The following management's discussion and analysis should be read in conjunction with our financial statements and the notes thereto and the other financial information appearing elsewhere in this report. Our financial statements are prepared in U.S. dollars and in accordance with U.S. GAAP.

Special Note Regarding Forward Looking Statements

In addition to historical information, this report contains forward-looking statements. We use words such as "believe," "expect," "anticipate," "project," "target," "plan," "optimistic," "intend," "aim," "will" or similar expressions which are intended to identify forward-looking statements. Forward-looking statements speak only as of the date they are made, are based on various underlying assumptions and current expectations about the future. Accordingly, such information should not be regarded as representations that the results or conditions described in such statements or that our objectives and plans will be achieved and we do not assume any responsibility for the accuracy or completeness of any of these forward-looking statements. You are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, as well as assumptions, which, if they were to ever materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-looking statements.

Readers are urged to carefully review and consider the various disclosures made by us in this report and our other filings with the SEC. These reports attempt to advise interested parties of the risks and factors that may affect our business, financial condition and results of operations and prospects. The forward-looking statements made in this report speak only as of the date hereof and we disclaim any obligation, except as required by law, to provide updates, revisions or amendments to any forward-looking statements to reflect changes in our expectations or future events.





Overview

We were incorporated on March 19, 2013 under the name "Sunrise Tours, Inc." under the laws of the state of Nevada. We originally intended to develop and offer special services, including 3D virtual tours for companies that would like to promote their venues on the Internet and through electronic media. On January 20, 2016, we filed a Certificate of Amendment with the Secretary of State of Nevada and changed our corporate name to "Luboa Group, Inc." Concurrent with the name change, we changed our business focus to developing specialized agricultural products and a carbon emission trading platform in Asia. However, since inception, we have not engaged in active business operations and have not generated significant amount of revenue.

On April 1, 2019, we entered into a share exchange agreement with Bangtong International, a Republic of Seychelles company and holders of all outstanding capital stock of Bangtong International, pursuant to which on June 21, 2019, we acquired 100% of the outstanding capital stock of Bangtong International, and in exchange, we issued to the former shareholders of Bangtong International an aggregate of 100,000,000 shares of the Company's common stock. As a result, Bangtong International became our wholly-owned subsidiary and the former shareholders of Bangtong International became the holders of approximately 89.6% of our issued and outstanding capital stock on a fully-diluted basis. On the same date, Mr. Feng Jiang resigned from his positions as the President, CEO, CFO, Treasurer, Secretary and Chairman of the Board of Directors of the Company. Mr. Xianyi Hao was appointed as our new President, CEO, CFO, Treasurer, Secretary and Chairman of the Board of Directors.

As a result of this transaction, we ceased to be a shell company and through our subsidiaries and affiliated entities, we are currently engaged in the business of e-commerce. We have officially launched our e-commerce platform in second half of 2019, Ingtona (????), but the active users are minimum. We have not yet commenced planned operations to any significant measure. Our operations to date have been devoted primarily to start-up, development and operational activities, which include:

? Formation of our subsidiaries;

? Development of our business plan;

? Research on marketing channels/strategies for our planned business; and

? The development of our franchise business.






1

The accompanying financial statements are presented on the basis that the Company is a going concern. The going concern assumption contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

Since late January, the COVID-19 pandemic has significantly reduced customer visits and spending in our offline stores and delayed the full launch and normal operations of our e-commerce platform. Although the Chinese government has lifted quarantines and lockdowns since late March, various restrictions and the fear of new outbreaks continue to limit the recovery of our business and customer demand for our products and services.

The Company incurred net loss of $118,279 and net cash used in operating activities of $111,457 during the three months ended March 31, 2020. As of March 31, 2020, the Company had net current liability of $1,041,936 and deficit on equity of $875,764. As of December 31, 2019, the Company had net current liability of $951,899 and deficit on equity of $771,217.

The ability to continue as a going concern is dependent upon the Company's profit generating operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they become due. Therefore, there is substantial doubt about the ability of the entity to continue as a going concern within one year after the date that the financial statements are issued. In light of management's efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern. The Company expects to finance operations primarily through capital contributions from the shareholders. These consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.





