ended March 31, 2020 and 2019:

	3/31/2020			3/31/2019
Loss attributed to Canada operations		(12,902	)		(5,961	)
Loss attributed to PRC operations	$	(94	)	$	(145	)
Loss before tax		(12,996	)		(6,106	)
Canada Statutory Tax at 12.2% and 12.5% in 3/31/2020 and 2019, respectively		-			-
PRC Statutory Tax at 25% Rate		-			-
Effect of tax exemption granted		-			-
Income tax	$	-		$	-

10. Concentrations

Customers Concentrations

The following table sets forth information as to each customer that accounted for 10% or more of the Company’s revenues as of March 31, 2020 and December 31, 2019.

Customers	3/31/2020			12/31/2019
	Amount	%		Amount	%
A			32.88			38.96
B			-			26.33
C			-			15.45
D			-			10.63
E			-			38.96
F			60.79			-

All values are in US Dollars.

Suppliers Concentrations

The following table sets forth information as to each supplier that accounted for 10% or more of the Company’s purchase as of March 31, 2020 and December 31, 2019.

Suppliers	3/31/2020			12/31/2019
	Amount	%		Amount	%
A			-			30.32
B			-			32.53
C			57.43			-
D			13.31			-

All values are in US Dollars.

11. Risks

A.	Credit risk
	The Company’s deposits are made<br>with banks located in the PRC and Canada. The deposits are made with banks located in the PRC that do not carry federal<br>deposit insurance and may be subject to loss of the banks become insolvent. The deposits are made with banks located in the<br>Canada that carry federal deposit insurance.<br><br><br><br><br><br> <br>Since the Company’s inception,<br> the age of account receivables has been less than one year indicating that the Company is subject to minimal risk borne<br> from credit extended to customers.
B.	Economic and political<br>risks
	The Company’s<br> operations are conducted in the PRC. Accordingly, the Company’s business, financial condition, and results of operations<br> may be influenced by changes in the political, economic, and legal environments in the PRC.
The Company’s<br> operations in the PRC are subject to special considerations and significant risks not typically associated with companies<br> in North America and Western Europe. These include risks associated with, among others, the political, economic and legal<br> environment and foreign currency exchange. The Company’s results may be adversely affected by changes in the political<br> and social conditions in the PRC, and by changes in governmental policies with respect to laws and regulations, anti-inflationary<br> measures, currency conversion, remittances abroad, and rates and methods of taxation, among other things.
---
C.	Inflation Risk
---	---
	Management monitors<br> changes in prices levels. Historically inflation has not materially impacted the company’s financial statements; however,<br> significant increases in the price of raw materials and labor that cannot be passed to the Company’s customers could<br> adversely impact the Company’s results of operations.

12. Subsequent Events

The Company evaluates subsequent events that have occurred after the balance sheet date but before the financial statements are issued. There are two types of subsequent events: (1) recognized, or those that provide additional evidence with respect to conditions that existed at the date of the balance sheet, including the estimates inherent in the process of preparing financial statements, and (2) non-recognized, or those that provide evidence with respect to conditions that did not exist at the date of the balance sheet but arose subsequent to that date. The Company has evaluated subsequent events from March 31, 2020 through the date the financial statements were available to be issued and has determined that there were no material subsequent events that require disclosure.

Exhibit99.3

Planet Green Holdings Corp.

Pro Forma Combined Financial Statements

March 31, 2020

Contents	Page
Pro Forma Combined Balance Sheet	3
Pro Forma Combined Statement of Operations and Comprehensive Loss	4
Notes to Financial Statements	5<br> to 10

PlanetGreen Holdings Corp.

