8-K/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 6, 2018 (September 26, 2018)

PLANET GREEN HOLDINGS CORP.
(Exact name of registrant as specified in its charter)

Nevada	001-34449	87-0430320
(State or other jurisdiction	(Commission File Number)	(I.R.S. Employer Identification
of incorporation or organization)		Number)

Suite 901, Building 6
No. 1678 Jinshajiang Road
Putuo District, Shanghai, China	200333
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (86) 21-3258 3578

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

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

[   ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[   ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[   ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[   ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Emerging growth company [   ]

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

Item 2.01. Completion of Acquisition or Disposition of Assets

This Current Report on Form 8-K/A amends and supplements Items 9.01(a) and 9.01(b) of the Current Report on Form 8-K filed by Planet Green Holdings Corp. (the “Company”) on October 2, 2018 (the “Initial Form 8-K”) to include (i) audited consolidated financial statements for the year ended December 31, 2017 and unaudited consolidated financial statements for the perioed ended September 30, 2018 of Taishan Muren Agriculture Co. Ltd. (“Muren”), acquired by the Company on September 28, 2018, and (ii) unaudited condensed consolidated pro forma financial information of the Company reflecting ownership of the Muren as of and for the period ended September 30, 2018, which were permitted pursuant to Item 9 of Form 8-K to be excluded from the Initial Form 8-K and filed by amendment to the Initial Form 8-K no later than 71 days after the date the Initial Form 8-K was required to be filed.

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired

Muren Audited Financial Statements as of and for the fiscal year ended December 31, 2017 and the period ended September 30, 2018

(b) Unaudited Pro Forma Financial Information

Planet Green Holdings Corp. Unaudited Pro Forma Condensed Consolidated Financial Statements as of and for the period ended September 30, 2018

(d) Exhibits

Exhibit No.	Description
3.1	Certificate of Amendment
99.1	Press Release, dated September 28, 2018
99.2*	Muren Audited Financial Statements as of and for the fiscal year ended December 31, 2017 and the period ended September 30, 2018
99.3*	Planet Green Holdings Corp. Unaudited Pro Forma Condensed Consolidated Financial Statements as of and for the period ended September 30, 2018

* Filed herewith

SIGNATURE

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

Dated: December 6, 2018	PLANET GREEN HOLDINGS CORP.
	By:      /s/ Hongxiang Yu
	Name: Hongxiang Yu
	Title:   Chief Executive Officer

EX-99.2

Taishan Muren Agriculture Co. Ltd.
Reviewed Financial Statements
September 30, 2018 and December 31, 2017

Contents	Page
Report of Independent Registered Public Accounting Firm	1
Balance Sheets	2
Statements of Operations and Comprehensive Loss	3
Statements of Cash Flows	4
Notes to Financial Statements	5 - 11

 

To:	The Board of Directors and Stockholders of
	Taishan Muren Agriculture Co. Ltd.

Report of Independent Registered Public Accounting Firm

Results of Review of Interim Financial Information

We have reviewed the condensed balance sheet of Taishan Muren Agriculture Co. Ltd. (the “Company”) as of September 30, 2018, and the related condensed statements of operations and comprehensive loss for the three-month and nine-month periods ended September 30, 2018 and 2017, and condensed statements of cash flows for the nine-month periods then ended, and the related notes (collectively referred to as the interim financial statements). Based on our reviews, we are not aware of any material modifications that should be made to the accompanying interim financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the balance sheet of the Company as of December 31, 2017 and 2016, and the related statements of operations and comprehensive income, retained earnings, and cash flows for the years then ended (not presented herein); and in our report dated July 3, 2018, we expressed an unqualified opinion on those financial statements. In our opinion, the information set forth in the accompanying condensed balance sheet as of December 31, 2017, is fairly stated, in all material respects, in relation to the balance sheet from which it has been derived.

Basis for Review Results

These interim financial statements are the responsibility of the Company’s management. We conducted our review in accordance with the standards of the PCAOB. A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

WWC, P.C.
Certified Public Accountants

San Mateo, California
November 14, 2018

We have served as the Company’s auditor since 2018.

 

Taishan Muren Agriculture Co. Ltd.
Condensed Balance Sheets
As of September 30, 2018 and December 31, 2017

		9/30/2018			12/31/2017
					(Audited)
Assets
Current assets
Cash and cash equivalents	$	18,867		$	28,635
Trade receivables, net		371,342			-
Other receivables and other current assets		1,471			1,552
Related party receivable		41,006			278
Inventory		20,049			-
Advances and prepayments to suppliers		16,133			8,337
Total current assets	$	468,868		$	38,802
Non-current assets
Plant and equipment, net		1,664,899			1,896,016
Construction in progress, net		847,662			894,584
Total Assets	$	2,981,429		$	2,829,402
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable	$	771,180		$	780,213
Taxes payable		12			570
Accrued liabilities and other payables		46,593			117
Customer deposits		3,504			119,111
Related party payable		7,029			182,062
Total current liabilities	$	828,318		$	1,082,073
Total Liabilities	$	828,318		$	1,082,073
Commitments and Contingencies
Stockholders’ Equity
Registered Capital, at September 30, 2018 and December 31, 2017, respectively	$	1,913,049		$	1,913,049
Retained earnings		355,266			(169,112	)
Accumulated other comprehensive income		(115,204	)		2,652
Total Equity	$	2,153,111		$	1,747,329
Total Liabilities and Equity	$	2,981,429		$	2,829,402

