UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~March~~June 3130, 2022

☐	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from _____________ to _____________

Commission file number 333-173681

Merion, Inc.

(Name of small business issuer in its charter)

Nevada	5122	45-2898504
(State or Other Jurisdiction of	(Primary Standard Industrial	(I.R.S. Employer
Incorporation or Organization)	Classification Code Number)	Identification No.)

100 N. Barranca St. #1000

West Covina, CA 91791

(626) 331-7570

(Address and telephone number of principal executive offices and principal place of business)

None.

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None		N/A		N/A

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” accelerated filer” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated Filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of outstanding shares of Registrant’s Common Stock, $0.001 par value, was 62,286,573 shares as of ~~May~~September 2320, 2022.

TABLE OF CONTENTS

PART I — FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3.	Quantitative and Qualitative Disclosure about Market Risk	2526
Item 4.	Controls and Procedures	2627
PART II — OTHER INFORMATION
Item 1.	Legal Proceedings	2728
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2728
Item 6.	Exhibits	2728

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PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

MERION, INC.
CONDENSED BALANCE SHEETS
	March 31			December 31
	June 30,			December 31,
	2022			2021
	(UNAUDITED)
ASSETS
CURRENT ASSETS:
Cash	$	522,~~669~~929		$	882
Accounts receivable, net		~~25,144~~-			25,144
Inventories		~~18,307~~-			22,174
Prepaid expenses		7044,~~403~~332			76,856
TOTAL CURRENT ASSETS		~~119~~67,~~523~~261			125,056
PROPERTY AND EQUIPMENT, net		8075,~~881~~718			86,043
OPERATING RIGHT-OF-USE ASSETS		~~343~~221,~~178~~942			398,260
DEPOSITS		15,410			15,410
TOTAL ASSETS	$	~~558~~380,~~992~~331		$	624,769
LIABILITIES AND SHAREHOLDERS' DEFICIT
CURRENT LIABILITIES:
Loan payable - Economic Injury Disaster Loan	$	230,~~193~~468		$	4,386
Accounts payable and accrued expenses		~~253~~270,~~860~~179			218,360
Deferred revenue		~~875~~654,~~952~~135			749,600
Operating lease liabilities - current		~~332~~272,~~108~~626			288,049
Long term debt - current		17,~~594~~795			17,395
Due to shareholder, non-interest bearing		152,097			134,500
Due to third party, non-interest bearing		16,667			-
TOTAL CURRENT LIABILITIES		1,633,804			1,412,290
Due to third party, interest bearing		43,871			-
Due to shareholder, non-interest bearing		258,954			134,500
TOTAL CURRENT LIABILITIES		1,564,695			1,412,290
NON-CURRENT LIABILITIES:
Operating lease liabilities - non-current		~~132~~96,~~422~~879			183,397
Long term debt		5651,~~124~~599			60,598
Loan payable - Economic Injury Disaster Loan		~~157~~482,~~182~~501			153,583
TOTAL NON-CURRENT LIABILITIES		~~345~~630,~~728~~979			397,578
TOTAL LIABILITIES		12,~~979~~195,~~532~~674			1,809,868
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' DEFICIT:
Common stock, $0.001 par value, 333,333,333 shares authorized, 62,286,573 shares issued and outstanding, as of March 31, 2022 and December 31, 2021		62,287			62,287
Common stock, $0.001 par value, 333,333,333 shares authorized, 62,286,573 shares issued and outstanding, as of June 30, 2022 and December 31, 2021		62,287			62,287
Additional paid-in capital		26,438,841			26,438,841
Deficit		(26,~~185~~580,~~973~~776	)		(25,950,532	)
Stock subscription receivable		(1,735,695	)		(1,735,695	)
TOTAL SHAREHOLDERS' DEFICIT		(1,~~420~~815,~~540~~343	)		(1,185,099	)
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT	$	~~558~~380,~~992~~331		$	624,769

The accompanying notes are an integral part of these unaudited condensed financial statements.

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MERION, INC.
CONDENSED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2022 AND 2021
(UNAUDITED)
	For the Three Months Ended March 31,
	2022			2021
SALES - OEM and Packaging	$	145,889		$	435,362
COST OF SALES
OEM and Packaging		57,086			225,435
Inventory write-down		4,873			4,075
Idle Capacity		-			8,014
COST OF SALES		61,959			237,524
GROSS PROFIT		83,930			197,838
OPERATING EXPENSES
Selling expenses		3,629			46,103
General and administrative expenses		317,141			366,606
Stock compensation expense		-			83,934
Total operating expenses		320,770			496,643
LOSS FROM OPERATIONS		(236,840	)		(298,805	)
OTHER INCOME (EXPENSE), net
Other income		5,597			5,020
Finance expenses		(4,198	)		(3,855	)
Total other income, net		1,399			1,165
LOSS BEFORE INCOME TAXES		(235,441	)		(297,640	)
PROVISION FOR INCOME TAXES		-			-
NET LOSS	$	(235,441	)	$	(297,640	)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES
Basic and diluted*		62,286,573			61,519,905
LOSS PER SHARE
Basic and diluted*	$	(0.00	)	$	(0.00	)
*Giving retroactive effect to the 1-for-3 reverse stock split effected on July 27, 2021.

MERION, INC.

CONDENSED STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022 AND 2021

(UNAUDITED)

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2022			2021			2022			2021
SALES - OEM and Packaging		81,477			761,107			227,366			1,196,469

COST OF SALES
OEM and Packaging		59,394			630,550			116,480			855,985
Inventory write-down		18,143			-			23,016			4,075
Idle Capacity		-			1,284			-			9,298
TOTAL COST OF SALES		77,537			631,834			139,496			869,358

GROSS PROFIT		3,940			129,273			87,870			327,111

OPERATING EXPENSES
Selling expenses		4,983			20,094			8,612			66,197
General and administrative expenses		318,392			301,334			635,533			667,940
Stock compensation expense		-			84,867			-			168,801
Impairment loss of right-of-use asset		65,482			-			65,482			-
Loss on disposal of equipment		-			268,800			-			268,800
Total operating expenses		388,857			675,095			709,627			1,171,738

LOSS FROM OPERATIONS		(384,917	)		(545,822	)		(621,757	)		(844,627	)

OTHER (EXPENSE) INCOME, net
Other income		466			28,600			6,063			33,620
Finance expenses		(10,352	)		(3,214	)		(14,550	)		(7,069	)
Total other (expense) income, net		(9,886	)		25,386			(8,487	)		26,551

LOSS BEFORE INCOME TAXES		(394,803	)		(520,436	)		(630,244	)		(818,076	)

PROVISION FOR INCOME TAXES		-			-			-			-

NET LOSS	$	(394,803	)	$	(520,436	)	$	(630,244	)	$	(818,076	)

WEIGHTED AVERAGE NUMBER OF COMMON SHARES
Basic and diluted*		62,286,573			61,519,905			62,286,573			61,519,905

LOSS PER SHARE
Basic and diluted*	$	(0.01	)	$	(0.01	)	$	(0.01	)	$	(0.01	)

*Giving retroactive effect to the 1-for-3 reverse stock split effected on July 27, 2021.

The accompanying notes are an integral part of these unaudited condensed financial statements.

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MERION, INC.
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT
	For the Three Months Ended March 31, 2021
	For the Six Months Ended June 30, 2021
	Common Stock*				AdditionalPaid-in		DeferredStock						StockSubscription
	Shares		Amount		Capital		Compensation			Deficit			Receivable			Total
BALANCE, January 1, 2021		61,519,905	$	61,520	$	26,439,608	$	(179,992	)	$	(24,754,208	)	$	(1,735,695	)	$	(168,767	)
Net loss		-		-		-		-			(297,640	)		-			(297,640	)
Amortization of deferred stock compensation		-		-		-		83,934			-			-			83,934
BALANCE, March 31, 2021 (Unaudited)		61,519,905	$	61,520	$	26,439,608	$	(96,058	)	$	(25,051,848	)	$	(1,735,695	)	$	(382,473	)
Net loss		-		-		-		-			(520,436	)		-			(520,436	)
Amortization of deferred stock compensation		-		-		-		84,867			-			-			84,867
BALANCE, June 30, 2021 (Unaudited)		61,519,905	$	61,520	$	26,439,608	$	(11,191	)	$	(25,572,284	)	$	(1,735,695	)	$	(818,042	)

	For the Three Months Ended March 31, 2022
	For the Six Months Ended June 30, 2022
	Common Stock*				AdditionalPaid-in		DeferredStock					StockSubscription
	Shares		Amount		Capital		Compensation		Deficit			Receivable			Total
BALANCE, January 1, 2022		62,286,573	$	62,287	$	26,438,841	$	-	$	(25,950,532	)	$	(1,735,695	)	$	(1,185,099	)
Net loss		-		-		-		-		(235,441	)		-			(235,441	)
BALANCE, March 31, 2022 (Unaudited)		62,286,573	$	62,287	$	26,438,841	$	-	$	(26,185,973	)	$	(1,735,695	)	$	(1,420,540	)
Net loss		-		-		-		-		(394,803	)		-			(394,803	)
BALANCE, June 30, 2022 (Unaudited)		62,286,573	$	62,287	$	26,438,841	$	-	$	(26,580,776	)	$	(1,735,695	)	$	(1,815,343	)

*Giving retroactive effect to the 1-for-3 reverse stock split effected on July 27, 2021

The accompanying notes are an integral part of these unaudited condensed financial statements.

