The following discussion and analysis of financial condition and results of
operations relates to the operations and financial condition reported in the
unaudited condensed consolidated financial statements of Green Giant Inc.
(formerly "China HGS Real Estate, Inc.") for the three months ended December 31,
2022 and 2021 and should be read in conjunction with such financial statements
and related notes included in this report.



As used in this report, the terms "Company," "we," "our," "us" and "GGE" refer to Green Giant Inc. and its subsidiaries.

Preliminary Note Regarding Forward-Looking Statements.


We make forward-looking statements in Management's Discussion and Analysis of
Financial Condition and Results of Operations and elsewhere in this report based
on the beliefs and assumptions of our management and on information currently
available to us. Forward-looking statements include information about our
possible or assumed future results of operations which follow under the headings
"Business Overview," "Liquidity and Capital Resources," and other statements
throughout this report preceded by, followed by or that include the words
"believes," "expects," "anticipates," "intends," "plans," "estimates" or similar
expressions.



Forward-looking statements are subject to a number of risks and uncertainties
that could cause actual results to differ materially from those expressed in
these forward-looking statements, including the risks and uncertainties
described below and other factors we describe from time to time in our periodic
filings with the U.S. Securities and Exchange Commission (the "SEC"). We
therefore caution you not to rely unduly on any forward-looking statements. The
forward-looking statements in this report speak only as of the date of this
report, and we undertake no obligation to update or revise any forward-looking
statement, whether as a result of new information, future developments or
otherwise. These forward-looking statements include, among other things,
statements relating to:



? our ability to sustain our project development

? our ability to obtain additional land use rights at favorable prices;

? the market for real estate in Tier 3 and 4 cities and counties;

? our ability to obtain additional capital in future years to fund our planned


   expansion; or




? economic political, regulatory, legal and foreign exchange risks associated


   with our operations.




Business Overview



We conduct substantially all of our business through Shaanxi Guangsha Investment
and Development Group Co., Ltd, in Hanzhong, Shaanxi Province. Since the
initiation of our business, we have been focused on expanding our business in
certain Tier 3 and Tier 4 cities and counties in China.



For the three months ended December 31, 2022, our sales and gross profit were
$0.2 million and $0.03 million, respectively, representing an approximate 94.2%
and 97.6% decrease in sales and gross profit as compared to three months ended
December 31, 2021, respectively. The decrease in sales and gross profit was
mainly the result of less gross floor area ("GFA") sold during the three months
ended December 31, 2022.



For the three months ended December 31, 2022, the average selling price ("ASP")
for our real estate projects located in Yang County was approximately $482 per
square meter, decreased $31 per square comparing to the same period of last

year
due to lower ASP.



                                       21





Market Outlook



On November 11, 2022, the People's Bank of China and the China Banking and
Insurance Regulatory Commission issued "Yin Fa [2022] No. 254 "Notice on
Supporting the Stable and Healthy Development of the Real Estate Market" to
support the stable and healthy development of the real estate market. On
November 14, 2022, China Banking and Insurance Regulatory Commission, the
Ministry of Housing and Urban-Rural Development and the Central Bank issued the
"Notice on the Relevant Work of Commercial Banks Issuing letters of Guarantee to
Replace the Pre-sale Supervision Funds" (the "Pre-sale Supervision Funds
Notice"). Commercial banks' house related credit business is expected to expand.
The "Financial Support for Real Estate Notice" issued sixteen measures to
generate power at both supply and demand ends, it further clarifies the support
policies for housing credit. Many policies have been implemented at the document
system level for the first time, or will push banks to increase their support
for the real estate market. It is expected to positively affect the conservative
attitude of commercial banks to intervene in the development of loan market and
support the increasing demand from home buyers for mortagage loans.



The Company intends to remain focused on our existing construction projects in Hanzhong City and Yang County, deepening our institutional sales network, enhancing our cost and operational synergies and improving cash flows and strengthening our balance sheet.