See Accompanying Notes to the Financial Statements

2

Taishan Muren Agriculture Co. Ltd.
Condensed Statements of Operations and Comprehensive Income/(Loss)
For the three-month and nine-month periods ended September 30, 2018 and 2017

		For the three-month periods						For the nine-month periods
		ended September 30,						ended September 30,
		2018			2017			2018			2017
Net revenues	$	711,387		$	609,331		$	1,225,775		$	813,632
Cost of revenues		281,178			313,579			502,449			527,670
Gross profit		430,209			295,752			723,326			285,962
Operating expenses:
Selling and marketing expenses		-			2,151			62			2,333
General and administrative expenses		38,929			31,185			199,005			126,056
Total operating expenses		38,929			33,336			199,067			128,389
Operating income		391,280			262,416			524,259			157,573
Other income (expenses):
Interest income		43			10			181			35
Interest expense		-			-			-			-
Other income		2			3			-			3
Other expenses		-			(2	)		(61	)		(2	)
Total other income and (expenses)		45			11			120			36
Income/(loss) before taxes from operations		391,325			262,427			524,379			157,609
Provision for income taxes		-			-			-			-
Net income	$	391,325		$	262,427		$	524,379		$	157,609
Other comprehensive income:
Foreign currency translation income/(loss)		(83,777	)		5,355			(118,596	)		9,303
Comprehensive income	$	307,548		$	267,782		$	405,783		$	166,912

See Accompanying Notes to the Financial Statements

3

Taishan Muren Agriculture Co. Ltd.
Condensed Statements of Cash Flows
For the nine-month periods ended September 30, 2018 and 2017

		For the nine-month periods
		ended September 30,
		2018			2017
Cash flows from operating activities
Net income	$	524,379		$	157,609
Depreciation of fixed assets		594,890			294,942
Increase in accounts and other receivables		(391,458	)		(696,198	)
Increase in advance to suppliers		(11,014	)		(10,873	)
Increase in inventory		(21,135	)		(31,596	)
Decrease in prepayment		2,335			-
Increase in accounts and other payables		82,618			690,885
Decrease in taxes payable		(557	)		(507	)
Decrease in customer deposits		(178,164	)		-
Net cash provided by operating activities		601,894			404,262
Cash flows from investing activities
Purchase of plant and equipment and construction in progress		(456,088	)		(2,561,446	)
Net cash used in investing activities	$	(456,088	)	$	(2,561,446	)
Cash flows from financing activities
(Increase)/decrease in related party receivables		(42,950	)		40,974
(Decrease)/increase in related party payables		(111,568	)		2,149,195
Net cash provided by financing activities	$	(154,518	)	$	2,190,169
Net (decrease)/increase of Cash and Cash Equivalents		(8,712	)		32,985
Effect of foreign currency translation on cash and cash equivalents		(1,056	)		1,028
Cash and cash equivalents–beginning of period		28,635			6,406
Cash and cash equivalents–end of period	$	18,867			40,419
Supplementary cash flow information:
Interest received	$	181		$	35
Interest paid	$	-		$	-
Income taxes paid	$	-		$	-

See Accompanying Notes to the Financial Statements

4

Taishan Muren Agriculture Co. Ltd.
Notes to Financial Statements

1.	Organization and Principal Activities
	Taishan Muren Agriculture Co. Ltd. (the “Company”) is registered as a limited liability company in Taishan City, Guangdong Province, People’s Republic of China. The Company’s primary business activities are to grow various spice plants and fruit trees and sell such products to domestic and international markets.
2.	Summary of Significant Accounting Policies
	Method of accounting
	Management has prepared the accompanying financial statements and these notes in accordance to generally accepted accounting principles in the United States of America; the Company maintains its general ledger and journals with the accrual method accounting.
	Use of estimates
	The preparation of the financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made; however, actual results could differ materially from those estimates.
	Cash and cash equivalents
	The Company considers all highly liquid investments purchased with original maturities of three months or less, and unencumbered bank deposits to be cash equivalents.
	Trade receivables
	Trade receivables are recognized and carried at the original invoice amount less allowance for any uncollectible amounts. An estimate for doubtful accounts is made when collection of the full amount is no longer probable. Bad debts are written off against allowances.
	Inventories
	Inventories consist of raw materials and finished goods are stated at the lower of cost or market value. Finished goods costs include: materials, direct labor, inbound shipping costs, and allocated overhead. The Company applies the weighted average cost method to its inventory.
	Advances and prepayments to suppliers
	The Company makes advance payment to suppliers and vendors for the procurement of raw materials. Upon physical receipt and inspection of the raw materials from suppliers the applicable amount is reclassified from advances and prepayments to suppliers to inventory.
	Plant and equipment
	Plant and equipment are carried at cost less accumulated depreciation. Depreciation is provided over their estimated useful lives, using the straight-line method. The Company’s typically applies a salvage value of 0% to 10%. The estimated useful lives of the plant and equipment are as follows:

Landscaping, plant and tree	1-3 years
Machinery and equipment	5-10 years

The cost and related accumulated depreciation of assets sold or otherwise retired are eliminated from the accounts, and any gain or loss are included in the Company’s results of operations. The costs of maintenance and repairs are recognized to expenses as incurred; significant renewals and betterments are capitalized.

Construction in progress and prepayments for equipment

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

5

Taishan Muren Agriculture Co. Ltd.
Notes to Financial Statements

Accounting for the impairment of long-lived assets

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

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

Statutory reserves

Statutory reserves are referring to the amount appropriated from the net income in accordance with laws or regulations, which can be used to recover losses and increase capital, as approved, and are to be used to expand production or operations. PRC laws prescribe that an enterprise operating at a profit must appropriate and reserve, on an annual basis, an amount equal to 10% of its profit. Such an appropriation is necessary until the reserve reaches a maximum that is equal to 50% of the enterprise’s PRC registered capital.

Foreign currency translation

The accompanying financial statements are presented in United States dollars. The functional currencies of the Company are in Renminbi (RMB). The Company’s assets and liabilities are translated into United States dollars from RMB at year-end exchange rates, and its revenues and expenses are translated at the average exchange rate during the period and year. Capital accounts are translated at their historical exchange rates when the capital transactions occurred.

	9/30/2018	12/31/2017	9/30/2017
Period/year end RMB: US$ exchange rate	6.8665	6.5067	6.6545
Period/annual average RMB: US$ exchange rate	6.5136	6.6133	6.8057

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

Revenue recognition

The Company recognizes revenue when all the following criteria have been met: it has negotiated the terms of the transaction with the customer which includes setting a fixed sales price, it has transferred of possession of the product to the customer, the customer does not have the right to return the product, the customer is able to further sell or transfer the product onto others for economic benefit without any other obligation to be fulfilled by the Company, and the Company is reasonably assured that funds have been or will be collected from the customer. The Company's the amount of revenue recognized to the books reflects the value of goods invoiced, net of any value-added tax (VAT) or excise tax.

Advertising

All advertising costs are expensed as incurred.

Shipping and handling

All outbound shipping and handling costs are expensed as incurred.

Research and development

All research and development costs are expensed as incurred.

Retirement benefits

Retirement benefits in the form of mandatory government sponsored defined contribution plans are charged to the either expenses as incurred or allocated to inventory as part of overhead.

6

Taishan Muren Agriculture Co. Ltd.
Notes to Financial Statements

Income taxes

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

Comprehensive income

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

Earnings per share

The Company computes earnings per share (“EPS”) in accordance with ASC Topic 260, “Earnings per share”. Basic EPS is measured as the income or loss available to common shareholders divided by the weighted average common shares outstanding for the period. Diluted EPS presents the dilutive effect on a per share basis from the potential conversion of convertible securities or the exercise of options and or warrants; the dilutive effects of potentially convertible securities are calculated using the as-if method; the potentially dilutive effect of options or warrants are calculated using the treasury stock method. Securities that are potentially an anti-dilutive effect (i.e. those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS.

Financial instruments

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

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

• Level 2 - inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

• Level 3 - inputs to the valuation methodology are unobservable and significant to the fair value measurement.

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

Commitments and contingencies

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

Recent accounting pronouncements

In January 2017, the FASB issued guidance which simplifies the accounting for goodwill impairment. The updated guidance eliminates Step 2 of the impairment test, which requires entities to calculate the implied fair value of goodwill to measure a goodwill impairment charge. Instead, entities will record an impairment charge based on the excess of a reporting unit’s carrying amount over its fair value, determined in Step 1. The Company is currently evaluating the impact on the financial statements of this guidance.

