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): January 13, 2021 (January 4, 2021)

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

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

Not Applicable
(Former<br> name or former 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 (see General Instruction A.2. below):

☐	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<br> Stock, par value $0.001 per share	PLAG	NYSE<br> 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 January 5, 2021 (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 September 30, 2020 of Jingshan Sanhe Lucksky New Energy Technologies Co., Ltd. (“JINGSHAN”), acquired by the Company on January 4, 2021, and (ii) unaudited consolidated pro forma financial information of the Company reflecting ownership of JINGSHAN as of and for the period ended September 30, 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

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

JINGSHAN Unaudited Condensed Consolidated Financial Statements as of and for the period ended September 30, 2020.

(b)Unaudited Pro Forma Financial Information

Planet Green Holdings Corp. Unaudited Pro Forma Consolidated Financial Statements as of and for the period ended September 30, 2020.

(d)Exhibits

Exhibit No.	Description
99.1*	JINGSHAN Audited Consolidated Financial Statements as of and for the fiscal years ended December 31, 2019 and 2018
99.2*	JINGSHAN Unaudited Condensed Consolidated Financial Statements as of and for the period ended September 30, 2020
99.3*	Planet Green Holdings Corp. Unaudited Pro Forma Consolidated Financial Statements as of and for the period ended September 30, 2020

* Filed herewith

SIGNATURES

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:<br> January 13, 2021	PLANET GREEN HOLDINGS CORP.
	By:	/s/<br> Bin Zhou
	Name:	Bin<br> Zhou
	Title:	Chief<br> Executive Officer and Chairman

Exhibit99.1

JINGSHANSANHE LUCKYSKY NEW ENERGY TECHNOLOGIES CO., LTD

AuditedFinancial Statements

December31, 2019 and 2018

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

To:	The Board of Directors and Stockholders of
	Jinshan Sanhe Luckysky New Energy Technologies Co. Ltd.

Report of Independent Registered PublicAccounting Firm

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Jinshan Sanhe Luckysky New Energy Technologies Co. Ltd. (the “Company”) as of December 31, 2019 and 2018, and the related statements of operations and comprehensive loss, stockholders’ equity, 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.

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.

/s/ WWC, P.C.

Certified Public Accountants

San Mateo, California

January 13, 2021

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

JINGSHANSANHE LUCKYSKY NEW ENERGY TECHNOLOGIES CO., LTD

AuditedBalance Sheets

Asof December 31, 2019 and 2018

(Statedin US Dollars)

	2019			2018
Assets
Current assets
Cash and cash equivalents	$	292,901		$	391,186
Notes receivable		143,345			-
Inventories		1,068,500			1,273,808
Other receivables and other current assets		490,115			19,960
Due from related parties		5,435,552			20,218,719
Advances to suppliers		1,063,437			670,061
Prepaid expenses		2,275			25,691
Prepaid taxes and taxes recoverable		13,190			-
Total current assets		8,509,315			22,599,425
Non-current assets
Property, plant and equipment, net		2,122,632			530,070
Construction in progress		549,510			357,229
Other assets		12,328			-
Deferred Tax Asset		274,547			183,805
Right-of-use assets		1,304,610			1,647,165
Total Non-Current Assets		4,263,627			2,718,269
Total Assets	$	12,772,942		$	25,317,694
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable		63,172			47,698
Taxes payable		-			455,836
Accrued liabilities and other payable		109,013			58,754
Customers advances		6,217,612			17,662,946
Lease Payable-current portion		391,131			351,869
Total current liabilities		6,780,928			18,577,103
Lease Payable-non-current		779,212			1,159,104
Total Non-Current Liabilities		779,212			1,159,104
Total Liabilities		7,560,140			19,736,207
Stockholders’ Equity
Paid in capital		4,710,254			4,710,254
Retained earnings		994,433			1,286,600
Accumulated other comprehensive loss		(491,885	)		(415,367	)
Total Stockholders’ Equity		5,212,802			5,581,487
Total Liabilities and Stockholders’ Equity	$	12,772,942		$	25,317,694

See Accompanying Notes to the Financial Statements

JINGSHANSANHE LUCKYSKY NEW ENERGY TECHNOLOGIES CO., LTD

AuditedStatements of Operations and Comprehensive Loss

For the year ended December 31, 2019and for the period from April 17 to December 31, 2018

(Statedin US Dollars)

	2019			2018
Net revenues	$	4,024,949		$	8,243,338
Cost of revenues		2,434,806			5,214,536
Gross profit		1,590,143			3,028,802
Operating expenses:
Research and development		67,997			9,168
Selling and marketing expenses		609,771			16,718
General and administrative expenses		1,311,863			525,690
Total operating expenses		1,989,631			551,576
Operating (loss)/income		(399,488	)		2,477,226
Other income (expenses):
Interest income		1,519			5,854
Other income		13,819			-
Other expenses		(499	)		-
Investment loss		-			(767,613	)
Total other income (expenses)		14,839			(761,759	)
Loss before taxes from operations		(384,649	)		1,715,467
Provision for income taxes		(92,482	)		428,867
Net (loss)/income	$	(292,167	)	$	1,286,600
Other comprehensive loss:
Foreign currency translation loss		(76,518	)		(415,367	)
Comprehensive (loss)/income	$	(368,685	)	$	871,233

See Accompanying Notes to the Financial Statements

JINGSHANSANHE LUCKYSKY NEW ENERGY TECHNOLOGIES CO., LTD

AuditedStatements of Stockholders’ Equity

For the year ended December 31, 2019and for the period from April 17 to December 31, 2018

(Statedin US Dollars)

