10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

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

For the quarterly period ended September 30, 2017

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

Commission File Number 000-55421

MULLAN AGRITECH, INC.

(Exact name of registrant as specified in its charter)
Nevada	NA
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

1958 Qianming East Road,

Fengjingzhen, Jinshan District

Shanghai, China

(Address of principal executive offices) (Zip Code)

(86) 21-67355092

(Registrant’s telephone number, including area code)

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

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

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

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☒
(Do not check if a smaller reporting company)		Emerging growth company	☒

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

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: As of November 20, 2017, the registrant had 280,000,000 shares of its common stock outstanding.

MULLAN AGRITECH, INC.

QUARTERLY REPORT ON FORM 10-Q

September 30, 2017

TABLE OF CONTENTS

		Page
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements (unaudited)	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	11
Item 4.	Controls and Procedures	11
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	12
Item 1A.	Risk Factors	12
Item 2.	Unregistered Sales of Equity Securities	12
Item 3.	Defaults Upon Senior Securities	12
Item 4.	Mine Safety Disclosures	12
Item 5.	Other Information	12
Item 6.	Exhibits	13
	Signatures	14

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

The following unaudited interim financial statements of Mullan Agritech, Inc. (referred to herein as the “Company,” “we,” “us” or “our”) are included in this quarterly report on Form 10-Q:

INDEX TO FINANCIAL STATEMENTS

	PAGE
Unaudited Consolidated Balance Sheets as of September 30, 2017 and December 31, 2016	F-1
Unaudited Consolidated Statements of Operations and Comprehensive Income for the three and nine months ended September 30, 2017 and 2016	F-2
Unaudited Consolidated Statements of Cash Flows for the nine months ended September 30, 2017 and 2016	F-3
Notes to Consolidated Financial Statements	F-4

1

MULLAN AGRITECH, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF SEPTEMBER 30, 2017 AND DECEMBER 31 2016

	September 30,			December 31,
	2017			2016
ASSETS
Current Assets:
Cash and cash equivalents	$	29,121		$	17,213
Restricted cash		-			-
Accounts receivable, net		111,418			455,383
Inventories		486,529			526,778
Prepaid expenses		15,933			12,774
Other receivables, net		21,924			18,501
Due from related party		650			1,375,788
Total Current Assets		665,575			2,406,437
Property, plant and equipment, net		16,183,956			15,897,093
Intangible assets, net		2,333,829			2,404,684
Other assets and deposits		55,688			174,091
Total Assets	$	19,239,048		$	20,882,305
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Short-term loans	$	155,534		$	-
Current portion of long term loan		3,080,622			1,152,124
Accounts payable and accrued payables		3,806,500			5,162,402
Advances from customers		9,140			8,611
Other payables		3,245,778			2,264,864
Due to related party		4,231,936			3,362,660
Total Current Liabilities		14,529,510			11,950,661
Long-term loans		3,306,034			6,120,656
Total Liabilities		17,835,544			18,071,317
Stockholders' Equity:
Common stock, $0.0001 par value, 500,000,000 shares authorized, 280,000,000 shares and 150,525,000 shares issued and outstanding as of September 30, 2017 and December 31, 2016 respectively.		28,000			28,000
Additional paid in capital		16,795,185			16,795,185
Accumulated deficit		(15,598,851	)		(14,101,952	)
Accumulated other comprehensive gain		188,086			92,466
Stockholders' Equity (Deficit) - Mullan Agritech Inc. and Subsidiaries		1,412,420			2,813,699
Noncontrolling interest		(8,916	)		(2,711	)
Total Stockholders' Equity (Deficit)		1,403,504			2,810,988
Total Liabilities and Stockholders' Equity	$	19,239,048		$	20,882,305

See accompanying notes to consolidated financial statements

F-1

MULLAN AGRITECH, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2017 AND 2016

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2017			2016			2017			2016
Revenues	$	112,799		$	527,715		$	266,934		$	1,054,896
Cost of goods sold		54,007			338,126			177,272			725,813
Gross profit (loss)		58,792			189,589			89,662			329,083
Operating expenses:
General and administrative expenses		511,305			298,341			1,187,682			1,028,433
Selling expenses		12,724			75,481			83,265			187,807
Total operating expenses		524,029			373,822			1,270,947			1,216,240
Loss from operations		(465,237	)		(184,233	)		(1,181,285	)		(887,157	)
Other income (expense):
Interest expense		(134,236	)		(139,350	)		(387,292	)		(167,065	)
Subsidy income					83,549			-			1,460,664
Loss from disposal of fixed assets		-			(5,234	)		-			(43,495	)
Gain on recovery of receivables written-off					218,616			-			218,616
Gain on sale of equipment					32,875			-			32,875
Other income (expense), net		33,686			(589,443	)		90,923			(200,119	)
Total other income (expense)		(100,550	)		(398,987	)		(296,369	)		1,301,476
Loss before income taxes		(565,787	)		(583,220	)		(1,477,654	)		414,319
Income taxes		260			-			26,145			27,046
Net income (loss)		(566,047	)		(583,220	)		(1,503,799	)		387,273
Net income (loss) attributable to noncontrolling interest		(2,207	)		(1,251	)		(6,900	)		5,251
Net income (loss) attributable to Mullan Agritech Inc. common stockholders		(563,840	)		(581,969	)		(1,496,899	)		382,022
Other comprehensive income (loss):
Unrealized foreign currency translation adjustment		32,692			135,836			96,314			57,236
Total Comprehensive loss	$	(533,355	)	$	(447,384	)	$	(1,407,485	)	$	444,509
Earnings per common share
Basic and diluted	$	-0.00		$	-0.00		$	-0.01		$	0.00
Weighted average common shares outstanding
Basic		280,000,000			280,000,000			280,000,000			280,000,000
Diluted		280,000,000			280,000,000			280,000,000			280,000,000

See accompanying notes to consolidated financial statements

F-2

MULLAN AGRITECH, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2017 AND 2016

	For the Nine Months Ended
	September 30,
	2017			2016
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	(1,503,799	)	$	387,273
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization		575,139			363,501
Loss on disposal of fixed asset					43,495
Bad debt expense		22,115			51,583
Write-down or loss on inventory		-			12,700
Changes in assets and liabilities:
Restricted cash		1,055
Accounts receivable		333,558			145,122
Accounts receivable - related party		-			63,841
Inventories		61,739			(59,282	)
Related parties receivable
Advances to suppliers		(5,539	)		(52,377	)
Advances to suppliers - related party		-
Prepaid expenses		126,898			(143,868	)
Other receivables		(2,560	)		161,999
Accounts payable and accrued payables		(1,409,172	)		4,193,965
Accounts payable - related party		-			(148,308	)
Advances from customers		151			1,804
Other payables		862,991			283,343
Net cash used in operating activities		(937,424	)		5,304,791
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of biological assets		(137,820	)
Purchase of plant and equipment		-			(1,476,167	)
Proceeds from related party		1,403,043
Advance to related party					(1,527,199	)
Disposal of (investment in) long term investment					7,600
Proceeds from sale of property and equipment					461
Long term investment		(735	)
Improvement of apple orchard		-			(196,653	)
Investment in construction in progress		-			(3,128,334	)
Net cash used in investing activities		1,264,488			(6,320,292	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from shore-term loans		-			1,215,953
Capital borrowed from (repaid to) related parties		708,303			1,064,621
Proceeds from (Repayment to) related party
Repayment of long-term loans					(1,200,754	)
Repayment of short-term loans		(1,023,402	)
Net cash provided by financing activities		(315,099	)		1,079,820
EFFECT OF EXCHANGE RATE CHANGES ON CASH		(57	)		(1,225	)
NET INCREASE (DECREASE) IN CASH		11,908			63,094
CASH, BEGINNING OF PERIOD		17,213			13,217
CASH, END OF PERIOD	$	29,121		$	76,311
		-
SUPPLEMENTAL DISCLOSURES:
Cash paid during the period for:
Cash paid for interest expense, net of capitalized interest	$	446,495		$	162,687
Cash paid for income tax	$	-		$	27,046

See accompanying notes to consolidated financial statements

F-3

MULLAN AGRITECH, INC. AND SUBSIDIARIES

NOTES OF CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – ORGANIZATION AND NATURE OF OPERATIONS

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

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

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

History

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

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

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

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

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

F-4

MULLAN AGRITECH, INC. AND SUBSIDIARIES

NOTES OF CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – ORGANIZATION AND NATURE OF OPERATIONS (CONTINUED)

On January 27, 2015, Muliang HK incorporated a wholly foreign-owned enterprise, Shanghai Mufeng Investment Consulting Co., Ltd (“Shanghai Mufeng”), in the People’s Republic of China (“PRC”).

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

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

On September 3, 2015, MullanAgritech effected a split of its outstanding common stock resulting in an aggregate of 150,525,000 shares outstanding of which 120,000,000 were owned by Chenxi Shi the founder of MullanAgritech and its sole officer and director. The remaining 30,525,000 were held by a total of 39 investors.

On January 11, 2016, MullanAgritech issued 129,475,000 shares of its common stock to Lirong Wang for an aggregate consideration of $64,737.50. On the same date, Chenxi Shi, the sole officer and director of MullanAgritech on that date, transferred 120,000,000 shares of the common stock of the Company held by him to Lirong Wang for $800 pursuant to a transfer agreement.

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

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

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

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

On October 27, 2016, Muliang Industry established a wholly-owned subsidiary, Yunnan Muliang Animal Husbandry Development Co., Ltd. (“Yunnan Muliang”) in Yunnan Province, China. Muliang Industry owns 55% shares of Yunnan Muliang, and a third-party company, Shuangbai County Development Investment Co., Ltd. owns the other 45% shares. Yunnan Muliang, with registered capital of RMB 20,000,000, was established for the development of sales in the western region of China.

Muliang HK, Shanghai Mufeng, Muliang Industry, Zongbao, ZongbaoCangzhou, Muliang Sales, Fukang, Agritech Development, Ningling Fertilizer, MullanAgritech, Yunnan Muliang and Zhonglian are referred to as subsidiaries the Company and its consolidated subsidiaries are collectively referred to herein as the “Company”, “we” and “us”, unless specific reference is made to an entity.

F-5

MULLAN AGRITECH, INC. AND SUBSIDIARIES

NOTES OF CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – ORGANIZATION AND NATURE OF OPERATIONS (CONTINUED)

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

Liquidity and 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 extinguished 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 the liquidation of current assets. For the nine months ended September 30, 2017 and 2016, the Company reported net loss of $1,503,799 and net income of $387,273, respectively. The Company had working capital deficit of approximately $13.86 million and $9.54 million as of September 30, 2017 and December 31, 2016. In addition, the Company had net cash outflow of $937,423 and net cash inflow of $5,304,791 from its operating activities during the nine months ended September 30, 2017 and 2016. The Company incurred a loss from operation of $1,181,285 and interest expense of $387,292 for the nine months ended September 30, 2017. These conditions raise a substantial doubt as to whether the Company may continue as a going concern.

In an effort to improve its financial position, the Company is working to obtain new loans from banks and related parties, renew its current loans, and to improve its operations upon its new fertilizer factories start to operate. In 2015, the Company obtained capital contribution of approximately $16 million from its shareholders which successfully improved the Company’s financial position as of September 30, 2017. Additionally, one of the new fertilizer factories was completed and put in operations in August 2015 and another factory was also completed in June 2016.

F-6

MULLAN AGRITECH, INC. AND SUBSIDIARIES

NOTES OF CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying consolidated financial statements have been prepared in conformity with US GAAP. The basis of accounting differs from that used in the statutory accounts of the Company, which are prepared in accordance with the accounting principles of the PRC (“PRC GAAP”). The differences between US GAAP and PRC GAAP have been adjusted in these consolidated financial statements. The Company’s functional currency is the Chinese Renminbi (“RMB”); however, the accompanying consolidated financial statements have been translated and presented in United States Dollars (“USD”).  The Company has reclassified certain line items on the statements of cash flows for the nine months ended September 30, 2016 in order to improve comparison with current periods presented.  The results of these change did not impact the Company’s previously reported results of operations or financial position.

Interim Financial Statements

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles (GAAP) applicable to interim financial information and the requirements of Form 10-Q and Rule 8-03 of Regulation S-X of the Securities and Exchange Commission. Accordingly, they do not include all of the information and disclosure required by accounting principles generally accepted in the United States of America for complete financial statements. Interim results are not necessarily indicative of results for a full year. In the opinion of management, all adjustments considered necessary for a fair presentation of the financial position and the results of operations and cash flows for the interim periods have been included. These interim financial statements should be read in conjunction with the audited financial statements for the year ended December 31, 2016, as not all disclosures required by generally accepted accounting principles for annual financial statements are presented. The interim financial statements follow the same accounting policies and methods of computations as the audited financial statements for the year ended December 31, 2016.

Use of Estimates

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

Principles of Consolidation

Mullan Agritech consolidates the following entities, including wholly-owned subsidiaries, Muliang HK, Shanghai Mufeng, and its wholly controlled variable interest entities, Muliang Industry, and Zhongbao, 60% controlled Agritech Development, 99% controlled Fukang, 65% controlled Zhonglian and 55% controlled Yunnan Muliang. The 40% equity interest holder of Agritech Development, 1% equity interest holders in Fukang, 35% equity interest holders in Zhonglian, and 45% interest in Yunnan Muliang are accounted as non-controlling interest in the Company’s consolidated financial statements.

The variable interest entities consolidated for which the Company is deemed the primary beneficiary. All significant inter-company accounts and transactions have been eliminated in consolidation.

F-7

MULLAN AGRITECH, INC. AND SUBSIDIARIES

NOTES OF CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Control by Principal Stockholders

The Company’s directors and executive officers and their affiliates or related parties own, beneficially and in the aggregate, the majority of the voting power of the outstanding shares of our common stock. Accordingly, if our directors and executive officers and their affiliates or related parties vote their shares uniformly, they would have the ability to control the approval of most corporate actions, including increasing our authorized capital stock and the dissolution or merger of our company or the sale of our assets.

Cash and Cash Equivalents

For purposes of the statements of cash flows, the Company considers all highly liquid instruments purchased with a maturity of three months or less and money market accounts to be cash equivalents. The Company maintains cash with various financial institutions.

Accounts Receivable

Accounts receivable are presented net of an allowance for doubtful accounts. The Company maintains allowances for doubtful accounts for estimated losses. The Company reviews the accounts receivable on a periodic basis and makes general and specific allowances when there is doubt as to the collectability of individual balances. In evaluating the collectability of individual receivable balances, the Company considers many factors, including the age of the balance, a customer’s historical payment history, its current credit-worthiness and current economic trends. Accounts are written off after exhaustive efforts at collection.

Inventories

Inventories, consisting of raw materials, work in process and finished goods related to the Company’s products are stated at the lower of cost or market utilizing the weighted average method.

Property, Plant and Equipment

Plant and equipment are carried at cost and are depreciated on a straight-line basis over the estimated useful lives of the assets. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. The Company examines the possibility of decreases in the value of fixed assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable.

F-8

MULLAN AGRITECH, INC. AND SUBSIDIARIES

NOTES OF CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Included in property and equipment is construction-in-progress which consisted of factory improvements and machinery pending installation and includes the costs of construction, machinery and equipment, and any interest charges arising from borrowings used to finance these assets during the period of construction or installation of the assets. No provision for depreciation is made on construction-in-progress until such time as the relevant assets are completed and ready for their intended use.

Estimated useful lives of the Company’s assets are as follows:

	Useful Life
Building	20 years
Operating equipment	5-10 years
Vehicle	3-5 years
Electronic equipment	3-20 years
Office equipment	3-20 years
Apple orchard	10 years

The apple orchard includes rental for an apple farm, labor cost, fertilizers, apple seeds, apple seedlings and others. The costs to purchase and cultivate apple trees and the expenditures related to labor and materials to plant apple trees until they become commercially productive are capitalized, which require a two-year period. The estimated production life for apple tree is 10 years, and the costs are depreciated without a residual value. Expenses incurred maintaining apple trees during the growth cycle until seedling apple trees or grafted varieties are fruited are capitalized into inventory and included in Work in process—apple orchard, a component of inventories.

Depreciation expenses pertaining to apple trees will be included in inventory costs for those apples to be sold and ultimately become a component of cost of goods sold. Similar to other assets, the failure of our apple trees to be serviceable over the entirety of their anticipated useful lives or to be sold at their anticipated residual value will negatively impact our operating results.

Intangible Assets

Included in the intangible assets are land use rights. According to the laws of the PRC, the government owns all the land in the PRC. Companies or individuals are authorized to possess and use the land only through land use rights granted by the Chinese government. Intangible assets are being amortized using the straight-line method over their lease terms or estimated useful life.

Estimated useful lives of the Company’s intangible assets are as follows:

	Useful Life
Land use rights	50 years
Non-patented technology	10 years

The Company carries intangible assets at cost less accumulated amortization. In accordance with US GAAP, the Company examines the possibility of decreases in the value of intangible assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable. The Company computes amortization using the straight-line method over estimated useful life of 50 years for the land use rights.

F-9

MULLAN AGRITECH, INC. AND SUBSIDIARIES

NOTES OF CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Impairment of Long-lived Assets

In accordance with ASC Topic 360, the Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. The Company recorded no impairment charge for the nine months ended September 30, 2017 and 2016.

Advances from Customers

Advances from customers consist of prepayments from customers for merchandise that had not yet been shipped. The Company will recognize the deposits as revenue as customers take delivery of the goods and title to the assets is transferred to customers in accordance with the Company’s revenue recognition policy.

