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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.20549

 

FORM 10-Q

 

(Mark one)

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2023

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Commission file number 0-17284

 

AIXIN LIFE INTERNATIONAL, INC.

 

(Exact name of registrant as specified in its charter)

 

Colorado   84-1085935

(State or other jurisdiction

of incorporation or organization)

 

(IRS Employer

Identification No.)

 

Hongxing International Business Building 2, 14th FL, No. 69 Qingyun South Ave., Jinjiang District

Chengdu City, Sichuan Province, China

(Address of principal executive offices)

 

86-313-6732526

(Issuer’s telephone number)

 

Securities Registered Pursuant to Section 12(g) of the Act:

 

Title of Each Class   Trading Symbol(s)   Name of each Exchange on which Registered
Common Stock, $0.00001 Par Value   AIXN   OTCQX

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

 

Yes ☐ No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

 

Large accelerated filer   Accelerated filer
Non-accelerated filer (Do not check if a smaller reporting company) 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 7(a)(2)(B) ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 

Yes ☐ No

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practical date: As of August 11, 2023, there were outstanding 24,999,842 shares of the registrant’s common stock.

 

 

 

 
 

 

AIXIN LIFE INTERNATIONAL, INC.

FORM 10-Q

June 30, 2023

INDEX

 

  Page
   
Special Note Regarding Forward Looking Statements 3
     
Part I – Financial Information 4
     
Item 1. Consolidated Financial Statements 4
     
  Consolidated Balance Sheets 4
     
  Consolidated Statements of Operations and Comprehensive Income (Loss) 5
     
  Consolidated Statements of Stockholders’ Equity 6
     
  Consolidated Statements of Cash Flows 7
     
  Notes to Consolidated Financial Statements 8
     
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 28
     
Item 4. Controls and Procedures 38
     
Part II – Other Information 39
     
Item 1A. Risk Factors 39
     
Item 6. Exhibits 39
     
  Signatures 40

 

2

 

 

SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS

 

This report contains forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “would” and similar expressions intended to identify forward-looking statements. Forward-looking statements reflect our current views with respect to future events and are based on assumptions and are subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on forward-looking statements. Forward-looking statements include, among other things, statements relating to:

 

  our goals and strategies;
     
  our future business development, financial condition and results of operations;
     
  our expectations regarding demand for, and market acceptance of, our products;
     
  our expectations regarding keeping and strengthening our relationships with merchants, manufacturers and end-users; and
     
  general economic and business conditions in the regions where we provide our services.

 

Also, forward-looking statements represent our estimates and assumptions only as of the date of this report. You should read this report and the documents that we reference and filed as exhibits to the report completely and with the understanding that our actual future results may be materially different from what we expect. Except as required by law, we assume no obligation to update any forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in any forward-looking statements, even if new information becomes available in the future.

 

Use of Certain Defined Terms

 

Except where the context otherwise requires and for the purposes of this report only:

 

the “Company,” “we,” “us,” and “our” refer to AiXin Life International., Inc. (“AiXin”) and its subsidiaries.

 

“Exchange Act” refers to the Securities Exchange Act of 1934, as amended;

 

“Hong Kong” refers to the Hong Kong Special Administrative Region of the People’s Republic of China;

 

“PRC,” “China,” and “Chinese,” refer to the People’s Republic of China (excluding Hong Kong and Taiwan);

 

“Renminbi” and “RMB” refer to the legal currency of China;

 

“Securities Act” refers to the Securities Act of 1933, as amended; and

 

“US dollars,” “dollars” and “$” refer to the legal currency of the United States.

 

3

 

 

PART I - FINANCIAL INFORMATION

 

AIXIN LIFE INTERNATIONAL, INC.

CONSOLIDATED BALANCE SHEETS

 

   June 30,   December 31, 
   2023   2022 
   (Unaudited)     
         
Assets          
Current assets          
Cash and cash equivalents  $316,905   $510,128 
Restricted cash   97,625    109,772 
Accounts receivable, including related parties, net   345,500    562,581 
Other receivables and prepaid expenses   66,331    42,631 
Advances to suppliers, including related party    156,745    168,523 
Inventory, net   625,752    499,252 
Due from related parties   134,320    83,102 
Total current assets   1,743,178    1,975,989 
           
Property and equipment, net   1,701,307    1,971,793 
Intangible asset, net   3,241    1,269 
Goodwill, net   -    - 
Deferred tax asset   13,934    15,556 
Security deposit   82,744    86,992 
Operating lease right-of-use assets   682,694    999,285 
Total assets  $4,227,098   $5,050,884 
           
Liabilities and stockholders’ equity          
Current liabilities          
Accounts payable  $470,770   $398,469 
Accounts payable-related party   -    165,958 
Unearned revenue   126,484    139,502 
Taxes payable   103,636    104,100 
Accrued liabilities and other payables   2,143,431    2,356,490 
Government grant   903,962    950,371 
Loan from third parties   82,744    86,992 
Operating lease liabilities   601,626    883,583 
Due to related parties   204,443    236,882 
Total current liabilities   4,637,096    5,322,347 
Operating lease liabilities - non-current   205,903    194,725 
Total liabilities   4,842,999    5,517,072 
           
Stockholders’ deficit          
Undesignated preferred stock, $0.001 par value, 20,000,000 shares authorized, none issued and outstanding   -    - 
Common stock, par value $0.00001 per share, 500,000,000 shares authorized; 24,999,842 shares issued and outstanding as of June 30, 2023 and December 31, 2022   250    250 
Additional paid in capital   14,789,653    14,458,583 
Statutory reserve   151,988    151,988 
Accumulated deficit   (15,757,028)   (15,249,858)
Accumulated other comprehensive income   199,236    172,849 
Total stockholders’ deficit   (615,901)   (466,188)
           
Total liabilities and stockholders’ deficit  $4,227,098   $5,050,884 

 

4

 

 

AIXIN LIFE INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(UNAUDITED)

 

   2023   2022   2023   2022 
  

Three Months Ended

June 30,

  

Six Months Ended

June 30,

 
   2023   2022   2023   2022 
                 
Sales revenue:                    
Products  $1,085,527   $210,636   $1,507,823   $385,628 
Room revenues   221,643    63,723    398,902    94,716 
Food and beverage revenues   144,747    111,725    278,485    292,519 
Others   24,140    34,803    45,560    66,702 
Total revenue, net   1,476,057    420,887    2,230,770    839,565 
                     
Operating costs and expenses                    
Cost of goods sold   451,200    153,998    626,688    278,522 
Hotel operating costs   462,780    418,100    940,574    929,719 
Selling   226,575    200,032    417,848    389,618 
General and administrative   355,422    274,675    768,481    519,471 
(Reversal of) provision for bad debts   (8,037)   20,435    (51,853)   47,857 
Stock-based compensation   92,885    92,885    185,770    185,770 
Total operating costs and expenses   1,580,825    1,160,125    2,887,508    2,350,957 
                     
Loss from operations   (104,768)   (739,238)   (656,738)   (1,511,392)
                     
Non-operating income (expenses)                    
Interest income   268    1,284    557    2,612 
Other income   14,241    10,221    39,102    29,655 
Other expenses   (2,380)   (63)   (4,887)   (260)
Total non-operating income, net   12,129    11,442    34,772    32,007 
                     
Loss before income tax   (92,639)   (727,796)   (621,966)   (1,479,385)
                     
Income tax expense   4,907    473    5,364    965 
                     
Net loss   (97,546)   (728,269)   (627,330)   (1,480,350)
                     
Other comprehensive items                    

Foreign currency translation gain (loss)

   1,845    (44,948)   26,387    (13,084)
                     
Comprehensive loss  $(95,701)  $(773,217)  $(600,943)  $(1,493,434)
                     
Income per share - basic and diluted  $(0.004)  $(0.029)  $(0.025)  $(0.059)
                     
Weighted average shares outstanding   24,999,842    24,999,842    24,999,842    24,999,842 

 

5

 

 

AIXIN LIFE INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

(UNAUDITED)

 

   Shares   Amount   capital   reserves   deficit   income   Total 
   Common Stock   Additional paid in   Statutory   Accumulated   Accumulated other comprehensive     
   Shares   Amount   capital   reserves   deficit   income   Total 
                             
Balance at December 31, 2022   24,999,842   $250   $14,458,583   $151,988   $(15,249,858)  $172,849   $(466,188)
Stock-based compensation   -    -    92,885    -    -    -    92,885 
Disposal of subsidiary   -    -    -    -    120,160    -    120,160 
Net loss   -    -    -    -    (529,784)   -    (529,784)
Foreign currency translation   -    -    -    -    -    24,542    24,542 
Balance at March 31, 2023   24,999,842    250    14,551,468    151,988    (15,659,482)   197,391    (758,385)
Stock-based compensation   -    -    92,885    -    -    -    92,885 
Capital contribution   -    -    145,300    -    -    -    145,300 
Net loss   -    -    -    -    (97,546)   -    (97,546)
Foreign currency translation   -    -    -    -    -    1,845    1,845 
Balance at June 30, 2023   24,999,842   $250   $14,789,653   $151,988   $(15,757,028)  $199,236   $(615,901)
                                    
Balance at December 31, 2021   24,999,842   $250   $14,087,043   $151,988   $(8,880,613)  $710,823   $6,069,491 
Stock-based compensation   -    -    92,885    -    -    -    92,885 
Net loss   -    -    -    -    (752,081)   -    (752,081)
Foreign currency translation   -    -    -    -    -    31,864    31,864 
Balance at March 31, 2022   24,999,842    250    14,179,928    151,988    (9,632,694)   742,687    5,442,159 
Stock-based compensation   -    -    92,885    -    -    -    92,885 
Net loss   -    -    -    -    (728,269)   -    (728,269)
Foreign currency translation   -    -    -    -    -    (44,948)   (44,948)
Balance at June 30, 2022   24,999,842   $250   $14,272,813   $151,988   $(10,360,963)  $697,739   $4,761,827 

 

6

 

 

AIXIN LIFE INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

 

   2023   2022 
   Six Months Ended June 30, 
   2023   2022 
         
CASH FLOWS FROM OPERATING ACTIVITIES:          
Net loss  $(627,330)  $(1,480,350)
Adjustments required to reconcile net loss to net cash used in operating activities:          
Depreciation and amortization   193,427    57,219 
(Reversal of) provision for bad debts   (51,853)   47,857 
Provision for inventory reserve   12,026    - 
Operating lease expense   417,369    449,445 
Stock-based compensation   185,770    185,770 
Deferred tax    902    965 
Changes in assets and liabilities:          
Accounts receivable   249,851    (65,284)
Other receivables and prepaid expenses   (46,276)   92,619 
Advances to suppliers, including related party   24,890    12,043 
Inventory   (170,052)   (72,168)
Accounts payable   98,150    89,349 
Accounts payable - related party   (165,172)   - 
Unearned revenue   (6,552)   (10,099)
Taxes payable   4,839    (7,034)
Payment of lease liability   (405,079)   (418,711)
Accrued liabilities and other payables   (65,670)   346,883 
Net cash used in operating activities   (350,760)   (771,496)
           
CASH FLOWS FROM INVESTING ACTIVITIES:          
Cash disposed at disposal of subsidiary   (3,392)   - 
Purchase of property and equipment   (10,627)   - 
Purchase of intangible asset   (2,647)   - 
Net cash used in investing activities   (16,666)   - 
           
CASH FLOWS FROM FINANCING ACTIVITIES:          
Net proceeds from related parties   39,677    779,015 
Capital contribution   144,300    - 
Net cash provided by financing activities   183,977    779,015 
           
EFFECT OF EXCHANGE RATE CHANGE ON CASH AND RESTRICTED CASH   (21,921)   (417,088)
           
NET DECREASE IN CASH AND RESTRICTED CASH   (205,370)   (409,569)
           
CASH AND RESTRICTED CASH, BEGINNING OF PERIOD   619,900    8,600,853 
           
CASH AND RESTRICTED CASH, END OF PERIOD  $414,530   $8,191,284 
           
Supplemental Cash flow data:          
Income tax paid  $-   $- 
Interest paid  $-   $- 

 

7

 

 

AIXIN LIFE INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

1. ORGANIZATION AND DESCRIPTION OF BUSINESS

 

Aixin Life International, Inc. (the “Company” or “Aixin Life” or “we”) was incorporated under the laws of the State of Colorado on December 30, 1987. On February 2, 2017, Mr. Quanzhong Lin (Mr. Lin) purchased 65.0% of the Company’s outstanding shares from China Concentric Capital Group for $300,000, pursuant to a Stock Purchase Agreement dated December 21, 2016, which resulted in a change in control of the Company.

 

On December 12, 2017, pursuant to a Share Exchange Agreement, in consideration for all of the outstanding shares of AiXin (BVI) International Group Co., Ltd. a British Virgin Islands corporation (“AiXin BVI”), the Company issued to Mr. Lin, the sole stockholder of AiXin BVI, shares of common stock then representing 71% of the outstanding of common stock of the Company.

 

As a result of the Share Exchange, AiXin BVI became the Company’s wholly-owned subsidiary, and the Company now owns all of the outstanding shares of HK AiXin International Group Co., Limited, a Hong Kong limited company (“AiXin HK”), which in turn owns all of the outstanding shares of Chengdu AiXinZhonghong Biological Technology Co., Ltd., a Chinese limited company (“AiXinZhonghong”), which markets and sells premium-quality nutritional products in China.

 

AiXin BVI was incorporated on September 21, 2017 as a holding company and AiXin HK was established in Hong Kong on February 25, 2016 as an intermediate holding company. AiXinZhonghong was established in the People’s Republic of China (“PRC”) on March 4, 2013, and on May 27, 2017, the local government of the PRC issued a certificate of approval regarding the foreign ownership of AiXinZhonghong by AiXin HK. Neither AiXin BVI nor AiXin HK had operations prior to December 12, 2017.

 

For accounting purposes, the acquisition of AiXin BVI was accounted for as a reverse acquisition and treated as a recapitalization of the Company effected by a share exchange, with AiXin BVI as the accounting acquirer. Since neither AiXin BVI nor AiXin HK had operations prior to December 12, 2017, the historical consolidated financial statements of AiXinZhonghong are now the historical consolidated financial statements of the Company. The assets and liabilities of AiXinZhonghong were brought forward at their book value and no goodwill was recognized.

 

Effective February 1, 2018, the Company changed its name to AiXin Life International, Inc. (“Aixin Life”).

 

The Company, through its indirectly owned AiXinZhonghong subsidiary, develops and distributes consumer products by offering a line of nutritional products. The Company sells the products through exhibition events, conferences, and person-to-person marketing. Beginning in 2019, the Company began to provide advertising services to clients who engaged the Company to help distribute their products. The Company’s business mainly focuses on a proactive approach to its customers such as hosting events for clients, which it believes is ideally suited to marketing its products because sales of nutrition products are strengthened by ongoing personal contact and support, coaching and education of its clients, as to the benefits of a healthy and active lifestyle.

 

On May 25, 2021, AiXin HK entered into an Equity Transfer Agreement (the “Hotel Purchase Agreement”) with Chengdu Aixin Shangyan Hotel Management Co., Ltd (“Aixin Shangyan Hotel”), and its two shareholders Quanzhong Lin and Yirong Shen (“Transferor”). Pursuant to the Hotel Purchase Agreement, Aixin Life purchased 100% ownership of Aixin Shangyan Hotel from Transferor. Eighty percent of the equity of Aixin Shangyan Hotel was owned by Mr. Lin, and the remaining balance was owned by Ms. Shen. Under the terms of the Hotel Purchase Agreement, Aixin Life purchased all of the outstanding equity of Aixin Shangyan Hotel for a purchase price of RMB 7,598,887, or approximately $1.16 million (the “Transfer Price”). The Transfer Price will be reduced by an amount equal to any amounts paid or distributed by Aixin Shangyan Hotel to the Transferor after December 31, 2020 and will be increased by an amount equal to any amounts contributed to Aixin Shangyan Hotel by the Transferor after December 31, 2020. The acquisition was completed in July 2021.

 

8

 

 

On June 2, 2021, AiXin HK entered into an Equity Transfer Agreement (the “Pharmacies Purchase Agreement”) with Chengdu Aixintang Pharmacy Co., Ltd. and certain affiliated entities, each of which operates a pharmacy (together, “Aixintang Pharmacies”) and its three shareholders, Quanzhong Lin, Ting Li and Xiao Ling Li (“Transferor”). Mr. Lin owned in excess of 95% of the outstanding equity the Aixintang Pharmacies. The remaining equity interest was owned by Ting Li and Xiao Ling Li. Pursuant to the Pharmacies Purchase Agreement, AiXin HK purchased all of the outstanding equity of Aixintang Pharmacies for an aggregate purchase price of RMB 34,635,845, or approximately US$5.31 million (the “Transfer Price”). The Transfer Price will be reduced by an amount equal to any amounts paid or distributed by any of the Aixintang Pharmacies to the Transferor after December 31, 2020 and increased by an amount contributed to any of the Aixintang Pharmacies by the Transferor after such date. The acquisition was completed in September 2021.

 

On July 19, 2022, HK Aixin entered into an Equity Transfer Agreement with Yunnan Shengshengyuan Technology Co., Ltd, (“Yunnan Shengshengyuan”) and Yun Chen (together, the “Sellers”), the shareholders of Yunnan Runcangsheng Technology Company Ltd. (“Runcangsheng”). Yunnan Shengshengyuan owns in excess of 95% of the outstanding equity of Runcangsheng. The remaining equity interest is owned by Yun Chen. Pursuant to the Transfer Agreement, HK Aixin agreed to purchase all of the outstanding equity of Runcangsheng for an aggregate purchase price of $4,418,095 (RMB 31,557,820), adjusted by $116,802 the amount equal to the initial net worth minus the audited net worth. In addition to transferring their respective equity interest in Runcangsheng by the Sellers, both Sellers agree to forgive any loans Runcangsheng due to them. The acquisition was completed on September 30, 2022 (see Note 17).

 

On February 17, 2023, the Company effected a 1 for 2 reverse stock split. As a result of the reverse split, every two shares of the Company’s issued and outstanding common stock will be automatically combined and converted into one issued and outstanding share of common stock, par value $0.00001 per share. The Company has approximately 24,999,842 shares of outstanding common stock after the effect of reverse stock split and the elimination of fractional shares. All share and earnings per share information has been retroactively adjusted to reflect the reverse stock split.

 

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accompanying consolidated financial statements are prepared in conformity with U.S. Generally Accepted Accounting Principles (“US GAAP”). The functional currency of AiXinZhonghong, Aixin Shangyan Hotel, Aixintang Pharmacies, and Runcangsheng is the Chinese Renminbi (“RMB”). The accompanying consolidated financial statements are translated from RMB and presented in U.S. dollars (“USD”).

 

The consolidated financial statements include the accounts of the Company and its current wholly owned subsidiaries, AiXin HK, AiXinZhonghong, Aixin Shangyan Hotel, Aixintang Pharmacies, and Runcangsheng. Intercompany transactions and accounts were eliminated in consolidation. These unaudited interim financial statements should be read in conjunction with the annual consolidated financial statements and the accompanying notes contained in our Annual Report on Form 10-K for the year ended December 31, 2022.

 

Unaudited Interim Financial Information

 

These unaudited interim financial statements have been prepared in accordance with GAAP for interim financial reporting and the rules and regulations of the Securities and Exchange Commission that permit reduced disclosure for interim periods. Therefore, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. In the opinion of management, all adjustments of a normal recurring nature necessary for a fair presentation of the financial position, results of operations and cash flows for the periods presented have been made. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for the year ending December 31, 2023.

 

9

 

 

Going Concern

 

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The realization of assets and the satisfaction of liabilities in the normal course of business are dependent on, among other things, the Company’s ability to operate profitably, to generate cash flows from operations, and to pursue financing arrangements to support its working capital requirements.

 

The Company has suffered losses from operations of $104,768 and $739,238 for the three months ended June 30, 2023 and 2022, and $656,738 and $1,511,392 for the six months ended June 30, 2023 and 2022, respectively, and used net cash in operating activities of $350,760 and $771,496 for the six months ended June 30, 2023 and 2022, respectively, and has an accumulated deficit of $15,757,028 as of June 30, 2023. These facts and conditions raise substantial doubt about the Company’s ability to continue as a going concern. From January 1, 2023 through June 30, 2023, the Company’s cash and cash equivalents decreased from $510,128 to $316,905 mainly due to operating losses, and the use of cash to support operating activities.

 

Management believes that it has developed a liquidity plan, summarized below, that, if executed successfully, should provide sufficient liquidity to meet the Company’s obligations as they become due for a reasonable period of time, and allow the development of its core business. The plan includes:

 

● Gaining positive cash-inflow from operating activities through continuous cost reductions and the sales of higher margin products.

 

● Raising cash through loans from related parties and potential equity offerings.

 

While the Company’s management believes that the measures in its liquidity plan including those described above will be adequate to satisfy its liquidity requirements for the twelve months after the date that these financial statements are issued, there is no assurance that the liquidity plan will be successfully implemented. Failure to successfully implement the liquidity plan may have a material adverse effect on its business, results of operations and financial position, and may adversely affect its ability to continue as a going concern. These consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded assets or the amounts and classification of liabilities or any other adjustments that might be necessary should the Company be unable to continue as a going concern.

 

The Invasion of Ukraine

 

The invasion of Ukraine by the Russian Federation had an immediate impact on the global economy resulting in higher prices for oil and other commodities. The United States, United Kingdom, European Union and other countries responded to Russia’s invasion of Ukraine by imposing various economic sanctions and bans. Russia has responded with its own retaliatory measures. These measures have disrupted financial and economic markets. The global impact of these measures is continually evolving and cannot be predicted with certainty and there is no assurance that Russia’s invasion of Ukraine and responses thereto will not further disrupt the global economy and financial markets.

 

While the invasion of Ukraine and responses thereto have not interrupted the Company’s operations, these or future developments resulting from the invasion of Ukraine could make it difficult to access debt and equity capital on attractive terms, if at all, and impact the Company’s ability to fund business activities, including proposed acquisitions.

 

Use of Estimates

 

In preparing consolidated financial statements in conformity with US GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the consolidated financial statements, as well as the reported amounts of revenues and expenses during the reporting period.

 

Significant estimates required by management, include the recoverability of long-lived assets, allowance for doubtful accounts, and the reserve for obsolete and slow-moving inventories. Actual results could differ from those estimates.

 

10

 

 

Reclassification

 

Certain prior period amounts have been reclassified to conform to the current period presentation and had no effect on previously reported consolidated net income (loss) or accumulated deficit.

 

Cash and Cash Equivalents

 

For financial statement purposes, the Company considers all highly liquid investments with an original maturity of three months or less to be cash and cash equivalents.

 

Restricted Cash

 

The restricted cash was cash maintained in temporarily frozen bank accounts held by Aixintang Pharmacy and its branches by the court for a judgement against Aixintang Pharmacy which Aixintang Pharmacy is in the process of appealing (see Note 16 – litigation).

 

Accounts Receivable

 

The Company’s policy is to maintain an allowance for potential credit losses on accounts receivable. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy of these reserves. As of June 30, 2023 and December 31, 2022, the bad debt allowance was $200,044 and $272,550 respectively.

 

The following table summarizes the activity related to the Company’s Accounts Receivable allowance for doubtful accounts for the six months ended June 30, 2023 and 2022:

 

    2023     2022  
    For the Six Months ended June 30,  
    2023     2022  
             
Beginning balance   $ 272,550     $ 213,787  
(Reversal of) provision for bad debts     -       47,857  
Recoveries/Write offs     (51,853 )     -  
Effect of translation     (20,653 )     (11,933 )
Ending balance   $ 200,044     $ 249,711  

 

Inventories

 

Inventories mainly consists of health supplements, drugs, pharmaceutical and nutritional products, food and beverage, hotel supplies and consumables. Inventories are valued at the lower of average cost or market, cost being determined on a moving weighted average method at the end of the month. Management compares the cost of inventories with the net realizable value and an allowance is made for writing down inventories to market value, if lower. The Company recorded provision for inventory reserve of $12,026 and $0 for the six months ended June 30, 2023 and 2022, respectively.

 

Property and Equipment

 

Property and equipment are stated at cost, less accumulated depreciation, and impairment losses, if any. Major repairs and betterments that significantly extend original useful lives or improve productivity are capitalized and depreciated over the period benefited. Maintenance and repairs are expensed as incurred. When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts, and any gain or loss is included in operations. Depreciation of property and equipment is provided using the straight-line method for substantially all assets with 5% salvage value and estimated lives as follows:

 

Office furniture     5 years  
Electronic equipment     2-3 years  
Machinery     3 years  
Leasehold improvements     3 years  
Vehicles     5 years  

 

11

 

 

Impairment of Long-Lived Assets

 

Long-lived assets, which include property and equipment and intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable, but at least annually.

 

Recoverability of long-lived assets to be held and used is measured by comparing the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by it. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds its fair value. Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable. Based on its review, the Company believes that, as of June 30, 2023 and December 31, 2022, there were no significant impairments of its long-lived assets.

 

Goodwill

 

The Company evaluates goodwill for impairment annually or more frequently when an event occurs or circumstances change that indicate the carrying value may not be recoverable. In testing goodwill for impairment, the Company may elect to utilize a qualitative assessment to evaluate whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the qualitative assessment indicates that goodwill impairment is more likely than not, the Company performs a two-step impairment test. The Company tests goodwill for impairment under the two-step impairment test by first comparing the book value of net assets to the fair value of the reporting units. If the fair value is determined to be less than the book value or qualitative factors indicate that it is more likely than not that goodwill is impaired, a second step is performed to compute the amount of impairment as the difference between the estimated fair value of goodwill and the carrying value. The Company estimates the fair value of the reporting units using discounted cash flows. Forecasts of future cash flows are based on our best estimate of future net sales and operating expenses, based primarily on expected category expansion, pricing, market segment share, and general economic conditions.

 

The Company completed the required testing of goodwill for impairment as of December 31, 2022, and determined that goodwill was impaired because of the current financial condition of the Company and the Company’s inability to generate future operating income without substantial sales volume increases, which are highly uncertain. Furthermore, the uncertainty of the future cash flows indicates that the recoverability of goodwill is not reasonably assured.

 

The goodwill write-down was reflected as an impairment loss, $3,823,770, in non-operating expenses in the statement of operations and comprehensive income (loss) during the year ended December 31, 2022.

 

Income Taxes

 

Income taxes are accounted for using an asset and liability method. 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. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

 

12

 

 

The Company follows Accounting Standards Codification (“ASC”) Topic 740, which prescribes a more-likely-than-not threshold for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740 also provides guidance on recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, accounting for income taxes in interim periods, and income tax disclosures.

 

Under ASC Topic 740, when tax returns are filed, it is likely that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the consolidated financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50% likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Interest associated with unrecognized tax benefits is classified as interest expense and penalties are classified in selling, general and administrative expenses in the statement of income.

 

At June 30, 2023 and December 31, 2022, the Company did not take any uncertain positions that would necessitate recording a tax related liability.

 

Revenue Recognition

 

Revenue from sale of goods under Topic 606 is recognized in a manner that reasonably reflects the delivery of the Company’s products and services to customers in return for expected consideration and includes the following elements:

 

  executed contract(s) with customers that the Company believes is legally enforceable;
     
  identification of performance obligation in the respective contract;
     
  determination of the transaction price for each performance obligation in the respective contract;
     
  allocation of the transaction price to each performance obligation; and
     
  recognition of revenue only when the Company satisfies each performance obligation.

 

The Company’s revenue recognition policies for its various operating segments are as follows:

 

Products

 

The Company’s revenue from sales of products is recognized when goods are delivered to the customer and no other obligation exists. The Company does not provide unconditional return or other concessions to the customer. The Company’s sales policy allows for the return of unopened products for cash after deducting certain service and transaction fees. As an alternative to the product return option, the customers have the option of asking for an exchange for products with the same value.

