10-Q 1 f10q0319_planetgreen.htm QUARTERLY REPORT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended: March 31, 2019

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

Commission File No. 001-34449

PLANET GREEN HOLDINGS CORP.

(Exact name of registrant as specified in its charter)

Nevada		87-0430320
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

Suite 901, Building 6
No. 1678 Jinshajiang Road
Putuo District, Shanghai, China
(Address, including zip code, of principal executive offices)

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

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

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

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

Large accelerated filer ☐

Accelerated filer ☐

Non-accelerated filer ☒

Smaller reporting company ☒

Emerging Growth Company ☐

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

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

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

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

The number of outstanding shares of the issuer’s common stock as of May 13, 2019 was 5,497,765.

TABLE OF CONTENTS

	PAGE

PART I - FINANCIAL INFORMATION

ITEM 1 FINANCIAL STATEMENTS	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	5

ITEM 4 CONTROLS AND PROCEDURES	5

PART II - OTHER INFORMATION

ITEM 1 LEGAL PROCEEDINGS	7

ITEM 1A RISK FACTORS	7

ITEM 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	7

ITEM 3 DEFAULTS UPON SENIOR SECURITIES	7

ITEM 4 MINE SAFETY DISCLOSURES .	7

ITEM 5 OTHER INFORMATION	7

ITEM 6 EXHIBITS	7

SIGNATURES	8

Caution Regarding Forward-Looking Statements

This quarterly report on Form 10-Q contains forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. These risks and uncertainties include, but are not limited to the factors described in the section captioned “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2018 filed with the Securities and Exchange Commission.

In some cases, you can identify forward-looking statements by terms such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “would” or the negative of such terms or other similar expressions intended to identify forward-looking statements. Forward-looking statements reflect our current views with respect to future events and are based on assumptions and are subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Also, forward-looking statements represent our estimates and assumptions only as of the date of this report. You should read this report completely and with the understanding that our actual future results may be materially different from what we expect.

Except as required by law, we assume no obligation to update any forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in any forward-looking statements, even if new information becomes available in the future.

Use of Certain Defined Terms

Except where the context otherwise requires and for the purposes of this report only:

“We,” “us” and “our” refer to PLAG, and except where the context requires otherwise, our wholly-owned subsidiaries and VIEs.

“Beijing Lorain” refers to Beijing Green Foodstuff Co., Ltd.

“China” and “PRC” refer to the People’s Republic of China (excluding Hong Kong and Macau).

“ILH” refers to International Lorain Holding, Inc., a Cayman Islands company that was a wholly-owned by PLAG until September 2018 and owns all the capital stock of Dongguan Green Foodstuff Co., Ltd. and Junan Hongrun Foodstuff Co., Ltd.

“Jianshi HK” refers to Jianshi Technology Holding Limited

“Luotian Lorain” refers to Luotian Green Foodstuff Co., Ltd.

“PLAG” refers to Planet Green Holdings Corp., a Nevada corporation.

“Taishan Muren” refers to Taishan Muren Agriculture Co. Ltd., a limited liability company registered in China.

“Shandong Lorain” refers to Shandong Green Foodstuff Co., Ltd.

10.

“Shandong Greenpia” refers to Shandong Greenpia Foodstuff Co., Ltd.

11.

“Shanghai Xunyang” refers to Shanghai Xunyang Internet Technology Co., Ltd.

12.

“Shenzhen Lorain” refers to Lorain Food Stuff (Shenzhen) Co., Ltd.

13.

“RMB” refers to Renminbi, the legal currency of China.

14.

“U.S. dollar”, “$” and “US$” refer to the legal currency of the United States.

15.

“VIE” refers to variable interest entity.

ITEM 1. Financial Statements

PLANET GREEN HOLDINGS CORP.

UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2019 AND DECEMBER 31, 2018

(Stated in US Dollars)

CONTENTS		PAGES

Unaudited Condensed Consolidated Balance Sheets		F-2

Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss		F-3

Unaudited Condensed Consolidated Statements of Cash Flows		F-4

Notes to Financial Statements		F-5 to F-17

F-1

PLANET GREEN HOLDINGS CORP.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

AT MARCH 31, 2019 AND DECEMBER 31, 2018

(Stated in US Dollars)

	March 31,			December 31,
	2019			2018
Assets
Current assets
Cash and cash equivalents	$	1,367,758		$	1,062,643
Trade receivables, net		1,044,381			6,528,072
Inventories		10,265			-
Advances and prepayments to suppliers		7,609,439			7,381,785
Other receivables and other current assets		297			16,316
Related party receivable		1,944			2,208
Discontinued operations - current assets held for sale					-
Total current assets	$	10,034,084		$	14,991,024

Non-current assets
Plant and equipment, net		1,330,474			1,371,518
Construction in progress, net		864,409			846,441
Deposits		1,507			1,477
Discontinued operations - long term assets held for sale					-
Total Assets	$	12,230,474		$	17,210,460

Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable	$	475,147		$	579,228
Taxes payable		60,571			155,135
Accrued liabilities and other payables		492,528			496,799
Customers deposits		-			3,499
Related party payable		90,483			78,656
Discontinued operations - liabilities		3,643,696			8,607,813
Total current liabilities	$	4,762,425		$	9,921,130

Stockholders’ Equity/(Deficiency)
Preferred Stock, $0.001 par value, 5,000,000 shares authorized; 0 shares issued and outstanding as of March 31, 2019 and December 31,2018, respectively	$			$	-
Common Stock, $0.001 par value, 200,000,000 shares authorized; 5,497,765 shares issued and outstanding as of March 31, 2019 and December 31,2018, respectively		5,498			5,498
Additional paid-in capital		74,739,031			74,739,031
Statutory reserves		2,810,953			2,810,953
Accumulated deficit		(79,031,187	)		(79,038,883	)
Accumulated other comprehensive income		9,984,943			9,792,283
Non-controlling interests		(1,041,189	)		(1,019,552	)
Total Stockholders’ Equity/(Deficiency)	$	7,468,049		$	7,289,330
Total Liabilities and Stockholders’ Equity	$	12,230,474		$	17,210,460

See Accompanying Notes to the Financial Statements

F-2

PLANET GREEN HOLDINGS CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE INCOME (LOSS)

FOR THE THREE MONTHS ENDED MARCH 31, 2019 AND 2018

(Stated in US Dollars)

	For the Three months ended
	March 31,
	2019		2018

Net revenues	$	1,078,245	$	1,017,528
Cost of revenues		779,988		901,491
Gross profit		298,257		116,037

Operating expenses:
Selling and marketing expenses		110		21,947
General and administrative expenses		234,569		162,387
Total operating expenses		234,679		184,334

Operating income (loss)		63,578		(68,297	)

Other income (expenses):
Interest income		161		486
Other income		-		730
Other expenses		-		(3,482	)
		161		(2,266	)

Income (loss) Loss before taxes from continuing operations		63,739		(70,563	)

Provision for income taxes		56,043		-

Income (loss) from continuing operations		7,696		(70,563	)

Discontinued operations:
Income (loss) from discontinued operations		-		13,046
Provision for income taxes		-		-
Income (loss) from discontinued operations, net of taxes		-		13,046

Net income (loss)	$	7,696	$	(57,517	)

Net (loss) income attributable to:
- Common shareholders		7,696		(60,100	)
- Non-controlling interests		-		2,583

Other comprehensive income:
Foreign currency translation gain (loss)		192,662		(446,052	)
Comprehensive income (loss)	$	200,358	$	(503,569	)

Loss per share from continuing operations
- Basic and diluted		0.00		(0.04	)
Income (loss) per share from discontinued operations
- Basic and diluted		0.00		0.01

Loss per share
- Basic and diluted		0.00		(0.03	)

Basic and diluted weighted average shares outstanding		5,497,765		1,754,313

See Accompanying Notes to the Financial Statements

F-3

PLANET GREEN HOLDINGS CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2019 AND 2018

(STATED IN US DOLLARS)