						Accumulated Other
	Paid in		Retained			Comprehensive
	Capital		Earnings			Loss			Total
Balance, incorporation, April 17, 2018	$	-	$	-		$	-		$	-
Capital contribution		4,710,254		-			-			4,710,254
Net income		-		1,286,600			-			1,286,600
Foreign currency translation adjustment		-		-			(415,367	)		(415,367	)
Balance, December 31, 2018	$	4,710,254	$	1,286,600		$	(415,367	)	$	5,581,487
Balance, January 1, 2019	$	4,710,254	$	1,286,600		$	(415,367	)	$	5,581,487
Net loss		-		(292,167	)		-			(292,167	)
Foreign currency translation adjustment		-		-			(76,518	)		(76,518	)
Balance, December 31, 2019	$	4,710,254	$	994,433		$	(491,885	)	$	5,212,802

See Accompanying Notes to the Financial Statements

JINGSHANSANHE LUCKYSKY NEW ENERGY TECHNOLOGIES CO., LTD

AuditedStatements of Cash Flows

For the year ended December 31, 2019and for the period from April 17 to December 31, 2018

(Statedin US Dollars)

	2019			2018
Cash flows from operating activities
Net (loss)/income	$	(292,167	)	$	1,286,600
Adjustments to reconcile net (loss)/income to cash provided by/(used in) operating activities:
Depreciation		133,249			19,558
Noncash lease expenses - operating lease right-of-use assets		322,668			-
Impairment		-			767,613
Recognition of lease asset and lease liabilities		-			(143,776	)
Change in operating assets and liabilities:
Note receivables		(144,997	)		-
Inventory		189,241			(1,344,736	)
Prepayments and deposit		(396,762	)		(734,494	)
Other receivables		(475,863	)		(21,072	)
Deferred tax assets		(94,447	)		(194,040	)
Accounts payables		16,342			50,354
Other payables and accruals		51,689			62,026
Taxes payable		(467,837	)		481,218
Operating lease liabilities		(322,692	)		-
Advance from customer		(11,321,672	)		18,646,465
Net cash provided by/(used in) operating activities		(12,803,248	)		18,875,716
Cash flows from investing activities
Purchase of plant and equipment and construction in progress		(1,951,507	)		(956,263	)
Investment		-			(767,613	)
Net cash used in investing activities		(1,951,507	)		(1,723,876	)
Cash flows from financing activities
Proceeds from injection of capital by owners		-			4,605,677
Other receivables-related party		14,660,997			(21,344,551	)
Net cash provided by/(used in) financing activities		14,660,997			(16,738,874	)
Net (decrease)/increase of cash and cash equivalents		(93,758	)		412,966
Effect of foreign currency translation on cash and cash equivalents		(4,527	)		(21,782	)
Cash and cash equivalents–beginning of year		391,186			-
Cash and cash equivalents–end of year	$	292,901		$	391,186
Supplementary cash flow information:
Interest received	$	1,519		$	5,854
Interest paid	$	-		$	-
Income taxes paid	$	694,430		$	148,434

See Accompanying Notes to the Financial Statements

JINGSHANSANHE LUCKYSKY NEW ENERGY TECHNOLOGIES CO., LTD

Notesto Audited Financial Statements

(Statedin US Dollars)

1.	Organizationand Principal Activities

Jingshan Sanhe Luckysky New Energy Technologies Co., Ltd. (the “Company”), a company incorporated in the People’s Republic of China (“PRC”) on April 17, 2018. The Company researches, develops and manufactures ethanol fuel and fuel additive products and sells such products in China.

2.	Summaryof Significant Accounting Policies

Methodof accounting

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

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 the collection of the full amount is no longer probable. Bad debts are written off against allowances.

Advancesand prepayments to suppliers

The Company makes advance payments to suppliers. Upon raw materials is provided by suppliers, the applicable amount is reclassified from advances and prepayments to cost of revenue.

Plantand equipment

Plant and equipment are carried at cost less accumulated depreciation. Depreciation is provided over their estimated useful lives, using the straight-line method. The Company typically applies a salvage value of 0% to 5%. The estimated useful lives of the plant and equipment are as follows:

Plant and buildings	20 years
Machinery and equipment	5 -10 years
Motor vehicles	4 -5 years
Office equipment	3 -5 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.

Constructionin progress and prepayments for equipment

Construction in progress and prepayments for equipment represent direct and indirect acquisition and construction costs for plants, and costs of acquisition and installation of related equipment. Amounts classified as construction in progress and prepayments for equipment are transferred to plant and equipment when substantially all the activities necessary to prepare the assets for their intended use are completed. Depreciation is not provided for assets classified in this account.

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, the introduction of new technologies, or if the Company has inadequate working capital to utilize the long-lived assets to generate 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 of 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 currency of the Company is the Renminbi (RMB). The Company’s assets and liabilities are translated into United States dollars from RMB at year-end exchange rates, and its revenues and expenses are translated at the average exchange rate during the period. Capital accounts are translated at their historical exchange rates when the capital transactions occurred.

		2018
Period end RMB: US exchange rate	6.9762		6.8764
Average RMB: US exchange rate	6.8967		6.5137

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 sales of high-grade synthetic fuel products. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills 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.

Researchand development

All research and development costs are expensed as incurred.

Incometaxes

The Company accounts for income tax using an asset and liability approach and allows for the 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.

Lease

Effective December 31, 2018, the Company adopted ASU 2016-02, “Leases” (Topic 842), and elected the practical expedients that does not require us to reassess: (1) whether any expired or existing contracts are, or contain, leases, (2) lease classification for any expired or existing leases and (3) initial direct costs for any expired or existing leases. For lease terms of twelve months or fewer, a lessee is permitted to make an accounting policy election not to recognize lease assets and liabilities. The Company also adopted the practical expedient that allows lessees to treat the lease and non-lease components of a lease as a single lease component. On December 31, 2018, the Company recognized approximately $1.65 million right of use (“ROU”) assets and approximately $1.51 million lease liabilities based on the present value of the future minimum rental payments of leases, using incremental borrowing rate of 4.75% and 4.90% based on duration of lease terms.