7

Taishan Muren Agriculture Co. Ltd.
Notes to Financial Statements

	In January 2017, the FASB amended the existing accounting standards for business combinations. The amendments clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The Company has evaluated the potential impact on the financial statements of this guidance, and does not believe the impact would be significant.
3.	Trade Receivables
	The Company extends credit terms of 15 to 60 days to majority of its domestic and international customers, which include third-party distributors and wholesalers.
4.	Plant and Equipment

		9/30/2018			12/31/2017
At Cost:
Machinery and equipment	$	31,111		$	24,131
Building		575,023			606,853
Biological assets		2,151,847			1,823,062
	$	2,757,981		$	2,454,046
Less: Accumulated depreciation		(1,093,082	)		(577,967	)
	$	1,664,899		$	1,876,079

	Depreciation expense for three-month periods ended September 30, 2018 and 2017 was $274,186 and $144,874 respectively. Depreciation expense for the nine-month periods ended September 30, 2018 and 2017 was $594,890 and $294,942, respectively.
5.	Related Party transactions
	Related party receivable consisted of the following:

		9/30/2018		12/31/2017
Huang, Yongjun, general manager	$	-	$	278
Shenzhen Jiamingrui New Agriculture Co., Ltd.		41,006		-
	$	41,006	$	278

Related party receivables represented advances issued to management for job or travel disbursement in the normal course of business. The amounts are unsecured, interest-free and due on demand.

Related party payable consisted of the following:

		9/30/2018		12/31/2017
Fang, Guangming	$	1,958	$	94
Huang, Yongjun, general manager		5,071		-
Li, Xuemei. general manager of related party company		-		46,491
Shenzhen Jiaming New Agriculture Holding Co. Ltd., related party company with common ownership		-		72,526
	$	7,029	$	119,111

Related party payables represented amounts due to management or related companies for work related or travel disbursements in the normal course of business. The amounts are unsecured, interest-free and due on demand.

8

Taishan Muren Agriculture Co. Ltd.
Notes to Financial Statements

6.	Equity
	For the year ended December 31, 2016, the Company received paid in capital of RMB 1,000,000 (US$ 144,015).
	For the year ended December 31, 2017, the Company received paid in capital of RMB 11,510,000 (US$ 1,769,033).
7.	Income Taxes
	All of the Company’s operations are located in the PRC. The corporate income tax rate in the PRC is 25%.
	The following tables provide the reconciliation of the differences between the statutory and effective tax expenses for the three-month and six-month periods ended September 30, 2018 and 2017:

		For the three-month				For the nine-month
		periods ended				periods ended
		September 30,				September 30,
		2018		2017		2018		2017
Income/(loss) attributed to PRC operations	$	391,325	$	262,427	$	524,379	$	157,609
Income/(loss) before tax		391,325		262,427		524,379		157,609
PRC Statutory Tax at 25% Rate		-		-		-		-
Non-deductible GAAP expenses in the PRC		-		-		-		-
Effect of tax exemption granted		-		-		-		-
Income tax	$	-		- $	$	-	$	-

8.	Lease Commitments
	For the year ended December 31, 2016, the Company entered into four operating lease agreements leasing two plots of land where biological assets are grown, two offices, and farming facilities. For the year ended December 31, 2017, the Company entered into three operating lease agreements leasing three additional plots of land where biological assets are grown.
	The leases were entered and expired as follows:

Lease	Date Commenced	Date of expiration
Lease #1	March 1, 2016	February 28, 2031
Lease #2	March 1, 2016	February 28, 2031
Lease #3	March 1, 2016	February 28, 2031
Lease #4	November 1, 2016	November 1, 2019
Lease #5	January 1, 2017	February 28, 2031
Lease #6	January 1, 2017	February 28, 2031
Lease #7	January 1, 2018	February 28, 2031

The minimum future lease payments for these properties at September 30, 2018 are as follows:

Period		Lease Payable
Year 1	$	231,048
Year 2		230,888
Year 3		230,874
Year 4		230,874
Year 5		230,874
Thereafter		1,712,313
	$	2,866,871

The outstanding lease commitments for the leases listed above as of September 30, 2018 was $2,866,871.

9

Taishan Muren Agriculture Co. Ltd.
Notes to Financial Statements

9.	Risks
	A.	Credit risk
		The Company’s deposits are made with banks located in the PRC. They do not carry federal deposit insurance and may be subject to loss of the banks become insolvent.
		Since the Company’s inception, the age of account receivables has been less than one year indicating that the Company is subject to minimal risk borne from credit extended to customers.
	B.	Concentration Risk of Customers
		The Company had certain customers who represented 10% or more of the Company’s total sales. For the nine-month period ended September 30, 2018, the Company generated revenue from one customer which represented 97% of the revenue. For the nine-month period ended September 30, 2017, the Company generated revenue from three customers which represented 26%, 24%, and 10% of the revenue
	C.	Concentration Risk of Vendors
		The Company had certain vendors who represented 10% or more of the Company’s total cost of sales or expenses, or whose accounts payable balances individually represented 10% or more of the Company’s total accounts payable. For the nine-month period ended September 30, 2018, one vendor accounted for 91% of accounts payable, respectively. For the nine-month period ended September 30, 2017, two vendors accounted for 11% and 70% of accounts payable, respectively.
	D.	Interest risk
		The company is subject to interest rate risk when short term loans become due and require refinancing.
	E.	Economic and political risks
		The Company’s operations are conducted in the PRC. Accordingly, the Company’s business, financial condition, and results of operations may be influenced by changes in the political, economic, and legal environments in the PRC.
		The Company’s operations in the PRC are subject to special considerations and significant risks not typically associated with companies in North America and Western Europe. These include risks associated with, among others, the political, economic and legal environment and foreign currency exchange. The Company’s results may be adversely affected by changes in the political and social conditions in the PRC, and by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion, remittances abroad, and rates and methods of taxation, among other things.
	F.	Environmental risks
		The Company has procured environmental licenses required by the PRC government. The Company has both a water treatment facility for water used in its production process and secure transportation to remove waste off site. In the event of an accident, the Company has purchased insurance to cover potential damage to employees, equipment, and local environment.
	G.	Inflation Risk
		Management monitors changes in prices levels. Historically inflation has not materially impacted the company’s financial statements; however, significant increases in the price of raw materials and labor that cannot be passed to the Company’s customers could adversely impact the Company’s results of operations.