	For the Three months ended
	March 31,
	2019			2018
Cash flows from operating activities
Net income/(loss)	$	7,696		$	(70,563	)
Adjustments to reconcile net income to net cash sourced (used) in operating activities:
Gain from disposal of investment and subsidiaries
Adjustment to retained earnings as a result of disposal of subsidiaries
Depreciation and amortization expense		109,528			152,379
Amortization of intangible assets		-			88,204
Decrease in accounts and other receivables		459,873			1,485,391
Decrease in related party receivables		264			-
Decrease /(increase) in inventories		(10,265	)		517,677
Decrease/(increase) in advance to suppliers		-			(40,950	)
Decrease/(increase) in prepayment		(227,654	)		308,598
Increase/(decrease) in accounts and other payables		38,271			(3,739,511	)
Increase/(decrease) in taxes payable		(92,968	)		(193,615	)
Increase in customer deposits		-			17,666
Net cash provided by (used in) operating activities		284,745			(1,474,724	)

Cash flows from investing activities
Purchase of plant and equipment		-			(2,799	)
Net cash (used in) provided by investing activities	$			$	(2,799	)

Cash flows from financing activities
Proceeds from issuance of common stock		-			1,275,000
Repayment of bank borrowings		-			-
Net cash provided by financing activities	$	-		$	1,275,000

Net increase (decrease) in cash and cash equivalents		284,745			(202,523	)

Effect of foreign currency translation on cash and cash equivalents		20,370			416,907

Cash and cash equivalents–beginning of year		1,062,643			85,493

Cash and cash equivalents–end of year	$	1,367,758		$	299,877

Supplementary cash flow information:
Interest received	$	161		$	486
Interest paid	$	-		$	-
Income taxes paid	$	-		$	-

See Accompanying Notes to the Financial Statements

F-4

PLANET GREEN HOLDINGS CORP.

(F/K/A AMERICAN LORAIN CORPORATION)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2019 AND DECEMBER 31, 2018

(Stated in US Dollars)

Organization and Principal Activities

Planet Green Holdings Corp. (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 operating subsidiary Taishan Muren Agriculture Co. Ltd. Through its subsidiaries, the Company grow herbs and spices, sell sauces and other products developed from these herbs and spices, and offer a variety of food and beverage products, including packaged sauce, tea and brown rice syrup, to consumers and food service businesses.

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.

Principles of consolidation

The accompanying consolidated financial statements include the assets, liabilities, and results of operations of the Company, and its subsidiaries, which are listed below:

	Place of	Attributable 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 Technology 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.

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 certain of these 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 have significant influence over Beijing Lorain and Beijing Lorain is accounted for as equity method investment.

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

F-5

Planet Green Holdings Corporation

Notes to Financial Statements

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

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.

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 VIE agreements with Lorain Food (Shenzhen) Co., Ltd. (“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 a VIE. On September 27, 2018, the agreements were terminated due to the Company’s restructuring and Shenzhen Lorain was no longer a variable interest entity under Shandong Greenpia.

As of March 31, 2019, 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

Discontinued operations

In 2017, the Company discontinued the operations in Shandong Lorain Co. Ltd. and Dongguan Lorain Co., Ltd. As a result, the financial results of these two subsidiaries are presented as discontinued operations.

In the first quarter of 2018, the Company’s board of directors resolved to discontinue the operations of Junan Hongrun Foodstuff Co. Ltd.

As of September 30, 2018, the Company disposed International Lorain Holding Inc. and its subsidiaries: Junan Hongrun Foodstuff Co., Ltd., Shandong Lorain Co., Ltd., Dongguan Lorain Co., Ltd. as a result of the sale agreement.

In the fourth quarter of 2018, the Company’s board of directors resolved to discontinue the operations of Beijing Lorain Co, Ltd., Luotian Lorain Co., Ltd., and Shandong Greenpia Foodstuff Co., Ltd.

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.

F-6

Planet Green Holdings Corporation

Notes to Financial Statements

Cash and cash equivalents

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

Investment securities

The Company classifies securities it holds for investment purposes into trading or available-for-sale. Trading securities are bought and held principally for the purpose of selling them in the near term. All securities not included in trading securities are classified as available-for-sale.

Trading and available-for-sale securities are recorded at fair value. Unrealized holding gains and losses on trading securities are included in the net income. Unrealized holding gains and losses, net of the related tax effect, on available for sale securities are excluded from net income and are reported as a separate component of other comprehensive income until realized. Realized gains and losses from the sale of available-for-sale securities are determined on a specific-identification basis.