Non-controlling Interest

Non-controlling interests in the Company’s subsidiaries are recorded in accordance with the provisions of ASC 810 and are reported as a component of equity, separate from the parent’s equity. Purchase or sale of equity interests that do not result in a change of control are accounted for as equity transactions. Results of operations attributable to the non-controlling interest are included in our consolidated results of operations and, upon loss of control, the interest sold, as well as interest retained, if any, will be reported at fair value with any gain or loss recognized in earnings.

Revenue Recognition

Pursuant to the guidance of ASC Topic 605, the Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the purchase price is fixed or determinable and collectability is reasonably assured. The Company recognizes revenues from the sale of its fertilizer products and environmental protection equipment upon shipment and transfer of title.

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

The Company recognized rental income from leasing a portion of its manufacturing facility located in Shanghai to a third party. For the nine months ended September 30, 2017 and 2016, rental income of $124,241 and $0 were recognized as other income.

Cost of Sales

Cost of goods sold consists primarily of raw materials, utility and supply costs consumed in the manufacturing process, manufacturing labor, depreciation expense and direct overhead expenses necessary to manufacture finished goods as well as warehousing and distribution costs such as inbound freight charges, shipping and handling costs, purchasing and receiving costs.

F-10

MULLAN AGRITECH, INC. AND SUBSIDIARIES

NOTES OF CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Income Taxes

The Company accounts for income taxes under the provisions of Section 740-10-30 of the FASB Accounting Standards Codification, which is an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in its financial statements or tax returns.

The Company is subject to the Enterprise Income Tax law (“EIT”) of the People’s Republic of China. The Company’s operations in producing and selling fertilizers are subject to the 25% enterprise income tax.

Related Parties

Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all related party transactions.

Accumulated Other Comprehensive Income (Loss)

Comprehensive income (loss) comprised of net income (loss) and all changes to the statements of stockholders’ equity, except those due to investments by stockholders, changes in paid-in capital and distributions to stockholders. The Company’s comprehensive income (loss) consist of net income (loss) and unrealized gains from foreign currency translation adjustments.

Foreign Currency Translation

The Company’s functional currency is the Chinese Renminbi (“RMB”); however, the accompanying consolidated financial statements have been translated and presented in United States Dollars (“USD”). Results of operations and cash flows are translated at average exchange rates during the period, assets and liabilities are translated at the unified exchange rate at the end of the period, and equity is translated at historical exchange rates. As a result, amounts relating to assets and liabilities reported on the statements of cash flows may not necessarily agree with the changes in the corresponding balances on the balance sheets. Translation adjustments resulting from the process of translating the local currency financial statements into U.S. dollars are included in determining comprehensive income/loss. The translation adjustment for nine months ended September 30, 2017 and 2016 was gain of $96,314 and $57,236, respectively. Transactions denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing on the transaction dates. Assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing at the balance sheet date with any transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred.

F-11

MULLAN AGRITECH, INC. AND SUBSIDIARIES

NOTES OF CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

All of the Company’s revenue transactions are transacted in the functional currency. The Company does not enter into any material transaction in foreign currencies. Transaction gains or losses have not had, and are not expected to have, a material effect on the results of operations of the Company.

Asset and liability accounts at September 30, 2017 and December 31, 2016 were translated at 6.6545 RMB to $1 USD and 6.9437 RMB to $1 USD, respectively, which were the exchange rates on the balance sheet dates. The average translation rates applied to the statements of income for the nine months ended September 30, 2017 and 2016 were 6.8057 RMB and 6.5354 RMB to $1 USD, respectively.

Earnings (Loss) per Share

Basic earnings per share is computed by dividing net income available to common stockholders by the weighted average number of common shares outstanding during the period, excluding the effects of any potentially dilutive securities. Diluted earnings per share gives effect to all dilutive potential of shares of common stock outstanding during the period including stock options or warrants, using the treasury stock method (by using the average stock price for the period to determine the number of shares assumed to be purchased from the exercise of stock options or warrants), and convertible debt or convertible preferred stock, using the if-converted method. Earnings per share excludes all potential dilutive shares of common stock if their effect is anti-dilutive. There were no potential dilutive securities at September 30, 2017 and December 31, 2016 and for the nine months ended September 30, 2017 and 2016.

Fair Value of Financial Instruments

The Company adopted the guidance of ASC Topic 820 for fair value measurements which clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:

Level 1-Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.

Level 2-Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data.

Level 3-Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information.

The carrying amounts reported in the balance sheets for cash and cash equivalents, accounts receivable, inventories, advances to suppliers, prepaid expenses, short-term loans, accounts payable, accrued expenses, advances from customers, VAT and service taxes payable and income taxes payable approximate their fair market value based on the short-term maturity of these instruments.

F-12

MULLAN AGRITECH, INC. AND SUBSIDIARIES

NOTES OF CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

ASC Topic 825-10 “Financial Instruments” allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable, unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding instruments.

The following table summarizes the carrying values of the Company’s financial instruments:

	September 30,		December 31,
	2017		2016
Cash	$	29,121	$	17,213
Accounts receivables, net		111,418		455,383
Other receivables		21,924		18,501
Short term loan		155,534		-
Long term loan		3,306,034		7,272,780

Government Contribution Plan

Pursuant to the laws applicable to PRC law, the Company is required to participate in a government-mandated multi-employer defined contribution plan pursuant to which certain retirement, medical and other welfare benefits are provided to employees. Chinese labor regulations require the Company to pay to the local labor bureau a monthly contribution at a stated contribution rate based on the monthly basic compensation of qualified employees. The relevant local labor bureau is responsible for meeting all retirement benefit obligations; the Company has no further commitments beyond its monthly contribution.

Statutory Reserve

Pursuant to the laws applicable to the PRC, the Company must make appropriations from after-tax profit to the non-distributable “statutory surplus reserve fund”. Subject to certain cumulative limits, the “statutory surplus reserve fund” requires annual appropriations of 10% of after-tax profit until the aggregated appropriations reach 50% of the registered capital (as determined under accounting principles generally accepted in the PRC (“PRC GAAP”) at each year-end). For foreign invested enterprises and joint ventures in the PRC, annual appropriations should be made to the “reserve fund”. For foreign invested enterprises, the annual appropriation for the “reserve fund” cannot be less than 10% of after-tax profits until the aggregated appropriations reach 50% of the registered capital (as determined under PRC GAAP at each year-end). If the Company has accumulated loss from prior periods, the Company is able to use the current period net income after tax to offset against the accumulate loss.

F-13

MULLAN AGRITECH, INC. AND SUBSIDIARIES

NOTES OF CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Segment Information

The standard, “Disclosures about Segments of an Enterprise and Related Information,” codified with ASC-280, requires certain financial and supplementary information to be disclosed on an annual and interim basis for each reportable segment of an enterprise. The Company believes that it operates in two business segments and in one geographical segment (China), as all of the Company’s current operations are carried in China.

Recent Accounting Pronouncement

In August 2016, the FASB issued ASU No. 2016-15, Classification of Certain Cash Receipts and Cash Payments, which is intended to reduce diversity in practice in how certain cash receipts and payments are presented and classified in the statement of cash flows. The standard provides guidance in a number of situations including, among others, settlement of zero-coupon bonds, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, and distributions received from equity method investees. The ASU also provides guidance for classifying cash receipts and payments that have aspects of more than one class of cash flows. The Company is currently in the process of evaluating the impact of the adoption on its consolidated financial statements.

In October 2016, the FASB issued ASU 2016-17, “Consolidation (Topic 810): Interests Held through Related Parties That Are under Common Control”. These amendments change the evaluation of whether a reporting entity is the primary beneficiary of a variable interest entity by changing how a reporting entity that is a single decision maker of a variable interest entity treats indirect interests in the entity held through related parties that are under common control with the reporting entity. If a reporting entity satisfies the first characteristic of a primary beneficiary (such that it is the single decision maker of a variable interest entity), the amendments require that reporting entity, in determining whether it satisfies the second characteristic of a primary beneficiary, to include all of its direct variable interests in a variable interest entity and, on a proportionate basis, its indirect variable interests in a variable interest entity held through related parties, including related parties that are under common control with the reporting entity. The amendments in this ASU are effective for public business entities for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. If an entity adopts the pending content that links to this paragraph in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The Company is currently in the process of evaluating the impact of the adoption on its consolidated financial statements.

In November 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230): Restricted Cash”. These amendments require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. As a result, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The amendments do not provide a definition of restricted cash or restricted cash equivalents. The amendments in this ASU are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. The amendments should be applied using a retrospective transition method to each period presented. The Company is currently in the process of evaluating the impact of the adoption on its consolidated financial statements.

In December 2016, the FASB issued ASU 2016-20, “Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers”. The amendments in ASU 2016-20 affect narrow aspects of the guidance issued in ASU 2014-09 including Loan Guarantee Fees, Contract Costs, Provisions for Losses on Construction-Type and Production-Type Contracts, Disclosure of Remaining Performance Obligations, Disclosure of Prior Period Performance Obligations, Contract Modifications, Contract Asset vs. Receivable, Refund Liabilities, Advertising Costs, Fixed Odds Wagering Contracts in the Casino Industry, and Costs Capitalized for Advisors to Private Funds and Public Funds. The effective date of these amendments are at the same date that Topic 606 is effective. Topic 606 is effective for public entities for annual reporting periods beginning after December 15, 2017, including interim reporting periods therein (i.e., January 1, 2018, for a calendar year entity). The Company is currently in the process of evaluating the impact of the adoption on its consolidated financial statements.

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

F-14

MULLAN AGRITECH, INC. AND SUBSIDIARIES

NOTES OF CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 – ACCOUNTS RECEIVABLE

Accounts receivable consisted of the following:

	September 30, 2017			December 31, 2016
Accounts receivable	$	407,995		$	675,737
Less: allowance for doubtful accounts		(296,577	)		(220,354	)
Total, net	$	111,418		$	455,383

The Company reviews the accounts receivable on a periodic basis and makes general and specific allowances when there is doubt as to the collectability of individual balances. After evaluating the collectability of individual receivable balances, the Company recognized bad debt allowance of $22,115 and $51,583 for the nine months ended September 30, 2017 and 2016.

NOTE 4 – INVENTORIES

Inventories consisted of the following:

	September 30, 2017		December 31, 2016
Raw materials	$	210,467	$	155,685
Finished goods		276,062		371,093
Total, net	$	486,529	$	526,778

The Company did not recognized loss from inventory valuation for the nine months ended September 30, 2017, and a recognized a loss of $12,700 on physical inventory for the nine months ended September 30, 2016.

F-15

MULLAN AGRITECH, INC. AND SUBSIDIARIES

NOTES OF CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5 – OTHER RECEIVABLES

Other receivable consisted of the following:

	September 30, 2017		December 31, 2016
Employee’s portion of social benefits	$	4,401	$	6,886
Utilities receivables		6,900		1,312
Employee advances		3,245		3,102
Loan to unrelated party		7,378		7,201
		21,924		18,501
Less: Allowance for doubtful accounts		-		-
	$	21,924	$	18,501

The Company reviews the other receivables on a periodic basis and makes general and specific allowances when there is doubt as to the collectability of individual balances. After evaluating the collectability of individual receivable balances, the Company did not take allowance for accounts as of September 30, 2017 and 2016.

NOTE 6 – PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment at September 30, 2017 and December 31, 2016 consisted of:

	September 30, 2017			December 31, 2016
Building	$	13,356,370		$	12,746,521
Operating equipment		2,945,932			2,798,754
Vehicle		57,190			78,139
Office equipment		21,081			19,203
Apple orchard		1,044 ,602			921,729
		17,425,175			16,564,346
Less: accumulated depreciation		(1,241,219	)		(667,253	)
	$	16,183,956		$	15,897,093

F-16

MULLAN AGRITECH, INC. AND SUBSIDIARIES

NOTES OF CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6 – PROPERTY, PLANT AND EQUIPMENT (CONTINUED)

For the nine months ended September 30, 2017 and 2016, depreciation expense amounted to $532,856 and $314,437, respectively. Depreciation is not taken during the period of construction or equipment installation. Upon completion of the installation of manufacturing equipment or any construction in progress, construction in progress balances will be classified to their respective property and equipment category.

For the nine months ended September 30, 2017 and 2016, no amortization expense of the apple orchard was reported.

An organic fertilizer processing facility, located in Shanghai, was completed in June 2016, with the annual production capacity of 100,000 tons organic fertilizers. The facility was designed with 4 production lines, with total contractual payment of approximately $11 million or RMB 67.7 million.

NOTE 7 – INTANGIBLE ASSETS

Intangible assets consisted of the following:

	September 30,			December 31,
	2017			2016
Land use rights	$	2,808,475		$	2,691,505
Non-patented technology		15,028			14,401
		2,823,503			2,705,906
Less: accumulated amortization		(489,674	)		(301,222	)
	$	2,333,829		$	2,404,684

For the nine months ended September 30, 2017 and 2016, amortization of intangible assets amounted to $42,283 and $37,147, respectively.

F-17

MULLAN AGRITECH, INC. AND SUBSIDIARIES

NOTES OF CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8 – BANK LOAN

Short-term loan of $155,534 represents balance due to Shanghai Jinshan Limin Micro Loan Co., Ltd., with annual interest rate of 16%. This loan was borrowed on March 3, 2017 and due on March 2, 2018. 

Current portion of long-term loans amounted to $3,080,622 representing balance due to Agricultural Bank of China amounting to $1,953,566, with an annual interest rate of 5.70% + ( HongkongInterBank Offered Rate ( “HIBOR” )) and to Rushan City Rural Credit Union amounting to $1,127,056, with an annual interest 8.3125%, due by July 25, 2019.

Long-term loans represent amounts due to lenders that are due more than one year, which consisted of the following:

	September 30,		December 31,
	2017		2016
Loan payable to Agricultural Bank of China, annual interest rate of 5.70% + HIBOR, due by August 25, 2019.	$	1,953,566	$	6,192,664
Loan payable to Rushan City Rural Credit Union, annual interest 8.3125%, due by July 25, 2019.		1,127,056		1,080,116
Total	$	3,080,622	$	7,272,780

As of September 30, 2017, the Company’s future loan obligations according to the terms of the loan agreement are as follows:

Year 1	$	3,236,156
Year 2		3,306,034
Total	$	6,542,190

 The Company recognized interest expenses of $387,292 and $167,065 for the nine months ended September 30, 2017 and 2016, respectively.

F-18

MULLAN AGRITECH, INC. AND SUBSIDIARIES

NOTES OF CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 9 – STOCKHOLDERS DEFICIT

Authorized Stock

The Company has authorized 500,000,000 common shares with a par value of $0.0001 per share.  Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought.

On September 3, 2015, the Board of Directors affected a forward split of the outstanding common stock the Company, such that each one share of outstanding common stock be converted into fifteen shares of common stock as of September 3, 2015, the record date. All relevant information relating to numbers of shares and per share information have been retrospectively adjusted to reflect the reverse stock split for all periods presented

Common Share Issuances

On January 11, 2016, pursuant to an Investment Agreement, the Company issued 129,475,000 shares of its common stock for cash consideration of $64,738.

As of September 30, 2017, the Company has 280,000,000 common shares outstanding.

Paid-in Capital

For the year ended December 31, 2015, the owner of the Company has contributed capital of $1,621,337 as paid-in capital of the Company and converted debt of $14,303,150 into paid-in capital of the Company.

NOTE 10 – RELATED PARTY TRANSACTIONS

*Account receivable and sales from related parties

The Company did not make sales to any related party for the nine months ended September 30, 2017 and 2016. And the Company has no account receivable balance as of September 30, 2017 and December 31, 2016.

*Due from Related Parties

	September 30, 2017		December 31, 2016		Relationship
Shanghai Aoke Chemicals Co., Ltd.	$	-	$	1,375,788	The Company’s CEO is one of Aoke’s shareholders
Mr. Lirong Wang		-		-	The CEO and Chairman of the Company
Mr. Guohua Lin		650		-	One of the Company’s shareholders
Total	$	650	$	1,375,788

The balance due from related parties are due on demand, non-interest bearing and without maturity date.

F-19

MULLAN AGRITECH, INC. AND SUBSIDIARIES

NOTES OF CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 10 – RELATED PARTY TRANSACTIONS (CONTINUED)

*Account payable and purchase from related parties

The Company did not purchase material or service from related parties for the nine months ended September 30, 2017 and 2016.

*Due to related party

Balance due to related parties below are advances from related parties for working capital of the Company which are due on demand, non-interest bearing and without maturity date.

	September 30,		December 31,
	2017		2016		Relationship
Mr. Lirong Wang	$	3,464,926	$	2,583,713	The CEO and Chairman of the Company
Ms. Hui Song		556,015		534,807	Former management team members
Ms. Xueying Sheng		169,153		243,996	The CFO of the Company
Mr. Guohua Lin		33,511		144	One of the Company’s shareholders
Jilin Jiliang biotechnology Co Ltd		8,331		-	Controlled by Company’s manager
Total	$	4,231,936	$	3,362,660

F-20

MULLAN AGRITECH, INC. AND SUBSIDIARIES

NOTES OF CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 11 – CONCENTRATIONS

Customers Concentrations

The following table sets forth information as to each customer that accounted for 10% or more of the Company’s revenues for the nine months ended September 30, 2017 and 2016.

