China SXT Pharmaceuticals : MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Form 6-K

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our results of operations and financial condition should be read together with our unaudited condensed consolidated financial statements and the notes thereto and other financial information, which are included elsewhere in this Form 6-K. Our unaudited financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP"). In addition, our unaudited financial statements and the financial information included in this Form 6-K reflect our organizational transactions and have been prepared as if our current corporate structure had been in place throughout the relevant periods.

This section contains forward-looking statements. These forward-looking statements are subject to various factors, risks and uncertainties that could cause actual results to differ materially from those reflected in these forward-looking statements. Further, as a result of these factors, risks and uncertainties, the forward-looking events may not occur. Relevant factors, risks and uncertainties include, but are not limited to, those discussed in the section entitled "Business," "Risk Factors" and elsewhere in this Form 6-K. Readers are cautioned not to place undue reliance on forward-looking statements, which reflect management's beliefs and opinions as of the date of this Form 6-K. We are not obligated to publicly update or revise any forward-looking statements, whether as a result of new Information, future events or otherwise. See "Special Note Regarding Forward-Looking Statements."

Unless otherwise indicated or the context requires otherwise, "we", "us" or the "Company" in this prospectus are to China SXT Pharmaceuticals, Inc., its subsidiaries and its affiliated entities in the context of describing our business, operations and consolidated financial information.

Overview

We are an offshore holding company incorporated in British Virgin Islands, conducting all of our business through our subsidiaries and variable interest entity, Jiangsu Taizhou Suxantang Pharmaceutical Co., Ltd. ("Taizhou Suxuantang" or the "VIE") in China. Neither we nor our subsidiaries own any share in Taizhou Suxuantang. Instead, we control and receive the economic benefits of Taizhou Suxuantang's business operation through a series of contractual arrangements, also known as VIE Agreements. The VIE Agreements by and among our wholly-owned subsidiary, Taizhou Suxantang Biotechnology Co. Ltd. (the "WFOE"), Taizhou Suxuantang, and Taizhou Suxuantang's shareholders include (i) certain power of attorney agreements and equity interest pledge agreement, which provide WFOE effective control over Taizhou Suxuantang; (ii) an exclusive technical consulting and service agreement which allows WFOE to receive substantially all of the economic benefits from Taizhou Suxuantang; and (iii) certain exclusive equity interest purchase agreements which provide WFOE with an exclusive option to purchase all or part of the equity interests in and/or assets of Taizhou Suxuantang when and to the extent permitted by PRC laws. Through the VIE Agreements among WFOE, Taizhou Suxuantang and Taizhou Suxuantang's shareholders, we are regarded as the primary beneficiary of Taizhou Suxuantang for accounting purpose, and, therefore, we are able to consolidate the financial results of Taizhou Suxuantang in our consolidated financial statements in accordance with U.S. GAAP. However, the VIE structure cannot completely replicate a foreign investment in China-based companies, as the investors will not and may never directly hold equity interests in the Chinese operating entities. Instead, the VIE structure provides contractual exposure to foreign investment in us. Because we do not directly hold equity interests in the VIE, we are subject to risks due to uncertainty of the interpretation and the application of the PRC laws and regulations, including but not limited to limitation on foreign ownership of internet technology companies, regulatory review of oversea listing of PRC companies through a special purpose vehicle, and the validity and enforcement of the VIE Agreements. We are also subject to the risks of uncertainty about any future actions of the PRC government in this regard that could disallow the VIE structure, which would likely result in a material change in our operations and the value of Ordinary Shares may depreciate significantly or become worthless.

Our VIE Agreements may not be effective in providing control over Taizhou Suxuantang. We may also subject to sanctions imposed by PRC regulatory agencies including Chinese Securities Regulatory Commission, or CSRC, if we fail to comply with their rules and regulations.