10

Taishan Muren Agriculture Co. Ltd.
Notes to Financial Statements

10.

Subsequent Events

The Company evaluates subsequent events that have occurred after the balance sheet date but before the financial statements are issued. There are two types of subsequent events: (1) recognized, or those that provide additional evidence with respect to conditions that existed at the date of the balance sheet, including the estimates inherent in the process of preparing financial statements, and (2) non-recognized, or those that provide evidence with respect to conditions that did not exist at the date of the balance sheet but arose subsequent to that date. The Company has evaluated subsequent events from September 30, 2018 through the date the financial statements were available to be issued. There was no subsequent event at the report date.

11

EX-99.3

Planet Green Holding Corp.
Proforma Combined Financial Statements
September 30, 2018

Contents	Page
Proforma Combined Balance Sheets	2-3
Proforma Combined Statements of Operations and Comprehensive Loss	4
Notes to Consolidated Financial Statements	5-9

Planet Green Holding Corp.
Proforma Combined Balance Sheet
As of September 30, 2018

		PLAG		Taishan		Adjustments		Combined
Assets
Current assets
Cash and cash equivalents	$	90,488	$	18,867	$	-	$	109,355
Restricted cash		436,902		-		-		436,902
Short-term investments		3,815,541				-		3,815,541
Trade receivables, net		1,151,593		371,342		-		1,522,935
Inventories		6,428,822		20,049		-		6,448,871
Advances and prepayments to suppliers		432,143		16,133		-		448,276
Other receivables and other current assets		2,769,838		1,471		-		2,771,309
Related party receivable		1,511,508		41,006		-		1,552,514
Prepaid taxes		406,651		-		-		406,651
Total current assets	$	17,043,486	$	468,868	$	-	$	17,512,354
Non-current assets
Investments		6,891,240		-		-		6,891,240
Plant and equipment, net		7,141,938		1,664,899		-		8,806,837
Intangible assets, net		894,000		-				894,000
Construction in progress, net		415,065		847,662				1,262,727
Total Assets	$	32,385,729	$	2,981,429	$	-	$	35,367,158
Liabilities and Stockholders’ Equity
Current liabilities
Short-term loans	$	5,047,110	$	-			$	5,047,110
Accounts payable		1,128,187		771,180		-		1,899,367
Taxes payable		75,315		12		-		75,327
Other payable		2,082,571		46,593		-		2,129,164
Related party payable		-		7,029		-		7,029
Accrued liabilities		578,714		-		-		578,714
Customer deposits		413,392		3,504		-		416,896
Total current liabilities	$	9,325,289	$	828,318		-	$	10,153,607
Total Liabilities	$	9,325,289	$	828,318		-	$	10,153,607
Commitments and Contingencies

See Accompanying Notes to the Financial Statements

2

Planet Green Holding Corp.
Proforma Combined Balance Sheet
As of September 30, 2018

		PLAG			Taishan			Adjustments			Combined
Stockholders’ Equity Preferred Stock, $0.001 par value, 5,000,000 shares authorized; 0 shares issued and outstanding at September 30, 2018 and December 31, 2017, respectively	$	-		$	-		$	-		$	-
Common Stock, $0.001 par value, 200,000,000 shares authorized; 3,143,141 and 1,530,980 shares issued and outstanding as of September 30, 2018 and December 31, 2017, respectively	$	3,143		$	-		$	-		$	3,143
Registered capital		-			1,913,049			(1,913,049	)		-
Additional paid-in capital		62,556,571			-			2,268,315			64,824,886
Statutory reserves		2,810,953			-			-			2,810,953
Retained earnings/(accumulated deficit)		(52,905,390	)		355,266			(355,266	)		(52,905,390	)
Accumulated other comprehensive income		8,003,113			(115,204	)					7,887,909
Non-controlling interests		2,592,050			-			-			2,592,050
Total Stockholders’ Equity	$	23,060,440		$	2,153,111		$	-		$	25,213,551
Total Liabilities and Stockholders’ Equity	$	32,385,729		$	2,981,429		$	-		$	35,367,158