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MERION, INC.
CONDENSED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2022 AND 2021
FOR THE SIX MONTHS ENDED JUNE 30, 2022 AND 2021
(UNAUDITED)
	For the Three Months Ended March 31,
	For the Six Months EndedJune 30,
	2022			2021
Cash Flows from Operating Activities:
Net loss	$	(~~235~~630,~~441~~244	)	$	(~~297~~818,~~640~~076	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		510,~~162~~325			1527,~~663~~825
Stock compensation expense		-			83,934
Loss on disposal of equipment		-			268,800
Amortization of operating right-of-use assets		55,082			52,512
Stock compensation expense		-			168,801
Inventory write-down		4,873			4,075
Amortization of operating right-of-use assets		110,835			105,652
Impairment loss of right-of-use asset		65,482			-
Bad debt expenses		25,144			-
Inventory write-down		23,016			4,075
Changes in operating assets and liabilities
Accounts receivable		-			~~(130~~75,258	)
Inventories		(~~1,006~~842	)		~~(66~~11,~~616~~341	)
Prepaid expenses		632,~~453~~524			~~152~~106,~~198~~243
Accounts payable and accrued expenses		3660,~~906~~691			(1976,~~610~~140	)
Deferred revenue		~~126~~(95,~~352~~465	)		12104,~~000~~871
Operating lease liabilities		(6101,~~916~~941	)		(60105,~~244~~127	)
Net Cash Used in Operating Activities		(8500,~~535~~475	)		(~~123~~126,~~858~~477	)
Cash Flows from Investing Activities:
Proceeds from disposal of equipment		-			7,700
Net Cash Provided by Investing Activities		-			7,700
Cash Flows from Financing Activities:
Advances from shareholder		17,905			4,519
Proceeds from third party loan, non-interest bearing		16,667			-
Repayment of shareholder loan		(308	)		(17,840	)
Proceeds from third party loan, interest bearing		40,000			-
Proceeds from loan payable		-			137,792
Advances from shareholder		151,820			6,912
Principal payments of long-term debt		(4,275	)		(4,085	)
Repayment of shareholder loan		(27,366	)		(21,490	)
Net Cash Provided by Financing Activities		13,322			120,386
Proceeds from loan payable		350,000			137,792
Net Change in Cash		4,787			(3,472	)
Principal payments of long-term debt		(8,599	)		(8,217	)
Net Cash Provided by Financing Activities		522,522			114,997
Net Change in Cash		22,047			(3,780	)
Cash, beginning of period		882			9,506
Cash, end of period	$	522,~~669~~929		$	65,~~034~~726
Supplemental Disclosure of Cash Flow Information:
Cash paid for interest	$	21,~~075~~693		$	12,~~061~~075
Cash paid for income tax	$	-		$	-

The accompanying notes are an integral part of these unaudited condensed financial statements.

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MERION, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Note 1 – Organization

Merion, Inc. (the “Company”), a Nevada corporation, was formed on February 4, 2011. Its predecessor, E-World USA Holding, Inc., was a California company incorporated in 2007 (“E-World CA”). In April 2011, E-World CA entered into a merger agreement with its wholly-owned subsidiary, E-World USA Holding, Inc., a Nevada corporation (“E-World NV”) that was the survivor of the merger and became the Company. Under the Merger Agreement, the Company issued 30,000,000 shares of its common stock on a one for one basis for each share of E-World CA’s common stock issued and outstanding at the date of the merger. In addition, the Company issued Type A Warrants and Type B Warrants in exchange for comparable warrants issued and outstanding of E-World CA at the date of the merger. On June 27, 2017, the Company filed an amendment to its Articles of Incorporation with the Secretary of State for the State of Nevada to change its name from E-World NV to Merion, Inc.

The Company is a provider of health and nutritional supplements and personal care products currently sold on the internet through its website, at www.merionus.com, and to wholesale distributors. The Company also provides Original Equipment Manufacturer (“OEM”) and packaging services of hard capsules, tablets, solid beverage (sachet packaging), teabags, powder, granules, dietary supplements ~~for export~~, soft gel capsules and health food.

In May 2021, the Company determined that it is more beneficial to outsource to third-party manufacturers the production of its branded and OEM products than manufacturing through its Nevada factory. As a result, the Company disposed of its machinery and terminated its Nevada factory lease in May 2021. As the Company has significant continuing involvement in the sale of its branded and OEM products through its third-party manufacturers, this restructuring did not constitute a strategic shift that will have a major effect on the Company’s operations and financial results. Therefore, the results of terminated operations for its Nevada factory were not reported as discontinued operations under the guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Section 205.

Note 2 – Going Concern

Management has determined there is substantial doubt about our ability to continue as a going concern as a result of our lack of significant revenues, significant recurring losses, and negative working capital. If we are unable to generate significant revenue or secure additional financing, we may be required to cease or curtail our operations. Our financial statements do not include adjustments that might result from the outcome of this uncertainty.

Management is trying to alleviate the going concern risk by: ~~engaging external sales representatives to sell the Company’s products,~~ investigating and securing various financing resources, including but not limited to borrowing from the Company’s major shareholder, ~~private placements,~~ and ~~the~~seeking ~~possibility~~private ~~of raising funds through a future public offering~~placements.

Note 3 – Summary of Significant Accounting Policies

Basis of Presentation

These unaudited condensed financial statements have been presented in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). In the opinion of management, all adjustments consisting of normal recurring adjustments considered necessary for a fair presentation of the financial statements, have been included. Interim results are not necessarily indicative of results to be expected for the full year. The information included in this Form 10-Q should be read in conjunction with information included in the Company’s annual report on Form 10-K for the year ended December 31, 2021, filed with the Securities and Exchange Commission on April 11, 2022.

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Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Significant accounting estimates reflected in the Company’s unaudited condensed financial statements include the useful lives of property and equipment, the collectability of receivables and impairment of long-lived assets. The inputs into the Company’s judgments and estimates consider the economic implications of COVID-19 on the Company’s critical and significant accounting estimates. Actual results could differ from those estimates.

Cash and cash equivalents

The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents are comprised primarily of money market accounts and foreign and domestic bank accounts. To reduce its credit risk, the Company monitors the credit standing of the financial institutions that hold the Company’s cash and cash equivalents.

Accounts Receivable

Trade accounts receivable are periodically evaluated for collectability based on credit history with customers and their current financial condition. Bad debt expense or write-offs of receivables are determined on the basis of loss experience, known and inherent risks in the receivable portfolio, and current economic conditions.

The accounts receivable balance and allowance for doubtful accounts are as follows:

	March 31, 2022			December 31, 2021
	June 30, 2022			December 31, 2021
	(Unaudited)
Accounts receivable	$	25,144		$	25,144
Allowance for doubtful accounts		-(25,144	)		-
Accounts receivable, net	$	~~25,144~~-		$	25,144

Inventories

Inventories are valued at the lower of cost (determined on a first-in, first-out basis) or net realizable value. Inventory consists of nutritional products, beauty products, and raw materials to be used by the Company’s third party manufacturers. Management reviews inventory on hand for estimated obsolescence or unmarketable items, as compared to future demand requirements and the shelf life of the various products. Based on the review, the Company records inventory write-downs, when necessary, when costs exceed expected net realizable value. The inventories’ shelf lives are approximately 3 years. For the three months ended ~~March~~June 3130, 2022 and 2021, the Company recognized $418,~~873~~143 and $0, respectively, of inventory obsolescence reserves or write-downs. For the six months ended June 30, 2022 and 2021, the Company recognized $23,016 and $4,075, respectively, of inventory obsolescence reserves or write-downs.

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Property and Equipment, net

Property and equipment are stated at cost, net of accumulated depreciation. Upon disposition, the cost and related accumulated depreciation and amortization is removed from the books, and any resulting gain or loss is included in operations. The Company provides depreciation and amortization using the straight-line method over the estimated useful lives of various classes as follows:

Machinery		10 years
Computer and software		3 to 5 years
Furniture and fixtures		5 to 10 years
Vehicles		5 to 7 years
Leasehold improvements		over the lesser of the remaining lease term or the expected life of the improvement

Repairs and maintenance are charged to operations when incurred while betterments and renewals are capitalized.

Right-of-use Asset and Lease Liabilities

The Company utilizes Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2016-02 “Leases (Topic 842)” for all periods presented. The new standard requires lessees to recognize lease assets (“right of use” assets) and related lease obligations (“lease liabilities”) on the balance sheet for leases with terms in excess of 12 months.

Long-Lived Assets

Long-lived assets, including property, equipment, and right-of-use-assets with finite lives, are reviewed for impairment whenever events or changes in circumstances (such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying value of an asset may not be recoverable. The Company assesses the recoverability of the assets based on the undiscounted future cash flows the assets are expected to generate and recognizes an impairment loss when estimated discounted future cash flows expected to result from the use of the asset plus net proceeds expected from disposition of the asset, if any, are less than the carrying value of the asset. When the Company identifies an impairment, the Company reduces the carrying amount of the asset to its estimated fair value based on a discounted cash flow approach or, when available and appropriate, to comparable market values. Management reviewed the impact of COVID-19 and the related disruptions on the Company’s operating results, and based upon potential orders, itthe ~~believes~~Company ~~that~~recognized ~~currently~~$65,482 ~~there~~and ~~was~~$0 noof impairment ~~during~~loss of long-lived assets for the three months ended ~~March~~June 3130, 2022 and 2021, respectively, and the Company recognized $65,482 and $0 of impairment loss of long-lived assets for the six months ended June 30, 2022 and 2021, respectively.

Deferred Revenue

Deferred revenue represents payments advanced by customers on specified product orders or on future orders that have not been shipped as of the balance sheet date. Deferred revenue also represents shipping fee deposits advanced by customers in relation to the unshipped product orders. Deferred revenue is reduced when the related sale is recognized in accordance with the Company’s revenue recognition policy.

