The following discussion and analysis of financial condition and results of
operations relates to the operations and financial condition reported in the
financial statements of Green Giant Inc. for the fiscal years ended September
30, 2022 and 2021 and should be read in conjunction with such financial
statements and related notes included in this report.



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 and 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 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.




Our 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 fiscal year of 2022, our sales and net loss were approximately $9.1
million and $108.1 million, representing a decrease of approximately 84.5% and
1796.0% from fiscal 2021, respectively. The year-over-year decrease 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 repeated 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. For the
fiscal year of 2022, our average selling price ("ASP") for real estate projects
located in Yang County was approximately $524 per square meter, decreased from
ASP of $585.7 per square meter in fiscal 2021 due to less commercial units sold
in Yangzhou Palace during fiscal 2022. The ASP of our Hanzhong real estate
projects was approximately $629 per square meter for the fiscal year of 2022,
compared to the ASP of $638 per square meter for fiscal 2021 due to the
increased market price in the Hangzhong area.



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.





                                       46





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 year ended September 30, 2022, the
COVID-19 pandemic did not have did have a material net impact on the Company's
financial position and operating results, espeically 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.



Liangzhou road related projects





In September 2013, the Company entered into an agreement ("Liangzhou Agreement")
with the Hanzhong local government on the Liangzhou Road reformation and
expansion project ("Liangzhou Road Project"). Pursuant to the Liangzhou
Agreement, the Company was contracted to reform and expand the Liangzhou Road, a
commercial street in downtown Hanzhong City, with a total length of 2,080 meters
and width of 30 meters and to resettle the existing residents in the Liangzhou
Road area. The government's original road construction budget was approximately
$33million in accordance with the Liangzhou Agreement. The Company, in return,
is being compensated by the local government to have an exclusive right on
acquiring at least 394.5 Mu (approximately 65 acres) land use rights in a
specified residential zone of Hanzhong City. The Liangzhou Road Project's road
construction started at the end of 2013. In 2014, the original scope and budget
on the Liangzhou Road reformation and expansion project was extended, because
the local government included more area and resettlement residences into the
project, which resulted in additional investments from the Company. In return,
the Company was authorized by the local government to develop and manage the
commercial and residential properties surrounding the Liangzhou Road project.



                                       47




As of September 30, 2022, the actual costs incurred by the Company were approximately $ 173.3 million (September 30, 2021 - 180.4 million). The Liangzhou Road related projects mainly consists of Oriental Garden Phase II, Liangzhou Mansion and Pearl Commercial Plaza surrounding the Liangzhou road area:





Oriental Garden Phase II



Oriental Garden Phase II project is planned to consist of 8 high-rise residential buildings and 6 commercial buildings with total planned GFA of 370,298 square meters. The project will also include a farmer's market.





[[Image Removed]]



Liangzhou Mansion                                [[Image Removed]]

Liangzhou Mansion project is
planned to consist of 7 high-rise
building and commercial shops on
the first floor with total planned
GFA of 160,000 square meters.
Pearl Commercial Plaza                           [[Image Removed]]

Pearl Commercial Plaza is planned
to consist one office building, one
service apartment (or hotel),
classical architecture style of
Chinese traditional houses and
shopping malls with total planned
GFA of 124,191 square meters.




The Company plans to start these three real estate projects in 2022 after the
road construction passes the local government's inspection and approval. These
related projects may take 2-3 years to be fully completed.



Road Construction



Other road construction projects mainly included the Yang County East 2nd Ring
Road construction project. The Company was engaged by the Yang County local
government to construct the East 2nd Ring Road with a total length of 2.15 km.
The local government is required to repay the Company's project investment costs
within 3 years after completion of the project with interest at the interest
rate based on the commercial borrowing rate with the similar term published by
the China Construction Bank (which as of September 30, 2022 -was 4.75%). The
local government's repayment could be used by the Company to reduce local
surcharges or taxes otherwise required in the real estate development. The road
construction was substantially completed as of September 30, 2021 and is in the
process of government review and approval. For the year ended September 30,
2022, the Company received local government' installment payments of
approximately $2.1 million and the final payment approximately of $4.5 million
is pending the local government's approval . The installment received was
included in the Company's customer deposits as of September 30, 2022.



                                       48





In September 2012, the Company was approved by the Hanzhong local government to
construct four municipal roads with a total length of approximately 1,192
meters. The project was deferred and then restarted during the quarter ended
March 31, 2014. As of September 30, 2022, the local government was still in the
process of assessing the budget for these projects, which is expected to be

completed in fiscal 2023.



Under development:                   Estimated Completion time of construction

Hanzhong City Hanfeng Beiyuan The road construction was substantially East Road

                           completed and is pending local 

government's


                                                    acceptance.

