UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 10-Q

 

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

 

For the quarterly period ended March 31, 2022

 

or

 

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

 

For the transition period from ___________ to ___________

 

Commission File Number: 000-50155

 

BIMI International Medical Inc.

(Exact name of registrant as specified in its charter)

 

Delaware   02-0563302
(State of Incorporation)   (I.R.S. Employer ID Number)
     
9th Floor, Building 2, Chongqing Corporation Avenue,
Yuzhong District, Chongqing,
P. R. China
  400010
(Address of Principal Executive Offices)   (Zip Code)

 

(+86) 023-6310 7239

(Registrant’s telephone number, including area code)

 

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

 

Title of Each Class   Trading Symbol(s)   Name of Each Exchange on Which Registered
Common stock, $0.001 par value   BIMI   The NASDAQ Capital Market

 

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

 

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

 

Large accelerated filer Accelerated filer
Non-accelerated filer Smaller reporting company
    Emerging growth company

 

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

 

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

 

As of May 17, 2022, the registrant had 10,359,264 shares of common stock, par value $0.001 per share, issued and shares outstanding.

 

 

 

 

 

 

TABLE OF CONTENTS

 

      Page
PART I FINANCIAL INFORMATION   1
Item 1 Financial Statements   1
Item 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations   35
Item 3 Quantitative and Qualitative Disclosures About Market Risk   47
Item 4 Controls and Procedures   47
       
PART II OTHER INFORMATION   48
Item 1 Legal Proceedings   48
Item 1A Risk Factors   48
Item 2 Unregistered Sales of Equity Securities and Use of Proceeds   48
Item 3 Defaults Upon Senior Securities   48
Item 4 Mine Safety Disclosures   48
Item 5 Other Information.   48
Item 6 Exhibits.   49
       
Signatures     50

 

i

 

 

PART I. FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

BIMI INTERNATIONAL MEDICAL, INC. AND ITS SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)

 

   March 31,   December 31, 
   2022   2021 
ASSETS        
CURRENT ASSETS          
Cash  $1,606,214   $4,797,849 
Accounts receivable, net   7,515,863    7,005,442 
Advances to suppliers   6,797,153    3,163,836 
Amount due from related parties   803,191    622,554 
Inventories, net   2,169,589    2,639,883 
Prepayments and other receivables   3,162,380    2,930,083 
Total current assets   22,054,390    21,159,647 
           
NON-CURRENT ASSETS          
Deferred tax assets   208,448    207,549 
Property, plant and equipment, net   3,343,981    3,521,401 
Intangible assets-net   17,752    18,039 
Operating lease-right of use assets   4,711,222    4,845,509 
Goodwill   8,376,217    8,376,217 
Total non-current assets   16,657,620    16,968,715 
           
TOTAL ASSETS  $38,712,010   $38,128,362 
           
LIABILITIES AND EQUITY          
CURRENT LIABILITIES          
Short-term loans  $1,791,531   $1,799,394 
Long-term loans due within one year   186,750    369,187 
Convertible promissory notes, net   5,765,617    5,211,160 
Accounts payable, trade   6,629,460    7,339,210 
Advances from customers   2,447,076    1,943,028 
Amount due to related parties   531,817    730,285 
Taxes payable   692,908    662,777 
Other payables and accrued liabilities   1,724,964    3,082,917 
Lease liability-current   924,360    954,182 
Total current liabilities   20,694,483    22,092,140 
           
NON-CURRENT LIABILITIES          
Lease liability-non current   4,094,833    4,161,789 
Long-term loans - non-current   528,911    538,006 
Total non-current liabilities   4,623,744    4,699,795 
           
TOTAL LIABILITIES   25,318,227    26,791,935 
           
EQUITY          
Common stock, $0.001 par value; 200,000,000 shares authorized; 10,359,264 and 8,502,222 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively *   10,359    8,502 
Additional paid-in capital   60,566,188    55,220,130 
Statutory reserves   2,263,857    2,263,857 
Accumulated deficit   (50,640,327)   (47,900,929)
Accumulated other comprehensive income   1,051,790    1,601,870 
Total BIMI International Medical Inc.’s equity   13,251,867    11,193,430 
           
NON-CONTROLLING INTERESTS   141,916    142,997 
           
Total equity   13,393,783    11,336,427 
           
Total liabilities and equity  $38,712,010   $38,128,362 

 

 
*Retrospectively restated due to five for one reverse stock split, see Note 21

 

The accompanying notes are an integral part of the condensed consolidated financial statements

 

1

 

 

BIMI INTERNATIONAL MEDICAL, INC. AND ITS SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(UNAUDITED)

 

   For three months ended
March 31,
 
   2022   2021 
REVENUES   5,019,748    2,168,004 
           
COST OF REVENUES   3,561,278    1,575,743 
           
GROSS PROFIT   1,458,470    592,261 
           
OPERATING EXPENSES:          
Sales and marketing   754,880    452,636 
General and administrative   3,260,289    3,380,014 
Total operating expenses   4,015,169    3,832,650 
           
LOSS FROM OPERATIONS   (2,556,699)   (3,240,389)
           
OTHER INCOME (EXPENSE)          
Interest income   146    
-
 
Interest expense   (107,759)   (44,355)
Exchange loss   (3,266)   
-
 
Other income/(expense)   (50,321)   12,865 
Total other expense, net   (161,200)   (31,490)
           
LOSS BEFORE INCOME TAXES   (2,717,899)   (3,271,879)
           
PROVISION FOR INCOME TAXES   22,581    18,748 
           
NET LOSS   (2,740,480)   (3,290,627)
Less: net income/(loss) attributable to non-controlling interest   (1,082)   42,615 
NET LOSS ATTRIBUTABLE TO BIMI INTERATIONAL MEDICAL INC.  $(2,739,398)  $(3,333,242)
           
OTHER COMPREHENSIVE LOSS          
Foreign currency translation adjustment   (550,080)   (149,597)
           
TOTAL COMPREHENSIVE LOSS   (3,290,560)   (3,440,224)
Less: comprehensive loss attributable to non-controlling interests   (24,974)   (10,886)
COMPREHENSIVE LOSS ATTRIBUTABLE TO BIMI INTERNATIONAL MEDICAL INC.  $(3,265,586)  $(3,429,338)
           
WEIGHTED AVERAGE NUMBER OF COMMON SHARES          
Basic and diluted   10,087,665    3,338,608 
           
LOSS PER SHARE          
Basic and diluted  $(0.27)  $(0.99)

 

The accompanying notes are an integral part of the condensed consolidated financial statements

 

2

 

 

BIMI INTERNATIONAL MEDICAL, INC. AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EQUITY
(UNAUDITED)

 

   Common Stock   Additional
Paid-in
  

Accumulated

Other

Comprehensive

   Statutory   Non Controlling   Accumulated  

Total

Stockholders’

 
   Shares*   Amount   Capital   Income  

Reserves

  

Interests

   Deficit   Equity 
Balance as of December 31, 2021   8,502,222    8,502    55,220,130    1,601,870    2,263,857    142,997    (47,900,929)   11,336,427 
                                         
Issuance of common shares   1,857,042    1,857    5,346,058    
-
    
-
    
-
    
-
    5,347,915 
                                         
Net loss   -    
-
    
-
    
-
    
-
    (24,974)   (2,739,398)   (2,764,372)
                                         
Foreign currency translation adjustment   -    
-
    
-
    (550,080)   
 
    23,893    
-
    (526,187)
                                         