Fair Value of Financial Instruments

The FASB accounting standards codification (“ASC”), FASB ASC 825 Financial Instruments, requires that the Company discloses estimated fair values of financial instruments.

As defined in ASC 820 Fair Value Measurement, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes the market data of similar entities in its industry or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The Company classifies fair value balances based on the observability of those inputs. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement).

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The three levels of the fair value hierarchy are as follows:

Level 1 –	Quoted prices that are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2 –	Pricing inputs, other than quoted prices in active markets included in level 1, which are either directly or indirectly observable as of the reporting date and includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors, and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace.

Level 3 –	Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value.

Revenue Recognition

The Company’s revenue is recognized based on the amount of consideration the Company expects to receive in exchange for satisfying the performance obligations in accordance with FASB ASC 606 Revenue from Contracts with Customers.

The core principle underlying the revenue recognition is that the Company will recognize revenue to represent the transfer of goods and services to customers in an amount that reflects the consideration to which the Company expects to be entitled in such exchange. This will require the Company to identify contractual performance obligations and determine whether revenue should be recognized at a point in time or over time, based on when control of goods and services transfers to a customer. The Company’s revenue streams are recognized at a point in time, based on when control of goods and services transfers to a customer and there are no remaining performance obligations under the contract.

ASC 606 requires the use of a new five-step model to recognize revenue from customer contracts. The five-step model requires that the Company (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, including variable consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocate the transaction price to the respective performance obligations in the contract, and (v) recognize revenue when (or as) the Company satisfies each performance obligation.

The Company accounts for a contract with a customer when the contract is committed in writing, the rights of the parties, including payment terms, are identified, the contract has commercial substance and consideration is probable of collection.

The Company derives its revenues from sales contracts with its customers with revenues being recognized upon delivery of products. Persuasive evidence of an arrangement is demonstrated via sales contracts and invoices; and the sales price to the customer is fixed upon acceptance of the sales contract. Sales rebates or discounts are recognized as a reduction of revenue when the sale is made. The Company recognizes revenue when control of the goods is transferred upon shipment to the customer by the Company and collectability of payment is reasonably assured. These revenues are recognized at a point in time after all performance obligations are satisfied.

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The Company also recognizes revenue on shipping and handling fees charged to the Company’s customers. Shipping and handling fee revenue is recognized when products have been delivered at a point in time. Shipping and handling fee revenues totaled $01,050 and $~~661~~9,645 for the three months ended ~~March~~June 3130, 2022 and 2021, respectively, and totaled $1,050 and $10,306 for the six months ended June 30, 2022 and 2021, respectively.

Product returns are allowed for unopened products purchased under regular sales terms within 60 days. Allowances for product returns are provided at the time the sale is recorded using historic return rates for each country and the relevant return pattern. Historically the Company has a return rate of nearly zero. Accordingly, the allowance as of ~~March~~June 3130, 2022 and December 31, 2021 is estimated at $0.

In addition to the Company’s 60-day return policy, the Company, at its discretion, may accept a customer’s application for a buy-back of products previously sold within one year at 90% of the original product’s cost less commissions and shipping costs. To date, the Company has not received any buy-back applications. As a result, no allowance for buy-backs had been recorded as of ~~March~~June 3130, 2022 and December 31, 2021.

The Company’s OEM and packaging sales are generated from the United States.

Shipping and Handling Expenses

Shipping and handling costs incurred by the Company are included in selling expenses and totaled $~~891~~802 and $157,~~492~~878 for the three months ended ~~March~~June 3130, 2022 and 2021, respectively, and totaled $1,693 and $23,370 for the six months ended June 30, 2022 and 2021, respectively.

Income Taxes

The Company utilizes ASC 740 Income Taxes, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Deferred taxes are also recognized for net operating losses that can be carried forward. A valuation allowance is established, when necessary, to reduce net deferred tax assets to the amount expected to be realized.

Reverse Stock Split

On June 11, 2021, the Company’s Board of Directors approved a 1-for-3 reverse stock split of the Company’s common stock and filed on July 27, 2021, a Certificate of Change with the State of Nevada effective upon filing (see Note 11). All share and per share amounts used herein and in the accompanying unaudited condensed financial statements have been retroactively restated to reflect this reverse stock split.

Basic and Diluted Earnings (Loss) Per Share

Generally accepted accounting principles regarding earnings per share (“EPS”) require presentation of basic and diluted earnings (loss) per share in conjunction with the disclosure of the methodology used in computing such earnings (loss) per share.

Basic earnings (loss) per share is computed by dividing net income (loss) available to common stockholders by the weighted average of common shares outstanding during the period. Diluted earnings per share takes into account the potential dilution that could occur if securities or other contracts to issue common stock were exercised and converted into common stock. These common stock equivalents are not included when the Company has a loss because they would be anti-dilutive.

~~460~~306,~~000~~ 668 shares of ~~vested~~restricted ~~but unissued~~ common stock granted to three employees which ~~all~~ have abeen ~~vesting~~fully ~~period~~vested ofon ~~three~~July ~~years~~13, 2021 are excluded in the diluted EPS calculation for the three and six months ended ~~March~~June 3130, 2021, due to its anti-dilutive nature. There were no potential dilutive securities outstanding for the three and six months ended ~~March~~June 3130, 2022.

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Concentration of Credit Risk

Financial instruments

Financial instruments that potentially subject the Company to concentrations of credit risk are cash and accounts receivable arising from its normal business activities. The Company maintains balances at financial institutions which, from time to time, may exceed Federal Deposit Insurance Corporation (FDIC) insured limits for the banks located in the United States. The Company had no uninsured balances as of ~~March~~June 3130, 2022.

Major Customers and Suppliers

For the three months ended ~~March~~June 3130, 2022, one customer accounted for ~~100~~approximately 94% of the Company’s sales and for the three months ended ~~March~~June 3130, 2021, one customer accounted for approximately 9493% of the Company’s sales.

AsFor ofthe ~~March~~six 31months ended June 30, 2022, two customers accounted for approximately 98% (64% and ~~December~~34%) 31of the Company’s sales and for the six months ended June 30, 2021, one customer accounted for ~~100~~approximately 93% of the Company’s ~~accounts receivable, respectively~~sales.

~~For~~As ~~the~~of ~~three~~June ~~months ended March 31~~30, 2022, ~~two suppliers accounted for 96% (49%~~ and ~~47%)~~December ~~of the Company’s product purchases and for the three months ended March~~ 31, 2021, ~~two~~one ~~suppliers~~customer accounted for 87100% ~~(74% and 13%)~~ of the Company’s ~~product~~accounts ~~purchases~~receivable, respectively.

For the three months ended June 30, 2022, one supplier accounted for approximately 98% of the Company’s product purchases and for the three months ended June 30, 2021, two suppliers accounted for approximately 69% (43% and 26%) of the Company’s product purchases.

For the six months ended June 30, 2022, two suppliers accounted for approximately 95% (73% and 22%) of the Company’s product purchases and for the six months ended June 30, 2021, four suppliers accounted for approximately 89% (37%, 30%, 12% and 10%) of the Company’s product purchases.

Related Parties

A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party.

New Accounting Pronouncements

In May 2019, the FASB issued ASU 2019-05, which is an update to ASU Update No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which introduced the expected credit losses methodology for the measurement of credit losses on financial assets measured at amortized cost basis, replacing the previous incurred loss methodology. The amendments in Update 2016-13 added Topic 326, Financial Instruments—Credit Losses, and made several consequential amendments to the Codification. Update 2016-13 also modified the accounting for available-for-sale debt securities, which must be individually assessed for credit losses when fair value is less than the amortized cost basis, in accordance with Subtopic 326-30, Financial Instruments— Credit Losses—Available-for-Sale Debt Securities. The amendments in this update address those stakeholders’ concerns by providing an option to irrevocably elect the fair value option for certain financial assets previously measured at amortized cost basis. For those entities, the targeted transition relief will increase comparability of financial statement information by providing an option to align measurement methodologies for similar financial assets. Furthermore, the targeted transition relief also may reduce the costs for some entities to comply with the amendments in Update 2016-13 while still providing financial statement users with decision-useful information. In November 2019, the FASB issued ASU No. 2019-10, to update the effective date of ASU No. 2016-13 for private companies, not-for-profit organizations and certain smaller reporting companies applying this standard. The new effective date for these preparers is for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company has not early adopted this update and it will become effective on January 1, 2023. The Company is currently evaluating the impact of this new standard on the Company’s unaudited condensed financial statements and related disclosures.

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In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes”. The amendments in this Update simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. ASU 2019-12 was effective for the Company for annual and interim reporting periods beginning January 1, 2021. The adoption of this ASU on January 1, 2021 did not have any significant impact on Company’s unaudited condensed financial statements and related disclosures.

The Company does not believe other recently issued but not yet effective accounting standards and updates, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.

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Note 4 – Inventories

Inventories consist of raw materials for production, work in progress, and finished goods available for resale, and can be categorized as:

	March 31, 2022		December 31, 2021
	June 30, 2022		December 31, 2021
	(Unaudited)
Raw materials	$	~~13,192~~-	$	12,136
Work-in-progress		-		4,873
Finished goods		~~5,115~~-		5,165
Total	$	~~18,307~~-	$	22,174

Note 5 – Property and Equipment

Property and equipment consist of the following:

	March 31, 2022			December 31, 2021
	June 30, 2022			December 31, 2021
	(Unaudited)
Computer equipment and software	$	114,953		$	114,953
Furniture and fixtures		26,686			26,686
Automobiles		123,902			123,902
Leasehold improvements		40,053			40,053
Total		305,594			305,594
Less: accumulated depreciation and amortization		(~~224~~229,~~713~~876	)		(219,551	)
Property and equipment, net	$	8075,~~881~~718		$	86,043

Depreciation expense totaled $5,~~162~~163 and $1512,~~663~~162 for the three months ended ~~March~~June 3130, 2022 and 2021, respectively.