 

Sales revenue of AiXin Zhonghong represents the invoiced value of goods, net of value-added taxes (“VAT”). All of the Company’s products sold in China are subject to the PRC VAT of 13% since April 1, 2019. This VAT may be offset by VAT paid by the Company on raw materials and other materials purchased in China. The Company records VAT payable and VAT receivable net of payments in the financial statements. The VAT tax return is filed offsetting the payables against the receivables. Sales and purchases are recorded net of VAT collected and paid as the Company acts as an agent for the government.

 

13

 

 

Hotel

 

Hotel revenues are primarily derived from the rental of rooms, food and beverage sales and other ancillary goods and services, including but not limited to souvenir, parking and conference reservation. Each of these products and services represents a distinct performance obligation and, in exchange for these services, the Company receives fixed amounts based on published rates or negotiated contracts. Payment is due in full at the time when the services are rendered or the goods are provided. Room rental revenue is recognized on a daily basis when rooms are occupied. Food and beverage revenue and other goods and services revenue are recognized when they have been delivered or rendered to the guests as the respective performance obligations are satisfied. All of the hotel’s goods sold in China are subject to the PRC VAT of 6%. This VAT may be offset by VAT paid by the Company on raw materials and other materials purchased in China.

 

Pharmacies

 

The Company’s retail drugstores (Aixintang Pharmacies) recognize revenue at the time the customer takes possession of the merchandise. For pharmacy sales, each prescription claim is its own arrangement with the customer and is a performance obligation. Aixintang Pharmacies generally receives payments from customers as it satisfies its performance obligations. The Company records a receivable when it has an unconditional right to receive payment and only the passage of time is required before payment is due. Sales revenue represents the invoiced value of goods, net of VAT. All of Aixintang Pharmacies’ products sold in China are eligible for the PRC VAT of 0% as it qualifies as a small business.

 

Manufacture and Sale

 

The Company’s new subsidiary Runcangsheng recognizes revenue at the time products are shipped as this satisfies its performance obligation. The Company records a receivable for its sales when it has an unconditional right to receive payment and only the passage of time is required before payment is due. Sales revenue represents the invoiced value of goods, net of value-added taxes (“VAT”). All of the Company’s products sold in China are subject to the PRC VAT of 13% unless it is a qualified small business subject to exemption.

 

Unearned Revenue

 

The Company’s unearned revenue primarily consists of advances received from customers for the purchase of products prior to the delivery of goods, and for the rental of hotel rooms prior to the delivery of service. The delivery of products and room rental services is (normally within one year) based upon contract terms and customer demand.

 

Concentration of Credit Risk

 

The operations of the Company are in the PRC. Accordingly, the Company’s business, financial condition, and results of operations may be influenced by the political, economic, and legal environments in the PRC, and by the general state of the PRC economy.

 

The Company has cash on hand and demand deposits in accounts maintained with state-owned banks within the PRC. Cash in state-owned banks is covered by insurance up to RMB 500,000 ($72,500) per bank. The Company has not experienced any losses in such accounts and believes they are not exposed to any risks on its cash in these bank accounts.

 

During the three and six months ended June 30, 2023 and 2022, the Company had no customer that accounted for over 10% of its total revenue.

 

During the three months ended June 30, 2023, the Company had one supplier that accounted for 15% of its total purchases.

 

During the six months ended June 30, 2023, the Company had two suppliers that accounted for 15% and 13%, respectively, of its total purchases.

 

During the three months ended June 30, 2022, the Company had one supplier that accounted for 23% of its total purchases.

 

During the six months ended June 30, 2022, the Company had one supplier that accounted for 12% of its total purchases.

 

14

 

 

Leases

 

The Company determines if an arrangement is a lease at inception under FASB ASC Topic 842, Right of Use Assets (“ROU”) and lease liabilities are recognized at commencement date based on the present value of remaining lease payments over the lease term. For this purpose, the Company considers only payments that are fixed and determinable at the time of commencement. As most of its leases do not provide an implicit rate, it uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company’s incremental borrowing rate is a hypothetical rate based on its understanding of what its credit rating would be. The ROU assets include adjustments for prepayments and accrued lease payments. The ROU asset also includes any lease payments made prior to commencement and is recorded net of any lease incentives received. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that it will exercise such options.

 

ROU assets are reviewed for impairment when indicators of impairment are present. ROU assets from operating and finance leases are subject to the impairment guidance in ASC 360, Property, Plant, and Equipment, as ROU assets are long-lived nonfinancial assets.

 

ROU assets are tested for impairment individually or as part of an asset group if the cash flows related to the ROU asset are not independent from the cash flows of other assets and liabilities. An asset group is the unit of accounting for long-lived assets to be held and used, which represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. The Company recognized no impairment of ROU assets as of June 30, 2023 and December 31, 2022. Operating leases are included in operating lease ROU and operating lease liabilities (current and non-current), on the consolidated balance sheets.

 

Statement of Cash Flows

 

In accordance with ASC Topic 230, “Statement of Cash Flows,” cash flows from the Company’s operations are calculated based on the local currencies using the average translation rates. As a result, amounts related to assets and liabilities reported on the consolidated statements of cash flows will not necessarily agree with changes in the corresponding balances on the consolidated balance sheets.

 

Fair Value of Financial Instruments

 

The carrying amounts of certain of the Company’s financial instruments, including cash and cash equivalents, accrued liabilities and accounts payable, approximate their fair value due to their short maturities. FASB ASC Topic 825, “Financial Instruments,” requires disclosure of the fair value of financial instruments held by the Company. The carrying amounts reported in the consolidated balance sheets for current liabilities each qualify as financial instruments and are a reasonable estimate of their fair value because of the short period of time between the origination of such instruments and their expected realization and the current market rate of interest.

 

Fair Value Measurements and Disclosures

 

ASC Topic 820, “Fair Value Measurements and Disclosures,” defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The three levels are defined as follow:

 

  Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
  Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
  Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement.

 

As of June 30, 2023 and December 31, 2022, the Company did not identify any assets and liabilities that are required to be presented on the balance sheet at fair value.

 

15

 

 

Foreign Currency Translation and Comprehensive Income (Loss)

 

The functional currency of the Company is RMB. For financial reporting purposes, RMB is translated into USD as the reporting currency. Assets and liabilities are translated at the exchange rate in effect at the balance sheet dates. Revenues and expenses are translated at the average rate of exchange prevailing during the reporting period.

 

Translation adjustments arising from the use of different exchange rates from period to period are included as a component of stockholders’ equity as “Accumulated other comprehensive income”. Gains and losses resulting from foreign currency transactions are included in income. There was no significant fluctuation in the exchange rate for the conversion of RMB to USD after the balance sheet date.

 

The Company uses FASB ASC Topic 220, “Comprehensive Income”. Comprehensive loss is comprised of net loss and all changes to the statements of stockholders’ equity, except those due to investments by stockholders, changes in paid-in capital and distributions to stockholders. Comprehensive income (loss) for the three and six months ended June 30, 2023 and 2022 consisted of net income (loss) and foreign currency translation adjustments.

 

Earnings per Share

 

Basic income (loss) per share is computed on the basis of the weighted average number of common shares outstanding during the period.

 

Dilution is computed by applying the treasury stock method for options and warrants. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period.

 

As of June 30, 2023 and December 31, 2022, the Company did not have any potentially dilutive instruments.

 

Stock-Based Compensation

 

The Company periodically grants stock options, warrants and awards to employees and non-employees in non-capital raising transactions as compensation for services rendered. The Company accounts for stock option, stock warrant and stock award grants to employees based on the authoritative guidance provided by the FASB where the value of the award is measured on the date of grant and recognized over the vesting period. The Company accounts for stock option, stock warrant and stock award grants to non-employees in accordance with the authoritative guidance of the FASB where the value of the stock compensation is determined based upon the measurement date at either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete. Stock-based compensation charges generally are amortized over the vesting period on a straight-line basis. In certain circumstances where there are no future performance requirements by the employees and non-employees, option, warrant and award grants are immediately vested and the total stock-based compensation charge is recorded in the period of the measurement date.

 

Segment Reporting

 

ASC Topic 280, “Segment Reporting,” requires use of the “management approach” model for segment reporting. The management approach model is based on the way a company’s chief operating decision maker organizes segments within the Company for making operating decisions assessing performance and allocating resources. Reportable segments are based on products and services, geography, legal structure, management structure, or any other manner in which management disaggregates a company.

 

The Company manages its business as four operating segments, products, pharmacies, hotel, and manufacture and sales, all of which are located in the PRC. All of its revenues are derived in the PRC. All long-lived assets are located in PRC.

 

16

 

 

The following table shows the Company’s operations by business segment for the three months ended June 30, 2023 and 2022.

 

    2023     2022  
    For the Three Months Ended June 30,  
    2023     2022  
Net revenue                
Products   $ 692,709     $ 16,591  
Pharmacies     305,186       194,045  
Hotel     390,530       210,251  
Manufacture and sale     87,632       -  
Total revenues, net   $ 1,476,057     $ 420,887  
                 
Operating costs and expenses                
Products                
Cost of goods sold   $ 264,794     $ 3,735  
Operating expenses     460,255       362,220  
Pharmacies                
Cost of goods sold     181,875       150,263  
Operating expenses     57,198       153,842  
Hotel                
Hotel operating costs     462,780       418,100  
Operating expenses     53,245       71,965  
Manufacture and sale                
Cost of goods sold     4,531       -  
Operating expenses     96,147       -  
Total operating costs and expenses   $ 1,580,825     $ 1,160,125  
                 
Loss from operations                
Products   $ (32,340 )   $ (349,364 )
Pharmacies     66,113       (110,060 )
Hotel     (125,495 )     (279,814 )
Manufacture and sale     (13,046 )     -  
Loss from operations   $ (104,768 )   $ (739,238 )

 

17

 

 

The following table shows the Company’s operations by business segment for the six months ended June 30, 2023 and 2022.

 

    2023     2022  
    For the Six Months Ended June 30,  
    2023     2022  
Net revenue                
Products   $ 855,969     $ 32,689  
Pharmacies     528,702       352,939  
Hotel     722,947       453,937  
Manufacture and sale     123,152       -  
Total revenues, net   $ 2,230,770     $ 839,565  
                 
Operating costs and expenses                
Products                
Cost of goods sold   $ 299,528     $ 8,418  
Operating expenses     828,044       660,261  
Pharmacies                
Cost of goods sold     320,508       270,104  
Operating expenses     246,194       323,151  
Hotel                
Hotel operating costs     940,574       929,719  
Operating expenses     44,360       159,304  
Manufacture and sale                
Cost of goods sold     6,652       -  
Operating expenses     201,648       -  
Total operating costs and expenses   $ 2,887,508     $ 2,350,957  
                 
Loss from operations                
Products   $ (271,603 )   $ (635,990 )
Pharmacies     (38,000 )     (240,316 )
Hotel     (261,987 )     (635,086 )
Manufacture and sale     (85,148 )     -  
Loss from operations   $ (656,738 )   $ (1,511,392 )

 

Segment assets   As of
June 30, 2023
    As of
December 31, 2022
 
Products   $ 358,219     $ 410,754  
Pharmacies     693,631       758,675  
Hotel     677,666       970,385  
Manufacture and sale     2,497,582       2,911,070  
Total assets   $ 4,227,098     $ 5,050,884  

 

As the acquisition of Runcangsheng was consummated as of September 30, 2022 (see Note 17), the revenues and operating results of the manufacture and sale segment were included in the financial statements of the Company beginning on October 1, 2022.

 

18

 

 

New Accounting Pronouncements

 

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326), which requires entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022. Early application will be permitted for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company is currently evaluating the impact that the standard will have on its consolidated financial statements.

 

In January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment. The guidance removes Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its FV, not to exceed the carrying amount of goodwill. The guidance should be adopted on a prospective basis. As a smaller reporting company, the standard will be effective for the Company for interim and annual reporting periods beginning after December 15, 2022, with early adoption permitted. The adoption of ASU 2017-04 is not expected to have any impact on the Company’s consolidated financial statements presentation or disclosures.

 

In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470- 20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity. This ASU (1) simplifies the accounting for convertible debt instruments and convertible preferred stock by removing the existing guidance in ASC 470-20, Debt: Debt with Conversion and Other Options, that requires entities to account for beneficial conversion features and cash conversion features in equity, separately from the host convertible debt or preferred stock; (2) revises the scope exception from derivative accounting in ASC 815-40 for freestanding financial instruments and embedded features that are both indexed to the issuer’s own stock and classified in stockholders’ equity, by removing certain criteria required for equity classification; and (3) revises the guidance in ASC 260, Earnings Per Share, to require entities to calculate diluted earnings per share (EPS) for convertible instruments by using the if-converted method. In addition, entities must presume share settlement for purposes of calculating diluted EPS when an instrument may be settled in cash or shares. For SEC filers, excluding smaller reporting companies, ASU 2020-06 is effective for fiscal years beginning after December 15, 2021 including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. For all other entities, ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Entities should adopt the guidance as of the beginning of the fiscal year of adoption and cannot adopt the guidance in an interim reporting period. The adoption of ASU 2020-06 is not expected to have any impact on the Company’s consolidated financial statements presentation or disclosures.

 

The Company’s management does not believe that any other recently issued, but not yet effective, authoritative guidance, if currently adopted, would have a material impact on the Company’s financial statement presentation or disclosures.

 

19

 

 

3. OTHER RECEIVABLES AND PREPAID EXPENSES

 

Other receivables and prepaid expenses consisted of the following at June 30, 2023 and December 31, 2022:

 

    June 30, 2023     December 31, 2022  
Deposits   $ 12,320     $ 15,546  
Prepaid expenses     19,768       9,490  
Employees’ social insurance     9,904       10,124  
Others     24,339       7,471  
Total   $ 66,331     $ 42,631  

 

4. ADVANCES TO SUPPLIERS

 

The Company had advances to suppliers of $156,745 and $168,523 as of June 30, 2023 and December 31, 2022, respectively. Advances to suppliers primarily include prepayments for products expected to be delivered subsequent to balance sheet dates.

 

5. INVENTORIES

 

Inventories consisted of the following at June 30, 2023 and December 31, 2022:

 

    June 30, 2023     December 31, 2022  
Raw material   $ 142,571     $ 62,462  
Work in process     2,742       15,315  
Finished goods-health supplements     -       521  
Drugs, pharmaceutical and nutritional products     491,936       412,129  
Food and beverage, hotel supplies and consumables     70,211       82,646  
Total   $ 707,460     $ 573,073  
Less: reserve for inventory     81,708       73,821  
Total inventories, net   $ 625,752     $ 499,252  

 

 

6. PROPERTY AND EQUIPMENT, NET

 

Property and equipment consisted of the following at June 30, 2023 and December 31, 2022:

 

    June 30, 2023     December 31, 2022  
Vehicles   $ 405,993     $ 426,836  
Office furniture     78,518       82,549  
Electronic equipment     21,231       20,607  
Machinery     1,184,382       1,241,778  
Leasehold improvements     1,083,462       1,139,087  
Other     21,914       17,485  
Total     2,795,500       2,928,342  
Less: Accumulated depreciation     (1,094,193 )     (956,549 )
Property and equipment, net   $ 1,701,307     $ 1,971,793  

 

Depreciation expense for the three months ended June 30, 2023 and 2022 was $88,509 and $26,947, respectively.

 

Depreciation expense for the six months ended June 30, 2023 and 2022 was $192,909 and $55,925, respectively

 

20

 

 

7. INTANGIBLE ASSET, NET

 

Intangible asset consisted of the following at June 30, 2023 and December 31, 2022:

 

    June 30, 2023     December 31, 2022  
Software   $ 10,675     $ 8,564  
Less: Accumulated amortization     (7,434 )     (7,295 )
Intangible asset, net   $ 3,241     $ 1,269  

 

Amortization expense for the three months ended June 30, 2023 and 2022 was $357 and $633, respectively.

 

Amortization expense for the six months ended June 30, 2023 and 2022 was $518 and $1,294, respectively.

 

8. TAXES PAYABLE

 

Taxes payable consisted of the following at June 30, 2023 and December 31, 2022:

 

    June 30, 2023     December 31, 2022  
Value-added   $ 57,316     $ 56,806  
Income     29,409       30,919  
City construction     4,148       3,746  
Education     2,966       2,184  
Other     9,797       10,445  
Taxes payable   $ 103,636     $ 104,100  

 

9. ACCRUED LIABILITIES AND OTHER PAYABLES

 

Accrued liabilities and other payables consisted of the following at June 30, 2023 and December 31, 2022:

 

    June 30, 2023     December 31, 2022  
Accrued employees’ social insurance   $ 250,302     $ 270,349  
Accrued payroll and commission     347,562       307,331  
Accrued rent expense     49,916       32,746  
Construction payable     1,217,754       1,384,674  
Payable for equipment purchase     23,689       32,278  
Accrued professional fees     194,393       233,894  
Deposit     11,084       11,308  
Other payables     48,731       83,910  
Total   $ 2,143,431     $ 2,356,490  

 

21

 

 

10. LOAN FROM THIRD PARTIES

 

As of June 30, 2023 and December 31, 2022, the Company had advances from unrelated third parties of Aixin Shangyan Hotel in an aggregate amount $82,744 and $86,992, respectively. There was no written agreement, and these loans are payable on demand and bear no interest.

 

11. LEASE

 

AiXinZhonghong leases its office on a monthly basis. AiXinZhonghong also has operating leases for other sales locations under various operating lease arrangements. The leases have remaining lease terms of approximately 0.25 to 4.92 years.

 

Aixin Shangyan Hotel leases its hotel premises under an operating lease arrangement. The lease has a remaining lease term of approximately 0.50 years.

 

Aixintang Pharmacies lease retail pharmacy stores under operating lease arrangements, with remaining lease terms of 1.46 to 3.17 years.

 

Runcangsheng leases its office under an operating lease arrangement. The lease has a remaining lease term of approximately 2.67 years.

 

Balance sheet information related to the Company’s leases is presented below:

 

 

    June 30, 2023     December 31, 2022  
Operating Leases                
Operating lease right-of-use assets   $ 682,694     $ 999,285  
                 
Operating lease liabilities – current   $ 601,626     $ 883,583  
Operating lease liability – non-current     205,903       194,725  
Total operating lease liabilities   $ 807,529     $ 1,078,308  

 

The following provides details of the Company’s lease expenses:

 

    2023     2022  
    Three Months Ended June 30,  
    2023     2022  
Operating lease expenses   $ 207,035     $ 220,203  

 

    2023     2022  
    Six Months Ended June 30,  
    2023     2022  
Operating lease expenses   $ 417,369     $ 449,445  

 

Other information related to leases is presented below:

 

    Six Months Ended June 30,  
    2023     2022  
Cash Paid for Amounts Included In Measurement of Liabilities:                
Operating cash flows from operating leases   $ 405,079       418,711  
                 
Weighted Average Remaining Lease Term:                
Operating leases     1.46 years       1.91 years  
                 
Weighted Average Discount Rate:                
Operating leases     4.75 %     4.75 %

 

22

 

 

Maturities of lease liabilities were as follows:

 

         
For the year ending December 31:        
2023 (excluding the six months ended June 30, 2023)   $ 543,223  
2024     150,094  
2025     88,611  
2026     37,969  
2027     8,274  
Thereafter     3,448  
Total lease payments     831,619  
Less: imputed interest     (24,090 )
Total lease liabilities     807,529  
Less: current portion     (601,626 )
Lease liabilities – non-current portion   $ 205,903  

 

12. RELATED PARTY TRANSACTIONS

Advances to supplier – related party

 

Advances to supplier – related party consisted of the following as of the periods indicated:

 

   June 30, 2023   December 31, 2022 
Chengdu Aixin International Travel Service Co., Ltd  $25,453   $     - 

 

Accounts payable – related party

 

Accounts payable – related party consisted of the following as of the periods indicated:

 

   June 30, 2023   December 31, 2022 
Luquan Shengcaofeng Biotechnology Co., Ltd.  $-   $165,958 

 

Luquan Shengcaofeng Biotechnology Co., Ltd. is an entity controlled by Mr. Huiliang Jiao, a Director of the Company.

 

Due from related parties

 

Due from related parties consisted of the following as of the periods indicated:

 

    June 30, 2023     December 31, 2022  
Chengdu WenJiang Aixin Nanjiang Pharmacy Co., Ltd.   $ 4,925     $ 9,708  
Sichuan Aixin Investment Co., Ltd     8,978       145  
Chengdu Fuxiang Tang Pharmacy Co., Ltd.     27,302       26,125  
Chengdu WenJiang Aixin Huiwan Pharmacy Co., Ltd.     459       -  
Chengdu Xilongwan Pharmacy Co., Ltd.     414       -  
Chengdu Heshengyuan Pharmacy Co., Ltd.     2,069       -  
Chengdu Zhiweibing Pharmacy Co., Ltd.     4,156       -  
Chengdu Tongtai Tang Pharmacy Co. Ltd.     1,089       -  
Chengdu city Wuhou District Xiaofei Pharmacy Co., Ltd     4,982       -  
Chengdu Wenjiang district Heneng hupu Pharmacy Co., Ltd     26,126       34,622  
Chengdu Cigu Foshou Pharmacy     1,514       -  
Mianyang Aixin Cunshan Pharmacy     1,540       -  
Chengdu Aixin International Travel Service Co., Ltd     359          
Chengdu Lisheng Huiren Tang Pharmacy Co., Ltd.     50,407       12,502  
Total   $ 134,320     $ 83,102  

 

Due to related parties

 

Due to related parties consisted of the following as of the periods indicated:

 

    June 30, 2023     December 31, 2022  
Quanzhong Lin   $ 109,354     $ 140,644  
Yirong Shen     85,502       89,892  
Tianming Long     1,040       -  
Sichuan Yunxi Pharmacy Co. Ltd     1,931       -  
Chengdu Yi Yan Tang Pharmacy Co. Ltd.     1,635       -  
Chengdu Aixin International travel service Co, Ltd     4,981       6,346  
Total   $ 204,443     $ 236,882  

 

The amouints due to and from related parties were for working capital purposes, payable on demand, and bear no interest. All the related party entities listed above are controlled by Mr. Quanzhong Lin (the Chairman, President and major shareholder of Aixin Life). Yirong Shen was a major shareholder of Aixin Shangyan Hotel prior to the closing of Hotel Purchase Agreement, and she serves as the supervisor of Aixin Shangyan Hotel. Tianming Long is a branch manager of Aixintang Pharmacies.

 

23

 

 

Office leases

 

In May 2014, the Company entered a lease with its major shareholder for an office. The lease term was for three years expiring in May 2017 with an option to renew. The monthly rent was RMB 5,000 ($690). The Company was required to prepay each year’s annual rent at 15th of May of each year. The Company renewed the lease until May 28, 2028 with monthly rent of RMB 5,000 ($690), payable quarterly. The future annual minimum lease payments at June 30, 2023 are $8,274, $8,274, $8,274, $8,274, and $7,585 for each of the years ended June 30, 2024, 2025, 2026, 2027, and 2028, respectively.

 

Runcangsheng has an office lease with Xiaoyan Zhou, wife of Huiliang Jiao, the Company’s Director, from March 2020 to February 2023 with a monthly rent of RMB 3,000 ($414). Runcangsheng renewed the lease until February 28, 2026 with monthly rent of RMB 5,000 ($690). The future annual minimum lease payments at June 30, 2023 are $8,274, $8,274, and $5,516 for each of the years ended June 30, 2024, 2025, and 2026, respectively.

 

13. INCOME TAXES

 

The Company was incorporated in the United States of America (“USA”) and has operations in one tax jurisdiction, i.e. the PRC. The Company generated substantially all of its sales from its operations in the PRC for the three and six months ended June 30, 2023 and 2022, and recorded income tax provision for the periods.

 

China has a tax rate of 25% for all enterprises (including foreign-invested enterprises).

 

Uncertain Tax Positions

 

Interest associated with unrecognized tax benefits are classified as income tax, and penalties are classified in selling, general and administrative expenses in the statements of operations. For the six and three months ended June 30, 2023 and 2022, the Company had no unrecognized tax benefits and related interest and penalties expenses. Currently, the Company is not subject to examination by major tax jurisdictions.

 

14. STOCKHOLDERS’ EQUITY

 

On August 17, 2020, by unanimous written consent in lieu of a meeting, the Board adopted resolutions authorizing a one (1)-for-four (4) reverse stock. The reverse stock split became effective on October 27, 2020. According to the Articles of Amendment, the Company is authorized to issue 20,000,000 shares of blank check preferred stock at $0.001 par value and 500,000,000 shares of common stock at $.00001 par value per share.

 

Pursuant to resolutions adopted by the Board of Directors and the holders of a majority of the outstanding shares of common stock of AiXin Life International, Inc. on January 6, 2023, the Company filed an amendment to its Articles of Incorporation with respect to a proposed 1 for 2 “reverse” split of its common stock (the “Amendment”). Completion of the proposed reverse stock split was to be effected on a date determined by the Board of Directors only upon receipt of notice from the Financial Industry Regulatory Authority (“FINRA”) that it would process the proposed reverse stock split. The Company received notice from FINRA and its common stock began trading on a post-split basis on February 17, 2023.

 

As a result of the reverse split, every two shares of the Company’s issued and outstanding common stock were automatically combined and converted into one issued and outstanding share of common stock. The Company has approximately 24,999,842 shares of outstanding common stock after giving effect to the reverse stock split and the elimination of fractional shares.

 

All share and earnings per share information has been retroactively adjusted to reflect the reverse stock split.

 

As of June 30, 2023, and December 31, 2022, the Company had 24,999,842 common shares issued and outstanding.

 

Stock Awards Issued for Services

 

On October 22, 2019, the Company granted and issued 18,750 shares to its employees and contractors under its 2019 Equity Incentive Plan. The stock awards were valued at $337,500 based on the post-split closing price of $18 on the grant date.

 

24

 

 

On October 24, 2019, the Company granted and issued 275,000 shares to its employees and contractors under its 2019 Equity Incentive Plan. The stock awards were valued at $1,520,200 based on the post-split closing price of $5.528 on the grant date.

 

The stock awards will vest over five (5) years from the grant date, and the grantee will forfeit a portion of the shares granted (“Shares Granted”) if the grantee is no longer employed by or contracted with the Company. Specifically, the grantee will forfeit 80% of Shares Granted if no longer employed by or contracted with the Company on the date that is one year from the grant date, forfeit 60% of Shares Granted if no longer employed by or contracted with the Company on the date that is two years from the grant date, forfeit 40% of Shares Granted if no longer employed by or contracted with the Company on the date that is three years from the grant date, and forfeit 20% of Shares Granted if no longer employed by or contracted with the Company on the date that is four years from the grant date. Effective on the 5th year from the grant date, none of the shares will be subject to forfeiture.

 

For the three months ended June 30, 2023 and 2022, stock-based compensation expenses were $92,885 and $92,885, respectively. For the six months ended June 30, 2023 and 2022, stock-based compensation expenses were $185,770 and $185,770, respectively. As of June 30, 2023, unrecognized compensation expenses related to these stock awards are $486,897. These expenses are expected to be recognized over 1.32 years.

 

Capital Contribution

 

During the six months ended June 30, 2023, the Company received capital contributions in the aggregate amount of $145,300 from Yunnan Shengshengyuan and Yun Chen, the former shareholders of Runcangsheng (see Note 1), who remained as related parties of the Company after the completion of acquisition of Runcangsheng.

 

15. STATUTORY RESERVES

 

Pursuant to the PRC corporate law, the Company is now only required to maintain one statutory reserve by appropriating from its after-tax profit before declaration or payment of dividends. The statutory reserve represents restricted retained earnings.

 

Surplus reserve fund

 

The Company is required to transfer 10% of its net income, as determined under PRC accounting rules and regulations, to a statutory surplus reserve fund until such reserve balance reaches 50% of the Company’s registered capital. During the three and six months ended June 30, 2023 and 2022, the Company make $0 and $0 contribution to statutory reserve fund.

 

The surplus reserve fund is non-distributable other than during liquidation and can be used to fund previous years’ losses, if any, and may be utilized for business expansion or converted into share capital by issuing new shares to existing shareholders in proportion to their shareholding or by increasing the par value of the shares currently held by them, provided that the remaining reserve balance after such issue is not less than 25% of the registered capital.