	For the nine months ended
	September 30,
Customer	2017					2016
	Amount		%			Amount		%
A		33,907		13	%		1,241,034		51	%

Suppliers Concentrations

The following table sets forth information as to each supplier that accounted for 10% or more of the Company’s purchase for the nine months ended September 30, 2017 and 2016.

	For the nine months ended
	September 30,
Suppliers	2017					2016
	Amount		%			Amount		%
A		N/A		N/A			1,307,150		38	%
B		108,417		53	%		21,283		17	%
C		51,715		25	%		20,570		17	%

Credit Risks

The Company’s operations are carried out in the PRC. Accordingly, the Company’s business, financial condition and results of operations may be influenced by the political, economic and legal environment in the PRC, and by the general state of the PRC’s economy. The Company’s operations in the PRC are subject to specific considerations and significant risks not typically associated with companies in North America. The Company’s results may be adversely affected by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, and rates and methods of taxation, among other things.

Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash and trade accounts receivable. Substantially all of the Company’s cash is maintained with state-owned banks within the PRC, and none of these deposits are covered by insurance. The Company has not experienced any losses in such accounts and believes it is not exposed to any risks on its cash in bank accounts. A significant portion of the Company’s sales are credit sales which are primarily to customers whose ability to pay is dependent upon the industry economics prevailing in these areas; however, concentrations of credit risk with respect to trade accounts receivables is limited due to generally short payment terms. The Company also performs ongoing credit evaluations of its customers to help further reduce credit risk. At September 30, 2017 and December 31, 2016, the Company’s cash balances by geographic area were as follows:

	September 30, 2017				December 31, 2016
China	$	29,121	100	%	$	17,213	100	%
Total cash and cash equivalents	$	29,121	100	%	$	17,213	100	%

F-21

MULLAN AGRITECH, INC. AND SUBSIDIARIES

NOTES OF CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 12 – INCOME TAXES

United States

Mullan Agritech is established in the State of Nevada in United States and is subject to Nevada State and US Federal tax laws. Mullan Agritech has approximately $102,000 of unused net operating losses (“NOLs”) available for carry forward to future years for U.S. federal income tax reporting purposes. The benefit from the carry forward of such NOLs will begin expiring during the year ended December 31, 2034. Because United States tax laws limit the time during which NOL carry forwards may be applied against future taxable income, the Company may be unable to take full advantage of its NOLs for federal income tax purposes should the Company generate taxable income. Further, the benefit from utilization of NOL carry forwards could be subject to limitations due to material ownership changes that could occur in the Company as it continues to raise additional capital. Based on such limitations, the Company has significant NOLs for which realization of tax benefits is uncertain.

Hong Kong

Muliang HK is established in Hong Kong and its income is subject to a 16% profit tax rate for income sourced within the country. During the nine months ended September 30, 2017 and 2016, Muliang HK did not earn any income derived in Hong Kong, and therefore was not subject to Hong Kong Profits Tax.

China, PRC

Shanghai Mufeng and its subsidiaries Muliang Industry, Zongbao, ZongbaoCangzhou, Muliang Sales, Fukang, Agritech Development, Ningling, Zhongliang and Yunnan Muliang are established in China and its income is subject to income tax rate of 25%.

F-22

MULLAN AGRITECH, INC. AND SUBSIDIARIES

NOTES OF CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 12 – INCOME TAXES (CONTINUED)

The reconciliation of effective income tax rate as follows:

	For the Nine Months Ended
	September 30,			September 30,
	2017			2016
US Statutory income tax rate		35	%		35	%
Lower rates in PRC, net		(10	)%		(10	)%
Valuation allowance		(25	)%		(25	)%
Total		—			—

The tax effects of temporary differences that give rise to the Company’s net deferred tax assets as follows: 

	September 30, 2017
PRC income tax at statutory rate		—
Less: valuation allowance		—
Net deferred tax asset		—

F-23

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

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

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

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

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

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

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

2

Overview

During the period from our formation in November 2014 to October 2015, we did not generate any significant revenue, and accumulated no significant assets, as we explored various business opportunities.

On February 10, 2016, Muliang Industry Co., Ltd. (“Muliang Industry”) entered into an entrusted management agreement with Muliang Agriculture Ltd.’s wholly owned subsidiary, Shanghai Mufeng Investment Consulting Co., Ltd. (“Shanghai Mufeng”), which provides that Shanghai Mufeng will be entitled to the full guarantee for the performance of such entrusted management agreement entered into by the Company. Muliang Agriculture Ltd. (“Muliang HK”) was incorporated in Hong Kong, PRC on August 21, 2014. Other than the equity interest in Shanghai Mufeng, Muliang HK does not own any assets or conduct any operations. Shanghai Mufeng is also entitled to receive the residual return of the Company. As a result of the agreement, Shanghai Mufeng will absorb 100% of the expected gains or losses of the Company, which results in Shanghai Mufeng being the primary beneficiary of the Company.

Shanghai Mufeng also entered into a pledge of equity agreement with the principal shareholders of the Company (the “Principal Shareholders”), who pledged all their equity interest in the entity to Shanghai Mufeng. The pledge of equity agreement, which were entered into by each Principal Shareholder, pledged each of the Principal Shareholders’ equity interest in the Company as a guarantee for the entrustment payment under the Entrusted Management Agreements. In addition, Shanghai Mufeng entered into an option agreement to acquire the Principal Shareholders’ equity interest in these entities if or when permitted by the PRC laws.

Based on these exclusive agreements, the Company will be treated as a variable interest entity (“VIE”) of Muliang HK as required by generally accepted accounting principles in the United States (“US GAAP”), because Muliang HK is the primary beneficiary of the VIE. The profits and losses of the Company are allocated based upon the Entrusted Management Agreement.

On February 10, 2016, we entered into a Share Exchange Agreement (the “Exchange Agreement”) with Muliang HK. Pursuant to the terms of the Exchange Agreement, the shareholders of Muliang HK transferred to MullanAgritech all of the Muliang HK Shares in exchange for the issuance of 150,525,000 shares of our common stock (the “Share Exchange”). As a result of the Share Exchange, Muliang HK became a wholly-owned subsidiary of us and the shareholders of Muliang HK acquired approximately 100% of our issued common shares.

The effect of the Share Exchange is such that effectively a reorganization of the entities has occurred for accounting purposes and is deemed to be a reverse acquisition. Subsequent to the Share Exchange the financial statements presented are those of a combined Muliang HK and its subsidiaries, including its VIE, Muliang Industry, as if the Share Exchange had been in effect retroactively for all periods presented. As previously noted the “Company” for financial statement purposes was the consolidation of Muliang HK, Shanghai Mufeng, Muliang Industry and Muliang Industry’s subsidiaries. Muliang Industry’s subsidiaries include its wholly-owned subsidiaries which are limited liability companies in People’s Republic of China (“PRC”), Shanghai Zongbao Environment Engineering Co., Ltd. (“Zongbao”) and Shanghai MuliangAgritech Development Co., Ltd. (“Agritech Development”); its 99% owned subsidiary, WeihaiFukang Bio-Fertilizer Co., Ltd. (“Fukang”), a PRC limited liability company, and Shanghai Muliang Agricultural Sales Co., Ltd. (Muliang Sales), a PRC limited liability company found in July 2015.

Subsequent to the Share Exchange the “Company” is referred to as the consolidation of Muliang HK, Shanghai Mufeng, Muliang Industry, Zongbao, Fukang, Agritech Development, Muliang sales, and MullanAgritech, with MullanAgritech as the legal acquirer in Share Exchange, and subsequent to the Share Exchange the parent company of the consolidated entity. For financial reporting purposes, Muliang HK was considered the acquirer in such transaction.

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We are principally engaged in the agricultural sector in the People’s Republic of China (“PRC”). Currently, we have one fertilizer processing plant located in Shanghai in the PRC. Our current maximum production capacity is 30,000 metric tons a year. We are currently building 2 new fertilizer plants in Weihai City, Shandong Province and in Shanghai in the PRC. One of the new plants located in Weihai City was in operations in August 2015 with annual production capacity of 100,000 metric tons. Another new plant located in Shanghai has been completed in June 2016 with annual production capacity of 100,000 metric tons. This facility was designed with 4 production lines, with total contractual payment of approximately $11 million or RMB 67.7 million. While this facility has not put in operations since its completion. Part of the plant was rent to HuayuSandian Automobile Air Conditioner Co. Ltd. as warehouse from June 1, 2016 to June 30, 2017, with a total rent of $235,705. We have an organic fertilizer processing facility, located in Weihai City, Shandong Province, with the annual production capacity of 50,000 tons organic fertilizers. The facility was designed with 2 production lines, with total contractual payment of approximately $4.6 million or RMB 28 million, and had been completed on August 2015.

Our products are sold under the “Zongbao” brand name. Our customers are mainly located in provinces of Jiangsu, Zhejiang and Shandong.

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

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

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

Critical Accounting Policies

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

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

Basis of Presentation

Our consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States, or U.S. GAAP.

Going Concern

As reflected in the accompanying consolidated financial statements, we had net accumulated deficit of $15,598,851 and $14,101,952 as of September 30, 2017 and December 31, 2016. Our cash balances as of September 30, 2017 and December 31, 2016 were $29,121 and $17,213, respectively. We had short-term payable of $14.5 million at September 30, 2017, which is due within the next 12 months. In addition, we had a working capital deficit of $13,863,935 and $9,544,224 at September 30, 2017 and December 31, 2016 respectively. These matters raise substantial doubt about the company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to further implement its business plan, raise additional capital, and generate more revenues. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Principles of Consolidation

The consolidated financial statements include the accounts of Mullan Agritech, Muliang HK, Shanghai Mufeng, Muliang Industry, Zongbao, Fukang, Agritech Development, Zongbao Cangzhou, Ningling Fertilizer, Muliang Sales, Zhonglian ,and Yunnan Muliang. All intercompany transactions and account balances are eliminated in consolidation.

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Use of Estimates

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

Accounts Receivable

We state accounts receivable at cost, net of allowance for doubtful accounts. Based on our past experience and current practice in the PRC, management provides for an 100% allowance for doubtful accounts equivalent to those accounts that are not collected within one year plus 50% for receivables outstanding for six months old. It is management’s belief that the current bad debt allowance adequately reflects an appropriate estimate based on management’s judgment.

Inventory Valuation

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

Apple Orchard

Apple Orchard consists primarily of rental for an apple farm, labor cost, fertilizers, apple seeds, apple seedlings and others. The costs to purchase and cultivate apple trees and the expenditures related to labor and materials to plant apple trees until they become commercially productive are capitalized, which require a 2-year period. The estimated production life for apple tree is 10 years, and the costs are amortized without a residual value. Expenses incurred maintaining apple trees during the growth cycle until seedling apple trees or grafted varieties are fruited are capitalized into inventory and included in Work in process—apple orchard, a component of inventories.

Amortized expenses pertaining to apple orchard are included in inventory costs for those apples to be sold and ultimately become a component of cost of goods sold. Similar to other assets, the failure of our apple orchard to be serviceable over the entirety of their anticipated useful lives or to be sold at their anticipated residual value will negatively impact our operating results.

Revenue Recognition

Our revenue recognition policies are in compliance with Securities Exchange Commission (“SEC”) Staff Accounting Bulletin (“SAB”) 104 (codified in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 605). Sales revenue is recognized after delivery is complete, customer acceptance of the product occurs and collectability is reasonably assured. Payments received before satisfaction of all relevant criteria for revenue recognition are recorded as unearned revenue. Unearned revenue consists of payments received from customers prior to customer acceptance of our products.

Sales revenue represents the invoiced value of goods, net of value-added tax, or VAT. Our products sold and services provided in China are subject to VAT of 13% of gross sales price. This VAT may be offset by VAT paid by us on raw materials and other materials included in the cost of producing the finished product. We recorded VAT payable and VAT receivable net of payments in the financial statements. The VAT tax return is filed offsetting the payables against the receivables.

Income Taxes

We account for income taxes in accordance with Statement of Financial Accounting Standard No. 109, “Accounting for Income Taxes.” We compute our provision for income taxes based on the statutory tax rates and tax planning opportunities available to us in the PRC. Significant judgment is required in evaluating our tax positions and determining our annual tax position.

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New Accounting Standards

In May 2016, the FASB issued ASU 2016-12, “Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients”. The amendments, among other things: (1) clarify the objective of the collectability criterion for applying paragraph 606-10-25-7; (2) permit an entity to exclude amounts collected from customers for all sales (and other similar) taxes from the transaction price; (3) specify that the measurement date for noncash consideration is contract inception; (4) provide a practical expedient that permits an entity to reflect the aggregate effect of all modifications that occur before the beginning of the earliest period presented when identifying the satisfied and unsatisfied performance obligations, determining the transaction price, and allocating the transaction price to the satisfied and unsatisfied performance obligations; (5) clarify that a completed contract for purposes of transition is a contract for which all (or substantially all) of the revenue was recognized under legacy GAAP before the date of initial application, and (6) clarify that an entity that retrospectively applies the guidance in Topic 606 to each prior reporting period is not required to disclose the effect of the accounting change for the period of adoption. The effective date of these amendments is at the same date that Topic 606 is effective. The Company is currently in the process of evaluating the impact of the adoption on its consolidated financial statements.

In June 2016, the FASB issued Accounting Standards Update No. 2016-13 (ASU 2016-13) “Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss methodology, which will result in more timely recognition of credit losses. ASU 2016-13 is effective for annual reporting periods, and interim periods within those years beginning after December 15, 2019. The Company is currently in the process of evaluating the impact of the adoption on its consolidated financial statements.

In August 2016, the FASB issued ASU No. 2016-15, Classification of Certain Cash Receipts and Cash Payments, which is intended to reduce diversity in practice in how certain cash receipts and payments are presented and classified in the statement of cash flows. The standard provides guidance in a number of situations including, among others, settlement of zero-coupon bonds, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, and distributions received from equity method investees. The ASU also provides guidance for classifying cash receipts and payments that have aspects of more than one class of cash flows. The Company is currently in the process of evaluating the impact of the adoption on its consolidated financial statements.

In October 2016, the FASB issued ASU 2016-17, “Consolidation (Topic 810): Interests Held through Related Parties That Are under Common Control”. These amendments change the evaluation of whether a reporting entity is the primary beneficiary of a variable interest entity by changing how a reporting entity that is a single decision maker of a variable interest entity treats indirect interests in the entity held through related parties that are under common control with the reporting entity. If a reporting entity satisfies the first characteristic of a primary beneficiary (such that it is the single decision maker of a variable interest entity), the amendments require that reporting entity, in determining whether it satisfies the second characteristic of a primary beneficiary, to include all of its direct variable interests in a variable interest entity and, on a proportionate basis, its indirect variable interests in a variable interest entity held through related parties, including related parties that are under common control with the reporting entity. The amendments in this ASU are effective for public business entities for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. If an entity adopts the pending content that links to this paragraph in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The Company is currently in the process of evaluating the impact of the adoption on its consolidated financial statements.

In November 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230): Restricted Cash”. These amendments require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. As a result, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The amendments do not provide a definition of restricted cash or restricted cash equivalents. The amendments in this ASU are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. The amendments should be applied using a retrospective transition method to each period presented. The Company is currently in the process of evaluating the impact of the adoption on its consolidated financial statements.

In December 2016, the FASB issued ASU 2016-20, “Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers”. The amendments in ASU 2016-20 affect narrow aspects of the guidance issued in ASU 2014-09 including Loan Guarantee Fees, Contract Costs, Provisions for Losses on Construction-Type and Production-Type Contracts, Disclosure of Remaining Performance Obligations, Disclosure of Prior Period Performance Obligations, Contract Modifications, Contract Asset vs. Receivable, Refund Liabilities, Advertising Costs, Fixed Odds Wagering Contracts in the Casino Industry, and Costs Capitalized for Advisors to Private Funds and Public Funds. The effective date of these amendments are at the same date that Topic 606 is effective. Topic 606 is effective for public entities for annual reporting periods beginning after December 15, 2017, including interim reporting periods therein (i.e., January 1, 2018, for a calendar year entity). The Company is currently in the process of evaluating the impact of the adoption on its consolidated financial statements.

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

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Results of Operations

We focus on the implementation of our strategic plan to complete our new fertilizer production facilities. Those two new facilities were designed with 50,000 metric tons and 100,000 metric tons of fertilizer production capacities. With completion of the two new factories, we would be able to expand our market shares in Jiangsu, Zhejiang and Shandong Province, PRC. One of our two new fertilizer factories located in Weihai City, Shandong Province was completed in May 2015 and put in operations in August 2015, and another located in Shanghai City was completed in June 2016.

For the Three Months Ended September 30, 2017 and 2016

	For the Three Months Ended September 30,
	2017			2016			Fluctuation
	$			$			$			%
Revenues		112,799			527,715			(414,916	)		-79	%
Cost of goods sold		54,007			338,126			(284,119	)		-84	%
Gross profit		58,792			189,589			(130,797	)
Gross margin		52	%		36	%
Operating expenses:
General and administrative expenses		511,305			298,341			212,964			71	%
Selling expenses		12,724			75,481			(62,757	)		-83	%
Total operating expenses		524,029			373,822			150,207			40	%
Loss from operations		(465,237	)		(184,233	)		(281,004	)		153	%
Other income (expense):
Interest expense		(134,236	)		(139,350	)		5,114			-4	%
Gain on recovery of receivables written-off					218,616			(218,616	)
Other income (expense), net		33,686			(478,253	)		511,939			-107	%
Total other income (expense)		(100,550	)		(398,987	)		298,437			-75	%
Loss before income taxes		(565,787	)		(583,220	)		17,433			-3	%
Income taxes		260			-			260
Net income (loss)		(566,047	)		(583,220	)		17,173			-3	%

Revenue. Total revenue decreased from $527,715 for the three months ended September 30, 2016 to $112,799 for the same period in 2017, which represented a decrease of $414,916, or approximately 79%. The decrease in revenue is mainly due to the decrease in market demand for our products.