We rely principally on dividends and other distributions on equity from Taizhou Suxuantang and its subsidiaries for our cash requirements, including for services of any debt we may incur. Taizhou Suxuantang and its subsidiaries' ability to distribute dividends is based upon their distributable earnings. Current PRC regulations permit Taizhou Suxuantang and its subsidiaries to pay dividends to their respective shareholders only out of their accumulated profits, if any, determined in accordance with PRC accounting standards and regulations. In addition, each of Taizhou Suxuantang and its subsidiaries are required to set aside at least 10% of its after-tax profits each year, if any, to fund a statutory reserve until such reserve reaches 50% of each of their registered capitals. These reserves are not distributable as cash dividends. If our PRC subsidiaries incur debt on their own behalf in the future, the instruments governing the debt may restrict their ability to pay dividends or make other payments to us. Any limitation on the ability of Taizhou Suxuantang and its subsidiaries to distribute dividends or other payments to their respective shareholders could materially and adversely limit our ability to grow, make investments or acquisitions that could be beneficial to our businesses, pay dividends or otherwise fund and conduct our business.

To address the persistent capital outflow and the RMB's depreciation against the U.S. dollar in the fourth quarter of 2016, the People's Bank of China and the State Administration of Foreign Exchange, or SAFE, have implemented a series of capital control measures in the subsequent months, including stricter vetting procedures for China-based companies to remit foreign currency for overseas acquisitions, dividend payments and shareholder loan repayments. For instance, the Circular on Promoting the Reform of Foreign Exchange Management and Improving Authenticity and Compliance Review, or the SAFE Circular 3, issued on January 26, 2017, provides that the banks shall, when dealing with dividend remittance transactions from domestic enterprise to its offshore shareholders of more than US$50,000, review the relevant board resolutions, original tax filing form and audited financial statements of such domestic enterprise based on the principal of genuine transaction. The PRC government may continue to strengthen its capital controls and Taizhou Suxuantang and its subsidiaries' dividends and other distributions may be subject to tightened scrutiny in the future. Any limitation on the ability of Taizhou Suxuantang and its subsidiaries to pay dividends or make other distributions to us could materially and adversely limit our ability to grow, make investments or acquisitions that could be beneficial to our business, pay dividends, or otherwise fund and conduct our business.

In addition, the Enterprise Income Tax Law and its implementation rules provide that a withholding tax at a rate of 10% will be applicable to dividends payable by Chinese companies to non-PRC-resident enterprises unless reduced under treaties or arrangements between the PRC central government and governments of other countries or regions where the non-PRC resident enterprises are tax resident. Pursuant to the tax agreement between Mainland China and the Hong Kong Special Administrative Region, the withholding tax rate in respect to the payment of dividends by a PRC enterprise to a Hong Kong enterprise may be reduced to 5% from a standard rate of 10% if the Hong Kong enterprise (i) directly holds at least 25% of the PRC enterprise, (ii) is a tax resident in Hong Kong and (iii) could be recognized as a beneficial owner of the dividend from PRC tax perspective. Under administrative guidance, a Hong Kong resident enterprise must meet the following conditions, among others, in order to apply the reduced withholding tax rate: (i) it must be a company; (ii) it must directly own the required percentage of equity interests and voting rights in the PRC resident enterprise; and (iii) it must have directly owned such required percentage in the PRC resident enterprise throughout the 12 months prior to receiving the dividends. Nonresident enterprises are not required to obtain pre-approval from the relevant tax authority in order to enjoy the reduced withholding tax. Instead, nonresident enterprises and their withholding agents may, by self-assessment and on confirmation that the prescribed criteria to enjoy the tax treaty benefits are met, directly apply the reduced withholding tax rate, and file necessary forms and supporting documents when performing tax filings, which will be subject to post-tax filing examinations by the relevant tax authorities. Accordingly, our wholly owned subsidiary China SXT Group Limited ("SXT HK") incorporated in Hong Kong may be able to benefit from the 5% withholding tax rate for the dividends it receives from our PRC subsidiaries, if it satisfies the conditions prescribed under Guoshuihan [2009] 81 and other relevant tax rules and regulations. However, if the relevant tax authorities consider the transactions or arrangements we have are for the primary purpose of enjoying a favorable tax treatment, the relevant tax authorities may adjust the favorable withholding tax in the future. Accordingly, there is no assurance that the reduced 5% will apply to dividends received by SXT HK from Taizhou Suxuantang and its subsidiaries. This withholding tax will reduce the amount of dividends we may receive from Taizhou Suxuantang and its subsidiaries.