Results of Operations

Comparison of Three Months Ended March 31, 2020 and 2019

The following table sets forth key components of our results of operations during the three months ended March 31, 2020 and 2019.





                                    For the three months ended March 31,
                                        2020                     2019
REVENUES                         $              791                        -

COST OF REVENUES                               (384 )                      -

GROSS PROFIT                                    407                        -

OPERATING EXPENSES

General and administrative                 (120,300 )               (638,512 )
Total operating expenses                   (120,300 )               (638,512 )

LOSS FROM OPERATIONS                       (119,893 )               (638,512 )

OTHER INCOME, NET                             1,614                      527

LOSS BEFORE INCOME TAX EXPENSE             (118,279 )               (637,985 )

INCOME TAX EXPENSE                                -                        -

NET LOSS                                   (118,279 )               (637,985 )




2







Revenue

We are developing our e-commerce platform which will serve consumers through our retail website that enables third-party sellers to sell their products on the online marketplace. Our platform was launched in the second half of 2019 and we expect to start generating revenues from our e-commerce business during the 2020 fiscal year. However, we did not generate any revenues from our e-commerce platform as we did not sell any products on the platform during the three months period ended March 31, 2019. The Company also started the offline adult products franchise business in fall 2019 and we generated revenue of $791 during the three months period ended March 31, 2020 for selling products in our vending machines.

Since late January, the COVID-19 pandemic has significantly reduced customer visits and spending in our offline stores and delayed the full launch and normal operations of our e-commerce platform. Although the Chinese government has lifted quarantines and lockdowns since late March, various restrictions and the fear of new outbreaks continue to limit the recovery of our business and customer demand for our products and services.





Cost of revenue

Cost of revenue was $384 for the three months ended March 31, 2020 which was mainly comprised of the cost of products sold by the vending machines in offline adult products stores. During the three months ended March 31, 2019, as we did not earn any revenue, we did not incur any cost of revenue.





Gross profit and gross margin

Gross profit for the three months ended March 31, 2020 was $407. As a result of no revenue and cost of revenue being realized, gross profit was $nil for the three months ended March 31, 2019.

General and administrative expense

Our general and administrative expense consists primarily of salary expense, travelling expenses, as well as consultancy fees. Our general and administrative expenses decreased by $533,320 to $120,300 for the three months ended March 31, 2020 compared to 2019. Such decrease was mainly because we engaged consultants to provide consulting services in connection with the Reverse Acquisition for three months ended March 31, 2020.





Net loss

As a result of the cumulative effect of the factors described above, our net loss decreased by $534,814 to $118,279 for the three months ended March 31, 2020 compared to 2019.

Liquidity and Capital Resources





Working capital:              March 31, 2020       December 31, 2019
Total current assets         $        281,958     $           403,332
Total current liabilities          (1,323,894 )            (1,355,231 )
Working capital deficiency   $    (1,0041,936 )   $          (951,899 )




                                                     Three Months         Three Months
                                                        Ended                Ended
Cash flows:                                         March 31, 2020       March 31, 2019
Net cash (used in) operating activities            $       (111,457 )   $        (96,710 )
Net Cash (used in) investing activities                           -             (134,243 )
Net Cash (used in) financing activities                           -                    -
Effect of exchange rate changes on cash and cash
equivalents                                                  (1,076 )             22,827
Net (decrease) increase in cash and cash
equivalents                                                (112,533 )           (208,126 )
Cash and cash equivalents at the beginning of
year                                                        171,925              970,752

Cash and cash equivalents at the end of period $ 59,392 $ 762,626






3







Operating Activities

Net cash used in operating activities was $111,457 for the three months ended March 31, 2020, as compared to net cash used in operating activities of $96,710 for the three months ended March 31, 2019. The increase in net cash used in operating activities was mainly attributable to more expenses were incurred for the operation during the three months ended March 31, 2019 period.