Cost of sales. Cost of sales decreased from $338,126 for the three months ended September 30, 2016 to $54,007 for the three months ended September 30, 2017, which represented a decrease of approximately $284,119, or 84%. The decrease in cost of sales was in line with the decrease in our revenue from fertilizer sales for the same period.

Gross Profit (loss). The gross profit sharply decreased from $189,589 for the three months ended September 30, 2016 to gross profit of $58,792 for the three months ended September 30, 2017. The gross profit margin increased from 36% for the three months ended September 30, 2016 to 52% for the three months ended September 30, 2017. We reduced the prices temporarily for some products to re-position our products in the market which was the main reason for the higher gross margin for the three months ended September 30, 2017.

Expenses. We incurred $12,724 in selling expenses for the three months ended September 30, 2017, compared to $75,481 for the three months ended September 30, 2016. We incurred $511,305 in general and administrative expenses for the three months ended September 30, 2017, compared to $298,341 for the three months ended September 30, 2016. Selling, general and administrative expenses increased by $150,207, or 40% for the three months ended September 30, 2017 as compared to the same period in 2016. Our selling expenses decreased by $62,757 and our general and administrative expenses increased by $212,964. The major decrease in our selling expenses was from our shipping cost. The major increase in our general and administrative expenses was from the more payroll expense. 

Interest income (expense). We incurred $134,236 in interest expense during the three months ended September 30, 2017, compared with interest expense of $139,350 for the three months ended September 30, 2016.

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Net Loss. Our net loss was $566,047 for the three months ended September 30, 2017, compared with net loss of $583,220 for the three months ended September 30, 2016, representing an decrease of $17,173 in net loss.  

For the Nine Months Ended September 30, 2017 and 2016

	For the Nine Months Ended September 30,
	2017			2016			Fluctuation
	$			$			$			%
Revenues		266,934			1,054,896			(787,962	)		-75	%
Cost of goods sold		177,272			725,813			(548,541	)		-76	%
Gross profit		89,662			329,083			(239,421	)
Gross margin		34	%		31	%
Operating expenses:
General and administrative expenses		1,187,682			1,028,433			159,249			15	%
Selling expenses		83,265			187,807			(104,542	)		-56	%
Total operating expenses		1,270,947			1,216,240			54,707			4	%
Loss from operations		(1,181,285	)		(887,157	)		(294,128	)		33	%
Other income (expense):
Interest expense		(387,292	)		(167,065	)		(220,227	)		132	%
Loss from disposal of fixed assets					218,616			(218,616	)
Other income (expense), net		90,923			1,249,925			(1,159,002	)		-93	%
Total other income (expense)		(296,369	)		1,301,476			(1,597,845	)		-123	%
Loss before income taxes		(1,477,654	)		414,319			(1,891,973	)		-457	%
Income taxes		26,145			27,046			(901	)		-3	%
Net income (loss)		(1,503,799	)		387,273			(1,891,072	)		-488	%

Revenue. Total revenue decreased from $1,054,896 for the nine months ended September 30, 2016 to $266,934 for the same period in 2017, which represented a decrease of $787,962, or approximately 75%. The decrease in revenue is mainly due to the decrease in market demand for our products.

Cost of sales. Cost of sales decreased from $725,813 for the nine months ended September 30, 2016 to $177,272 for the nine months ended September 30, 2017, which represented a decrease of approximately $548,541, or 76%. The decrease in cost of sales was in line with the decrease in our revenue from fertilizer sales for the same period.

Gross Profit (loss). The gross profit sharply decreased from $329,083 for the nine months ended September 30, 2016 to gross profit of $89,662 for the nine months ended September 30, 2017. The gross profit margin increased from 31% for the nine months ended September 30, 2016 to 34% for the nine months ended September 30, 2017. We increased the prices temporarily for some products to re-position our products in the market which was the main reason for the higher gross margin for the nine months ended September 30, 2017.

Expenses. We incurred $83,265 in selling expenses for the nine months ended September 30, 2017, compared to $187,807 for the nine months ended September 30, 2016. We incurred $1,187,682 in general and administrative expenses for the nine months ended September 30, 2017, compared to $1,028,433 for the nine months ended September 30, 2016. Selling, general and administrative expenses increased by $54,707, or 4% for the nine months ended September 30, 2017 as compared to the same period in 2016. Our selling expenses decreased by $104,542 and our general and administrative expenses increased by $159,249. The major decrease in our selling expenses was from our shipping cost. The major increase in our general and administrative expenses was from increase in payroll expense. 

Interest income (expense). We incurred $387,292 in interest expense during the nine months ended September 30, 2017, compared with interest expense of $167,065 for the nine months ended September 30, 2016.

Net Loss. Our net loss was $1,503,799 for the nine months ended September 30, 2017, compared with net income of $387,273 for the nine months ended September 30, 2016, representing a significant decrease of $1,891,072 in net loss. The significant turning point from net income to net loss were due to sharply decrease in sales, and the increase in interest expense.

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Liquidity and Capital Resources

Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations and otherwise operate on an ongoing basis. At September 30, 2017 and December 31, 2016 our working capital deficit was $13,863,935 and $9,544,224, respectively, mainly reflecting decreases in our current assets, including $1,375,138 decrease in due from related party, $343,965 decrease in accounts receivable.

We have financed our operations over the nine months ended September 30, 2017 and 2016 primarily through cash from borrowings under our lines of credit with various lenders and related parties in the PRC.

The components of cash flows are discussed below: 

	For the Nine Months Ended
	September 30,
	2017			2016
Net cash provided by (used in) operating activities	$	(937,424	)	$	5,304,791
Net cash used in investing activities		1,264,488			(6,320,292	)
Net cash provided by financing activities		(315,099	)		1,079,820
Exchange rate effect on cash		(57	)		(1,225	)
Net cash inflow (outflow)	$	11,908		$	63,094

Cash Used in Operating Activities

Net cash used in operating activities was $937,424 for the nine months ended September 30, 2017. Cash used in operating activities for the nine months ended September 30, 2017 consisted primarily of net loss of $1,503,799 which was adjusted by depreciation and amortization of $575,139, bad debt expense of $22,115. The Company had a decrease of $333,558 in account receivable, a decrease of $61,739 in our inventories, a decrease of $126,898 in prepaid expense, an increase of $862,992 in other payable which were offset by a decrease of $1,409,172 in accounts payable and accrued payables, and an increase of $5,539 in advances to suppliers.

Net cash provided by operating activities was $5,304,791 for the nine months ended September 30, 2016. Cash provided by operating activities for the nine months ended September 30, 2016 consisted primarily of net income of $387,273 which was adjusted by depreciation and amortization of $363,501, bad debt expense of $51,583, write-down or loss from inventory of $12,700. The Company had a decrease of $145,122 in account receivable, an increase of $46,582 in our inventories, a decrease of $143,868 in prepaid expense, a decrease of $161,999 in other receivable which were offset by an increase of $283,343 in other payable and an increase of $4,193,965 in account payable - related party.

Cash Provided by Investing Activities

Net cash provided by investing activities was $1,264,488 for the nine months ended September 30, 2017. The activities primarily consisted of purchase of biological assets of $137,820, offset by the proceeds from our related party of $1,403,043 for the nine months ended September 30, 2017.

Net cash used in investing activities was $6,320,292 for the nine months ended September 30, 2016. The activities primarily consisted of our investments of $3,128,334 in the new fertilizer factory construction projects in Shanghai City, purchase of plant and equipment of $1,527,199, and the advance to our related party of $1,527,199 for the nine months ended September 30, 2016. Our Weihai factory was completed in May 2015 and put in operations in August 2015. The construction project was completed and $10,507,535 was transferred to fixed asset.

Cash Used in Financing Activities

Net cash used in financing activities was $315,099 for the nine months ended September 30, 2017. During the period, cash used in financing activities consisted of the capital borrowing of $708,303 offset by repayment of $1,023,402 for short term borrowing.

Net cash provided by financing activities was $1,079,820 for the nine months ended September 30, 2016. During the period, cash used in financing activities consisted of the capital borrowing of $1,064,621 from related parties, proceeds of $1,215,953 from short term borrowing, offset by repayment of $1,200,754 in long term loan.

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

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Contractual Commitments and Commitments for Capital Expenditure

Contractual Commitments

The following table summarizes our contractual obligations at September 30, 2017 and the effect those obligations are expected to have on our liquidity and cash flow in future periods.

	Payments Due by Period as of June 30, 2017
	Total		Less than 1 Year		1 – 3 Years		3 – 5 Years		Over 5 Years
Contractual obligations
Loans	$	6,542,190	$	3,236,156	$	3,306,034	$	—	$	—
Others		—		—		—		—		—
	$	6,542,190	$	3,236,156	$	3,306,034	$	—	$	—

Commitments for Capital Expenditure

We have completed building a new fertilizer factory in June 2016. The new plant, located in Shanghai has annual production capacity of 100,000 metric tons. During the nine months ended September 30, 2016 and 2015, we had invested approximately $0.28 million and $4.73 million, respectively, in constructing this new fertilizer plants in Shanghai. This facility has not put in operations since its completion. Part of the plant was rent to HuayuSandian Automobile Air Conditioner Co. Ltd as warehouse from June 1, 2016 to May 31, 2017, with a total rent of $235,705.

Off Balance Sheet Items

Under SEC regulations, we are required to disclose off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, such as changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. An off-balance sheet arrangement means a transaction, agreement or contractual arrangement to which any entity that is not consolidated with us is a party, under which we have:

● any obligation under certain guarantee contracts,

● any retained or contingent interest in assets transferred to an unconsolidated entity or similar arrangement that serves as credit, liquidity or market risk support to that entity for such assets,

● any obligation under a contract that would be accounted for as a derivative instrument, except that it is both indexed to our stock and classified in shareholder equity in our statement of financial position, and

● any obligation arising out of a material variable interest held by us in an unconsolidated entity that provides financing, liquidity, market risk or credit risk support to us, or engages in leasing, hedging or research and development services with us.

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

10

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Not applicable because we are a smaller reporting company. 

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) (the Company’s principal financial and accounting officer), of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Company’s CEO and CFO concluded that the Company’s disclosure controls and procedures are not effective as of September 30, 2017 to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure for the reason described below.

Because of our limited operations, we have limited number of employees which prohibits a segregation of duties. In addition, we lack a formal audit committee with a financial expert. As we grow and expand our operations we will engage additional employees and experts as needed. However, there can be no assurance that our operations will expand.

Changes in Internal Control Over Financial Reporting

During the three months ended September 30, 2017, there has been no change in our internal controls over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting. We will continue to monitor the deficiencies identified in internal controls and make changes that our management deems necessary.  

11

PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

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

Item 1A. Risk Factors.

Not required because we are a smaller reporting company. 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

There were no unregistered sales of the Company’s equity securities during the three months ended September 30, 2017, that were not otherwise disclosed in a Current Report on Form 8-K.  

Item 3. Defaults Upon Senior Securities.

There has been no default in the payment of principal, interest, sinking or purchase fund installment, or any other material default, with respect to any indebtedness of the Company. 

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information. 

There is no other information required to be disclosed under this item which was not previously disclosed.

12

Item 6. Exhibits.

Exhibit Number	Description
31.1	Certifications of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1+	Certifications of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2+	Certifications of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document.
101.LAB	XBRL Taxonomy Extension Label Linkbase Document.
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document.
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document.

+ In accordance with the SEC Release 33-8238, deemed being furnished and not filed.

13

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, thereunto duly authorized. 

Date: November 20, 2017	MULLAN AGRITECH, INC.
	By:	/s/ Lirong Wang
	Name:	Lirong Wang
	Title:	Chief Executive Officer & Chief Financial Officer
		(Principal Executive and Accounting Officer)

14

EX-31.1

EXHIBIT 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER & CHIEF FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, Lirong Wang, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of MullanAgritech, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13-a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

	MullanAgritech, Inc.
Dated: November 20, 2017	By:	/s/ Lirong Wang
		Lirong Wang
		Chief Executive Officer and Chief Financial Officer
		(Principal Executive Officer and Principal Accounting Officer)

EX-32.1

EXHIBIT 32.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT of 2002

In connection with the Quarterly Report of MullanAgritech, Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2017 as filed with the Securities and Exchange Commission on the date hereof (the “Quarterly Report”), Lirong Wang, Chief Executive Officer of the Company, certifies, pursuant to 18 U.S.C. section 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that:

1.	The Quarterly Report, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.	The information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

	MullanAgritech, Inc.
Dated: November 20, 2017	By:	/s/ Lirong Wang
		Lirong Wang
		Chief Executive Officer
		(Principal Executive Officer)

EX-32.2

EXHIBIT 32.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT of 2002

In connection with the Quarterly Report of MullanAgritech, Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2017 as filed with the Securities and Exchange Commission on the date hereof (the “Quarterly Report”), Lirong Wang, Chief Financial Officer of the Company, certifies, pursuant to 18 U.S.C. section 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that:

1.	The Quarterly Report, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.	The information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

	MullanAgritech, Inc.
Dated: November 20, 2017	By:	/s/ Lirong Wang
		Lirong Wang
		Chief Financial Officer
		(Principal Accounting Officer)

XML

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2017	Nov. 20, 2017
Document and Entity Information [Abstract]
Entity Registrant Name	MULLAN AGRITECH, INC.
Entity Central Index Key	0001629665
Trading Symbol	MHDG
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Type	10-Q
Document Period End Date	Sep. 30, 2017
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2017
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		280,000,000

XML

Unaudited Condensed Consolidated Balance Sheets - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Current Assets:
Cash and cash equivalents	$ 29,121	$ 17,213
Restricted cash
Accounts receivable, net	111,418	455,383
Inventories	486,529	526,778
Prepaid expenses	15,933	12,774
Other receivables, net	21,924	18,501
Due from related party	650	1,375,788
Total Current Assets	665,575	2,406,437
Property, plant and equipment, net	16,183,956	15,897,093
Intangible assets, net	2,333,829	2,404,684
Other assets and deposits	55,688	174,091
Total Assets	19,239,048	20,882,305
Current Liabilities:
Short-term loans	155,534
Current portion of long term loan	3,080,622	1,152,124
Accounts payable and accrued payables	3,806,500	5,162,402
Advances from customers	9,140	8,611
Other payables	3,245,778	2,264,864
Due to related party	4,231,936	3,362,660
Total Current Liabilities	14,529,510	11,950,661
Long-term loans	3,306,034	6,120,656
Total Liabilities	17,835,544	18,071,317
Stockholders' Equity:
Common stock, $0.0001 par value, 500,000,000 shares authorized, 280,000,000 shares and 150,525,000 shares issued and outstanding as of September 30, 2017 and December 31, 2016 respectively.	28,000	28,000
Additional paid in capital	16,795,185	16,795,185
Accumulated deficit	(15,598,851)	(14,101,952)
Accumulated other comprehensive gain	188,086	92,466
Stockholders' Equity (Deficit) - Mullan Agritech Inc. and Subsidiaries	1,412,420	2,813,699
Noncontrolling interest	(8,916)	(2,711)
Total Stockholders' Equity (Deficit)	1,403,504	2,810,988
Total Liabilities and Stockholders' Equity	$ 19,239,048	$ 20,882,305

XML

Unaudited Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2017	Dec. 31, 2016
Statement of Financial Position [Abstract]
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	280,000,000	150,525,000
Common stock, shares outstanding	280,000,000	150,525,000

XML

Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Income Statement [Abstract]
Revenues	$ 112,799	$ 527,715	$ 266,934	$ 1,054,896
Cost of goods sold	54,007	338,126	177,272	725,813
Gross profit (loss)	58,792	189,589	89,662	329,083
Operating expenses:
General and administrative expenses	511,305	298,341	1,187,682	1,028,433
Selling expenses	12,724	75,481	83,265	187,807
Total operating expenses	524,029	373,822	1,270,947	1,216,240
Loss from operations	(465,237)	(184,233)	(1,181,285)	(887,157)
Other income (expense):
Interest expense	(134,236)	(139,350)	(387,292)	(167,065)
Subsidy income		83,549		1,460,664
Loss from disposal of fixed assets		(5,234)		(43,495)
Gain on recovery of receivables written-off		218,616		218,616
Gain on sale of equipment		32,875		32,875
Other income (expense), net	33,686	(589,443)	90,923	(200,119)
Total other income (expense)	(100,550)	(398,987)	(296,369)	1,301,476
Loss before income taxes	(565,787)	(583,220)	(1,477,654)	414,319
Income taxes	260		26,145	27,046
Net income (loss)	(566,047)	(583,220)	(1,503,799)	387,273
Net income (loss) attributable to noncontrolling interest	(2,207)	(1,251)	(6,900)	5,251
Net income (loss) attributable to Mullan Agritech Inc. common stockholders	(563,840)	(581,969)	(1,496,899)	382,022
Other comprehensive income (loss):
Unrealized foreign currency translation adjustment	32,692	135,836	96,314	57,236
Total Comprehensive loss	$ (533,355)	$ (447,384)	$ (1,407,485)	$ 444,509
Earnings per common share
Basic and diluted	$ 0.00	$ 0.00	$ 0.01	$ 0.00
Weighted average common shares outstanding
Basic	280,000,000	280,000,000	280,000,000	280,000,000
Diluted	280,000,000	280,000,000	280,000,000	280,000,000