Lease terms used to calculate the present value of lease payments generally do not include any options to extend, renew, or terminate the lease, as the Company does not have reasonable certainty at lease inception that these options will be exercised. The Company generally considers the economic life of its operating lease ROU assets to be comparable to the useful life of similar owned assets. The Company has elected the short-term lease exception, therefore operating lease ROU assets and liabilities do not include leases with a lease term of twelve months or less. Its leases generally do not provide a residual guarantee. The operating lease ROU asset also excludes lease incentives. Lease expense is recognized on a straight-line basis over the lease term.

The Company reviews the impairment of its ROU assets consistent with the approach applied for its other long-lived assets. The Company reviews the recoverability of its long-lived assets when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on its ability to recover the carrying value of the asset from the expected undiscounted future pre-tax cash flows of the related operations. The Company has elected to include the carrying amount of operating lease liabilities in any tested asset group and includes the associated operating lease payments in the undiscounted future pre-tax cash flows.

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 financial statements.

In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820), – Disclosure Framework – Changesto 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 does not believe the adoption of this ASU would have a material effect on the Company’s condensed 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 balance sheets, statements of income and comprehensive income and statements of cash flows.

3.	Inventories

Inventories consisted of the following as of December 31, 2019 and 2018.

	12/31/2019		12/31/2018
Raw materials	$	170,557	$	249,518
Finished goods		897,943		1,024,290
	$	1,068,500	$	1,273,808
4.	Plantand Equipment
---	---

Plant and equipment consisted of the following as of December 31, 2019 and 2018:

	12/31/2019			12/31/2018
At Cost:
Plant and buildings	$	1,044,231		$	89,475
Machinery equipment		1,022,077			396,881
Vehicles		29,834			20,889
Computer and office equipment		83,516			41,351
Lease improvement		92,965			-
Construction in progress		549,510			357,229
	$	2,822,134		$	905,825
Less: Accumulated<br> depreciation		(149,991	)		(18,526	)
	$	2,672,143		$	887,299

Depreciation expense for the years ended December 31, 2019 and for the period from April 17 to December 31, 2018 was $133,249 and $19,558, respectively.

5.	RelatedParty Transactions

As of December 31, 2019 and 2018, the outstanding balance due from the related party was $5,435,552 and $20,218,719, respectively.

As of December 31, 2019 and 2018, the outstanding balances of $5,435,552 and $20,214,065 were due from Xianning Lucky Sky Energy Holding Group Co. Ltd., a former shareholder of the Company. The amounts are due on demand, non-interest bearing, and unsecured.

As of December 31, 2019 and 2018, the outstanding balances of $0 and $3,781 were due from Mr. Ping Yu, a senior management of Xianning Lucky Sky Energy Holding Group Co. Ltd., a former shareholder of the Company. The balances were advances for travel expenses.

As of December 31, 2019 and 2018, the outstanding balances of $0 and $873 were due from Mr. Xin Chen, a senior management of Xianning Lucky Sky Energy Holding Group Co. Ltd., a former shareholder of the Company. The balances were advances for travel expenses.

6.	Advancesto Suppliers

The advances to suppliers balance of $1,063,437 and $670,061 as of December 31, 2019 and December 31, 2018, respectively, mainly represents the advanced payment to the suppliers for raw materials.

7.	CustomersAdvances

The customers advances balance of $6,217,612 and $17,662,946 as of December 31, 2019 and December 31, 2018, respectively, mainly represents the advanced payment from the customers for the Green Energy No. 1 product.

8.	IncomeTaxes

The Company’s primary operation is located in the PRC. The Company is governed by the income tax laws of the PRC and the income tax provision in respect to operations in the PRC is calculated at the applicable tax rates on the taxable income for the periods based on existing legislation, interpretations, and practices in respect thereof. Under the Enterprise Income Tax Laws of the PRC, Chinese enterprises are subject to income tax at a rate of 25% after appropriate tax adjustments.

The following tables provide the reconciliation of the differences between the statutory and effective tax expenses for the year ended December 31, 2019 and for the period from April 17 to December 31, 2018:

	2019			2018
(Loss)/income attributed to PRC operations	$	(384,649	)	$	1,715,467
(Loss)/income before tax		(384,649	)		1,715,467
PRC Statutory Tax at 25% Rate		(92,482	)		428,867
Effect of tax exemption granted		-			-
Income tax	$	(92,482	)	$	428,867

Deferred<br> tax assets
Deferred<br> tax assets are mainly comprised of impairment for its long-term investment as of December<br> 31, 2019 and 2018. According to Chinese tax regulations, net operating losses can be<br> carried forward to offset taxable income for the next five years. Significant components<br> of its operations of the Company’s deferred tax assets as of December 31, 2019<br> and 2018 are approximately as follows:
	December 31,		December 31,
---	---	---	---	---
	2019		2018
Net operating losses carried forward	$	94,219	$	-
Long-term investment impairment		179,181		181,781
Others		1,147		2,024
Valuation allowance		-		-
Deferred tax assets, net	$	274,547	$	183,805
9.	LeaseCommitments
---	---

Effective December 31, 2018, the Company adopted ASU 2016-02, “Leases” (Topic 842), and elected the package of practical expedients that does not require us to reassess: (1) whether any expired or existing contracts are, or contain, leases, (2) lease classification for any expired or existing leases and (3) initial direct costs for any expired or existing leases. The Company adopted the practical expedient that allows lessees to treat the lease and non-lease components of a lease as a single lease component. The impact of the adoption on December 31, 2018 increased the right-of-uses and lease liabilities by approximately $1.65 million.

The Company had a land, facilities and factory lease agreement with a 5-year lease term starting in April 2018 until April 2023 and another factory and dormitory lease agreement with a 2-year lease term starting in June 2019 until June 2021. Upon adoption of ASU 2016-02, the Company recognized lease liabilities of approximately $1.65 million, with corresponding Right-of-use (“ROU”) assets of the same amount based on the present value of the future minimum rental payments of the new lease, using an effective interest rate of 4.75% and 4.9%, which is determined using an incremental borrowing rate.