 

Common welfare fund

 

Common welfare fund is a voluntary fund to which the Company can elect to transfer 5% to 10% of its net income, as determined under PRC accounting rules and regulations. The Company did not make any contribution to this fund during the three and six months ended June 30, 2023 and 2022.

 

 

This fund can only be utilized on capital items for the collective benefit of the Company’s employees, such as construction of dormitories, cafeteria facilities, and other staff welfare facilities. This fund is non-distributable other than upon liquidation.

 

16. OPERATING CONTINGENCIES

 

The Company’s operations in the PRC are subject to specific considerations and significant risks not typically associated with companies in North America and Western Europe. These include risks associated with, among others, the political, economic and legal environments and foreign currency exchange. The Company’s results may be adversely affected by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, and rates and methods of taxation, among other things.

 

The Company’s sales, purchases and expenses are denominated in RMB and all of the Company’s assets and liabilities are also denominated in RMB. The RMB is not freely convertible into foreign currencies under the current law. In China, foreign exchange transactions are required by law to be transacted only by authorized financial institutions. Remittances in currencies other than RMB may require certain supporting documentation to affect the remittance.

 

25

 

 

Litigation

 

The Company is, from time to time, involved in litigation incidental to the conduct of its business regarding merchandise sold, employment matters, and litigation regarding intellectual property rights.

 

In December 2020, Jian Yiao (the “Plaintiff”) filed a complaint against Chengdu Aixintang Pharmacy Co., Ltd. (“Aixintang Pharmacy”, or the “Defendant”) in Zhangjiagang People’s Court in Jiangsu Province. The complaint alleges that Jian Yiao is entitled to $392,305 (RMB 2,500,000) from Aixintang Pharmacy for not fulfilling the contractual obligation of a purchase agreement entered in March 2020 (the “Purchase Agreement”). Aixintang Pharmacy claimed that the Purchase Agreement was falsely entered by an employee through forged documents, and that Aixintang Pharmacy did not enter the Purchase Agreement. The Court determined that Aixintang Pharmacy breached the Purchase Agreement by not delivering the products ordered and ordered Aixintang Pharmacy to pay $392,305 (RMB 2,500,000) to the Plaintiff. In December 2020, Aixintang Pharmacy filed a motion in the Jiangsu Suzhou Intermediate People’s Court against the determination reached from the first trial.

 

In February 2021, the judge in the Jiangsu Suzhou Intermediate People’s Court denied the Defendant’s motion and upheld the judgment from the first trial. In March 2021, Aixintang Pharmacy filed another motion to the Jiangsu High People’s Court on the basis that the Purchase Agreement was forged. In February 2022, Aixintang Pharmacy filed an appeal in Jiangsu High People’s Court against the judgment reached by Jiangsu Suzhou Intermediate People’s Court in February 2021. To date, this legal proceeding remains pending.

 

In November 2021, the Company and Mr. Quanzhong Lin agreed that Mr. Lin shall assume any losses arising from this legal proceeding. As such, the Company did not accrue contingent losses from this legal proceeding as of June 30, 2023.

 

The Company believes that current pending litigation will not have a material adverse effect on its consolidated financial position, results of operations or cash flows.

 

17. ACQUISITION OF SUBSIDIARIES

 

Runcangsheng

 

On July 19, 2022, the Company entered into an Equity Transfer Agreement with Yunnan Shengshengyuan Technology Co., Ltd (“Shengshengyuan”) and Yun Chen (collectively “the Sellers”), who own 95% and 5% equity interest of Yunnan Runcangsheng Technology Co., Ltd (“Runcangsheng”), respectively.

 

Under the terms of the Transfer Agreement, the Company purchased all of the outstanding equity interest of Yunnan Runcangsheng for an aggregate purchase price of RMB 31,557,820, or $4,418,095, adjusted by $116,802, the amount equal to the initial net worth estimate minus the audited net worth of Runcangsheng as of December 31, 2021.

 

In addition to transferring their respective equity interest in Runcangsheng, both Sellers agreed to forgive any loans due to them from Runcangsheng. The acquisition was completed on September 30, 2022.

 

The following table summarizes the fair values of the assets acquired and liabilities assumed at the date of acquisition. Goodwill as a result of the acquisition of Runcangsheng is calculated as follows:

 

         
Total purchase considerations   $ 4,301,293  
Estimated fair value of assets acquired:        
Cash   $ 446,381  
Accounts receivable     144,813  
Accounts receivable-related party     133,011  
Advance to suppliers     3,455  
Other receivables and prepaid expense     127,909  
Inventory     469,594  
Property and equipment     1,677,272  
Intangible assets     1,406  
Operating lease right-of-use assets     1,990  
Total assets acquired     3,005,831  
Estimated fair value of liabilities assumed:        
Accounts payable     (89,801 )
Accounts payable-related party     (160,911 )
Advance from customers     (4,790 )
Government grant     (921,473 )
Taxes payable     (21,156 )
Operating lease liability     (15,182 )
Accrued liabilities and other payables     (1,314,995 )
Total liabilities assumed     (2,528,308 )
Total net assets acquired     477,523  
Goodwill as a result of the acquisition   $ 3,823,770  

 

26

 

 

During the year ended December 31, 2022, the Company recorded a goodwill impairment equal to the goodwill resulting from the acquisition of Runcangsheng.

 

The following condensed unaudited pro forma consolidated results of operations for the Company, Runcangsheng, Aixin Shangyan Hotel and Aixintang Pharmacies for the three and six months ended June 30, 2022 present the results of operations of the Company, Runcangsheng, Aixin Shangyan Hotel, and Aixintang Pharmacies as if the acquisition of Runcangsheng occurred on January 1, 2022, respectively.

 

The pro forma results are not necessarily indicative of the actual results that would have occurred had the acquisition been completed as of the beginning of the periods presented, nor are they necessarily indicative of future consolidated results.

 

   

For the

Three Months Ended

June 30, 2022

 
Revenue   $ 548,308  
Operating costs and expenses     1,336,027  
Loss from operations     (787,719 )
Other income     30,167  
Income tax expense     473  
Net loss   $ (758,025 )

 

   

For the

Six Months Ended

June 30, 2022

 
Revenue   $ 1,050,147  
Operating costs and expenses     2,620,971  
Loss from operations     (1,570,824 )
Other income     50,768  
Income tax expense     965  
Net loss   $ (1,521,021 )

 

18. SUBSEQUENT EVENT

 

The Company follows the guidance in FASB ASC 855-10 for the disclosure of subsequent events. The Company evaluated subsequent events through the date the financial statements were issued and determined the Company has no material subsequent events.

 

27

 

 

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 the unaudited financial statements and the notes to those statements included elsewhere in this Form 10-Q and with the audited financial statements and the notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2022 (the “2022 Form 10-K”). This discussion contains forward-looking statements that involve risks and uncertainties. You should specifically consider the various risk factors identified in our 2022 Form 10-K, that could cause actual results to differ materially from those anticipated in these forward-looking statements.

 

Overview

 

In December 2017, we completed a “reverse” acquisition whereby we acquired all of the outstanding shares of AiXin (BVI) International Group Co., Ltd. a British Virgin Islands corporation (“AiXin BVI”). As a result, AiXin BVI became our wholly-owned subsidiary, and through AiXin BVI we now own all of the outstanding shares of HK AiXin International Group Co., Limited, a Hong Kong limited company (“AiXin HK”), which in turn owns all of the outstanding shares of Chengdu AiXinZhonghong Biological Technology Co., Ltd., a Chinese limited company (“AiXinZhonghong”), which began distributing nutritional products in 2013.

 

In September 2021, we completed the acquisition of nine pharmacies located in Chengdu by acquiring the entities which owned the pharmacies for an aggregate purchase price of RMB 34,635,845, or approximately US$5.31 million. Since that time, the number of our pharmacies has increased to 13.

 

Pursuant to an Equity Transfer Agreement (the “Transfer Agreement”), on September 30, 2022, we acquired all of the outstanding equity of Yunnan Runcansheng Technology Co., Ltd (“Runcansheng”) for RMB 31,557,820 (approximately USD$4.4 million), reduced by $116,802 the excess of the estimated net worth of Runcangsheng over its audited net worth as of December 31, 2021. In addition to transferring their respective equity interest in Runcangsheng, both Sellers agreed to forgive any loans due to them from Runcangsheng. Runcangsheng operates a 13,000 square meter production facility, which houses R&D centers, extraction facilities, preparation workshops and a warehouse. Runcangsheng has more than 30 sub brands and operates planting facilities where it grows some of the key ingredients used in its products. Many of the products it has developed are specifically targeted to alleviate symptoms associated with the increasingly competitive and pressured lifestyle of the Chinese middle class.

 

Runcangsheng. was established in April 2020, and is headquartered in Luquan Yi and Miao Autonomous County, Kunming City, Yunnan Province. It is focused on promoting a healthy lifestyle through the use of foods believed to promote well-being, health foods, modernized versions of traditional Chinese medical products and plant extracts. Runcangsheng cultivates many of the raw materials used in its products, compounds the materials into easy to transport and use pre-packaged foods and distributes the products at the wholesale level. As life-styles in China evolve, work pressures increase and the ingestion of meats and other western style foods increases, Runcangsheng seeks to design and market products intended to combat the increase in obesity, hypertension, insomnia and physical ailments associated with such changes. The acquisition of Runcangsheng will enable us to operate as a vertically integrated company, capable of formulating the kinds of health foods and other nutritional products and supplements suitable for our clients and marketing those products through our distribution channels.

 

In addition to our acquisitions in the health and nutritional sector, in July 2021, we completed the acquisition of Aixin Shangyan Hotel which owns and operates a hotel located in the Jinniu District, Chengdu City. The hotel covers more than 8,000 square meters and has a large restaurant that can accommodate 600 people, 6 luxury dining rooms, a 200 square meter music tea house, 13 private tea rooms, 108 guest rooms and other supporting facilities. We acquired the hotel through an acquisition of the outstanding equity of Aixin Shangyan Hotel for a purchase price of RMB 7,598,887, or approximately $1.16 million. We envision utilizing the hotel to conduct marketing events and seminars for our customers, and training sessions for our personnel at which we introduce new products and services intended to promote healthy living.

 

We intend to look for additional opportunities to profit from the growing healthcare market in China. Though currently we are not party to any agreements, we will explore, among other opportunities, expanding our product line through internal research and acquiring complementary products from third parties, acquiring additional pharmacies and other retail outlets and operating nursing homes and possibly clinics which provide medical care to clients.

 

28

 

 

Our Business

 

We are focused on providing health and wellness products to the growing middle class in China. We currently develop, manufacture, market and sell premium-quality healthcare, nutritional products and wellness supplements, including herbs and greens, traditional Chinese remedies, functional products, such as weight management tools, probiotics, foods and drinks. We also offer products purchased from third parties and provide advertising and marketing services to clients which engage us to market and distribute their products. We offer our products and those of clients for which we provide marketing services, through a diversified, omni-channel business model which generates revenues through retail and wholesale product sales, through company-owned pharmacies, direct marketing and e-commerce. Our marketing approach emphasizes proactively approaching customers such as by hosting marketing events for clients, which we believe is ideally suited to marketing the products we offer because sales of healthcare, nutritional products and supplements are strengthened by ongoing personal contact and support, coaching and education among the Company and our clients towards how to achieve a healthy and active lifestyle.

 

We believe the competitive strengths that will enable us to grow in the health and wellness market include our ability to design and manufacture products that are responsive to consumers’ needs as the life style of China’s middle class evolves, our coordinated omni-channel distribution network where we enable consumers to obtain the information they need to improve their lifestyle on our website, at our pharmacies and through individual meetings with our team members.

 

Our ability to operate profitably and generate positive cash flow will be determined by our ability to attract a large and loyal customer base and provide the information and products they need cost effectively. Our revenue will largely be determined by our ability to achieve and maintain a strong brand name and company image, the volume of products we sell and the prices we can charge for such products, which will require that we compete effectively. Our costs will largely be determined by the cost of raw materials and acquired inventory, the labor used to design and manufacture products, and the costs incurred to deliver these products to the consumer.

 

In March 2020, the World Health Organization announced that infections caused by the coronavirus disease of 2019 (“COVID-19”) had become pandemic and national, provincial and local authorities in China, including those whose jurisdictions include Chengdu, where our offices, hotel and pharmacies are located, adopted various regulations and orders, including “shelter in place” rules, restrictions on travel, mandates on the number of people that may gather in one location and closing non-essential businesses. Due to China’s enforcement of its zero-tolerance policy, Chengdu had been subject to shelter in place rules, lockdowns, restrictions on travel and other measures which negatively impacted our business operations. In particular, lockdowns, limitations on travel and limits on the number of people that may gather in one location negatively impacted our marketing efforts. China recently moved away from its reliance upon a “zero-tolerance” policy and suspended all Covid restrictions and it has been reported that the number of COVID-19 cases in China has surged after the government abandoned its zero-tolerance policy. It is likely that this sudden increase in COVID cases caused many individuals to voluntarily restrict their travel in the beginning of 2023 which could adversely impact many industries in China, including ours. Moreover, the perception that Covid-19 and other infectious diseases are on the rise, may make some potential customers reluctant to attend large gatherings or meet with members of our sales team which could limit our sales growth. We have implemented procedures to promote employee and customer safety. These measures do not significantly increase our operating costs.

 

We intend to build a reputation as a provider of premium health and wellness products that seeks to improve our customers health and well-being. Our objective is to offer a broad and deep mix of products for consumers interested in living well, whether they are looking to treat a health-related issue or simply maintain their overall wellness, Our premium, value-added offerings include both proprietary products developed and manufactured by us as well as products acquired from or sold on behalf of third parties. We believe our range of products and ability to develop new products, combined with the customer support and service we offer, differentiate us and allow us to effectively compete against food, drug and mass channel players, specialty stores, independent vitamin, supplement and natural food shops and online retailers. There is no assurance that we will achieve our business objectives.

 

29

 

 

Results of Operations

 

Three Months ended June 30, 2023 and 2022

 

The following table sets forth the results of our operations for the periods indicated as a percentage of net revenue, certain columns may not add due to rounding:

 

   Three Months Ended June 30, 
   2023   2022 
   $  

% of

Revenue

   $  

% of

Revenue

 
Revenue  $1,476,057    100%  $420,887    100%
Operating costs and expenses   1,580,825    107%   1,160,125    276%
Income (loss) from operations   (104,768)   (7)%   (739,238)   (176)%
Non-operating income, net   12,129    1%   11,442    3%
Loss before income tax   (92,639)   (7)%   (727,796)   (173)%
Income tax expense   4,907    -%   473    0.1%
Net loss  $(97,546)   (7)%  $(728,269)   (173)%

 

The following table shows our operations by business segment for the three months ended June 30, 2023 and 2022. Because Runcangsheng was acquired in September 2022, it did not contribute to our financial results for the three months ended June 30, 2022.

 

   For the Three Months Ended June 30, 
   2023   2022 
Net revenue          
Products  $692,709   $16,591 
Pharmacies   305,186    194,045 
Hotel   390,530    210,251 
Manufacture and sale   87,632    - 
Total revenues, net  $1,476,057   $420,887 
           
Operating costs and expenses          
Products          
Cost of goods sold  $264,794   $3,735 
Operating expenses   460,255    362,220 
Pharmacies          
Cost of goods sold   181,875    150,263 
Operating expenses   57,198    153,842 
Hotel          
Hotel operating costs   462,780    418,100 
Operating expenses   53,245    71,965 
Manufacture and sale          
Cost of goods sold   4,531    - 
Operating expense   96,147    - 
Total operating costs and expenses  $1,580,825   $1,160,125 
           
Loss from operations          
Products  $(32,340)  $(349,364)
Pharmacies   66,113    (110,060)
Hotel   (125,495)   (279,814)
Manufacture and sale   (13,046)   - 
Loss from operations  $(104,768)  $(739,238)

 

30

 

 

Revenue

 

Revenue was $1,476,057 in the three months ended June 30, 2023, compared to $420,887 in the same period of 2022, an increase of $1,055,170 or 251%. The increase in revenue was mainly due to increases in direct sales of our nutritional products, increases in revenues from our hotel and pharmacies, and the generation of revenue from the manufacture and sale of products by Runcangsheng which we did not own in the second quarter of 2022. For the three months ended June 30, 2023, we had $1,085,527 in product revenues (of which $692,709 were from direct sales, $305,186 were from sales at our pharmacies and $87,632 from manufacture and sale) and hotel revenue of $390,530. For three months ended of June 30, 2022, we had $210,636 product revenues (of which $16,591 were from direct sales and $194,045 represented sales at our pharmacies), and hotel revenue of $210,251.

 

Operation Costs and Expenses

 

Cost of Goods Sold

 

Cost of goods sold was $451,200 for the three months ended June 30, 2023, compared to $153,998 for the three months ended June 30, 2022, an increase of $297,202 or 193%. The increase in our cost of goods sold is attributable to the increase in direct product sales, pharmacy sales and sales by Runcangsheng. The cost of goods sold for our direct product sales as a percentage of sales was 38% in 2023, compared to 23% for 2022. The cost of goods sold for products sold through our pharmacies as a percentage of pharmacy product sales was 60% in 2023, compared to 77% in 2022. The cost of goods sold as a percentage of sales by Runcangsheng was 5% in 2023, and no comparable costs were incurred in the three months ended June 30, 2022 as the acquisition of Runcangsheng was completed in the third quarter of 2022. We were able to lower our cost of goods sold and increase our profit margin significantly as a result of the manufacturing business we acquired when we purchased Runcangsheng, which enabled us to sell products we manufactured ourselves.

 

Hotel Operating Costs

 

Hotel operating costs were $462,780 and $418,100 for the three months ended June 30, 2023 and 2022. The increase in hotel operating costs was mainly due to the increase in the hotel sales for the three months ended June 30, 2023.

 

Operating Expenses

 

Operating expenses were $666,845 for the three months ended June 30, 2023, compared to $588,027 for the same period of 2022, an increase of $78,818 or 13%. The increase in operating expenses was mainly due to the inclusion of the operating expenses of Runcangsheng.

 

Loss from Operations

 

Loss from operations was $104,768 in the three months ended June 30, 2023, compared to $739,238 in the same period of 2022, a decrease of $634,470 or 86%. The decrease in our loss from operations for 2023 was due to the increases in our revenues which decreased the losses from our direct sales activities, pharmacies and hotel, which were partly offset by the loss incurred by our new subsidiary, Runcangsheng. All of our operations were materially adversely impacted by travel and work restrictions imposed in China and Chengdu to limit the spread of COVID-19 in 2022.

 

Non-operating Income

 

Non-operating income was $12,129 for the three months ended June 30, 2023, compared to $11,442 for the three months ended June 30, 2022. For the three months ended June 30, 2023, we had interest income of $268 and other income $14,241, partly offset by other expenses of $2,380. For the three months ended June 30, 2022, we had interest income of $1,284 and other income of $10,221, partly offset by other expenses of $63.

 

31

 

 

Income Tax Expense

 

Income tax expense was $4,907 and $473 for the three months ended June 30, 2023 and 2022, respectively, an increase of $4,434 or 937% for the three months ended June 30, 2023 compared with the same period of 2022.

 

Net Loss

 

Our net loss for the three months ended June 30, 2023 was $97,546, compared to a net loss of $728,269 in the same period of 2022, a decrease of $630,723 or 87%. The decrease in the three months ended June 30, 2023 was mainly due to the increased sales which was partly offset by increased operating costs and expenses as explained above.

 

Six Months ended June 30, 2023 and 2022

 

The following table sets forth the results of our operations for the periods indicated as a percentage of net revenue, certain columns may not add due to rounding:

 

   Six Months Ended June 30, 
   2023   2022 
   $  

% of

Revenue

   $  

% of

Revenue

 
Revenue  $2,230,770    100%  $839,565    100%
Operating costs and expenses   2,887,508    129%   2,350,957    280%
Income (loss) from operations   (656,738)   (29)%   (1,511,392)   (180)%
Non-operating income, net   34,772    2%   32,007    4%
Loss before income tax   (621,966)   (28)%   (1,479,385)   (176)%
Income tax expense   5,364    -%   965    -%
Net loss  $(627,330)   (28)%  $(1,480,350)   (176)%

 

The following table shows our operations by business segment for the six months ended June 30, 2023 and 2022. Because Runcangsheng was acquired in September 2022, it did not contribute to our financial results for the six months ended June 30, 2022.

 

   For the Six Months Ended June 30, 
   2023   2022 
Net revenue          
Products  $855,969   $32,689 
Pharmacies   528,702    352,939 
Hotel   722,947    453,937 
Manufacture and sale   123,152    - 
Total revenues, net  $2,230,770   $839,565 
           
Operating costs and expenses          
Products          
Cost of goods sold  $299,528   $8,418 
Operating expenses   828,044    660,261 
Pharmacies          
Cost of goods sold   320,508    270,104 
Operating expenses   246,194    323,151 
Hotel          
Hotel operating costs   940,574    929,719 
Operating expenses   44,360    159,304 
Manufacture and sale          
Cost of goods sold   6,652    - 
Operating expenses   201,648    - 
Total operating costs and expenses  $2,887,508   $2,350,957 
           
Loss from operations          
Products  $(271,603)  $(635,990)
Pharmacies   (38,000)   (240,316)
Hotel   (261,987)   (635,086)
Manufacture and sale   (85,148)   - 
Loss from operations  $(656,738)  $(1,511,392)

 

32

 

 

Revenue

 

Revenue was $2,230,770 in the six months ending June 30, 2023, compared to $839,565 in the same period of 2022, an increase of $1,391,205 or 166%. Revenue in the 2nd quarter of 2023 was $1,476,057, an increase of 96% from revenues of $754,713 in the first quarter of 2023. The increase in revenue was mainly due to increases in direct sales of our nutritional products, increases in revenues from our hotel and pharmacies, and the generation of revenue from the manufacture and sale of products by Runcangsheng which we did not own in the first six months of 2022. For the six months ended of June 30, 2023, we had $1,507,823 in product revenues (of which $855,969 were from direct sales, $528,702 were from sales at our pharmacies and $123,152 from manufacture and sale) and hotel revenue of $722,947. For the six months ended of June 30, 2022, we had $385,628 product revenues (of which $32,689 were from direct sales and $352,939 represented sales at our pharmacies), and hotel revenue of $453,937.

 

Operation Costs and Expenses

 

Cost of Goods Sold

 

Cost of goods sold was $626,688 for the six months ended June 30, 2023, compared to $278,522 for the six months ended June 30, 2022, an increase of $348,166 or 125%. The increase in our cost of goods sold is attributable to the increase in direct product sales, pharmacy sales and sales by Runcangsheng. The cost of goods sold for our direct product sales as a percentage of sales was 35% in 2023, compared to 26% for 2022. The cost of goods sold for products sold through our pharmacies as a percentage of pharmacy product sales was 61% in 2023, compared to 77% in 2022. The cost of goods sold as a percentage of sales by Runcangsheng was 5% in 2023, and no comparable costs were incurred in the six months ended June 30, 2022 as the acquisition of Runcangsheng was completed in the third quarter of 2022. We were able to lower our cost of goods sold and increase our profit margin significantly as a result of the manufacturing business we acquired when we purchased Runcangsheng, which enabled us to sell products we manufactured ourselves.

 

Hotel Operating Costs

 

Hotel operating costs were $940,574 and $929,719 for the six months ended June 30, 2023 and 2022. The increase in hotel operating costs was mainly due to the increase in hotel sales but was partly offset by decreases in the cost of food and fruits.

 

Operating Expenses

 

Operating expenses were $1,320,246 for the six months ended June 30, 2023, compared to $1,142,716 for the same period of 2022, an increase of $177,530 or 16%. The increase in operating expenses was mainly due to the inclusion of the operating expenses of Runcangsheng.

 

Loss from Operations

 

Loss from operations was $656,738 in the six months ended June 30, 2023, compared to $1,511,392 in the same period of 2022, a decrease of $854,654 or 57%. The decrease in our loss from operations for 2023 was due to the increases in our revenues which decreased the losses from our direct sales activities, pharmacies and hotel, which were partly offset by the loss incurred by our new subsidiary, Runcangsheng. All of our operations were materially adversely impacted by travel and work restrictions imposed in China and Chengdu to limit the spread of COVID-19 in 2022.

 

33

 

 

Non-operating Income

 

Non-operating income was $34,772 for the six months ended June 30, 2023, compared to $32,007 for the six months ended June 30, 2022. For the six months ended June 30, 2023, we had interest income of $557 and other income $39,102, partly offset by other expenses of $4,887. For the six months ended June 30, 2022, we had interest income of $2,612 and other income of $29,655, partly offset by other expenses of $260.

 

Income Tax Expense

 

Income tax expense was $5,364 and $965 for the six months ended June 30, 2023 and 2022, respectively, an increase of $4,399 or 456% for the six months ended June 30, 2023 compared with the same period of 2022.

 

Net Loss

 

Our net loss for the six months ended June 30, 2023 was $627,330, compared to a net loss of $1,480,350 in the same period of 2022, a decrease of $853,020 or 58%. The decrease in the six months ended June 30, 2023 was mainly due to the increased sales which was partly offset by increased operating costs and expenses as explained above.

 

Liquidity and Capital Resources

 

During the six months ended June 30, 2023, we used $350,760 in operations. As of June 30, 2023, cash and cash equivalents were $316,905 (excluding $97,625 of restricted cash), compared to $510,128 (excluding $109,772 of restricted cash) as of December 31, 2022. At June 30, 2023, we had a working capital deficit of $2,893,918 compared to $3,346,358 at December 31, 2022.

 

The following is a summary of cash provided by or used in each of the indicated types of activities during the six months ended June 30, 2023 and 2022, respectively.

 

   June 30, 2023   June 30, 2022 
Net cash used in operating activities  $(350,760)  $(771,496)
Net cash used in investing activities  $(16,666)  $- 
Net cash provided by financing activities  $183,977   $779,015 

 

Net cash used in operating activities

 

For the six months ended June 30, 2023, net cash used in operating activities was $350,760. This reflects our net loss of $627,330, adjusted by non-cash related expenses including depreciation and amortization expense of $193,427, change in deferred tax of $902, bad debt reversal of $51,853, inventory impairment of $12,026, operating lease expense of $417,369 and stock-based compensation of $185,770, and then decreased by changes in working capital of $481,081. The cash outflow from changes in working capital mainly resulted from increases in other receivables and prepaid expense of $46,276, in unearned revenue of $6,552, in inventory of $170,052, in accounts payable from related party of $165,172, and in accrued liabilities and other payable of $65,670, and payments of lease liabilities of $405,079, partly offset by cash inflows from accounts receivable of $249,851, cash inflows from advances to suppliers, including related party of $24,890, cash inflows from accounts payable of $98,150 and taxes payable of $4,839.

 

For the six months ended June 30, 2022, net cash used in operating activities was $771,496. This reflects our net loss of $1,480,350, adjusted by non-cash related expenses including depreciation and amortization expense of $57,219, the change in deferred tax of $965, bad debt expense of $47,857, operating lease expense of $449,445 and stock-based compensation of $185,770, and then decreased by changes in working capital of $32,402. The cash outflow from changes in working capital mainly resulted from an increase in accounts receivable of $65,284, payments of lease liabilities of $418,711, a change in inventory of $72,168, unearned revenue of $10,099 and taxes payable of $7,034, which was partly offset by cash inflow from accrued liability and other payables of $346,883, other receivable and prepaid expense of $92,619, accounts payable of $89,349 and advances to suppliers of $12,043.

 

34

 

 

Net cash used in investing activities

 

For the six months ended June 30, 2023 and 2022, net cash used in investing activities was $16,666 and $0. For the six months ended June 30, 2023, net cash used in investing activities included $10,627 for the purchase of fixed assets, $2,647 for the purchase of intangible assets, and $3,392 cash disposed of at the termination of a non-operating subsidiary.

 

Net cash provided by financing activities

 

For the six months ended June 30, 2023, net cash provided by financing activities were the result of advances from related parties of $39,677 and capital contributions of $144,300.

 

For the six months ended June 30, 2022, net cash provided by financing activities were the result of advances from related parties of $779,015.