A decline in the market value of any available-for-sale security below cost that is deemed to be other-than-temporary results in a reduction in carrying amount to fair value. The impairment is charged as an expense to the statement of income and comprehensive income and a new cost basis for the security is established. To determine whether impairment is other-than-temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and duration of the impairment, changes in value subsequent to year end, and forecasted performance of the investee.

Premiums and discounts are amortized or accreted over the life of the related available-for-sale security as an adjustment to yield using the effective-interest method. Dividend and interest income are recognized when earned.

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 as incurred.

Inventories

Inventories consist of raw materials and finished goods which are stated at the lower of cost or market value. Finished goods are comprised of direct 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.

F-7

Planet Green Holdings Corporation

Notes to Financial Statements

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 typically applies a salvage value of 0% to 10%. The estimated useful lives of the plant and equipment are as follows:

Buildings		20-40 years
Landscaping, plant and tree		30 years
Machinery and equipment		1-10 years
Motor vehicles		10 years
Office equipment		5 years

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

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.

Land use rights

Land use rights are carried at cost and amortized on a straight-line basis over a specified period. Amortization is provided using the straight-line method over 40-50 years.

Goodwill

Goodwill represents the excess of the purchase price over the fair value of the net identifiable assets acquired in a business combination. The Company conducts an annual assessment of its goodwill for impairment. If the carrying value of its goodwill exceeds its fair value, then impairment has incurred; accordingly, a charge to the Company’s results of operations will be recognized during the period. Fair value is generally determined using a discounted expected future cash flow analysis.

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.

F-8

Planet Green Holdings Corporation

Notes to Financial Statements

Foreign currency translation

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

	3/31/2019		12/31/2018		3/31/2018
Period/year end RMB: US$ exchange rate		6.7335		6.8764		6.2881
Period/annual average RMB: US$ exchange rate		6.7087		6.5137		6.3171

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 persuasive evidence of arrangement exists, the price has been fixed or is determinable, the delivery has been completed and no other significant obligations of the Company exists, and collectability of payment is reasonably assured. Payments received prior to all of the foregoing criteria are recorded as customer deposits. Recorded revenue is derived from the value of goods invoiced less value-added tax (VAT).

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.

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.

F-9

Planet Green Holdings Corporation

Notes to Financial Statements

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.

Unaudited interim financial information

These unaudited interim condensed consolidated financial statements have been prepared in accordance with GAAP for interim financial reporting and the rules and regulations of the Securities and Exchange Commission that permit reduced disclosure for interim periods. Therefore, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. In the opinion of management, all adjustments of a normal recurring nature necessary for a fair presentation of the financial position, results of operations and cash flows for the periods presented have been made. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for the year ending December 31, 2019.

The consolidated balance sheets and certain comparative information as of December 31, 2018 are derived from the audited consolidated financial statements and related notes for the year ended December 31, 2018 (“2018 Annual Financial Statements”), included in the Company’s 2018 Annual Report on Form 10-K. These unaudited interim condensed consolidated financial statements should be read in conjunction with the 2018 Annual Financial Statements.

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.

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 is evaluated the timing and the impact of the aforesaid guidance on the financial statements.

F-10

Planet Green Holdings Corporation

Notes to Financial Statements

Restricted Cash

Restricted cash represents interest bearing deposits placed with banks to secure banking facilities in the form of loans and notes payable. The funds are restricted from immediate use and are designated for settlement of loans or notes when they become due.

Trade Receivables

The Company extends credit terms of 15 to 60 days to the majority of its domestic customers, which include third-party distributors, supermarkets and wholesalers.