The weighted average remaining lease term of its existing leases is 3.3 years.

The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.

For the year ended December 31, 2019 and for the period from April 17 to December 31, 2018, rent expenses amounted to $425,418 and $292,424, respectively.

The five-year maturity of the Company’s lease obligations is presented below:

Twelve months ended December 31,	Operating lease <br><br>amount
2020	$	428,812
2021		417,273
2022		409,031
2023		136,344
Total lease payment		1,391,460
Less: interest		(221,117	)
Present value of lease liabilities	$	1,170,343

10.	Concentrations

CustomersConcentrations

For the year ended December 31, 2019, one customer accounted for 99.9% of the Company’s revenues. For the period from April 17 to December 31, 2018, one customer accounted for 100.0% of the Company’s revenues.

As of December 31, 2019, one customer accounted for 100.0% of the Company’s customer advances. As of December 31, 2018, one customer accounted for 100.0% of the Company’s customer advances.

SuppliersConcentrations

For the year ended December 31, 2019, four suppliers accounted for 19.8%, 14.9%, 14.7% and 14.0% of the Company’s total purchases. For the year ended December 31, 2018, three suppliers accounted for 34.4%, 23.8% and 15.0% of the Company’s total purchases.

As of December 31, 2019, three suppliers accounted for 40.8%, 20.2% and 18.3% of the Company’s total prepayments; and two suppliers accounted for 53.7% and 19.7% of the Company’s total accounts payable. As of December 31, 2018, three suppliers accounted for 19.6%, 17.4% and 13.0% of the Company’s total prepayments; and three suppliers accounted for 29.6%, 16.2% and 10.2% of the Company’s total accounts payable.

11.	Risks
A.	Credit<br> risk
---	---
	The<br> Company’s deposits are made with banks located in the PRC. The deposits are made<br> with banks located in the PRC that do not carry federal deposit insurance and may be<br> subject to loss of the banks become insolvent.
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.

On June 19, 2020, Xianning Luckysky Energy Holding Group Co. Ltd. transferred its equity interest in the Company to two unrelated individuals.

Exhibit99.2

JINGSHANSANHE LUCKYSKY NEW ENERGY TECHNOLOGIES CO., LTD

UnauditedCondensed Financial Statements

September30 2020 and December 31, 2019

Contents	Page
Report of Independent Registered Public Accounting Firm	3
Unaudited<br> Condensed Balance Sheets	4
Unaudited<br> Condensed Statements of Operations and Comprehensive Loss	5
Unaudited<br> Condensed Statements of Stockholders’ Equity	6
Unaudited<br> Condensed Statements of Cash Flows	7
Notes to Financial Statements	8 -<br>18

Description: IMG_256

To:	The Board of Directors and Stockholders of
	Jinshan Sanhe Luckysky New Energy Technologies Co. Ltd.

Report of Independent Registered PublicAccounting Firm

Results of Review of Interim Financial Information

We have reviewed the condensed balance sheet of Jinshan Sanhe Luckysky New Energy Technologies Co. Ltd. (the “Company”) as of September 30, 2020, and the related condensed statements of operations and comprehensive loss for the nine-month periods ended September 30, 2020 and 2019, and stockholders’ equity for the nine-month periods then ended September 30, 2020 and 2019, and condensed statements of cash flows for the nine-month periods then ended September 30, 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 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 balance sheet of the Company as of December 31, 2019 and 2018, and the related statements of operations and comprehensive loss, retained earnings, and cash flows for the years then ended (not presented herein); and in our report dated January 13, 2021, we expressed an unqualified opinion on those financial statements. In our opinion, the information set forth in the accompanying balance sheet as of December 31, 2019, is fairly stated, in all material respects, in relation to the balance sheet from which it has been derived.

Basis for Review Results

These interim condensed 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 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

January 13, 2021

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

Description: IMG_257

JingshanSanhe Luckysky New Energy Technologies Co., Ltd

UnauditedCondensed Balance Sheets

Asof September 30, 2020 and December 31, 2019

(Statedin US Dollars)

	September 30,<br> 2020			December 31,<br> 2019
Assets
Current assets
Cash and cash equivalents	$	114,162		$	292,901
Notes receivable		-			143,345
Other receivables and other current assets		44,628			490,115
Due from related parties		6,881			5,435,552
Inventories		584,119			1,068,500
Advances to supplies		1,104,705			1,063,437
Prepaid expenses		-			2,275
Prepaid taxes		484,581			13,190
Total current assets		2,339,076			8,509,315
Non-current assets
Property, plant and equipment, net		3,852,391			2,122,632
Construction in progress		15,515			549,511
Other assets		-			12,328
Deferred Tax Asset		281,243			274,547
Right-of-use assets		1,044,933			1,304,610
Total Non-Current Assets		5,194,082			4,263,627
Total Assets	$	7,533,158		$	12,772,942
Liabilities and Stockholders’ Equity
Current liabilities
Short-term bank loans	$	440,522		$	-
Accounts payable		715,019			63,172
Taxes payable		217			-
Accrued liabilities and other payable		67,595			109,013
Customers advances		627,128			6,217,612
Lease Payable - current portion		406,376			391,131
Total current liabilities		2,256,857			6,780,928
Lease Payable - non-current		818,446			779,212
Total Non-Current Liabilities		818,446			779,212
Total Liabilities	$	3,075,303		$	7,560,140
Stockholders’ Equity
Paid in capital	$	4,710,254		$	4,710,254
Retained earnings		135,363			994,433
Accumulated other comprehensive loss		(387,762	)		(491,885	)
Total Stockholders’ Equity		4,457,855			5,212,802
Total Liabilities and Stockholders’ Equity	$	7,533,158		$	12,772,942