Through our subsidiaries and Taizhou Suxuantang, we are an innovative pharmaceutical company based in China that focuses on the research, development, manufacture, marketing and sales of TCMP. TCMP is a type of TCM products that has been widely accepted by Chinese people for thousands of years. Throughout the decades of years, TCMP products' origin, identification, prepared process, quality standard, indication, dosage and administration, precautions, and storage have been well documented, listed and specified in "China Pharmacopoeia" a state-governmental issued guidance on manufacturing TCMP. In recent years, TCMP industry enjoyed more rapid growth than any other segments of the pharmaceutical industry primarily due to the favorable government policies for the TCMP industry. Because of the favorable government policies, TCMP products do not have to go through rigorous clinical trials before commercialization. We currently sell three types of TCMP products: Advanced TCMP, Fine TCMP and Regular TCMP. Although all of our TCMP products are generic TCMP drugs and we did not change the medical effects of these products in any significant way, these products are innovative in terms of their unconventional administration. The complexity of the manufacturing process is what differentiates these types of products. Advanced TCMP typically has the highest quality because it requires specialized equipment and prepared processes to manufacture, and has to go through more manufacturing steps to produce than Fine TCMP and Regular TCMP. Fine TCMP is also manufactured with more refined ingredients than Regular TCMP.

Consolidation

We conduct all of our business in China via Taizhou Suxuantang and its subsidiaries, due to PRC legal restrictions of foreign ownership in certain sectors. Substantially all of our revenues, costs and net income in China are directly or indirectly generated through Taizhou Suxuantang and its subsidiaries. The VIE agreements allow the transfer of economic benefits from Taizhou Suxuantang to us and to direct the activities of Taizhou Suxuantang.

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Total assets and liabilities presented on our consolidated balance sheets and revenue, expense, net income presented on consolidated statement of operations and comprehensive income as well as the cash flow from operating, investing and financing activities presented on the consolidated statement of cash flows are substantially the financial position, operation and cash flow of Taizhou Suxuantang and its subsidiaries. We have not provided any financial support to Taizhou Suxuantang and its subsidiaries for the six months ended September 30, 2022 and the years ended at March 31, 2022 and 2021. As of September 30, 2022, our variable interest entities accounted for an aggregate of 90% and 76% of our total assets and total liabilities, respectively. As of March 31, 2022, our variable interest entities accounted for an aggregate of 91% and 99% of our total assets and total liabilities, respectively. As of September 30, 2022 and March 31, 2022, $2,945,199 and $14,217,166 of cash and cash equivalents were denominated in RMB, respectively. The following table sets forth the assets, liabilities, results of operations and changes in cash, cash equivalents the VIE subsidiary taken as a whole, which were included in the Company's consolidated balance sheets and statements of comprehensive income and statements of cash flows with intercompany transactions eliminated:

		September 30, 2022			March 31, 2022
Current assets		$	10,269,299			$	19,564,864
Non-current assets			9,641,524				10,914,420
Total assets		$	19,910,823			$	30,479,284
Total liabilities			5,538,898				16,865,767
Total shareholders' equity		$	14,371,925			$	13,613,517

		For the six months ended September 30,
		2022			2021
Revenue		$	1,208,288			$	1,027,674
Net loss		$	(636,861	)		$	(2,347,216	)