	3/31/2019		12/31/2018
Trade accounts receivable	$	1,044,381	$	6,528,072
Less: Allowance for doubtful accounts		-		-
	$	1,044,381	$	6,528,072

Allowance for doubtful accounts:
Beginning balance	$	-	$	(804,937	)
Reclassified to discontinued operations		-		804,937
Additions to allowance		-		-
Bad debt written-off		-		-
Ending balance	$	-	$	-

Inventories

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

	3/31/2019		12/31/2018
Raw material	$	-	$	-
Work in progress		-		-
Finished goods		10,265		-
	$	10,265	$	-

6.	Plant and Equipment

Property, plant, and equipment consisted of the following as of March 31, 2019 and December 31, 2018:

	3/31/2019			12/31/2018
At Cost:
Buildings	$	1,140,645		$	1,116,940
Machinery and equipment		31,732			31,066
Biological assets		2,122,125			2,078,012
	$	3,294,502		$	3,226,018

Less: Accumulated depreciation		(1,964,028	)		(1,854,500	)

	$	1,330,474		$	1,371,518

Depreciation expense for the three months ended March 31, 2019 and 2018 was $109,528 and $152,379 respectively.

F-11

Planet Green Holdings Corporation

Notes to Financial Statements

Income Taxes

All of the Company’s continuing 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 months ended March 31, 2019 and 2018:

	3/31/2019		3/31/2018
Income/(loss) attributed to PRC continuing operations	$	63,739	$	(70,563	)
Income/(loss) attributed to U.S. operations
Income/(loss) before tax	$	63,739	$	(70,563	)

PRC Statutory Tax at 25% Rate		56,043		-
Effect of tax exemption granted
Income tax	$	56,043	$	-

Per Share Effect of Tax Exemption

	3/31/2019		3/31/2018
Effect of tax exemption granted	$	-	$	-
Weighted-Average Shares Outstanding Basic		5,497,765		1,754,313
Per share effect	$	-	$	-

The difference between the U.S. federal statutory income tax rate and the Company’s effective tax rate was as follows for the Three months ended March 31, 2019 and 2018:

	3/31/2019			3/31/2018
U.S. federal statutory income tax rate		21	%		21	%
Higher (lower) rates in PRC, net		4	%		4	%
Expenses not deductible to taxable income		62.9	%		-25	%
The Company’s effective tax rate		87.9	%		0	%

F-12

Planet Green Holdings Corporation

Notes to Financial Statements

Earnings/(Loss) Per Share

Components of basic and diluted earnings per share were as follows:

	For the three months ended
	March 31,
	2019		2018
Basic and diluted (loss) earnings per share numerator:
Income/(loss) from continuing operations (attributable) available to common stockholders	$	7,696		(70,563	)
(Loss) income from discontinued operations (attributable) available to common stockholders		-		13,046
(Loss) income (attributable) available to common stockholders		7,696		(60,100	)

Basic and diluted (loss) earnings per share denominator:
Original Shares:		5,497,765		1,530,980
Additions from Actual Events -Issuance of Common Stock		-		233,333
Basic Weighted Average Shares Outstanding		5,497,765		1,754,313

Income/(loss) per share from continuing operations - Basic and diluted		0.00		(0.04	)

Income/(loss) per share from discontinued operations - Basic and diluted		-		0.01

Income/(loss) per share - Basic and diluted		0.00		(0.03	)

Weighted Average Shares Outstanding - Basic and diluted		5,497,765		1,754,313

F-13

Planet Green Holdings Corporation

Notes to Financial Statements

Lease Commitments

For the year ended December 31, 2016, Taishan Muren Agriculture Co., Ltd. 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, Taishan Muren Agriculture Co. Ltd. entered into three operating lease agreements leasing three additional plots of land where biological assets are grown. For the year ended December 31, 2018

The leases entered and expires 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 March 31, 2019 are as follows:

Period	Lease Payable
Year 1	$	224,896
Year 2		224,896
Year 3		224,896
Year 4		224,896
Year 5		224,896
Thereafter		1,386,853
	$	2,511,333

The outstanding lease commitments for the leases listed above as of March 31, 2019 was $2,511,333.

In February 2016, the FASB issued ASU 2016-02 “Leases (Topic 842).” The new standard requires lessees to recognize lease assets (right of use) and lease obligations (lease liability) for leases previously classified as operating leases under generally accepted accounting principles on the balance sheet for leases with terms in excess of 12 months. The standard is effective for annual periods beginning after December 15, 2018, including interim periods within those fiscal years. The Company is assessing the impact of the adoption of the new standard.

F-14

Planet Green Holdings Corporation

Notes to Financial Statements

10.