See Accompanying Notes to the Financial Statements

JingshanSanhe Luckysky New Energy Technologies Co., Ltd

UnauditedCondensed Statements of Operations and Comprehensive Loss

Forthe three months and nine months ended September 30, 2020 and 2019

(Statedin US Dollars)

	For the three months ended						For the nine months ended
	September 30,						September 30,
	2020			2019			2020			2019
Net revenues	$	26,107		$	2,240		$	924,833		$	4,045,421
Cost of revenues		(4,487	)		1,398			610,069			2,443,977
Gross profit		30,594			842			314,764			1,601,444
Operating expenses:
Research and development		5,582			8,345			24,596			31,182
Selling and marketing expenses		94,951			51,830			102,639			573,499
General and administrative expenses		361,752			238,232			1,051,967			658,533
Total operating expenses		462,285			298,407			1,179,202			1,263,214
Operating loss		(431,691	)		(297,565	)		(864,438	)		338,230
Other income (expenses):
Interest income		53			303			244			1,359
Interest expense		(4,235	)		-			(6,791	)		-
Other income		62			13,142			11,915			13,360
Total other income(expenses)		(4,120	)		13,445			5,368			14,719
(Loss)income before taxes from operations		(435,811	)		(284,120	)		(859,070	)		352,949
Provision for income taxes		-			(47,935	)		-			164,827
Net (loss)income	$	(435,811	)	$	(236,185	)	$	(859,070	)	$	188,122
Other comprehensive income:
Foreign currency translation gain (loss)		1,276,354			1,143,023			104,123			(210,275	)
Comprehensive (loss)income	$	840,543		$	906,838		$	(754,947	)	$	(22,153	)

See Accompanying Notes to the Financial Statements

JingshanSanhe Luckysky New Energy Technologies Co., Ltd

UnauditedCondensed Statements of Stockholders’ Equity

Forthe nine months ended September 30, 2020 and 2019

(Statedin US Dollars)

						Accumulated<br> Other
	Paid in		Retained			Comprehensive
	Capital		Earnings			Loss			Total
Balance, January 1, 2019	$	4,710,254	$	1,286,600		$	(415,367	)	$	5,581,487
Net income		-		188,122			-			188,122
Foreign currency translation adjustment		-		-			(210,275	)		(210,275	)
Balance, September 30, 2019	$	4,710,254	$	1,474,722		$	(625,642	)	$	5,559,334
Balance, January 1, 2020	$	4,710,254	$	994,433		$	(491,885	)	$	5,212,802
Net loss		-		(859,070	)		-			(859,070	)
Foreign currency translation adjustment		-		-			104,123			104,123
Balance, September 30, 2020	$	4,710,254	$	135,363		$	(387,762	)	$	4,457,855

See Accompanying Notes to the Financial Statements

JingshanSanhe Luckysky New Energy Technologies Co., Ltd

UnauditedCondensed Statements of Cash Flows

Forthe nine months ended September 30, 2020 and 2019

(Statedin US Dollars)

	For the nine months ended
	September 30,
	2020			2019
Cash flows from operating activities
Net loss	$	(859,070	)	$	188,122
Adjustments to reconcile net (loss)/income to cash provided by operating activities:
Depreciation		205,872			80,441
Noncash lease expenses - operating lease right-of-use assets		283,889			229,866
Change in operating assets and liabilities:
Note receivables		143,008			(145,734	)
Inventory		497,121			191,665
Prepayments and deposit		(362	)		(639,367	)
Other receivables		445,502			(655,119	)
Deferred tax assets		-			(70,952	)
Accounts payables		633,334			29,864
Other payables and accruals		(42,927	)		(4,792	)
Taxes payable		(458,563	)		(472,235	)
Operating lease liabilities		25,257			(94,076	)
Advance from customer		(5,592,269	)		(4,602,608	)
Net cash used in operating activities		(4,719,208	)		(5,964,925	)
Cash flows from investing activities
Purchase of plant and equipment and construction in progress		(1,306,954	)		(1,783,063	)
Net cash used in investing activities		(1,306,954	)		(1,783,063	)
Cash flows from financing activities
Proceeds from bank loans		429,025			-
Other receivables-related party		5,416,103			7,670,291
Net cash provided by financing activities		5,845,128			7,670,291
Net decrease of cash and cash equivalents		(181,034	)		(77,697	)
Effect of foreign currency translation on cash and cash equivalents		2,295			(11,245	)
Cash and cash equivalents–beginning of period		292,901			391,186
Cash and cash equivalents–end of period	$	114,162		$	302,244
Supplementary cash flow information:
Interest received	$	1,708		$	1,359
Interest paid	$	47,483		$	-
Income taxes paid	$	-		$	697,962

See Accompanying Notes to the Financial Statements

JINGSHANSANHE LUCKYSKY NEW ENERGY TECHNOLOGIES CO., LTD

Notesto Unaudited Condensed Financial Statements

(Statedin US Dollars)

1.	Organizationand Principal Activities

Jingshan Sanhe Luckysky New Energy Technologies Co., Ltd (the “Company”), a company incorporated in the People’s Republic of China (“PRC”) on April 17, 2018. The Company researches, develops and manufactures ethanol fuel and fuel additive products and sells such products in China.

2.	Summaryof Significant Accounting Policies

Methodof accounting

Useof 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

Advancesand prepayments to suppliers

The Company makes advance payments to suppliers. Upon raw materials is provided by suppliers, the applicable amount is reclassified from advances and prepayments to cost of revenue.

Plantand equipment

Plant and buildings	20 years
Machinery and equipment	5 -10 years
Motor vehicles	4 -5 years
Office equipment	3 -5 years

Constructionin progress and prepayments for equipment

Accountingfor the impairment of long-lived assets

Foreigncurrency translation

		12/31/2019		9/30/2019
Period/year end RMB: US exchange rate	6.8101		6.9762		7.1360
Period/annual average RMB: US exchange rate	6.9926		6.8967		6.8618

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

●	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

Comprehensiveincome

Financialinstruments

●	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

Lease

Recentaccounting pronouncements

3.	Inventories

Inventories consisted of the following as of September 30, 2020 and 2019.