Balance as of March 31, 2022   10,359,264    10,359    60,566,188    1,051,790    2,263,857    141,916    (50,640,327)   13,393,783 

 

The accompanying notes are an integral part of the condensed consolidated financial statements

 

3

 

 

BIMI INTERNATIONAL MEDICAL, INC. AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

 

   For the three months ended
March 31,
 
   2022   2021 
CASH FLOWS FROM OPERATING ACTIVITIES:        
Net loss  $(2,740,480)  $(3,290,627)
Adjustments to reconcile net loss to cash used in operating activities:          
Depreciation and amortization   89,159    35,958 
Inventories impairment reserve   
-
    14,507 
Allowance for doubtful accounts   (584)   (43,799)
Stock compensation   
-
    585,000 
Lease expense   
-
    20,719 
Amortization of discount of convertible promissory notes   554,457    1,607,105 
           
Change in operating assets and liabilities          
Accounts receivable   (509,837)   (334,056)
Advances to suppliers   1,714,599    (387,940)
Prepayments and other receivables   (232,298)   281,718 
Inventories   470,294    (2,572,438)
Operating lease-right of use assets   134,287    64,231 
Accounts payable, trade   (709,750)   2,803,460 
Advances from customers   504,048    329,591 
Operating lease liabilities   (96,779)   (95,368)
Taxes payable   30,130    (701,687)
Other payables and accrued liabilities   (1,357,952)   (46,085)
Net cash used in operating activities   (2,150,706)   (1,729,711)
           
CASH FLOWS FROM INVESTING ACTIVITIES:          
Cash received from acquisition of Guoyitang Hospital   
-
    28,457 
Cash received from acquisition of Zhongshan Hospital   
-
    46,748 
Purchase of property, plant, and equipment   
-
    (36,100)
Net cash provided by investing activities   
-
    39,105 
    -    - 
CASH FLOWS FROM FINANCING ACTIVITIES:          
Proceeds from short-term loan   
-
    462,773 
Repayment of long-term loan   
-
    (295,404)
Net proceeds from issuance of convertible promissory notes   
-
    4,065,000 
Repayment of short-term loans   (7,863)   (4,419)
Long-term loans due within one year   (191,530)   
-
 
Amount financed from/(to) related parties   (379,105)   164,067 
Net cash provided by (used in) financing activities   (578,498)   4,392,017 
           
EFFECT OF EXCHANGE RATE ON CASH   (462,431)   (1,295)
           
NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS   (3,191,635)   2,700,116 
CASH AND CASH EQUIVALENTS, beginning of period   4,797,849    135,308 
CASH AND CASH EQUIVALENTS, end of period  $1,606,214   $2,835,424 
           
SUPPLEMENTAL CASH FLOW INFORMATION:          
Cash paid for income tax  $19,319   $86,153 
Cash paid for interest expense, net of capitalized interest  $12,916   $47,696 
           
NON-CASH TRANSACTIONS OF INVESTING AND FINANCING ACTIVITIES          
           
Issuance of common shares for equity acquisition of Guoyitang Hospital  $
-
   $2,000 
Issuance of common shares for equity acquisition of Zhongshan Hospital  $
-
   $2,000 
Issuance of common shares for equity acquisition of Mali Hospital  $600   $
-
 
Goodwill recognized from equity acquisition of Zhongshan Hospital  $
-
   $10,433,494 
Goodwill recognized from equity acquisition of Guoyitang Hospital  $
-
   $7,154,392 
Outstanding payment for equity acquisition of Guanzan Group  $
-
   $3,065,181 
Outstanding payment for equity acquisition of Guoyitang Hospital  $
-
   $6,100,723 
Outstanding payment for equity acquisition of Zhongshan Hospital  $
-
   $6,100,723 

 

4

 

 

BIMI INTERNATIONAL MEDICAL INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

1. ORGANIZATION AND BUSINESS BACKGROUND

 

BIMI International Medical, Inc. (the “Company” or “BIMI”) was incorporated in the State of Delaware as Galli Process, Inc. on October 31, 2000. On February 7, 2002, the Company changed its name to Global Broadcast Group, Inc. On November 12, 2004, the Company changed its name to Diagnostic Corporation of America. On March 15, 2007, the Company changed its name to NF Energy Saving Corporation of America, and on August 24, 2009, the Company changed its name to NF Energy Saving Corporation. On December 16, 2019, the Company changed its name to BOQI International Medical Inc., to reflect the Company’s refocus of its business from the energy saving industry to the health care industry. Since March 7, 2012, the common stock of the Company (the “Common Stock”) has been traded on the Nasdaq Capital Market.

 

Until October 14, 2019, the Company, through NF Energy Saving Investment Limited and its subsidiaries (the “NF Group”), operated in the energy saving enhancement technology industry in the People’s Republic of China (the “PRC”). The NF Group focused on providing services relating to energy saving technology, optimization design, energy saving reconstruction of pipeline networks and contractual energy management for the electric power, petrochemical, coal, metallurgy, construction, and municipal infrastructure development industries in the PRC and the manufacture and sales of energy-saving flow control equipment. In late 2019, the Company committed to a plan to dispose of all its equity interests in the NF Group and on March 31, 2020, the Company entered into a stock purchase agreement (the “NF SPA”) to sell the NF Group. The sale of the NF Group closed on June 23, 2020. Please refer to NOTE 7 for more information relating to the sale of the NF Group.

 

On October 14, 2019, the Company acquired 100% of the equity interests in Lasting Wisdom Holdings Limited (“Lasting”), a limited company incorporated under the laws of the British Virgin Islands (“BVI”). Lasting has limited operating activities since incorporation except for holding the ownership interest in Pukung Limited (“Pukung”), a company organized under the laws of Hong Kong. Pukung owns 100% of the equity interest in Beijing Xinrongxin Industrial Development Co., Ltd. (“Xinrongxin”), a company organized under the laws of the PRC. Xinrongxin owns all the ownership interest of Dalian Boqi Zhengji Pharmacy Chain Co., Ltd. (“Boqi Zhengji”). Boqi Zhengji operated 16 retail pharmacy stores in China at the time of the acquisition. Lasting, Pukung, Xinrongxin and Boqi Zhengji are hereinafter collectively referred to as the “Boqi Zhengji Group”. Xinrongxin also owns 100% equity interests in Dalian Boyi Technology Co., Ltd. (“Dalian Boyi”), a subsidiary established in January 2020 and responsible for the Company’s R&D and other technology related functions. On June 24, 2020, the Company established a wholly owned subsidiary Boyi (Liaoning) Technology Co.,Ltd (“Liaoning Boyi”), in order to be qualified to participate in local healthcare projects. On December 22, 2020, the Company established another subsidiary Bimai Pharmaceutical (Chongqing) Co., Ltd., replace Xinronxin as the holding company owing all the retail, wholesale and hospital operations in China.

 

On March 18, 2020, the Company, through its wholly owned subsidiary, Xinrongxin, acquired 100% of the equity interests in Chongqing Guanzan Technology Co., Ltd. (“Guanzan”). Guanzan holds an 80% equity interest in Chongqing Shude Pharmaceutical Co., Ltd. (“Shude”, collectively with Guanzan, the “Guanzan Group”). Guanzan also owns 100% equity interest in Chongqing Lijiantang Pharmaceutical Co. Ltd., a subsidiary established in May 2020. Lijiantang operates 4 retail pharmacy stores in China (collectively, the “Lijiantang Pharmacy Group”).