XML

Unaudited Condensed Consolidated Statements of Cash Flows - USD ($)	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$ (1,503,799)	$ 387,273
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization	575,139	363,501
Loss on disposal of fixed asset		43,495
Bad debt expense	22,115	51,583
Write-down or loss on inventory		12,700
Changes in assets and liabilities:
Restricted cash	1,055
Accounts receivable	333,558	145,122
Accounts receivable - related party		63,841
Inventories	61,739	(59,282)
Related parties receivable
Advances to suppliers	(5,539)	(52,377)
Advances to suppliers - related party
Prepaid expenses	126,898	(143,868)
Other receivables	(2,560)	161,999
Accounts payable and accrued payables	(1,409,172)	4,193,965
Accounts payable - related party		(148,308)
Advances from customers	151	1,804
Other payables	862,991	283,343
Net cash used in operating activities	(937,424)	5,304,791
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of biological assets	(137,820)
Purchase of plant and equipment		(1,476,167)
Proceeds from related party	1,403,043
Advance to related party		(1,527,199)
Disposal of (investment in) long term investment		7,600
Proceeds from sale of property and equipment		461
Long term investment	(735)
Improvement of apple orchard		(196,653)
Investment in construction in progress		(3,128,334)
Net cash used in investing activities	1,264,488	(6,320,292)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from shore-term loans		1,215,953
Capital borrowed from (repaid to) related parties	708,303	1,064,621
Proceeds from (Repayment to) related party
Repayment of long-term loans		(1,200,754)
Repayment of short-term loans	(1,023,402)
Net cash provided by financing activities	(315,099)	1,079,820
EFFECT OF EXCHANGE RATE CHANGES ON CASH	(57)	(1,225)
NET INCREASE (DECREASE) IN CASH	11,908	63,094
CASH, BEGINNING OF PERIOD	17,213	13,217
CASH, END OF PERIOD	29,121	76,311
Cash paid during the period for:
Cash paid for interest expense, net of capitalized interest	446,495	162,687
Cash paid for income tax		$ 27,046

XML

Organization and Nature of Operations

9 Months Ended

Sep. 30, 2017

Organization and Nature of Operations [Abstract]

ORGANIZATION AND NATURE OF OPERATIONS

NOTE 1 – ORGANIZATION AND NATURE OF OPERATIONS

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

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

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

History

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

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

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

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

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

On January 27, 2015, Muliang HK incorporated a wholly foreign-owned enterprise, Shanghai Mufeng Investment Consulting Co., Ltd (“Shanghai Mufeng”), in the People’s Republic of China (“PRC”).

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

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

On September 3, 2015, MullanAgritech effected a split of its outstanding common stock resulting in an aggregate of 150,525,000 shares outstanding of which 120,000,000 were owned by Chenxi Shi the founder of MullanAgritech and its sole officer and director. The remaining 30,525,000 were held by a total of 39 investors.

On January 11, 2016, MullanAgritech issued 129,475,000 shares of its common stock to Lirong Wang for an aggregate consideration of $64,737.50. On the same date, Chenxi Shi, the sole officer and director of MullanAgritech on that date, transferred 120,000,000 shares of the common stock of the Company held by him to Lirong Wang for $800 pursuant to a transfer agreement.

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

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

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

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

On October 27, 2016, Muliang Industry established a wholly-owned subsidiary, Yunnan Muliang Animal Husbandry Development Co., Ltd. (“Yunnan Muliang”) in Yunnan Province, China. Muliang Industry owns 55% shares of Yunnan Muliang, and a third-party company, Shuangbai County Development Investment Co., Ltd. owns the other 45% shares. Yunnan Muliang, with registered capital of RMB 20,000,000, was established for the development of sales in the western region of China.

Muliang HK, Shanghai Mufeng, Muliang Industry, Zongbao, ZongbaoCangzhou, Muliang Sales, Fukang, Agritech Development, Ningling Fertilizer, MullanAgritech, Yunnan Muliang and Zhonglian are referred to as subsidiaries the Company and its consolidated subsidiaries are collectively referred to herein as the “Company”, “we” and “us”, unless specific reference is made to an entity.

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

Liquidity and 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 extinguished 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 the liquidation of current assets. For the nine months ended September 30, 2017 and 2016, the Company reported net loss of $1,503,799 and net income of $387,273, respectively. The Company had working capital deficit of approximately $13.86 million and $9.54 million as of September 30, 2017 and December 31, 2016. In addition, the Company had net cash outflow of $937,423 and net cash inflow of $5,304,791 from its operating activities during the nine months ended September 30, 2017 and 2016. The Company incurred a loss from operation of $1,181,285 and interest expense of $387,292 for the nine months ended September 30, 2017. These conditions raise a substantial doubt as to whether the Company may continue as a going concern.

In an effort to improve its financial position, the Company is working to obtain new loans from banks and related parties, renew its current loans, and to improve its operations upon its new fertilizer factories start to operate. In 2015, the Company obtained capital contribution of approximately $16 million from its shareholders which successfully improved the Company’s financial position as of September 30, 2017. Additionally, one of the new fertilizer factories was completed and put in operations in August 2015 and another factory was also completed in June 2016.

XML

Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2017

Summary of Significant Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying consolidated financial statements have been prepared in conformity with US GAAP. The basis of accounting differs from that used in the statutory accounts of the Company, which are prepared in accordance with the accounting principles of the PRC (“PRC GAAP”). The differences between US GAAP and PRC GAAP have been adjusted in these consolidated financial statements. The Company’s functional currency is the Chinese Renminbi (“RMB”); however, the accompanying consolidated financial statements have been translated and presented in United States Dollars (“USD”).  The Company has reclassified certain line items on the statements of cash flows for the nine months ended September 30, 2016 in order to improve comparison with current periods presented.  The results of these change did not impact the Company’s previously reported results of operations or financial position.

Interim Financial Statements

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles (GAAP) applicable to interim financial information and the requirements of Form 10-Q and Rule 8-03 of Regulation S-X of the Securities and Exchange Commission. Accordingly, they do not include all of the information and disclosure required by accounting principles generally accepted in the United States of America for complete financial statements. Interim results are not necessarily indicative of results for a full year. In the opinion of management, all adjustments considered necessary for a fair presentation of the financial position and the results of operations and cash flows for the interim periods have been included. These interim financial statements should be read in conjunction with the audited financial statements for the year ended December 31, 2016, as not all disclosures required by generally accepted accounting principles for annual financial statements are presented. The interim financial statements follow the same accounting policies and methods of computations as the audited financial statements for the year ended December 31, 2016.

Use of Estimates

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

Principles of Consolidation

Mullan Agritech consolidates the following entities, including wholly-owned subsidiaries, Muliang HK, Shanghai Mufeng, and its wholly controlled variable interest entities, Muliang Industry, and Zhongbao, 60% controlled Agritech Development, 99% controlled Fukang, 65% controlled Zhonglian and 55% controlled Yunnan Muliang. The 40% equity interest holder of Agritech Development, 1% equity interest holders in Fukang, 35% equity interest holders in Zhonglian, and 45% interest in Yunnan Muliang are accounted as non-controlling interest in the Company’s consolidated financial statements.

The variable interest entities consolidated for which the Company is deemed the primary beneficiary. All significant inter-company accounts and transactions have been eliminated in consolidation.

Control by Principal Stockholders

The Company’s directors and executive officers and their affiliates or related parties own, beneficially and in the aggregate, the majority of the voting power of the outstanding shares of our common stock. Accordingly, if our directors and executive officers and their affiliates or related parties vote their shares uniformly, they would have the ability to control the approval of most corporate actions, including increasing our authorized capital stock and the dissolution or merger of our company or the sale of our assets.

Cash and Cash Equivalents

For purposes of the statements of cash flows, the Company considers all highly liquid instruments purchased with a maturity of three months or less and money market accounts to be cash equivalents. The Company maintains cash with various financial institutions.

Accounts Receivable

Accounts receivable are presented net of an allowance for doubtful accounts. The Company maintains allowances for doubtful accounts for estimated losses. The Company reviews the accounts receivable on a periodic basis and makes general and specific allowances when there is doubt as to the collectability of individual balances. In evaluating the collectability of individual receivable balances, the Company considers many factors, including the age of the balance, a customer’s historical payment history, its current credit-worthiness and current economic trends. Accounts are written off after exhaustive efforts at collection.

Inventories

Inventories, consisting of raw materials, work in process and finished goods related to the Company’s products are stated at the lower of cost or market utilizing the weighted average method.

Property, Plant and Equipment

Plant and equipment are carried at cost and are depreciated on a straight-line basis over the estimated useful lives of the assets. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. The Company examines the possibility of decreases in the value of fixed assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable.

Included in property and equipment is construction-in-progress which consisted of factory improvements and machinery pending installation and includes the costs of construction, machinery and equipment, and any interest charges arising from borrowings used to finance these assets during the period of construction or installation of the assets. No provision for depreciation is made on construction-in-progress until such time as the relevant assets are completed and ready for their intended use.

Estimated useful lives of the Company’s assets are as follows:

	Useful Life
Building	20 years
Operating equipment	5-10 years
Vehicle	3-5 years
Electronic equipment	3-20 years
Office equipment	3-20 years
Apple orchard	10 years

The apple orchard includes rental for an apple farm, labor cost, fertilizers, apple seeds, apple seedlings and others. The costs to purchase and cultivate apple trees and the expenditures related to labor and materials to plant apple trees until they become commercially productive are capitalized, which require a two-year period. The estimated production life for apple tree is 10 years, and the costs are depreciated without a residual value. Expenses incurred maintaining apple trees during the growth cycle until seedling apple trees or grafted varieties are fruited are capitalized into inventory and included in Work in process—apple orchard, a component of inventories.

Depreciation expenses pertaining to apple trees will be included in inventory costs for those apples to be sold and ultimately become a component of cost of goods sold. Similar to other assets, the failure of our apple trees to be serviceable over the entirety of their anticipated useful lives or to be sold at their anticipated residual value will negatively impact our operating results.

Intangible Assets

Included in the intangible assets are land use rights. According to the laws of the PRC, the government owns all the land in the PRC. Companies or individuals are authorized to possess and use the land only through land use rights granted by the Chinese government. Intangible assets are being amortized using the straight-line method over their lease terms or estimated useful life.

Estimated useful lives of the Company’s intangible assets are as follows:

	Useful Life
Land use rights	50 years
Non-patented technology	10 years

The Company carries intangible assets at cost less accumulated amortization. In accordance with US GAAP, the Company examines the possibility of decreases in the value of intangible assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable. The Company computes amortization using the straight-line method over estimated useful life of 50 years for the land use rights.

Impairment of Long-lived Assets

In accordance with ASC Topic 360, the Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. The Company recorded no impairment charge for the nine months ended September 30, 2017 and 2016.

Advances from Customers

Advances from customers consist of prepayments from customers for merchandise that had not yet been shipped. The Company will recognize the deposits as revenue as customers take delivery of the goods and title to the assets is transferred to customers in accordance with the Company’s revenue recognition policy.

Non-controlling Interest

Non-controlling interests in the Company’s subsidiaries are recorded in accordance with the provisions of ASC 810 and are reported as a component of equity, separate from the parent’s equity. Purchase or sale of equity interests that do not result in a change of control are accounted for as equity transactions. Results of operations attributable to the non-controlling interest are included in our consolidated results of operations and, upon loss of control, the interest sold, as well as interest retained, if any, will be reported at fair value with any gain or loss recognized in earnings.

Revenue Recognition

Pursuant to the guidance of ASC Topic 605, the Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the purchase price is fixed or determinable and collectability is reasonably assured. The Company recognizes revenues from the sale of its fertilizer products and environmental protection equipment upon shipment and transfer of title.

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

The Company recognized rental income from leasing a portion of its manufacturing facility located in Shanghai to a third party. For the nine months ended September 30, 2017 and 2016, rental income of $124,241 and $0 were recognized as other income.

Cost of Sales

Cost of goods sold consists primarily of raw materials, utility and supply costs consumed in the manufacturing process, manufacturing labor, depreciation expense and direct overhead expenses necessary to manufacture finished goods as well as warehousing and distribution costs such as inbound freight charges, shipping and handling costs, purchasing and receiving costs.

Income Taxes

The Company accounts for income taxes under the provisions of Section 740-10-30 of the FASB Accounting Standards Codification, which is an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in its financial statements or tax returns.

The Company is subject to the Enterprise Income Tax law (“EIT”) of the People’s Republic of China. The Company’s operations in producing and selling fertilizers are subject to the 25% enterprise income tax.

Related Parties

Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all related party transactions.

Accumulated Other Comprehensive Income (Loss)

Comprehensive income (loss) comprised of net income (loss) and all changes to the statements of stockholders’ equity, except those due to investments by stockholders, changes in paid-in capital and distributions to stockholders. The Company’s comprehensive income (loss) consist of net income (loss) and unrealized gains from foreign currency translation adjustments.

Foreign Currency Translation

The Company’s functional currency is the Chinese Renminbi (“RMB”); however, the accompanying consolidated financial statements have been translated and presented in United States Dollars (“USD”). Results of operations and cash flows are translated at average exchange rates during the period, assets and liabilities are translated at the unified exchange rate at the end of the period, and equity is translated at historical exchange rates. As a result, amounts relating to assets and liabilities reported on the statements of cash flows may not necessarily agree with the changes in the corresponding balances on the balance sheets. Translation adjustments resulting from the process of translating the local currency financial statements into U.S. dollars are included in determining comprehensive income/loss. The translation adjustment for nine months ended September 30, 2017 and 2016 was gain of $96,314 and $57,236, respectively. Transactions denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing on the transaction dates. Assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing at the balance sheet date with any transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred.

All of the Company’s revenue transactions are transacted in the functional currency. The Company does not enter into any material transaction in foreign currencies. Transaction gains or losses have not had, and are not expected to have, a material effect on the results of operations of the Company.

Asset and liability accounts at September 30, 2017 and December 31, 2016 were translated at 6.6545 RMB to $1 USD and 6.9437 RMB to $1 USD, respectively, which were the exchange rates on the balance sheet dates. The average translation rates applied to the statements of income for the nine months ended September 30, 2017 and 2016 were 6.8057 RMB and 6.5354 RMB to $1 USD, respectively.

Earnings (Loss) per Share

Basic earnings per share is computed by dividing net income available to common stockholders by the weighted average number of common shares outstanding during the period, excluding the effects of any potentially dilutive securities. Diluted earnings per share gives effect to all dilutive potential of shares of common stock outstanding during the period including stock options or warrants, using the treasury stock method (by using the average stock price for the period to determine the number of shares assumed to be purchased from the exercise of stock options or warrants), and convertible debt or convertible preferred stock, using the if-converted method. Earnings per share excludes all potential dilutive shares of common stock if their effect is anti-dilutive. There were no potential dilutive securities at September 30, 2017 and December 31, 2016 and for the nine months ended September 30, 2017 and 2016.

Fair Value of Financial Instruments

The Company adopted the guidance of ASC Topic 820 for fair value measurements which clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:

Level 1-Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.

Level 2-Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data.

Level 3-Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information.

The carrying amounts reported in the balance sheets for cash and cash equivalents, accounts receivable, inventories, advances to suppliers, prepaid expenses, short-term loans, accounts payable, accrued expenses, advances from customers, VAT and service taxes payable and income taxes payable approximate their fair market value based on the short-term maturity of these instruments.

ASC Topic 825-10 “Financial Instruments” allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable, unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding instruments.

The following table summarizes the carrying values of the Company’s financial instruments:

	September 30,		December 31,
	2017		2016
Cash	$	29,121	$	17,213
Accounts receivables, net		111,418		455,383
Other receivables		21,924		18,501
Short term loan		155,534		-
Long term loan		3,306,034		7,272,780

Government Contribution Plan

Pursuant to the laws applicable to PRC law, the Company is required to participate in a government-mandated multi-employer defined contribution plan pursuant to which certain retirement, medical and other welfare benefits are provided to employees. Chinese labor regulations require the Company to pay to the local labor bureau a monthly contribution at a stated contribution rate based on the monthly basic compensation of qualified employees. The relevant local labor bureau is responsible for meeting all retirement benefit obligations; the Company has no further commitments beyond its monthly contribution.

Statutory Reserve

Pursuant to the laws applicable to the PRC, the Company must make appropriations from after-tax profit to the non-distributable “statutory surplus reserve fund”. Subject to certain cumulative limits, the “statutory surplus reserve fund” requires annual appropriations of 10% of after-tax profit until the aggregated appropriations reach 50% of the registered capital (as determined under accounting principles generally accepted in the PRC (“PRC GAAP”) at each year-end). For foreign invested enterprises and joint ventures in the PRC, annual appropriations should be made to the “reserve fund”. For foreign invested enterprises, the annual appropriation for the “reserve fund” cannot be less than 10% of after-tax profits until the aggregated appropriations reach 50% of the registered capital (as determined under PRC GAAP at each year-end). If the Company has accumulated loss from prior periods, the Company is able to use the current period net income after tax to offset against the accumulate loss.

Segment Information

The standard, “Disclosures about Segments of an Enterprise and Related Information,” codified with ASC-280, requires certain financial and supplementary information to be disclosed on an annual and interim basis for each reportable segment of an enterprise. The Company believes that it operates in two business segments and in one geographical segment (China), as all of the Company’s current operations are carried in China.