Other Expenses

Other expenses consisted of the following:

	3/31/2019		3/31/2018
Other expense:
Impairment of property and equipment	$	-	$	-
Other		-		(3,482	)
	$	-	$	(3,482	)

11.

Discontinued Operations

As of December 31, 2018, the Company has reclassified the results of operations and the financial position of Luotian Lorain and Shandong Greenpia as discontinued operations. Selected details regarding those discontinued operations are provided below. Selected details regarding those discontinued operations are provided below.

	For the three months ended March 31,
Results of Operations	2019		2018

Sales	$	-	$	14,582
Cost of sales		-
Gross profit		-		14,582

Operating expenses		-		1,536

Other expenses		-		-

Loss before Taxes		-		13,046

Taxes		-		-

Net income	$	-	$	13,046

	At			At
Financial Position	3/31/2019			12/31/2018
Current Assets	$	-		$	-
Non-Current Assets		-			-
Total Assets	$	-		$	-

Current Liabilities	$	3,643,696		$	8,607,813
Total Long-Term Liabilities					-
Total Liabilities	$	3,643,696		$	8,607,813

Net Assets	$	(3,643,696	)	$	(8,607,813	)

Total Liabilities & Net Assets	$	0.00		$	0.00

F-15

Planet Green Holdings Corporation

Notes to Financial Statements

12.

Risks

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.

Interest risk

The company is subject to interest rate risk when short term loans become due and require refinancing.

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.

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.

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.

F-16

Planet Green Holdings Corporation

Notes to Financial Statements

13.

Subsequent Events

On April 10, 2019, the Company’s executive officers determined to dispose the discontinued subsidiaries, Luotian Green Foodstuff Co., Ltd. and Shandong Greenpia Foodstuff Co., Ltd. for the interests of the Company and its stockholders.

On April 29, 2019, the Company issued a press release (the “Press Release”) announcing that on April 26, 2019, the NYSE American LLC (“NYSE American”) notified the Company that the Company had regained compliance with the NYSE American listing requirements because it has resolved the continued listing deficiency with respect to Section 1003(a)(i) and Section 1003(a)(ii) of the NYSE American Company Guide.

On May 9, 2019, the Company and its wholly owned subsidiary Shanghai Xunyang Internet Technology Co., Ltd. (“Subsidiary”) entered into a Share Exchange Agreement with Xianning Bozhuang Tea Products Co., Ltd. (“Target”) and each of the shareholders of Target (collectively, “Sellers”). Such transaction closed on May 14, 2019. Pursuant to the Share Exchange Agreement, the Subsidiary acquired all outstanding equity interests of Target, a company that produces tea products and sells such products in China. Pursuant to the Share Exchange Agreement, the Company issued an aggregate of 1,080,000 shares of common stock of the Company to the Sellers in exchange for the transfer of all of the equity interest of the Target to the Subsidiary.

F-17

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

Overview

We are headquartered in Shanghai, China. Since the restructuring of our company in September 2018, our primary business, which is carried out by Taishan Muren, our newly acquired business, is:

●

to develop and market products, such as sauces, from herbs and spices that we grow in China; and

●

to sell brown rice syrup and tea bags developed using our unique recipes in China.

Results of Operations

Three Months Ended March 31, 2019 Compared to Three Months Ended March 31, 2018

The following table summarizes the results of our operations during the three-month periods ended March 31, 2019 and March 31, 2018, respectively, and provides information regarding the dollar and percentage increase or (decrease) from the three-month period ended March 31, 2019 compared to the three month period ended March 31, 2018.

