The following discussion and analysis of our financial condition and results of
operations are based upon our consolidated financial statements and the notes
thereto included elsewhere in this Annual Report on Form 10-K, which have been
prepared in accordance with accounting principles generally accepted in the
United States. The preparation of such financial statements requires us to make
estimates and judgments that affect the reported amounts of assets, liabilities,
revenues, and expenses. On an ongoing basis, we evaluate these estimates,
including those related to useful lives of real estate assets, bad debts,
impairment, contingencies and litigation. We base our estimates on historical
experience and on various other assumptions that are believed to be reasonable
under the circumstances, the results of which form the basis for making
judgments about the carrying values of assets and liabilities that are not
readily apparent from other sources. There can be no assurance that actual
results will not differ from those estimates. The analysis set forth below is
provided pursuant to applicable SEC regulations and is not intended to serve as
a basis for projections of future events. See "Cautionary Statement Regarding
Forward Looking Statements" above.

Results of Operations for the Years Ended March 31, 2022 and 2021

The following table shows key components of the results of operations during the years ended March 31, 2022 and 2021:





                                                For the Years Ended
                                                     March 31,                        Change
                                                2022            2021             $               %
Revenue                                    $    310,648     $  126,922     $   183,726           145 %
Cost of Sales                                   219,092         87,760         131,332           150 %
Gross Profit                                     91,556         39,162          39,162           134 %


Total operating costs and expenses            1,281,589        255,006       1,026,583           403 %
(Loss) from operations before other
income and income taxes                      (1,190,033 )     (215,844 )      (974,189 )         451 %
Other income (loss)                               1,989         (2,355 )         4,344          (184 %)
(Loss) from operations before income
taxes                                        (1,188,044 )     (218,199 )      (969,845 )         444 %
Income taxes                                          -              -               -           N/A
Net (loss) from continuing operations        (1,188,044 )     (218,199 )      (969,845 )         444 %
(Loss) on the sale of discontinued
operations, net of income taxes                       -       (713,722 )       713,722          (100 %)
Net income from discontinued operations,
net of income taxes                                   -            743            (743 )        (100 %)
Total net (loss) income from
discontinued operations                               -       (712,979 )       712,979          (100 %)
Net (loss)                                   (1,188,044 )     (931,178 )      (256,866 )          28 %
Less: net (loss) income attributable to
non-controlling interests                       (68,537 )          364         (68,901 )     (18,929 %)
Net (loss) attributable to common
shareholders'                              $ (1,119,507 )   $ (931,542 )   $  (187,965 )          20 %




All of our revenue during the years ended March 31, 2022 and 2021 was generated
by our subsidiary Yuxinqi. Yuxinqi is a marketing enterprise with a focus on
milled rice and other agricultural products. Yuxinqi's sales are erratic, since
a stable customer base has not been established yet. Sales by Yuxinqi during the
fiscal year ended March 31, 2022 were higher than during the fiscal year ended
March 31, 2021. The increase in revenue occurred primarily because our principal
customer, Jiufu Zhenyuan, increased its orders. Although the revenue increased,
the planned expansion of our business still was hindered this year by the
Covid-19 pandemic, as other customers reduced their orders.



The cost of sales of $219,092 and $87,760 for the fiscal years ended March 31,
2022 and 2021, respectively, was attributable to our purchases of milled rice
and other foodstuffs. Those operations yielded a gross profit of $91,556 and
$39,162 with gross margins of 29.5% and 30.9%, respectively.