Hanzhong City Liangzhou Road The road construction was substantially related projects

                    completed and is pending local 

government's


                                                    acceptance.

Hanzhong City Beidajie project Under planning stage and waiting for local


                                             government's zoning plan
Yang County East 2nd Ring Road        The road construction was substantially
                                    completed and is pending local government's
                                                    acceptance.




RESULTS OF OPERATIONS


Year ended September 30, 2022 as compared to year ended September 30, 2021





Revenues



The following is a breakdown of revenue for the years ended September 30, 2022
and 2021:



                                                                   For the years ended
                                                                      September 30,
                                                                  2022             2021
Revenue recognized for completed condominium real estate
projects,                                                      $ 9,577,405     $ 58,915,239
Less: sales tax                                                   (505,652 )       (424,074 )
Revenue net of sales tax                                       $ 9,071,753     $ 58,491,165

Revenue recognized for completed condominium real estate projects

The following table summarizes our revenue generated by different projects:





                                            For the Years Ended September 30,
                                  2022                           2021                                   Variance
                          Revenue           %           Revenue            %           Variance            %
Projects:
Yangzhou Pearl Garden
Phase I and II          $         -             - %   $    564,758           1.0 %   $    (564,758 )       (100.0 )%
Oriental Pearl Garden       810,220           8.5 %      2,186,355           3.7 %      (1,376,135 )        (62.9 )%
Nanyuan II Project                -             - %     43,625,590          74.0 %     (43,625,590 )       (100.0 )%
Mingzhu Garden
(Nanyuan and Beiyuan)

Phase I and II            1,063,278          11.1 %        768,494           1.3 %         294,784           38.4 %
Yangzhou Palace           7,703,907          80.4 %     11,770,042          20.0 %      (4,066,135 )        (34.6 )%
Total Revenue             9,577,405         100.0 %     58,915,239           100 %     (49,337,834 )        (83.7 )%
Sales Tax                  (505,652 )           -         (424,074 )           -           (81,578 )        (19.2 )%
Revenue net of sales
tax                     $ 9,071,753             -     $ 58,491,165                   $ (49,419,412 )        (84.5 )%




Our revenues are derived from the sale of residential buildings, commercial
store-fronts and parking spaces in projects that we have developed. Compared to
last year, revenues before sales tax decreased by $49.4 million to approximately
$9.6 million for the year ended September 30, 2022. The total GFA sold for the
remaining real estate projects during the year September 30, 2022 and 2021 was
16,182 square meters and 25,687 square meters, respectively. The sales tax for
the years ended September 30, 2022 was approximately $0.5 million, decreased by
19.2% from fiscal 2021, consistent with the decreased revenue in fiscal 2022.



                                       49





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 revenues for the years
indicated.



                                                  For the Years Ended September 30,
                                       2022                             2021                                    Variance
                              Cost          Percentage          Cost         Percentage        Variance            %
Land use rights            $   582,548             10.6 %   $  4,418,450             9.5 %   $  (3,835,902 )        (86.8 )%

Construction costs           4,906,863             89.4 %     42,091,551   

        90.5 %     (37,184,688 )        (88.3 )%
Total                      $ 5,489,411            100.0 %   $ 46,510,001             100 %   $ (41,020,590 )        (88.2 )%




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 $5.5 million for the year ended September 30, 2022 compared to $46.5 million for last year. It was mainly attributable to limited GFA sold for the year ended September 30, 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 year ended September 30, 2022 were
approximately $0.6 million, as compared to approximately $4.4 million for fiscal
2021, representing an decrease of approximately $3.8 million from the same
period of last year. The decrease was consistent with the fact that total GFA
sold in fiscal 2022 was significantly decreased from previous year.



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 year ended September 30,
2022 were approximately $4.9 million as compared to approximately $42.1 million
for last year, representing a decrease of approximately $37.2 million. The
decrease in construction cost was due to less real estate property units sold
during fiscal 2022.



                                       50





Gross profits



Gross profit was approximately $3.6million for the year ended September 30, 2022
as compared to gross profit of approximately $12.0 million in the prior year,
representing an decrease of $8.4 million. The gross margin was 37.4%  in fiscal
2022  as compared to gross margin of 17.1% in last year due to the revenue
structure change. The GFA of commercial store-fronts is higher than residential
buildings in fiscal 2022 and the average selling price of commercial
store-fronts is also much higher than previous year.