		For the six months ended September 30,
		2022			2021
Net cash used in operating activities		$	(290,590	)		$	(311,349	)
Net cash provided by (used in) investing activities			39,310				(9,302,454	)
Net cash provided by (used in) financing activities			(10,071,028	)			(3,909,445	)
Effects of foreign currency translation			1,997,882				196,594
Net increase (decrease) in cash and cash equivalents		$	(8,324,426	)		$	(133,266,54	)

Key Factors Affecting Our Results of Operation

Working capital required to implement our business plan will most likely be provided by funds obtained through offerings of our equity, debt, debt-linked securities, and/or equity-linked securities, and revenues generated by us. No assurance can be given that we will have revenues sufficient to support and sustain our operations or that we would be able to obtain equity/debt financing in the current economic environment. If we do not have sufficient working capital and are unable to generate sufficient revenues or raise additional funds, we may delay the completion of or significantly reduce the scope of our current business plan; delay some of our development and clinical or marketing efforts; postpone the hiring of new personnel; or, under certain dire financial circumstances, substantially curtail or cease our operations.

Our past operating results are not an accurate indication of the lines of business we are principally engaged in currently. Thus, you should consider our future prospects in light of the risks and uncertainties experienced by early-stage companies in evolving markets rather than typical companies of our age. Some of these risks and uncertainties relate to our ability to:

●	attract additional customers and increased spending per customer;

●	increase awareness of our brand and develop customer loyalty;

●	respond to competitive market conditions;

●	respond to changes in our regulatory environment;

●	manage risks associated with intellectual property rights;

●	maintain effective control of our costs and expenses;

●	raise sufficient capital to sustain and expand our business;

●	attract, retain and motivate qualified personnel; and

●	upgrade our technology to support additional research and development of new products.

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Results of Operations for the Six Months Ended September 30, 2022 Compared to September 30, 2021

		For the six months ended September 30,			Change
		2022 (Unaudited)			2021 (Unaudited)			Amount			%
Revenues		$	1,208,288				1,027,674			$	180,614				18	%
Cost of revenues			(1,118,604	)			(703,717	)			(414,887	)			59	%
Gross profit			89,684				323,957				(234,273	)			(72	)%
Selling expenses			(272,166	)			(396,810	)			124,644				(31	)%
General and administrative expenses			(967,964	)			(2,818,674	)			1,850,710				(66	)%
Total operating expenses			(1,240,130	)			(3,215,484	)			1,975,354				(61	)%
Loss from operations			(1,150,446	)			(2,891,527	)			1,741,081				(60	)%
Interest income (expenses), net			(384,286	)			69				(384,355	)			(>100	)%
Other income, net			40,123				125,414				(85,291	)			(68	)%
Total other income (expenses), net			(344,163	)			125,483				(469,646	)			(>100	)%
Loss before income taxes expense			(1,494,609	)			(2,766,044	)			1,271,435				(46	)%
Provision for income taxes			-				(325,780	)			325,780				(100	)%
Net Loss		$	(1,494,609	)			(3,091,824	)		$	1,597,215				(52	)%

Revenues

We generated revenues primarily from manufacture and sales of four types of traditional Chinese medicine pieces (the "TCMP") products: Advanced TCMP, Fine TCMP, Regular TCMP, and TCM Homologous Supplements ("TCMHS") products. TCMHS is a classification of health-supporting food used traditionally in China as TCM but are also consumed as food, which has been developed and commercialized during the six months ended September 30, 2022. As compared with the six months ended September 30, 2021, our total revenues increased by $180,614, or 18% for the six months ended September 30, 2022. The increase was primarily due to the increase in sales of raw medicinal materials.