ProForma Combined Balance Sheet

Asof March 31, 2020

(Statedin US Dollars)

			FAST			Adjustments			Combined
Assets
Current assets
Cash and cash equivalents	4,117,973		$	3,936		$	-		$	4,121,909
Accounts receivable	1,766,866			-			-			1,766,866
Inventory	2,272,599			-			-			2,272,599
Advances and prepayments to suppliers	10,450,805			2,240			-			10,453,045
Other receivables and other current assets	287,444			-			-			287,444
Due from related parties	76,934			-			-			76,934
Prepaid taxes	-			20			-			20
Total current assets	18,972,621		$	6,196		$	-		$	18,978,817
Non-current assets
Property, plant and equipment, net	5,048,966			1,037			-			5,040,003
Construction in progress, net	821,513			-			-			821,513
Intangible assets, net	1,476,586			29,654			-			1,506,240
Deposits	1,432			14,123			-			15,555
Right- of-use assets	385,945			-			-			385,945
Goodwill	-			-			4,679,940			4,679,940
Total Non-Current Assets	7,734,442			44,814			4,679,940			12,459,196
Total Assets	26,707,063		$	51,010		$	4,679,940		$	31,438,013
Liabilities and Stockholders’ Equity
Current liabilities
Short term bank loans	203,930		$	-		$	-		$	203,930
Accounts payable	1,039,452			13,587			-			1,053,039
Taxes payable	127,160			9,832			-			136,992
Accrued liabilities and other payables	1,523,431			3,577			-			1,527,008
Due to related parties	26,225			110,141			-			136,366
Lease Payable-current	24,820			-			-			24,820
Customer deposits	51,912			3,813			-			55,725
Total current liabilities	2,996,930			140,950			-			3,137880
Lease Payable- non-current	361,449			-			-			361,449
Total Liabilities	3,358,379		$	140,950		$	-		$	3,499,329
Stockholders’ Equity
Preferred Stock, 0.001 par value, 5,000,000 shares authorized; 0 shares issued and outstanding at March 31, 2020	-		$	-		$	-		$	-
Common Stock, 0.001 par value, 200,000,000 shares authorized; 9,227,765 shares issued as of March 31, 2020	9,228			-			1,800			11,028
Registered capital	-			79			(79	)		-
Additional paid in capital	89,312,071			-			4,678,219			93,990,290
Accumulated deficit	(73,870,529	)		(97,413	)		-			(73,967,942	)
Accumulated other comprehensive income	7,897,914			7,394			-			7,905,308
Total Stockholders’ Equity	23,348,684			(89,940	)		4,679,940			27,938,684
Total Liabilities & Stockholders’ Equity	26,707,063		$	51,010		$	4,679,940		$	31,438,013

All values are in US Dollars.

See accompanying notes to the financial statements

PlanetGreen Holdings Corp.

ProForma Combined Statement of Operations and Comprehensive Income

Forthe three months ended March 31, 2020

(Statedin US Dollars)

	PLAG			FAST			Adjustments		Combined
Net revenues	$	834,711		$	10,402		$	-	$	845,113
Cost of revenues		852,069			1,246			-		853,315
Gross profit (loss)		(17,358	)		9,156			-		(8,202	)
Operating expenses:
Selling and marketing expenses		7,845			723			-		8,568
General and administrative expenses		422,579			21,169			-		443,748
Total operating expenses		430,424			21,892			-		452,316
Operating loss		(447,782	)		(12,736	)		-		(460,518	)
Other income (expenses):
Interest income		2,321			-			-		2,321
Interest expense		(1,461	)		(262	)		-		(1,723	)
Other income		414			2			-		416
Other expenses		(142,287	)		-			-		(142,287	)
Total other income and (expenses)		(142,013	)		(260	)		-		(142,273	)
Loss before income taxes		(589,795	)		(12,996	)		-		(602,791	)
Provision for income tax		-			-			-		-
Net loss	$	(589,795	)		(12,996	)	$	-	$	(602,791	)
Other comprehensive income:
Foreign currency translation income		(306,027	)		7,610			-		(298,417	)
Comprehensive loss	$	(895,822	)		(5,386	)		-		(901,208	)
Loss per share
Basic and diluted earnings per share		-			-			-	$	(0.07	)
Basic and diluted weighted average shares outstanding		-			-			-		7,996,121

See accompanying notes to the financial statements

PlanetGreen Holdings Corp.