                                              For the Year Ended September 30
                                   2022                           2021
                           Gross          Gross           Gross           Gross                          Variance
Project                   Profit          Margin          Profit          Margin         Variance           %
Yangzhou Pearl Garden
Phase I and II          $         -              -     $    122,007             22 %   $   (122,007 )       (100.0 )%
Yangzhou Palace           3,028,858           39.3 %      2,822,485             24 %        206,373            7.3 %
Mingzhu Garden
(Mingzhu Nanyuan and
Beiyuan) Phase I and
II                          431,523           40.6 %        211,825             28 %        219,698          103.7 %
Nanyuan II project                -                %      8,619,750             20 %     (8,619,750 )       (100.0 )%
Oriental Pearl Garden       627,613           77.5 %        629,171             29 %         (1,558 )         (0.2 )%
Sales Tax                  (505,652 )            -         (424,074 )      

     -          (81,578 )        (19.2 )%
Impairment losses on
real estate property
development completed             -              -                -              -                -              - %

Total Gross Profit      $ 3,582,342           37.4 %   $ 11,981,164
  20.3 %   $ (8,398,822 )        (70.1 )%




Operating expenses



The following table presents our operating expenses by nature for the periods
indicated:



                                                            For the years ended
                                                               September 30,
                                                           2022             2021

General and administrative expenses                    $  31,198,365     $

2,691,170
Selling expenses                                             361,746         186,886
Impairment of contract assets                              5,264,748               -

Impairment of real estate property under development 73,624,727

-


Total operating expenses                               $ 110,449,586     $

2,878,056


Percentage of revenue after sales tax                        1,217.5 %     

     4.9 %




General and administrative expenses were $31,198,365 for 2022 compared to
$2,691,170 for 2021. The year-on-year increase for 2022 was $28,507,195 mainly
attributable to the issuance of 5,990,000 common shares to the Consultants being
fully paid in RMB126.9 million (US$19.4 million) when issued and litigation case
of construction contract dispute with Zhejiang Hongcheng Construction Group Co.,
Ltd. in amount of RMB64.68 million (US$9.87 million)



Interest expense, net



Net interest income  was less than $0.1 million for the year ended September 30,
2022 and 2021.



                                       51





Other income, net


For the year ended September 30, 2022, the Company had other expense of $1.3 million due to the fact that the payment for laws.





Income taxes



PRC Taxes



Our Company is governed by the Enterprise Income Tax Law of the People's
Republic of China concerning private-run enterprises, which are generally
subject to tax at a statutory rate of 25% on income reported in the statutory
financial statements after appropriate tax adjustments. For the years ended
September 30, 2022 and 2021, the Company is subject to income tax rate of 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 years ended September 30, 2022, the
Company's effective income tax rate was 6%, increased from effective income tax
rate of 28% for the year ended September 30, 2021. The lower effective income
tax rate in fiscal 2022 was caused by the loss in fiscal year 2022.



Net income



We reported net loss of approximately $108.1million for the year ended September
30, 2022, as compared to the net income approximately $6.4 million for fiscal
2021. The decrease of $114.5 million in our net income was primarily due to more
revenue reported for fiscal 2021 as discussed above under Revenues and Gross
Profit



Other comprehensive income



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



Translation adjustments amounted to approximately $11.4 million and $9.4million
for the years ended September 30, 2022 and 2021, respectively. The balance sheet
amounts with the exception of equity at September 30, 2022 were translated at
RMB7.1135 to 1.00 USD as compared to 6.4434 RMB to 1.00 USD at September 30,
2021. The equity accounts were stated at their historical rate. The average
translation rates applied to the income statements accounts for the years ended
September 30, 2022 and 2021 were 6.5532 RMB to 1.00 USD and 6.5072 RMB to 1.00
USD, respectively.


Liquidity and Capital Resources





Cash Flow



                                       52





Year ended September 30, 2022 as compared to year ended September 30, 2021

Comparison of cash flows results for the fiscal year ended September 30, 2022 and fiscal year ended September 30, 2021 are summarized as follows:





                                                            For the years ended
                                                               September 30,
                                                            2022             2021          Variance

Net cash (used in) provided by operating activities     $    (757,507 )   $ (604,167 )   $    (153,340 )
Net Cash Used in Investing Activities                     (26,936,915 )            -       (26,936,915 )
Net cash (used in) provided by financing activities     $  28,936,915     $        -     $  28,936,915
Effect of changes of foreign exchange rate on cash      $    (339,505 )   $

 201,820     $    (541,325 )
Net (decrease) in cash                                  $     902,988     $ (402,347 )   $   1,305,335




Operating activities



Net cash used in operating activities during fiscal 2022 was approximately
$0.8 million, consisting of net loss of approximately $108.1 million, net
changes in our operating assets and liabilities, which mainly included a
decrease in real estate property completed of approximately $5.5 million due to
the sales of real estate properties, a $8.4 million increase in other payables
to suppliers and an increase of $9.5 million in Accrued expenses.



Investing activities


Net cash used in investing activities during fiscal 2022 was approximately $26.9 million, which mainly included the payment for energy equipment.





Financing activities


Net cash provided by financing activities during fiscal 2022 was $28.9 million while net cash provided by financing activities during fiscal 2021 was nil.