InDepreciation ~~May~~expense ~~2021,~~totaled the Company determined that it would be more beneficial to outsource to the third-party manufacturers the production of its branded and OEM products rather than manufacturing through its Nevada factory. As a result, the Company disposed of its machinery for $710,~~700~~325 and ~~which resulted in~~ $~~268~~27,~~800 of loss on disposal of equipment~~ 825 for the ~~year~~six months ended ~~December~~June 3130, 2022 and 2021., respectively.

In May 2021, the Company determined that it would be more beneficial to outsource to the third-party manufacturers the production of its branded and OEM products rather than manufacturing through its Nevada factory. As a result, the Company disposed of its machinery for $7,700 which resulted in $268,800 of loss on disposal of equipment for the three and six months ended June 30, 2021.

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Note 6 – Debt

Loan payable – Economic Injury Disaster Loan (“EIDL”)

On July 17, 2020 and April 22, 2022, the Company received aloans ~~loan~~ in the amount of $150,000 and $350,000 from the Small Business Administration (“SBA”) EIDL program administered by the SBA pursuant to the CARES Act. In accordance with the requirements of the CARES Act, the Company ~~will~~used ~~use~~the proceeds from the SBA ~~loan~~loans primarily for working capital to alleviate economic injury caused by the COVID Pandemic occurring in the month of January 2020 and continuing thereafter. The two SBA ~~loan~~loans isare scheduled to mature on July 17, 2050 with a 3.75% interest rate and is subject to the terms and conditions applicable to loans administered by the SBA under the CARES Act. The monthly payable for the two loans, including principal and interest of $~~731~~2,539 is payable over 30 years, commencing on July 17, ~~2023~~2022.

The obligation is payable as follows:

Twelve months ended March 31,	Amount
Twelve months ended June 30,	Amount
	(Unaudited)
2023	$	1030,~~965~~468
2024		830,~~772~~468
2025		830,~~772~~468
2026		830,~~772~~468
2027		830,~~772~~468
Thereafter		~~229~~658,~~474~~959
Total SBA loan payment		~~275~~811,~~527~~299
Less: interest		(~~116~~298,~~152~~330	)
Present value of SBA loan		~~159~~512,~~375~~969
Less; current portion of SBA loan		(230,~~193~~468	)
Non-current portion of SBA loan	$	~~157~~482,~~182~~501

Interest expense for the three months ended ~~March~~June 3130, 2022 and 2021 amounted to $13,~~406~~594 and $1,406, respectively.

Interest expense for the six months ended June 30, 2022 and 2021 amounted to $5,000 and $2,812, respectively

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Long term debt

In March 2020, the Company purchased and financed a vehicle with a six year loan for a total of approximately $124,000. The Company traded in a fully depreciated vehicle and received a credit of $16,000. The monthly payments are $1,715 from March 2020 to February 2026, with interest at 4.56% per annum.

The obligation is payable as follows:

Twelve months ended March 31,	Amount
Twelve months ended June 30,	Amount
	(Unaudited)
2023	$	17,~~594~~795
2024		18,~~411~~621
2025		19,~~266~~487
2026		1813,~~447~~491
2027		-
Total long-term debt payment		7369,~~718~~394
Current portion of long-term debt		(17,~~594~~795	)
Long term debt	$	5651,~~124~~599

Interest expense for the three months ended ~~March~~June 3130, 2022 and 2021 for the above loan amounted to $~~871~~822 and $1,~~061~~153, respectively. Interest expense for the six months ended June 30, 2022 and 2021 for the above loan amounted to $1,693 and $2,075, respectively.

Due to third party, non-interest bearing

The Company has borrowed money from a third party to fund operations. This third party is a friend of the Company’s Chief Executive and Financial Officer. This advance does not bear interest, is unsecured, and is due on demand. As of June 30, 2022, the Company owed $16,667 to this third party.

Due to third party, interest bearing

The Company has borrowed money from a third party to fund operations. This third party is a friend of the Company’s Chief Executive and Financial Officer. This advance has an annual interest rate of 20%, is unsecured, and is due on December 31, 2022. As of June 30, 2022, the Company owed $40,000 in principal and $3,871 in accrued interest to this third party.

Note 7 – Related Party Transactions

Due to shareholder, non-interest bearing

From time to time, Mr. Dinghua Wang advances ~~monies~~funds ~~to the Company~~ and the Company repays such advances. Such business transactions are recorded as due to or from Mr. Dinghua Wang at the time of the transaction. During the ~~three~~six months ended ~~March~~June 3130, 2022 and 2021, advances totaled $17151,~~905~~820 and $46,~~519~~912, respectively, and repayments totaled $~~308~~27,366 and $1721,~~840~~490, respectively. As of ~~March~~June 3130, 2022 and December 31, 2021, the balance due to Mr. Dinghua Wang, non-interest bearing, amounted to $~~152~~258,~~097~~954 and $134,500, respectively. This balance is unsecured.

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Note 8 – Income Taxes

The following table reconciles the U.S. statutory rates to the Company’s effective tax rate for the three and six months ended ~~March~~June 3130, 2022 and 2021:

	Three Months EndedMarch 31,2022			Three Months EndedMarch 31,2021
	Three Months EndedJune 30,2022			Three Months EndedJune 30,2021			Six Month Ended June 30, 2022			Six Months Ended June 30, 2021
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Federal statutory rate		21.0	%		21.0	%		21.0	%		21.0	%
State statutory rate		7.0	%		7.0	%		7.0	%		7.0	%
Valuation allowance		(2729.86	)%		(1824.80	)%		(28.9	)%		(28.4	)%
Permanent difference *		(01.26	)%		(94.20	)%		0.9	%		0.4	%
Effective tax rate		0.0	%		0.0	%		0.0	%		0.0	%

_____________

*Represents 50% of meal and entertainment expenses and stock compensation expenses that are not deductible and California Small Business COVID-19 Relief Grant that are not taxable.

The Company uses the asset and liability method, where deferred tax assets and liabilities are determined based on the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities for financial and income tax reporting purposes. Deferred taxes are also recognized for net operating loss carry forwards which can be utilized to offset taxable income in the future. Net operating losses for the years from 2017 through ~~March~~June 3130, 2022 of approximately $6.48 million will not expire but are limited to 80% of income until utilized. Net operating losses for the year ended 2016 and prior years of approximately $4.0 million will expire in the years from 2031 to 2036. As deferred tax assets may not be fully realizable due to potential recurring losses, management has provided a 100% valuation allowance for the deferred tax assets.

The components of the deferred tax assets are as follows:

	March 31, 2022			December 31, 2021
	June 30, 2022			December 31, 2021
	(Unaudited)
Net operating losses	$	2,928,836		$	2,892,295
Bad debt allowances	$	7,036		$	-
Deferred tax assets		2,928,836			2,892,295
Impairment of right-of-use assets		18,324			-
Valuation allowance		(2,928,836	)		(2,892,295	)
Net operating losses		3,038,686			2,892,295
Total deferred tax assets		3,064,046			2,892,295
Valuation allowance		(3,064,046	)		(2,892,295	)
Deferred tax assets, net	$	-		$	-

Changes in the valuation allowance for deferred tax assets increased by $36171,~~541~~751 and $55223,~~864~~224 for the ~~three~~six months ended ~~March~~June 3130, 2022 and 2021, respectively. During the three and six months ended ~~March~~June 3130, 2022, the Company did not utilize any deferred tax assets from prior periods.

As of ~~March~~June 3130, 2022, federal tax returns filed for 2019, 2020 and 2021 remain subject to examination by the taxing authorities. As of ~~March~~June 3130, 2022, California tax returns filed for 2018, 2019, 2020 and 2021 remain subject to examination by the taxing authorities

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Note 9 – Leases

Operating leases

Effective January 1, 2019, the Company adopted ASU 2016-02, “Leases” (Topic 842), and elected the practical expedients that do not require us to reassess: (1) whether any expired or existing contracts are, or contain, leases, (2) lease classification for any expired or existing leases and (3) initial direct costs for any expired or existing leases. The Company adopted the practical expedient that allows lessees to treat the lease and non-lease components of a lease as a single lease component.

In January 2019, the Company entered an office lease agreement with a 5-year lease term starting in March 2019 and ending in February 2024. The Company recognized lease liabilities of approximately $618,000 with a corresponding right-of-use (“ROU”) asset in the same amount based on the present value of the future minimum rental payments of the lease, using an effective interest rate of 4.78%, which was determined using the Company’s estimated incremental borrowing rate. As of ~~March~~June 3130, 2022, the remaining term of the lease is 1.9267 years.

In March 2020, the Company entered another office lease agreement with a 3-year lease term starting in March 2020 and ending in February 2023. The Company recognized lease liabilities of approximately $279,000, with a corresponding right-of-use (“ROU”) asset in the same amount based on the present value of the future minimum rental payments of the new lease, using an effective interest rate of 4.78%, which was determined using the Company’s incremental borrowing rate. As of ~~March~~June 3130, 2022, the remaining term of the lease is 0.9267 years. The Company ceased using this office in June 2022. As a result, the Company fully wrote off this ROU asset and recognized $65,482 impairment loss of right-of-use asset for the six months ended June 30, 2022

The Company leased factory space on a month-to-month basis, which it classified as an operating lease. This lease was terminated in May 2021. Leases with an initial term of 12 months or less are not recorded on the balance sheet.

The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.

For the three months ended ~~March~~June 3130, 2022 and 2021, lease expenses amounted to $59,~~786~~787 and $7063,~~286~~287, respectively, of which, $0 and $103,500 are short-term lease expenses, respectively.