(All amounts, other than percentages, stated in thousands of U.S. dollars)

	Three months ended					Increase /			Increase /
	March 31,					Decrease			Decrease
(In Thousands of USD)	2019		2018			($)			(%)
Net revenues		1,078		1,018			60			5.9
Cost of revenues		780		901			(121	)		(13.4	)
Gross profit (loss)		298		116			182			156.9
Operating expenses:		-		-			-			-
Selling and marketing expenses		-		22			(22	)		(100.0	)
General and administrative expenses		235		162			73			45.1
Operating (loss) Income		64		(68	)		132			(194.1	)
Government subsidy income		-		-			-			-
Interest and other income		-		1			(1	)		(100.0	)
Other expenses		-		(3	)		3			(100.0	)
Interest expense		-		-						-
Gain from investment		-		-			-			-
Income before tax from continuing operations		64		(71	)		135			(190.1	)
Income tax expense/(income)		56		-			56			-
Net income from continuing operations		8		(71	)		79			(111.3	)
Net (loss) income from discontinued operations		-		13			(13	)		(100.0	)
Net Income		8		(58	)		66			(113.8	)
Non-controlling interests		-		3			(3	)		(100.0	)
Net income of common stockholders		8		(60	)		68			(113.3	)

Revenue

Net Revenues. Our net revenues for the three months ended March 31, 2019 amounted to $1.07 million, which represents an increase of approximately $0.06 million, or 5.9%, from the three-month period ended on March 31, 2018, in which our net revenue was $1.01 million. This increase was attributable to the disposal of certain of our historical subsidiaries and acquisition of Taishan Muren.

Cost of Revenues. During the three months ended March 31, 2019, we experienced an decrease in cost of revenue of $0.12 million, in comparison to the three months ended March 31, 2018, from approximately $0.9 million to $0.78 million, reflecting a decrease of 14%. This decrease was related to our new subsidiary, Taishan Muren Agriculture Co. Ltd. and disposal and discontinue of certain subsidiaries.

Gross Profit. Our gross profit increased $0.18 million, or 157%, to $0.29 million for the three months ended March 31, 2019 from $0.11 million for the three months ended March 31, 2018, attributable to the disposal of certain of our historical subsidiaries and acquisition of Taishan Muren.

Operating Expenses

Selling and Marketing Expenses. Our selling and marketing expenses decreased $21,847, or 99%, to $110 during the three months ended March 31, 2019, as compared to $21,947 during the three months ended March 31, 2018. The decrease of our selling and marketing expenses is mainly due to a decrease in sales activities because sales generated from our existing clients had been steady.

General and Administrative Expenses. We experienced an increase in general and administrative expense of $0.07 million from $0.16 million to approximately $0.23 million for the three months ended March 31, 2019, compared to the three months ended March 31, 2018. This cost increase was caused by the cost of service providers in connection with our reporting obligation.

Net Income

Net income increased to $8,000 for the three months ended March 31, 2019 from net loss of $58,000 for the three months ended March 31, 2018. Such gain was primarily the result of acquisition of Taishan Muren and disposal and discontinue of certain subsidiaries.

Liquidity and Capital Resources

In the reporting period in 2019, our primary sources of financing have been cash generated from operations. As of March 31, 2019, we had cash and cash equivalents (including restricted cash) of $1,367,758. Our cash and cash equivalents increased by approximately $ 305,115 from March 31, 2018. The following table provides detailed information about our net cash flow for all financial statement periods presented in this report.

General

Management anticipates that our existing capital resources and cash flows from operations are adequate to satisfy our liquidity requirements for the next 12 months. Our primary capital needs have been to fund our working capital requirements. In the past, our primary sources of financing have been cash generated from operations and financing activities.

As of March 31, 2019 and 2018, cash and cash equivalents (including restricted cash) were $1.36 million and $1.06 million, respectively. The debt to assets ratio was 38.9% and 57.6% as of March 31, 2019 and December 31, 2018, respectively. We expect to continue to finance our operations and working capital needs in 2019 from cash generated from operations and, if needed, private financings. If available liquidity is not sufficient to meet our operating and loan obligations as they come due, our plans include pursuing alternative financing arrangements or reducing expenditures as necessary to meet our cash requirements. However, there is no assurance that we will be able to raise additional capital or reduce discretionary spending to provide liquidity, if needed. We cannot be sure of the availability or terms of any alternative financing arrangements.

The following table provides detailed information about our net cash flow for all financial statement periods presented in this report.