Recent Accounting Pronouncement

In August 2016, the FASB issued ASU No. 2016-15, Classification of Certain Cash Receipts and Cash Payments, which is intended to reduce diversity in practice in how certain cash receipts and payments are presented and classified in the statement of cash flows. The standard provides guidance in a number of situations including, among others, settlement of zero-coupon bonds, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, and distributions received from equity method investees. The ASU also provides guidance for classifying cash receipts and payments that have aspects of more than one class of cash flows. The Company is currently in the process of evaluating the impact of the adoption on its consolidated financial statements.

In October 2016, the FASB issued ASU 2016-17, “Consolidation (Topic 810): Interests Held through Related Parties That Are under Common Control”. These amendments change the evaluation of whether a reporting entity is the primary beneficiary of a variable interest entity by changing how a reporting entity that is a single decision maker of a variable interest entity treats indirect interests in the entity held through related parties that are under common control with the reporting entity. If a reporting entity satisfies the first characteristic of a primary beneficiary (such that it is the single decision maker of a variable interest entity), the amendments require that reporting entity, in determining whether it satisfies the second characteristic of a primary beneficiary, to include all of its direct variable interests in a variable interest entity and, on a proportionate basis, its indirect variable interests in a variable interest entity held through related parties, including related parties that are under common control with the reporting entity. The amendments in this ASU are effective for public business entities for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. If an entity adopts the pending content that links to this paragraph in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The Company is currently in the process of evaluating the impact of the adoption on its consolidated financial statements.

In November 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230): Restricted Cash”. These amendments require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. As a result, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The amendments do not provide a definition of restricted cash or restricted cash equivalents. The amendments in this ASU are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. The amendments should be applied using a retrospective transition method to each period presented. The Company is currently in the process of evaluating the impact of the adoption on its consolidated financial statements.

In December 2016, the FASB issued ASU 2016-20, “Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers”. The amendments in ASU 2016-20 affect narrow aspects of the guidance issued in ASU 2014-09 including Loan Guarantee Fees, Contract Costs, Provisions for Losses on Construction-Type and Production-Type Contracts, Disclosure of Remaining Performance Obligations, Disclosure of Prior Period Performance Obligations, Contract Modifications, Contract Asset vs. Receivable, Refund Liabilities, Advertising Costs, Fixed Odds Wagering Contracts in the Casino Industry, and Costs Capitalized for Advisors to Private Funds and Public Funds. The effective date of these amendments are at the same date that Topic 606 is effective. Topic 606 is effective for public entities for annual reporting periods beginning after December 15, 2017, including interim reporting periods therein (i.e., January 1, 2018, for a calendar year entity). The Company is currently in the process of evaluating the impact of the adoption on its consolidated financial statements.

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

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Accounts Receivable

9 Months Ended

Sep. 30, 2017

Accounts Receivable [Abstract]

ACCOUNTS RECEIVABLE

NOTE 3 – ACCOUNTS RECEIVABLE

Accounts receivable consisted of the following:

	September 30, 2017			December 31,  2016
Accounts receivable	$	407,995		$	675,737
Less: allowance for doubtful accounts		(296,577	)		(220,354	)
Total, net	$	111,418		$	455,383

The Company reviews the accounts receivable on a periodic basis and makes general and specific allowances when there is doubt as to the collectability of individual balances. After evaluating the collectability of individual receivable balances, the Company recognized bad debt allowance of $22,115 and $51,583 for the nine months ended September 30, 2017 and 2016.

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Inventories

9 Months Ended

Sep. 30, 2017

Inventories [Abstract]

INVENTORIES

NOTE 4 – INVENTORIES

Inventories consisted of the following:

	September 30, 2017		December 31,  2016
Raw materials	$	210,467	$	155,685
Finished goods		276,062		371,093
Total, net	$	486,529	$	526,778

The Company did not recognized loss from inventory valuation for the nine months ended September 30, 2017, and a recognized a loss of $12,700 on physical inventory for the nine months ended September 30, 2016.

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Other Receivables

9 Months Ended

Sep. 30, 2017

Other Receivables [Abstract]

OTHER RECEIVABLES

NOTE 5 – OTHER RECEIVABLES

Other receivable consisted of the following:

	September 30, 2017		December 31, 2016
Employee’s portion of social benefits	$	4,401	$	6,886
Utilities receivables		6,900		1,312
Employee advances		3,245		3,102
Loan to unrelated party		7,378		7,201
		21,924		18,501
Less: Allowance for doubtful accounts		-		-
	$	21,924	$	18,501

The Company reviews the other receivables on a periodic basis and makes general and specific allowances when there is doubt as to the collectability of individual balances. After evaluating the collectability of individual receivable balances, the Company did not take allowance for accounts as of September 30, 2017 and 2016.

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Property, Plant and Equipment

9 Months Ended

Sep. 30, 2017

Property, Plant and Equipment [Abstract]

PROPERTY, PLANT AND EQUIPMENT

NOTE 6 – PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment at September 30, 2017 and December 31, 2016 consisted of:

	September 30, 2017			December 31, 2016
Building	$	13,356,370		$	12,746,521
Operating equipment		2,945,932			2,798,754
Vehicle		57,190			78,139
Office equipment		21,081			19,203
Apple orchard		1,044 ,602			921,729
		17,425,175			16,564,346
Less: accumulated depreciation		(1,241,219	)		(667,253	)
	$	16,183,956		$	15,897,093

For the nine months ended September 30, 2017 and 2016, depreciation expense amounted to $532,856 and $314,437, respectively. Depreciation is not taken during the period of construction or equipment installation. Upon completion of the installation of manufacturing equipment or any construction in progress, construction in progress balances will be classified to their respective property and equipment category.

For the nine months ended September 30, 2017 and 2016, no amortization expense of the apple orchard was reported.

An organic fertilizer processing facility, located in Shanghai, was completed in June 2016, with the annual production capacity of 100,000 tons organic fertilizers. The facility was designed with 4 production lines, with total contractual payment of approximately $11 million or RMB 67.7 million.

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Intangible Assets

9 Months Ended

Sep. 30, 2017

Intangible Assets [Abstract]

INTANGIBLE ASSETS

NOTE 7 – INTANGIBLE ASSETS

Intangible assets consisted of the following:

	September 30,			December 31,
	2017			2016
Land use rights	$	2,808,475		$	2,691,505
Non-patented technology		15,028			14,401
		2,823,503			2,705,906
Less: accumulated amortization		(489,674	)		(301,222	)
	$	2,333,829		$	2,404,684

For the nine months ended September 30, 2017 and 2016, amortization of intangible assets amounted to $42,283 and $37,147, respectively.

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Bank Loan

9 Months Ended

Sep. 30, 2017

Bank Loan [Abstract]

BANK LOAN

NOTE 8 – BANK LOAN

Short-term loan of $155,534 represents balance due to Shanghai Jinshan Limin Micro Loan Co., Ltd., with annual interest rate of 16%. This loan was borrowed on March 3, 2017 and due on March 2, 2018. 

Current portion of long-term loans amounted to $3,080,622 representing balance due to Agricultural Bank of China amounting to $1,953,566, with an annual interest rate of 5.70% + ( HongkongInterBank Offered Rate ( “HIBOR” )) and to Rushan City Rural Credit Union amounting to $1,127,056, with an annual interest 8.3125%, due by July 25, 2019.

Long-term loans represent amounts due to lenders that are due more than one year, which consisted of the following:

	September 30,		December 31,
	2017		2016
Loan payable to Agricultural Bank of China, annual interest rate of 5.70% + HIBOR, due by August 25, 2019.	$	1,953,566	$	6,192,664
Loan payable to Rushan City Rural Credit Union, annual interest 8.3125%, due by July 25, 2019.		1,127,056		1,080,116
Total	$	3,080,622	$	7,272,780

As of September 30, 2017, the Company’s future loan obligations according to the terms of the loan agreement are as follows:

Year 1	$	3,236,156
Year 2		3,306,034
Total	$	6,542,190

 The Company recognized interest expenses of $387,292 and $167,065 for the nine months ended September 30, 2017 and 2016, respectively.

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Stockholders Deficit

9 Months Ended

Sep. 30, 2017

Stockholders Deficit [Abstract]

STOCKHOLDERS DEFICIT

NOTE 9 – STOCKHOLDERS DEFICIT

Authorized Stock

The Company has authorized 500,000,000 common shares with a par value of $0.0001 per share.  Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought.

On September 3, 2015, the Board of Directors affected a forward split of the outstanding common stock the Company, such that each one share of outstanding common stock be converted into fifteen shares of common stock as of September 3, 2015, the record date. All relevant information relating to numbers of shares and per share information have been retrospectively adjusted to reflect the reverse stock split for all periods presented

Common Share Issuances

On January 11, 2016, pursuant to an Investment Agreement, the Company issued 129,475,000 shares of its common stock for cash consideration of $64,738.

As of September 30, 2017, the Company has 280,000,000 common shares outstanding.

Paid-in Capital

For the year ended December 31, 2015, the owner of the Company has contributed capital of $1,621,337 as paid-in capital of the Company and converted debt of $14,303,150 into paid-in capital of the Company.

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Related Party Transactions

9 Months Ended

Sep. 30, 2017

Related Party Transactions [Abstract]

RELATED PARTY TRANSACTIONS

NOTE 10 – RELATED PARTY TRANSACTIONS

*Account receivable and sales from related parties

The Company did not make sales to any related party for the nine months ended September 30, 2017 and 2016. And the Company has no account receivable balance as of September 30, 2017 and December 31, 2016.

*Due from Related Parties

	September 30, 2017		December 31, 2016		Relationship
Shanghai Aoke Chemicals Co., Ltd.	$	-	$	1,375,788	The Company’s CEO is one of Aoke’s shareholders
Mr. Lirong Wang		-		-	The CEO and Chairman of the Company
Mr. Guohua Lin		650		-	One of the Company’s shareholders
Total	$	650	$	1,375,788

The balance due from related parties are due on demand, non-interest bearing and without maturity date.

*Account payable and purchase from related parties

The Company did not purchase material or service from related parties for the nine months ended September 30, 2017 and 2016.

*Due to related party

Balance due to related parties below are advances from related parties for working capital of the Company which are due on demand, non-interest bearing and without maturity date.

	September 30,		December 31,
	2017		2016		Relationship
Mr. Lirong Wang	$	3,464,926	$	2,583,713	The CEO and Chairman of the Company
Ms. Hui Song		556,015		534,807	Former management team members
Ms. Xueying Sheng		169,153		243,996	The CFO of the Company
Mr. Guohua Lin		33,511		144	One of the Company’s shareholders
Jilin Jiliang biotechnology Co Ltd		8,331		-	Controlled by Company’s manager
Total	$	4,231,936	$	3,362,660

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Concentrations

9 Months Ended

Sep. 30, 2017

Concentrations [Abstract]

CONCENTRATIONS

NOTE 11 – CONCENTRATIONS

Customers Concentrations

The following table sets forth information as to each customer that accounted for 10% or more of the Company’s revenues for the nine months ended September 30, 2017 and 2016.

	For the nine months ended
	September 30,
Customer	2017					2016
	Amount		%			Amount		%
A		33,907		13	%		1,241,034		51	%

Suppliers Concentrations

The following table sets forth information as to each supplier that accounted for 10% or more of the Company’s purchase for the nine months ended September 30, 2017 and 2016.

	For the nine months ended
	September 30,
Suppliers	2017					2016
	Amount		%			Amount		%
A		N/A		N/A			1,307,150		38	%
B		108,417		53	%		21,283		17	%
C		51,715		25	%		20,570		17	%

Credit Risks

The Company’s operations are carried out in the PRC. Accordingly, the Company’s business, financial condition and results of operations may be influenced by the political, economic and legal environment in the PRC, and by the general state of the PRC’s economy. The Company’s operations in the PRC are subject to specific considerations and significant risks not typically associated with companies in North America. The Company’s results may be adversely affected by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, and rates and methods of taxation, among other things.

Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash and trade accounts receivable. Substantially all of the Company’s cash is maintained with state-owned banks within the PRC, and none of these deposits are covered by insurance. The Company has not experienced any losses in such accounts and believes it is not exposed to any risks on its cash in bank accounts. A significant portion of the Company’s sales are credit sales which are primarily to customers whose ability to pay is dependent upon the industry economics prevailing in these areas; however, concentrations of credit risk with respect to trade accounts receivables is limited due to generally short payment terms. The Company also performs ongoing credit evaluations of its customers to help further reduce credit risk. At September 30, 2017 and December 31, 2016, the Company’s cash balances by geographic area were as follows:

	September 30, 2017				December 31, 2016
China	$	29,121	100	%	$	17,213	100	%
Total cash and cash equivalents	$	29,121	100	%	$	17,213	100	%

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Income Taxes

9 Months Ended

Sep. 30, 2017

Income Taxes [Abstract]

INCOME TAXES

NOTE 12 – INCOME TAXES

United States

Mullan Agritech is established in the State of Nevada in United States and is subject to Nevada State and US Federal tax laws. Mullan Agritech has approximately $102,000 of unused net operating losses (“NOLs”) available for carry forward to future years for U.S. federal income tax reporting purposes. The benefit from the carry forward of such NOLs will begin expiring during the year ended December 31, 2034. Because United States tax laws limit the time during which NOL carry forwards may be applied against future taxable income, the Company may be unable to take full advantage of its NOLs for federal income tax purposes should the Company generate taxable income. Further, the benefit from utilization of NOL carry forwards could be subject to limitations due to material ownership changes that could occur in the Company as it continues to raise additional capital. Based on such limitations, the Company has significant NOLs for which realization of tax benefits is uncertain.

Hong Kong

Muliang HK is established in Hong Kong and its income is subject to a 16% profit tax rate for income sourced within the country. During the nine months ended September 30, 2017 and 2016, Muliang HK did not earn any income derived in Hong Kong, and therefore was not subject to Hong Kong Profits Tax.

China, PRC

Shanghai Mufeng and its subsidiaries Muliang Industry, Zongbao, ZongbaoCangzhou, Muliang Sales, Fukang, Agritech Development, Ningling, Zhongliang and Yunnan Muliang are established in China and its income is subject to income tax rate of 25%.

The reconciliation of effective income tax rate as follows:

	For the Nine Months Ended
	September 30,			September 30,
	2017			2016
US Statutory income tax rate		35	%		35	%
Lower rates in PRC, net		(10	)%		(10	)%
Valuation allowance		(25	)%		(25	)%
Total		—			—

The tax effects of temporary differences that give rise to the Company’s net deferred tax assets as follows: 

	September 30, 2017
PRC income tax at statutory rate		—
Less: valuation allowance		—
Net deferred tax asset		—

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Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2017

Summary of Significant Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

The accompanying consolidated financial statements have been prepared in conformity with US GAAP. The basis of accounting differs from that used in the statutory accounts of the Company, which are prepared in accordance with the accounting principles of the PRC (“PRC GAAP”). The differences between US GAAP and PRC GAAP have been adjusted in these consolidated financial statements. The Company’s functional currency is the Chinese Renminbi (“RMB”); however, the accompanying consolidated financial statements have been translated and presented in United States Dollars (“USD”).  The Company has reclassified certain line items on the statements of cash flows for the nine months ended September 30, 2016 in order to improve comparison with current periods presented.  The results of these change did not impact the Company’s previously reported results of operations or financial position.

Interim Financial Statements

Interim Financial Statements

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles (GAAP) applicable to interim financial information and the requirements of Form 10-Q and Rule 8-03 of Regulation S-X of the Securities and Exchange Commission. Accordingly, they do not include all of the information and disclosure required by accounting principles generally accepted in the United States of America for complete financial statements. Interim results are not necessarily indicative of results for a full year. In the opinion of management, all adjustments considered necessary for a fair presentation of the financial position and the results of operations and cash flows for the interim periods have been included. These interim financial statements should be read in conjunction with the audited financial statements for the year ended December 31, 2016, as not all disclosures required by generally accepted accounting principles for annual financial statements are presented. The interim financial statements follow the same accounting policies and methods of computations as the audited financial statements for the year ended December 31, 2016.

Use of Estimates

Use of Estimates

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

Principles of Consolidation

Principles of Consolidation

Mullan Agritech consolidates the following entities, including wholly-owned subsidiaries, Muliang HK, Shanghai Mufeng, and its wholly controlled variable interest entities, Muliang Industry, and Zhongbao, 60% controlled Agritech Development, 99% controlled Fukang, 65% controlled Zhonglian and 55% controlled Yunnan Muliang. The 40% equity interest holder of Agritech Development, 1% equity interest holders in Fukang, 35% equity interest holders in Zhonglian, and 45% interest in Yunnan Muliang are accounted as non-controlling interest in the Company’s consolidated financial statements.

The variable interest entities consolidated for which the Company is deemed the primary beneficiary. All significant inter-company accounts and transactions have been eliminated in consolidation.

Control by Principal Stockholders

Control by Principal Stockholders

The Company’s directors and executive officers and their affiliates or related parties own, beneficially and in the aggregate, the majority of the voting power of the outstanding shares of our common stock. Accordingly, if our directors and executive officers and their affiliates or related parties vote their shares uniformly, they would have the ability to control the approval of most corporate actions, including increasing our authorized capital stock and the dissolution or merger of our company or the sale of our assets.