 

On December 11, 2020, the Company entered into a stock purchase agreement to sell Boqi Zhengji. The sale of the Boqi Zhengji was closed by the end of 2020, although the government record was not updated until February 2, 2021 due to the Chinese government’s alternative working schedule and other delays caused by COVID-19.

 

On December 9, 2020, the Company entered into an agreement to acquire 100% of the equity interests in Chongqing Guoyitang Hospital (“Guoyitang”), the owner and operator of a private general hospital in Chongqing City, a city in Southwest China. The transaction closed on February 2, 2021. On December 15, 2020, the Company entered into a stock purchase agreement to acquire Chaohu Zhongshan Minimally Invasive Hospital (“Zhongshan”), a private hospital in the Southeast region of China. The transaction closed on February 5, 2021.

 

On April 9, 2021, the Company entered into a stock purchase agreement to acquire three private hospitals in the PRC, Wuzhou Qiangsheng Hospital (“Qiangsheng”), Suzhou Eurasia Hospital(“Eurasia”) and Yunnan Yuxi MinKang hospital (“Minkang”). The transaction closed on May 6, 2021.

 

On April 21, 2021, Bimai Hospital Management (Chongqing) Co. Ltd. was incorporated in the PRC by the Company to manage the operations of the Company’s medical devices segment.

 

5

 

 

On April 21, 2021, Pusheng Pharmaceutical Co., Ltd. was incorporated in the PRC by the Company to manage its wholesale distribution of generic drugs.

 

On September 10, 2021, the Company entered into a stock purchase agreement to acquire 100% of the equity interests in Chongqing Zhuoda Pharmaceutical Co., LTD (“Zhuoda”). The transaction closed on October 8, 2021.

 

On December 20, 2021, the Company entered into a stock purchase agreement to acquire Bengbu Mali OB-GYN Hospital Co., Ltd. (“Mali Hospital”). The closing of the Mali Hospital SPA has not taken place as of the date of this report.

 

The Pharmacy Group engages in the retail sale of medicine and other healthcare products in the PRC. The Pharmacy Group sells its medicine and other healthcare products to customers through its directly-owned stores. The Pharmacy Group offers a wide range of products, including prescription and over-the-counter (“OTC”) drugs, nutritional supplements, traditional Chinese medicines, personal and family care products and medical devices, as well as miscellaneous items.

 

The Company’s wholesale segments are engaged in the distribution of medical devices and pharmaceuticals.

 

The Company’s medical services segments are engaged in providing medical services in the hospitals.

 

As of March 31,2022, the details of the Company’s subsidiaries are as follows:

 

Name   Place of incorporation and
kind of legal entity
  Principal activities and
place of operation
  Effective interest held  
Lasting Wisdom Holdings Limited (“Lasting”)   British Virgin Island, a limited liability company   Investment holding   100 %
               
Pukung Limited (“Pukung”)   Hong Kong, a limited liability company   Investment holding   100 %
               
Beijing Xinrongxin Industrial Development Co., Ltd. (“Xinrongxin”)   The PRC, a limited liability company   Investment holding   100 %
               
Boyi (Liaoning) Technology Co., Ltd (“Liaoning Boyi”)   The PRC, a limited liability company   IT Technology service research and development   100 %
               
Dalian Boyi Technology Co., Ltd (“Dalian Boyi”)   The PRC, a limited liability company   IT Technology service research and development   100 %
               
Chongqing Guanzan Technology Co., Ltd. (“Guanzan”)   The PRC, a limited liability company   Wholesale distribution of medical devices in the PRC   100 %
               
Chongqing Shude Pharmaceutical Co., Ltd.(“Shude”)   The PRC, a limited liability company   Wholesale distribution of generic drugs in the PRC   95 %
               
Chongqing Lijiantang Pharmaceutical Co., Ltd.(“Lijiantang”)   The PRC, a limited liability company   Wholesale distribution of generic drugs in the PRC   100 %
               
Bimai Pharmaceutical (Chongqing) Co., Ltd.   The PRC, a limited liability company   Investment holding   100  

 

6

 

 

Chongqing Guoyitang Hospital Co., Ltd.   The PRC, a limited liability company   Hospital in the PRC   100  
               
Chongqing Huzhongtang Healthy Technology Co., Ltd.   The PRC, a limited liability company   Wholesale distribution of generic drugs in the PRC   100  
               
Chaohu Zhongshan Minimally Invasive Hospital Co.,Ltd.   The PRC, a limited liability company   Hospital in the PRC   100  
               
Yunnan Yuxi Minkang Hospital Co., Ltd.   The PRC, a limited liability company   Hospital in the PRC   100  
               
Wuzhou Qiangsheng Hospital Co., Ltd.   The PRC, a limited liability company   Hospital in the PRC   100  
               
Suzhou Eurasia Hospital Co., Ltd.   The PRC, a limited liability company   Hospital in the PRC   100  
               
Bimai Hospital Management (Chongqing) Co. Ltd   The PRC, a limited liability company   Hospital management in the PRC   100  
               
Pusheng Pharmaceutical Co., Ltd   The PRC, a limited liability company   Wholesale distribution of generic drugs in the PRC   100  
               
Chongqing Zhuoda Pharmaceutical Co., Ltd(“Zhuoda”)   The PRC, a limited liability company   Wholesale distribution of generic drugs in the PRC   100  
               
Chongqing Qianmei Medical Devices Co., Ltd (“Qianmei”)   The PRC, a limited liability company   Wholesale distribution of medical devices in the PRC   100  

 

2. GOING CONCERN UNCERTAINTIES

 

The accompanying unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the discharge of liabilities in the normal course of business for the foreseeable future.

 

As reflected in the accompanying unaudited condensed consolidated financial statements, the Company incurred significant net losses of $2,740,480 and $3,290,627 and cash outflows of $2,150,706 and $1,729,711 from operating activities for the three months ended March 31, 2022 and 2021, respectively. As of March 31, 2022, the Company had an accumulated deficit of $50.64 million. In addition, the Company continues to generate operating losses and has limited cash flow from its operations. Primarily as a result of its operating loss in the quarter, the Company’s cash position declined by $2.15 million in the three months ended March 31, 2022. Management believes these factors raise substantial doubt about the Company’s ability to continue as a going concern for the next twelve months.

 

The continuation of the Company as a going concern through the next twelve months is dependent upon (1) the continued financial support from its stockholders or external financing, and (2) further implementation of management’s business plan to generate sufficient revenues and cash flow to meet its obligations. While the Company believes in the viability of its strategy to increase sales volume and in its ability to raise additional funds, there can be no assurance to that it will be successful in either respect.

 

These conditions raise substantial doubt about the Company’s ability to continue as a going concern. These unaudited condensed financial statements do not include any adjustments to reflect the possible future effect on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the outcome of these uncertainties. Management believes that the actions presently being taken to obtain additional funding and implement its strategic plan provides the opportunity for the Company to continue as a going concern.

 

7

 

 

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of presentation and consolidation

 

These accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”). These unaudited condensed consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant inter-company balances and transactions within the Company have been eliminated upon consolidation.

 

The unaudited condensed consolidated financial information as of March 31, 2022 and for the three months ended March 31, 2022 and 2021 have been prepared, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures, which are normally included in annual consolidated financial statements prepared in accordance with US GAAP, have been omitted pursuant to those rules and regulations. The unaudited interim condensed consolidated financial information should be read in conjunction with the consolidated financial statements and the notes thereto, included in the Company’s Form 10-K for the fiscal year ended December 31, 2021 previously filed with the SEC on April 15, 2022.