The Company started the construction of the Liangzhou Road related projects after the approval by the local government of the road. These projects comprise residential for end-users and upgraders, shopping malls as well as serviced apartments and offices to satisfy different market demands.





In December 2019, a novel strain of coronavirus (COVID-19) surfaced. COVID-19
has spread rapidly to many parts of the PRC and other parts of the world in the
first quarter of 2020, which has caused significant volatility in the PRC and
international markets. There is significant uncertainty around the breadth and
duration of business disruptions related to COVID-19, as well as its impact on
the PRC and international economies. For the quarter ended December 31, 2022,
the COVID-19 pandemic did not have did have a material net impact on the
Company's financial position and operating results, especially Yang County which
is operation was shut down. On and off from August 2022 onwards the extent of
the impact on the Company's future financial results will be dependent on future
developments such as the length and severity of the crisis, the potential
resurgence of the pandemic, future government actions in response to the
pandemic and the overall impact of the COVID-19 pandemic on the local economy
and real estate markets, among many other factors, all of which remain highly
uncertain and unpredictable. Given this uncertainty, the Company is currently
unable to quantify the future impact of the COVID-19 pandemic on its future
operations, financial condition, liquidity and results of operations if the
current situation continues.



CRITICAL ACCOUNTING POLICIES AND ESTIMATES





The discussion and analysis of our financial condition and results of operations
are based upon our condensed consolidated financial statements, which have been
prepared in accordance with accounting principles generally accepted in the
United States. The preparation of these condensed consolidated financial
statements requires us to make estimates and judgments that affect our reported
assets, liabilities, revenues and expenses, and related disclosure of contingent
assets and liabilities. We evaluate our estimates on an on-going basis and base
them on historical experience and various other assumptions that are believed to
be reasonable under the circumstances as the basis for making judgments about
the carrying values of assets and liabilities that are not readily apparent from
other sources. Actual results may differ from these estimates because of
different and changing assumptions or conditions.



We believe the following critical accounting policies affect our significant
estimates and judgments used in the preparation of our condensed consolidated
financial statements. These policies should be read in conjunction with Note 3
of the notes to the unaudited condensed consolidated financial statements.




Revenue recognition



The Company follows FASB ASC Topic 606 "Revenue from Contracts with Customers"
("ASC 606"). Under ASC 606, Revenue from Contracts with Customers, revenue is
recognized in accordance with the transfer of goods and services to customers at
an amount that reflects the consideration that the Company expects to be
entitled to for those goods and services. The Company determines revenue
recognition through the following steps:



? identification of the contract, or contracts, with a customer;

? identification of the performance obligations in the contract;

? determination of the transaction price, including the constraint on variable


   consideration;




    ?   allocation of the transaction price to the performance obligations in the
        contract; and




    ?   recognition of revenue when (or as) the Company satisfies a performance
        obligation.




                                       22





Most of the Company's revenue is derived from real estate sales of condominiums
and commercial properties in the PRC. The majority of the Company's contracts
contain a single performance obligation involving significant real estate
development activities that are performed together to deliver a real estate
property to its customers. Revenues arising from real estate sales are
recognized when or as the control of the asset is transferred to the customer.
The control of the asset may transfer over time or at a point in time. For the
sales of individual condominium units in a real estate development project, the
Company has an enforceable right to payment for performance completed to date,
revenue is recognized over time by measuring the progress towards complete
satisfaction of that performance obligation ("percentage completion method").
Otherwise, revenue is recognized at a point in time when the customer obtains
control of the asset. For the three months ended December 31, 2022 and 2021, the
Company did not have any construction in progress meet the revenue recognition
under percentage completion method.