For the six months ended June 30, 2022 and 2021, lease expenses amounted to $119,573 and $133,573, respectively, of which, $0 and $14,000 are short-term lease expenses, respectively.

The maturity of the Company’s lease obligations is presented below:

Twelve months ended March 31,	Amount
Twelve months ended June 30,	Amount
	(Unaudited)
2023	$	~~344~~282,~~107~~033
2024		~~135~~98,~~608~~624
Total lease payments		~~479~~380,~~715~~657
Less: interest		(1511,~~185~~152	)
Present value of lease liabilities		~~464~~369,~~530~~505
Less: current portion of lease liabilities		(~~332~~272,~~108~~626	)
Non-current portion of lease liabilities	$	~~132~~96,~~422~~879

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Note 10 – Commitments and Contingencies

Contingencies

Coronavirus (COVID-19)

At the end of 2019, there was an outbreak of a novel strain of coronavirus (COVID-19) which has spread rapidly to many parts of China and other parts of the world, including the United States. The pandemic has resulted in quarantines, travel restrictions, and the temporary closure of stores and facilities in China, United States, and elsewhere around the world.

~~Substantially~~All ~~all~~ of the Company’s revenues are concentrated in ~~China and~~ the United States. Consequently, the COVID-19 outbreak has and may continue to materially adversely affect the Company’s business operations, financial condition and operating results for 2022, including but not limited to the material negative impact to the Company’s suppliers and delivery of products, total revenues, slower collection of accounts receivable and additional allowances for doubtful accounts. The situation remains highly uncertain for any further outbreak or resurgence of COVID-19 and its new variants. It is therefore difficult for the Company to estimate the impact on our business or operating results that might be adversely affected by any further outbreak or resurgence of COVID-19 and its new variants.

In addition, due to the COVID-19 going around the world and some of the raw materials to produce our products are sourced from outside of the United States, the suppliers have been and might continue to be negatively impacted due to supply chain disruption, increases of shipping costs and shortages of raw materials around the world. Consequently, COVID-19 has and may continue to materially adversely affect the Company’s business operations, financial condition and operating results for 2022, including but not limited to the raw material shortage, delay of shipment, and increased prices for the Company’s products manufactured by ~~our suppliers. Due to~~ the ~~recent~~third-party outbreak of the Omicron variant in China, many cities in China have imposed new restrictions and quarantine requirements with office closures, including in Shanghai and Beijing, which will negatively affect our sales of products in Chinamanufacturers.

Because of the uncertainty surrounding COVID-19, the financial impact for the remainder of 2022 cannot be reasonably estimated at this time. The Company’s operations for the three and six months ended ~~March~~June 3130, 2022 were lower as compared to the same period of 2021. There can be no assurance that we will be able to maintain or increase our revenues for the remainder of 2022.

Note 11 – Equity

Reverse stock split

On June 11, 2021, the Company’s Board of Directors approved a 1-for-3 reverse stock split of the Company’s common stock. On July 27, 2021, the Company filed a Certificate of Change with the State of Nevada (the “Certificate”) to effect athe 1-for-3 reverse stock split of the Company’s authorized shares of common stock, par value $0.001 (the “Common Stock”), accompanied by a corresponding decrease in the Company’s issued and outstanding shares of Common Stock (the “Reverse Stock Split”), effective upon filing. Following the Reverse Stock Split, the number of authorized shares of Common Stock was reduced from 1,000,000,000 to 333,333,333.

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Issuance of restricted common stock

On July 13, 2018, the Board of Directors of the Company approved the grant of 766,668 restricted stock units (the “RSUs”) to three employees of the Company, pursuant to the Merion, Inc. 2018 Omnibus Equity Plan. The RSUs vested 30% each on July 13, 2019 and 2020 and the remaining 40% of the RSUs vested on July 13, 2021, in each case provided that the employee remains employed, in good standing, by the Company. These shares were valued at $851,000, determined using the closing price of the Company’s common stock on July 13, 2018 of $1.11 per share, and were being amortized ratably over the term of the vesting period of three years on a straight line basis. The Company accounts for the restricted common stock as equity-settled awards in accordance with ASC 718. For the three months ended ~~March~~June 3130, 2022 and 2021, amortization of deferred stock compensation of these shares amounted to $0 and $8384,~~934~~867, respectively. For the six months ended June 30, 2022 and 2021, amortization of deferred stock compensation of these shares amounted to $0 and $168,801, respectively.

Although the RSUs were fully vested in July 2021, the Company has not instructed the transfer agent to issue the shares of common stock. However, the 766,668 shares of common stock to be issued are being shown as outstanding as of July 13, 2021 through ~~March~~June 3130, 2022 for financial statement purposes.

The following table summarizes unvested restricted common stock activity for the ~~three~~six months ended ~~March~~June 3130, 2022 and for the year ended December 31, 2021:

	Number of shares		Weighted average grant-date fair value per share
Outstanding as of December 31, 2020		306,668	$	1.11
Granted		-		-
Vested		306,668		-
Forfeited		-		-
Outstanding as of December 31, 2021		-		-
Granted		-		-
Vested		-		-
Forfeited		-		-
Outstanding as of March 31, 2022		-	$	-
Outstanding as of June 30, 2022		-	$	-

Note 12 – Subsequent Events

The Company evaluated all events and transactions that occurred after ~~March~~June 3130, 2022 up through the date the Company issued these unaudited condensed financial statements on ~~May~~September 23, 2022. Based on the review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes, and other financial information included in this Form 10-Q and our financial statements and notes thereto included in our annual report on Form 10-K for the fiscal year ended December 31, 2021 (the “2021 Form 10-K”).

Our Management’s Discussion and Analysis contains not only statements that are historical facts, but also statements that are forward-looking. Words such as “anticipates,” “expects,” “intends,” “plans,” “predicts,” “potential,” “believes,” “seeks,” “hopes,” “estimates,” “should,” “may,” “will,” “with a view to” and variations of these words or similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and assumptions that are difficult to predict. Forward-looking statements are, by their very nature, uncertain and risky. These risks and uncertainties include international, national, and local general economic and market conditions; our ability to sustain, manage, or forecast growth; our ability to successfully make and integrate acquisitions; new product development and introduction; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; the loss of significant customers or suppliers; fluctuations and difficulty in forecasting operating results; change in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; the ability to protect technology; the risk of foreign currency exchange rates; and other risks that might be detailed from time to time in our filings with the Securities and Exchange Commission. For more information, see our discussion of risk factors located at Part I, Item 1A of our 2021 Form 10-K.

Although the forward-looking statements in this Report reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by them. Consequently, and because forward-looking statements are inherently subject to risks and uncertainties, the actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements. You are urged to carefully review and consider the various disclosures made by us in this report as we attempt to advise interested parties of the risks and factors that may affect our business, financial condition, and results of operations and prospects.

Overview

Merion, Inc. is a provider of health and nutritional supplements and personal care products. Currently, we are mainly selling our products over the internet directly to end-user customers through our website, at www.merionus.com, and to wholesale distributors through phone and electronic communication. Our major customers of our ~~nutritional and beauty products are located in the Asian market, predominantly in the People’s Republic of China. Our major customers of our~~ Original Equipment Manufacturer (“OEM”) and packaging products are located in the United States (“U.S.”).

Since June 2014, we have been selling our products primarily over the internet directly to end-user customers and by phone/email orders directly to our wholesale distributors. Certain miscellaneous sales are made directly to customers who call the Company directly for products. We are now focusing on selling health and nutritional supplements and personal care products directly on the internet through our website at www.merionus.com and provide OEM and packaging products through third party manufacturing. As of the date of filing of this report, we market eight individual nutritional supplement products and one beauty product. We did not develop any new products in 2021 and in the ~~first~~six ~~quarter~~months ofended June 30, 2022. We are no longer selling similar products of third parties on our website.

In January 2018, we entered into an Asset Purchase Agreement (the “Purchase Agreement”) with SUSS Technology Corporation, a Nevada corporation (the “Seller”), pursuant to which the Seller agreed to sell to the Company substantially all of the assets associated with the Seller’s manufacture of dietary supplements (the “Nevada Factory”) for an aggregate purchase price (the “Purchase Price”) of $1,000,000 and 333,334 shares of the Company’s common stock (the “Purchase Shares”) valued at $320,000. The Seller was one of our major suppliers during the year ended December 31, 2017. These assets met all industry nutritional and dietary supplement manufacturing standards, including U.S. Food and Drug Administration and Good Manufacturing Practice compliance and Current Good Manufacturing Practice regulations. Upon purchasing these assets from the Seller, we started to manufacture some of the nutritional supplements that we sold until May 2021. In May 2021, we determined that it would be more beneficial to outsource to third-party manufacturers the production of our branded and OEM products rather than manufacturing through our Nevada Factory. As a result, we disposed of our factory machinery and terminated our Nevada Factory lease in May 2021. As we have significant continuing involvement in the sale of our branded and OEM products through our third-party manufacturers, this restructuring did not constitute a strategic shift that will have a major effect on our operations and financial results. Therefore, the results of operations for our Nevada Factory were not reported as discontinued operations under the guidance of FASB ASC 205.

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Due to the ongoing COVID-19 pandemic which has limited global travel, transportation, and import and export of goods, the Company has focused more on its OEM and packaging business to provide private label supplement products or customized formula supplement products to wholesale and retail customers. We manufactured these products through our Nevada Factory prior to May 2021 and subsequently we purchase the raw material for the products and outsource to third-party manufacturers and packaging companies to produce and pack these products for our customers after we closed our Nevada Factory in May 2021.