 

In the opinion of management, all adjustments (which include normal recurring adjustments) necessary to present a fair statement of the Company’s unaudited condensed consolidated financial position as of March 31, 2022 and its unaudited condensed consolidated results of operations for the three months ended March 31, 2022 and 2021, and its unaudited condensed consolidated cash flows for the three months ended March 31, 2022 and 2021, as applicable, have been made. The results of operations are not necessarily indicative of the operating results for the fiscal year or any future periods.

 

Use of estimates

 

The preparation of these condensed consolidated financial statements in conformity with the US GAAP requires management to make estimates and judgments that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities on the date of these condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. The Company bases its estimates and judgments on historical experience and on various other assumptions and information that are believed to be reasonable under the circumstances. Estimates and assumptions of future events and their effects cannot be perceived with certainty and, accordingly, these estimates may change as new events occur, as more experience is acquired, as additional information is obtained and as our operating environment changes. Significant estimates and assumptions made by management include, among others, useful lives and impairment of long-lived assets, collectability of accounts receivable, advances to suppliers allowance for doubtful accounts, reserve of inventory, fair value of goodwill and valuation of derivative liabilities. While the Company believes that the estimates and assumptions used in the preparation of these condensed consolidated financial statements are appropriate, actual results could differ from those estimates. Estimates and assumptions are periodically reviewed and the effects of revisions are reflected in the consolidated financial statements in the period they are determined to be necessary.

 

Business combination

 

The Company accounts for its business combinations using the acquisition method of accounting in accordance with ASC 805 “Business Combinations”. The cost of an acquisition is measured as the aggregate of the acquisition date fair values of the assets transferred and liabilities incurred by the Company to the sellers and equity instruments issued. Transaction costs directly attributable to the acquisition are expensed as incurred. Identifiable assets and liabilities acquired or assumed are measured separately at their fair values as of the acquisition date, irrespective of the extent of any non-controlling interests. The excess of (i) the total costs of acquisition, fair value of the non-controlling interests and acquisition date fair value of any previously held equity interest in the acquiree over (ii) the fair value of the identifiable net assets of the acquiree is recorded as goodwill. If the cost of acquisition is less than the acquisition date amounts of the net assets of the subsidiary acquired, the difference is recognized directly in the consolidated income statements. During the measurement period, which can be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Subsequent to the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any further adjustments are recorded in the consolidated income statements.

 

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In a business combination achieved in stages, the Company re-measures the previously held equity interest in the acquiree immediately before obtaining control at its acquisition date fair value and the re-measurement gain or loss, if any, is recognized in the consolidated income statements.

 

When there is a change in ownership interests or a change in contractual arrangements that results in a loss of control of a subsidiary, the Company deconsolidates the subsidiary from the date control is lost. Any retained non-controlling investment in the former subsidiary is measured at fair value and is included in the calculation of the gain or loss upon deconsolidation of the subsidiary.

 

Cash

 

Cash consists primarily of cash on hand and cash in banks which is readily available in checking and saving accounts. The Company maintains cash with various financial institutions in the PRC where its accounts are uninsured. The Company has not experienced any losses from funds held in bank accounts and believes it is not exposed to any risk on its bank accounts.

 

Restricted cash

 

Cash that is restricted as to withdrawal or use under the terms of certain contractual agreements or orders are recorded in a restricted cash account in the Company’s unaudited interim condensed consolidated balance sheet.

 

Accounts receivable and allowance for doubtful accounts

 

Accounts receivable are recorded at the invoiced amount and do not bear interest, which are due within contractual payment terms, generally 30 to 90 days from delivery. Credit is extended based on evaluation of a customer’s financial condition, the customer credit-worthiness and their payment history. Accounts receivable outstanding longer than the contractual payment terms are considered past due. Past due balances over 90 days and over a specified amount are reviewed individually for collectability. At the end of each period, the Company specifically evaluates individual customer’s financial condition, credit history, and the current economic conditions to monitor the progress of the collection of accounts receivables. For the receivables that are past due or not being paid according to payment terms, the appropriate actions are taken to exhaust all means of collection, including seeking legal resolution in a court of law. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have any off-balance-sheet credit exposure related to its customers. As of March 31, 2022 and December 31, 2021, the allowance for doubtful accounts was $322,956 and $322,145, respectively.

 

Advances to suppliers

 

Advances to suppliers consist of prepayments to the Company’s vendors, such as pharmaceutical manufacturers and medicine suppliers. The Company typically prepays for the purchase of our merchandise, especially for those salable, scarce, personalized medicine or medical devices. The Company typically receive products from vendors within three to nine months after making prepayments. The Company continuously monitor delivery from, and payments to, the vendors while maintaining a provision for estimated credit losses based upon historical experience and any specific supplier issues, such as discontinuing of inventory supply, that have been identified. If the Company has difficulty receiving products from a vendor, the Company would cease purchasing products from such vendor, request return of our prepayment promptly, and if necessary, take legal action. The Company has not taken such type of legal action during the reporting periods. If none of these steps are successful, management will then determine whether the prepayments should be reserved or written off. As of March 31, 2022 and December 31, 2021, the allowance for doubtful accounts were $Nil.

 

Inventories

 

Inventories are stated at the lower of cost or market value. Cost is determined using the weighted average method, and market value is the middle (the second highest) value among an inventory item’s replacement cost, market celling and market floor. The Company carries out physical inventory counts on a monthly basis at each store and warehouse location. The Company reviews historical sales activity quarterly to determine excess, slow moving items and potentially obsolete items. The Company provides inventory reserve based on the excess quantities on hand equal to the difference, if any, between the cost of the inventory and its estimated market value, or obsolescence of inventories determined principally by customer demand. As of March 31, 2022 and December 31, 2021, the Company recorded an allowance for obsolete inventories, which mainly consists of expired medicine, of $103,625 and $103,178, respectively.

 

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Property, plant and equipment

 

Property, plant and equipment are stated at cost less accumulated depreciation and impairment, if any. Depreciation is calculated on the straight-line basis over the following expected useful lives from the date on which they become fully operational and after taking into account their estimated residual values:

 

Items 

Expected

useful lives

  Residual
value
 
Building  20 years   5%
Office equipment  3 years   5%
Electronic equipment  3 years   5%
Furniture  5 years   5%
Medical equipment  10 years   5%
Vehicles  4 years   5%
Leasehold Improvement  Shorter of lease term or useful life   5%

 

Expenditures for repairs and maintenance are expensed as incurred. When assets have been retired or sold, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in the results of operations.

 

Intangible assets

 

Intangible assets consist primarily of software of management systems. Intangible assets are stated at cost less accumulated amortization and impairment, if any. Intangible assets are amortized using the straight line method with the following estimated useful lives:

 

   Expected
useful lives
 
Software  10 years  

 

Leases

 

On January 1, 2020, the Company adopted Accounting Standards Update (“ASU”) 2016-02. For all leases that were entered into prior to the effective date of ASC 842, we elected to apply the package of practical expedients. Based on this guidance, the Company did not reassess the following: (1) whether any expired or existing contracts are or contain leases; (2) the lease classification for any expired or existing leases; and (3) initial direct costs for any existing leases.

 

The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, current portion of obligations under operating leases, and obligations under operating leases, non-current on the Company’s consolidated balance sheets. Finance leases are included in property and equipment, net, current portion of obligations under capital leases, and obligations under capital leases, non-current on our consolidated balance sheets.

 

Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date, adjusted by the deferred rent liabilities at the adoption date. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. The operating lease ROU asset also includes any lease payments made and excludes lease incentives and initial direct costs incurred. The Company’s terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Operating lease expense is recognized on a straight-line basis over the lease term.