Notesto Financial Statements

1.ORGANIZATION AND DESCRIPTION OF BUSINESS

Planet Green Holdings Corp., a Nevada corporation (the “Company” or “PLAG”), conducts its primary business activities through its subsidiaries located in the People’s Republic of China, including its new acquired operating subsidiary, Fast Approach Inc. (“FAST”). FAST was incorporated federally as a corporation under the Canada Business Corporations Act on February 1, 2015. FAST operates a demand side platform helping North American brands to expand their business in China via online advertising.

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basisof presentation

These pro forma combined financial statements, accompanying notes, and related disclosures have been prepared on an as-if basis assuming that the reverse takeover transaction between the Company and FAST has been in effect since the beginning of the period present in the results of operations by combining the historical financial statements of the entities and eliminating any intercompany balances. The FAST acquisition is accounted for under the acquisition method of accounting. Actual results combined results may have differed from those presented herein.

The adjustments described in the following footnotes, and are intended to reflect the impact of the FAST acquisition on PLAG on a pro forma basis. These includes pro forma adjustments for preliminary valuations of certain tangible and intangible assets by PLAG management as of the acquisition date of June 5, 2020. The unaudited pro forma combined statement of operations for the quarter ended March 31, 2020 combines PLAG historical results for the quarter ended March 31, 2020 with FAST historical results for the quarter ended March 31, 2020.

The unaudited pro forma statement of operations gives effect of the acquisition as if it had taken place on January 1, 2020. The accompanying unaudited pro forma combined financial statements are presented for illustrative purposes only.

These unaudited pro forma combined financial statements included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and certain footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations; however, management believes that the disclosures are adequate to make the information presented not misleading.

Basisof pro forma combined financial statements

These pro forma combined financial statements include the accounts of the Company and the entities listed below. All intercompany accounts and transactions have been eliminated.

	Place of	Attributable equity		Registered
Name of Company	incorporation	interest %		capital
Planet Green Holdings Corporation	British Virgin Islands		100	$	10,000
Lucky Sky Holdings Corporations (HK) Limited	Hong Kong		100		1,277
Lucky Sky Petrochemical Technology (Xianning) Co., Ltd.	PRC		100		14,242,782
Fast Approach Inc.	Canada		100		79
Shanghai Shuning Advertising Co., Ltd. (subsidiary of FAST)	PRC		100		-
Taishan Muren Agriculture Co., Ltd.	PRC		VIE		1,913,049
Lorain Foodstuff (Shenzhen) Co., Ltd.	PRC		VIE		80,000
Xianning Bozhuang Tea Products Co., Ltd.	PRC		VIE		6,277,922

Management has eliminated all significant inter-company balances and transactions in preparing the accompanying consolidated financial statements. Ownership interests of subsidiaries that the Company does not wholly-own are accounted for as non-controlling interests.

On May 18, 2018, the Company incorporated Planet Green Holdings Corporation (“Planet Green BVI”) in the British Virgin Islands. On September 28, 2018, Planet Green BVI acquired JianShi Technology Holding Limited, a limited company incorporated in Hong Kong on February 21, 2012 and Shanghai Xunyang Internet Tech Co., Ltd., a wholly-owned foreign entity incorporated in Shanghai, PRC on August 29, 2012 (“Shanghai Xunyang”). The formation and acquisition of these companies was to implement the Company’s restructuring plans.