Disaggregation of Revenues

Disaggregated revenues was as follows:





                                                                 For the three months ended
                                                                        December 31,
                                                                   2022               2021
                                                               (Unaudited)        (Unaudited)

Revenue recognized for completed condominium real estate projects, net of sales taxes

$    162,706

$ 2,818,994 Revenue recognized for condominium real estate projects under development, net of sales taxes

                                     -                  -
Total revenue, net of sales taxes                              $    162,706
$  2,818,994




Contract balances



Timing of revenue recognition may differ from the timing of billing and cash
receipts from customers. The Company records a contract asset when revenue is
recognized prior to invoicing, or a contract liability when cash is received in
advance of recognizing revenue. A contract asset is a right to consideration
that is conditional upon factors other than the passage of time. Contract assets
include billed and billable receivables, which are the Company's unconditional
rights to consideration other than the passage of time. Contract liabilities
include cash collected in advance and in excess of revenue recognized. Customer
deposits are excluded from contract liabilities.



The Company immediately expenses sales commissions (included under selling expenses) because sales commission is not expected to be recovered.


The Company provides "mortgage loan guarantees" only with respect to buyers who
make down-payments of 20%-50% of the total purchase price of the property. The
period of the mortgage loan guarantee begins on the date the bank approves the
buyer's mortgage and we receive the loan proceeds in our bank account and ends
on the date the "Certificate of Ownership" evidencing that title to the property
has been transferred to the buyer. The procedures to obtain the Certificate of
Ownership take six to twelve months (the "Mortgage Loan Guarantee Period"). If,
after investigation of the buyer's income and other relevant factors, the bank
decides not to grant the mortgage loan, our mortgage-loan based sales contract
terminates and there will be no guarantee obligation. If, during the Mortgage
Loan Guarantee Period, the buyer defaults on his or her monthly mortgage payment
for three consecutive months, we are required to return the loan proceeds back
to the bank, although we have the right to keep the customer's deposit and
resell the property to a third party. Once the Certificate of Ownership has been
issued by the relevant government authority, our loan guarantee terminates. If
the buyer then defaults on his or her mortgage loan, the bank has the right to
take the property back and sell it and use the proceeds to pay off the loan. The
Company is not liable for any shortfall that the bank may incur in this event.
To date, no buyer has defaulted on his or her mortgage payments during the
Mortgage Loan Guarantee Period and the Company has not returned any loan
proceeds pursuant to its mortgage loan guarantees.



                                       23





Use of estimates



The preparation of financial statements in conformity with U.S. GAAP requires
management to make estimates and assumptions that affect the amounts reported in
the consolidated financial statements and accompanying notes, and disclosure of
contingent liabilities at the date of the consolidated financial statements.
Estimates are used for, but not limited to, the assumptions and estimates used
by management in recognizing development revenue under the percentage of
completion method, the selection of the useful lives of property and equipment,
provision necessary for contingent liabilities, revenue recognition, taxes and
budgeted costs. Management believes that the estimates utilized in preparing its
consolidated financial statements are reasonable and prudent. Actual results
could differ from these estimates.



Real estate property development completed and under development





Real estate property consists of finished residential unit sites, commercial
offices and residential unit sites under development. The Company leases the
land for the residential unit sites under land use right leases with various
terms from the PRC government. The cost of land use rights is included in the
development cost and allocated to each project. Real estate property development
completed and real estate property under development are stated at the lower of
cost or fair value.



Expenditures for land development, including cost of land use rights, deed tax,
pre-development costs, and engineering costs, exclusive of depreciation, are
capitalized and allocated to development projects by the specific identification
method. Costs are allocated to specific units within a project based on the
ratio of the sales area of units to the estimated total sales area of the
project (or phase of the project) multiplied by the total cost of the project
(or phase of the project).


Cost of amenities transferred to buyers is allocated to specific units as a component of total construction cost. The amenity cost includes landscaping, road paving, etc. Once the projects are completed, the amenities are under control of the property management companies.