 

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Goodwill

 

Goodwill represents the excess of the consideration paid of an acquisition over the fair value of the net identifiable assets of the acquired subsidiary at the date of acquisition. Goodwill is not amortized, and is tested for impairment at least annually, more often when circumstances indicate impairment may have occurred. Goodwill is carried at cost less accumulated impairment losses. If impairment exists, goodwill is immediately written off to its fair value and the loss is recognized in the consolidated statements of operations and comprehensive loss. Impairment losses on goodwill are not reversed.

 

The Company reviews the carrying value of intangible assets not subject to amortization, including goodwill, to determine whether impairment may exist annually or more frequently if events and circumstances indicate that it is more likely than not that an impairment has occurred. The Company has the opinion to assess qualitative factors to determine whether it is necessary to perform the two-step in accordance with ASC 350-20. If the Company believes, as a result of the qualitative carrying amount, the two-step quantities impairment test described below is required.

 

The first step compares the fair values of each reporting unit to its carrying amount, including goodwill. If the fair value of each reporting unit exceeds its carrying amount, goodwill is not considered to be impaired and the second step will not be required.

 

If the carrying amount of a reporting unit exceeds its fair value, the second step compares the implied fair value of goodwill to the carrying value of a reporting unit’s goodwill. The implied fair value of goodwill is determined in a manner similar to accounting for a business acquisition with the allocation of the assessed fair value determined in the first step to the assets and liabilities of the reporting unit. The excess of the fair value of the reporting unit. over the amounts assigned to the assets and liabilities is the implied fair value of goodwill. Estimating fair value is performed by utilizing various valuation techniques, with the primary technique being a discounted cash flow. The fair value of discounted cash flow was determined using management’s estimates and assumptions.

 

Management evaluated the recoverability of goodwill by performing a qualitative assessment before using a two-step impairment test approach at the reporting unit level. If the Company reorganizes its reporting structure in a manner that changes the composition of one or more of its reporting units, goodwill will be reassigned based on the relative fair value of each of the affected reporting units. As of March 31, 2022 and December 31, 2021, the Company recorded impairments for goodwill of $Nil and $26,128,171, respectively.

 

Impairment of long-lived assets and intangibles

 

In accordance with the provisions of ASC Topic 360, “Impairment or Disposal of Long-Lived Assets”, all long-lived assets such as property, plant and equipment held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is evaluated by a comparison of the carrying amount of an asset to its estimated future undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amounts of the assets exceed the fair value of the assets.

 

Revenue recognition

 

We adopted Accounting Standard Codification (“ASC”) Topic 606, Revenues from Contract with Customers (“ASC 606”) for all periods presented. Under ASC 606, revenue is recognized when control of the promised goods and services is transferred to the Company’s customers, in an amount that reflects the consideration that the Company expects to be entitled to in exchange for those goods and services, net of value-added tax. The Company determines revenue recognition through the following steps:

 

Identify the contract with a customer;

 

Identify the performance obligations in the contract;

 

Determine the transaction price;

 

Allocate the transaction price to the performance obligations in the contract; and

 

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Recognize revenue when (or as) the entity satisfies a performance obligation.

 

The transaction price is allocated to each performance obligation on a relative standalone selling price basis. The transaction price allocated to each performance obligation is recognized when that performance obligation is satisfied by the control of the promised goods and services is transferred to the customers, which at a point in time or over time as appropriate.

 

The Company’s revenue is net of value added tax (“VAT”) collected on behalf of PRC tax authorities in respect to the sales of products. VAT collected from customers, net of VAT paid for purchases, is recorded as a liability in the accompanying consolidated balance sheets until it is paid to the relevant PRC tax authorities

 

Cost of revenue

 

Cost of revenue consists primarily of cost of goods purchased from suppliers plus direct material costs for packaging and storage, direct labor, which are directly attributable to the acquisition and maintaining of products for sales. Cost of revenues also include impairment loss of our products which are obsolete or expired for sale, if any. Shipping and handling costs, associated with the distribution of finished products to customers, are borne by the customers.

 

Comprehensive income

 

ASC Topic 220, “Comprehensive Income”, establishes standards for reporting and display of comprehensive income, its components and accumulated balances. Comprehensive income as defined includes all changes in equity during a period from non-owner sources. Accumulated other comprehensive income, as presented in the accompanying condensed consolidated statement of stockholders’ equity, consists of changes in unrealized gains and losses on foreign currency translation. This comprehensive income is not included in the computation of income tax expense or benefit.

 

Beneficial conversion feature of convertible promissory notes

 

The Company evaluates the conversion feature of its convertible promissory notes to determine whether it was beneficial as described in ASC 470-20. The intrinsic value of a beneficial conversion feature inherent to a convertible note payable, which is not bifurcated and accounted for separately from the convertible notes payable and may not be settled in cash upon conversion, is treated as a discount to the convertible notes payable. This discount is amortized over the period from the date of issuance to the date the notes is due using the effective interest method. If the notes payable are retired prior to the end of their contractual term, the unamortized discount is expensed in the period of retirement to interest expense. In general, the beneficial conversion feature is measured by comparing the effective conversion price, after considering the relative fair value of detachable instruments included in the financing transaction, if any, to the fair value of the shares of common stock at the commitment date to be received upon conversion.

 

Income taxes

 

Income taxes are determined in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC 740”). Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

 

ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.

 

For the three months ended March 31, 2022 and 2021, the Company did not incur any interest or penalties associated with tax positions. As of March 31, 2022, the Company did not have any significant unrecognized uncertain tax positions.

 

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The Company conducts all of its business in the PRC and is subject to tax in this jurisdiction. As a result of its corporate structure the Company files tax returns that are subject to examination by a foreign tax authority.

 

Value added tax

 

Sales revenue represents the invoiced value of goods sold, net of VAT. All of the Company’s products that are sold in the PRC are subject to a VAT on the gross sales price. The VAT rates range up to 13%, depending on the type of products sold. The VAT may be offset by VAT paid by the Company on its purchase activities of merchandises, raw materials, utilities, and other materials which cost was included in the cost of producing or acquiring its products for sales. The Company records a VAT payable net of payments if the VAT payable on the gross sales is larger than VAT paid by the Company on purchase of finished goods; on the other hand, the Company records a VAT deductible in the accompanying financial statements net of any VAT payable at the end of reporting period.

 

Convertible promissory notes

 

The Company records debt net of debt discount for beneficial conversion features and warrants, on a relative fair value basis. Beneficial conversion features are recorded pursuant to the Beneficial Conversion and Debt Topics of the FASB Accounting Standards Codification. The amounts allocated to warrants and beneficial conversion rights are recorded as debt discount and as additional paid-in-capital. Debt discount is amortized to interest expense over the life of the debt.

 

Debt issuance costs and debt discounts

 

The Company may record debt issuance costs and/or debt discounts in connection with raising funds through the issuance of debt. These costs may be paid in the form of cash, or equity (such as warrants). These costs are amortized to interest expense through the maturity of the debt. If a conversion of the underlying debt occurs prior to maturity a proportionate share of the unamortized amounts is immediately expensed.

 

Derivative instruments

 

The Company has entered into financing arrangements that consist of freestanding derivative instruments or are hybrid instruments that contain embedded derivative features. The Company accounts for these arrangements in accordance with Accounting Standards Codification Topic 815, Accounting for Derivative Instruments and Hedging Activities (“ASC 815”) as well as related interpretation of this standard. In accordance with this standard, derivative instruments are recognized as either assets or liabilities in the balance sheet and are measured at fair values with gains or losses recognized in earnings. Embedded derivatives that are not clearly and closely related to the host contract are bifurcated and are recognized at fair value with changes in fair value recognized as either a gain or loss in earnings. The Company determines the fair value of derivative instruments and hybrid instruments based on available market data using appropriate valuation models, giving consideration to all of the rights and obligations of each instrument.