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 completion of obtaining
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 months' period, the mortgage banks require the Company to maintain, as
security for the Company's obligations under such guarantees, restricted cash of
at least 5% of the mortgage proceeds. 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 made necessary reserves in its restricted cash
account to cover any potential mortgage defaults as required by the mortgage
lenders. The Company has not experienced any delinquent mortgage loans and has
not experienced any losses related to this guarantee. As of September 30, 2022
and September 30, 2021, our outstanding guarantees in respect of our customers'
mortgage loans amounted to approximately $24.87   million and $66.0 million,
respectively. As of September 30, 2022 and September 30, 2021, the amount of
security deposits provided for these guarantees was approximately $1.78 million
and $3.3 million, respectively, and the Company believes that such reserves

are
sufficient.



Inflation


Inflation has not had a material impact on our business and we do not expect inflation to have a material impact on our business in the near future.





                                       53




Critical Accounting Policies and Management Estimates





Revenue recognition



The Company adopted FASB ASC Topic 606 Revenue from Contracts with Customers
("ASC 606") on October 1, 2018 using the modified retrospective approach. 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 Group satisfy a performance obligation.






Most of the Company's revenue is derived from real estate sales of condominiums
and commercial property 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 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 projects, 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.


Under percentage completion method, revenue and profit from the sales of long-term real estate development properties is recognized by the percentage of completion method on the sale of individual units when all the following criteria are met:

a. Construction is beyond a preliminary stage.

b. The buyer is committed to the extent of being unable to require a refund

except for non-delivery of the unit or interest.

c. Sufficient units have already been sold to assure that the entire property

will not revert to rental property.

d. Sales prices are collectible.

e. Aggregate sales proceeds and costs can be reasonably estimated.

If any of the above criteria is not met, proceeds shall be accounted for as deposits until the criteria are met.





Under the percentage of completion method, revenues from individual real estate
condominium units sold under development and related costs are recognized over
the course of the construction period, based on the completion progress of a
project. The progress towards complete satisfaction of the performance
obligation is measured based on the Company's efforts or inputs to the
satisfaction of the performance obligation, by reference to the contract costs
incurred up to the end of reporting period as a percentage of total estimated
costs for each contract. In relation to any project, revenue is determined by
calculating the ratio of incurred costs, including land use rights costs and
construction costs, to total estimated costs and applying that ratio to the
contracted sales amounts. Cost of sales is recognized by determining the ratio
of contracted sales during the period to total estimated sales value and
applying that ratio to the incurred costs. Current period amounts are calculated
based on the difference between the life-to-date project totals and the
previously recognized amounts.



                                       54





Any changes in significant judgments and/or estimates used in determining
construction and development revenue could significantly change the timing or
amount of construction and development revenue recognized. Changes in total
estimated project costs or losses, if any, are recognized in the period in

which
they are determined.



Revenue from the sales of completed real estate condominium units is recognized
at the time of the closing of an individual unit sale. This occurs when the
customer obtains the physical possession, the legal title, or the significant
risks and rewards of ownership of the assets and the Company has present right
to payment and the collection of the consideration is probable. For municipal
road construction projects, fees are generally recognized at the time of the
projects are completed.



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 to the passage of time. Contract liabilities
include cash collected in excess of revenues. Customer deposits are excluded
from contract liabilities.



The Company has elected to apply the optional practical expedient for costs to
obtain a contract which allows the Company to immediately expense sales
commissions (included under selling expenses) because the amortization period of
the asset that the Company otherwise would have used is one year or less.
Contract assets and liabilities are generally classified as current based on our
contract operating cycle.



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 Property 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.



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.



                                       55




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 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 reviewed 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 years ended September 30,
2022, the Company recognized $67.8 million impairment for real estate property
under development.



Capitalization of Interest



Interest incurred during and directly related to real estate development
projects is capitalized to the related real estate property under development
during the active development period, which generally commences when borrowings
are used to acquire real estate assets and ends when the properties are
substantially complete or the property becomes inactive. Interest is capitalized
based on the interest rate applicable to specific borrowings or the weighted
average of the rates applicable to other borrowings during the period. Interest
capitalized to real estate property under development is recorded as a component
of cost of real estate sales when related units are sold. All other interest is
expensed as incurred.



Subsequent Events



On January 12, 2023, the Company and FT Global Capital Inc. ("FT Global")
entered into a settlement agreement (the "FT Global Settlement Agreement"),
pursuant to which FT Global has waived all claims and liabilities against the
Company in connection with the Company's private placement in October 2022 and
terminated the Exclusive Placement Agent Agreement entered by and between the
Company and FT Global in May 2022. Under the terms of the FT Global Settlement
Agreement, the Company is obligated to pay to FT Global cash compensation of
$40,000 and share compensation of 40,000 shares of the Company's restricted
common stock.

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