 

We substantially depleted our available cash and working capital during 2022 supporting our operations and completing the acquisition of Runcangsheng and generated a $656,738 loss from operations in the first six months of 2023. It is likely that Runcangsheng will require additional capital to achieve its short term operational goals and long range business plans. Further, we may need additional capital to maintain our other businesses. We may also have to raise additional financing as our working capital requirements are expected to increase in line with the growth of our business as a result of our acquisition of Runcangsheng. In the past we have funded our operations through proceeds from private placements of equity and advances from our principal shareholder. Should we require capital to fund our business, we intend to finance our business by raising additional capital or, when available, borrowing additional funds. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders and could cause the price of our common stock to decrease. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.

 

We are subject to all of the substantial risks inherent in the development of a new business enterprise within an extremely competitive industry. Due to the absence of a long-standing operating history and the emerging nature of the markets in which we compete, we anticipate operating losses until we can successfully implement our business strategy. Our revenue model is new and evolving, and we cannot be certain that it will be successful. The potential profitability of our business model is unproven. We may never ever achieve profitable operations. Our future operating results depend on many factors, including demand for our services, the level of competition, and the ability of our officers to manage our business and growth. As a result of the emerging nature of the market in which we compete, we may incur operating losses until such time as we can develop a substantial and stable revenue base. Additional development expenses may delay or negatively impact the ability of the Company to generate profits. Accordingly, we cannot assure you that our business model will be successful or that we can sustain revenue growth, achieve or sustain profitability, or continue as a going concern.

 

Our ability to obtain funds through the issuance of debt or equity is dependent upon the state of the financial markets at such time as we may seek to raise funds. The state of the capital market markets may be adversely impacted by various risks and uncertainties, including, but not limited to future and current impacts of global events such as COVID-19 and the war in the Ukraine, increases in inflation and other risks detailed herein.

 

Impact of Inflation

 

Our results of operations may be affected by inflation, particularly rising prices for products and other operating costs if we cannot pass such increases along to our customers in the form of higher prices for our products and services. Generally, we are not party to long term contracts and our inventory turns multiple times per year and we anticipate that we will be able to increase prices on products to reflect increases in the cost of inventory.

 

35

 

 

Contractual Obligations

 

We have no long-term fixed contractual obligations or commitments.

 

Contingencies

 

Our operations are conducted in the PRC and are subject to specific considerations and significant risks not typically associated with companies in North America and Western Europe. These include risks associated with, among others, the political, economic and legal environments in China and foreign currency exchange rates. Our results may be adversely affected by changes in PRC government policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad and rates and methods of taxation, among other things.

 

Our sales, purchases and expense transactions in China are denominated in RMB and all of our assets and liabilities in China are also denominated in RMB. The RMB is not freely convertible into foreign currencies under the current PRC law. In China, foreign exchange transactions are required by law to be transacted only by authorized financial institutions. Remittances in currencies other than RMB may require certain supporting documentation in order to affect the remittance.

 

Significant Accounting Policies

 

Our management’s discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements, which were prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported net sales and expenses during the reporting periods. On an ongoing basis, we evaluate our estimates and assumptions. We base our estimates on historical experience and various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

 

While our significant accounting policies are more fully described in Note 2 to our consolidated financial statements, we believe the following accounting policies are the most critical to assist you in fully understanding and evaluating this management discussion and analysis.

 

Basis of Presentation

 

The accompanying financial statements are prepared in conformity with U.S. Generally Accepted Accounting Principles (“US GAAP”). The functional currency of AiXinZhonghong, Aixin Shangyan Hotel, Aixintang Pharmacies and Runcangsheng is the Chinese Renminbi (“RMB”). The accompanying financial statements are translated from RMB and presented in U.S. dollars (“USD”).

 

Use of Estimates

 

In preparing financial statements in conformity with US GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period.

 

Significant estimates, required by management, include the recoverability of long-lived assets, allowance for doubtful accounts, and the reserve for obsolete and slow-moving inventories. Actual results could differ from those estimates.

 

36

 

 

Accounts Receivable

 

We maintain an allowance for potential credit losses on accounts receivable. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy of these reserves. As of June 30, 2023 and December 31, 2022, the bad debt allowance was $200,044 and $272,550, respectively.

 

Revenue Recognition

 

Revenue from sale of goods under Topic 606 is recognized in a manner that reasonably reflects the delivery of our products and services to customers in return for expected consideration and includes the following elements:

 

  executed contract(s) with customers that we believe are legally enforceable;
     
  identification of performance obligation in the respective contract;
     
  determination of the transaction price for each performance obligation in the respective contract;
     
  allocation of the transaction price to each performance obligation; and
     
  recognition of revenue only when we satisfy each performance obligation.

 

Our revenue recognition policies for our operating segments are as follows:

 

Products

 

Our revenue from sales of products is recognized when goods are delivered to the customer and no other obligation exists. We do not provide unconditional return or other concessions to customers. Our sales policy allows for the return of unopened products for cash after deducting certain service and transaction fees. As an alternative to returning a product, customers may request an exchange for products with the same value.

 

Product sales revenue represents the invoiced value of goods, net of value-added taxes (“VAT”). All of our products sold in China are subject to the PRC VAT of 17% of the gross sales price prior to May 1, 2018, 16% since May 1, 2018 and 13% since April 1, 2019. This VAT may be offset by VAT paid by for raw materials and other materials purchased in China. We record VAT payables and VAT receivables net of payments in the financial statements. The VAT tax return is filed offsetting the payables against the receivables. Sales and purchases are recorded net of VAT collected and paid as we act as an agent for the government.

 

Pharmacies

 

Our retail drugstores recognize revenue at the time the customer takes possession of the merchandise. For pharmacy sales, each prescription claim is its own arrangement with the customer and is a performance obligation. We generally receive payment from pharmacy customers we satisfy our performance obligations. We record a receivable when we have an unconditional right to receive payment and only the passage of time is required before payment is due. Sales revenue represents the invoiced value of goods, net of VAT. All of the products sold in our pharmacies are exempt from VAT as the pharmacies qualify for a small business exemption.

 

37

 

 

Manufacture and Sale

 

The Company’s new subsidiary Runcangsheng recognizes revenue at the time products are shipped as this satisfies its performance obligation. The Company records a receivable for the sales when it has an unconditional right to receive payment and only the passage of time is required before payment is due. Sales revenue represents the invoiced value of goods, net of value-added taxes (“VAT”). All of the Company’s products sold in China are subject to the PRC VAT of 13% unless it is a qualified small business subject to exemption.

 

Hotel

 

Hotel revenues are primarily derived from the rental of rooms, food and beverage sales and other ancillary goods and services, including but not limited to souvenir, parking and conference reservations. Each of these products and services represents a distinct performance obligation and, in exchange for these services, we receive fixed amounts based on published rates or negotiated contracts. Payment is due in full at the time when the services are rendered or the goods are provided. Room rental revenue is recognized on a daily basis when rooms are occupied. Food and beverage revenue and other goods and services revenue are recognized when they have been delivered or rendered to the guests as the respective performance obligations are satisfied. All of the hotel’s goods sold in China are subject to the PRC VAT of 6%. This VAT may be offset by VAT paid by on raw materials and other materials purchased in China.

 

Item 4. Controls and Procedures.

 

Disclosure Controls and Procedures

 

Management of AiXin Life International, Inc. is responsible for maintaining disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. In addition, the disclosure controls and procedures must ensure that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required financial and other required disclosures.

 

An evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13(a)-15(e) and 15(d)-15(e) of the Exchange Act as of June 30, 2023, was carried out under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer. Based on their evaluation of our disclosure controls and procedures, they concluded that at June 30, 2023, such disclosure controls and procedures were not effective. This was due to our limited resources, including the absence of a financial staff with accounting and financial expertise and deficiencies in the design or operation of our internal control over financial reporting that adversely affected our disclosure controls and that may be considered to be “material weaknesses.”

 

We plan to designate individuals responsible for identifying reportable developments and to implement procedures designed to remediate the material weakness by focusing additional attention and resources in our internal accounting functions. However, the material weakness will not be considered remediated until the applicable remedial controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.

 

Changes in Internal Control over Financial Reporting

 

There have not been any changes in our internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during our most recently completed fiscal quarter which is the subject of this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

38

 

 

PART II – OTHER INFORMATION

 

Item 1A. Risk Factors

 

Reference is made to the risks and uncertainties disclosed in Item 1A (“Risk Factors”) of our 2022 Form 10-K and in the “Risk Factors” section in our registration Statement on Form S-1, as amended on July 25, 2023 (the “Registration Statement”), which are incorporated by reference into this report. Prospective investors are encouraged to consider the risks described in the 2022 Form 10-K, the Registration Statement, Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in this report and other information publicly disclosed or contained in documents we file with the Securities and Exchange Commission before purchasing our securities.

 

Item 6. Exhibits

 

Exhibit

No.

  Description
     
31.1   Certification of Chief Executive Officer pursuant to Rule 13a-14 or Rule 15d-14 of Securities Exchange Act of 1934.
     
31.2   Certification of Chief Financial Officer pursuant to Rule 13a-14 or Rule 15d-14 of Securities Exchange Act of 1934.
     
32.1   Certification of Chief Executive Officer pursuant to Section 906 of Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350).
     
32.2   Certification of Chief Financial Officer pursuant to Section 906 of Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350).
     
101.INS   Inline XBRL Instance Document
101.SCH   Inline XBRL Taxonomy Extension Schema
101.CAL   Inline XBRL Taxonomy Extension Calculation
101.DEF   Inline XBRL Taxonomy Extension Definition
101.LAB   Inline XBRL Taxonomy Extension Label
101.PRE   Inline XBRL Taxonomy Extension Presentation
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

39

 

 

SIGNATURES

 

Pursuant to the requirements of section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  AIXIN LIFE INTERNATIONAL, INC.
     
Dated: August 18, 2023 By: /s/ Quanzhong Lin
    Quanzhong Lin
    President and Chief Executive Officer
    (Principal Executive Officer)

 

40

 

Exhibit 31.1

 

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO RULE 13a-14(a) UNDER THE EXCHANGE ACT

 

I, Quanzhong Lin, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of AiXin Life International, Inc.

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

 

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

 

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Dated: August 18, 2023  
   
/s/ Quanzhong Lin  
Quanzhong Lin  
Chief Executive Officer (Principal Executive Officer)  

 

 

 

 

Exhibit 31.2

 

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO RULE 13a-14(a) UNDER THE EXCHANGE ACT

 

I, Tianfeng Li, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of AiXin Life International, Inc.

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

 

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

 

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Dated: August 18, 2023  
   
/s/ Tianfeng Li  
Tianfeng Li  
Chief Financial Officer (Principal Financial Officer)  

 

 

 

 

Exhibit 32.1

 

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(18 U.S.C. SECTION 1350)

 

In connection with the Quarterly Report of AiXin Life International, Inc., a Colorado corporation (the “Company”), on Form 10-Q for the period ended June 30, 2023, as filed with the Securities and Exchange Commission (the “Report”) Quanzhong Lin, Chief Executive Officer of the Company, does hereby certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. ss. 1350), that:

 

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

 

Dated: August 18, 2023

 

/s/ Quanzhong Lin  
Quanzhong Lin  
Chief Executive Officer (Principal Executive Officer)  

 

[A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.]

 

 

 

 

Exhibit 32.2

 

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(18 U.S.C. SECTION 1350)

 

In connection with the Quarterly Report of AiXin Life International, Inc., a Colorado corporation (the “Company”), on Form 10-Q for the period ended June 30, 2023, as filed with the Securities and Exchange Commission (the “Report”), Tianfeng Li, Chief Financial Officer of the Company, does hereby certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. ss. 1350), that:

 

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

 

Dated: August 18, 2023

 

/s/ Tianfeng Li  

Tianfeng Li

 
Chief Financial Officer (Principal Financial Officer)  

 

[A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company. and furnished to the Securities and Exchange Commission or its staff upon request.]

 

 

 

v3.23.2
Cover - shares
6 Months Ended
Jun. 30, 2023
Aug. 11, 2023
Cover [Abstract]    
Document Type 10-Q  
Amendment Flag false  
Document Quarterly Report true  
Document Transition Report false  
Document Period End Date Jun. 30, 2023  
Document Fiscal Period Focus Q2  
Document Fiscal Year Focus 2023  
Current Fiscal Year End Date --12-31  
Entity File Number 0-17284  
Entity Registrant Name AIXIN LIFE INTERNATIONAL, INC.  
Entity Central Index Key 0000835662  
Entity Tax Identification Number 84-1085935  
Entity Incorporation, State or Country Code CO  
Entity Address, Address Line One Hongxing International Business Building 2, 14th FL  
Entity Address, Address Line Two No. 69 Qingyun South Ave.  
Entity Address, Address Line Three Jinjiang District  
Entity Address, City or Town Chengdu City  
Entity Address, Country CN  
City Area Code 86  
Local Phone Number 313-6732526  
Title of 12(b) Security Common Stock, $0.00001 Par Value  
Trading Symbol AIXN  
Entity Current Reporting Status Yes  
Entity Interactive Data Current No  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   24,999,842
v3.23.2
Consolidated Balance Sheets - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Current assets    
Cash and cash equivalents $ 316,905 $ 510,128
Restricted cash 97,625 109,772
Accounts receivable, including related parties, net 345,500 562,581
Other receivables and prepaid expenses 66,331 42,631
Advances to suppliers, including related party 156,745 168,523
Inventory, net 625,752 499,252
Due from related parties 134,320 83,102
Total current assets 1,743,178 1,975,989
Property and equipment, net 1,701,307 1,971,793
Intangible asset, net 3,241 1,269
Goodwill, net
Deferred tax asset 13,934 15,556
Security deposit 82,744 86,992
Operating lease right-of-use assets 682,694 999,285
Total assets 4,227,098 5,050,884
Current liabilities    
Accounts payable 470,770 398,469
Accounts payable-related party 165,958
Unearned revenue 126,484 139,502
Taxes payable 103,636 104,100
Accrued liabilities and other payables 2,143,431 2,356,490
Government grant 903,962 950,371
Loan from third parties 82,744 86,992
Operating lease liabilities 601,626 883,583
Due to related parties 204,443 236,882
Total current liabilities 4,637,096 5,322,347
Operating lease liabilities - non-current 205,903 194,725
Total liabilities 4,842,999 5,517,072
Stockholders’ deficit    
Undesignated preferred stock, $0.001 par value, 20,000,000 shares authorized, none issued and outstanding
Common stock, par value $0.00001 per share, 500,000,000 shares authorized; 24,999,842 shares issued and outstanding as of June 30, 2023 and December 31, 2022 250 250
Additional paid in capital 14,789,653 14,458,583
Statutory reserve 151,988 151,988
Accumulated deficit (15,757,028) (15,249,858)
Accumulated other comprehensive income 199,236 172,849
Total stockholders’ deficit (615,901) (466,188)
Total liabilities and stockholders’ deficit 4,227,098 5,050,884
Related Party [Member]    
Current assets    
Due from related parties 134,320 83,102
Current liabilities    
Due to related parties $ 204,443 $ 236,882
v3.23.2
Consolidated Balance Sheets (Parenthetical) - $ / shares
Jun. 30, 2023
Dec. 31, 2022
Statement of Financial Position [Abstract]    
Undesignated preferred stock, par value $ 0.001 $ 0.001
Undesignated preferred stock, shares authorized 20,000,000 20,000,000
Undesignated preferred stock, shares issued 0 0
Undesignated preferred stock, shares outstanding 0 0
Common stock, par value $ 0.00001 $ 0.00001
Common stock, shares authorized 500,000,000 500,000,000
Common stock, shares issued 24,999,842 24,999,842
Common stock, shares outstanding 24,999,842 24,999,842
v3.23.2
Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Sales revenue:        
Total revenue, net $ 1,476,057 $ 420,887 $ 2,230,770 $ 839,565
Operating costs and expenses        
Cost of goods sold 451,200 153,998 626,688 278,522
Hotel operating costs 462,780 418,100 940,574 929,719
Selling 226,575 200,032 417,848 389,618
General and administrative 355,422 274,675 768,481 519,471
(Reversal of) provision for bad debts (8,037) 20,435 (51,853) 47,857
Stock-based compensation 92,885 92,885 185,770 185,770
Total operating costs and expenses 1,580,825 1,160,125 2,887,508 2,350,957
Loss from operations (104,768) (739,238) (656,738) (1,511,392)
Non-operating income (expenses)        
Interest income 268 1,284 557 2,612
Other income 14,241 10,221 39,102 29,655
Other expenses (2,380) (63) (4,887) (260)
Total non-operating income, net 12,129 11,442 34,772 32,007
Loss before income tax (92,639) (727,796) (621,966) (1,479,385)
Income tax expense 4,907 473 5,364 965
Net loss (97,546) (728,269) (627,330) (1,480,350)
Other comprehensive items        
Foreign currency translation gain (loss) 1,845 (44,948) 26,387 (13,084)
Comprehensive loss $ (95,701) $ (773,217) $ (600,943) $ (1,493,434)
Income per share - basic $ (0.004) $ (0.029) $ (0.025) $ (0.059)
Income per share - diluted $ (0.004) $ (0.029) $ (0.025) $ (0.059)
Weighted average shares outstanding - basic 24,999,842 24,999,842 24,999,842 24,999,842
Weighted average shares outstanding - diluted 24,999,842 24,999,842 24,999,842 24,999,842
Product [Member]        
Sales revenue:        
Total revenue, net $ 1,085,527 $ 210,636 $ 1,507,823 $ 385,628
Room Revenues [Member]        
Sales revenue:        
Total revenue, net 221,643 63,723 398,902 94,716
Food and Beverage Revenues [Member]        
Sales revenue:        
Total revenue, net 144,747 111,725 278,485 292,519
Other [Member]        
Sales revenue:        
Total revenue, net $ 24,140 $ 34,803 $ 45,560 $ 66,702
v3.23.2
Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited) - USD ($)
Common Stock [Member]
Additional Paid-in Capital [Member]
Statutory Reserves [Member]
Retained Earnings [Member]
AOCI Attributable to Parent [Member]
Total
Beginning balance value at Dec. 31, 2021 $ 250 $ 14,087,043 $ 151,988 $ (8,880,613) $ 710,823 $ 6,069,491
Beginning balance, shares at Dec. 31, 2021 24,999,842          
Stock-based compensation 92,885 92,885
Net loss (752,081) (752,081)
Foreign currency translation 31,864 31,864
Ending balance value at Mar. 31, 2022 $ 250 14,179,928 151,988 (9,632,694) 742,687 5,442,159
Ending balance, shares at Mar. 31, 2022 24,999,842          
Beginning balance value at Dec. 31, 2021 $ 250 14,087,043 151,988 (8,880,613) 710,823 6,069,491
Beginning balance, shares at Dec. 31, 2021 24,999,842          
Net loss           (1,480,350)
Foreign currency translation           (13,084)
Ending balance value at Jun. 30, 2022 $ 250 14,272,813 151,988 (10,360,963) 697,739 4,761,827
Ending balance, shares at Jun. 30, 2022 24,999,842          
Beginning balance value at Mar. 31, 2022 $ 250 14,179,928 151,988 (9,632,694) 742,687 5,442,159
Beginning balance, shares at Mar. 31, 2022 24,999,842          
Stock-based compensation 92,885 92,885
Net loss (728,269) (728,269)
Foreign currency translation (44,948) (44,948)
Ending balance value at Jun. 30, 2022 $ 250 14,272,813 151,988 (10,360,963) 697,739 4,761,827
Ending balance, shares at Jun. 30, 2022 24,999,842          
Beginning balance value at Dec. 31, 2022 $ 250 14,458,583 151,988 (15,249,858) 172,849 (466,188)
Beginning balance, shares at Dec. 31, 2022 24,999,842          
Stock-based compensation 92,885 92,885
Disposal of subsidiary 120,160 120,160
Net loss (529,784) (529,784)
Foreign currency translation 24,542 24,542
Ending balance value at Mar. 31, 2023 $ 250 14,551,468 151,988 (15,659,482) 197,391 (758,385)
Ending balance, shares at Mar. 31, 2023 24,999,842          
Beginning balance value at Dec. 31, 2022 $ 250 14,458,583 151,988 (15,249,858) 172,849 (466,188)
Beginning balance, shares at Dec. 31, 2022 24,999,842          
Net loss           (627,330)
Foreign currency translation           26,387
Ending balance value at Jun. 30, 2023 $ 250 14,789,653 151,988 (15,757,028) 199,236 (615,901)
Ending balance, shares at Jun. 30, 2023 24,999,842          
Beginning balance value at Mar. 31, 2023 $ 250 14,551,468 151,988 (15,659,482) 197,391 (758,385)
Beginning balance, shares at Mar. 31, 2023 24,999,842          
Stock-based compensation 92,885 92,885
Net loss (97,546) (97,546)
Foreign currency translation 1,845 1,845
Capital contribution 145,300 145,300
Ending balance value at Jun. 30, 2023 $ 250 $ 14,789,653 $ 151,988 $ (15,757,028) $ 199,236 $ (615,901)
Ending balance, shares at Jun. 30, 2023 24,999,842          
v3.23.2
Consolidated Statements of Cash Flows (Unaudited) - USD ($)
6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:    
Net loss $ (627,330) $ (1,480,350)
Adjustments required to reconcile net loss to net cash used in operating activities:    
Depreciation and amortization 193,427 57,219
(Reversal of) provision for bad debts (51,853) 47,857
Provision for inventory reserve 12,026
Operating lease expense 417,369 449,445
Stock-based compensation 185,770 185,770
Deferred tax 902 965
Changes in assets and liabilities:    
Accounts receivable 249,851 (65,284)
Other receivables and prepaid expenses (46,276) 92,619
Advances to suppliers, including related party 24,890 12,043
Inventory (170,052) (72,168)
Accounts payable 98,150 89,349
Accounts payable - related party (165,172)
Unearned revenue (6,552) (10,099)
Taxes payable 4,839 (7,034)
Payment of lease liability (405,079) (418,711)
Accrued liabilities and other payables (65,670) 346,883
Net cash used in operating activities (350,760) (771,496)
CASH FLOWS FROM INVESTING ACTIVITIES:    
Cash disposed at disposal of subsidiary (3,392)
Purchase of property and equipment (10,627)
Purchase of intangible asset (2,647)
Net cash used in investing activities (16,666)
CASH FLOWS FROM FINANCING ACTIVITIES:    
Net proceeds from related parties 39,677 779,015
Capital contribution 144,300
Net cash provided by financing activities 183,977 779,015
EFFECT OF EXCHANGE RATE CHANGE ON CASH AND RESTRICTED CASH (21,921) (417,088)
NET DECREASE IN CASH AND RESTRICTED CASH (205,370) (409,569)
CASH AND RESTRICTED CASH, BEGINNING OF PERIOD 619,900 8,600,853
CASH AND RESTRICTED CASH, END OF PERIOD 414,530 8,191,284
Supplemental Cash flow data:    
Income tax paid
Interest paid
v3.23.2
ORGANIZATION AND DESCRIPTION OF BUSINESS
6 Months Ended
Jun. 30, 2023
Accounting Policies [Abstract]  
ORGANIZATION AND DESCRIPTION OF BUSINESS

1. ORGANIZATION AND DESCRIPTION OF BUSINESS

 

Aixin Life International, Inc. (the “Company” or “Aixin Life” or “we”) was incorporated under the laws of the State of Colorado on December 30, 1987. On February 2, 2017, Mr. Quanzhong Lin (Mr. Lin) purchased 65.0% of the Company’s outstanding shares from China Concentric Capital Group for $300,000, pursuant to a Stock Purchase Agreement dated December 21, 2016, which resulted in a change in control of the Company.

 

On December 12, 2017, pursuant to a Share Exchange Agreement, in consideration for all of the outstanding shares of AiXin (BVI) International Group Co., Ltd. a British Virgin Islands corporation (“AiXin BVI”), the Company issued to Mr. Lin, the sole stockholder of AiXin BVI, shares of common stock then representing 71% of the outstanding of common stock of the Company.

 

As a result of the Share Exchange, AiXin BVI became the Company’s wholly-owned subsidiary, and the Company now owns all of the outstanding shares of HK AiXin International Group Co., Limited, a Hong Kong limited company (“AiXin HK”), which in turn owns all of the outstanding shares of Chengdu AiXinZhonghong Biological Technology Co., Ltd., a Chinese limited company (“AiXinZhonghong”), which markets and sells premium-quality nutritional products in China.

 

AiXin BVI was incorporated on September 21, 2017 as a holding company and AiXin HK was established in Hong Kong on February 25, 2016 as an intermediate holding company. AiXinZhonghong was established in the People’s Republic of China (“PRC”) on March 4, 2013, and on May 27, 2017, the local government of the PRC issued a certificate of approval regarding the foreign ownership of AiXinZhonghong by AiXin HK. Neither AiXin BVI nor AiXin HK had operations prior to December 12, 2017.

 

For accounting purposes, the acquisition of AiXin BVI was accounted for as a reverse acquisition and treated as a recapitalization of the Company effected by a share exchange, with AiXin BVI as the accounting acquirer. Since neither AiXin BVI nor AiXin HK had operations prior to December 12, 2017, the historical consolidated financial statements of AiXinZhonghong are now the historical consolidated financial statements of the Company. The assets and liabilities of AiXinZhonghong were brought forward at their book value and no goodwill was recognized.

 

Effective February 1, 2018, the Company changed its name to AiXin Life International, Inc. (“Aixin Life”).

 

The Company, through its indirectly owned AiXinZhonghong subsidiary, develops and distributes consumer products by offering a line of nutritional products. The Company sells the products through exhibition events, conferences, and person-to-person marketing. Beginning in 2019, the Company began to provide advertising services to clients who engaged the Company to help distribute their products. The Company’s business mainly focuses on a proactive approach to its customers such as hosting events for clients, which it believes is ideally suited to marketing its products because sales of nutrition products are strengthened by ongoing personal contact and support, coaching and education of its clients, as to the benefits of a healthy and active lifestyle.

 

On May 25, 2021, AiXin HK entered into an Equity Transfer Agreement (the “Hotel Purchase Agreement”) with Chengdu Aixin Shangyan Hotel Management Co., Ltd (“Aixin Shangyan Hotel”), and its two shareholders Quanzhong Lin and Yirong Shen (“Transferor”). Pursuant to the Hotel Purchase Agreement, Aixin Life purchased 100% ownership of Aixin Shangyan Hotel from Transferor. Eighty percent of the equity of Aixin Shangyan Hotel was owned by Mr. Lin, and the remaining balance was owned by Ms. Shen. Under the terms of the Hotel Purchase Agreement, Aixin Life purchased all of the outstanding equity of Aixin Shangyan Hotel for a purchase price of RMB 7,598,887, or approximately $1.16 million (the “Transfer Price”). The Transfer Price will be reduced by an amount equal to any amounts paid or distributed by Aixin Shangyan Hotel to the Transferor after December 31, 2020 and will be increased by an amount equal to any amounts contributed to Aixin Shangyan Hotel by the Transferor after December 31, 2020. The acquisition was completed in July 2021.

 

 

On June 2, 2021, AiXin HK entered into an Equity Transfer Agreement (the “Pharmacies Purchase Agreement”) with Chengdu Aixintang Pharmacy Co., Ltd. and certain affiliated entities, each of which operates a pharmacy (together, “Aixintang Pharmacies”) and its three shareholders, Quanzhong Lin, Ting Li and Xiao Ling Li (“Transferor”). Mr. Lin owned in excess of 95% of the outstanding equity the Aixintang Pharmacies. The remaining equity interest was owned by Ting Li and Xiao Ling Li. Pursuant to the Pharmacies Purchase Agreement, AiXin HK purchased all of the outstanding equity of Aixintang Pharmacies for an aggregate purchase price of RMB 34,635,845, or approximately US$5.31 million (the “Transfer Price”). The Transfer Price will be reduced by an amount equal to any amounts paid or distributed by any of the Aixintang Pharmacies to the Transferor after December 31, 2020 and increased by an amount contributed to any of the Aixintang Pharmacies by the Transferor after such date. The acquisition was completed in September 2021.