 

We estimate fair values of derivative financial instruments using various techniques (and combinations thereof) that are considered to be consistent with the objective measuring fair values. In selecting the appropriate technique, we consider, among other factors, the nature of the instrument, the market risks that it embodies and the expected means of settlement. For less complex derivative instruments, such as free-standing warrants, we generally use the Black-Scholes model, adjusted for the effect of dilution, because it embodies all of the requisite assumptions (including trading volatility, estimated terms, dilution and risk free rates) necessary to fair value these instruments. Estimating fair values of derivative financial instruments requires the development of significant and subjective estimates that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors. In addition, option-based techniques (such as Black-Scholes model) are highly volatile and sensitive to changes in the trading market price of our common stock. Since derivative financial instruments are initially and subsequently carried at fair values, our income (expense) going forward will reflect the volatility in these estimate and assumption changes. Under the terms of the new accounting standard, increases in the trading price of the Company’s common stock and increases in fair value during a given financial quarter result in the application of non-cash derivative expense. Conversely, decreases in the trading price of the company’s common stock and decreases in trading fair value during a given financial quarter result in the application of non-cash derivative income.

 

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Net loss per share

 

The Company calculates net loss per share in accordance with ASC Topic 260, “Earnings per Share.” Basic income per share is computed by dividing the net income by the weighted-average number of common shares outstanding during the period. Diluted income per share is computed similar to basic income per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common stock equivalents had been issued and if the additional common shares were dilutive.

 

Foreign currencies translation

 

Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the statement of operations.

 

The reporting currency of the Company is the United States Dollar (“US$”). The Company’s subsidiaries in the PRC maintain their books and records in their local currency, the Renminbi Yuan (“RMB”), which is the functional currency as being the primary currency of the economic environment in which these entities operate.

 

In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not the US$ are translated into US$, in accordance with ASC Topic 830-30, “Translation of Financial Statement”, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of foreign subsidiaries are recorded as a separate component of accumulated other comprehensive income within the statement of stockholders’ equity.

 

Translation of amounts from RMB into US$ has been made at the following exchange rates for the respective period:

 

   March 31,
2022
   March 31,
2021
 
Period-end RMB:US$1 exchange rate   6.3482    6.5566 
Three months end average RMB:US$1 exchange rate   6.3504    6.4829 

 

Related parties

 

Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence.

 

Segment reporting

 

ASC Topic 280, “Segment Reporting” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about the type of products and services, geographical areas, business strategies and major customers in business components. For the three months ended March 31, 2022, the Company operated in four reportable segments in the PRC.

 

Fair value of financial instruments

 

The carrying value of the Company’s financial instruments (excluding short-term bank borrowing and convertible promissory notes): cash and cash equivalents, accounts and retention receivable, prepayments and other receivables, accounts payable, income tax payable, amounts due to related parties other payables and accrued liabilities approximate their fair values because of the short-term nature of these financial instruments.

 

Management believes, based on the current market prices or interest rates for similar debt instruments, the fair value of its obligation under its finance lease and short-term bank borrowing approximate the carrying amount.

 

The Company also follows the guidance of the ASC Topic 820-10, “Fair Value Measurements and Disclosures” (“ASC 820-10”), with respect to financial assets and liabilities that are measured at fair value. ASC 820-10 establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows:

 

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Level 1: Inputs are based upon unadjusted quoted prices for identical instruments traded in active markets;

 

Level 2: Inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques (e.g. Black-Scholes Option-Pricing model) for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Where applicable, these models project future cash flows and discount the future amounts to a present value using market-based observable inputs; and

 

Level 3: Inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques, including option pricing models and discounted cash flow models.

 

Fair value estimates are made at a specific point in time based on relevant market information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

 

The carrying amount of cash, restricted cash, accounts receivable, other receivable, bank credit, accounts payable and other accounts payable approximate their fair value due to the short-term maturity of these instruments.

 

Recent accounting pronouncements

 

In June 2016, the FASB issued ASU No. 2016-13, “Measurement of Credit Losses on Financial Instruments (Topic 326)”, which significantly changes the way entities recognize impairment of many financial assets by requiring immediate recognition of estimated credit losses expected to occur over their remaining life, instead of when incurred. In November 2018, the FASB issued ASU No. 2018-19, “Codification Improvements to Topic 326, Financial Instruments—Credit Losses”, which amends Subtopic 326-20 (created by ASU No.2016-13) to explicitly state that operating lease receivables are not in the scope of Subtopic 326-20. Additionally, in April 2019, the FASB issued ASU No.2019-04, “Codification Improvements to Topic 326, Financial Instruments—Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments”, in May 2019, the FASB issued ASU No. 2019-05, “Financial Instruments—Credit Losses (Topic 326): Targeted Transition Relief”, and in November 2019, the FASB issued ASU No. 2019-10, “Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates”, and ASU No. 2019-11, “Codification Improvements to Topic 326, Financial Instruments—Credit Losses”, to provide further clarifications on certain aspects of ASU No. 2016-13 and to extend the nonpublic entity effective date of ASU No. 2016-13. The changes (as amended) are effective for the Company for annual and interim periods in fiscal years beginning after December 15, 2022, and the Company is in the process of evaluating the potential effect on its consolidated financial statements.

 

In January 2017, the FASB issued ASU 2017-04, “Intangibles — Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment,” which simplifies how an entity is required to test goodwill for impairment by eliminating step two from the goodwill impairment test. Step two of the goodwill impairment test measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with its carrying amount. As amended by ASU 2019-10, annual or interim goodwill impairment tests are performed in fiscal years beginning after December 15, 2022. We do not expect that the adoption of this guidance will have a material impact on our financial position, results of operations and cash flows.

 

In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company adopted this guidance effective January 1, 2021, which adoption did not have a material impact on the consolidated financial statements.

 

In August 2020, the FASB issued ASU No. 2020-06 (“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 will simplify the accounting for convertible instruments by reducing the number of accounting models for convertible debt instruments and convertible preferred stock. For public business entities, the amendments in ASU 2020-06 are effective for public entities which meet the definition of a smaller reporting company are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2023. The Company will adopt ASU 2020-06 effective January 1, 2024. Management is currently evaluating the effect of the adoption of ASU 2020-06 on the consolidated financial statements. The effect will largely depend on the composition and terms of the financial instruments at the time of adoption.

 

Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s consolidated financial statements upon adoption.

 

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4. THE ACQUISITION OF THE GUANZAN GROUP

 

On February 1, 2020, the Company entered into a stock purchase agreement to purchase the Guanzan Group (the “Guanzan SPA”). Guanzan is a distributor of medical devices whose customers are primarily drug stores, private clinics, pharmaceutical dealers and hospitals in the Southwest of China (the “Guanzan Acquisition”). Guanzan holds business licenses in the PRC such as a Business Permit for Medical Devices and a Recordation Certificate for Business Activities Involving Class II Medical Devices, etc., which qualify Guanzan to engage in the distribution of medical devices in the PRC. Pursuant to the Guanzan SPA, we agreed to purchase all the issued and outstanding shares of the Guanzan Group (the “Guanzan Shares”) for RMB 100,000,000 (approximately $14,285,714) to be paid by the issuance of 190,000 shares of Common Stock and the payment of RMB 80,000,000 (approximately $11,428,571) in cash. The stock consideration was payable at closing and the cash consideration, which is subject to post-closing adjustments based on the performance of the Guanzan Group in the years ending December 31, 2020 and 2021, respectively, will be paid pursuant to a post-closing payment schedule. The transaction closed on March 18, 2020. Upon the closing, 100% of the Guanzan Shares were transferred to the Company and the stock consideration was issued to the seller.