	9/30/2020		12/31/2019
Raw materials	$	253,133	$	170,557
Finished goods		330,986		897,943
	$	584,119	$	1,068,500
4.	Plantand Equipment
---	---

Plant, and equipment consisted of the following as of September 30, 2020 and December 31, 2019:

	9/30/2020			12/31/2019
At Cost:
Plant and buildings	$	1,404,922		$	1,044,231
Machinery equipment		2,430,154			1,022,077
Vehicles		33,239			29,834
Computer and office equipment		87,172			83,516
Lease improvement		261,943			92,965
Construction in progress		15,515			549,511
	$	4,232,945		$	2,822,134
Less: Accumulated<br> depreciation		(365,039	)		(149,991	)
	$	3,867,906		$	2,672,143
Depreciation<br> expense for the nine months ended September 30, 2020 and 2019 was $205,872 and $80,441, respectively.
---

5.	RelatedParty Transactions

As of September 30, 2020 and December 31, 2019, the outstanding balance due from the related party was $6,881 and $5,435,552, respectively.

As of September 30, 2020 and December 31, 2019, the outstanding balances of $0 and $5,435,552 were due from Xianning lucky sky Energy Holding Group Co. Ltd, a former shareholder of the Company. The amounts are due on demand, non-interest bearing, and unsecured.

As of September 30, 2020 and December 31, 2019, the outstanding balances of $6,881 and $0 were due from Mr. Yuan Wang, a director of the Company. The balances were advances for travel expenses.

6.	Advancesto suppliers

The advances to suppliers balance of $1,104,705 and $1,063,437 as of September 30, 2020 and December 31, 2019, respectively, mainly represents the advanced payment to the suppliers for raw materials.

7.	BankLoans

As of September 30, 2020 and December 31, 2019, the short-term loan consisted of the following:

Short-term Bank Loans	9/30/2020		12/31/2019
Loan from Industrial And Commercial Bank Of China, Jingshan Branch
Interest rate at 3.85% per annum; due 10/23/2020		440,522		-
	$	440,522	$	-

The short term loan which is denominated in Renminbi, was primarily obtained for general working capital. The loan was credit loan.

8.	CustomersAdvances

The customers advances balance of $627,128 and $6,217,612 as of September 30, 2020 and December 31, 2019, respectively, mainly represents the advanced payment from the customers for the Green Energy No. 1 product.

9.	IncomeTaxes

The following tables provide the reconciliation of the differences between the statutory and effective tax expenses for the nine months ended September 30, 2020 and 2019:

	September 30,			September 30,
	2020			2019
Loss attributed to PRC operations	$	(859,070	)	$	352,949
Loss before tax		(859,070	)		352,949
PRC Statutory Tax at 25% Rate		-			164,827
Effect of tax exemption granted		-			-
Income tax	$	-		$	164,827

Deferred tax assets

Deferred tax assets are mainly comprised of impairment for its long-term investment as of September 30, 2020 and December 31, 2019. According to Chinese tax regulations, net operating losses can be carried forward to offset taxable income for the next five years, Significant components of its operations of the Company’s deferred tax assets as of September 30, 2020 and December 31, 2019 are approximately as follows:

	September 30,		December 31,
	2020		2019
Net operating losses carried forward	$	96,517	$	94,219
Long-term investment impairment		183,551		179,181
Others		1,175		1,147
Valuation allowance		-		-
Deferred tax assets, net	$	281,243	$	274,547

10.	LeaseCommitments

The weighted average remaining lease term of its existing leases is 2.56 years.

The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.

For the three months ended September 30, 2020 and 2019, rent expenses amounted to $106,952 and $108,990, respectively.

For the nine months ended September 30, 2020 and 2019, rent expenses amounted to $320,855 and $318,591, respectively.

The five-year maturity of the Company’s lease obligations is presented below:

Twelve months ended December 31,	Operating lease amount
2020	$	326,217
2021		427,450
2022		419,007
2023		139,669
Total lease payment		1,312,343
Less: interest		(87,521	)
Present value of lease liabilities	$	1,224,822

11.	Concentrations

CustomersConcentrations

For the three months ended September 30, 2020, one customer accounted for 93.5% of the Company’s revenues. For the three months ended September 30, 2019, one customer accounted for 99.9% of the Company’s revenues.

For the nine months ended September 30, 2020, one customer accounted for 93.5% of the Company’s revenues. For the nine months ended September 30, 2019, one customer accounted for 99.9% of the Company’s revenues.

As of September 30, 2020, one customer accounted for 100% of the Company’s Customer Advances. As of September 30, 2019, one customer accounted for 100% of the Company’s Customer Advances.

SuppliersConcentrations

For the three months ended September 30, 2020, four suppliers accounted for 43.1%, 15.9%, 13.2% and 12.0% of the Company’s total purchases. For the three months ended September 30, 2019, three suppliers accounted for 38.6%, 17.9%, 11.7% and 11.0% of the Company’s total purchases.

For the nine months ended September 30, 2020, four suppliers accounted for 27.5%, 20.9%, 10.3% and 10.2% of the Company’s total purchases. For the nine months ended September 30, 2019, three suppliers accounted for 17.1%, 15.9% and 11.7% of the Company’s total purchases.

As of September 30, 2020, three suppliers accounted for 40.2%, 19.5% and 12.0% of the Company’s prepayments; and one supplier accounted for 64.7% of the Company’s total accounts payable. As of September 30, 2019, four suppliers accounted for 33.5%, 16.6%, 15.0% and 13.8% of the Company’s prepayments; and two suppliers accounted for 50.7% and 18.8% of the Company’s total accounts payable.