See Accompanying Notes to the Financial Statements

3

Planet Green Holding Corp.
Proforma Combined Statement of Operations and Comprehensive Loss
For the nine-month period ended September 30, 2018

		PLAG			Taishan			Adjustments		Combined
Net revenues	$	2,461,448		$	1,225,775		$	-	$	3,687,223
Cost of revenues		1,617,308			502,449			-		2,119,757
Gross profit		844,140			723,326			-		1,567,466
Operating expenses:
Selling and marketing expenses		61,945			62					62,007
General and administrative expenses		1,483,803			199,005			-		1,682,808
Total operating expenses		1,545,748			199,067			-		1,744,815
Operating loss		(701,608	)		524,259			-		(177,349	)
Other income (expenses):
Interest income		245			181			-		426
Interest expense		(713,409	)		-			-		(713,409	)
Other income		9,089			-			-		9,089
Other expenses		(8,634,106	)		(61	)		-		(8,634,167	)
Gain (loss) from investment		56,714,094			-			-		56,714,094
Total other income and (expenses)		47,375,913			120			-		47,376,033
Loss before taxes from operations		46,674,305			524,379			-		47,198,684
Provision for income taxes		(49,755	)		-			-		(49,755	)
Net loss	$	46,724,060		$	524,379		$	-	$	47,248,439
Other comprehensive income:
Foreign currency translation income		(5,700,817	)		(118,596	)		-		(5,819,413	)
Comprehensive loss	$	41,023,243		$	405,782		$	-	$	41,429,026
Loss per share:
Basic and diluted loss per share									$	20.62
Basic and diluted weighted average shares outstanding										2,291,075

See Accompanying Notes to the Financial Statements

4

Planet Green Holding Corp.
Notes to Proforma Combined Financial Statements

1.	Organization and Principal Activities
	Planet Green Holdings Corp., formerly known as American Lorain Corporation, (the “Company” or “PLAG”) is registered as a corporation in the state of Nevada. The Company conducts its primary business activities through its subsidiaries located in the People’s Republic of China, including its new acquired operating subsidiary Taishan Muren Agriculture Co. Ltd. Those subsidiaries grow, develop, manufacture, and market fresh foods and spices, convenience foods, chestnut products, and frozen foods.
2.	Summary of Significant Accounting Policies
	Basis of presentation
	These proforma combined financial statements, accompanying notes, and related disclosures have been prepared on an as-if basis assuming that the reverse takeover transaction between the Company and Taishan Muren Agriculture Co. Ltd. (“Taishan”) has been in effect since the beginning of the period present in the results of operations by combining the historical financial statements of the entities and eliminating any intercompany balances. Goodwill would not be recognized in this transaction, and the carrying values of the Company and Taishan are their respective historical values. Actual results combined results may have differed from those presented herein.
	These financial statements have been prepared using the accrual basis of accounting in accordance with the generally accepted accounting principles ("GAAP") in the United States; the Company maintains its general ledger and journals with the accrual method accounting. The Company’s fiscal year end is December 31 and the financial statements are presented in US dollars.
	Basis of proforma combined financial statements
	These proforma combined financial statements include the accounts of the Company and the entities listed below. All intercompany accounts and transactions have been eliminated.

		Attributable
	Place of	equity	Registered
Name of Company	incorporation	interest %	capital
Planet Green Holdings Corporation	British Virgin Islands	100	$                      10,000
JianShi Technology Holding Limited	Hong Kong	100	1,277
Shanghai Xunyang Internet Technology Co. Ltd.	PRC	100	669,919
Beijing Lorain Co., Ltd.	PRC	VIE	1,540,666
Luotian Lorain Co., Ltd.	PRC	VIE	3,797,774
Shandong Greenpia Foodstuff Co., Ltd.	PRC	VIE	2,303,063
Taishan Muren Agriculture Co. Ltd.	PRC	VIE	1,913,049
Lorain Foodstuff (Shenzhen) Co., Ltd.	PRC	VIE	500,000

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

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

5

Planet Green Holding Corp.
Notes to Proforma Combined Financial Statements

On September 28, 2018, the Company was restructured by disposing its equity interest in International Lorain and its subsidiaries to the former Chairman, Mr. Si Chen, and re-acquiring certain equity interest in subsidiaries; namely, Shandong Greenpia, Beijing Lorain, and Luotian Lorain, indirectly through Planet Green BVI. Please refer to Form 8-K filed on October 2, 2018.