Real estate property development completed and under development are subject to
valuation adjustments when the carrying amount exceeds fair value. An impairment
loss is recognized only if the carrying amount of the asset is not recoverable
and exceeds its fair value. The carrying amount is not recoverable if it exceeds
the sum of the undiscounted cash flows expected to be generated by the asset.
The Company reviews all of its real estate projects for future losses and
impairment by comparing the estimated future undiscounted cash flows for each
project to the carrying value of such project. For the three months ended
December 31, 2022 and 2021, the Company did not recognize any impairment loss
for its real estate properties.



Appointment of Chief Operating Officer

Effective October 17, 2022, the Board appointed Ms. Sheng (Dorothy) Liu as the Chief Operating Officer of the Company with annual compensation of $25,000.





Ms. Sheng (Dorothy) Liu has served as the Chief Executive Officer of Zhongjintai
Venture Capital (Shenzhen) Co., Ltd. since January 2019. From April 2017 to
December 2020, Ms. Liu served as the General Manager of Shenzhen Zhaoyin
Dinghong Investment Management Co., Ltd. Ms. Liu served as the General Manager
of Vela-Industry (HK) Ltd. from February 2013 to March 2017. Ms. Liu graduated
from Massey University of New Zealand with a bachelor's degree in Financial

Economics.



RESULTS OF OPERATIONS


Three Months Ended December 31, 2022 compared to Three Months Ended December 31, 2021





Revenues



The following is a breakdown of revenue:





                                                                  For the three months ended
                                                                         December 31,
                                                                   2022                2021
                                                                (Unaudited)        (Unaudited)

Revenue recognized for completed condominium real estate projects, net of sales taxes

                                   $     

162,706 $ 2,818,994 Revenue recognized for condominium real estate projects under development, net of sales taxes

                                      -                  -
Total revenue, net of sales taxes                              $     162,706       $  2,818,994




                                       24




Revenue recognized for completed condominium real estate projects

The following table summarizes our revenue generated by different projects:





                                   For Three Months Ended December 31,
                                   2022                            2021                         Variance
                           Revenue            %           Revenue            %            Amount            %
                         (Unaudited)                    (Unaudited)


Mingzhu Garden
(Mingzhu Nanyuan &
Mingzhu Beiyuan)
Phase I and II          $           -             - %   $    815,863          28.3 %   $   (815,863 )      (100.0 )%
Oriental Pearl Garden               -             - %        770,452          26.8         (770,452 )      (100.0 )%
Yangzhou Palace               164,712         100.0 %      1,292,900          44.9 %     (1,128,188 )       (87.3 )%

Gross Real Estate
Sales                         164,712         100.0 %      2,879,215           100 %     (2,714,503 )       (94.3 )%
Less: Sales Tax                (2,006 )                      (60,221 )                       58,215         (96.7 )%
Revenue, net of sales
tax                     $     162,706                   $  2,818,994                   $ (2,656,288 )       (94.2 )%




Our revenues are derived from the sale of residential buildings, commercial
store-fronts and parking spaces in projects that we have developed. Comparing to
the same period of last year, revenues before sales tax decreased by 94.3% from
approximately $2.9 million to approximately $0.2 million for the three months
ended December 31, 2022. The total GFA sold during three months ended December
31, 2022 was 342 square meters, decreased from the 3,670 square meters completed
and sold during the same period of last year. The sales tax for the three months
ended December 31, 2022 was approximately $2,000  decreased by 96.7% from same
period of last year , consistent with the decreased revenue.



The year-over-year decrease in revenue was mainly caused by the following
reasons: 1) The macro-control of the real estate market by the Chinese
government, mainly suppressed in the past 12 months; 2)China's economic downturn
due to recurring epidemic; 3) Lower disposable income resulted in the decreased
demand for housing; 4) The Company is a real estate developer in the third and
fourth tier cities in China, the decline in house prices is especially obvious
than that in the first tier and second tier cities.