The following table sets forth the breakdown of revenues by categories for the six months ended September 30, 2022 and 2021 presented:

		For the six months ended September 30,			Change
		2022			2021			Amount			%
Advanced TCMP		$	242,075				284,983			$	(42,908	)			(15	)%
Fine TCMP			110,215				165,073				(54,858	)			(33	)%
Regular TCMP			413,505				478,437				(64,932	)			(14	)%
Raw medicinal materials			442,493				-				442,493				100	%
TCMHS			-				99,181				(99,181	)			(100	)%
Total Revenue		$	1,208,288			$	1,027,674			$	180,614				18	%

Advanced TCMP

Advanced TCMP is comprised of nine Directly Oral TCMP products (the "Directly-Oral-TCMP") and nine After-soaking-oral TCMP products (the "After-Soaking-Oral-TCMP"). Both Directly Oral TCMP and After-soaking-oral TCMP are new types of advanced TCMP.

Revenue from advanced TCMP accounted for 20% and 28% of revenue recognized during the six months ended September 30, 2022 and 2021, respectively. As compared with the six months ended September 30, 2021, our revenue generated from advanced TCMP decreased by $42,908, or 15% for the six months ended September 30, 2022. The decrease was primarily due to the continuous lockdown in China in 2022 and the upgrade and rectification of our production process, which affected the production and distribution of our products.

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Fine TCMP

We currently produce over 10 fine TCMP products for drug stores and hospitals. Our fine TCMP products are manufactured manually from only high-quality authentic ingredients derived from their region of origin.

Revenue from fine TCMP accounted for 9% and 16% of revenue recognized during the six months ended September 30, 2022 and 2021. As compared with the six months ended September 30, 2021, our revenue generated from fine TCMP decreased by $54,858, or 33% for the six months ended September 30, 2022. The decrease was primarily attributable to the upgrade and rectification of our production process and the continuous lockdown in China on the operation of pharmaceutical stores, which were the main sale channel for fine TCMP products.

Regular TCMP

We currently manufacture 235 regular TCMP products listed on China Pharmacopoeia (version 2020) Part I for hospitals and drug store in treatment of various diseases or serving as dietary supplements.

Revenue from regular TCMP accounted for 34% and 47% of revenue recognized during the six months ended September 30, 2022 and 2021, respectively. Revenue from regular TCMP products decreased by $64,932, or 14%, to $413,505 for the six months ended September 30, 2022 from $478,437 for the six months ended September 30, 2021. The decrease in revenue from Regular TCMP products is due to the continuous lockdown in China and the upgrade and rectification of our production process, which affected the production and distribution of our products.

TCMHS Solid Beverages

Four solid beverage products as part of the Company's TCMHS products were developed and commercially launched in April 2019 and generated revenue of $0 and $99,181 during the six months ended September 30, 2022 and 2021, respectively. As compared with the six months ended September 30, 2021, our revenue from TCMHS products decreased by $99,181, or 100% for the six months ended September 30, 2022. The decrease was primarily due to the continuous lockdown in China and the upgrade and rectification of our production process, which affected the production and distribution of our products.

Raw medicinal materials

During the six months ended September 30, 2022, we generated revenue from sales of raw medicinal materials of $442,493, which represented 36.6% of our total revenue. As the market demand for our products has declined for several years, we sold some of the raw medicinal materials to increase our sales and revitalize our current assets.

Gross Profit

Cost of revenues primarily include cost of materials, direct labors, overhead, and other related incidental expenses that are directly attributable to the Company's principal operations. Total cost of revenue increased by $414,887, or 59%, to $1,118,604 for the six months ended September 30, 2022 from $703,717 for the six months ended September 30, 2021. The increase of cost of revenues was mainly due to the increase of the sales of our products.

Gross profit decreased by $234,273, or 72%, to $89,684 for the six months ended September 30, 2022 from $323,957 for the six months ended September 30, 2021. Gross margin was 7.4% for the six months ended September 30, 2022, as compared to 31.5% for the six months ended September 30, 2021. The decrease in gross margin was mainly due to the following reasons: (i) the sales in our TCMHS products and Advanced TCMP products decreased significantly compared to the same period ended September 30, 2021, and TCMHS products and Advanced TCMP products have relatively high margin; (ii) the sales of raw medicinal material accounted for significant portion of total revenue for the six months ended September 30, 2022, which have very low margin.