                                       15





In April 2021, in order to boost sales, the Company granted a total of 345,000
fully vested shares with a fair value on the grant date of $2.20 per share to 25
individuals for sales promotion services. As a result, $759,000 (the market
value of the shares on date of grant) in compensation expense was recognized as
advertising and promotion expenses for the year ended March 31, 2022. That
represented the primary component of the Company's operating expenses from
continuing operations, which totaled $1,281,589 and $255,006 during the years
ended March 31, 2022 and 2021, respectively. The components of operating
expenses were:



                                         For the Years Ended
                                              March 31,
                                         2022            2021
Salaries and benefits                $   341,751     $  102,149
Office expense                           102,100         62,146
Rentals and leases                        28,278         26,076
Professional fees                        102,131        140,884
Exchange (gain)                          (76,631 )     (134,541 )

Advertising and promotion expenses 783,782 53,588 Depreciation and amortization

                178          4,704
Total operating expenses             $ 1,281,589     $  255,006




In addition to the stock-based promotional expense, salaries and benefits and
office expenses increased in fiscal year 2022 because Tianci Wanguan initiated
its operations and Yuxingqi implemented an expansion of our business.



The Company's operating expenses were partially offset by $76,631 and $134,541
of gain on exchange realized during the 2022 and 2021 fiscal years. This
represented the increase in the USD value of Tianci's debt to Organic
Agricultural as a result of the decline in the USD to CNY exchange rate from
6.5565 to 6.3431 in fiscal 2022 and 7.1383 to 6.5565 in fiscal 2021.

The Company's continuing operations produced a net loss of $1,188,044 and $218,199 for the fiscal years of 2022 and 2021, respectively.


Until April 2020 the Company's operations were focused on the production of
paddy rice by its subsidiary, Lvxin. To re-focus operations toward the sale of
value-added processed products, the Company's subsidiary, Tianci Liangtian,
completed the spin-off of its ownership interest in Lvxin on April 30, 2020.
During the year ended March 31, 2021, the Company incurred $713,722 of
investment loss due to the divestment of Lvxin. During fiscal year 2022, the
Company's net loss was increased by the $68,537 net loss attributable to the
non-controlling interest in Tianci Wanguan; during fiscal year 2021, the
Company's net loss was increased by the $364 net income attributable to the
non-controlling interest in Lvxin. As a result, the Company recorded net loss
attributable to its common shareholders of $1,119,507 for the year ended March
31, 2022 and $931,542 for the year ended March 31, 2021.



On November 6, 2020 Organic Agricultural entered into a Cooperation Agreement
with Unbounded IOT Block Chain Limited ("Unbounded"). The purpose of the
Cooperation Agreement was to promote the use of blockchain technology in
agriculture, specifically the development of tracing systems for agricultural
products, the development of a blockchain-based shopping mall for agricultural
products, and related improvements to the agricultural sector of the economy. To
accomplish those purposes in this agreement, Tianci Wanguan (Xiamen) Digital
Technology Co., Ltd. ("Tianci Wanguan") was incorporated on November 5, 2020.
Tianci Wanguan is 51% owned by Organic Agricultural HK and 49% owned by Chen
Zewu on behalf of Unbounded. On July 19, 2021 the parties executed a supplement
to the Cooperation Agreement.




The Supplementary Agreement sets forth performance criteria for Unbounded's
management of Tianci Wanguan: specifically that within 12 months after the
shares mentioned below are issued to Unbounded, Tianci Wanguan must generate a
profit of five million Renminbi (approximately US$774,000) from the business
described in the Cooperation Agreement or any other business approved by Organic
Agricultural. On November 23, 2021, Organic Agricultural issued 10 million
shares of its common stock to Chen Zewu to be held for the benefit of Unbounded.
If Unbounded fails to satisfy the criteria described above, the 10 million
shares must be returned to Organic Agricultural. If Unbounded does satisfy the
criteria, then it will have unrestricted ownership of the 10 million shares, and
Organic Agricultural will issue an additional 10 million shares to Unbounded.
According to FASB ASC 505-50-S99-1 and 2, as the 10,000,000 shares issued on
November 23, 2021 are unvested and forfeitable, these shares are treated as
unissued until they vest when the target described above is met.