For the wholesale and retail customers who are looking for private label products, we provide our own formulas, purchase raw ~~material~~materials and contract third party manufacturers to produce products. For the customers who have their own formulas, we purchase raw materials and outsource to the third-party manufacturers and packing companies for their products.

We continue to sell our nutritional supplement and beauty products on our website. Our nutritional supplement products are made according to a micro molecular nutrition formula. To achieve the maximum effect of products, micro molecular health foods were designed to be absorbed by cells directly with minimum chemical conversion, which we believe promotes faster absorption. We believe our company is one of only a few companies in the market which are using a micro molecular nutrition formula.

In January 2018, we introduced a beauty product, Noir Naturel, a gentle formula for grey coverage from the first application into hair care.

In September 2018, we introduced three different types of natural aphrodisiac supplements, Viwooba (1-3) for men that may support kidney health, improve immunity, enhance physical fitness, eliminate fatigue, improve sexual desire and enhance body energy, strength and sexual ability.

In March 2019, we introduced 1) Lady-S, a female dietary supplement that may assist with weight loss, 2) Gold King, a nutritional supplement that may provide antioxidant support and liver health, 3) New Power, a nutritional supplement that may support heart health, and 4) Taibao, a nutritional supplement that may enhance physical performance and energy metabolism.

In December 2019, we introduced ReMage Power, a nutritional supplement that may provide anti-aging Nicotinamide adenine dinucleotide (NAD)+ support and promote energy & cell metabolism.

For the six months ended June 30, 2022 and 2021, we did not sell any of the aforementioned nutritional supplement and beauty products. All of our sales were derived from the OEM and packaging products.

Principal Factors Affecting Our Financial Performance

We believe consumers have become more confident in ordering products like ours over the internet. However, the nutritional supplement and beauty products e-commerce markets have been, and continue to be, increasingly competitive and are rapidly evolving due to the reasons discussed below.

Barriers to entry are minimal in the nutritional supplement and beauty businesses, and current and new competitors can launch new websites at a relatively low cost. Many competitors in this area have greater financial, technical and marketing resources than we do. Continued advancement in e-commerce, and increased access to online shopping, is paving the way for growth in direct marketing. We also face competition for consumers from retailers, duty-free retailers, specialty stores, department stores and specialty and general merchandise catalogs, many of which have greater financial and marketing resources than we have. ~~Notwithstanding the foregoing, we believe that we are well-positioned within the Asian consumer market with our current plan of supplying American merchandise to consumers in Asia.~~ There can be no assurance that we will maintain or increase our competitive position or that we will continue to provide only American-made merchandise.

As COVID-19 has limited the global travels, transportation, and import and export of goods, we moved our focus on local OEM and packaging business through the production from third party manufacturers and it has become our major revenue source since 2021. The loss of one or more of our U.S. OEM and packaging customers would result in loss of sales and have a significant negative effect on our operations if we cannot find one or more substitutes.

Our products are sensitive to business and personal discretionary spending levels, and demand tends to decline or grow more slowly during economic downturns, including downturns in any of our major markets. The global economy is currently undergoing a period of downturn due to COVID-19, war in Ukraine and inflation, and the future economic environment continues to remain uncertain. This has led, and could further lead, to reduced consumer spending, which may include spending on nutritional and beauty products and other discretionary items. The increase of trade tensions between US and China and the spread of COVID-19 have and might continue to have negative impacts on our business. The reduced consumer spending may force us and our competitors to lower prices. These conditions may adversely affect our revenues and results of operations.

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Coronavirus (COVID-19)

At the end of 2019, there was an outbreak of a novel strain of coronavirus (COVID-19) which has spread rapidly to many parts of China and other parts of the world, including the U.S. In March 2020, the World Health Organization declared COVID-19 a pandemic. The pandemic has resulted in quarantines, travel restrictions, and the temporary closure of office buildings and facilities in China and in the U.S. The economic impact of the coronavirus or COVID-19 in both China and the U.S have significantly impacted our business and results of operations.

Our headquarters are located in California and were closed from March 19, 2020 to June 9, 2020. Due to the surge of COVID-19 cases in California, our offices were closed again from July 16, 2020 to September 16, 2020 and our employees worked remotely from home during these periods. Our offices have been reopened since September 16, 2020. ~~Substantially~~All ~~all~~ of our ~~product sales revenues are generated in China and all of our~~ OEM and packaging revenues are generated in the U.S. Consequently, our results of operations have been and will continue be materially adversely affected, to the extent that the pandemic harms the Chinese and U.S. economy. Due to the recent outbreak of Omicron variant in China, many cities in China have imposed new restrictions and quarantine requirements with office closures, including in Shanghai and Beijing, which will negatively affect our sales of products in China. Any potential impact to our results will depend on, to a large extent, future developments and new information that may emerge regarding the duration and severity of COVID-19 and new variants, efficacy and distribution of COVID-19 vaccines and the actions taken by government authorities and other entities in China and the U.S. to contain COVID-19 or treat its impact, almost all of which are beyond our control.

Although we expect that our health supplement products and our OEM/packaging services will still be in demand due to awareness of the importance of health growing along with the realities of COVID-19, the global economy has been and may continue to be negatively affected by COVID-19 and there is continued uncertainty about the duration and intensity of the impact of COVID-19. Many of our customers are individuals and small and medium-sized enterprises (SMEs), which may not have strong cash flows or be well capitalized, and may be vulnerable to a pandemic outbreak and slowing macroeconomic conditions. If the SMEs cannot weather the COVID-19 pandemic and the resulting economic impact, or cannot resume business as usual after a prolonged outbreak, our revenues and business operations may be materially and adversely impacted.

While the potential economic impact brought by, and the duration of, COVID-19 may be difficult to assess or predict, a widespread pandemic could result in significant disruption of global financial markets, reducing the Company’s ability to access capital, which could negatively affect the Company’s liquidity.

For the three and six months ended ~~March~~June 3130, 2022 and 2021, all of our revenues are concentrated in the United States. Consequently, the COVID-19 outbreak has and may continue to materially adversely affect our business operations, financial condition and operating results, including but not limited to the material negative impact to the sourcing and delivery of our products, revenues and collection of accounts receivable and the additional allowance for doubtful accounts. The situation remains highly uncertain for any further outbreak or resurgence of the COVID-19, new variants and the efficacy and distribution of COVID-19 vaccines. It is therefore difficult for the Company to estimate the impact on our business or operating results that might be adversely affected by any further outbreak or resurgence of COVID-19 for the ~~remaining~~remainder ~~year~~ of 2022.

In addition, due to COVID-19 spreading around the world and some of the raw materials to produce our products sourced from outside of the United States, the suppliers have been and might continue to be negatively impacted due to supply chain disruption, increased shipping costs and shortage of raw materials. Consequently, the COVID-19 outbreak has and may continue to materially adversely affect the Company’s business operations, financial condition and operating results for the remainder of 2022, including but not limited to the shortage of raw materials, delay of shipment, and increased prices for the Company’s products manufactured by ~~our~~the ~~suppliers~~third-party manufacturers.

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The Company’s total revenues for the three and six months ended ~~March~~June 3130, 2022 were lower as compared to the same period of 2021. Because of the uncertainty surrounding COVID-19, the financial impact for the remainder of 2022 cannot be reasonably estimated at this time.

Looking ahead, we understand that these unprecedented times will have a financial impact on some of our customers, and might potentially cause loss of certain existing customers. Our plan has been to promote the awareness of the importance of health and our health supplement products, which in turn might build sales with new customers to offset the loss of any of our existing customers.

As COVID-19 continues to impact global business, the U.S. government established relief programs for small business such as the Paycheck Protection Program (“PPP”) and the Economic Injury Disaster Loan program (“EIDL”). In 2020, we received a PPP loan of $131,100 and EIDL loan of $150,000 to help fund our operation in 2020. The PPP loan was fully forgiven by the SBA administration in January 2021.

On February 2, 2021, the Company received loan proceeds of $137,792 under the U.S. Small Business Administration (“SBA”) second round of Paycheck Protection Program (“PPP”) to help fund our operations in 2021. The PPP loan was fully forgiven by the SBA administration in October 2021.

On July 17, 2020 and April 22, 2022, the Company received loans in the amount of $150,000 and $350,000 from the Small Business Administration (“SBA”) EIDL program administered by the SBA pursuant to the CARES Act. In accordance with the requirements of the CARES Act, the Company will use proceeds from the SBA loans primarily for working capital to alleviate economic injury caused by the COVID Pandemic occurring in the month of January 2020 and continuing thereafter. The two SBA loans are scheduled to mature on July 17, 2050 with a 3.75% interest rate and is subject to the terms and conditions applicable to loans administered by the SBA under the CARES Act. The monthly payable for these two loans, including principal and interest of $2,539 is payable over 30 years, commencing on July 17, 2022.