 

On November 20, 2020, the parties to the Guanzan SPA entered into a Prepayment and Amendment Agreement (the “Prepayment Agreement”) for the prepayment of a portion of the Guanzan Cash consideration in the amount of RMB 20,000,000 (the “Prepayment”), in the form of shares of Common Stock valued at $15.00 per share, in light of Guanzan’s performance during the period from March 18, 2020 to September 30, 2020. On November 30, 2020, 200,000 shares of our Common Stock were issued to the designated assignees of the seller as the prepayment. Upon the approval of the Company’s shareholders, on August 27, 2021, the Company issued 920,000 shares of Common Stock as payment in full for the balance of the post-closing consideration for the acquisition of Guanzan.

 

The following summarizes the identified assets acquired and liabilities assumed pursuant to the Guanzan Acquisition as of March 18, 2020:

 

Items  Amount 
Assets    
Cash  $95,220 
Accounts receivable   1,835,981 
Advances to suppliers   1,222,986 
Amount due from related parties   410,943 
Inventories   950,225 
Prepayments and other receivables   90,256 
Property, plant and equipment   707,289 
Intangible assets   254,737 
Goodwill   6,914,232 
Liabilities     
Short-term bank borrowings   (838,926)
Long-term loans due within one year   (250,663)
Accounts payable, trade   (1,303,399)
Advances from customers   (1,350,126)
Amount due to related parties   (106,720)
Taxes payable   (406,169)
Other payables and accrued liabilities   (390,594)
Long-term loans – noncurrent portion   (186,796)
Non-controlling interests   (46,295)
Total-net assets  $7,602,179 

 

The fair value of all assets acquired and liabilities assumed is the estimated book value of Guanzan Group. Goodwill represent the excess of the fair value of purchase price over the amounts assigned to the fair value of the assets acquired and the liabilities assumed of Guanzan Group at the acquisition date. Upon the Guanzan Acquisition, the Company recognized its non-controlling interest in Shude in the amount of $46,295, representing the 20% non-controlling equity interest in Shude. On April 9, 2021, the Company increased its equity interest in Shude from 80% to 95.2% by making a direct capital investment in Shude. Shude is a pharmaceuticals distributor. Shude’s customers include a wide range of clinics, private and public hospitals and pharmacies in the PRC. Shude holds Chinese business licenses such as Drug Wholesale Distribution License, which qualify Shude to engage in the distribution of pharmaceuticals in China.

 

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5. THE ACQUISITION OF THE GYOYITANG HOSPITAL

 

On December 9, 2020, the Company entered into an agreement to acquire all of the outstanding equity of Guoyitang, the owner and operator of a private general hospital in Chongqing City, a southwest city of China, with 100 hospital beds. The aggregate purchase price for Guoyitang was $15,251,807 (RMB 100,000,000). Upon signing the agreement, 400,000 shares of Common Stock and approximately $3,096,119 (RMB 20,000,000) was paid as partial consideration for the purchase of Guoyitang. The transaction closed on February 2, 2021. The balance of the purchase price of approximately $6,100,723 (RMB 40,000,000) was subject to post-closing adjustments based on the performance of Guoyitang in 2021 and 2022. As a result of the performance failure of Guoyitang in 2021, the sellers are not eligible to receive any contingent payments.

 

The following summarizes the identified assets acquired and liabilities assumed pursuant to the Guoyitang Acquisition as of February 2, 2021:

 

Items  Amount 
Assets    
Cash  $28,457 
Accounts receivable   11,797 
Advances to suppliers   12,670 
Amount due from related parties   41,598 
Inventories   167,440 
Prepayments and other receivables   61,102 
Property, plant and equipment   528,814 
Right-of-use asset   441,150 
Goodwill   7,154,393 
Liabilities     
Accounts payable, trade   (599,391)
Amount due to related parties   (183,796)
Taxes payable   (121)
Other payables and accrued liabilities   (231,375)
Lease liability-current   (161,707)
Lease liability-non current   (354,912)
Total-net assets  $6,916,119 

 

The fair value of all assets acquired and liabilities assumed is the estimated book value of the Guoyitang. Goodwill represents the excess of the fair value of purchase price over the amounts assigned to the fair value of the assets acquired and the liabilities assumed of Guoyitang at the acquisition date.

 

17

 

 

6. THE ACQUISITION OF THE ZHONGSHAN HOSPITAL

 

On December 15, 2020, the Company entered into an agreement to acquire Zhongshan Hospital, a private hospital in the east region of China with 65 hospital beds. Zhongshan Hospital is a general hospital known for its complex minimally invasive surgeries. Pursuant to the agreement, the Company agreed to purchase all the issued and outstanding equity interests in Zhongshan Hospital in consideration of approximately $18,515,661 (RMB 120,000,000). As partial consideration, approximately $6,100,723 (RMB 40,000,000) was paid in cash at the closing and 400,000 shares of Common Stock were issued on February 2021. The balance of the purchase price of approximately $6,100,723 (RMB 40,000,000) was subject to post-closing adjustments based on the performance of Zhongshan Hospital in 2021 and 2022. The transaction closed on February 5, 2021. As a result of the performance failure of Zhongshan in the year ended December 31, 2021, the seller is not eligible to receive any contingent payments.

 

The following summarizes the identified assets acquired and liabilities assumed pursuant to the Zhongshan Acquisition as of February 5, 2021:

 

Items  Amount 
Assets    
Cash  $46,748 
Accounts receivable   92,900 
Inventories   108,413 
Prepayments and other receivables   432,231 
Property, plant and equipment   344,208 
Right-of-use asset   1,188,693 
Goodwill   10,443,494 
Liabilities     
Short-term bank borrowings   (154,701)
Accounts payable, trade   (928,640)
Advances from customers   (5,603)
Amount due to related parties   (217,203)
Other payables and accrued liabilities   (435,290)
Lease liability-current   (160,774)
Lease liability-non current   (1,102,589)
Total-net assets  $9,651,887 

 

The fair value of all assets acquired and liabilities assumed is the estimated book value of the Zhongshan. Goodwill represents the excess of the fair value of purchase price over the amounts assigned to the fair value of the assets acquired and the liabilities assumed of Zhongshan Hospital at the acquisition date.

 

18

 

 

7. THE ACQUISITION OF THE QIANGSHENG, EURASIA AND MINKANG HOSPITALS

 

On April 9, 2021, the Company and Chongqing Bimai entered into a stock purchase agreement to acquire three private hospitals in the PRC, Qiangsheng, Eurasia and Minkang. Pursuant to the agreement, the Company agreed to purchase all the issued and outstanding equity interests in Qiangsheng, Eurasia and Minkang in consideration of approximately $25,023,555 (RMB162,000,000) to paid by the issuance of 800,000 shares of Common Stock (the “April Stock Consideration”), the value of which was agreed to be RMB 78 million or $12 million and the payment of RMB 84,000,000 (approximately $13,008,734) in cash (the “Cash Consideration”). The first payment of the Cash Consideration was RMB 20,000,000 (approximately $3,097,317). The second and third payments of the Cash Consideration of RMB 64,000,000 (approximately $9,911,416) were subject to post-closing adjustments based on the performance of Qiangsheng, Eurasia and Minkang in 2021 and 2022. The sellers had the choice to receive the second and third payments in the form of the shares of Common Stock valued at $15.00 per share or in cash. The transaction closed on May 6, 2021, at which time the April Stock Consideration was issued. As a result of the performance failure by the three hospitals for the year ended December 31, 2021, the sellers are not eligible to receive any contingent payments.