 

On July 19, 2022, HK Aixin entered into an Equity Transfer Agreement with Yunnan Shengshengyuan Technology Co., Ltd, (“Yunnan Shengshengyuan”) and Yun Chen (together, the “Sellers”), the shareholders of Yunnan Runcangsheng Technology Company Ltd. (“Runcangsheng”). Yunnan Shengshengyuan owns in excess of 95% of the outstanding equity of Runcangsheng. The remaining equity interest is owned by Yun Chen. Pursuant to the Transfer Agreement, HK Aixin agreed to purchase all of the outstanding equity of Runcangsheng for an aggregate purchase price of $4,418,095 (RMB 31,557,820), adjusted by $116,802 the amount equal to the initial net worth minus the audited net worth. In addition to transferring their respective equity interest in Runcangsheng by the Sellers, both Sellers agree to forgive any loans Runcangsheng due to them. The acquisition was completed on September 30, 2022 (see Note 17).

 

On February 17, 2023, the Company effected a 1 for 2 reverse stock split. As a result of the reverse split, every two shares of the Company’s issued and outstanding common stock will be automatically combined and converted into one issued and outstanding share of common stock, par value $0.00001 per share. The Company has approximately 24,999,842 shares of outstanding common stock after the effect of reverse stock split and the elimination of fractional shares. All share and earnings per share information has been retroactively adjusted to reflect the reverse stock split.

 

v3.23.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
6 Months Ended
Jun. 30, 2023
Accounting Policies [Abstract]  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accompanying consolidated financial statements are prepared in conformity with U.S. Generally Accepted Accounting Principles (“US GAAP”). The functional currency of AiXinZhonghong, Aixin Shangyan Hotel, Aixintang Pharmacies, and Runcangsheng is the Chinese Renminbi (“RMB”). The accompanying consolidated financial statements are translated from RMB and presented in U.S. dollars (“USD”).

 

The consolidated financial statements include the accounts of the Company and its current wholly owned subsidiaries, AiXin HK, AiXinZhonghong, Aixin Shangyan Hotel, Aixintang Pharmacies, and Runcangsheng. Intercompany transactions and accounts were eliminated in consolidation. These unaudited interim financial statements should be read in conjunction with the annual consolidated financial statements and the accompanying notes contained in our Annual Report on Form 10-K for the year ended December 31, 2022.

 

Unaudited Interim Financial Information

 

These unaudited interim financial statements have been prepared in accordance with GAAP for interim financial reporting and the rules and regulations of the Securities and Exchange Commission that permit reduced disclosure for interim periods. Therefore, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. In the opinion of management, all adjustments of a normal recurring nature necessary for a fair presentation of the financial position, results of operations and cash flows for the periods presented have been made. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for the year ending December 31, 2023.

 

 

Going Concern

 

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The realization of assets and the satisfaction of liabilities in the normal course of business are dependent on, among other things, the Company’s ability to operate profitably, to generate cash flows from operations, and to pursue financing arrangements to support its working capital requirements.

 

The Company has suffered losses from operations of $104,768 and $739,238 for the three months ended June 30, 2023 and 2022, and $656,738 and $1,511,392 for the six months ended June 30, 2023 and 2022, respectively, and used net cash in operating activities of $350,760 and $771,496 for the six months ended June 30, 2023 and 2022, respectively, and has an accumulated deficit of $15,757,028 as of June 30, 2023. These facts and conditions raise substantial doubt about the Company’s ability to continue as a going concern. From January 1, 2023 through June 30, 2023, the Company’s cash and cash equivalents decreased from $510,128 to $316,905 mainly due to operating losses, and the use of cash to support operating activities.

 

Management believes that it has developed a liquidity plan, summarized below, that, if executed successfully, should provide sufficient liquidity to meet the Company’s obligations as they become due for a reasonable period of time, and allow the development of its core business. The plan includes:

 

● Gaining positive cash-inflow from operating activities through continuous cost reductions and the sales of higher margin products.

 

● Raising cash through loans from related parties and potential equity offerings.

 

While the Company’s management believes that the measures in its liquidity plan including those described above will be adequate to satisfy its liquidity requirements for the twelve months after the date that these financial statements are issued, there is no assurance that the liquidity plan will be successfully implemented. Failure to successfully implement the liquidity plan may have a material adverse effect on its business, results of operations and financial position, and may adversely affect its ability to continue as a going concern. These consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded assets or the amounts and classification of liabilities or any other adjustments that might be necessary should the Company be unable to continue as a going concern.

 

The Invasion of Ukraine

 

The invasion of Ukraine by the Russian Federation had an immediate impact on the global economy resulting in higher prices for oil and other commodities. The United States, United Kingdom, European Union and other countries responded to Russia’s invasion of Ukraine by imposing various economic sanctions and bans. Russia has responded with its own retaliatory measures. These measures have disrupted financial and economic markets. The global impact of these measures is continually evolving and cannot be predicted with certainty and there is no assurance that Russia’s invasion of Ukraine and responses thereto will not further disrupt the global economy and financial markets.

 

While the invasion of Ukraine and responses thereto have not interrupted the Company’s operations, these or future developments resulting from the invasion of Ukraine could make it difficult to access debt and equity capital on attractive terms, if at all, and impact the Company’s ability to fund business activities, including proposed acquisitions.

 

Use of Estimates

 

In preparing consolidated financial statements in conformity with US GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the consolidated financial statements, as well as the reported amounts of revenues and expenses during the reporting period.

 

Significant estimates required by management, include the recoverability of long-lived assets, allowance for doubtful accounts, and the reserve for obsolete and slow-moving inventories. Actual results could differ from those estimates.

 

 

Reclassification

 

Certain prior period amounts have been reclassified to conform to the current period presentation and had no effect on previously reported consolidated net income (loss) or accumulated deficit.

 

Cash and Cash Equivalents

 

For financial statement purposes, the Company considers all highly liquid investments with an original maturity of three months or less to be cash and cash equivalents.

 

Restricted Cash

 

The restricted cash was cash maintained in temporarily frozen bank accounts held by Aixintang Pharmacy and its branches by the court for a judgement against Aixintang Pharmacy which Aixintang Pharmacy is in the process of appealing (see Note 16 – litigation).

 

Accounts Receivable

 

The Company’s policy is to maintain an allowance for potential credit losses on accounts receivable. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy of these reserves. As of June 30, 2023 and December 31, 2022, the bad debt allowance was $200,044 and $272,550 respectively.

 

The following table summarizes the activity related to the Company’s Accounts Receivable allowance for doubtful accounts for the six months ended June 30, 2023 and 2022:

 

    2023     2022  
    For the Six Months ended June 30,  
    2023     2022  
             
Beginning balance   $ 272,550     $ 213,787  
(Reversal of) provision for bad debts     -       47,857  
Recoveries/Write offs     (51,853 )     -  
Effect of translation     (20,653 )     (11,933 )
Ending balance   $ 200,044     $ 249,711  

 

Inventories

 

Inventories mainly consists of health supplements, drugs, pharmaceutical and nutritional products, food and beverage, hotel supplies and consumables. Inventories are valued at the lower of average cost or market, cost being determined on a moving weighted average method at the end of the month. Management compares the cost of inventories with the net realizable value and an allowance is made for writing down inventories to market value, if lower. The Company recorded provision for inventory reserve of $12,026 and $0 for the six months ended June 30, 2023 and 2022, respectively.

 

Property and Equipment

 

Property and equipment are stated at cost, less accumulated depreciation, and impairment losses, if any. Major repairs and betterments that significantly extend original useful lives or improve productivity are capitalized and depreciated over the period benefited. Maintenance and repairs are expensed as incurred. When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts, and any gain or loss is included in operations. Depreciation of property and equipment is provided using the straight-line method for substantially all assets with 5% salvage value and estimated lives as follows:

 

Office furniture     5 years  
Electronic equipment     2-3 years  
Machinery     3 years  
Leasehold improvements     3 years  
Vehicles     5 years  

 

 

Impairment of Long-Lived Assets

 

Long-lived assets, which include property and equipment and intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable, but at least annually.

 

Recoverability of long-lived assets to be held and used is measured by comparing the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by it. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds its fair value. Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable. Based on its review, the Company believes that, as of June 30, 2023 and December 31, 2022, there were no significant impairments of its long-lived assets.

 

Goodwill

 

The Company evaluates goodwill for impairment annually or more frequently when an event occurs or circumstances change that indicate the carrying value may not be recoverable. In testing goodwill for impairment, the Company may elect to utilize a qualitative assessment to evaluate whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the qualitative assessment indicates that goodwill impairment is more likely than not, the Company performs a two-step impairment test. The Company tests goodwill for impairment under the two-step impairment test by first comparing the book value of net assets to the fair value of the reporting units. If the fair value is determined to be less than the book value or qualitative factors indicate that it is more likely than not that goodwill is impaired, a second step is performed to compute the amount of impairment as the difference between the estimated fair value of goodwill and the carrying value. The Company estimates the fair value of the reporting units using discounted cash flows. Forecasts of future cash flows are based on our best estimate of future net sales and operating expenses, based primarily on expected category expansion, pricing, market segment share, and general economic conditions.

 

The Company completed the required testing of goodwill for impairment as of December 31, 2022, and determined that goodwill was impaired because of the current financial condition of the Company and the Company’s inability to generate future operating income without substantial sales volume increases, which are highly uncertain. Furthermore, the uncertainty of the future cash flows indicates that the recoverability of goodwill is not reasonably assured.

 

The goodwill write-down was reflected as an impairment loss, $3,823,770, in non-operating expenses in the statement of operations and comprehensive income (loss) during the year ended December 31, 2022.

 

Income Taxes

 

Income taxes are accounted for using an asset and liability method. 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. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

 

 

The Company follows Accounting Standards Codification (“ASC”) Topic 740, which prescribes a more-likely-than-not threshold for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740 also provides guidance on recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, accounting for income taxes in interim periods, and income tax disclosures.

 

Under ASC Topic 740, when tax returns are filed, it is likely that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the consolidated financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50% likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Interest associated with unrecognized tax benefits is classified as interest expense and penalties are classified in selling, general and administrative expenses in the statement of income.

 

At June 30, 2023 and December 31, 2022, the Company did not take any uncertain positions that would necessitate recording a tax related liability.

 

Revenue Recognition

 

Revenue from sale of goods under Topic 606 is recognized in a manner that reasonably reflects the delivery of the Company’s products and services to customers in return for expected consideration and includes the following elements:

 

  executed contract(s) with customers that the Company believes is legally enforceable;
     
  identification of performance obligation in the respective contract;
     
  determination of the transaction price for each performance obligation in the respective contract;
     
  allocation of the transaction price to each performance obligation; and
     
  recognition of revenue only when the Company satisfies each performance obligation.

 

The Company’s revenue recognition policies for its various operating segments are as follows:

 

Products

 

The Company’s revenue from sales of products is recognized when goods are delivered to the customer and no other obligation exists. The Company does not provide unconditional return or other concessions to the customer. The Company’s sales policy allows for the return of unopened products for cash after deducting certain service and transaction fees. As an alternative to the product return option, the customers have the option of asking for an exchange for products with the same value.

 

Sales revenue of AiXin Zhonghong represents the invoiced value of goods, net of value-added taxes (“VAT”). All of the Company’s products sold in China are subject to the PRC VAT of 13% since April 1, 2019. This VAT may be offset by VAT paid by the Company on raw materials and other materials purchased in China. The Company records VAT payable and VAT receivable net of payments in the financial statements. The VAT tax return is filed offsetting the payables against the receivables. Sales and purchases are recorded net of VAT collected and paid as the Company acts as an agent for the government.

 

 

Hotel

 

Hotel revenues are primarily derived from the rental of rooms, food and beverage sales and other ancillary goods and services, including but not limited to souvenir, parking and conference reservation. Each of these products and services represents a distinct performance obligation and, in exchange for these services, the Company receives fixed amounts based on published rates or negotiated contracts. Payment is due in full at the time when the services are rendered or the goods are provided. Room rental revenue is recognized on a daily basis when rooms are occupied. Food and beverage revenue and other goods and services revenue are recognized when they have been delivered or rendered to the guests as the respective performance obligations are satisfied. All of the hotel’s goods sold in China are subject to the PRC VAT of 6%. This VAT may be offset by VAT paid by the Company on raw materials and other materials purchased in China.

 

Pharmacies

 

The Company’s retail drugstores (Aixintang Pharmacies) recognize revenue at the time the customer takes possession of the merchandise. For pharmacy sales, each prescription claim is its own arrangement with the customer and is a performance obligation. Aixintang Pharmacies generally receives payments from customers as it satisfies its performance obligations. The Company records a receivable when it has an unconditional right to receive payment and only the passage of time is required before payment is due. Sales revenue represents the invoiced value of goods, net of VAT. All of Aixintang Pharmacies’ products sold in China are eligible for the PRC VAT of 0% as it qualifies as a small business.

 

Manufacture and Sale

 

The Company’s new subsidiary Runcangsheng recognizes revenue at the time products are shipped as this satisfies its performance obligation. The Company records a receivable for its sales when it has an unconditional right to receive payment and only the passage of time is required before payment is due. Sales revenue represents the invoiced value of goods, net of value-added taxes (“VAT”). All of the Company’s products sold in China are subject to the PRC VAT of 13% unless it is a qualified small business subject to exemption.

 

Unearned Revenue

 

The Company’s unearned revenue primarily consists of advances received from customers for the purchase of products prior to the delivery of goods, and for the rental of hotel rooms prior to the delivery of service. The delivery of products and room rental services is (normally within one year) based upon contract terms and customer demand.

 

Concentration of Credit Risk

 

The operations of the Company are in the PRC. Accordingly, the Company’s business, financial condition, and results of operations may be influenced by the political, economic, and legal environments in the PRC, and by the general state of the PRC economy.

 

The Company has cash on hand and demand deposits in accounts maintained with state-owned banks within the PRC. Cash in state-owned banks is covered by insurance up to RMB 500,000 ($72,500) per bank. The Company has not experienced any losses in such accounts and believes they are not exposed to any risks on its cash in these bank accounts.

 

During the three and six months ended June 30, 2023 and 2022, the Company had no customer that accounted for over 10% of its total revenue.

 

During the three months ended June 30, 2023, the Company had one supplier that accounted for 15% of its total purchases.

 

During the six months ended June 30, 2023, the Company had two suppliers that accounted for 15% and 13%, respectively, of its total purchases.

 

During the three months ended June 30, 2022, the Company had one supplier that accounted for 23% of its total purchases.

 

During the six months ended June 30, 2022, the Company had one supplier that accounted for 12% of its total purchases.

 

 

Leases

 

The Company determines if an arrangement is a lease at inception under FASB ASC Topic 842, Right of Use Assets (“ROU”) and lease liabilities are recognized at commencement date based on the present value of remaining lease payments over the lease term. For this purpose, the Company considers only payments that are fixed and determinable at the time of commencement. As most of its leases do not provide an implicit rate, it uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company’s incremental borrowing rate is a hypothetical rate based on its understanding of what its credit rating would be. The ROU assets include adjustments for prepayments and accrued lease payments. The ROU asset also includes any lease payments made prior to commencement and is recorded net of any lease incentives received. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that it will exercise such options.

 

ROU assets are reviewed for impairment when indicators of impairment are present. ROU assets from operating and finance leases are subject to the impairment guidance in ASC 360, Property, Plant, and Equipment, as ROU assets are long-lived nonfinancial assets.

 

ROU assets are tested for impairment individually or as part of an asset group if the cash flows related to the ROU asset are not independent from the cash flows of other assets and liabilities. An asset group is the unit of accounting for long-lived assets to be held and used, which represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. The Company recognized no impairment of ROU assets as of June 30, 2023 and December 31, 2022. Operating leases are included in operating lease ROU and operating lease liabilities (current and non-current), on the consolidated balance sheets.

 

Statement of Cash Flows

 

In accordance with ASC Topic 230, “Statement of Cash Flows,” cash flows from the Company’s operations are calculated based on the local currencies using the average translation rates. As a result, amounts related to assets and liabilities reported on the consolidated statements of cash flows will not necessarily agree with changes in the corresponding balances on the consolidated balance sheets.

 

Fair Value of Financial Instruments

 

The carrying amounts of certain of the Company’s financial instruments, including cash and cash equivalents, accrued liabilities and accounts payable, approximate their fair value due to their short maturities. FASB ASC Topic 825, “Financial Instruments,” requires disclosure of the fair value of financial instruments held by the Company. The carrying amounts reported in the consolidated balance sheets for current liabilities each qualify as financial instruments and are a reasonable estimate of their fair value because of the short period of time between the origination of such instruments and their expected realization and the current market rate of interest.

 

Fair Value Measurements and Disclosures

 

ASC Topic 820, “Fair Value Measurements and Disclosures,” defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The three levels are defined as follow:

 

  Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
  Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
  Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement.

 

As of June 30, 2023 and December 31, 2022, the Company did not identify any assets and liabilities that are required to be presented on the balance sheet at fair value.

 

 

Foreign Currency Translation and Comprehensive Income (Loss)

 

The functional currency of the Company is RMB. For financial reporting purposes, RMB is translated into USD as the reporting currency. Assets and liabilities are translated at the exchange rate in effect at the balance sheet dates. Revenues and expenses are translated at the average rate of exchange prevailing during the reporting period.

 

Translation adjustments arising from the use of different exchange rates from period to period are included as a component of stockholders’ equity as “Accumulated other comprehensive income”. Gains and losses resulting from foreign currency transactions are included in income. There was no significant fluctuation in the exchange rate for the conversion of RMB to USD after the balance sheet date.

 

The Company uses FASB ASC Topic 220, “Comprehensive Income”. Comprehensive loss is comprised of net loss and all changes to the statements of stockholders’ equity, except those due to investments by stockholders, changes in paid-in capital and distributions to stockholders. Comprehensive income (loss) for the three and six months ended June 30, 2023 and 2022 consisted of net income (loss) and foreign currency translation adjustments.

 

Earnings per Share

 

Basic income (loss) per share is computed on the basis of the weighted average number of common shares outstanding during the period.

 

Dilution is computed by applying the treasury stock method for options and warrants. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period.

 

As of June 30, 2023 and December 31, 2022, the Company did not have any potentially dilutive instruments.

 

Stock-Based Compensation

 

The Company periodically grants stock options, warrants and awards to employees and non-employees in non-capital raising transactions as compensation for services rendered. The Company accounts for stock option, stock warrant and stock award grants to employees based on the authoritative guidance provided by the FASB where the value of the award is measured on the date of grant and recognized over the vesting period. The Company accounts for stock option, stock warrant and stock award grants to non-employees in accordance with the authoritative guidance of the FASB where the value of the stock compensation is determined based upon the measurement date at either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete. Stock-based compensation charges generally are amortized over the vesting period on a straight-line basis. In certain circumstances where there are no future performance requirements by the employees and non-employees, option, warrant and award grants are immediately vested and the total stock-based compensation charge is recorded in the period of the measurement date.

 

Segment Reporting

 

ASC Topic 280, “Segment Reporting,” requires use of the “management approach” model for segment reporting. The management approach model is based on the way a company’s chief operating decision maker organizes segments within the Company for making operating decisions assessing performance and allocating resources. Reportable segments are based on products and services, geography, legal structure, management structure, or any other manner in which management disaggregates a company.

 

The Company manages its business as four operating segments, products, pharmacies, hotel, and manufacture and sales, all of which are located in the PRC. All of its revenues are derived in the PRC. All long-lived assets are located in PRC.

 

 

The following table shows the Company’s operations by business segment for the three months ended June 30, 2023 and 2022.

 

    2023     2022  
    For the Three Months Ended June 30,  
    2023     2022  
Net revenue                
Products   $ 692,709     $ 16,591  
Pharmacies     305,186       194,045  
Hotel     390,530       210,251  
Manufacture and sale     87,632       -  
Total revenues, net   $ 1,476,057     $ 420,887  
                 
Operating costs and expenses                
Products                
Cost of goods sold   $ 264,794     $ 3,735  
Operating expenses     460,255       362,220  
Pharmacies                
Cost of goods sold     181,875       150,263  
Operating expenses     57,198       153,842  
Hotel                
Hotel operating costs     462,780       418,100  
Operating expenses     53,245       71,965  
Manufacture and sale                
Cost of goods sold     4,531       -  
Operating expenses     96,147       -  
Total operating costs and expenses   $ 1,580,825     $ 1,160,125  
                 
Loss from operations                
Products   $ (32,340 )   $ (349,364 )
Pharmacies     66,113       (110,060 )
Hotel     (125,495 )     (279,814 )
Manufacture and sale     (13,046 )     -  
Loss from operations   $ (104,768 )   $ (739,238 )

 

 

The following table shows the Company’s operations by business segment for the six months ended June 30, 2023 and 2022.

 

    2023     2022  
    For the Six Months Ended June 30,  
    2023     2022  
Net revenue                
Products   $ 855,969     $ 32,689  
Pharmacies     528,702       352,939  
Hotel     722,947       453,937  
Manufacture and sale     123,152       -  
Total revenues, net   $ 2,230,770     $ 839,565  
                 
Operating costs and expenses                
Products                
Cost of goods sold   $ 299,528     $ 8,418  
Operating expenses     828,044       660,261  
Pharmacies                
Cost of goods sold     320,508       270,104  
Operating expenses     246,194       323,151  
Hotel                
Hotel operating costs     940,574       929,719  
Operating expenses     44,360       159,304  
Manufacture and sale                
Cost of goods sold     6,652       -  
Operating expenses     201,648       -  
Total operating costs and expenses   $ 2,887,508     $ 2,350,957  
                 
Loss from operations                
Products   $ (271,603 )   $ (635,990 )
Pharmacies     (38,000 )     (240,316 )
Hotel     (261,987 )     (635,086 )
Manufacture and sale     (85,148 )     -  
Loss from operations   $ (656,738 )   $ (1,511,392 )

 

Segment assets   As of
June 30, 2023
    As of
December 31, 2022
 
Products   $ 358,219     $ 410,754  
Pharmacies     693,631       758,675  
Hotel     677,666       970,385  
Manufacture and sale     2,497,582       2,911,070  
Total assets   $ 4,227,098     $ 5,050,884  

 

As the acquisition of Runcangsheng was consummated as of September 30, 2022 (see Note 17), the revenues and operating results of the manufacture and sale segment were included in the financial statements of the Company beginning on October 1, 2022.

 

 

New Accounting Pronouncements

 

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326), which requires entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022. Early application will be permitted for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company is currently evaluating the impact that the standard will have on its consolidated financial statements.

 

In January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment. The guidance removes Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its FV, not to exceed the carrying amount of goodwill. The guidance should be adopted on a prospective basis. As a smaller reporting company, the standard will be effective for the Company for interim and annual reporting periods beginning after December 15, 2022, with early adoption permitted. The adoption of ASU 2017-04 is not expected to have any impact on the Company’s consolidated financial statements presentation or disclosures.

 

In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470- 20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity. This ASU (1) simplifies the accounting for convertible debt instruments and convertible preferred stock by removing the existing guidance in ASC 470-20, Debt: Debt with Conversion and Other Options, that requires entities to account for beneficial conversion features and cash conversion features in equity, separately from the host convertible debt or preferred stock; (2) revises the scope exception from derivative accounting in ASC 815-40 for freestanding financial instruments and embedded features that are both indexed to the issuer’s own stock and classified in stockholders’ equity, by removing certain criteria required for equity classification; and (3) revises the guidance in ASC 260, Earnings Per Share, to require entities to calculate diluted earnings per share (EPS) for convertible instruments by using the if-converted method. In addition, entities must presume share settlement for purposes of calculating diluted EPS when an instrument may be settled in cash or shares. For SEC filers, excluding smaller reporting companies, ASU 2020-06 is effective for fiscal years beginning after December 15, 2021 including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. For all other entities, ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Entities should adopt the guidance as of the beginning of the fiscal year of adoption and cannot adopt the guidance in an interim reporting period. The adoption of ASU 2020-06 is not expected to have any impact on the Company’s consolidated financial statements presentation or disclosures.

 

The Company’s management does not believe that any other recently issued, but not yet effective, authoritative guidance, if currently adopted, would have a material impact on the Company’s financial statement presentation or disclosures.

 

 

v3.23.2
OTHER RECEIVABLES AND PREPAID EXPENSES
6 Months Ended
Jun. 30, 2023
Other Receivables And Prepaid Expenses  
OTHER RECEIVABLES AND PREPAID EXPENSES

3. OTHER RECEIVABLES AND PREPAID EXPENSES

 

Other receivables and prepaid expenses consisted of the following at June 30, 2023 and December 31, 2022:

 

    June 30, 2023     December 31, 2022  
Deposits   $ 12,320     $ 15,546  
Prepaid expenses     19,768       9,490  
Employees’ social insurance     9,904       10,124  
Others     24,339       7,471  
Total   $ 66,331     $ 42,631  

 

v3.23.2
ADVANCES TO SUPPLIERS
6 Months Ended
Jun. 30, 2023
Advances To Suppliers  
ADVANCES TO SUPPLIERS

4. ADVANCES TO SUPPLIERS

 

The Company had advances to suppliers of $156,745 and $168,523 as of June 30, 2023 and December 31, 2022, respectively. Advances to suppliers primarily include prepayments for products expected to be delivered subsequent to balance sheet dates.

 

v3.23.2
INVENTORIES
6 Months Ended
Jun. 30, 2023
Inventory Disclosure [Abstract]  
INVENTORIES

5. INVENTORIES

 

Inventories consisted of the following at June 30, 2023 and December 31, 2022:

 

    June 30, 2023     December 31, 2022  
Raw material   $ 142,571     $ 62,462  
Work in process     2,742       15,315  
Finished goods-health supplements     -       521  
Drugs, pharmaceutical and nutritional products     491,936       412,129  
Food and beverage, hotel supplies and consumables     70,211       82,646  
Total   $ 707,460     $ 573,073  
Less: reserve for inventory     81,708       73,821  
Total inventories, net   $ 625,752     $ 499,252  

 

 

v3.23.2
PROPERTY AND EQUIPMENT, NET
6 Months Ended
Jun. 30, 2023
Property, Plant and Equipment [Abstract]  
PROPERTY AND EQUIPMENT, NET

6. PROPERTY AND EQUIPMENT, NET

 

Property and equipment consisted of the following at June 30, 2023 and December 31, 2022:

 

    June 30, 2023     December 31, 2022  
Vehicles   $ 405,993     $ 426,836  
Office furniture     78,518       82,549  
Electronic equipment     21,231       20,607  
Machinery     1,184,382       1,241,778  
Leasehold improvements     1,083,462       1,139,087  
Other     21,914       17,485  
Total     2,795,500       2,928,342  
Less: Accumulated depreciation     (1,094,193 )     (956,549 )
Property and equipment, net   $ 1,701,307     $ 1,971,793  

 

Depreciation expense for the three months ended June 30, 2023 and 2022 was $88,509 and $26,947, respectively.

 

Depreciation expense for the six months ended June 30, 2023 and 2022 was $192,909 and $55,925, respectively

 

 

v3.23.2
INTANGIBLE ASSET, NET
6 Months Ended
Jun. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]  
INTANGIBLE ASSET, NET

7. INTANGIBLE ASSET, NET

 

Intangible asset consisted of the following at June 30, 2023 and December 31, 2022:

 

    June 30, 2023     December 31, 2022  
Software   $ 10,675     $ 8,564  
Less: Accumulated amortization     (7,434 )     (7,295 )
Intangible asset, net   $ 3,241     $ 1,269  

 

Amortization expense for the three months ended June 30, 2023 and 2022 was $357 and $633, respectively.

 

Amortization expense for the six months ended June 30, 2023 and 2022 was $518 and $1,294, respectively.