Results of Operations

Comparison of the three months ended ~~March~~June 3130, 2022 and 2021

	For the three months ended March 31,
	For the three months ended June 30,
	2022			2021			Change			PercentageChange
Total sales	$	~~145~~81,~~889~~477		$	~~435~~761,~~362~~107		$	(~~289~~679,~~473~~630	)		(6689.53	)%
Total cost of sales		6177,~~959~~537			~~237~~631,~~524~~834			(~~175~~554,~~565~~297	)		(7387.97	)%
Gross profit (loss)		83,930			197,838			(113,908	)		(57.6	)%
Gross profit		3,940			129,273			(125,333	)		(97.0	)%
Operating expenses
Selling		34,~~629~~983			4620,~~103~~094			(4215,~~474~~111	)		(9275.12	)%
General and administrative		~~317~~318,~~141~~392			~~366~~301,~~606~~334			~~(49~~17,~~465~~058	)		~~(13.~~5.7	)%
Stock compensation expense		-			8384,~~934~~867			(8384,~~934~~867	)		(100.0	)%
Total operating expenses		320,770			496,643			(175,873	)		(35.4	)%
Impairment loss of right-of-use asset		65,482			-			65,482			100.0	%
Loss from operations		(236,840	)		(298,805	)		61,965			20.7	%
Loss on disposal of equipment		-			268,800			(268,800	)		(100.0	)%
Other income (expense), net		1,399			1,165			234			20.1	%
Total operating expenses		388,857			675,095			(286,238	)		(42.4	)%
Loss from operations		(384,917	)		(545,822	)		(160,905	)		(29.5	)%
Other (expense) income, net		(9,886	)		25,386			(35,272	)		(138.9	)%
Provision for income taxes		-			-			-			-
Net loss	$	(~~235~~394,~~441~~803	)	$	(~~297~~520,~~640~~436	)	$	62(125,~~199~~633	)		(2024.91	)%

Total sales decreased by approximately $~~289~~680,000 or 6689.53%, from approximately $~~435~~761,000 in the three months ended ~~March~~June 3130, 2021 to approximately $~~146~~81,000 in the three months ended ~~March~~June 3130, 2022. The decrease of sales was mainly because we fulfilled more OEM ~~contracts~~orders during the three months ended ~~March~~June 3130, 2021 as compared to the three months ended ~~March~~June 3130, 2022. InWe ~~addition, we~~ had experienced a delay of OEM shipments due to supply shortages during the three months ended ~~March~~June 3130, 2022 for which we have accumulated increased backlog orders with deferred revenue of approximately $0.97 million as of ~~March~~June 3130, 2022. ~~Our direct sales for the three months ended March 31, 2022 and 2021 were $240 and $961, respectively.~~

The cost of sales decreased by approximately $~~176~~554,000, or 7387.97%, from approximately $~~238~~632,000 in the three months ended ~~March~~June 3130, 2021 to approximately $6278,000 in the three months ended ~~March~~June 3130, 2022. The decrease of cost of sales was in line with the decrease of revenue as we fulfilled lesser OEM orders during the three months ended ~~March~~June 3130, 2022.

Our overall gross margin percentage increased from a gross margin of approximately 4517.40% in the three months ended ~~March~~June 3130, 2021 to a gross margin of approximately 574.68% in the three months ended ~~March~~June 3130, 2022,. The ~~mainly~~decrease ~~due~~of togross usmargin nopercentage ~~longer~~was ~~incurring~~mainly ~~any~~attributable ~~idle~~to ~~capacity~~that ~~cost~~we ~~during~~provided inventory write-down in the three months ended ~~March~~June 3130, 2022. Excluding asthe ~~compared~~inventory-write todown, ~~the~~our ~~same~~gross ~~period~~margin inpercentage ~~2021~~increased ~~after~~from wea ~~disposed~~gross margin of ~~our~~approximately ~~machinery~~17.0% ~~and~~in ~~terminated~~the ~~our~~three ~~Nevada~~months ~~factory~~ended ~~lease~~June in30, ~~May~~ 2021 asto ~~discussed~~a ~~above~~gross margin of approximately 27.1% ~~The~~in ~~increase~~the ofthree ~~gross~~months ~~margin~~ended June 30, 2022, which was ~~also~~mainly attributable to that we provided more sales volume discounts on the unit price to our customers during the three months ended ~~March~~June 3130, 2021 ~~OEM sales contract~~ as compared to the same period in ~~March 31,~~ 2022.

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Selling expenses decreased from approximately $4620,000 in the three months ended ~~March~~June 3130, 2021 to approximately $35,~~600~~000 in the three months ended ~~March~~June 3130, 2022. The decrease of approximately $4215,000, or 9275.12%, was mainly due to the decrease of payroll expense of approximately $4310,000 as we did not replace our sales representatives after their departure and decrease of shipping and packing expenses of approximately $4,000 as we had less OEM orders that required packing and shipping services.

General and administrative (“G&A”) expenses ~~decreased~~increased by approximately $5017,000 from approximately $~~367~~301,000 in the three months ended ~~March~~June 3130, 2021 to approximately $~~317~~318,000 in the three months ended ~~March~~June 3130, 2022. The ~~decrease~~increase was mainly attributable to the ~~decrease~~increase of approximately $3230,000 of professional fees and approximately $1825,000 of ~~employee~~bad debt expense, which was offset with a decrease of approximately $21,000 of computer expense as we did not outsource any professionals to upgrade our website in the three months ended June 30, 2022 and a decrease of approximately $18,000 of payroll and benefits expense as we did not replace certain employees after their departure.

Stock compensation expenses were ~~zero~~$0 for the three months ended ~~March~~June 3130, 2022, a decrease of approximately $8485,000 as compared to the same period in 2021. The expense related to the amortization of the value of 766,668 shares of restricted common stock to three employees for the three months ended ~~March~~June 3130, 2021, which were all fully vested in July 2021.

~~Other~~Impairment ~~income~~loss ~~increased~~of bylong-lived ~~$234~~assets ~~from~~was ~~approximately~~ $165,~~200~~482 infor the three months ended ~~March~~June 3130, ~~2021~~2022 toas ~~approximately~~compared to $~~1,400~~0 in the ~~three~~same ~~months~~period ~~ended~~in ~~March~~2021. ~~31,~~The ~~2022,~~impairment ~~mainly~~loss ~~due~~of long-lived assets related to our New York training center as we do not expect to re-open the ~~increase~~training ofcenter ~~other~~after ~~income~~its ofclosure ~~approximately~~in ~~$600~~the ~~and~~second ~~decrease~~quarter of ~~interest~~2022 ~~expense~~even ofthough ~~approximately~~our ~~$300~~lease term is not up until March of 2023.

~~Net~~Loss ~~loss~~on ~~decreased~~disposal byof ~~approximately~~equipment ~~$62,000~~was ~~from approximately~~ $~~298,000~~0 infor the three months ended ~~March~~June 3130, ~~2021~~2022, toa decrease of approximately $~~235~~269,000 as compared to the same period in 2021. The loss on disposal of equipment related to the ~~three~~termination ~~months~~our ~~ended~~Nevada ~~March~~factory ~~31,~~lease ~~2022~~and disposal of all machinery in Nevada factory in May 2021 which resulted in $268,800 ~~mainly~~of ~~due~~loss tofor the ~~reasons~~three ~~discussed~~months ~~above~~ended June 30, 2021.

~~Liquidity~~Other income (expense) decreased by $35,000 from approximately $25,000 other income in the three months ended June 30, 2021 to approximately $10,000 other expense in the three months ended June 30, 2022, mainly due to the decrease of other income of approximately $28,000 as we received a $25,000 California Small Business COVID-19 Relief Grant that we received in May 2021 and ~~Capital~~we ~~Resources~~didn’t have such Grant in the three months ended June 30, 2022, and an increase of interest expense of approximately $7,000 as we obtained an additional $350,000 interest bearing Economic Injury Disaster Loan in April 2022.

AsNet ofloss ~~March~~decreased 31by approximately $126,000 ~~2022~~from approximately $520,000 wein ~~had~~the athree ~~cash~~months ~~balance~~ended ofJune 30, 2021 to approximately $6394,000, ~~compared~~in tothe athree ~~cash~~months ~~balance~~ended ofJune ~~approximately~~30, ~~$900~~2022, atmainly ~~December~~due ~~31,~~to ~~2021.~~the reasons discussed above.

InComparison assessing our liquidity, we monitor and analyze our cash on-hand and our operating and capital expenditure commitments. Our liquidity needs are to meet our working capital requirements, operating expenses and capital expenditure obligations. Other than operating expenses and current liabilities of ~~approximately $1.6 million,~~ the ~~Company~~six ~~does~~months ~~not~~ended ~~have~~June ~~significant cash commitments. Cash requirements include cash needed for purchase of inventory~~30, ~~payroll,~~2022 ~~payroll taxes, rent,~~ and other operating expenses. However, in response to the liquidity factors described above, the Company has continued to find ways to reduce its operating expenses. In addition, should our Company need funds, our principal shareholder and Chief Executive and Financial Officer Mr. Dinghua Wang may lend additional money to the Company from time to time to the extent he is in a position and willing to do so. No assurance can be provided that he will continue to lend funds to the Company in the future. 2021

	For the six months ended June 30,
	2022			2021			Change			Percentage Change
Total sales	$	227,366		$	1,196,469		$	(969,103	)		(81.0	)%
Total cost of sales		139,496			869,358			(729,862	)		(84.0	)%
Gross profit		87,870			327,111			(239,241	)		(73.1	)%
Operating expenses
Selling		8,612			66,197			(57,585	)		(87.0	)%
General and administrative		635,533			667,940			(32,407	)		(4.9	)%
Stock compensation expense		-			168,801			(168,801	)		(100.0	)%
Impairment loss of right-of-use asset		65,482			-			65,482			100.0	%
Loss on disposal of equipment		-			268,800			(268,800	)		(100.0	)%
Total operating expenses		709,627			1,171,738			(462,111	)		(39.4	)%
Loss from operations		(621,757	)		(844,627	)		(222,870	)		(26.4	)%
Other expense, net		(8,487	)		26,551			(35,038	)		(132.0	)%
Provision for income taxes		-			-			-			-
Net loss	$	(630,244	)	$	(818,076	)	$	(187,832	)		(23.0	)%

Total sales decreased by approximately $969,000 or 81.0%, from approximately $1.2 million in the six months ended June 30, 2021 to approximately $227,000 in the six months ended June 30, 2022. The decrease of sales was mainly because we fulfilled more OEM orders during the six months ended June 30, 2021 as compared to the six months ended June 30, 2022. In addition, we had experienced a delay of OEM shipments due to supply shortages during the six months ended June 30, 2022 for which we have accumulated increased backlog orders with deferred revenue of approximately $0.7 million as of June 30, 2022.