                                       16





The share-based compensation will be measured at grant date, based on the fair
value of the award and recognized over its vesting period once it determined
that the target will more likely than not be met. After the criteria described
above is satisfied, the Company will grant a total of 20,000,000 shares,
including the 10,000,000 shares issued on November 23, 2021, with a fair value
on the grant date, which is July 19, 2021, of $0.0969 per share to Unbounded. If
the target described above is satisfied, $1,938,000 in compensation expense will
be recognized under the provisions of ASC 718.



As of March 31, 2022, Tianci Wanguan had begun its operations and had a net loss
of approximately $110,000 for the period from November 23, 2021 to March 31,
2022. Based on the current net loss of Tianci Wanguan, it is currently not
likely that they will meet the performance condition. Accordingly, no
compensation expense has been recognized as of March 31, 2022 for these shares.

Liquidity and Capital Resources


The Company's operations have been financed primarily by proceeds from the sale
of shares. The Company received $920,000 from the sale of 21,256,620 shares
during fiscal 2022. As of March 31, 2022, our working capital was $303,875.
Working capital increased by $449,013 during the 2022 fiscal year, primarily due
cash received from the sale of the 21,256,620 shares.

The largest components of working capital at March 31, 2022 were cash of $408,463 and inventories of $205,873, which were offset by $316,150 in customer deposits against future sales.





Cash Flows



The following table summarizes our cash flows for the years ended March 31, 2022
and 2021.



                                                         For the Years Ended
                                                              March 31,               Change
                                                         2022           2021            $
Net cash (used in) operating activities              $ (569,051 )   $  (44,351 )   $ (524,700 )
Net cash (used in) investing activities                       -         (1,343 )       (1,343 )
Net cash provided by financing activities               920,000         46,400        873,600
Effect of exchange rate fluctuation on cash and
cash equivalents                                        (12,992 )     (172,374 )      159,382
Net increase (decrease) in cash and cash
equivalents                                             337,957       (171,668 )      509,625
Cash and cash equivalents, beginning of year             70,506        242,174       (171,668 )
Cash and cash equivalents, end of year               $  408,463     $   70,506     $  337,957




During fiscal 2022, our operations used net cash of $569,051. The Company
incurred a cash use from operations primarily because it recorded a net loss of
$1,188,044. The difference between net loss and cash used was primarily
attributable to the non-cash expense of $759,000 for stock we issued as
compensation. Our cash uses included a reduction in the balance due to related
parties by $132,841, a $79,114 increase in inventories and a $68,296 increase in
prepaid expenses. During fiscal 2021, our operations used net cash of $44,351.
Net cash was used primarily due to the $218,199 of net loss from continuing
operations partially offset by increased customer deposits of $66,708 and the
amortization of prepaid expenses of $39,899.



The Company had no investing activities during fiscal 2022, and the Company's
only investing activity during fiscal 2021 was the distribution of $1,343 of
cash in connection with the sale of the discontinued operations.



Our financing activities during fiscal 2022 generated $920,000 from the sale of
common stock. Our financing activities during fiscal 2021 generated $46,400

from
the sale of common stock.



                                       17





Critical Accounting Policies



The discussion and analysis of the Company's financial condition and results of
operations is based upon its consolidated financial statements, which have been
prepared in accordance with United States generally accepted accounting
principles. The preparation of these financial statements requires us to make
significant estimates and judgments that affect the reported amounts of assets,
liabilities, revenues and expenses, and related disclosure of contingent assets
and liabilities. These items are monitored and analyzed by management for
changes in facts and circumstances, and material changes in these estimates
could occur in the future. Changes in estimates are recorded in the period in
which they become known. The Company bases its estimates on historical
experience and various other assumptions that we believe to be reasonable under
the circumstances. Actual results may differ from our estimates if past
experience or other assumptions do not turn out to be substantially accurate.