 

v3.23.2
TAXES PAYABLE
6 Months Ended
Jun. 30, 2023
Taxes Payable  
TAXES PAYABLE

8. TAXES PAYABLE

 

Taxes payable consisted of the following at June 30, 2023 and December 31, 2022:

 

    June 30, 2023     December 31, 2022  
Value-added   $ 57,316     $ 56,806  
Income     29,409       30,919  
City construction     4,148       3,746  
Education     2,966       2,184  
Other     9,797       10,445  
Taxes payable   $ 103,636     $ 104,100  

 

v3.23.2
ACCRUED LIABILITIES AND OTHER PAYABLES
6 Months Ended
Jun. 30, 2023
Payables and Accruals [Abstract]  
ACCRUED LIABILITIES AND OTHER PAYABLES

9. ACCRUED LIABILITIES AND OTHER PAYABLES

 

Accrued liabilities and other payables consisted of the following at June 30, 2023 and December 31, 2022:

 

    June 30, 2023     December 31, 2022  
Accrued employees’ social insurance   $ 250,302     $ 270,349  
Accrued payroll and commission     347,562       307,331  
Accrued rent expense     49,916       32,746  
Construction payable     1,217,754       1,384,674  
Payable for equipment purchase     23,689       32,278  
Accrued professional fees     194,393       233,894  
Deposit     11,084       11,308  
Other payables     48,731       83,910  
Total   $ 2,143,431     $ 2,356,490  

 

 

v3.23.2
LOAN FROM THIRD PARTIES
6 Months Ended
Jun. 30, 2023
Debt Disclosure [Abstract]  
LOAN FROM THIRD PARTIES

10. LOAN FROM THIRD PARTIES

 

As of June 30, 2023 and December 31, 2022, the Company had advances from unrelated third parties of Aixin Shangyan Hotel in an aggregate amount $82,744 and $86,992, respectively. There was no written agreement, and these loans are payable on demand and bear no interest.

 

v3.23.2
LEASE
6 Months Ended
Jun. 30, 2023
Leases [Abstract]  
LEASE

11. LEASE

 

AiXinZhonghong leases its office on a monthly basis. AiXinZhonghong also has operating leases for other sales locations under various operating lease arrangements. The leases have remaining lease terms of approximately 0.25 to 4.92 years.

 

Aixin Shangyan Hotel leases its hotel premises under an operating lease arrangement. The lease has a remaining lease term of approximately 0.50 years.

 

Aixintang Pharmacies lease retail pharmacy stores under operating lease arrangements, with remaining lease terms of 1.46 to 3.17 years.

 

Runcangsheng leases its office under an operating lease arrangement. The lease has a remaining lease term of approximately 2.67 years.

 

Balance sheet information related to the Company’s leases is presented below:

 

 

    June 30, 2023     December 31, 2022  
Operating Leases                
Operating lease right-of-use assets   $ 682,694     $ 999,285  
                 
Operating lease liabilities – current   $ 601,626     $ 883,583  
Operating lease liability – non-current     205,903       194,725  
Total operating lease liabilities   $ 807,529     $ 1,078,308  

 

The following provides details of the Company’s lease expenses:

 

    2023     2022  
    Three Months Ended June 30,  
    2023     2022  
Operating lease expenses   $ 207,035     $ 220,203  

 

    2023     2022  
    Six Months Ended June 30,  
    2023     2022  
Operating lease expenses   $ 417,369     $ 449,445  

 

Other information related to leases is presented below:

 

    Six Months Ended June 30,  
    2023     2022  
Cash Paid for Amounts Included In Measurement of Liabilities:                
Operating cash flows from operating leases   $ 405,079       418,711  
                 
Weighted Average Remaining Lease Term:                
Operating leases     1.46 years       1.91 years  
                 
Weighted Average Discount Rate:                
Operating leases     4.75 %     4.75 %

 

 

Maturities of lease liabilities were as follows:

 

         
For the year ending December 31:        
2023 (excluding the six months ended June 30, 2023)   $ 543,223  
2024     150,094  
2025     88,611  
2026     37,969  
2027     8,274  
Thereafter     3,448  
Total lease payments     831,619  
Less: imputed interest     (24,090 )
Total lease liabilities     807,529  
Less: current portion     (601,626 )
Lease liabilities – non-current portion   $ 205,903  

 

v3.23.2
RELATED PARTY TRANSACTIONS
6 Months Ended
Jun. 30, 2023
Related Party Transactions [Abstract]  
RELATED PARTY TRANSACTIONS

12. RELATED PARTY TRANSACTIONS

Advances to supplier – related party

 

Advances to supplier – related party consisted of the following as of the periods indicated:

 

   June 30, 2023   December 31, 2022 
Chengdu Aixin International Travel Service Co., Ltd  $25,453   $     - 

 

Accounts payable – related party

 

Accounts payable – related party consisted of the following as of the periods indicated:

 

   June 30, 2023   December 31, 2022 
Luquan Shengcaofeng Biotechnology Co., Ltd.  $-   $165,958 

 

Luquan Shengcaofeng Biotechnology Co., Ltd. is an entity controlled by Mr. Huiliang Jiao, a Director of the Company.

 

Due from related parties

 

Due from related parties consisted of the following as of the periods indicated:

 

    June 30, 2023     December 31, 2022  
Chengdu WenJiang Aixin Nanjiang Pharmacy Co., Ltd.   $ 4,925     $ 9,708  
Sichuan Aixin Investment Co., Ltd     8,978       145  
Chengdu Fuxiang Tang Pharmacy Co., Ltd.     27,302       26,125  
Chengdu WenJiang Aixin Huiwan Pharmacy Co., Ltd.     459       -  
Chengdu Xilongwan Pharmacy Co., Ltd.     414       -  
Chengdu Heshengyuan Pharmacy Co., Ltd.     2,069       -  
Chengdu Zhiweibing Pharmacy Co., Ltd.     4,156       -  
Chengdu Tongtai Tang Pharmacy Co. Ltd.     1,089       -  
Chengdu city Wuhou District Xiaofei Pharmacy Co., Ltd     4,982       -  
Chengdu Wenjiang district Heneng hupu Pharmacy Co., Ltd     26,126       34,622  
Chengdu Cigu Foshou Pharmacy     1,514       -  
Mianyang Aixin Cunshan Pharmacy     1,540       -  
Chengdu Aixin International Travel Service Co., Ltd     359          
Chengdu Lisheng Huiren Tang Pharmacy Co., Ltd.     50,407       12,502  
Total   $ 134,320     $ 83,102  

 

Due to related parties

 

Due to related parties consisted of the following as of the periods indicated:

 

    June 30, 2023     December 31, 2022  
Quanzhong Lin   $ 109,354     $ 140,644  
Yirong Shen     85,502       89,892  
Tianming Long     1,040       -  
Sichuan Yunxi Pharmacy Co. Ltd     1,931       -  
Chengdu Yi Yan Tang Pharmacy Co. Ltd.     1,635       -  
Chengdu Aixin International travel service Co, Ltd     4,981       6,346  
Total   $ 204,443     $ 236,882  

 

The amouints due to and from related parties were for working capital purposes, payable on demand, and bear no interest. All the related party entities listed above are controlled by Mr. Quanzhong Lin (the Chairman, President and major shareholder of Aixin Life). Yirong Shen was a major shareholder of Aixin Shangyan Hotel prior to the closing of Hotel Purchase Agreement, and she serves as the supervisor of Aixin Shangyan Hotel. Tianming Long is a branch manager of Aixintang Pharmacies.

 

 

Office leases

 

In May 2014, the Company entered a lease with its major shareholder for an office. The lease term was for three years expiring in May 2017 with an option to renew. The monthly rent was RMB 5,000 ($690). The Company was required to prepay each year’s annual rent at 15th of May of each year. The Company renewed the lease until May 28, 2028 with monthly rent of RMB 5,000 ($690), payable quarterly. The future annual minimum lease payments at June 30, 2023 are $8,274, $8,274, $8,274, $8,274, and $7,585 for each of the years ended June 30, 2024, 2025, 2026, 2027, and 2028, respectively.

 

Runcangsheng has an office lease with Xiaoyan Zhou, wife of Huiliang Jiao, the Company’s Director, from March 2020 to February 2023 with a monthly rent of RMB 3,000 ($414). Runcangsheng renewed the lease until February 28, 2026 with monthly rent of RMB 5,000 ($690). The future annual minimum lease payments at June 30, 2023 are $8,274, $8,274, and $5,516 for each of the years ended June 30, 2024, 2025, and 2026, respectively.

 

v3.23.2
INCOME TAXES
6 Months Ended
Jun. 30, 2023
Income Tax Disclosure [Abstract]  
INCOME TAXES

13. INCOME TAXES

 

The Company was incorporated in the United States of America (“USA”) and has operations in one tax jurisdiction, i.e. the PRC. The Company generated substantially all of its sales from its operations in the PRC for the three and six months ended June 30, 2023 and 2022, and recorded income tax provision for the periods.

 

China has a tax rate of 25% for all enterprises (including foreign-invested enterprises).

 

Uncertain Tax Positions

 

Interest associated with unrecognized tax benefits are classified as income tax, and penalties are classified in selling, general and administrative expenses in the statements of operations. For the six and three months ended June 30, 2023 and 2022, the Company had no unrecognized tax benefits and related interest and penalties expenses. Currently, the Company is not subject to examination by major tax jurisdictions.

 

v3.23.2
STOCKHOLDERS’ EQUITY
6 Months Ended
Jun. 30, 2023
Equity [Abstract]  
STOCKHOLDERS’ EQUITY

14. STOCKHOLDERS’ EQUITY

 

On August 17, 2020, by unanimous written consent in lieu of a meeting, the Board adopted resolutions authorizing a one (1)-for-four (4) reverse stock. The reverse stock split became effective on October 27, 2020. According to the Articles of Amendment, the Company is authorized to issue 20,000,000 shares of blank check preferred stock at $0.001 par value and 500,000,000 shares of common stock at $.00001 par value per share.

 

Pursuant to resolutions adopted by the Board of Directors and the holders of a majority of the outstanding shares of common stock of AiXin Life International, Inc. on January 6, 2023, the Company filed an amendment to its Articles of Incorporation with respect to a proposed 1 for 2 “reverse” split of its common stock (the “Amendment”). Completion of the proposed reverse stock split was to be effected on a date determined by the Board of Directors only upon receipt of notice from the Financial Industry Regulatory Authority (“FINRA”) that it would process the proposed reverse stock split. The Company received notice from FINRA and its common stock began trading on a post-split basis on February 17, 2023.

 

As a result of the reverse split, every two shares of the Company’s issued and outstanding common stock were automatically combined and converted into one issued and outstanding share of common stock. The Company has approximately 24,999,842 shares of outstanding common stock after giving effect to the reverse stock split and the elimination of fractional shares.

 

All share and earnings per share information has been retroactively adjusted to reflect the reverse stock split.

 

As of June 30, 2023, and December 31, 2022, the Company had 24,999,842 common shares issued and outstanding.

 

Stock Awards Issued for Services

 

On October 22, 2019, the Company granted and issued 18,750 shares to its employees and contractors under its 2019 Equity Incentive Plan. The stock awards were valued at $337,500 based on the post-split closing price of $18 on the grant date.

 

 

On October 24, 2019, the Company granted and issued 275,000 shares to its employees and contractors under its 2019 Equity Incentive Plan. The stock awards were valued at $1,520,200 based on the post-split closing price of $5.528 on the grant date.

 

The stock awards will vest over five (5) years from the grant date, and the grantee will forfeit a portion of the shares granted (“Shares Granted”) if the grantee is no longer employed by or contracted with the Company. Specifically, the grantee will forfeit 80% of Shares Granted if no longer employed by or contracted with the Company on the date that is one year from the grant date, forfeit 60% of Shares Granted if no longer employed by or contracted with the Company on the date that is two years from the grant date, forfeit 40% of Shares Granted if no longer employed by or contracted with the Company on the date that is three years from the grant date, and forfeit 20% of Shares Granted if no longer employed by or contracted with the Company on the date that is four years from the grant date. Effective on the 5th year from the grant date, none of the shares will be subject to forfeiture.

 

For the three months ended June 30, 2023 and 2022, stock-based compensation expenses were $92,885 and $92,885, respectively. For the six months ended June 30, 2023 and 2022, stock-based compensation expenses were $185,770 and $185,770, respectively. As of June 30, 2023, unrecognized compensation expenses related to these stock awards are $486,897. These expenses are expected to be recognized over 1.32 years.

 

Capital Contribution

 

During the six months ended June 30, 2023, the Company received capital contributions in the aggregate amount of $145,300 from Yunnan Shengshengyuan and Yun Chen, the former shareholders of Runcangsheng (see Note 1), who remained as related parties of the Company after the completion of acquisition of Runcangsheng.

 

v3.23.2
STATUTORY RESERVES
6 Months Ended
Jun. 30, 2023
Statutory Reserves  
STATUTORY RESERVES

15. STATUTORY RESERVES

 

Pursuant to the PRC corporate law, the Company is now only required to maintain one statutory reserve by appropriating from its after-tax profit before declaration or payment of dividends. The statutory reserve represents restricted retained earnings.

 

Surplus reserve fund

 

The Company is required to transfer 10% of its net income, as determined under PRC accounting rules and regulations, to a statutory surplus reserve fund until such reserve balance reaches 50% of the Company’s registered capital. During the three and six months ended June 30, 2023 and 2022, the Company make $0 and $0 contribution to statutory reserve fund.

 

The surplus reserve fund is non-distributable other than during liquidation and can be used to fund previous years’ losses, if any, and may be utilized for business expansion or converted into share capital by issuing new shares to existing shareholders in proportion to their shareholding or by increasing the par value of the shares currently held by them, provided that the remaining reserve balance after such issue is not less than 25% of the registered capital.

 

Common welfare fund

 

Common welfare fund is a voluntary fund to which the Company can elect to transfer 5% to 10% of its net income, as determined under PRC accounting rules and regulations. The Company did not make any contribution to this fund during the three and six months ended June 30, 2023 and 2022.

 

 

This fund can only be utilized on capital items for the collective benefit of the Company’s employees, such as construction of dormitories, cafeteria facilities, and other staff welfare facilities. This fund is non-distributable other than upon liquidation.

 

v3.23.2
OPERATING CONTINGENCIES
6 Months Ended
Jun. 30, 2023
Commitments and Contingencies Disclosure [Abstract]  
OPERATING CONTINGENCIES

16. OPERATING CONTINGENCIES

 

The Company’s operations in the PRC are subject to specific considerations and significant risks not typically associated with companies in North America and Western Europe. These include risks associated with, among others, the political, economic and legal environments and foreign currency exchange. The Company’s results may be adversely affected by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, and rates and methods of taxation, among other things.

 

The Company’s sales, purchases and expenses are denominated in RMB and all of the Company’s assets and liabilities are also denominated in RMB. The RMB is not freely convertible into foreign currencies under the current law. In China, foreign exchange transactions are required by law to be transacted only by authorized financial institutions. Remittances in currencies other than RMB may require certain supporting documentation to affect the remittance.

 

 

Litigation

 

The Company is, from time to time, involved in litigation incidental to the conduct of its business regarding merchandise sold, employment matters, and litigation regarding intellectual property rights.

 

In December 2020, Jian Yiao (the “Plaintiff”) filed a complaint against Chengdu Aixintang Pharmacy Co., Ltd. (“Aixintang Pharmacy”, or the “Defendant”) in Zhangjiagang People’s Court in Jiangsu Province. The complaint alleges that Jian Yiao is entitled to $392,305 (RMB 2,500,000) from Aixintang Pharmacy for not fulfilling the contractual obligation of a purchase agreement entered in March 2020 (the “Purchase Agreement”). Aixintang Pharmacy claimed that the Purchase Agreement was falsely entered by an employee through forged documents, and that Aixintang Pharmacy did not enter the Purchase Agreement. The Court determined that Aixintang Pharmacy breached the Purchase Agreement by not delivering the products ordered and ordered Aixintang Pharmacy to pay $392,305 (RMB 2,500,000) to the Plaintiff. In December 2020, Aixintang Pharmacy filed a motion in the Jiangsu Suzhou Intermediate People’s Court against the determination reached from the first trial.

 

In February 2021, the judge in the Jiangsu Suzhou Intermediate People’s Court denied the Defendant’s motion and upheld the judgment from the first trial. In March 2021, Aixintang Pharmacy filed another motion to the Jiangsu High People’s Court on the basis that the Purchase Agreement was forged. In February 2022, Aixintang Pharmacy filed an appeal in Jiangsu High People’s Court against the judgment reached by Jiangsu Suzhou Intermediate People’s Court in February 2021. To date, this legal proceeding remains pending.

 

In November 2021, the Company and Mr. Quanzhong Lin agreed that Mr. Lin shall assume any losses arising from this legal proceeding. As such, the Company did not accrue contingent losses from this legal proceeding as of June 30, 2023.

 

The Company believes that current pending litigation will not have a material adverse effect on its consolidated financial position, results of operations or cash flows.

 

v3.23.2
ACQUISITION OF SUBSIDIARIES
6 Months Ended
Jun. 30, 2023
Business Combination and Asset Acquisition [Abstract]  
ACQUISITION OF SUBSIDIARIES

17. ACQUISITION OF SUBSIDIARIES

 

Runcangsheng

 

On July 19, 2022, the Company entered into an Equity Transfer Agreement with Yunnan Shengshengyuan Technology Co., Ltd (“Shengshengyuan”) and Yun Chen (collectively “the Sellers”), who own 95% and 5% equity interest of Yunnan Runcangsheng Technology Co., Ltd (“Runcangsheng”), respectively.

 

Under the terms of the Transfer Agreement, the Company purchased all of the outstanding equity interest of Yunnan Runcangsheng for an aggregate purchase price of RMB 31,557,820, or $4,418,095, adjusted by $116,802, the amount equal to the initial net worth estimate minus the audited net worth of Runcangsheng as of December 31, 2021.

 

In addition to transferring their respective equity interest in Runcangsheng, both Sellers agreed to forgive any loans due to them from Runcangsheng. The acquisition was completed on September 30, 2022.

 

The following table summarizes the fair values of the assets acquired and liabilities assumed at the date of acquisition. Goodwill as a result of the acquisition of Runcangsheng is calculated as follows:

 

         
Total purchase considerations   $ 4,301,293  
Estimated fair value of assets acquired:        
Cash   $ 446,381  
Accounts receivable     144,813  
Accounts receivable-related party     133,011  
Advance to suppliers     3,455  
Other receivables and prepaid expense     127,909  
Inventory     469,594  
Property and equipment     1,677,272  
Intangible assets     1,406  
Operating lease right-of-use assets     1,990  
Total assets acquired     3,005,831  
Estimated fair value of liabilities assumed:        
Accounts payable     (89,801 )
Accounts payable-related party     (160,911 )
Advance from customers     (4,790 )
Government grant     (921,473 )
Taxes payable     (21,156 )
Operating lease liability     (15,182 )
Accrued liabilities and other payables     (1,314,995 )
Total liabilities assumed     (2,528,308 )
Total net assets acquired     477,523  
Goodwill as a result of the acquisition   $ 3,823,770  

 

 

During the year ended December 31, 2022, the Company recorded a goodwill impairment equal to the goodwill resulting from the acquisition of Runcangsheng.

 

The following condensed unaudited pro forma consolidated results of operations for the Company, Runcangsheng, Aixin Shangyan Hotel and Aixintang Pharmacies for the three and six months ended June 30, 2022 present the results of operations of the Company, Runcangsheng, Aixin Shangyan Hotel, and Aixintang Pharmacies as if the acquisition of Runcangsheng occurred on January 1, 2022, respectively.

 

The pro forma results are not necessarily indicative of the actual results that would have occurred had the acquisition been completed as of the beginning of the periods presented, nor are they necessarily indicative of future consolidated results.

 

   

For the

Three Months Ended

June 30, 2022

 
Revenue   $ 548,308  
Operating costs and expenses     1,336,027  
Loss from operations     (787,719 )
Other income     30,167  
Income tax expense     473  
Net loss   $ (758,025 )

 

   

For the

Six Months Ended

June 30, 2022

 
Revenue   $ 1,050,147  
Operating costs and expenses     2,620,971  
Loss from operations     (1,570,824 )
Other income     50,768  
Income tax expense     965  
Net loss   $ (1,521,021 )

 

v3.23.2
SUBSEQUENT EVENT
6 Months Ended
Jun. 30, 2023
Subsequent Events [Abstract]  
SUBSEQUENT EVENT

18. SUBSEQUENT EVENT

 

The Company follows the guidance in FASB ASC 855-10 for the disclosure of subsequent events. The Company evaluated subsequent events through the date the financial statements were issued and determined the Company has no material subsequent events.

v3.23.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
6 Months Ended
Jun. 30, 2023
Accounting Policies [Abstract]  
Basis of Presentation

Basis of Presentation

 

The accompanying consolidated financial statements are prepared in conformity with U.S. Generally Accepted Accounting Principles (“US GAAP”). The functional currency of AiXinZhonghong, Aixin Shangyan Hotel, Aixintang Pharmacies, and Runcangsheng is the Chinese Renminbi (“RMB”). The accompanying consolidated financial statements are translated from RMB and presented in U.S. dollars (“USD”).

 

The consolidated financial statements include the accounts of the Company and its current wholly owned subsidiaries, AiXin HK, AiXinZhonghong, Aixin Shangyan Hotel, Aixintang Pharmacies, and Runcangsheng. Intercompany transactions and accounts were eliminated in consolidation. These unaudited interim financial statements should be read in conjunction with the annual consolidated financial statements and the accompanying notes contained in our Annual Report on Form 10-K for the year ended December 31, 2022.

 

Unaudited Interim Financial Information

Unaudited Interim Financial Information

 

These unaudited interim financial statements have been prepared in accordance with GAAP for interim financial reporting and the rules and regulations of the Securities and Exchange Commission that permit reduced disclosure for interim periods. Therefore, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. In the opinion of management, all adjustments of a normal recurring nature necessary for a fair presentation of the financial position, results of operations and cash flows for the periods presented have been made. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for the year ending December 31, 2023.

 

 

Going Concern

Going Concern

 

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The realization of assets and the satisfaction of liabilities in the normal course of business are dependent on, among other things, the Company’s ability to operate profitably, to generate cash flows from operations, and to pursue financing arrangements to support its working capital requirements.

 

The Company has suffered losses from operations of $104,768 and $739,238 for the three months ended June 30, 2023 and 2022, and $656,738 and $1,511,392 for the six months ended June 30, 2023 and 2022, respectively, and used net cash in operating activities of $350,760 and $771,496 for the six months ended June 30, 2023 and 2022, respectively, and has an accumulated deficit of $15,757,028 as of June 30, 2023. These facts and conditions raise substantial doubt about the Company’s ability to continue as a going concern. From January 1, 2023 through June 30, 2023, the Company’s cash and cash equivalents decreased from $510,128 to $316,905 mainly due to operating losses, and the use of cash to support operating activities.

 

Management believes that it has developed a liquidity plan, summarized below, that, if executed successfully, should provide sufficient liquidity to meet the Company’s obligations as they become due for a reasonable period of time, and allow the development of its core business. The plan includes:

 

● Gaining positive cash-inflow from operating activities through continuous cost reductions and the sales of higher margin products.

 

● Raising cash through loans from related parties and potential equity offerings.

 

While the Company’s management believes that the measures in its liquidity plan including those described above will be adequate to satisfy its liquidity requirements for the twelve months after the date that these financial statements are issued, there is no assurance that the liquidity plan will be successfully implemented. Failure to successfully implement the liquidity plan may have a material adverse effect on its business, results of operations and financial position, and may adversely affect its ability to continue as a going concern. These consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded assets or the amounts and classification of liabilities or any other adjustments that might be necessary should the Company be unable to continue as a going concern.

 

The Invasion of Ukraine

The Invasion of Ukraine

 

The invasion of Ukraine by the Russian Federation had an immediate impact on the global economy resulting in higher prices for oil and other commodities. The United States, United Kingdom, European Union and other countries responded to Russia’s invasion of Ukraine by imposing various economic sanctions and bans. Russia has responded with its own retaliatory measures. These measures have disrupted financial and economic markets. The global impact of these measures is continually evolving and cannot be predicted with certainty and there is no assurance that Russia’s invasion of Ukraine and responses thereto will not further disrupt the global economy and financial markets.

 

While the invasion of Ukraine and responses thereto have not interrupted the Company’s operations, these or future developments resulting from the invasion of Ukraine could make it difficult to access debt and equity capital on attractive terms, if at all, and impact the Company’s ability to fund business activities, including proposed acquisitions.

 

Use of Estimates

Use of Estimates

 

In preparing consolidated financial statements in conformity with US GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the consolidated financial statements, as well as the reported amounts of revenues and expenses during the reporting period.

 

Significant estimates required by management, include the recoverability of long-lived assets, allowance for doubtful accounts, and the reserve for obsolete and slow-moving inventories. Actual results could differ from those estimates.

 

 

Reclassification

Reclassification

 

Certain prior period amounts have been reclassified to conform to the current period presentation and had no effect on previously reported consolidated net income (loss) or accumulated deficit.

 

Cash and Cash Equivalents

Cash and Cash Equivalents

 

For financial statement purposes, the Company considers all highly liquid investments with an original maturity of three months or less to be cash and cash equivalents.

 

Restricted Cash

Restricted Cash

 

The restricted cash was cash maintained in temporarily frozen bank accounts held by Aixintang Pharmacy and its branches by the court for a judgement against Aixintang Pharmacy which Aixintang Pharmacy is in the process of appealing (see Note 16 – litigation).

 

Accounts Receivable

Accounts Receivable

 

The Company’s policy is to maintain an allowance for potential credit losses on accounts receivable. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy of these reserves. As of June 30, 2023 and December 31, 2022, the bad debt allowance was $200,044 and $272,550 respectively.

 

The following table summarizes the activity related to the Company’s Accounts Receivable allowance for doubtful accounts for the six months ended June 30, 2023 and 2022:

 

    2023     2022  
    For the Six Months ended June 30,  
    2023     2022  
             
Beginning balance   $ 272,550     $ 213,787  
(Reversal of) provision for bad debts     -       47,857  
Recoveries/Write offs     (51,853 )     -  
Effect of translation     (20,653 )     (11,933 )
Ending balance   $ 200,044     $ 249,711  

 

Inventories

Inventories

 

Inventories mainly consists of health supplements, drugs, pharmaceutical and nutritional products, food and beverage, hotel supplies and consumables. Inventories are valued at the lower of average cost or market, cost being determined on a moving weighted average method at the end of the month. Management compares the cost of inventories with the net realizable value and an allowance is made for writing down inventories to market value, if lower. The Company recorded provision for inventory reserve of $12,026 and $0 for the six months ended June 30, 2023 and 2022, respectively.

 

Property and Equipment

Property and Equipment

 

Property and equipment are stated at cost, less accumulated depreciation, and impairment losses, if any. Major repairs and betterments that significantly extend original useful lives or improve productivity are capitalized and depreciated over the period benefited. Maintenance and repairs are expensed as incurred. When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts, and any gain or loss is included in operations. Depreciation of property and equipment is provided using the straight-line method for substantially all assets with 5% salvage value and estimated lives as follows:

 

Office furniture     5 years  
Electronic equipment     2-3 years  
Machinery     3 years  
Leasehold improvements     3 years  
Vehicles     5 years  

 

 

Impairment of Long-Lived Assets

Impairment of Long-Lived Assets

 

Long-lived assets, which include property and equipment and intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable, but at least annually.

 

Recoverability of long-lived assets to be held and used is measured by comparing the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by it. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds its fair value. Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable. Based on its review, the Company believes that, as of June 30, 2023 and December 31, 2022, there were no significant impairments of its long-lived assets.

 

Goodwill

Goodwill

 

The Company evaluates goodwill for impairment annually or more frequently when an event occurs or circumstances change that indicate the carrying value may not be recoverable. In testing goodwill for impairment, the Company may elect to utilize a qualitative assessment to evaluate whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the qualitative assessment indicates that goodwill impairment is more likely than not, the Company performs a two-step impairment test. The Company tests goodwill for impairment under the two-step impairment test by first comparing the book value of net assets to the fair value of the reporting units. If the fair value is determined to be less than the book value or qualitative factors indicate that it is more likely than not that goodwill is impaired, a second step is performed to compute the amount of impairment as the difference between the estimated fair value of goodwill and the carrying value. The Company estimates the fair value of the reporting units using discounted cash flows. Forecasts of future cash flows are based on our best estimate of future net sales and operating expenses, based primarily on expected category expansion, pricing, market segment share, and general economic conditions.