The Company entered into exclusive arrangements with Shandong Greenpia, Luotian Lorain, Taishan Muren, and Shenzhen Lorain and its shareholders that give the Company the ability to substantially influence its daily operations and financial affairs. The Company entered into exclusive arrangements with Beijing Lorain; however, the Company does not exercise significant influence over Beijing Lorain; therefore, it is accounted for as an equity method investment. The Company is the primary beneficiary of Shandong Greenpia, Luotian Lorain, Taishan Muren, and Shenzhen Lorain; therefore, it consolidates their accounts as VIE.

Consolidation of Variable Interest Entity

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

On December 14, 2017, the Company formed Shenzhen Lorain as a limited company under the laws of the PRC. Through Shandong Greenpia, the Company entered into exclusive arrangements with Shenzhen Lorain and its shareholders that give the Company the ability to substantially influence Shenzhen Lorain’s daily operations and financial affairs and appoint its senior executives. The Company is considered the primary beneficiary of Shenzhen Lorain and it consolidates its accounts as VIE. The Company’s arrangements with Shenzhen Lorain consist of the following agreements:

a.	Consultation and Service Agreement, dated December 14, 2017. Under this agreement entered into between Shandong Greenpia Foodstuff Co., Ltd. and Lorain Foodstuff (Shenzhen) Co., Ltd.
b.	Business Cooperation Agreement, dated December 14, 2017. Under this agreement entered into between Shandong Greenpia Foodstuff Co., Ltd. and Lorain Foodstuff (Shenzhen) Co., Ltd.
c.	Equity Pledge Agreement, dated December 14, 2017. Under this agreement entered into between Mingyue Cai, Shandong Greenpia Foodstuff Co., Ltd., and Lorain Foodstuff (Shenzhen) Co., Ltd.
d.	Equity Option Agreement, dated December 14, 2017. Under this agreement entered into between Mingyue Cai, Shandong Greenpia Foodstuff Co., Ltd., and Lorain Foodstuff (Shenzhen) Co., Ltd.
e.	Voting Rights Proxy and Financial Supporting Agreement dated December 14, 2017. Under this agreement entered into between Mingyue Cai, Shandong Greenpia Foodstuff Co., Ltd., and Lorain Foodstuff (Shenzhen) Co., Ltd.

On September 27, 2018, the above agreements were terminated due to the Company’s restructuring and Shenzhen Lorain was no longer a variable interest entity under Shandong Greenpia.

6

Planet Green Holding Corp.
Notes to Proforma Combined Financial Statements

On September 27, 2018, through Shanghai Xunyang Internet Technology Co. Ltd., the Company entered into exclusive arrangements with Beijing Lorain Co., Ltd., Luotian Lorain Co., Ltd., Shandong Greenpia Foodstuff Co., Ltd., Taishan Muren Agriculture Co. Ltd., and Lorain Foodstuff (Shenzhen) Co., Ltd. and its shareholders that give the Company the ability to substantially influence Shenzhen Lorain’s daily operations and financial affairs and appoint its senior executives. The Company is considered the primary beneficiary of these companies and it consolidates its accounts as a VIE. The Company’s arrangements with Beijing Lorain Co., Ltd., Luotian Lorain Co., Ltd., Shandong Greenpia Foodstuff Co., Ltd., Taishan Muren Agriculture Co. Ltd., and Lorain Foodstuff (Shenzhen) Co., Ltd. consist of the following agreements:

a.	Consultation and Service Agreement, dated September 27, 2018. Under this agreement entered into between Shanghai Xunyang Internet Technology Co. Ltd. and each respective entity; namely, Beijing Lorain Co., Ltd., Luotian Lorain Co., Ltd., Shandong Greenpia Foodstuff Co., Ltd., Taishan Muren Agriculture Co. Ltd., and Lorain Foodstuff (Shenzhen) Co., Ltd.
b.	Business Cooperation Agreement, dated September 27, 2018. Under this agreement entered into between Shanghai Xunyang Internet Technology Co. Ltd. and each respective entity; namely, Beijing Lorain Co., Ltd., Luotian Lorain Co., Ltd., Shandong Greenpia Foodstuff Co., Ltd., Taishan Muren Agriculture Co. Ltd., and Lorain Foodstuff (Shenzhen) Co., Ltd.
c.	Equity Pledge Agreement, dated September 27, 2018. Under this agreement entered into between International Lorain Holding, Inc., Shanghai Xunyang Internet Technology Co. Ltd., and Beijing Lorain Co., Ltd.
d.	Equity Pledge Agreement, dated September 27, 2018. Under this agreement entered into between International Lorain Holding, Inc., Shanghai Xunyang Internet Technology Co. Ltd., and Luotian Lorain Co., Ltd.
e.	Equity Pledge Agreement, dated September 27, 2018. Under this agreement entered into between International Lorain Holding, Inc., Shanghai Xunyang Internet Technology Co. Ltd., and Shandong Greenpia Foodstuff Co.
f.	Equity Pledge Agreement, dated September 27, 2018. Under this agreement entered into between Shenzhen Jiamingrui Xinnong Co., Ltd., Shanghai Xunyang Internet Technology Co. Ltd., and Taishan Muren Agriculture Co. Ltd.
g.	Equity Pledge Agreement, dated September 27, 2018. Under this agreement entered into between Mingyue Cai, Shanghai Xunyang Internet Technology Co. Ltd., and Lorain Foodstuff (Shenzhen) Co., Ltd.
h.	Equity Option Agreement, dated September 27, 2018. Under this agreement entered into between International Lorain Holding, Inc., Shanghai Xunyang Internet Technology Co. Ltd., and Beijing Lorain Co., Ltd.
i.	Equity Option Agreement, dated September 27, 2018. Under this agreement entered into between International Lorain Holding, Inc., Shanghai Xunyang Internet Technology Co. Ltd., and Luotian Lorain Co., Ltd.
j.	Equity Option Agreement, dated September 27, 2018. Under this agreement entered into between International Lorain Holding, Inc., Shanghai Xunyang Internet Technology Co. Ltd., and Shandong Greenpia Foodstuff Co.
k.	Equity Option Agreement, dated September 27, 2018. Under this agreement entered into between Shenzhen Jiamingrui Xinnong Co., Ltd., Shanghai Xunyang Internet Technology Co. Ltd., and Taishan Muren Agriculture Co. Ltd.
l.	Equity Option Agreement, dated September 27, 2018. Under this agreement entered into between Mingyue Cai, Shanghai Xunyang Internet Technology Co. Ltd., and Lorain Foodstuff (Shenzhen) Co., Ltd.
m.	Voting Rights Proxy and Financial Supporting Agreement dated September 27, 2018. Under this agreement entered into between International Lorain Holding, Inc., Shanghai Xunyang Internet Technology Co. Ltd., and Beijing Lorain Co., Ltd.
n.	Voting Rights Proxy and Financial Supporting Agreement dated September 27, 2018. Under this agreement entered into between International Lorain Holding, Inc., Shanghai Xunyang Internet Technology Co. Ltd., and Luotian Lorain Co., Ltd.
o.	Voting Rights Proxy and Financial Supporting Agreement dated September 27, 2018. Under this agreement entered into between International Lorain Holding, Inc., Shanghai Xunyang Internet Technology Co. Ltd., and Shandong Greenpia Foodstuff Co.
p.	Voting Rights Proxy and Financial Supporting Agreement dated September 27, 2018. Under this agreement entered into between Shenzhen Jiamingrui Xinnong Co., Ltd., Shanghai Xunyang Internet Technology Co. Ltd., and Taishan Muren Agriculture Co. Ltd.

7

Planet Green Holding Corp.
Notes to Proforma Combined Financial Statements

q. Voting Rights Proxy and Financial Supporting Agreement dated September 27, 2018. Under this agreement entered into between Mingyue Cai, Shanghai Xunyang Internet Technology Co. Ltd., and Lorain Foodstuff (Shenzhen) Co., Ltd.

As of September 30, 2018, the following entities were de-consolidated from the structure as a result of the sale agreement executed on September 28, 2018:

	Place of	Attributable equity	Registered
Name of Company	incorporation	interest %	capital
International Lorain Holding Inc.	Cayman Islands	100.0	$      46,659,135
Junan Hongrun Foodstuff Co., Ltd.	PRC	100.0	44,861,741
Shandong Lorain Co., Ltd.	PRC	80.2	12,123,985
Dongguan Lorain Co., Ltd.	PRC	100.0	149,939

Use of estimates

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

Foreign currency translation and re-measurement

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

The reporting currency for the Company and its subsidiaries is the US dollar. The Company and Planet Green Holdings Corporation’s functional currency is the U.S. dollar. JianShi Technology Holding Limited, Shanghai Xunyang Internet Technology Co. Ltd., Beijing Lorain Co., Ltd., Luotian Lorain Co., Ltd., Shandong Greenpia Foodstuff Co., Ltd., Taishan Muren Agriculture Co. Ltd., and Lorain Foodstuff (Shenzhen) Co., Ltd. use the Chinese Renminbi (“RMB”) as their functional currency.

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

• Monetary assets and liabilities at exchange rates in effect at the end of each period

• Nonmonetary assets and liabilities at historical rates

• Revenue and expense items at the average rate of exchange prevailing during the period

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

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

• Assets and liabilities at the rate of exchange in effect at the balance sheet date

• Equities at the historical rate

• Revenue and expense items at the average rate of exchange prevailing during the period

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

8

Planet Green Holding Corp.
Notes to Proforma Combined Financial Statements

	9/30/2018
Period-end RMB: US$ exchange rate	6.8665
Period average RMB: US$ exchange rate	6.5137

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

Entry No.	Description	Dr.	Cr.
1	Additional paid in capital	2,268,315
	Registered capital		1,913,049
	Retained earnings		355,266

Issuance of shares under share exchange agreement and recapitalization of the Company

9