Cash and Cash Equivalents

Cash and Cash Equivalents

For purposes of the statements of cash flows, the Company considers all highly liquid instruments purchased with a maturity of three months or less and money market accounts to be cash equivalents. The Company maintains cash with various financial institutions.

Accounts receivable

Accounts Receivable

Accounts receivable are presented net of an allowance for doubtful accounts. The Company maintains allowances for doubtful accounts for estimated losses. The Company reviews the accounts receivable on a periodic basis and makes general and specific allowances when there is doubt as to the collectability of individual balances. In evaluating the collectability of individual receivable balances, the Company considers many factors, including the age of the balance, a customer’s historical payment history, its current credit-worthiness and current economic trends. Accounts are written off after exhaustive efforts at collection.

Inventories

Inventories

Inventories, consisting of raw materials, work in process and finished goods related to the Company’s products are stated at the lower of cost or market utilizing the weighted average method.

Property, Plant and Equipment

Property, Plant and Equipment

Plant and equipment are carried at cost and are depreciated on a straight-line basis over the estimated useful lives of the assets. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. The Company examines the possibility of decreases in the value of fixed assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable.

Included in property and equipment is construction-in-progress which consisted of factory improvements and machinery pending installation and includes the costs of construction, machinery and equipment, and any interest charges arising from borrowings used to finance these assets during the period of construction or installation of the assets. No provision for depreciation is made on construction-in-progress until such time as the relevant assets are completed and ready for their intended use.

Estimated useful lives of the Company’s assets are as follows:

	Useful Life
Building	20 years
Operating equipment	5-10 years
Vehicle	3-5 years
Electronic equipment	3-20 years
Office equipment	3-20 years
Apple orchard	10 years

The apple orchard includes rental for an apple farm, labor cost, fertilizers, apple seeds, apple seedlings and others. The costs to purchase and cultivate apple trees and the expenditures related to labor and materials to plant apple trees until they become commercially productive are capitalized, which require a two-year period. The estimated production life for apple tree is 10 years, and the costs are depreciated without a residual value. Expenses incurred maintaining apple trees during the growth cycle until seedling apple trees or grafted varieties are fruited are capitalized into inventory and included in Work in process—apple orchard, a component of inventories.

Depreciation expenses pertaining to apple trees will be included in inventory costs for those apples to be sold and ultimately become a component of cost of goods sold. Similar to other assets, the failure of our apple trees to be serviceable over the entirety of their anticipated useful lives or to be sold at their anticipated residual value will negatively impact our operating results.

Intangible Assets

Intangible Assets

Included in the intangible assets are land use rights. According to the laws of the PRC, the government owns all the land in the PRC. Companies or individuals are authorized to possess and use the land only through land use rights granted by the Chinese government. Intangible assets are being amortized using the straight-line method over their lease terms or estimated useful life.

Estimated useful lives of the Company’s intangible assets are as follows:

	Useful Life
Land use rights	50 years
Non-patented technology	10 years

The Company carries intangible assets at cost less accumulated amortization. In accordance with US GAAP, the Company examines the possibility of decreases in the value of intangible assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable. The Company computes amortization using the straight-line method over estimated useful life of 50 years for the land use rights.

Impairment of Long-lived Assets

Impairment of Long-lived Assets

In accordance with ASC Topic 360, the Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. The Company recorded no impairment charge for the nine months ended September 30, 2017 and 2016.

Advances from customers

Advances from Customers

Advances from customers consist of prepayments from customers for merchandise that had not yet been shipped. The Company will recognize the deposits as revenue as customers take delivery of the goods and title to the assets is transferred to customers in accordance with the Company’s revenue recognition policy.

Non-controlling Interest

Non-controlling Interest

Non-controlling interests in the Company’s subsidiaries are recorded in accordance with the provisions of ASC 810 and are reported as a component of equity, separate from the parent’s equity. Purchase or sale of equity interests that do not result in a change of control are accounted for as equity transactions. Results of operations attributable to the non-controlling interest are included in our consolidated results of operations and, upon loss of control, the interest sold, as well as interest retained, if any, will be reported at fair value with any gain or loss recognized in earnings.

Revenue Recognition

Revenue Recognition

Pursuant to the guidance of ASC Topic 605, the Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the purchase price is fixed or determinable and collectability is reasonably assured. The Company recognizes revenues from the sale of its fertilizer products and environmental protection equipment upon shipment and transfer of title.

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

The Company recognized rental income from leasing a portion of its manufacturing facility located in Shanghai to a third party. For the nine months ended September 30, 2017 and 2016, rental income of $124,241 and $0 were recognized as other income.

Cost of Sales

Cost of Sales

Cost of goods sold consists primarily of raw materials, utility and supply costs consumed in the manufacturing process, manufacturing labor, depreciation expense and direct overhead expenses necessary to manufacture finished goods as well as warehousing and distribution costs such as inbound freight charges, shipping and handling costs, purchasing and receiving costs.

Income Taxes

Income Taxes

The Company accounts for income taxes under the provisions of Section 740-10-30 of the FASB Accounting Standards Codification, which is an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in its financial statements or tax returns.

The Company is subject to the Enterprise Income Tax law (“EIT”) of the People’s Republic of China. The Company’s operations in producing and selling fertilizers are subject to the 25% enterprise income tax.

Related Parties

Related Parties

Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all related party transactions.

Accumulated Other Comprehensive Income (Loss)

Accumulated Other Comprehensive Income (Loss)

Comprehensive income (loss) comprised of net income (loss) and all changes to the statements of stockholders’ equity, except those due to investments by stockholders, changes in paid-in capital and distributions to stockholders. The Company’s comprehensive income (loss) consist of net income (loss) and unrealized gains from foreign currency translation adjustments.

Foreign Currency Translation

Foreign Currency Translation

The Company’s functional currency is the Chinese Renminbi (“RMB”); however, the accompanying consolidated financial statements have been translated and presented in United States Dollars (“USD”). Results of operations and cash flows are translated at average exchange rates during the period, assets and liabilities are translated at the unified exchange rate at the end of the period, and equity is translated at historical exchange rates. As a result, amounts relating to assets and liabilities reported on the statements of cash flows may not necessarily agree with the changes in the corresponding balances on the balance sheets. Translation adjustments resulting from the process of translating the local currency financial statements into U.S. dollars are included in determining comprehensive income/loss. The translation adjustment for nine months ended September 30, 2017 and 2016 was gain of $96,314 and $57,236, respectively. Transactions denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing on the transaction dates. Assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing at the balance sheet date with any transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred.

All of the Company’s revenue transactions are transacted in the functional currency. The Company does not enter into any material transaction in foreign currencies. Transaction gains or losses have not had, and are not expected to have, a material effect on the results of operations of the Company.

Asset and liability accounts at September 30, 2017 and December 31, 2016 were translated at 6.6545 RMB to $1 USD and 6.9437 RMB to $1 USD, respectively, which were the exchange rates on the balance sheet dates. The average translation rates applied to the statements of income for the nine months ended September 30, 2017 and 2016 were 6.8057 RMB and 6.5354 RMB to $1 USD, respectively.

Earnings (Loss) per Share

Earnings (Loss) per Share

Basic earnings per share is computed by dividing net income available to common stockholders by the weighted average number of common shares outstanding during the period, excluding the effects of any potentially dilutive securities. Diluted earnings per share gives effect to all dilutive potential of shares of common stock outstanding during the period including stock options or warrants, using the treasury stock method (by using the average stock price for the period to determine the number of shares assumed to be purchased from the exercise of stock options or warrants), and convertible debt or convertible preferred stock, using the if-converted method. Earnings per share excludes all potential dilutive shares of common stock if their effect is anti-dilutive. There were no potential dilutive securities at September 30, 2017 and December 31, 2016 and for the nine months ended September 30, 2017 and 2016.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

The Company adopted the guidance of ASC Topic 820 for fair value measurements which clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:

Level 1-Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.

Level 2-Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data.

Level 3-Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information.

The carrying amounts reported in the balance sheets for cash and cash equivalents, accounts receivable, inventories, advances to suppliers, prepaid expenses, short-term loans, accounts payable, accrued expenses, advances from customers, VAT and service taxes payable and income taxes payable approximate their fair market value based on the short-term maturity of these instruments.

ASC Topic 825-10 “Financial Instruments” allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable, unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding instruments.

The following table summarizes the carrying values of the Company’s financial instruments:

	September 30,		December 31,
	2017		2016
Cash	$	29,121	$	17,213
Accounts receivables, net		111,418		455,383
Other receivables		21,924		18,501
Short term loan		155,534		-
Long term loan		3,306,034		7,272,780

Government Contribution Plan

Government Contribution Plan

Pursuant to the laws applicable to PRC law, the Company is required to participate in a government-mandated multi-employer defined contribution plan pursuant to which certain retirement, medical and other welfare benefits are provided to employees. Chinese labor regulations require the Company to pay to the local labor bureau a monthly contribution at a stated contribution rate based on the monthly basic compensation of qualified employees. The relevant local labor bureau is responsible for meeting all retirement benefit obligations; the Company has no further commitments beyond its monthly contribution.

Statutory Reserve

Statutory Reserve

Pursuant to the laws applicable to the PRC, the Company must make appropriations from after-tax profit to the non-distributable “statutory surplus reserve fund”. Subject to certain cumulative limits, the “statutory surplus reserve fund” requires annual appropriations of 10% of after-tax profit until the aggregated appropriations reach 50% of the registered capital (as determined under accounting principles generally accepted in the PRC (“PRC GAAP”) at each year-end). For foreign invested enterprises and joint ventures in the PRC, annual appropriations should be made to the “reserve fund”. For foreign invested enterprises, the annual appropriation for the “reserve fund” cannot be less than 10% of after-tax profits until the aggregated appropriations reach 50% of the registered capital (as determined under PRC GAAP at each year-end). If the Company has accumulated loss from prior periods, the Company is able to use the current period net income after tax to offset against the accumulate loss.

Segment Information

Segment Information

The standard, “Disclosures about Segments of an Enterprise and Related Information,” codified with ASC-280, requires certain financial and supplementary information to be disclosed on an annual and interim basis for each reportable segment of an enterprise. The Company believes that it operates in two business segments and in one geographical segment (China), as all of the Company’s current operations are carried in China.

Recent Accounting Pronouncement

Recent Accounting Pronouncement

In August 2016, the FASB issued ASU No. 2016-15, Classification of Certain Cash Receipts and Cash Payments, which is intended to reduce diversity in practice in how certain cash receipts and payments are presented and classified in the statement of cash flows. The standard provides guidance in a number of situations including, among others, settlement of zero-coupon bonds, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, and distributions received from equity method investees. The ASU also provides guidance for classifying cash receipts and payments that have aspects of more than one class of cash flows. The Company is currently in the process of evaluating the impact of the adoption on its consolidated financial statements.

In October 2016, the FASB issued ASU 2016-17, “Consolidation (Topic 810): Interests Held through Related Parties That Are under Common Control”. These amendments change the evaluation of whether a reporting entity is the primary beneficiary of a variable interest entity by changing how a reporting entity that is a single decision maker of a variable interest entity treats indirect interests in the entity held through related parties that are under common control with the reporting entity. If a reporting entity satisfies the first characteristic of a primary beneficiary (such that it is the single decision maker of a variable interest entity), the amendments require that reporting entity, in determining whether it satisfies the second characteristic of a primary beneficiary, to include all of its direct variable interests in a variable interest entity and, on a proportionate basis, its indirect variable interests in a variable interest entity held through related parties, including related parties that are under common control with the reporting entity. The amendments in this ASU are effective for public business entities for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. If an entity adopts the pending content that links to this paragraph in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The Company is currently in the process of evaluating the impact of the adoption on its consolidated financial statements.

In November 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230): Restricted Cash”. These amendments require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. As a result, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The amendments do not provide a definition of restricted cash or restricted cash equivalents. The amendments in this ASU are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. The amendments should be applied using a retrospective transition method to each period presented. The Company is currently in the process of evaluating the impact of the adoption on its consolidated financial statements.

In December 2016, the FASB issued ASU 2016-20, “Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers”. The amendments in ASU 2016-20 affect narrow aspects of the guidance issued in ASU 2014-09 including Loan Guarantee Fees, Contract Costs, Provisions for Losses on Construction-Type and Production-Type Contracts, Disclosure of Remaining Performance Obligations, Disclosure of Prior Period Performance Obligations, Contract Modifications, Contract Asset vs. Receivable, Refund Liabilities, Advertising Costs, Fixed Odds Wagering Contracts in the Casino Industry, and Costs Capitalized for Advisors to Private Funds and Public Funds. The effective date of these amendments are at the same date that Topic 606 is effective. Topic 606 is effective for public entities for annual reporting periods beginning after December 15, 2017, including interim reporting periods therein (i.e., January 1, 2018, for a calendar year entity). The Company is currently in the process of evaluating the impact of the adoption on its consolidated financial statements.

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

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Summary of Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2017

Summary of Significant Accounting Policies [Abstract]

Schedule of estimated useful lives

	Useful Life
Building	20 years
Operating equipment	5-10 years
Vehicle	3-5 years
Electronic equipment	3-20 years
Office equipment	3-20 years
Apple orchard	10 years

Summary of intangible assets estimated useful lives

	Useful Life
Land use rights	50 years
Non-patented technology	10 years

Schedule of carrying values of financial instruments

	September 30,		December 31,
	2017		2016
Cash	$	29,121	$	17,213
Accounts receivables, net		111,418		455,383
Other receivables		21,924		18,501
Short term loan		155,534		-
Long term loan		3,306,034		7,272,780

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Accounts Receivable (Tables)

9 Months Ended

Sep. 30, 2017

Accounts Receivable [Abstract]

Schedule of accounts receivable

	September 30, 2017			December 31,  2016
Accounts receivable	$	407,995		$	675,737
Less: allowance for doubtful accounts		(296,577	)		(220,354	)
Total, net	$	111,418		$	455,383

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Inventories (Tables)

9 Months Ended

Sep. 30, 2017

Inventories [Abstract]

Schedule of inventories

	September 30, 2017		December 31,  2016
Raw materials	$	210,467	$	155,685
Finished goods		276,062		371,093
Total, net	$	486,529	$	526,778

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Other Receivables (Tables)

9 Months Ended

Sep. 30, 2017

Other Receivables [Abstract]

Schedule of other receivables

	September 30, 2017		December 31, 2016
Employee’s portion of social benefits	$	4,401	$	6,886
Utilities receivables		6,900		1,312
Employee advances		3,245		3,102
Loan to unrelated party		7,378		7,201
		21,924		18,501
Less: Allowance for doubtful accounts		-		-
	$	21,924	$	18,501

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Property, Plant and Equipment (Tables)

9 Months Ended

Sep. 30, 2017

Property, Plant and Equipment [Abstract]

Schedule of property, plant and equipment

	September 30, 2017			December 31, 2016
Building	$	13,356,370		$	12,746,521
Operating equipment		2,945,932			2,798,754
Vehicle		57,190			78,139
Office equipment		21,081			19,203
Apple orchard		1,044 ,602			921,729
		17,425,175			16,564,346
Less: accumulated depreciation		(1,241,219	)		(667,253	)
	$	16,183,956		$	15,897,093

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Intangible Assets (Tables)

9 Months Ended

Sep. 30, 2017

Intangible Assets [Abstract]

Scheudule of intangible assets

	September 30,			December 31,
	2017			2016
Land use rights	$	2,808,475		$	2,691,505
Non-patented technology		15,028			14,401
		2,823,503			2,705,906
Less: accumulated amortization		(489,674	)		(301,222	)
	$	2,333,829		$	2,404,684

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Bank Loan (Tables)

9 Months Ended

Sep. 30, 2017

Bank Loan [Abstract]

Schedule of long-term bank loan

	September 30,		December 31,
	2017		2016
Loan payable to Agricultural Bank of China, annual interest rate of 5.70% + HIBOR, due by August 25, 2019.	$	1,953,566	$	6,192,664
Loan payable to Rushan City Rural Credit Union, annual interest 8.3125%, due by July 25, 2019.		1,127,056		1,080,116
Total	$	3,080,622	$	7,272,780

Schedule of future loan obligations

Year 1	$	3,236,156
Year 2		3,306,034
Total	$	6,542,190

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Related Party Transactions (Tables)

9 Months Ended

Sep. 30, 2017

Due from Related Parties [Member]

Related Party Transaction [Line Items]

Schedule of related party transactions

	September 30, 2017		December 31, 2016		Relationship
Shanghai Aoke Chemicals Co., Ltd.	$	-	$	1,375,788	The Company’s CEO is one of Aoke’s shareholders
Mr. Lirong Wang		-		-	The CEO and Chairman of the Company
Mr. Guohua Lin		650		-	One of the Company’s shareholders
Total	$	650	$	1,375,788

Due to related party [Member]

Related Party Transaction [Line Items]

Schedule of related party transactions

	September 30,		December 31,
	2017		2016		Relationship
Mr. Lirong Wang	$	3,464,926	$	2,583,713	The CEO and Chairman of the Company
Ms. Hui Song		556,015		534,807	Former management team members
Ms. Xueying Sheng		169,153		243,996	The CFO of the Company
Mr. Guohua Lin		33,511		144	One of the Company’s shareholders
Jilin Jiliang biotechnology Co Ltd		8,331		-	Controlled by Company’s manager
Total	$	4,231,936	$	3,362,660

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Concentrations (Tables)

9 Months Ended

Sep. 30, 2017

Customers Concentrations [Member]

Concentration Risk [Line Items]

