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." Concurrently with the name change, we changed our principal business plan 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 Technology International Limited, a Republic of Seychelles company ("Bangtong International") 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 of President, CEO, CFO, Treasurer, Secretary and Chairman of the Board of Directors. 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, Ingtona (????), in the second half of 2019, 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:





1






? Development of our business plan;

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

? The development of our franchise business.

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 $252,786 and net cash used in operating activities of $143,252 and shareholders' deficit of $1,024,003 during the nine months ended September 30, 2020.

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 September 30, 2020 and 2019

The following table sets forth key components of our results of operations during the three months ended September 30, 2020 and 2019.





                                Three months ended      Three months ended
                                September 30, 2020      September 30, 2019        Change
Revenue
Franchise revenue              $                  -     $                 -     $         -
Sale of products                                  -                       -               -
Total revenue                                     -                       -               -
Cost of revenue:
Franchise expenses                                -                       -               -
Cost of goods sold                                -                       -               -
Total cost of revenue                             -                       -               -
Gross profit                                      -                       -               -

Other (expenses)income                        2,869                      94           2,775
General and administrative
expense                                     (47,033 )              (191,717 )       144,684
Net loss                                    (44,164 )   $          (191,623 )   $   147,459




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 September 30, 2020 and 2019. The Company also started the offline adult products franchise business in fall 2019, but we did not generate any revenue for the three months period ended September 30, 2020 from the offline franchise 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.





Cost of revenue


During the three months ended September 30, 2020 and 2019, we did not earn any revenue, and thus we did not incur any cost of revenue.

Gross profit and gross margin

As a result of no revenue and cost of revenue being realized, gross profit was $nil for the three months ended September 30, 2020 and 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 to $47,033 from $191,717 for the three months ended September 30, 2020 compared to the same period of 2019. Such decrease mainly because we managed to reduce operating activities to control the cost incurred.





Net loss


As a result of the cumulative effect of the factors described above, our net loss decreased by $147,459 to $44,164 for the three months ended September 30, 2020.

Comparison of Nine Months Ended September 30, 2020 and 2019

The following table sets forth key components of our results of operations during the nine months ended September 30, 2020 and 2019.





                                 Nine months ended         Nine months ended
                                September 30, 2020        September 30, 2019         Change
Revenue
Franchise revenue              $               6,913     $                   -           6,913
Sale of products                               1,030                         -           1,030
Total revenue                                  7,943                         -           7,943
Cost of revenue:
Franchise expenses                              (977 )                       -            (977 )
Cost of goods sold                              (515 )                       -            (515 )
Total cost of revenue                         (1,492 )                       -          (1,492 )
Gross profit                                   6,451                         -     $     6,451

Other income                                   4,477                     1,060           3,417
General and administrative
expense                                     (238,842 )              (1,429,083 )     1,190,241
Net loss                       $            (227,914 )   $          (1,428,023 )   $ 1,200,109




3







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 nine months period ended September 30, 2020 and 2019. The Company also started the offline adult products franchise business in fall 2019 and we generated revenue of $6,913 for franchise revenue and $1,030 for selling products in our vending machines during the nine months period ended September 30, 2020.

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 $1,492 for the nine months ended September 30, 2020 which was mainly comprised of the franchise expenses amounted $977 and cost of products sold by the vending machines in offline adult products stores amounted $515. During the nine months ended September 30, 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 nine months ended September 30, 2020 was $6,416. As a result of no revenue and cost of revenue being realized, gross profit was $nil for the nine months ended September 30, 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 $1,190,241 to $238,842 for the nine months ended September 30, 2020 from 2019. Such decrease mainly because we managed to reduce operating activities to control the cost incurred.





Net loss


As a result of the cumulative effect of the factors described above, our net loss increased by $1,200,109 to $227,914 for the nine months ended September 30, 2020 from 2019.

Liquidity and Capital Resources





Working capital:              September 30, 2020       September 30, 2019
Total current assets         $            257,989     $            556,923
Total current liabilities               1,439,833                1,306,106
Working capital deficiency   $         (1,181,844 )   $           (749,183 )




4






As of September 30, 2020, we had cash and cash equivalents of $20,996. To date, we have financed our operations primarily through contributions by owners and borrowings from related parties. The following table provides detailed information about our net cash flows for the nine months ended September 30, 2020 and 2019:

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