12.	Risks
A.	Credit<br> risk
---	---
	The<br> Company’s deposits are made with banks located in the PRC. The deposits are made<br> with banks located in the PRC that do not carry federal deposit insurance and may be<br> subject to loss of the banks become insolvent.
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.
13.	SubsequentEvents
---	---

Exhibit99.3

PlanetGreen Holdings Corp.

UnauditedPro Forma Condensed Combined Financial Statements

September30, 2020

Contents	Page
Unaudited Pro Forma Condensed Combined Balance Sheet	3
Unaudited Pro Forma Condensed Combined Statement of Operations	4
Notes to the Unaudited Pro Forma Condensed Combined Financial Statements	6 to 11

PlanetGreen Holdings Corp.

UnauditedPro Forma Condensed Combined Balance Sheet

Asof September 30, 2020

(Statedin US Dollars)

			JSSH			Adjustments			Combined
Assets
Current assets
Cash and cash equivalents	5,593,680		$	114,162		$	-		$	5,707,842
Accounts receivable	968,163			-			-			968,163
Inventory	2,478,446			584,119			-			3,062,565
Advances and prepayments to suppliers	2,692,302			1,104,705			-			3,797,007
Other receivables and other current assets	1,025,904			44,628			-			1,070,532
Due from related parties	-			6,881			-			6,881
Prepaid expenses	683			-			-			683
Prepaid taxes	21			484,581			-			484,602
Total current assets	12,759,199		$	2,339,076		$	-		$	15,098,275
Non-current assets
Property, plant and equipment, net	4,539,516			3,852,391			-			8,391,907
Construction in progress, net	-			15,515			-			15,515
Intangible assets, net	1,492,216			-			-			1,492,216
Deposits	14,684			-			-			14,684
Deferred Tax Asset	-			281,243			-			281,243
Right- of-use assets	-			1,044,933			-			1,044,933
Goodwill	4,958,870			-			272,147			5,245,701
Total Non-Current Assets	11,005,286			5,194,082			272,147			16,471,515
Total Assets	23,764,485		$	7,533,158		$	272,147		$	31,569,790
Liabilities and Stockholders’ Equity
Current liabilities
Short term bank loans	35,259		$	440,522		$	-		$	475,781
Accounts payable	1,245,921			715,019			-			1,960,940
Taxes payable	99,721			217			-			99,938
Accrued liabilities and other payables	1,471,649			67,595			-			1,539,244
Due to related parties	280,243			-			-			280,243
Lease Payable-current	-			406,376			-			406,376
Customer deposits	69,800			627,128			-			696,928
Total current liabilities	3,202,593			2,256,857			-			5,459,450
Lease Payable- non-current	-			818,446			-			818,446
Total Liabilities	3,202,593		$	3,075,303		$	-		$	6,277,896
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; 13,227,765 shares issued as of September 30, 2020	11,028			-			2,200			13,228
Registered capital	-			4,710,254			(4,710,254	)		-
Additional paid in capital	93,900,271			-			4,311,523			98,211,794
Accumulated deficit	(82,183,657	)		135,363			-			(82,048,294	)
Accumulated other comprehensive income	8,834,250			(387,762	)		-			8,446,488
Non-controlling interests	-			-			668,678			668,678
Total Stockholders’ Equity	20,561,892			4,457,855			272,147			25,291,894
Total Liabilities & Stockholders’ Equity	23,764,485		$	7,533,158		$	272,147		$	31,569,790

All values are in US Dollars.

See accompanying notes to the Unaudited Pro Forma Condensed Combined Financial Statements

PlanetGreen Holdings Corp.

UnauditedPro Forma Condensed Combined Statement of Operations

Forthe nine months ended September 30, 2020

(Statedin US Dollars)

	PLAG			JSSH			Adjustments		Combined
Net revenues	$	2,471,652		$	924,833		$	-	$	3,396,485
Cost of revenues		1,622,061			610,069			-		2,232,130
Gross profit (loss)		849,591			314,764			-		1,164,355
Operating expenses:
Research and development		-			24,596			-		24,596
Selling and marketing expenses		83,664			102,639			-		186,303
General and administrative expenses		1,252,719			1,051,967			-		2,304,686
Total operating expenses		1,336,383			1,179,202			-		2,515,585
Operating loss		(486,792	)		(864,438	)		-		(1,351,230	)
Other income (expenses):
Interest income		6,870			244			-		7,114
Interest expense		14			(6,791	)		-		(6,777	)
Other income		81,162			11,915			-		93,077
Other expenses		(183,529	)		-			-		(183,529	)
Total other income and (expenses)		(95,483	)		5,368			-		(90,115	)
Loss before taxes from continuing operations		(582,275	)		(859,070	)		-		(1,441,345	)
Provision for income tax		-			-			-		-
Loss from continuing operations	$	(582,275	)	$	(859,070	)	$	-	$	(1,441,345	)
Loss per share from continuing operations
- Basic and diluted		-			-			-		(0.13	)
Basic and diluted weighted average shares outstanding		-			-			-		11,311,874

See accompanying notes to the Unaudited Pro Forma Condensed Combined Financial Statements

PlanetGreen Holdings Corp.

UnauditedPro Forma Condensed Combined Statement of Operations

Forthe years ended December 31, 2019

(Statedin US Dollars)

	PLAG			JSSH			Adjustments		Combined
Net revenues	$	4,113,077		$	4,024,949		$	-	$	8,138,026
Cost of revenues		2,979,728			2,434,806			-		5,414,534
Gross profit (loss)		1,133,349			1,590,143			-		2,723,492
Operating expenses:
Research and development					67,997			-		67,997
Selling and marketing expenses		40,293			609,771			-		650,064
General and administrative expenses		1,918,455			1,311,863			-		3,230,318
Total operating expenses		1,958,748			1,989,631			-		3,948,379
Operating loss		(825,399	)		(399,488	)		-		(1,224,887	)
Other income (expenses):
Interest income		186			1,519			-		1,705
Interest expense		(9,742	)		-			-		(9,742	)
Other income		29,145			13,819			-		42,964
Other expenses		(5,808	)		(499	)		-		(6,307	)
Write off receivables from disposal of former subsidiaries		(5,025,034	)							(5,025,034	)
Total other income and (expenses)		(5,011,253	)		14,839			-		(4,996,414	)
Loss before taxes from continuing operations		(5,836,652	)		(384,649	)		-		(6,221,301	)
Provision for income tax		-			(92,482	)		-		(92,482	)
Loss from continuing operations	$	(5,836,652	)	$	(292,167	)	$	-	$	(6,128,819	)
Loss per share from continuing operations
- Basic and diluted		-			-			-		(0.89	)
Basic and diluted weighted average shares outstanding		-			-			-		6,897,710

See accompanying notes to the Unaudited Pro Forma Condensed Combined Financial Statements

PlanetGreen Holdings Corp.