In connection with the preparation of our financial statements for the year ended March 31, 2022, there was one accounting estimate we made that was subject to a high degree of uncertainty and was critical to our results, as follows:





Valuation of Unvested Shares



On November 23, 2021 the Company issued 10 million common shares to Chen Zewu as
agent for Unbounded IOT Block Chain Limited ("Unbounded"), which owns the
minority interest in Tianci Wanguan, and is responsible for managing that
company. Our agreement with Unbounded provide that the shares will vest in
Unbounded only if Tianci Wanguan generates a profit of five million Renminbi
during the twelve months following November 23, 2021. Upon vesting of the
shares, the Company would record a compensation expense of $1,938,000. For the
period from November 23, 2021 to March 31, 2022, Tianci Wanguan realized a net
loss of approximately $110,000, which made it less than likely that the shares
will vest. For that reason, the Company has not accrued any compensation expense
with respect to the shares issued for benefit of Unbounded.

Trends, Events and Uncertainties


There is substantial doubt about our ability to continue as a going concern as a
result of our lack of significant revenues and recurring losses. If we are
unable to generate significant revenue or secure additional financing, we may be
required to cease or curtail our operations.



The Company intends to expand its product offerings to include value-added
products, both products based on rice and products based on other food stuffs,
such as organic red beans and millet. Our marketing personnel will endeavor to
expand awareness of our brand, open new marketing channels, and educate the
nation about the health benefits of selenium-enriched rice. In this manner, the
Company hopes to increase sales to support the future operations and development
of the Company. There is no guarantee that the Company's new strategy will

be
successful.




The COVID-19 pandemic has had a significant adverse impact and created many
uncertainties related to our business, and we expect that it will continue to do
so. The Company is experiencing challenges in sales, which have increased the
Company's financial uncertainty. Our future business outlook and expectations
are very uncertain due to the impact of the COVID-19 pandemic and are very
difficult to quantify. It is difficult to assess or predict the impact of this
unprecedented event on our business, financial results or financial condition.
Factors that will impact the extent to which the COVID-19 pandemic affects our
business, financial results and financial condition include: the duration,
spread and severity of the pandemic; the actions taken to contain the virus or
treat its impact, including government actions to mitigate the economic impact
of the pandemic; and how quickly and to what extent normal economic and
operating conditions can resume, including whether any future outbreaks
interrupt the economic recovery.



The U.S. government, including the SEC, has made statements and taken actions
that have led to changes in relations between the U.S. and China, and will
impact companies with connections to the United States or China. Those actions
by the U.S. government included imposing several rounds of tariffs affecting
certain products manufactured in China and imposing sanctions and restrictions
in relation to China. Actions by the SEC included issuing statements indicating
that it would make enhanced review of companies with significant China-based
operations. It is unknown whether and to what extent new legislation, executive
orders, tariffs, laws or regulations will be adopted, or the effect that any
such actions would have on U.S.-domiciled companies with significant connections
to China, our industry or on us. Any unfavorable government policies on
cross-border relations, including increased scrutiny on companies with
significant China-based operations, capital controls or tariffs, may affect our
ability to raise capital and the market price of our shares. If any new
legislation, executive orders, tariffs, laws and/or regulations are implemented,
if existing trade agreements are renegotiated or if the U.S. or Chinese
governments take retaliatory actions due to the recent U.S.-China tensions, such
changes could have an adverse effect on our business, financial condition and
results of operations, our ability to raise capital and the market price of our
shares. Changes in United States and China relations and/or regulations may
adversely impact our business, our operating results, our ability to raise
capital and the market price of our shares.

Other than the factors listed above we do not know of any trends, events or uncertainties that have had or are reasonably expected to have a material impact on our net sales or revenues or income from continuing operations.

Off-Balance Sheet Arrangements





We do not currently have any off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on our financial condition
or results of operations.

Recent Accounting Pronouncements





There were no recent accounting pronouncements that we expect to have a material
effect on the Company's financial position or results of operations. Please
refer to Note 2 of our consolidated financial statements included in this annual
report.

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