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Operating loss

Selling expenses primarily consisted of sales staff payroll and welfare expenses, travelling expenses, advertisement expenses, distribution expenses. Selling expenses decreased from $396,810 for the six months ended September 30, 2021 to $272,166 for the six months ended September 30, 2022, representing a decrease of $124,644, or 31%. The decrease was mainly due to the decrease in our increase in sales volume and the Company's efforts in cost control.

General and administrative expenses primarily consisted of staff payroll and welfare expenses, research and development expenses, entertainment expenses, travelling expenses, depreciation and amortization expenses for administrative purposes, and office supply expenses. General and administrative expenses decreased from $2,818,674 for the six months ended September 30, 2021 to $967,964 for the six months ended September 30, 2022, representing a decrease of $1,850,710, or 66%. The decrease in general and administrative expenses was mainly due to the decrease in professional fee incurred related to public listing, the decrease in expense of equity incentive plan, and the decrease in bad debt provision comparing to the six months ended September 30, 2021.

Operating loss decreased $1,741,081 from $2,891,527 for the six months ended September 30, 2021 to $1,150,446 for the six months ended September 30, 2022.

Other income (expense), net

Interest income (expenses) for the six months ended September 30, 2022 mainly consists of accretion of finance cost and interest expense of Convertible Notes issued on March 16, 2022. For the six months ended September 30, 2022, the company record amortization of issuance cost and debt discount of $311,642 and Convertible Notes interest expense of $72,880.

Interest income (expenses) for the six months ended September 30, 2021 mainly consists of interest income on deposit. For the six months ended September 30, 2021, the company record interest income on deposit of $69.

Other income for the six months ended September 30, 2022 was mainly due to the government subsidies we received from local government for the lockdown. Other income for the six months ended September 30, 2021 was mainly due to inventory count surplus and reverse of accruals in the prior year.

Income tax expense

Income tax expense represented current and deferred income tax expenses derived from income before taxes generated by Suxuantang, the variable interest entity of the Company. As compared with the six months ended September 30, 2021, the income tax expense for the six months ended September 30, 2022 decreased by $325,780, or 100%. Income tax benefit expense for the six months ended September 30, 2022 was $Nil. Income tax expense for the six months ended September 30, 2021 consists of $325,780 deferred tax expense. The current income tax expenses were $Nil and $Nil for the six months ended September 30, 2022 and 2021.

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Net loss

As a result of the foregoing, net loss for the six months ended September 30, 2022 was $1,494,609, representing a decrease in net loss of $1,597,215 from $3,091,824 for the six months ended September 30, 2021.

Liquidity and Capital Resources

To date, we have financed our operations primarily through shareholder capital contributions, shareholder loans, convertible notes, and cash flow from operations. As a result of our total activities, we had cash and cash equivalents of $2,981,034 and $15,569,619 as of September 30, 2022 and March 31, 2022, respectively. As of September 30, 2022, we had amounts due from related parties balance of $2,748,339, which the Company expects to receive the payment by its related parties within six months. We primarily hold our excess unrestricted cash in short-term interest-bearing bank accounts at financial institutions. With the current cash and cash equivalents and anticipated financing from our related parties and equity plans in the next six months, we believe that our cash position is sufficient to meet our liquidity needs for at least the next 12 months.