Cost of Sales


The following table sets forth a breakdown of our cost of sales:





                                   For Three Months Ended December 31,
                                   2022                            2021                         Variance
                            Cost              %             Cost             %            Amount            %
                         (Unaudited)                    (Unaudited)


Land use rights         $       5,773           4.4 %   $    138,278           9.5 %   $   (132,503 )       (95.8 )%
Construction cost             124,519          95.6 %      1,317,278          90.5 %     (1,192,761 )       (90.6 )%
Total cost              $     130,292         100.0 %   $  1,455,556         100.0 %   $ (1,325,264 )       (91.1 )%




Our cost of sales consists primarily of costs associated with land use rights
and construction costs. Cost of sales are capitalized and allocated to
development projects using a specific identification method. Costs are allocated
to specific units within a project based on the ratio of the sales area of units
to the estimated total sales area of the project or phase of the project times
the total cost of the project or phase of the project.



Cost of sales was approximately $0.1 million for the three months ended December
31, 2022 compared to $1.5 million for the same period of last year. The decrease
in cost of sales was mainly attributable to less GFA sold during the three
months ended December 31, 2022.



Land use rights cost: The cost of land use rights includes the land premium we
pay to acquire land use rights for our property development sites, plus taxes.
Our land use rights cost varies for different projects according to the size and
location of the site and the minimum land premium set for the site, all of which
are influenced by government policies, as well as prevailing market conditions.
Costs for land use rights for the three months ended December 31, 2022 and 2021
were approximately $0.006 million and $0.1 million, respectively.



                                       25





Construction cost: We outsource the construction of all of our projects to third
party contractors, whom we select through a competitive tender process. Our
construction contracts provide a fixed payment which covers substantially all
labor, materials and equipment costs, subject to adjustments for some types of
excess, such as design changes during construction or changes in
government-suggested steel prices. Our construction costs consist primarily of
the payments to our third-party contractors, which are paid over the
construction period based on specified milestones. In addition, we purchase and
supply a limited range of fittings and equipment, including elevators, window
frames and door frames. Our construction costs for the three months ending
December 31, 2022 were approximately $0.1 million as compared to approximately
$1.3 million for the three months ended December 31, 2021, representing a
decrease of approximately $1.2 million. The decrease in construction cost was
due to less units sold during the quarter ended December 31, 2022.



Gross Profit



Gross profit and gross margin were approximately $0.03 million and 19.7 %
respectively for the three months ended December 31, 2022 as compared to
approximately $1.4 million and 47.4% respectively in the same period of last
year due to the economic downturn caused by the epidemic control in China and
aforementioned.



                                                             For three months ended December 31,
                                                         2022                                  2021
                                            Gross Profit       Gross Margin       Gross Profit       Gross Margin
                                            (Unaudited)                           (Unaudited)
Mingzhu Garden (Mingzhu Nanyuan &
Mingzhu Beiyuan) Phase I and II            $            -                  - %   $      246,481               30.2 %
Oriental Garden                                         -                  - %          613,688               79.7 %
Yangzhou Pearl Garden Phase I and II                    -                 

-                  -                  - %
Yangzhou Palace                                    34,420               20.9 %          563,490               43.6 %
Sales Tax                                          (2,006 )                             (60,221 )
Total Gross Profit                         $       32,414               19.7 %   $    1,363,438               47.4 %

Total Real Estate Sales before Sales Tax   $      164,712
     $    2,879,215




Operating Expenses



Total operating expenses decreased by 28.7% to approximately $0.6 million for
the three months ended December 31, 2022 from $0.9 million for the three months
ended December 31, 2021, primarily as a result of a decrease of $0.2 million in
selling expenses and a decrease of $0.07 million in general administrative
expenses. Our general and administrative expense was approximately $0.57 million
for the three months ended December 31, 2022, decreased by $0.63 million from
the three months ended December 31, 2021  due to no professional and consulting
fees incurred in the 1st quarter of fiscal 2023. Our total operating expenses
accounted for 368.7% and 29.6% of our real estate sales before sales taxes for
the three months ended December 31, 2022 and 2021, respectively.