On September 27, 2018, the Company was restructured by disposing its equity interest in International Lorain Holding Inc. and its subsidiaries to the former Chairman, Mr. Si Chen, and re-acquiring certain equity interest in certain of these subsidiaries, namely, Shandong Greenpia Foodstuff Co., Ltd. (“Shandong Greenpia”), Beijing Lorain Co., Ltd. (“Beijing Lorain”), and Luotian Lorain Co., Ltd. (“Luotian Lorain”), indirectly through Planet Green BVI. The Company entered into exclusive arrangements with Shandong Greenpia, Luotian Lorain, Taishan Muren Agriculture Co., Ltd. (“Taishan Muren”), and Lorain Foodstuff (Shenzhen) Co., Ltd. (“Shenzhen Lorain”) and their shareholders that give the Company the ability to substantially influence their daily operations and financial affairs. The Company entered into exclusive arrangements with Beijing Lorain; however, the Company did not have significant influence over Beijing Lorain and Beijing Lorain was accounted for as equity method investment.

In December 2018, the Company’s management determined to discontinue the operations of Shandong Greenpia and Luotian Lorain. Accordingly, the Company has recorded full impairment related to the value of those assets.

In December 2018, the Company was no longer able to exercise significant influence over Beijing Lorain, and management did not believe that the Company would be able to recover the value of its investment. Accordingly, the Company recognized full impairment of its investment in Beijing Lorain.

On August 12, 2019, through Lucky Sky Holdings Corporations (HK) Limited, the Company established Lucky Sky Petrochemical Technology (Xianning) Co., Ltd., a wholly foreign-owned enterprise incorporated in Xianning City, Hubei Province, China.

On December 20, 2019, the Company sold 100% of equity interest in Shanghai Xunyang.

On June 5, 2020, the Company acquired all of the outstanding equity interests of Fast Approach Inc., a corporation incorporated under the laws of Canada and in the business of operation of a demand side platform targeting the Chinese education market in North America.

Consolidation of Variable InterestEntity

Variable Interest Entities (“VIEs”) are entities that lack sufficient equity to finance their activities without additional financial support from other parties or whose equity holders lack adequate decision-making ability. Any VIE with which the Company is involved must be evaluated to determine the primary beneficiary of the risks and rewards of the VIE. Management makes ongoing reassessments of whether the Company is the primary beneficiary.

On September 27, 2018, through Shanghai Xunyang, the Company entered into exclusive arrangements with Beijing Lorain Luotian Lorain, Shandong Greenpia, Taishan Muren, and Shenzhen Lorain and their shareholders that give the Company the ability to substantially influence their daily operations and financial affairs and appoint their senior executives. The Company is considered the primary beneficiary of these companies and it consolidates their accounts as VIEs.

On May 9, 2019, the Company entered into a Share Purchase Agreement (the “Purchase Agreement”) with Xianning Bozhuang Tea Products Co., Ltd. (“Xianning Bozhuang”), a company incorporated in China engaging in the sale of tea products, and its shareholders (“Bozhuang Shareholders”). Pursuant to the Purchase Agreement, the Company issued an aggregate of 1,080,000 shares of its common stock to the Bozhuang Shareholders, in exchange for Bozhuang Shareholders’ agreement to enter into, and their agreement to cause Xianning Bozhuang to enter into, certain VIE Agreements with Shanghai Xunyang, through which Shanghai Xunyang shall have the right to control, manage and operate Xianning Bozhuang in return for a service fee approximately equal to 100% of Xianning Bozhuang’s net income (“Bozhuang Acquisition”).

On May 14, 2019, Shanghai Xunyang entered into a series of VIE Agreements with Xianning Bozhuang and Bozhuang Shareholders. The VIE Agreements are designed to provide Shanghai Xunyang with the power, rights and obligations equivalent in all material respects to those it would possess as the sole equity holder of Xianning Bozhuang, including absolute rights to control the management, operations, assets, property and revenue of Xianning Bozhuang. The Bozhuang Acquisition closed on May 14, 2019. Starting on May 14, 2019, the Company’s business activities added the production line of green tea and black tea and sales of tea products, of which business activities are carried out in Xianning City, Huibei Province, China. The Company consolidated Xianning Bozhuang as its VIE.