The cost of sales decreased by approximately $730,000, or 84.0%, from approximately $869,000 in the six months ended June 30, 2021 to approximately $139,000 in the six months ended June 30, 2022. The decrease of cost of sales was in line with the decrease of revenue as we fulfilled lesser OEM orders during the six months ended June 30, 2022.

Our overall gross margin percentage increased from a gross margin of approximately 27.3% in the six months ended June 30, 2021 to a gross margin of approximately 38.6% in the six months ended June 30, 2022, mainly attributable to that we provided more sales volume discounts on the unit price to our customers during the six months ended June 30, 2021 as compared to the same period in June 30, 2022.

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Selling expenses decreased from approximately $66,000 in the six months ended June 30, 2021 to approximately $9,000 in the six months ended June 30, 2022. The decrease of approximately $58,000, or 87.0%, was mainly due to the decrease of approximately $48,000 of shipping and packing expenses as we had less OEM orders that required packing and shipping services and approximately $10,000 of payroll expense as we did not replace our sales representatives after their departure.

General and administrative (“G&A”) expenses decreased by approximately $32,000 from approximately $668,000 in the six months ended June 30, 2021 to approximately $636,000 in the six months ended June 30, 2022. The decrease was mainly attributable to the decrease of approximately $22,000 of computer expense as we did not outsource any professionals to upgrade our website in the six months ended June 30, 2022 and the decrease of approximately $26,000 of payroll and benefits expense as we did not replace certain employees after their departure offset by the increase of approximately $25,000 of bad debt expense.

Stock compensation expenses were $0 for the six months ended June 30, 2022, a decrease of approximately $169,000 as compared to the same period in 2021. The expense related to the amortization of the value of 766,668 shares of restricted common stock to three employees for the six months ended June 30, 2021, which were all fully vested in July 2021.

Impairment loss of long-lived assets was $65,482 for the six months ended June 30, 2022 as compared to $0 in the same period in 2021. The impairment loss of long-lived assets related to our New York training center as we do not expect to re-open the training center after its closure in the second quarter of 2022 even though our lease term is not up until March of 2023.

Loss on disposal of equipment was $0 for the six months ended June 30, 2022, a decrease of approximately $269,000 as compared to the same period in 2021. The loss on disposal of equipment related to the termination our Nevada factory lease and disposal of all machinery in Nevada factory in May 2021 which resulted in $268,800 of loss for the six months ended June 30, 2021.

Other income (expense) decreased by $35,000 from approximately $27,000 other income in the six months ended June 30, 2021 to approximately $8,000 other expense in the six months ended June 30, 2022, mainly due to the decrease of other income of approximately $14,000 as we received a $25,000 California Small Business COVID-19 Relief Grant that we received in May 2021 and we didn’t have such Grant in the six months ended June 30, 2022, and increase of interest expense of approximately $7,000 as we obtained an additional $350,000 interest bearing Economic Injury Disaster Loan in April 2022.

Net loss decreased by approximately $188,000 from approximately $818,000 in the six months ended June 30, 2021 to approximately $630,000 in the six months ended June 30, 2022, mainly due to the reasons discussed above.

Liquidity and Capital Resources

As of June 30, 2022, we had a cash balance of approximately $23,000, compared to a cash balance of approximately $900 at December 31, 2021.

In assessing our liquidity, we monitor and analyze our cash on-hand and our operating and capital expenditure commitments. Our liquidity needs are to meet our working capital requirements, operating expenses and current loan obligations. Other than operating expenses and current liabilities of approximately $1.6 million, the Company does not have significant cash commitments. Cash requirements include cash needed for purchase of inventory, payroll, payroll taxes, rent, other operating expenses and payments of current portions of loan payable. However, in response to the liquidity factors described above, the Company has continued to find ways to reduce its operating expenses. In addition, should our Company need funds, our principal shareholder and Chief Executive and Financial Officer Mr. Dinghua Wang may lend additional money to the Company from time to time to the extent he is in a position and willing to do so. No assurance can be provided that he will continue to lend funds to the Company in the future.

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Management has concluded under U.S. GAAP that there is substantial doubt about our ability to continue as a going concern as a result of our lack of significant revenue and sufficient working capital. If we are unable to generate significant revenue or secure financing, we may be required to cease or limit our operations. Our financial statements do not include adjustments that might result from the outcome of this uncertainty.

For the ~~three~~six months ended ~~March~~June 3130, 2022, cash used in operating activities amounted to approximately $9500,000 as compared to approximately $~~124~~126,000 used in operating activities in the same period in 2021. Cash used in operating activities for the ~~three~~six months ended ~~March~~June 3130, 2022 was primarily the result of our approximately $~~235~~630,000 net loss, the payment of lease liabilities of approximately $102,000 and the decrease of ~~lease~~deferred ~~liabilities~~revenue of approximately $795,000 as we returned certain deposits made by our customer. This amount was partially offset by the increase of accounts payable and accrued expenses of approximately $3761,000, ~~deferred~~as ~~revenue~~we are behind on payments and decrease of prepaid expenses of approximately $~~126~~33,000 as we realized our ~~OEM~~prepayments ~~backlog~~on ~~orders~~inventory purchases to befulfill ~~fulfilled~~our ~~increased~~OEM orders, and the decrease of the non-cash expense of approximately $510,000 of depreciation expense, approximately $55111,000 in amortization of operating right-of-use assets, ~~the~~approximately ~~decrease~~$65,000 in impairment loss of right-of-use ~~prepaid~~asset, ~~expenses~~bad debt expense of approximately $625,000, asand ~~we realized our prepaid~~ inventory ~~purchases~~write-off toof ~~fulfill~~approximately ~~our OEM orders~~$23,000.

For the ~~three~~six months ended ~~March~~June 3130, 2022, financing activities provided approximately $13523,000 as compared to approximately $~~120~~115,000 during the ~~three~~six months ended ~~March~~June 3130, 2021. Net cash received in the ~~three~~six months ended ~~March~~June 3130, 2022 ~~includes~~included ~~approximately~~an additional $18350,000 loan from athe ~~loan~~Economic Inquiry Disaster Loan program, borrowings from third parties totaling approximately $57,000 and approximately $152,000 in additional loans from our principal shareholder and Chief Executive and Financial Officer, Mr. Dinghua Wang. These amounts were partially offset by our repayment of approximately $427,~~300~~000 to our principal shareholder and Chief Executive and Financial Officer, Mr. Dinghua Wang and approximately $9,000 of principal payments for long-term debt.

The material terms of the loans from our principal shareholder and Chief Executive and Financial Officer, Mr. Dinghua Wang, and certain unaffiliated third parties are set forth in Note 6 and Note 7 of the accompanying notes to unaudited condensed financial statements.

Off-Balance Sheet Arrangements

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 our stockholders.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Not applicable.

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Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company has established disclosure controls and procedures to ensure that information required to be disclosed in this quarterly report on Form 10-Q was properly recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms. The Company’s controls and procedures are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers to allow timely decisions regarding required disclosure.

We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) at ~~March~~June 3130, 2022 based on the evaluation of these controls and procedures required by Rule 13a-15 or Rule 15d-15 under the Exchange Act. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer/Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer/Chief Financial Officer concluded that, at ~~March~~June 3130, 2022, our disclosure controls and procedures are not effective due to the following material weakness that we have identified:

Lack of Accounting and Finance Expertise – Our current accounting staff is relatively small, and we do not have the required infrastructure of meeting the higher demands of being a U.S. public company. This material weakness also relates to a lack of personnel with expertise in preparing financial statements in accordance with U.S. GAAP.

We have taken certain actions to remediate the material weakness related to our lack of U.S. GAAP experience. We have engaged an outside CPA firm with U.S. GAAP knowledge and SEC reporting experience to supplement our current internal accounting personnel and assist us in the preparation of our financial statements to ensure that our financial statements are prepared in accordance with U.S. GAAP.

The Company’s operations are relatively small and uncomplicated, and as our operations grow and become more complex, we intend to hire additional personnel in financial reporting and other areas. However, there can be no assurance of when, if ever, we will be able to remediate the identified material weaknesses.

Changes in Internal Controls over Financial Reporting

Except as disclosed above, there have been no changes in the Company’s internal controls over financial reporting that occurred during the period covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.

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PART II — OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we may be subject to legal proceedings and claims in the ordinary course of business. We are not currently a party to any material legal proceedings, and to our knowledge none is threatened. There can be no assurance that future legal proceedings arising in the ordinary course of business or otherwise will not have a material adverse effect on our financial position, results of operations or cash flows.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 6. Exhibits.

(a) Exhibits.

The following exhibits are filed herewith and this list is intended to constitute the exhibit index.

Exhibit No.		Document Description

31.1		CERTIFICATION of CEO/CFO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002.

32.1*		CERTIFICATION of CEO/CFO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 101		Interactive data files formatted in XBRL (eXtensible Business Reporting Language): (i) the Balance Sheets, (ii) the Statements of Operations, (iii) the Statements of Cash Flows, and (iv) the Notes to the Financial Statements.

101.INS		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).

101.SCH		Inline XBRL Taxonomy Extension Schema Document.

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB		Inline XBRL Taxonomy Extension Labels Linkbase Document.

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

_______________

* This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 of the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.

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SIGNATURE

In accordance with the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Merion, Inc.

Title		Name		Date		Signature
President, CEO and CFO		Ding Hua Wang		~~May~~September 2423, 2022		/s/ Ding Hua Wang

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