                                                       For three months ended
                                                            December 31,
                                                       2022              2021
                                                   (Unaudited)        (Unaudited)

Selling expenses                                   $     40,430      $     219,787

General and administrative expenses                     566,817           

631,927


Total operating expenses                           $    607,247      $    

851,714

Percentage of Real Estate Sales before Sales Tax 368.7 %


  29.6 %




                                       26





Income Taxes



PRC Taxes



The Company's PRC subsidiary and VIE are governed by the Income Tax Law of the
People's Republic of China concerning the privately run enterprises, which are
generally subject to income tax on income reported in the statutory financial
statements after appropriate tax adjustments. The Company's CIT rate is 25% on
taxable income. Although the possibility exists for reinterpretation of the
application of the tax regulations by higher tax authorities in the PRC,
potentially overturning the decision made by the local tax authority, the
Company has not experienced any reevaluation of the income taxes for
prior years. The PRC tax rules are different from the local tax rules and the
Company is required to comply with local tax rules. The difference between the
two tax rules will not be a liability of the Company. There will be no further
tax payments for the difference. For the three months ended December 31, 2022
and 2021, the Company's effective income tax rate was nil and 29%.



Net Income



We reported net loss of approximately $0.6 million for the three months ended
December 31, 2022, as compared to net income of approximately $0.4 for the three
months ended December 31, 2021. The decrease in net income was primarily due to
less revenue and more operating expenses as discussed above.



Other Comprehensive Income



We operate primarily in the PRC and the functional currency of our operating
subsidiary and VIE is the Chinese Renminbi ("RMB").  RMB is not freely
convertible into foreign currency and all foreign exchange transactions must
take place through authorized institutions. No representation is made that RMB
amounts could have been, or could be, converted into USD at the rates used

in
translation.



Translation adjustments resulting from this process amounted to $3.0 million and
$2.2 million for the three months ended December 31, 2022 and 2021,
respectively. The balance sheet amounts with the exception of equity at December
31, 2022 were translated at 6.8972 RMB to 1.00 USD as compared to 7.1135 RMB to
1.00 USD at September 30, 2022. The equity accounts were stated at their
historical rate. The average translation rates applied to the income statements
accounts for the periods ended December 31, 2022 and 2021 were 7.1120 RMB and
6.3914 RMB, respectively.


Liquidity and Capital Resources





Our principal need for liquidity and capital resources is to maintain working
capital sufficient to support our operations and to make capital expenditures to
finance the growth of our business.



                                       27





In recent years, the Chinese government has implemented measures to control
overheating residential and commercial property prices including but not limited
to restrictions on home purchase, increasing the down-payment requirement
against speculative buying, development of low-cost rental housing properties to
help low-income groups while reducing the demand in the commercial housing
market, increasing real estate property taxes to discourage speculation, control
of the land supply and slowdown the construction land auction process, etc. In
addition, in December 2019, a novel strain of coronavirus (COVID-19) surfaced.
COVID-19 has spread rapidly throughout China and worldwide, which has caused
significant volatility in the PRC and international markets. There is
significant uncertainty around the breadth and duration of business disruptions
related to COVID-19, as well as its impact on the PRC and international
economies. To reduce the spread of COVID-19, the Chinese government has employed
measures including city lockdowns, quarantines, travel restrictions, suspension
of business activities and school closures. Due to difficulties resulting from
the COVID-19 pandemic, including, but not limited to, the temporary closure of
the Company's facilities and operations beginning in early February through
early March 2020, limited support from the Company's employees, delayed access
to construction raw material supplies, reduced customer visits to the Company's
sales office, and inability to promote real estate property sales to customers
on a timely basis, The Company experienced recovery of its real estate business
in fiscal 2022 and the following period.  The Company had real estate sales of
approximately $0.2 million for the three months ended December 31, 2022,
decreased from $2.9 million in the same period of last year. Based on the
assessment of the current economic environment, customer demand and sales
trends, we believe that consumer spending has been restored in the local real
estate market and real estate sales are expected to grow in the coming periods.
On the other side, due to the negative impact from the COVID-19 pandemic and its
variants, the development period of real estate properties and our operating
cycle has been extended and we may not be able to liquidate our large balance of
completed real estate properties within the short term as we originally
expected. In addition, as of December 31, 2022, we had large construction loans
payable of approximately $111.8 million and accounts payable of approximately
$10.9 million to be paid to subcontractors. The extent of the impact of COVID-19
on the Company's future financial results will be dependent on future
developments such as the length and severity of the crisis, the potential
resurgence of the crisis, future government actions in response to the crisis
and the overall impact of the COVID-19 pandemic on the local economy and real
estate markets, among many other factors, all of which remain highly uncertain
and unpredictable. Given this uncertainty, the Company is currently unable to
quantify the expected impact of the COVID-19 pandemic on its future operations,
financial condition, liquidity and results of operations if the current
situation continues. The above-mentioned facts raise substantial doubt about the
Company's ability to continue as a going concern for at least one year from