Useof estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. The estimates and judgments will also affect the reported amounts for certain revenues and expenses during the reporting period. Actual results may materially differ from these estimates.

Foreigncurrency translation and re-measurement

The Company translates its foreign operations to the U.S. dollar in accordance with ASC 830, “Foreign Currency Matters*.*”

The reporting currency for the Company and its subsidiaries is the U.S. dollar. Fast Approach Inc. uses Canadian (CDN$) as its functional currency and its subsidiary, Shanghai Shuning Advertising Co., Ltd., uses the Chinese Renminbi (RMB) as its functional currency.

The Company’s subsidiaries, whose records are not maintained in that company’s functional currency, re-measure their records into their functional currency as follows:

●	Monetary<br>assets and liabilities at exchange rates in effect at the end of each period,
●	Nonmonetary<br>assets and liabilities at historical rates, and
---	---
●	Revenue<br>and expense items at the average rate of exchange prevailing during the period.
---	---

Gains and losses from these re-measurements were not significant and have been included in the Company’s results of operations.

The Company’s subsidiaries, whose functional currency is not the U.S. dollar, translate their records into the U.S. dollar as follows:

●	Assets<br>and liabilities at the rate of exchange in effect at the balance sheet date,
●	Equities<br>at the historical rate, and
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●	Revenue<br>and expense items at the average rate of exchange prevailing during the period.
---	---

Adjustments arising from such translations are included in accumulated other comprehensive income in stockholders’ equity.


Period-end CDN: US exchange rate	1.4187
Period-end RMB: US exchange rate	7.0808
Period average CDN: US exchange rate	1.3442
Period average RMB: US exchange rate	6.9785

All values are in US Dollars.

The RMB is not freely convertible into foreign currency and all foreign exchange transactions must take place through authorized institutions. No representation is made that the RMB amounts could have been, or could be, converted into US Dollars at the rates used in translation.

3.PRO FORMA ADJUSTMENTS

Pro forma adjustments are necessary to reflect the estimated purchase price and to reflect amounts related to FAST’s net tangible and intangible assets at an amount equal to the preliminary estimate of their fair values. Pro forma adjustments are also necessary to appropriately reflect the amortization expense related to the estimated identifiable intangible assets, changes in depreciation and amortization expense resulting from the estimated fair value adjustments to net tangible assets and the income tax effect related to the pro forma adjustments.

There were no significant intercompany balances and transactions between PLAG and FAST at the dates and for the period of these pro forma combined financial statements.

The unaudited pro forma combined financial statements do not include any adjustments for liabilities that will result from integration activities related to the FAST acquisition. Additional assets or liabilities may be recorded that could affect amounts in the unaudited pro forma combined financial statements. During the measurement period, any such adjustments to provisional amounts would increase or decrease goodwill. Adjustments that occur after the end of the measurement period will be recognized in the post-combination current period operations. In addition, FAST may incur significant expenses for business development and expansion upon consummation of the FAST acquisition or in subsequent quarters recorded as an expense in the consolidated statement of operations in the period in which they are incurred.

Entry No.	Description
1	Registered<br> capital	79
	Additional<br> paid in capital		4,678,219
	Goodwill	4,679,940
	Common<br> stock		1,800
	Issuance<br> of shares under share exchange agreement for FAST acquisition

4.GOING CONCERN

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles which contemplate continuation of the Company as a going-concern basis. The going-concern basis assumes that assets are realized, and liabilities are settled in the ordinary course of business at amounts disclosed in the financial statements. The Company’s ability to continue as a going concern depends upon its ability to market and sell its products to generate positive operating cash flows. For the three months ended March 31, 2020, the combined Company recognized a net loss of $602,791. As of March 31, 2020, the combined Company had an accumulated deficit of approximately $73,967,942. These conditions raise a substantial doubt as to whether the Company may continue as a going concern.

If the Company is not able to generate positive operating cash flows, it may become insolvent.