Cash Flow (In thousands)

	For the Three Months Ended
	March 31,
	2019		2018
Net cash (used in)/provided by operating activities		285		(1,475	)
Net cash provided by/ (used in) investing activities		-		(3	)
Net cash provided by/ (used in) financing activities		-		1,275
Net cash flow		285		(203	)

Operating Activities

Net cash provided by operating activities was $0.29 million and used by operating activities was $1.5 million for the three months periods ended March 31, 2019 and 2018, respectively. The increase of approximately $1.76 million in net cash flows provided by operating activities in the first three months of 2019 was primarily due to decreases of $3.8 million in accounts and other payables, decrease of $1.0 million accounts and other receivable, and increase of $0.5 million in prepayment, increase of $0.5 million in inventories.

Financing Activities

Net cash used in financing activities for the three months period ended March 31, 2019 was $0 million representing a decrease of $1.3 million in net cash used in financing from $1.3 million for the same period of 2018.

Critical Accounting Policies

The preparation of financial statements in conformity with United States generally accepted accounting principles requires our management to make assumptions, estimates and judgments that affect the amounts reported in our financial statements, including the notes thereto, and related disclosures of commitments and contingencies, if any. We consider our critical accounting policies to be those that require significant judgments and estimates in the preparation of financial statements, including those set forth in Note 2 to the financial statements included herein.

Off-Balance Sheet Arrangements

We do not have any off-balance arrangements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not required.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rule 13a(15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in Exchange Act reports 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 our management, including to our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

As required by Rule 13a-15 under the Exchange Act, our management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2019. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of March 31, 2019, and as of the date that the evaluation of the effectiveness of our disclosure controls and procedures was completed, our disclosure controls and procedures were not effective due to the continuing material weakness in our internal control over financial reporting.

The material weakness and significant deficiency identified by our management as of March 31, 2019 relates to the ability of the Company to record transactions and provide disclosures in accordance with U.S. GAAP. We did not have sufficient and skilled accounting personnel with an appropriate level of experience in the application of U.S. GAAP commensurate with our financial reporting requirements. For example, our staff members do not hold licenses such as Certified Public Accountant or Certified Management Accountant in the U.S., have not attended U.S. institutions for training as accountants, and have not attended extended educational programs that would provide sufficient relevant education relating to U.S. GAAP. Our staff will require substantial training to meet the demands of a U.S. public company and our staff’s understanding of the requirements of U.S. GAAP-based reporting is inadequate.

We plan to provide U.S. GAAP training sessions to our accounting team. The training sessions will be organized to help our corporate accounting team gain experience in U.S. GAAP reporting and to enhance their awareness of new and emerging pronouncements with potential impact over our financial reporting. We plan to continue to recruit experienced and professional accounting and financial personnel and participate in educational seminars, tutorials, and conferences and employ more qualified accounting staff in future.

Changes in Internal Controls over Financial Reporting.

During the three months ended March 31, 2019, there were no changes in our internal control over financial reporting identified in connection with the evaluation performed during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations Over Internal Controls.

Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Our internal control over financial reporting includes those policies and procedures that:

(i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

(iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.

Management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our internal controls will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of internal controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Also, any evaluation of the effectiveness of controls in future periods are subject to the risk that those internal controls may become inadequate because of changes in business conditions, or that the degree of compliance with the policies or procedures may deteriorate.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 1A. RISK FACTORS

Not applicable.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

The following exhibits are filed as part of this Report.

Exhibit No.		Description

31.1		Certification of Principal Executive Officer filed pursuant to Section 302 of the Sarbanes(Oxley Act of 2002.*

31.2		Certification of Principal Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *

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. **

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.**

101.INS		XBRL Instance Document *

101.SCH		XBRL Taxonomy Extension Schema *

101.CAL		XBRL Taxonomy Extension Calculation Linkbase *

101.DEF		XBRL Taxonomy Extension Definition Linkbase *

101.LAB		XBRL Taxonomy Extension Label Linkbase *

101.PRE		XBRL Taxonomy Extension Presentation Linkbase *

*	Filed herewith.

**	Furnished herewith.

SIGNATURES

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

Date: May 14, 2019

	PLANET GREEN HOLDINGS CORP.

	/s/ Hongxiang Yu
	Hongxiang Yu
	Chief Executive Officer
	(Principal Executive Officer)

	/s/ Yu Li
	Yu Li
	Chief Financial Officer
	(Principal Financial and Accounting Officer)