(Note: This is NOT an IPO. This is an uplisting to the NASDAQ from the OTC Markets, where Muliang Viagoo Technology’s common stock trades under the symbol “MULG”. Muliang Viagoo Technology is a holding company incorporated in Nevada with no material operations of its own; its main subsidiary, Shanghai Muliang, is engaged in the manufacturing and distribution of organic fertilizer and the sales of agricultural products in the People’s Republic of China. Read the “Risk Factors” in the prospectus.)

**Note: Muliang Viagoo conducts a substantial majority of its operations through a subsidiary established in the People’s Republic of China, (“PRC” or “China,”) and a variable interest entity, (“VIE”) that is based in China. We are not a Chinese operating company. Muliang Viagoo receives economic benefits from Shanghai Muliang’s business operations in China through certain contractual arrangements (the “VIE” Agreements”), and because of which, we are regarded as the primary beneficiary of Shanghai Muliang for accounting purposes and, therefore, we are able to consolidate the financial results of Shanghai Muliang in our consolidated financial statements in accordance with U.S. GAAP. The common shares offered in this offering are shares of Muliang Viagoo, the U.S. holding company, not shares of the VIE in China. As a result of the VIE structure, investors will not hold any ownership interest, direct or indirect, in the Chinese operating companies. Investors would only have a contractual relationship with the Chinese operating companies.

**Note: Revenue and net income figures are in U.S. dollars for the year ended Dec. 31, 2021. 

We primarily engage in the manufacturing and distribution of organic fertilizer and the sales of agricultural products in the PRC. Our organic fertilizer products are sold under our brand names “Zongbao,” “Fukang,” and “Muliang.”

Through our patented technology, we process crop straw (including corn, rice, wheat, cotton, and other crops) into high quality organic nutritious fertilizers that are easily absorbed by crops in three hours. Straws are common agricultural by-products. In PRC, farmers usually remove the straw stubble that remains after grains are harvested, by burning them in order to continue farming on the same land. These activities have resulted in significant air pollution, and they damage the surface structure of the soil with loss of nutrients. We turn waste into treasure by transforming the straws into organic fertilizer, which also effectively reduces air pollution. The straw organic fertilizer we produce does not contain the heavy metals, antibiotics and harmful bacteria that are common in the traditional manure fertilizer. Our fertilizers also provide optimum levels of primary plant nutrients, including multi-minerals, proteins and carbohydrates that promote the healthiest soils capable of growing the healthy crops and vegetables. It can effectively reduce the use of chemical fertilizers and pesticides as well as reduce the penetration of large chemical fertilizers and pesticides into the soil, thus avoiding water pollution. Therefore, our fertilizer can effectively improve the fertility of soil, and the quality and safety of agricultural products.

We generated our revenue mainly from our organic fertilizers, which accounted for approximately 95.82% and 94.5% of our total revenue for the years ended Dec. 31, 2020, and 2019, respectively. We currently have two integrated factories in Weihai City, Shandong Province, PRC to produce our organic fertilizers, which have been in operation since August 2015. We plan to improve the technology for our existing straw organic fertilizer integrated factories in the following aspects: (i) adopt more advanced automatic control technology for raw material feed to shorten the processing time of raw material, and (ii) manufacture powdered organic fertilizer instead of granular organic fertilizer production in order to avoid the drying and cooling process, as such will increase our production capacity.

With the focus of producing organic fertilizers, we also engage in the business of selling agriculture food products, including apples, and as a sales agent for other large agriculture companies in the PRC. In 2014, we rented 350 mu (about 57.66 acres) of mountainous land as an apple orchard. The sales of apples generated less than 1% of our total revenue for the years ended Dec. 31, 2020, and 2019. We expect to generate more revenues from the sales of apples as the apple orchards become more mature in the next few years.

In addition, we plan to engage in the processing and distribution of black goat products, with business commencing at the end of 2021. We are currently constructing a deep-processing slaughterhouse and processing plant which is expected to have the capacity of slaughtering 200,000 black goats per year in Chuxiong City, Yunnan Province, in China. Our black goat processing products including goat rib lets, goat loin roast, goat loin chops, goat rack, goat leg, goat shoulder, goat leg shanks, ground goat, goat stew meat, whole goat, half goat, lamb viscera, etc. We expect to start generating revenue from the black goat products in 2021.

(Note: This NASDAQ uplist deal (NASDAQ uplisting) has been in the works since Dec. 9, 2020, when an S-1/A was filed with the terms – 11.5 million shares at $4.00 each under proposed symbol “MULG” with Boustead Securities as the sole book-ruuner. That filing was preceded by NASDAQ uplisting plans – an S-1 dated June 26, 20219 – by Muliang Agritech.)

(Note: Muliang Viagoo Technology Inc. filed an S-1/A dated July 26, 2022, with updated financial statements through March 31, 2022.)