Notesto the Unaudited Pro Forma Condensed Combined 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, Jingshan Sanhe Luckysky New Energy Technologies Co., Ltd. (“JSSH”). JSSH was a company incorporated in the People’s Republic of China (“PRC”) on April 17, 2018. JSSH researches, develops and manufactures ethanol fuel and fuel additive products and sells such products in China.

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basisof presentation

These pro forma condensed 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 JSSH 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 JSSH 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 JSSH 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 January 4, 2021. The unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2020 and the twelve months ended December 31, 2019 give effect to the JSSH acquisition as if it had occurred on January 1, 2019. The unaudited pro forma condensed combined balance sheet as of September 30, 2020 gives effect to the JSSH acquisition as if it had occurred on September 30, 2020. The accompanying unaudited pro forma condensed combined financial statements are presented for illustrative purposes only.

These unaudited pro forma condensed 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 condensed combined financial statements

These pro forma condensed 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<br> Green Holdings Corporation	British<br> Virgin Islands		100	$	10,000
Lucky<br> Sky Holdings Corporations (HK) Limited	Hong<br> Kong		100		1,277
Jiayi<br> Technologies (Xianning) Co., Ltd.	PRC		100		14,242,782
Fast<br> Approach Inc.	Canada		100		79
Shanghai<br> Shuning Advertising Co., Ltd. (subsidiary of FAST)	PRC		100		-
Jingshan<br> Sanhe Luckysky New Energy Technologies Co., Ltd.	PRC		VIE		4,710,254
Xianning<br> 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 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 May 29, 2020, the Company incorporated Lucky Sky Planet Green Holdings Co., Limited, a limited company incorporated in the Hong Kong.

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.

On December 9, 2020, Lucky Sky Petrochemical Technology (Xianning) Co., Ltd. changed its name to Jiayi Technologies (Xianning) Co., Ltd.

On June 16, 2020, Lucky Sky HK transferred its 100% equity interest in Lucky Sky Petrochemical to Lucky Sky Planet Green HK.

Consolidationof Variable Interest Entity

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’s accounts as its VIE.

On December 20, 2019, through Lucky Sky Petrochemical Technology (Xianning) Co., Ltd. (“WFOE”), the Company entered into exclusive VIE agreements with Taishan Muren, Xianning Bozhuang and Shenzhen Lorain and their shareholders that give the Company the ability to substantially influence those companies’ daily operations and financial affairs and appoint their senior executives. On September 8, 2020, the Company’s Board of Directors resolved to discontinue the operation of Shenzhen Lorain and Taishan Muren due to the continued loss of such two subsidiaries. On September 15, 2020, Lucky Sky Petrochemical terminated the VIE agreements with Shenzhen Lorain and Taishan Muren. The Company has been considered the primary beneficiary of these operating companies and it consolidates their accounts as VIEs.

On January 4, 2021, the Company and Jiayi Technologies (Xianning) Co., Ltd. (the “Subsidiary”), a subsidiary of the Company, entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with Jingshan Sanhe Luckysky New Energy Technologies Co., Ltd. (“Target”), and each of shareholders of the Target (collectively, the “Sellers”), pursuant to which, among other things and subject to the terms and conditions contained therein, the Subsidiary agreed to effect an acquisition of the Target by acquiring from the Sellers 85% of the outstanding equity interests of the Target (the “Acquisition”). The target is engaged in researching, developing, manufacturing and selling products of ethanol fuel and fuel additives in China. On January 4, 2021, the Company closed the Acquisition.

Pursuant to the Share Exchange Agreement, in exchange for the acquisition of 85% of the outstanding equity interests of Target, the Company issued an aggregate of 2,200,000 shares of common stock, par value $0.001 per share, of the Company (the “Exchange Shares”) to the Sellers. At the closing of the Acquisition, the Company entered into a lock-up agreement with the Sellers with respect to the Exchange Shares, pursuant to which the Sellers agreed, subject to certain exceptions, not to transfer the Exchange Shares, or publicly disclose the intention to do so, from the closing of the Acquisition until the first anniversary of the closing (the “Lock-Up Agreement”).

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., Jingshan Sanhe Luckysky New Energy Technologies Co., Ltd. and Xianning Bozhuang Tea Products 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
---	---
●	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	1.3389	1.2988
Period/year end RMB: US exchange rate	6.8101	6.9762
Period average CDN: US exchange rate	1.3571	1.3269
Period/annual average RMB: US exchange rate	6.9926	6.8967

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 JSSH’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 JSSH at the dates and for the period of these pro forma condensed combined financial statements.

The unaudited pro forma condensed combined financial statements do not include any adjustments for liabilities that will result from integration activities related to the JSSH acquisition. Additional assets or liabilities may be recorded that could affect amounts in the unaudited pro forma condensed 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, JSSH may incur significant expenses for business development and expansion upon consummation of the JSSH 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	4,710,254
	Additional<br> paid in capital		4,311,523
	Goodwill	272,147
	Common<br> stock		2,200
	Non-controlling<br> interest		668,678
	Issuance<br> of shares under share exchange agreement for JSSH acquisition