Schedule of concentration of customers, suppliers & geographic area

	For the nine months ended
	September 30,
Customer	2017					2016
	Amount		%			Amount		%
A		33,907		13	%		1,241,034		51	%

Suppliers Concentrations [Member]

Concentration Risk [Line Items]

Schedule of concentration of customers, suppliers & geographic area

	For the nine months ended
	September 30,
Suppliers	2017					2016
	Amount		%			Amount		%
A		N/A		N/A			1,307,150		38	%
B		108,417		53	%		21,283		17	%
C		51,715		25	%		20,570		17	%

Geographic area [Member]

Concentration Risk [Line Items]

Schedule of concentration of customers, suppliers & geographic area

	September 30, 2017				December 31, 2016
China	$	29,121	100	%	$	17,213	100	%
Total cash and cash equivalents	$	29,121	100	%	$	17,213	100	%

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Income Taxes (Tables)

9 Months Ended

Sep. 30, 2017

Income Taxes [Abstract]

Schedule of effective income tax rate

	For the Nine Months Ended
	September 30,			September 30,
	2017			2016
US Statutory income tax rate		35	%		35	%
Lower rates in PRC, net		(10	)%		(10	)%
Valuation allowance		(25	)%		(25	)%
Total		—			—

Schedule of net deferred tax assets

	September 30, 2017
PRC income tax at statutory rate		—
Less: valuation allowance		—
Net deferred tax asset		—

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Organization and Nature of Operations (Details)						3 Months Ended		9 Months Ended		12 Months Ended
	Feb. 10, 2016	Jan. 11, 2016 USD ($) shares	Sep. 03, 2015 Investors shares	Nov. 06, 2013 USD ($)	Dec. 07, 2006	Sep. 30, 2017 USD ($) shares	Sep. 30, 2016 USD ($)	Sep. 30, 2017 USD ($) shares	Sep. 30, 2016 USD ($)	Dec. 31, 2016 USD ($) shares	Oct. 27, 2016 CNY (¥)	Jul. 07, 2016	Jul. 08, 2015 USD ($)	Nov. 06, 2013 CNY (¥)	Jul. 17, 2013 USD ($)	Jul. 17, 2013 CNY (¥)	May 27, 2013
Organization and Nature of Operations (Textual)
Acquired equity purchase agreement, percentage															100.00%	100.00%	99.00%
Outstanding equity percentage				40.00%
Equity outstanding shares				$ 65,000										¥ 400,000
Working capital deficit								$ 13,860,000		$ 9,540,000
Net cash used in operating activities								(937,424)	$ 5,304,791
Net loss						$ (566,047)	$ (583,220)	$ (1,503,799)	387,273
Common stock, shares issued | shares						280,000,000		280,000,000		150,525,000
Common stock, shares outstanding | shares						280,000,000		280,000,000		150,525,000
Subsidy income							83,549		1,460,664
Aggregate value of common stock						28,000		28,000		$ 28,000
Interest Expense						134,236	139,350	387,292	167,065
Capital contribution								16,000,000
Operating income (loss)						$ (465,237)	$ (184,233)	$ (1,181,285)	$ (887,157)
Muliang Industry [Member]
Organization and Nature of Operations (Textual)
Acquired equity purchase agreement, percentage											55.00%	65.00%					99.00%
Mr. Hui Song [Member]
Organization and Nature of Operations (Textual)
Acquired equity purchase agreement, percentage																	1.00%
Zhongrui Huilian [Member]
Organization and Nature of Operations (Textual)
Acquired equity purchase agreement, percentage												35.00%
Yunnan Muliang [Member]
Organization and Nature of Operations (Textual)
Acquired equity purchase agreement, percentage											45.00%
Mullan Agritech [Member]
Organization and Nature of Operations (Textual)
Acquired equity purchase agreement, percentage													100.00%
Consideration value													$ 5,000
Registered capital | ¥											¥ 20,000,000
Common stock, shares outstanding | shares			150,525,000
Remaining shares held | shares			30,525,000
Number of investors | Investors			39
Lirong Wang [Member]
Organization and Nature of Operations (Textual)
Limited liability, Percentage					95.00%
Common stock, shares issued | shares		129,475,000
Aggregate value of common stock		$ 64,737.50
Common stock issued for agreement, shares | shares		120,000,000
Common stock issued for agreement		$ 800
Zongfang Wang [Member]
Organization and Nature of Operations (Textual)
Limited liability, Percentage					5.00%
Shanghai Zongbao [Member]
Organization and Nature of Operations (Textual)
Equity outstanding shares															$ 3,200,000	¥ 20,000,000
Chenxi Shi [Member]
Organization and Nature of Operations (Textual)
Common stock, shares outstanding | shares			120,000,000
Fukang [Member]
Organization and Nature of Operations (Textual)
Outstanding equity percentage	99.00%
Agritech Development [Member]
Organization and Nature of Operations (Textual)
Outstanding equity percentage	60.00%

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Summary of Significant Accounting Policies (Details)	9 Months Ended
	Sep. 30, 2017
Building [Member]
Summary of Significant Accounting Policies [Line Items]
Property, plant and equipment, estimated useful lives	20 years
Operating equipment [Member] | Maximum [Member]
Summary of Significant Accounting Policies [Line Items]
Property, plant and equipment, estimated useful lives	10 years
Operating equipment [Member] | Minimum [Member]
Summary of Significant Accounting Policies [Line Items]
Property, plant and equipment, estimated useful lives	5 years
Vehicle [Member] | Maximum [Member]
Summary of Significant Accounting Policies [Line Items]
Property, plant and equipment, estimated useful lives	5 years
Vehicle [Member] | Minimum [Member]
Summary of Significant Accounting Policies [Line Items]
Property, plant and equipment, estimated useful lives	3 years
Electronic equipment [Member] | Maximum [Member]
Summary of Significant Accounting Policies [Line Items]
Property, plant and equipment, estimated useful lives	20 years
Electronic equipment [Member] | Minimum [Member]
Summary of Significant Accounting Policies [Line Items]
Property, plant and equipment, estimated useful lives	3 years
Office equipment [Member] | Maximum [Member]
Summary of Significant Accounting Policies [Line Items]
Property, plant and equipment, estimated useful lives	20 years
Office equipment [Member] | Minimum [Member]
Summary of Significant Accounting Policies [Line Items]
Property, plant and equipment, estimated useful lives	3 years
Apple orchard [Member]
Summary of Significant Accounting Policies [Line Items]
Property, plant and equipment, estimated useful lives	10 years

XML

Summary of Significant Accounting Policies (Details 1)	9 Months Ended
	Sep. 30, 2017
Land use rights [Member]
Finite-Lived Intangible Assets [Line Items]
Land use rights estimated useful life	50 years
Non-patented technology [Member]
Finite-Lived Intangible Assets [Line Items]
Land use rights estimated useful life	10 years

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Summary of Significant Accounting Policies (Details 2) - USD ($)	Sep. 30, 2017	Dec. 31, 2016	Sep. 30, 2016	Dec. 31, 2015
Summary of Significant Accounting Policies [Abstract]
Cash	$ 29,121	$ 17,213	$ 76,311	$ 13,217
Accounts receivables, net	111,418	455,383
Other receivables	21,924	18,501
Short term loan	155,534
Long term loan	$ 3,306,034	$ 6,120,656

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Summary of Significant Accounting Policies (Details Textual)	9 Months Ended			12 Months Ended
	Sep. 30, 2017 USD ($)	Sep. 30, 2017 CNY (¥)	Sep. 30, 2016 USD ($)	Dec. 31, 2016 USD ($)	Dec. 31, 2016 CNY (¥)
Summary of Significant Accounting Policies (Textual)
Cumulative translation adjustment	$ 96,314		$ 57,236
Asset and liability translation rates	$ 1	¥ 6.6545		$ 1	¥ 6.9437
Asset and liability average translation rates	6.8057 RMB to $1 USD	6.8057 RMB to $1 USD	6.5354 RMB to $1 USD
Non-controlling interest, description	60% controlled Agritech Development, 99% controlled Fukang, 65% controlled Zhonglian and 55% controlled Yunnan Muliang. The 40% equity interest holder of Agritech Development, 1% equity interest holders in Fukang, 35% equity interest holders in Zhonglian, and 45% interest in Yunnan Muliang are accounted as non-controlling interest in the Company's consolidated financial statements.	60% controlled Agritech Development, 99% controlled Fukang, 65% controlled Zhonglian and 55% controlled Yunnan Muliang. The 40% equity interest holder of Agritech Development, 1% equity interest holders in Fukang, 35% equity interest holders in Zhonglian, and 45% interest in Yunnan Muliang are accounted as non-controlling interest in the Company's consolidated financial statements.
Impairment of long-lived assets
Statutory reserve profit after tax increase rate	50.00%	50.00%
Statutory appropriations from after-tax profit	10.00%	10.00%
Effective enterprise income tax rate	25.00%	25.00%
Rental income	$ 124,241		$ 0
Land use rights [Member]
Summary of Significant Accounting Policies (Textual)
Land use rights estimated useful life	50 years	50 years
Apple orchard [Member]
Summary of Significant Accounting Policies (Textual)
Property, plant and equipment, estimated useful lives	10 years	10 years

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Accounts Receivable (Details) - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Accounts Receivable [Abstract]
Accounts receivable	$ 407,995	$ 675,737
Less: allowance for doubtful accounts	(296,577)	(220,354)
Total, net	$ 111,418	$ 455,383

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Accounts Receivable (Details Textual) - USD ($)	Sep. 30, 2017	Sep. 30, 2016
Accounts Receivable (Textual)
Bad debt allowance	$ 22,115	$ 51,583

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Inventories (Details) - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Inventories [Abstract]
Raw materials	$ 210,467	$ 155,685
Finished goods	276,062	371,093
Total, net	$ 486,529	$ 526,778

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Inventories (Details Textual) - USD ($)	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Inventories (Textual)
Loss from physical inventory valuation		$ 12,700

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Other Receivables (Details) - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Other Receivables [Abstract]
Employee's portion of social benefits	$ 4,401	$ 6,886
Utilities receivables	6,900	1,312
Employee advances	3,245	3,102
Loan to unrelated party	7,378	7,201
Other receivables, Gross	21,924	18,501
Less: Allowance for doubtful accounts
Other receivables, Net	$ 21,924	$ 18,501

XML

Other Receivables (Details Textual) - USD ($)	Sep. 30, 2017	Sep. 30, 2016
Other Receivables (Textual)
Allowance for other receivables

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Property, Plant and Equipment (Details) - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 17,425,175	$ 16,564,346
Less: accumulated depreciation	(1,241,219)	(667,253)
Property, plant and equipment, net	16,183,956	15,897,093
Building [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	13,356,370	12,746,521
Operating equipment [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	2,945,932	2,798,754
Vehicle [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	57,190	78,139
Office equipment [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	21,081	19,203
Apple orchard [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 1,044,602	$ 921,729

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Property, Plant and Equipment (Details Textual) ¥ in Millions	9 Months Ended
	Sep. 30, 2017 USD ($) ton ProductionLine	Sep. 30, 2016 USD ($)	Jun. 30, 2016 USD ($)	Jun. 30, 2016 CNY (¥)
Property, Plant and Equipment (Textual)
Depreciation expense | $	$ 532,856	$ 314,437
Annual production capacity | ton	100,000
Number of production lines | ProductionLine	4
Contractual payment			$ 11,000,000	¥ 67.7

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Intangible Assets (Details) - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	$ 2,823,503	$ 2,705,906
Less: accumulated amortization	(489,674)	(301,222)
Intangible assets, net	2,333,829	2,404,684
Land use rights [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	2,808,475	2,691,505
Non-patented technology [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	$ 15,028	$ 14,401

XML

Intangible Assets (Details Textual) - USD ($)	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Intangible Assets (Textual)
Amortization of intangible assets	$ 42,283	$ 37,147

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Bank Loan (Details) - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Debt Instrument [Line Items]
Long-term loans	$ 3,306,034	$ 6,120,656
Agricultural Bank of China [Member]
Debt Instrument [Line Items]
Long-term loans	1,953,566	6,192,664
Rushan City Rural Credit Union [Member]
Debt Instrument [Line Items]
Long-term loans	$ 1,127,056	$ 1,080,116

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Bank Loan (Details 1)	Sep. 30, 2017 USD ($)
Bank Loan [Abstract]
Year 1	$ 3,236,156
Year 2	3,306,034
Total	$ 6,542,190

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Bank Loan (Details Textual) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016	Dec. 31, 2016
Bank Loan (Textual)
Annual interest rate	16.00%		16.00%
Installment payment due date			Mar. 02, 2018
Interest expenses	$ 134,236	$ 139,350	$ 387,292	$ 167,065
Current portion of long term loan	3,080,622		3,080,622		$ 1,152,124
Short-term loans	$ 155,534		$ 155,534
Long term loans due			1 year
Agricultural Bank of China [Member]
Bank Loan (Textual)
Annual interest rate	5.70%		5.70%
Current portion of long term loan	$ 1,953,566		$ 1,953,566
Rushan City Rural Credit Union One [Member]
Bank Loan (Textual)
Annual interest rate	8.3125%		8.3125%
Installment payment due date			Jul. 25, 2019
Current portion of long term loan	$ 1,127,056		$ 1,127,056
Loan payable to Agricultural Bank of China [Member]
Bank Loan (Textual)
Annual interest rate	5.70%		5.70%

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Stockholders Deficit (Details) - USD ($)

12 Months Ended

Jan. 11, 2016

Sep. 03, 2015

Dec. 31, 2015

Sep. 30, 2017

Dec. 31, 2016

Stockholders Deficit (Textual)

Common stock, par value

$ 0.0001

$ 0.0001

Common stock, shares authorized

500,000,000

500,000,000

Common stock, shares outstanding

280,000,000

150,525,000

Stock forward split, description

The Board of Directors affected a forward split of the outstanding common stock the Company, such that each one share of outstanding common stock be converted into fifteen shares of common stock.

Capital contribution from shareholders

$ 1,621,337

Debt converted to capital

$ 14,303,150

Common stock [Member]

Stockholders Deficit (Textual)

Issuance of shares for cash proceeds, shares

129,475,000

Cash consideration

$ 64,738

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Related Party Transactions (Details) - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Related Party Transaction [Line Items]
Due from related parties	$ 650	$ 1,375,788
Shanghai Aoke Chemicals Co., Ltd. [Member]
Related Party Transaction [Line Items]
Due from related parties		1,375,788
Mr. Lirong Wang [Member]
Related Party Transaction [Line Items]
Due from related parties
Mr. Guohua Lin [Member]
Related Party Transaction [Line Items]
Due from related parties	$ 650

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Related Party Transactions (Details 1) - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Related Party Transaction [Line Items]
Due to related party	$ 4,231,936	$ 3,362,660
Mr. Lirong Wang [Member]
Related Party Transaction [Line Items]
Due to related party	3,464,926	2,583,713
Ms. Hui Song [Member]
Related Party Transaction [Line Items]
Due to related party	556,015	534,807
Ms. Xueying Sheng [Member]
Related Party Transaction [Line Items]
Due to related party	169,153	243,996
Mr. Guohua Lin [Member]
Related Party Transaction [Line Items]
Due to related party	33,511	144
Jilin Jiliang biotechnology Co Ltd [Member]
Related Party Transaction [Line Items]
Due to related party	$ 8,331

XML

Concentrations (Details) - USD ($)	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Customer A [Member]
Concentration Risk [Line Items]
Concentration risk, percentage	13.00%	51.00%
Amount receivable	$ 33,907	$ 1,241,034
Suppliers A [Member]
Concentration Risk [Line Items]
Concentration risk, percentage		38.00%
Amount receivable		$ 1,307,150
Suppliers B [Member]
Concentration Risk [Line Items]
Concentration risk, percentage	53.00%	17.00%
Amount receivable	$ 108,417	$ 21,283
Suppliers C [Member]
Concentration Risk [Line Items]
Concentration risk, percentage	25.00%	17.00%
Amount receivable	$ 51,715	$ 20,570

XML

Concentrations (Details 1) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2017	Dec. 31, 2016	Sep. 30, 2016	Dec. 31, 2015
Concentrations [Line Items]
Total cash and cash equivalents	$ 29,121	$ 17,213	$ 76,311	$ 13,217
China [Member]
Concentrations [Line Items]
Total cash and cash equivalents	$ 29,121	$ 17,213
Concentration risk, percentage	100.00%	100.00%

XML

Concentrations (Details Textual)	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Customers Concentrations [Member]
Concentrations (Textual)
Concentration risk, percentage	10.00%	10.00%
Suppliers Concentrations [Member]
Concentrations (Textual)
Concentration risk, percentage	10.00%	10.00%

XML

Income Taxes (Details)	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Income Taxes [Abstract]
US Statutory income tax rate	35.00%	35.00%
Lower rates in PRC, net	(10.00%)	(10.00%)
Valuation allowance	(25.00%)	(25.00%)
Total

XML

Income Taxes (Details 1)	Sep. 30, 2017 USD ($)
Net deferred tax assets
PRC income tax at statutory rate
Less: valuation allowance
Net deferred tax asset

XML

Income Taxes (Details Textual) - USD ($)	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Income Taxes (Textual)
Income tax rate
United States [Member]
Income Taxes (Textual)
Net operating losses	$ 102,000
NOLs expiration	Dec. 31, 2034
Hong Kong [Member]
Income Taxes (Textual)
Profit tax rate	16.00%
China, PRC [Member]
Income Taxes (Textual)
Income tax rate	25.00%