 

The Company completed the required testing of goodwill for impairment as of December 31, 2022, and determined that goodwill was impaired because of the current financial condition of the Company and the Company’s inability to generate future operating income without substantial sales volume increases, which are highly uncertain. Furthermore, the uncertainty of the future cash flows indicates that the recoverability of goodwill is not reasonably assured.

 

The goodwill write-down was reflected as an impairment loss, $3,823,770, in non-operating expenses in the statement of operations and comprehensive income (loss) during the year ended December 31, 2022.

 

Income Taxes

Income Taxes

 

Income taxes are accounted for using an asset and liability method. 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. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

 

 

The Company follows Accounting Standards Codification (“ASC”) Topic 740, which prescribes a more-likely-than-not threshold for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740 also provides guidance on recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, accounting for income taxes in interim periods, and income tax disclosures.

 

Under ASC Topic 740, when tax returns are filed, it is likely that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the consolidated financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50% likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Interest associated with unrecognized tax benefits is classified as interest expense and penalties are classified in selling, general and administrative expenses in the statement of income.

 

At June 30, 2023 and December 31, 2022, the Company did not take any uncertain positions that would necessitate recording a tax related liability.

 

Revenue Recognition

Revenue Recognition

 

Revenue from sale of goods under Topic 606 is recognized in a manner that reasonably reflects the delivery of the Company’s products and services to customers in return for expected consideration and includes the following elements:

 

  executed contract(s) with customers that the Company believes is legally enforceable;
     
  identification of performance obligation in the respective contract;
     
  determination of the transaction price for each performance obligation in the respective contract;
     
  allocation of the transaction price to each performance obligation; and
     
  recognition of revenue only when the Company satisfies each performance obligation.

 

The Company’s revenue recognition policies for its various operating segments are as follows:

 

Products

 

The Company’s revenue from sales of products is recognized when goods are delivered to the customer and no other obligation exists. The Company does not provide unconditional return or other concessions to the customer. The Company’s sales policy allows for the return of unopened products for cash after deducting certain service and transaction fees. As an alternative to the product return option, the customers have the option of asking for an exchange for products with the same value.

 

Sales revenue of AiXin Zhonghong represents the invoiced value of goods, net of value-added taxes (“VAT”). All of the Company’s products sold in China are subject to the PRC VAT of 13% since April 1, 2019. This VAT may be offset by VAT paid by the Company on raw materials and other materials purchased in China. The Company records VAT payable and VAT receivable net of payments in the financial statements. The VAT tax return is filed offsetting the payables against the receivables. Sales and purchases are recorded net of VAT collected and paid as the Company acts as an agent for the government.

 

 

Hotel

 

Hotel revenues are primarily derived from the rental of rooms, food and beverage sales and other ancillary goods and services, including but not limited to souvenir, parking and conference reservation. Each of these products and services represents a distinct performance obligation and, in exchange for these services, the Company receives fixed amounts based on published rates or negotiated contracts. Payment is due in full at the time when the services are rendered or the goods are provided. Room rental revenue is recognized on a daily basis when rooms are occupied. Food and beverage revenue and other goods and services revenue are recognized when they have been delivered or rendered to the guests as the respective performance obligations are satisfied. All of the hotel’s goods sold in China are subject to the PRC VAT of 6%. This VAT may be offset by VAT paid by the Company on raw materials and other materials purchased in China.

 

Pharmacies

 

The Company’s retail drugstores (Aixintang Pharmacies) recognize revenue at the time the customer takes possession of the merchandise. For pharmacy sales, each prescription claim is its own arrangement with the customer and is a performance obligation. Aixintang Pharmacies generally receives payments from customers as it satisfies its performance obligations. The Company records a receivable when it has an unconditional right to receive payment and only the passage of time is required before payment is due. Sales revenue represents the invoiced value of goods, net of VAT. All of Aixintang Pharmacies’ products sold in China are eligible for the PRC VAT of 0% as it qualifies as a small business.

 

Manufacture and Sale

 

The Company’s new subsidiary Runcangsheng recognizes revenue at the time products are shipped as this satisfies its performance obligation. The Company records a receivable for its sales when it has an unconditional right to receive payment and only the passage of time is required before payment is due. Sales revenue represents the invoiced value of goods, net of value-added taxes (“VAT”). All of the Company’s products sold in China are subject to the PRC VAT of 13% unless it is a qualified small business subject to exemption.

 

Unearned Revenue

Unearned Revenue

 

The Company’s unearned revenue primarily consists of advances received from customers for the purchase of products prior to the delivery of goods, and for the rental of hotel rooms prior to the delivery of service. The delivery of products and room rental services is (normally within one year) based upon contract terms and customer demand.

 

Concentration of Credit Risk

Concentration of Credit Risk

 

The operations of the Company are in the PRC. Accordingly, the Company’s business, financial condition, and results of operations may be influenced by the political, economic, and legal environments in the PRC, and by the general state of the PRC economy.

 

The Company has cash on hand and demand deposits in accounts maintained with state-owned banks within the PRC. Cash in state-owned banks is covered by insurance up to RMB 500,000 ($72,500) per bank. The Company has not experienced any losses in such accounts and believes they are not exposed to any risks on its cash in these bank accounts.

 

During the three and six months ended June 30, 2023 and 2022, the Company had no customer that accounted for over 10% of its total revenue.

 

During the three months ended June 30, 2023, the Company had one supplier that accounted for 15% of its total purchases.

 

During the six months ended June 30, 2023, the Company had two suppliers that accounted for 15% and 13%, respectively, of its total purchases.

 

During the three months ended June 30, 2022, the Company had one supplier that accounted for 23% of its total purchases.

 

During the six months ended June 30, 2022, the Company had one supplier that accounted for 12% of its total purchases.

 

 

Leases

Leases

 

The Company determines if an arrangement is a lease at inception under FASB ASC Topic 842, Right of Use Assets (“ROU”) and lease liabilities are recognized at commencement date based on the present value of remaining lease payments over the lease term. For this purpose, the Company considers only payments that are fixed and determinable at the time of commencement. As most of its leases do not provide an implicit rate, it uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company’s incremental borrowing rate is a hypothetical rate based on its understanding of what its credit rating would be. The ROU assets include adjustments for prepayments and accrued lease payments. The ROU asset also includes any lease payments made prior to commencement and is recorded net of any lease incentives received. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that it will exercise such options.

 

ROU assets are reviewed for impairment when indicators of impairment are present. ROU assets from operating and finance leases are subject to the impairment guidance in ASC 360, Property, Plant, and Equipment, as ROU assets are long-lived nonfinancial assets.

 

ROU assets are tested for impairment individually or as part of an asset group if the cash flows related to the ROU asset are not independent from the cash flows of other assets and liabilities. An asset group is the unit of accounting for long-lived assets to be held and used, which represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. The Company recognized no impairment of ROU assets as of June 30, 2023 and December 31, 2022. Operating leases are included in operating lease ROU and operating lease liabilities (current and non-current), on the consolidated balance sheets.

 

Statement of Cash Flows

Statement of Cash Flows

 

In accordance with ASC Topic 230, “Statement of Cash Flows,” cash flows from the Company’s operations are calculated based on the local currencies using the average translation rates. As a result, amounts related to assets and liabilities reported on the consolidated statements of cash flows will not necessarily agree with changes in the corresponding balances on the consolidated balance sheets.

 

Fair Value of Financial Instruments

Fair Value of Financial Instruments

 

The carrying amounts of certain of the Company’s financial instruments, including cash and cash equivalents, accrued liabilities and accounts payable, approximate their fair value due to their short maturities. FASB ASC Topic 825, “Financial Instruments,” requires disclosure of the fair value of financial instruments held by the Company. The carrying amounts reported in the consolidated balance sheets for current liabilities each qualify as financial instruments and are a reasonable estimate of their fair value because of the short period of time between the origination of such instruments and their expected realization and the current market rate of interest.

 

Fair Value Measurements and Disclosures

Fair Value Measurements and Disclosures

 

ASC Topic 820, “Fair Value Measurements and Disclosures,” defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The three levels are defined as follow:

 

  Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
  Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
  Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement.

 

As of June 30, 2023 and December 31, 2022, the Company did not identify any assets and liabilities that are required to be presented on the balance sheet at fair value.

 

 

Foreign Currency Translation and Comprehensive Income (Loss)

Foreign Currency Translation and Comprehensive Income (Loss)

 

The functional currency of the Company is RMB. For financial reporting purposes, RMB is translated into USD as the reporting currency. Assets and liabilities are translated at the exchange rate in effect at the balance sheet dates. Revenues and expenses are translated at the average rate of exchange prevailing during the reporting period.

 

Translation adjustments arising from the use of different exchange rates from period to period are included as a component of stockholders’ equity as “Accumulated other comprehensive income”. Gains and losses resulting from foreign currency transactions are included in income. There was no significant fluctuation in the exchange rate for the conversion of RMB to USD after the balance sheet date.

 

The Company uses FASB ASC Topic 220, “Comprehensive Income”. Comprehensive loss is comprised of net loss and all changes to the statements of stockholders’ equity, except those due to investments by stockholders, changes in paid-in capital and distributions to stockholders. Comprehensive income (loss) for the three and six months ended June 30, 2023 and 2022 consisted of net income (loss) and foreign currency translation adjustments.

 

Earnings per Share

Earnings per Share

 

Basic income (loss) per share is computed on the basis of the weighted average number of common shares outstanding during the period.

 

Dilution is computed by applying the treasury stock method for options and warrants. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period.

 

As of June 30, 2023 and December 31, 2022, the Company did not have any potentially dilutive instruments.

 

Stock-Based Compensation

Stock-Based Compensation

 

The Company periodically grants stock options, warrants and awards to employees and non-employees in non-capital raising transactions as compensation for services rendered. The Company accounts for stock option, stock warrant and stock award grants to employees based on the authoritative guidance provided by the FASB where the value of the award is measured on the date of grant and recognized over the vesting period. The Company accounts for stock option, stock warrant and stock award grants to non-employees in accordance with the authoritative guidance of the FASB where the value of the stock compensation is determined based upon the measurement date at either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete. Stock-based compensation charges generally are amortized over the vesting period on a straight-line basis. In certain circumstances where there are no future performance requirements by the employees and non-employees, option, warrant and award grants are immediately vested and the total stock-based compensation charge is recorded in the period of the measurement date.

 

Segment Reporting

Segment Reporting

 

ASC Topic 280, “Segment Reporting,” requires use of the “management approach” model for segment reporting. The management approach model is based on the way a company’s chief operating decision maker organizes segments within the Company for making operating decisions assessing performance and allocating resources. Reportable segments are based on products and services, geography, legal structure, management structure, or any other manner in which management disaggregates a company.

 

The Company manages its business as four operating segments, products, pharmacies, hotel, and manufacture and sales, all of which are located in the PRC. All of its revenues are derived in the PRC. All long-lived assets are located in PRC.

 

 

The following table shows the Company’s operations by business segment for the three months ended June 30, 2023 and 2022.

 

    2023     2022  
    For the Three Months Ended June 30,  
    2023     2022  
Net revenue                
Products   $ 692,709     $ 16,591  
Pharmacies     305,186       194,045  
Hotel     390,530       210,251  
Manufacture and sale     87,632       -  
Total revenues, net   $ 1,476,057     $ 420,887  
                 
Operating costs and expenses                
Products                
Cost of goods sold   $ 264,794     $ 3,735  
Operating expenses     460,255       362,220  
Pharmacies                
Cost of goods sold     181,875       150,263  
Operating expenses     57,198       153,842  
Hotel                
Hotel operating costs     462,780       418,100  
Operating expenses     53,245       71,965  
Manufacture and sale                
Cost of goods sold     4,531       -  
Operating expenses     96,147       -  
Total operating costs and expenses   $ 1,580,825     $ 1,160,125  
                 
Loss from operations                
Products   $ (32,340 )   $ (349,364 )
Pharmacies     66,113       (110,060 )
Hotel     (125,495 )     (279,814 )
Manufacture and sale     (13,046 )     -  
Loss from operations   $ (104,768 )   $ (739,238 )

 

 

The following table shows the Company’s operations by business segment for the six months ended June 30, 2023 and 2022.

 

    2023     2022  
    For the Six Months Ended June 30,  
    2023     2022  
Net revenue                
Products   $ 855,969     $ 32,689  
Pharmacies     528,702       352,939  
Hotel     722,947       453,937  
Manufacture and sale     123,152       -  
Total revenues, net   $ 2,230,770     $ 839,565  
                 
Operating costs and expenses                
Products                
Cost of goods sold   $ 299,528     $ 8,418  
Operating expenses     828,044       660,261  
Pharmacies                
Cost of goods sold     320,508       270,104  
Operating expenses     246,194       323,151  
Hotel                
Hotel operating costs     940,574       929,719  
Operating expenses     44,360       159,304  
Manufacture and sale                
Cost of goods sold     6,652       -  
Operating expenses     201,648       -  
Total operating costs and expenses   $ 2,887,508     $ 2,350,957  
                 
Loss from operations                
Products   $ (271,603 )   $ (635,990 )
Pharmacies     (38,000 )     (240,316 )
Hotel     (261,987 )     (635,086 )
Manufacture and sale     (85,148 )     -  
Loss from operations   $ (656,738 )   $ (1,511,392 )

 

Segment assets   As of
June 30, 2023
    As of
December 31, 2022
 
Products   $ 358,219     $ 410,754  
Pharmacies     693,631       758,675  
Hotel     677,666       970,385  
Manufacture and sale     2,497,582       2,911,070  
Total assets   $ 4,227,098     $ 5,050,884  

 

As the acquisition of Runcangsheng was consummated as of September 30, 2022 (see Note 17), the revenues and operating results of the manufacture and sale segment were included in the financial statements of the Company beginning on October 1, 2022.

 

 

New Accounting Pronouncements

New Accounting Pronouncements

 

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326), which requires entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022. Early application will be permitted for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company is currently evaluating the impact that the standard will have on its consolidated financial statements.

 

In January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment. The guidance removes Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its FV, not to exceed the carrying amount of goodwill. The guidance should be adopted on a prospective basis. As a smaller reporting company, the standard will be effective for the Company for interim and annual reporting periods beginning after December 15, 2022, with early adoption permitted. The adoption of ASU 2017-04 is not expected to have any impact on the Company’s consolidated financial statements presentation or disclosures.

 

In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470- 20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity. This ASU (1) simplifies the accounting for convertible debt instruments and convertible preferred stock by removing the existing guidance in ASC 470-20, Debt: Debt with Conversion and Other Options, that requires entities to account for beneficial conversion features and cash conversion features in equity, separately from the host convertible debt or preferred stock; (2) revises the scope exception from derivative accounting in ASC 815-40 for freestanding financial instruments and embedded features that are both indexed to the issuer’s own stock and classified in stockholders’ equity, by removing certain criteria required for equity classification; and (3) revises the guidance in ASC 260, Earnings Per Share, to require entities to calculate diluted earnings per share (EPS) for convertible instruments by using the if-converted method. In addition, entities must presume share settlement for purposes of calculating diluted EPS when an instrument may be settled in cash or shares. For SEC filers, excluding smaller reporting companies, ASU 2020-06 is effective for fiscal years beginning after December 15, 2021 including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. For all other entities, ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Entities should adopt the guidance as of the beginning of the fiscal year of adoption and cannot adopt the guidance in an interim reporting period. The adoption of ASU 2020-06 is not expected to have any impact on the Company’s consolidated financial statements presentation or disclosures.

 

The Company’s management does not believe that any other recently issued, but not yet effective, authoritative guidance, if currently adopted, would have a material impact on the Company’s financial statement presentation or disclosures.

v3.23.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)
6 Months Ended
Jun. 30, 2023
Accounting Policies [Abstract]  
SCHEDULE OF ACCOUNTS RECEIVABLE ALLOWANCE FOR DOUBTFUL ACCOUNTS

The following table summarizes the activity related to the Company’s Accounts Receivable allowance for doubtful accounts for the six months ended June 30, 2023 and 2022:

 

    2023     2022  
    For the Six Months ended June 30,  
    2023     2022  
             
Beginning balance   $ 272,550     $ 213,787  
(Reversal of) provision for bad debts     -       47,857  
Recoveries/Write offs     (51,853 )     -  
Effect of translation     (20,653 )     (11,933 )
Ending balance   $ 200,044     $ 249,711  
SCHEDULE OF PROPERTY AND EQUIPMENT ESTIMATED LIVES

 

Office furniture     5 years  
Electronic equipment     2-3 years  
Machinery     3 years  
Leasehold improvements     3 years  
Vehicles     5 years  
SCHEDULE OF SEGMENTS INFORMATION

The following table shows the Company’s operations by business segment for the three months ended June 30, 2023 and 2022.

 

    2023     2022  
    For the Three Months Ended June 30,  
    2023     2022  
Net revenue                
Products   $ 692,709     $ 16,591  
Pharmacies     305,186       194,045  
Hotel     390,530       210,251  
Manufacture and sale     87,632       -  
Total revenues, net   $ 1,476,057     $ 420,887  
                 
Operating costs and expenses                
Products                
Cost of goods sold   $ 264,794     $ 3,735  
Operating expenses     460,255       362,220  
Pharmacies                
Cost of goods sold     181,875       150,263  
Operating expenses     57,198       153,842  
Hotel                
Hotel operating costs     462,780       418,100  
Operating expenses     53,245       71,965  
Manufacture and sale                
Cost of goods sold     4,531       -  
Operating expenses     96,147       -  
Total operating costs and expenses   $ 1,580,825     $ 1,160,125  
                 
Loss from operations                
Products   $ (32,340 )   $ (349,364 )
Pharmacies     66,113       (110,060 )
Hotel     (125,495 )     (279,814 )
Manufacture and sale     (13,046 )     -  
Loss from operations   $ (104,768 )   $ (739,238 )

 

 

The following table shows the Company’s operations by business segment for the six months ended June 30, 2023 and 2022.

 

    2023     2022  
    For the Six Months Ended June 30,  
    2023     2022  
Net revenue                
Products   $ 855,969     $ 32,689  
Pharmacies     528,702       352,939  
Hotel     722,947       453,937  
Manufacture and sale     123,152       -  
Total revenues, net   $ 2,230,770     $ 839,565  
                 
Operating costs and expenses                
Products                
Cost of goods sold   $ 299,528     $ 8,418  
Operating expenses     828,044       660,261  
Pharmacies                
Cost of goods sold     320,508       270,104  
Operating expenses     246,194       323,151  
Hotel                
Hotel operating costs     940,574       929,719  
Operating expenses     44,360       159,304  
Manufacture and sale                
Cost of goods sold     6,652       -  
Operating expenses     201,648       -  
Total operating costs and expenses   $ 2,887,508     $ 2,350,957  
                 
Loss from operations                
Products   $ (271,603 )   $ (635,990 )
Pharmacies     (38,000 )     (240,316 )
Hotel     (261,987 )     (635,086 )
Manufacture and sale     (85,148 )     -  
Loss from operations   $ (656,738 )   $ (1,511,392 )

 

Segment assets   As of
June 30, 2023
    As of
December 31, 2022
 
Products   $ 358,219     $ 410,754  
Pharmacies     693,631       758,675  
Hotel     677,666       970,385  
Manufacture and sale     2,497,582       2,911,070  
Total assets   $ 4,227,098     $ 5,050,884  
v3.23.2
OTHER RECEIVABLES AND PREPAID EXPENSES (Tables)
6 Months Ended
Jun. 30, 2023
Other Receivables And Prepaid Expenses  
SCHEDULE OF OTHER RECEIVABLES AND PREPAID EXPENSES

Other receivables and prepaid expenses consisted of the following at June 30, 2023 and December 31, 2022:

 

    June 30, 2023     December 31, 2022  
Deposits   $ 12,320     $ 15,546  
Prepaid expenses     19,768       9,490  
Employees’ social insurance     9,904       10,124  
Others     24,339       7,471  
Total   $ 66,331     $ 42,631  
v3.23.2
INVENTORIES (Tables)
6 Months Ended
Jun. 30, 2023
Inventory Disclosure [Abstract]  
SCHEDULE OF INVENTORIES

Inventories consisted of the following at June 30, 2023 and December 31, 2022:

 

    June 30, 2023     December 31, 2022  
Raw material   $ 142,571     $ 62,462  
Work in process     2,742       15,315  
Finished goods-health supplements     -       521  
Drugs, pharmaceutical and nutritional products     491,936       412,129  
Food and beverage, hotel supplies and consumables     70,211       82,646  
Total   $ 707,460     $ 573,073  
Less: reserve for inventory     81,708       73,821  
Total inventories, net   $ 625,752     $ 499,252  
v3.23.2
PROPERTY AND EQUIPMENT, NET (Tables)
6 Months Ended
Jun. 30, 2023
Property, Plant and Equipment [Abstract]  
SCHEDULE OF PROPERTY AND EQUIPMENT

Property and equipment consisted of the following at June 30, 2023 and December 31, 2022:

 

    June 30, 2023     December 31, 2022  
Vehicles   $ 405,993     $ 426,836  
Office furniture     78,518       82,549  
Electronic equipment     21,231       20,607  
Machinery     1,184,382       1,241,778  
Leasehold improvements     1,083,462       1,139,087  
Other     21,914       17,485  
Total     2,795,500       2,928,342  
Less: Accumulated depreciation     (1,094,193 )     (956,549 )
Property and equipment, net   $ 1,701,307     $ 1,971,793  
v3.23.2
INTANGIBLE ASSET, NET (Tables)
6 Months Ended
Jun. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]  
SCHEDULE OF INTANGIBLE ASSET

Intangible asset consisted of the following at June 30, 2023 and December 31, 2022:

 

    June 30, 2023     December 31, 2022  
Software   $ 10,675     $ 8,564  
Less: Accumulated amortization     (7,434 )     (7,295 )
Intangible asset, net   $ 3,241     $ 1,269  
v3.23.2
TAXES PAYABLE (Tables)
6 Months Ended
Jun. 30, 2023
Taxes Payable  
SCHEDULE OF TAX PAYABLE

Taxes payable consisted of the following at June 30, 2023 and December 31, 2022:

 

    June 30, 2023     December 31, 2022  
Value-added   $ 57,316     $ 56,806  
Income     29,409       30,919  
City construction     4,148       3,746  
Education     2,966       2,184  
Other     9,797       10,445  
Taxes payable   $ 103,636     $ 104,100  
v3.23.2
ACCRUED LIABILITIES AND OTHER PAYABLES (Tables)
6 Months Ended
Jun. 30, 2023
Payables and Accruals [Abstract]  
SCHEDULE OF ACCRUED LIABILITIES AND OTHER PAYABLES

Accrued liabilities and other payables consisted of the following at June 30, 2023 and December 31, 2022:

 

    June 30, 2023     December 31, 2022  
Accrued employees’ social insurance   $ 250,302     $ 270,349  
Accrued payroll and commission     347,562       307,331  
Accrued rent expense     49,916       32,746  
Construction payable     1,217,754       1,384,674  
Payable for equipment purchase     23,689       32,278  
Accrued professional fees     194,393       233,894  
Deposit     11,084       11,308  
Other payables     48,731       83,910  
Total   $ 2,143,431     $ 2,356,490  
v3.23.2
LEASE (Tables)
6 Months Ended
Jun. 30, 2023
Leases [Abstract]  
SCHEDULE OF OPERATING LEASE LIABILITIES

Balance sheet information related to the Company’s leases is presented below:

 

 

    June 30, 2023     December 31, 2022  
Operating Leases                
Operating lease right-of-use assets   $ 682,694     $ 999,285  
                 
Operating lease liabilities – current   $ 601,626     $ 883,583  
Operating lease liability – non-current     205,903       194,725  
Total operating lease liabilities   $ 807,529     $ 1,078,308  
SCHEDULE OF OPERATING LEASE EXPENSES

The following provides details of the Company’s lease expenses:

 

    2023     2022  
    Three Months Ended June 30,  
    2023     2022  
Operating lease expenses   $ 207,035     $ 220,203  

 

    2023     2022  
    Six Months Ended June 30,  
    2023     2022  
Operating lease expenses   $ 417,369     $ 449,445  
SCHEDULE OF OTHER INFORMATION RELATED LEASES

Other information related to leases is presented below:

 

    Six Months Ended June 30,  
    2023     2022  
Cash Paid for Amounts Included In Measurement of Liabilities:                
Operating cash flows from operating leases   $ 405,079       418,711  
                 
Weighted Average Remaining Lease Term:                
Operating leases     1.46 years       1.91 years  
                 
Weighted Average Discount Rate:                
Operating leases     4.75 %     4.75 %
SCHEDULE OF MATURITIES OF LEASE LIABILITIES

Maturities of lease liabilities were as follows:

 

         
For the year ending December 31:        
2023 (excluding the six months ended June 30, 2023)   $ 543,223  
2024     150,094  
2025     88,611  
2026     37,969  
2027     8,274  
Thereafter     3,448  
Total lease payments     831,619  
Less: imputed interest     (24,090 )
Total lease liabilities     807,529  
Less: current portion     (601,626 )
Lease liabilities – non-current portion   $ 205,903  
v3.23.2
RELATED PARTY TRANSACTIONS (Tables)
6 Months Ended
Jun. 30, 2023
Related Party Transactions [Abstract]  
SCHEDULE OF ADVANCES AND ACCOUNTS PAYABLE TO RELATED PARTY

Advances to supplier – related party

 

Advances to supplier – related party consisted of the following as of the periods indicated:

 

   June 30, 2023   December 31, 2022 
Chengdu Aixin International Travel Service Co., Ltd  $25,453   $     - 

 

Accounts payable – related party

 

Accounts payable – related party consisted of the following as of the periods indicated:

 

   June 30, 2023   December 31, 2022 
Luquan Shengcaofeng Biotechnology Co., Ltd.  $-   $165,958 

 

Luquan Shengcaofeng Biotechnology Co., Ltd. is an entity controlled by Mr. Huiliang Jiao, a Director of the Company.