the
date of this filing.



In assessing its liquidity, management monitors and analyzes the Company's cash
on-hand, its ability to generate sufficient revenue sources in the future, and
its operating and capital expenditure commitments. As of December 31, 2022, our
total cash and restricted cash balance was approximately $3.8 million, decreased
from approximately $4.4 million as of September 30, 2022. With respect to
capital funding requirements, the Company budgeted its capital spending based on
ongoing assessments of needs to maintain adequate cash.  On October 25, 2022,
the Company closed a private placement with gross proceeds of $5.2 million. As
of December 31, 2022, we had approximately $77.0 million of completed
residential apartments and commercial units available for sale to potential
buyers. Although we reported approximately $10.9 million of accounts payable as
of December 31, 2022, due to the long-term relationship with our construction
suppliers and subcontractors, we were able to effectively manage cash spending
on construction and negotiate with them to adjust the payment schedule based on
our cash on hand. In addition, most of our existing real estate development
projects relate to the old town renovation which is supported by the local
government. As of December 31, 2022, we reported approximately $111.8 million of
construction loans borrowed from financial institutions controlled by the local
government and such loans can only be used on the old town renovation related
project development. We expect that we will be able to renew all of the existing
construction loans upon their maturity and borrow additional new loans from
local financial institutions, when necessary, based on our past experience and
the Company's good credit history. Also, the Company's cash flows from pre-sales
and current sales should provide financial support for our current development
projects and operations. For the three months ended December 31, 2022, we had
six large ongoing construction projects (see Note 4,  real estate properties
under development) which were in the preliminary development stage due to
delayed inspection and acceptance of the development plans by the local
government. In June 2020, we completed the residence relocation surrounding the
Liangzhou Road related projects and launched the construction of these projects
in December 2020. For the other four projects, we expect we will be able to
obtain the government's approval of the development plans on these projects in
the coming fiscal year and start the pre-sale of the real estate properties to
generate cash when certain property development milestones have been achieved.



                                       28





Cash Flow


Comparison of cash flows results is summarized as follows:





                                                                    Three months ended
                                                                       December 31,
                                                                   2022             2021
                                                               (Unaudited)      (Unaudited)

Net cash provided by operating activities                      $   (672,961 )   $    602,095
Net Cash Used in Investing Activities                            (5,200,000 )              -
Net cash provided by financing activities                         5,201,470

2,000,000


Effect of change of foreign exchange rate on cash and
restricted cash                                                      92,539         (358,596 )
Net increase in cash and restricted cash                           (578,952 )      2,243,499
Cash and restricted cash, beginning of period                     4,368,177

3,465,189


Cash and restricted cash, end of period                        $  3,789,225
$  5,708,688




Operating Activities



Net cash used by operating activities during the three months ended December 31,
2022 was approximately $0.7 million, consisting of net loss of approximately
$0.6 million and net changes in our operating assets and liabilities, which
mainly included a decrease of other assets of approximately $0.08 million due to
the reduction of receivables from housing buyers, a decrease in real estate
property completed of approximately $0.08  million due to sales of our Yangzhou
Palace and other projects and an decrease in customer deposits received of $0.3
million, offset by payments of other payables of approximately of $1.4 million
and additional spending in real estate under development of $1.3 million.