Investing Activities

Net cash used in investing activities for the three months ended March 31, 2020 and 2019 were nil and $134,243 respectively. The decrease in net cash used in investing activities was mainly attributable to the acquisition of leasehold improvements, equipment and motor vehicles incurred in the three months ended March 31, 2019.





Financing Activities

No cash was used in or provided by financing activities for the three months ended March 31, 2020 and 2019.

Off-Balance Sheet Transactions

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that is material to investors.





Contractual Obligations

As a smaller reporting company, the Company is not required to provide this information.





Critical Accounting Policies

We have identified critical accounting policies that, as a result of judgments, uncertainties, uniqueness and complexities of the underlying accounting standards and operation involved could result in material changes to our financial position or results of operations under different conditions or using different assumptions.





Use of Estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, related disclosures of contingent liabilities at the balance sheet date, and revenue and expenses in the financial statements and accompanying notes. Significant accounting estimates reflected in the Company's financial statements include the economic lives and impairment of leasehold improvements and equipment, allowance for doubtful accounts and etc. Actual results could differ from those estimates and such differences could affect the results of operations reported in future periods.





Recognition of Revenue

The Company offers an online marketplace through its e-commerce platform that enables third-party sellers to sell their products to consumers. The e-commerce platform has yet been launched and the Company has not yet generated any revenues. The Company also started the vending machine business and generating revenue in the forth quarter of 2019. The Company also offer franchise arrangement with customers but yet generated any revenues.

Consistent with the criteria of ASC 606, the Company recognizes revenues when the Company satisfies a performance obligation by transferring a promised good or service (that is, an asset) to a customer. An asset is transferred when the customer obtains control of that asset.

In accordance with ASC 606, the Company evaluates whether it is appropriate to record the gross amount of product sales and related costs or the net amount earned as commissions. When the Company is a principal, that the Company obtains control of the specified goods or services before they are transferred to the customers, the revenues should be recognized in the gross amount of consideration to which it expects to be entitled in exchange for the specified goods or services transferred. When the Company is an agent and its obligation is to facilitate third parties in fulfilling their performance obligation for specified goods or services, revenues should be recognized in the net amount for the amount of commission which the Company earns in exchange for arranging for the specified goods or services to be provided by other parties. Revenue is recorded net of value-added taxes.





4

The Company recognizes revenue net of discounts and return allowances when the products are delivered and title passes to customers. Significant judgement is required to estimate return allowances. For online direct sales business with return conditions, the Company reasonably estimate the possibility of return based on the historical experience, changes in judgments on these assumptions and estimates could materially impact the amount of net revenues recognized.

Concentrations of Credit Risk

Financial instruments that potentially expose the Company to significant concentration of credit risk consist primarily of cash and cash equivalents. As of March 31, 2020, substantially all of the Company's cash and cash equivalents were deposited with financial institutions with high-credit ratings and quality.

Recent accounting pronouncements

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The guidance supersedes existing guidance on accounting for leases with the main difference being that operating leases are to be recorded in the statement of financial position as right-of-use assets and lease liabilities, initially measured at the present value of the lease payments. For operating leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election not to recognize lease assets and liabilities. For public business entities, the guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application of the guidance is permitted. In transition, entities are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The Company expects to adopt ASU 2016-02 in the first quarter of fiscal year 2019. Adoption of this standard resulted in the recognition of right-of-use assets and operating lease liabilities. As of March 31, 2020, the adoption of this standard did not have a material impact on the Company's operating results or cash flows.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326), Measurement of Credit Losses on Financial Statements. This ASU requires a financial asset (or group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial asset(s) to present the net carrying value at the amount expected to be collected on the financial asset. This Accounting Standards Update affects entities holding financial assets and net investment in leases that are not accounted for at fair value through net income. The amendments affect loans, debt securities, trade receivables, net investments in leases, off balance sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual rights to receive cash. For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. All entities may adopt the amendments in this Update through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective (that is, a modified-retrospective approach). The Company is in the process of evaluating the impact of the adoption of this pronouncement on its consolidated financial statements.

The Company reviews new accounting standards as issued. Management has not identified any other new standards that it believes will have a significant impact on the Company's financial statements.

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