SCHEDULE OF RELATED PARTY TRANSACTIONS

Due from related parties consisted of the following as of the periods indicated:

 

    June 30, 2023     December 31, 2022  
Chengdu WenJiang Aixin Nanjiang Pharmacy Co., Ltd.   $ 4,925     $ 9,708  
Sichuan Aixin Investment Co., Ltd     8,978       145  
Chengdu Fuxiang Tang Pharmacy Co., Ltd.     27,302       26,125  
Chengdu WenJiang Aixin Huiwan Pharmacy Co., Ltd.     459       -  
Chengdu Xilongwan Pharmacy Co., Ltd.     414       -  
Chengdu Heshengyuan Pharmacy Co., Ltd.     2,069       -  
Chengdu Zhiweibing Pharmacy Co., Ltd.     4,156       -  
Chengdu Tongtai Tang Pharmacy Co. Ltd.     1,089       -  
Chengdu city Wuhou District Xiaofei Pharmacy Co., Ltd     4,982       -  
Chengdu Wenjiang district Heneng hupu Pharmacy Co., Ltd     26,126       34,622  
Chengdu Cigu Foshou Pharmacy     1,514       -  
Mianyang Aixin Cunshan Pharmacy     1,540       -  
Chengdu Aixin International Travel Service Co., Ltd     359          
Chengdu Lisheng Huiren Tang Pharmacy Co., Ltd.     50,407       12,502  
Total   $ 134,320     $ 83,102  

 

Due to related parties

 

Due to related parties consisted of the following as of the periods indicated:

 

    June 30, 2023     December 31, 2022  
Quanzhong Lin   $ 109,354     $ 140,644  
Yirong Shen     85,502       89,892  
Tianming Long     1,040       -  
Sichuan Yunxi Pharmacy Co. Ltd     1,931       -  
Chengdu Yi Yan Tang Pharmacy Co. Ltd.     1,635       -  
Chengdu Aixin International travel service Co, Ltd     4,981       6,346  
Total   $ 204,443     $ 236,882  
v3.23.2
ACQUISITION OF SUBSIDIARIES (Tables)
6 Months Ended
Jun. 30, 2023
Business Combination and Asset Acquisition [Abstract]  
SCHEDULE OF FAIR VALUES OF THE ASSETS ACQUIRED AND LIABILITIES ASSUMED

The following table summarizes the fair values of the assets acquired and liabilities assumed at the date of acquisition. Goodwill as a result of the acquisition of Runcangsheng is calculated as follows:

 

         
Total purchase considerations   $ 4,301,293  
Estimated fair value of assets acquired:        
Cash   $ 446,381  
Accounts receivable     144,813  
Accounts receivable-related party     133,011  
Advance to suppliers     3,455  
Other receivables and prepaid expense     127,909  
Inventory     469,594  
Property and equipment     1,677,272  
Intangible assets     1,406  
Operating lease right-of-use assets     1,990  
Total assets acquired     3,005,831  
Estimated fair value of liabilities assumed:        
Accounts payable     (89,801 )
Accounts payable-related party     (160,911 )
Advance from customers     (4,790 )
Government grant     (921,473 )
Taxes payable     (21,156 )
Operating lease liability     (15,182 )
Accrued liabilities and other payables     (1,314,995 )
Total liabilities assumed     (2,528,308 )
Total net assets acquired     477,523  
Goodwill as a result of the acquisition   $ 3,823,770  
SCHEDULE OF BUSINESS ACQUISITION PRO FORMA

 

   

For the

Three Months Ended

June 30, 2022

 
Revenue   $ 548,308  
Operating costs and expenses     1,336,027  
Loss from operations     (787,719 )
Other income     30,167  
Income tax expense     473  
Net loss   $ (758,025 )

 

   

For the

Six Months Ended

June 30, 2022

 
Revenue   $ 1,050,147  
Operating costs and expenses     2,620,971  
Loss from operations     (1,570,824 )
Other income     50,768  
Income tax expense     965  
Net loss   $ (1,521,021 )
v3.23.2
ORGANIZATION AND DESCRIPTION OF BUSINESS (Details Narrative)
Feb. 17, 2023
$ / shares
shares
Jul. 19, 2022
USD ($)
Jul. 19, 2022
CNY (¥)
Jun. 02, 2021
USD ($)
Jun. 02, 2021
CNY (¥)
May 25, 2021
USD ($)
May 25, 2021
CNY (¥)
Aug. 17, 2020
Feb. 02, 2017
USD ($)
Jun. 30, 2023
$ / shares
shares
Dec. 31, 2022
$ / shares
shares
Dec. 12, 2017
Reverse stock split 1 for 2 reverse stock split             one (1)-for-four (4) reverse stock        
Common stock, par value | $ / shares $ 0.00001                 $ 0.00001 $ 0.00001  
Common stock, shares, outstanding | shares 24,999,842                 24,999,842 24,999,842  
Aixin Shangyan Hotel Management [Member]                        
Business combination consideration transferred           $ 1,160,000 ¥ 7,598,887          
Chengdu Aixin Tang Pharmacy Co., Ltd. [Member] | Pharmacies Purchase Agreement [Member]                        
Business acquisition, description of acquired entity       On June 2, 2021, AiXin HK entered into an Equity Transfer Agreement (the “Pharmacies Purchase Agreement”) with Chengdu Aixintang Pharmacy Co., Ltd. and certain affiliated entities, each of which operates a pharmacy (together, “Aixintang Pharmacies”) and its three shareholders, Quanzhong Lin, Ting Li and Xiao Ling Li (“Transferor”). Mr. Lin owned in excess of 95% of the outstanding equity the Aixintang Pharmacies. The remaining equity interest was owned by Ting Li and Xiao Ling Li On June 2, 2021, AiXin HK entered into an Equity Transfer Agreement (the “Pharmacies Purchase Agreement”) with Chengdu Aixintang Pharmacy Co., Ltd. and certain affiliated entities, each of which operates a pharmacy (together, “Aixintang Pharmacies”) and its three shareholders, Quanzhong Lin, Ting Li and Xiao Ling Li (“Transferor”). Mr. Lin owned in excess of 95% of the outstanding equity the Aixintang Pharmacies. The remaining equity interest was owned by Ting Li and Xiao Ling Li              
AiXintang Pharmacises [Member]                        
Business combination consideration transferred       $ 5,310,000 ¥ 34,635,845              
Yunnan Shengshengyuan Technology Co Ltd [Member]                        
Business combination consideration transferred   $ 4,418,095 ¥ 31,557,820                  
Business combination, adjusted   $ 116,802                    
Yunnan Shengshengyuan Technology Co Ltd [Member] | Transfer Agreement [Member]                        
Business acquisition, description of acquired entity   On July 19, 2022, HK Aixin entered into an Equity Transfer Agreement with Yunnan Shengshengyuan Technology Co., Ltd, (“Yunnan Shengshengyuan”) and Yun Chen (together, the “Sellers”), the shareholders of Yunnan Runcangsheng Technology Company Ltd. (“Runcangsheng”). Yunnan Shengshengyuan owns in excess of 95% of the outstanding equity of Runcangsheng. The remaining equity interest is owned by Yun Chen On July 19, 2022, HK Aixin entered into an Equity Transfer Agreement with Yunnan Shengshengyuan Technology Co., Ltd, (“Yunnan Shengshengyuan”) and Yun Chen (together, the “Sellers”), the shareholders of Yunnan Runcangsheng Technology Company Ltd. (“Runcangsheng”). Yunnan Shengshengyuan owns in excess of 95% of the outstanding equity of Runcangsheng. The remaining equity interest is owned by Yun Chen                  
China Concentric Capital Group [Member]                        
Equity method investment, ownership percentage                 65.00%     71.00%
Purchase price of common stock                 $ 300,000      
Equity Transfer Agreement [Member] | Aixin Shangyan Hotel Management [Member]                        
Equity method investment, ownership percentage           100.00% 100.00%          
v3.23.2
SCHEDULE OF ACCOUNTS RECEIVABLE ALLOWANCE FOR DOUBTFUL ACCOUNTS (Details) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Impairment Effects on Earnings Per Share [Line Items]        
Beginning balance     $ 272,550  
(Reversal of) provision for bad debts $ (8,037) $ 20,435 (51,853) $ 47,857
Ending balance 200,044   200,044  
Accounts Receivable [Member]        
Impairment Effects on Earnings Per Share [Line Items]        
Beginning balance     272,550 213,787
(Reversal of) provision for bad debts     47,857
Recoveries/Write offs     (51,853)
Effect of translation     (20,653) (11,933)
Ending balance $ 200,044 $ 249,711 $ 200,044 $ 249,711
v3.23.2
SCHEDULE OF PROPERTY AND EQUIPMENT ESTIMATED LIVES (Details)
Jun. 30, 2023
Office Furniture [Member]  
Property, Plant and Equipment [Line Items]  
Property plant and equipment useful life 5 years
Electronic Equipment [Member] | Minimum [Member]  
Property, Plant and Equipment [Line Items]  
Property plant and equipment useful life 2 years
Electronic Equipment [Member] | Maximum [Member]  
Property, Plant and Equipment [Line Items]  
Property plant and equipment useful life 3 years
Machinery [Member]  
Property, Plant and Equipment [Line Items]  
Property plant and equipment useful life 3 years
Leasehold Improvements [Member]  
Property, Plant and Equipment [Line Items]  
Property plant and equipment useful life 3 years
Vehicles [Member]  
Property, Plant and Equipment [Line Items]  
Property plant and equipment useful life 5 years
v3.23.2
SCHEDULE OF SEGMENTS INFORMATION (Details) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Dec. 31, 2022
Product Information [Line Items]          
Total revenues, net $ 1,476,057 $ 420,887 $ 2,230,770 $ 839,565  
Operating expenses 1,580,825 1,160,125 2,887,508 2,350,957  
Hotel operating costs 462,780 418,100 940,574 929,719  
Total operating costs and expenses 1,580,825 1,160,125 2,887,508 2,350,957  
Loss from operations (104,768) (739,238) (656,738) (1,511,392)  
Total assets 4,227,098   4,227,098   $ 5,050,884
Products [Member]          
Product Information [Line Items]          
Total revenues, net 692,709 16,591 855,969 32,689  
Cost of goods sold 264,794 3,735 299,528 8,418  
Operating expenses 460,255 362,220 828,044 660,261  
Loss from operations (32,340) (349,364) (271,603) (635,990)  
Total assets 358,219   358,219   410,754
Pharmacies [Member]          
Product Information [Line Items]          
Total revenues, net 305,186 194,045 528,702 352,939  
Cost of goods sold 181,875 150,263 320,508 270,104  
Operating expenses 57,198 153,842 246,194 323,151  
Loss from operations 66,113 (110,060) (38,000) (240,316)  
Total assets 693,631   693,631   758,675
Hotel [Member]          
Product Information [Line Items]          
Total revenues, net 390,530 210,251 722,947 453,937  
Operating expenses 53,245 71,965 44,360 159,304  
Hotel operating costs 462,780 418,100 940,574 929,719  
Loss from operations (125,495) (279,814) (261,987) (635,086)  
Total assets 677,666   677,666   970,385
Manufactue and Sale [Member]          
Product Information [Line Items]          
Total revenues, net 87,632 123,152  
Manufacture And Sale [Member]          
Product Information [Line Items]          
Cost of goods sold 4,531 6,652  
Operating expenses 96,147 201,648  
Loss from operations (13,046) (85,148)  
Total assets $ 2,497,582   $ 2,497,582   $ 2,911,070
v3.23.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative)
3 Months Ended 6 Months Ended 12 Months Ended
Jun. 30, 2023
USD ($)
Jun. 30, 2022
USD ($)
Jun. 30, 2023
USD ($)
Jun. 30, 2022
USD ($)
Dec. 31, 2022
USD ($)
Jun. 30, 2023
CNY (¥)
Product Information [Line Items]            
Losses from operations $ 104,768 $ 739,238 $ 656,738 $ 1,511,392    
Net cash provided by used in operating activities     350,760 771,496    
Accumulated deficit 15,757,028   15,757,028   $ 15,249,858  
Cash and Cash Equivalents, at Carrying Value 316,905   316,905   510,128  
Accounts receivable, allowance for credit loss $ 200,044   200,044   272,550  
Provision for inventory reserve     $ 12,026    
Property, plant and equipment, salvage value, percentage 5.00%   5.00%     5.00%
Impairment loss         $ 3,823,770  
Cash FDIC insured amount $ 72,500   $ 72,500     ¥ 500,000
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | No Customer [Member]            
Product Information [Line Items]            
Concentration risk, percentage 10.00% 10.00% 10.00% 10.00%    
Cost of Sales [Member] | Supplier Concentration Risk [Member] | Supplier One [Member]            
Product Information [Line Items]            
Concentration risk, percentage 15.00% 23.00% 15.00% 12.00%    
Cost of Sales [Member] | Supplier Concentration Risk [Member] | Supplier Two [Member]            
Product Information [Line Items]            
Concentration risk, percentage     13.00%      
Hotel [Member]            
Product Information [Line Items]            
Losses from operations $ 125,495 $ 279,814 $ 261,987 $ 635,086    
Vat of gross sales price percentage     6.00%      
Health Care [Member]            
Product Information [Line Items]            
Vat of gross sales price percentage     0.00%      
Manufacture And Sale [Member]            
Product Information [Line Items]            
Losses from operations $ 13,046 $ 85,148    
Vat of gross sales price percentage     13.00%      
Prior to May 1, 2018 [Member]            
Product Information [Line Items]            
Vat of gross sales price percentage     13.00%      
v3.23.2
SCHEDULE OF OTHER RECEIVABLES AND PREPAID EXPENSES (Details) - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Other Receivables And Prepaid Expenses    
Deposits $ 12,320 $ 15,546
Prepaid expenses 19,768 9,490
Employees’ social insurance 9,904 10,124
Others 24,339 7,471
Total $ 66,331 $ 42,631
v3.23.2
ADVANCES TO SUPPLIERS (Details Narrative) - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Advances To Suppliers    
Prepaid supplies $ 156,745 $ 168,523
v3.23.2
SCHEDULE OF INVENTORIES (Details) - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Inventory Disclosure [Abstract]    
Raw material $ 142,571 $ 62,462
Work in process 2,742 15,315
Finished goods-health supplements 521
Drugs, pharmaceutical and nutritional products 491,936 412,129
Food and beverage, hotel supplies and consumables 70,211 82,646
Total 707,460 573,073
Less: reserve for inventory 81,708 73,821
Total inventories, net $ 625,752 $ 499,252
v3.23.2
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Property, Plant and Equipment [Line Items]    
Total $ 2,795,500 $ 2,928,342
Less: Accumulated depreciation (1,094,193) (956,549)
Property and equipment, net 1,701,307 1,971,793
Vehicles [Member]    
Property, Plant and Equipment [Line Items]    
Total 405,993 426,836
Office Furniture [Member]    
Property, Plant and Equipment [Line Items]    
Total 78,518 82,549
Electronic Equipment [Member]    
Property, Plant and Equipment [Line Items]    
Total 21,231 20,607
Machinery [Member]    
Property, Plant and Equipment [Line Items]    
Total 1,184,382 1,241,778
Leasehold Improvements [Member]    
Property, Plant and Equipment [Line Items]    
Total 1,083,462 1,139,087
Property, Plant and Equipment, Other Types [Member]    
Property, Plant and Equipment [Line Items]    
Total $ 21,914 $ 17,485
v3.23.2
PROPERTY AND EQUIPMENT, NET (Details Narrative) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Property, Plant and Equipment [Abstract]        
Depreciation expense $ 88,509 $ 26,947 $ 192,909 $ 55,925
v3.23.2
SCHEDULE OF INTANGIBLE ASSET (Details) - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]    
Software $ 10,675 $ 8,564
Less: Accumulated amortization (7,434) (7,295)
Intangible asset, net $ 3,241 $ 1,269
v3.23.2
INTANGIBLE ASSET, NET (Details Narrative) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Goodwill and Intangible Assets Disclosure [Abstract]        
Amortization expense $ 357 $ 633 $ 518 $ 1,294
v3.23.2
SCHEDULE OF TAX PAYABLE (Details) - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Taxes payable $ 103,636 $ 104,100
Value Added [Member]    
Taxes payable 57,316 56,806
Income [Member]    
Taxes payable 29,409 30,919
City Construction [Member]    
Taxes payable 4,148 3,746
Education [Member]    
Taxes payable 2,966 2,184
Other [Member]    
Taxes payable $ 9,797 $ 10,445
v3.23.2
SCHEDULE OF ACCRUED LIABILITIES AND OTHER PAYABLES (Details) - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Payables and Accruals [Abstract]    
Accrued employees’ social insurance $ 250,302 $ 270,349
Accrued payroll and commission 347,562 307,331
Accrued rent expense 49,916 32,746
Construction payable 1,217,754 1,384,674
Payable for equipment purchase 23,689 32,278
Accrued professional fees 194,393 233,894
Deposit 11,084 11,308
Other payables 48,731 83,910
Total $ 2,143,431 $ 2,356,490
v3.23.2
LOAN FROM THIRD PARTIES (Details Narrative) - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Debt Disclosure [Abstract]    
Loan from third parties $ 82,744 $ 86,992
v3.23.2
SCHEDULE OF OPERATING LEASE LIABILITIES (Details) - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Leases [Abstract]    
Operating lease right-of-use assets $ 682,694 $ 999,285
Operating lease liabilities – current 601,626 883,583
Operating lease liability – non-current 205,903 194,725
Total operating lease liabilities $ 807,529 $ 1,078,308
v3.23.2
SCHEDULE OF OPERATING LEASE EXPENSES (Details) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Leases [Abstract]        
Operating lease expenses $ 207,035 $ 220,203 $ 417,369 $ 449,445
v3.23.2
SCHEDULE OF OTHER INFORMATION RELATED LEASES (Details) - USD ($)
6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Leases [Abstract]    
Operating cash flows from operating leases $ 405,079 $ 418,711
Weighted average operating lease term 1 year 5 months 15 days 1 year 10 months 28 days
Weighted average operating lease discount rate 4.75% 4.75%
v3.23.2
SCHEDULE OF MATURITIES OF LEASE LIABILITIES (Details) - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Leases [Abstract]    
2023 (excluding the six months ended June 30, 2023) $ 543,223  
2024 150,094  
2025 88,611  
2026 37,969  
2027 8,274  
Thereafter 3,448  
Total lease payments 831,619  
Less: imputed interest (24,090)  
Total lease liabilities 807,529 $ 1,078,308
Less: current portion (601,626) (883,583)
Lease liabilities – non-current portion $ 205,903 $ 194,725
v3.23.2
LEASE (Details Narrative)
Jun. 30, 2023
Aixin Shangyan Hotel Management [Member]  
Lease term 6 months
Runcansheng [Member]  
Lease term 2 years 8 months 1 day
Minimum [Member]  
Lease term 3 months
Minimum [Member] | AiXintang Pharmacises [Member]  
Lease term 1 year 5 months 15 days
Maximum [Member]  
Lease term 4 years 11 months 1 day
Maximum [Member] | AiXintang Pharmacises [Member]  
Lease term 3 years 2 months 1 day
v3.23.2
SCHEDULE OF ADVANCES AND ACCOUNTS PAYABLE TO RELATED PARTY (Details) - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Chengdu Aixin International travel service Co, Ltd [Member]    
Related Party Transaction [Line Items]    
Advances and accounts payable to related party $ 25,453
Luquan Shengcaofeng Biotechnology Co Ltd [Member]    
Related Party Transaction [Line Items]    
Advances and accounts payable to related party $ 165,958
v3.23.2
SCHEDULE OF RELATED PARTY TRANSACTIONS (Details) - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Related Party Transaction [Line Items]    
Advance from related parties $ 134,320 $ 83,102
Advance to related parties 204,443 236,882
Chengdu WenJiang Aixin Nanjiang Pharmacy Co., Ltd. [Member]    
Related Party Transaction [Line Items]    
Advance from related parties 4,925 9,708
Sichuan Aixin Investment Co., Ltd [Member]    
Related Party Transaction [Line Items]    
Advance from related parties 8,978 145
Chengdu Fuxiang Tang Pharmacy Co., Ltd. [Member]    
Related Party Transaction [Line Items]    
Advance from related parties 27,302 26,125
Chengdu WenJiang Aixin Huiwan Pharmacy Co., Ltd. [Member]    
Related Party Transaction [Line Items]    
Advance from related parties 459
Chengdu Xilongwan Pharmacy Co., Ltd. [Member]    
Related Party Transaction [Line Items]    
Advance from related parties 414
Chengdu Heshengyuan Pharmacy Co., Ltd. [Member]    
Related Party Transaction [Line Items]    
Advance from related parties 2,069
Chengdu Zhiweibing Pharmacy Co., Ltd. [Member]    
Related Party Transaction [Line Items]    
Advance from related parties 4,156
Chengdu Tongtai tang Pharmacy Co. Ltd. [Member]    
Related Party Transaction [Line Items]    
Advance from related parties 1,089
Chengdu city Wuhou District Xiaofei Pharmacy Co., Ltd [Member]    
Related Party Transaction [Line Items]    
Advance from related parties 4,982
Chengdu Wenjiang district Heneng hupu Pharmacy Co., Ltd [Member]    
Related Party Transaction [Line Items]    
Advance from related parties 26,126 34,622
Chengdu Cigu foshou Pharmacy [Member]    
Related Party Transaction [Line Items]    
Advance from related parties 1,514
Mianyang Aixin Cunshan Pharmacy [Member]    
Related Party Transaction [Line Items]    
Advance from related parties 1,540
Chengdu Aixin International travel service Co, Ltd [Member]    
Related Party Transaction [Line Items]    
Advance from related parties 359  
Advance to related parties 4,981 6,346
Chengdu Lisheng Huiren Tang Pharmacy Co., Ltd. [Member]    
Related Party Transaction [Line Items]    
Advance from related parties 50,407 12,502
Quanzhong Lin [Member]    
Related Party Transaction [Line Items]    
Advance to related parties 109,354 140,644
Yirong Shen [Member]    
Related Party Transaction [Line Items]    
Advance to related parties 85,502 89,892
Tianming Long [Member]    
Related Party Transaction [Line Items]    
Advance to related parties 1,040
Sichuan Yunxi Pharmacy Co. Ltd [Member]    
Related Party Transaction [Line Items]    
Advance to related parties 1,931
Chengdu Yi Yan Tang Pharmacy Co. Ltd. [Member]    
Related Party Transaction [Line Items]    
Advance to related parties $ 1,635
v3.23.2
RELATED PARTY TRANSACTIONS (Details Narrative)
1 Months Ended 35 Months Ended
May 31, 2014
USD ($)
May 31, 2014
CNY (¥)
Feb. 28, 2023
USD ($)
Feb. 28, 2023
CNY (¥)
Jun. 30, 2023
USD ($)
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]          
Payments for rent $ 690 ¥ 5,000      
Lease expiration date May 28, 2028 May 28, 2028      
Future annual minimum lease payment, 2024         $ 150,094
Future annual minimum lease payment, 2025         88,611
Future annual minimum lease payment, 2026         37,969
Future annual minimum lease payment, 2027         8,274
Renewed [Member]          
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]          
Payments for rent $ 690 ¥ 5,000      
Office Leases [Member]          
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]          
Future annual minimum lease payment, 2024         8,274
Future annual minimum lease payment, 2025         8,274
Future annual minimum lease payment, 2026         8,274
Future annual minimum lease payment, 2027         8,274
Future annual minimum lease payment, 2028         7,585
Office Leases [Member] | Yunnan Runcangsheng Technology Co., Ltd [Member]          
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]          
Payments for rent     $ 690 ¥ 5,000  
Lease expiration date     Feb. 28, 2026 Feb. 28, 2026  
Future annual minimum lease payment, 2024         8,274
Future annual minimum lease payment, 2025         8,274
Future annual minimum lease payment, 2026         $ 5,516
Office Leases [Member] | Xiaoyan Zhou [Member]          
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]          
Payments for rent     $ 414 ¥ 3,000  
v3.23.2
INCOME TAXES (Details Narrative) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Operating Loss Carryforwards [Line Items]        
Unrecognized tax benefits interest and penalties expenses $ 0 $ 0 $ 0 $ 0
Foreign Tax Authority [Member]        
Operating Loss Carryforwards [Line Items]        
Effective income tax rate     25.00%  
v3.23.2
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($)
3 Months Ended 6 Months Ended
Feb. 17, 2023
Aug. 17, 2020
Oct. 24, 2019
Oct. 22, 2019
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Dec. 31, 2022
Accumulated Other Comprehensive Income (Loss) [Line Items]                  
Stock split 1 for 2 reverse stock split one (1)-for-four (4) reverse stock              
Preferred Stock, Shares Authorized         20,000,000   20,000,000   20,000,000
Preferred stock,par value         $ 0.001   $ 0.001   $ 0.001
Common stock, shares authorized         500,000,000   500,000,000   500,000,000
Common Stock, par value $ 0.00001       $ 0.00001   $ 0.00001   $ 0.00001
Reverse stock split             24,999,842    
Common stock shares issued         24,999,842   24,999,842   24,999,842
Common stock shares outstanding 24,999,842       24,999,842   24,999,842   24,999,842
Stock based compensation         $ 92,885 $ 92,885 $ 185,770 $ 185,770  
Unrecognized compensation expenses         $ 486,897   $ 486,897    
Employee services expected to be recognized             1 year 3 months 25 days    
Proceeds from contributed capital             $ 144,300  
Yunnan Shengshengyuan Technology Co Ltd [Member]                  
Accumulated Other Comprehensive Income (Loss) [Line Items]                  
Proceeds from contributed capital             $ 145,300    
Employees and Contractors [Member] | 2019 Equity Incentive Plan [Member]                  
Accumulated Other Comprehensive Income (Loss) [Line Items]                  
Issuance of shares     275,000 18,750          
Issuance of value     $ 1,520,200 $ 337,500          
Price per share     $ 5.528 $ 18          
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period             5 years    
Share-Based Compensation Arrangement by Share-Based Payment Award, Description             the grantee will forfeit 80% of Shares Granted if no longer employed by or contracted with the Company on the date that is one year from the grant date, forfeit 60% of Shares Granted if no longer employed by or contracted with the Company on the date that is two years from the grant date, forfeit 40% of Shares Granted if no longer employed by or contracted with the Company on the date that is three years from the grant date, and forfeit 20% of Shares Granted if no longer employed by or contracted with the Company on the date that is four years from the grant date. Effective on the 5th year from the grant date, none of the shares will be subject to forfeiture    
Common Stock [Member]                  
Accumulated Other Comprehensive Income (Loss) [Line Items]                  
Common stock shares issued         24,999,842   24,999,842   24,999,842
Common stock shares outstanding         24,999,842   24,999,842   24,999,842
v3.23.2
STATUTORY RESERVES (Details Narrative) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Net income transfer, rate     10.00%  
Capital reserve, rate     50.00%  
Statutory reserve fund $ 0 $ 0 $ 0 $ 0
Minimum [Member]        
Net income transfer, rate     5.00%  
Capital reserve, rate     25.00%  
Maximum [Member]        
Net income transfer, rate     10.00%  
v3.23.2
OPERATING CONTINGENCIES (Details Narrative) - 1 months ended Dec. 31, 2020
USD ($)
CNY (¥)
Commitments and Contingencies Disclosure [Abstract]    
Purchase commitment amount $ 392,305 ¥ 2,500,000
Litigation settlement expense $ 392,305 ¥ 2,500,000
v3.23.2
SCHEDULE OF FAIR VALUES OF THE ASSETS ACQUIRED AND LIABILITIES ASSUMED (Details) - USD ($)
Jul. 19, 2022
Jun. 30, 2023
Dec. 31, 2022
Estimated fair value of liabilities assumed:      
Goodwill as a result of the acquisition  
Yunnan Runcangsheng Technology Co., Ltd [Member]      
Business Acquisition [Line Items]      
Total purchase considerations $ 4,301,293    
Estimated fair value of assets acquired:      
Cash 446,381    
Accounts receivable 144,813    
Accounts receivable-related party 133,011    
Advance to suppliers 3,455    
Other receivables and prepaid expense 127,909    
Inventory 469,594    
Property and equipment 1,677,272    
Intangible assets 1,406    
Operating lease right-of-use assets 1,990    
Total assets acquired 3,005,831    
Estimated fair value of liabilities assumed:      
Accounts payable (89,801)    
Accounts payable-related party (160,911)    
Advance from customers (4,790)    
Government grant (921,473)    
Taxes payable (21,156)    
Operating lease liability (15,182)    
Accrued liabilities and other payables (1,314,995)    
Total liabilities assumed (2,528,308)    
Total net assets acquired 477,523    
Goodwill as a result of the acquisition $ 3,823,770    
v3.23.2
SCHEDULE OF BUSINESS ACQUISITION PRO FORMA (Details) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2022
Jun. 30, 2022
Business Combination and Asset Acquisition [Abstract]    
Revenue $ 548,308 $ 1,050,147
Operating costs and expenses 1,336,027 2,620,971
Loss from operations (787,719) (1,570,824)
Other income 30,167 50,768
Income tax expense 473 965
Net loss $ (758,025) $ (1,521,021)
v3.23.2
ACQUISITION OF SUBSIDIARIES (Details Narrative)
12 Months Ended
Jul. 19, 2022
USD ($)
Dec. 31, 2021
USD ($)
Dec. 31, 2021
CNY (¥)
Yunnan Runcangsheng Technology Co., Ltd [Member]      
Business Acquisition [Line Items]      
Business combination consideration transferred $ 4,301,293    
Yunnan Runcangsheng Technology Co., Ltd [Member] | Transfer Agreement [Member]      
Business Acquisition [Line Items]      
Business combination consideration transferred   $ 4,418,095 ¥ 31,557,820
Business combination, adjusted   $ 116,802  
Yunnan Shengshengyuan Technology Co., Ltd [Member]      
Business Acquisition [Line Items]      
Equity interest percentage 95.00%    
Yun Chen [Member]      
Business Acquisition [Line Items]      
Equity interest percentage 5.00%    

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