		For the six months ended September 30,
		2022			2021
Net Cash Used in Operating Activities			(549,125	)			(312,349	)
Net Cash Provided by (Used in) Investing Activities			39,310				(9,302,454	)
Net Cash Used in Financing Activities			(11,069,358	)			(3,909,445	)
Effect of Exchange Rate Changes on Cash			(1,009,412	)			196,594
Net decrease in cash, cash equivalents and restricted cash			(12,588,585	)			(13,327,654	)

Cash Flow in Operating Activities

For the six months ended September 30, 2022, net cash used in operating activities was $549,125, as compared to net cash used in operating activities of $312,349 for the six months ended September 30, 2021, representing an increase of $236,776. The increase in net cash used in operating activities primarily resulted from the change of following accounts:

a)	Change in accounts receivable was $372,734 net cash outflow for the six months ended September 30, 2022. For the six months ended September 30, 2021, change in accounts receivable was $697,805 net cash inflow, which led to $1,070,539 increase in net cash outflow from operating activities.

b)

Change in prepayment, receivables and other current assets was $61,775 net cash outflow for the six months ended September 30, 2022. For the six months ended September 30, 2021, change in prepayment, receivables and other current assets was $1,341,380 net cash inflow, which led to $1,403,155 increase in net cash outflow from operating activities

And offset by the change of following accounts:

a)	A net loss for the six months ended September 30, 2022 of $1,494,609, compared with the net loss for the six months ended September 30, 2021 of $3,091,824.

b)

Accretion of financing cost for convertible note - accretion of financing cost was $311,642 net cash inflow for the six months ended September 30, 2022. For the six months ended September 30, 2021, accretion of financing cost was $Nil, which led to $311,642 decrease in net cash outflow from operating activities.

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Cash Flow in Investing Activities

We had net cash provided by investing activities of $39,310 for the six months ended September 30, 2022, which primarily consisted of purchase of property and equipment of $20,115 and a collection of receivables from Huangshan Panjie Investment Management Co., Ltd. of $59,425.

We had net cash used in investing activities of $9,302,454, for the six months ended September 30, 2021, which primarily consisted of cash deposit of RMB 60 million the Company paid to one entity which the Company is seeking to acquire certain percentage of ownership, and purchase of property and equipment of $21,137.

Cash Flow in Financing Activities

For the six months ended September 30, 2022, the net cash used in financing activities was $11,069,358, which was primarily attributable to amounts paid to related parties of $11,061,683 and payment of the bank borrowings of $7,675.

For the six months ended September 30, 2021, the net cash used in financing activities was $3,909,445, which was primarily attributable to repayment of related parties of $3,889,409, and payment of the bank borrowings of $20,036.

The Equity Incentive Plan

On March 11, 2022, the board of directors of the Company adopted the 2022 equity incentive plan and approved the filing of a registration statement on Form S-8 (File No. 333-263563) to register such plan. As of the date of this report, the Company has issued 304,709 ordinary shares, which were all the ordinary shares available under the 2022 equity incentive plan.

On August 27, 2021, the Company filed a registration statement on Form S-8 (File No. 333-263563) to register its 2021 equity incentive plan. As of the date of this report, the Company has issued 116,250 ordinary shares, which were all the ordinary shares available under the 2021 equity incentive plan.

The Convertible Notes

On March 16, 2022, the Company entered into a Securities Purchase Agreement (the "Purchase Agreement") with an institutional investor ("Investor") pursuant to which the Company issued an unsecured convertible promissory note with a 12-months maturity (the "2022 Convertible Note") to Investor. The 2022 Convertible Note has the original principal amount of $2,804,848 including the original issue discount of $168,291 and Investor's legal and other transaction costs of $20,000. The Company anticipates using the proceeds for general working capital purposes.

Material Terms of the Agreements

●

Interest accrues on the outstanding balance of the Note at 6% per annum from the Purchase Price Date until the same is paid in full. All interest calculations hereunder shall be computed on the basis of a 360-day year comprised of twelve (12) thirty (30) day months, shall compound daily and shall be payable in accordance with the terms of this Note.

●

Upon the occurrence of a Trigger Event, Investor may increase the outstanding balance payable under the Note by 12% or 5%, depending on the nature of such event. If the Company fails to cure the Trigger Event within the required five trading days, the Triger Event will automatically become an event of default and interest will accrue at the lesser of 22% per annum or the maximum rate permitted by applicable law.