Net cash provided by operating activities during the three months ended December
31, 2021 was approximately $0.6 million, consisting of net income of
approximately $0.4 million and net changes in our operating assets and
liabilities, which mainly included a decrease of other assets of approximately
$2.9 million due to the reduction of receivables from housing buyers, a decrease
in real estate property completed of approximately $1.5 million due to sales of
our Yangzhou Palace and other projects and an increase in customer deposits
received of $1.8 million, offset by payments of other payables of approximately
of $4.5 million and additional spending in real estate under development of
$1.9
million.



Investing Activities


Net cash flows provided by investing activities was approximately $5.2 million and nil for three months ended December 31, 2022 and 2021.





Financing Activities



Net cash flows provided by financing activities was approximately $5.2 million
for three months ended December 31, 2022 from the private placement completed on
October 25, 2022.


Net cash flows provided by financing activities was approximately $2.0 million for three months ended December 31, 2021, which was advance proceeds from investors for the private placement sale of Units, which was completed on January 14, 2022.





                                       29




Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.


As an industry practice, the Company provides guarantees to PRC banks with
respect to loans procured by the purchasers of the Company's real estate
properties for the total mortgage loan amount until the buyer obtains the
"Certificate of Ownership" of the properties from the government, which
generally takes six to twelve months. Because the banks provide loan proceeds
without getting the "Certificate of Ownership" as loan collateral during the
six-to-twelve-month period, the mortgage banks require the Company to maintain,
as restricted cash of at least 5% of the mortgage proceeds as security for the
Company's obligations under such guarantees. If a purchaser defaults on its
payment obligations, the mortgage bank may deduct the delinquent mortgage
payment from the security deposit and require the Company to pay the excess
amount if the delinquent mortgage payments exceed the security deposit. If the
delinquent mortgage payments exceed the security deposit, the banks may require
us to pay the excess amount. If multiple purchasers' default on their payment
obligations at around the same time, we will be required to make significant
payments to the banks to satisfy our guarantee obligations. If we are unable to
resell the properties underlying defaulted mortgages on a timely basis or at
prices higher than the amounts of our guarantees and related expenses, we will
suffer financial losses. The Company has the required reserves in its restricted
cash account to cover any potential mortgage defaults as required by the
mortgage lenders. Since inception through the release of this report, the
Company has not experienced any delinquent mortgage loans and has not
experienced any losses related to these guarantees. As of December 31, 2022 and
September 30, 2022, our outstanding guarantees in respect of our customers'
mortgage loans amounted to approximately $25.7 million and 24.9 million,
respectively. As of December 31, 2022 and September 30, 2022, the amount of
restricted cash reserved for these guarantees was approximately $2.9 million and
$3.0 million, respectively, and the Company believes that such reserves are

sufficient.



Inflation



Inflationary factors, such as increases in the cost of our products and overhead
costs, could impair our operating results. Although we do not believe that
inflation has had a material impact on our financial position or results of
operations to date, a high rate of inflation in the future may have an adverse
effect on our ability to maintain current levels of gross margin and selling,
general and administrative expenses as a percentage of sales revenue if the
selling prices of our products do not increase with these increased costs.

We Conduct Substantially All Our Business in Foreign Country


Substantially all of our operations are conducted in China and are subject to
various political, economic, and other risks and uncertainties inherent in
conducting business in China. Among other risks, our Company and our
subsidiaries' operations are subject to the risks of restrictions on transfer of
funds; export duties, quotas, and embargoes; domestic and international customs
and tariffs; changing taxation policies; foreign exchange restrictions; and
political conditions and governmental regulations.

© Edgar Online, source Glimpses