●	Subject to adjustment as set forth in this Note, the price at which Lender has the right to convert all or any portion of the Outstanding Balance into Ordinary Shares is $0.30 per share (the "Lender Conversion Price").

●

Lender has the right at any time after the date that is six (6) months from the Purchase Price Date until the Outstanding Balance has been paid in full, at its election, to convert ("Conversion") all or any portion of the Outstanding Balance into fully paid and non-assessable Ordinary Shares, par value $0.0001 (the "Ordinary Shares"), of Borrower ("Conversion Shares") as per the following conversion formula: the number of Conversion Shares equals the amount being converted (the "Conversion Amount") divided by the Conversion Price; provided, however, that in the event the Floor Price is higher than the Conversion Price, Borrower may, subject to applicable Nasdaq listing rules, either agree to lower the Floor Price (as defined below) to be equal to the applicable Conversion Price or satisfy the Conversion in cash.

Please refer to Note 12 of our Condensed Consolidated Financial Statements included in this Form 6-K for details of accounting of the Convertible Notes.

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Going Concern

These financial statements for the six months ended September 30, 2022 and 2021 have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business.

As reflected in the accompanying condensed consolidated financial statements, the Company had a net loss of $1,494,609 for six months ended September 30, 2022, and an accumulated deficit of $17,182,887, which were mainly caused by the decrease in our sale volume. In addition, the net cash used in operations was $549,125 for the six months ended September 30, 2022, and the Company had a cash and cash equivalents balance of $2,981,034 and a net working capital of $5,068,091 as of September 30, 2022.

It is management's opinion that these conditions do not raise substantial doubt about the Company's ability to continue as a going concern for a period of twelve months from the issue date of this report. The Company is in the process in building its customer base and expects to generate increased revenues as well as cut some of its expenses, and the Company is seeking to raise capital through additional debt from its controlling shareholders and equity financings to fund its operations in the next six months.

Off-Balance Sheet Arrangements

On April 12, 2021, Taizhou Suxuantang signed a financial guarantee agreement with Jiangsu Changjiang Commercial Bank for Taizhou Jiutian Pharmaceutical Co. Ltd. in borrowing of $393,618 (equivalent of RMB 2,800,000) for three-year period. Taizhou Suxuantang is obliged to pay on behalf the related party the principal, interest, penalty and other expenses if Taizhou Jiutian Pharmaceutical Co. Ltd. defaults in payment. The Company did not charge financial guarantee fees over Taizhou Jiutian Pharmaceutical Co. Ltd.

On October 28, 2013, Taizhou Suxuantang signed a financial guarantee agreement with Fenlan Xu for Jianping Zhou in borrowing of $815,351 (equivalent of RMB 5,800,000) for an unlimited period. Taizhou Suxuantang and Taizhou Jiutian Pharmaceutical Co. Ltd. are obliged to pay on behalf the related party the principal, interest from January 1, 2021 to the actual date of payment, penalty and other expenses if Jianping Zhou defaults in payment. The Company did not charge financial guarantee fees over Jianping Zhou.

The Company had the following operating lease commitment as of September 30, 2022:

Office Rental		For the year ended September 30,
2023		$	70,345
2024			70,345
2025			70,345
2026			70,345
2027			70,345
Thereafter			17,586
Total		$	369,311

Except for the guarantee and commitment listed above, the Company does not have any other off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on its financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Inflation

We do not believe our business and operations have been materially affected by inflation.

Related Parties and Material Related Party Transactions

Please refer to Note 17 of our Condensed Consolidated Financial Statements included in this Form 6-K for details of related parties and material related party transactions.

Critical Accounting Policies

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets, liabilities and contingencies at the date of the condensed consolidated financial statements as well as the reported amounts of expenses during the reporting period. As a result, management is required to routinely make judgments and estimates about the effects of matters that are inherently uncertain. Actual results may differ from these estimates under different conditions or assumptions. Management determined there were no critical accounting policies or accounting estimates.

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