 

The following summarizes the identified assets acquired and liabilities assumed pursuant to the Qiangsheng, Eurasia and Minkang acquisitions as of May 6, 2021:

 

Items  Amount 
Assets     
Cash  $12,341 
Accounts receivable   41,836 
Inventories   156,576 
Advances and other receivables   40,620 
Property, plant and equipment   653,104 
Right of use assets   2,168,709 
Goodwill   9,067,529 
Liabilities     
Accounts payable   (355,980)
Advances from customers   (36,798)
Tax payable   (345,870)
Other payables and accrued liabilities   (311,174)
Lease liability-current   (365,788)
Lease liability-non-current   (1,988,195)
Total net assets  $8,736,910 

 

The fair value of all assets acquired and liabilities assumed is the estimated book value of the Qiangsheng, Eurasia and Minkang hospitals. Goodwill represents the excess of the fair value of purchase price over the amounts assigned to the fair value of the assets acquired and the liabilities assumed of Qiangsheng, Eurasia and Minkang Hospitals at the acquisition date.

 

19

 

 

8. THE ACQUISITION OF ZHUODA

 

On September 10, 2021, Guanzan entered into an agreement to acquire Zhuoda. Pursuant to the agreement, Guanzan agreed to purchase all the issued and outstanding equity interests in Zhuoda in consideration of $11,400,000 (RMB 75,240,000). The entire purchase consideration was payable in shares of Common Stock. At the closing on September 22, 2021, 440,000 shares of Common Stock valued at RMB 43,560,000, or $15.00 per share (approximately $6,600,000) was issued as partial consideration for the purchase. The remainder of the purchase price of approximately $4,800,000 (RMB 31,680,000), is subject to post-closing adjustments based on the performance of Zhuoda in 2022 and 2023. The transaction closed on October 8, 2021.

 

The following summarizes the identified assets acquired and liabilities assumed pursuant to Zhuoda acquisition as of October 8, 2021:

 

Items  Amount 
Assets    
Cash  $102,350 
Accounts receivable   804,083 
Inventories   131,456 
Advances and other receivables   886,370 
Property, plant and equipment   6,579 
Right of use assets   17,160 
Goodwill   924,740 
Liabilities     
Short term loan   (773,737)
Accounts payable   (56,887)
Advances from customers   (3,778)
Tax payable   (24,787)
Other payables and accrued liabilities   (493,868)
Lease liability-current   (7,217)
Lease liability-non-current   (14,265)
Total net assets  $1,498,199 

 

The fair value of all assets acquired and liabilities assumed is the estimated book value of the Zhuoda. Goodwill represents the excess of the fair value of purchase price over the amounts assigned to the fair value of the assets acquired and the liabilities assumed of Zhuoda at the acquisition date.

 

20

 

 

9. ACCOUNTS RECEIVABLE

 

The majority of the Company’s pharmacy retail revenues are derived from cash sales, except for sales to the government social security bureaus or commercial health insurance programs, which typically settle once a month. The Company offers several credit terms to our wholesale customers and to our authorized retailer stores. The Company routinely evaluates the need for allowance for doubtful accounts based on specifically identified amounts that the management believes to be uncollectible. If the actual collection experience changes, revisions to the allowance may be required. As of March 31, 2022 and December 31,2021, accounts receivable consisted of the following:

 

   March 31,
2022
   December 31,
2021
 
Accounts receivable, cost  $7,838,819   $7,327,587 
Less: allowance for doubtful accounts   (322,956)   (322,145)
Accounts receivable, net  $7,515,863   $7,005,442 

 

The Company routinely evaluates the need for allowance for doubtful accounts based on specifically identified amounts that the management believes to be uncollectible. If the actual collection experience changes, revisions to the allowance may be required. Due to subsequent collections, the Company reversed an allowance of $584 and $43,799 for the three months ended, March 31, 2022 and 2021, respectively.

 

10. ADVANCES TO SUPPLIERS

 

Advances to suppliers represent the amount the Company prepaid to its suppliers for merchandises for sale in the ordinary course of business. As of March 31, 2022 and December 31,2021, the Company reported advances to suppliers as follow:

 

   March 31,
2022
   December 31,
2021
 
Advances to suppliers, cost  $6,797,153   $3,163,836 
Less: allowance for doubtful accounts   
-
    
-
 
Advances to suppliers, net  $6,797,153   $3,163,836 

 

No bad debt expenses were accrued for doubtful accounts relating to advances to suppliers for the three months ended March 31, 2022 and 2021, respectively.

 

11. INVENTORIES

 

The Company’s inventories consist of medicine and medical devices that were purchased from third parties and sold in our retail pharmacy stores and wholesale to third party pharmacies, clinics, hospitals, etc. Inventories consisted of the following:

 

   March 31,
2022
   December 31,
2021
 
Pharmaceuticals  $1,886,475   $2,395,824 
Medical devices   386,739    347,237 
Less: allowance for obsolete and expired inventory   (103,625)   (103,178)
   $2,169,589   $2,639,883 

 

For the three months ended March 31, 2022 and 2021, respectively, the Company accrued allowances of $103,625 and $103,178 for obsolete and expired items.

 

21

 

 

12. PREPAYMENTS AND OTHER RECEIVABLES

 

Prepayments and other receivables represent the amount that the Company prepaid as rent deposits for both retail stores and office space premises, special medical device purchase deposits, prepaid rental fee and professional services, advances to employees in the ordinary course of business, VAT deductibles and other miscellaneous receivables. The table below sets forth the balances as of March 31, 2022 and December 31, 2021.

 

   March 31,
2022
   December 31,
2021
 
Deposit for rentals  $62,978   $63,021 
Prepaid expenses and improvements of offices   61,570    293,933 
Deferred offering cost   1,011,111    1,227,778 
Receivables form third party   1,270,646    766,197 
Others   782,268    605,234 
Less: allowance for doubtful accounts   (26,193)   (26,080)
Prepayments and other receivables, net  $3,162,380    2,930,083 

 

Management evaluates the recoverable value of these balances periodically in accordance with the Company’s policies. For the three months ended March 31, 2022 and 2021, the Company did not accrue any allowance for doubtful accounts.

 

13. PROPERTY, PLANT AND EQUIPMENT

 

Property, plant and equipment consisted of the following:

 

   March 31,
2022
   December 31,
2021
 
Buildings  $822,303   $818,757 
Office equipment   442,800    440,890 
Electronic equipment   1,548,456    1,541,777 
Furniture   60,672    60,411 
Vehicle   221,385    220,430 
Medical equipment   2,441,772    2,431,240 
Leasehold Improvements   1,899,035    1,928,538 
    7,436,423    7,442,043 
Less: accumulated depreciation   (4,092,442)   (3,920,642)
Property, plant and equipment, net  $3,343,981   $3,521,401 

 

Depreciation expense for the three months ended March 31, 2022 and 2021 were $88,796 and $50,414, respectively.

 

14. Intangible assets

 

   March 31,
2022
   December 31,
2021
 
Software  $21,589   $21,495 
    21,589    21,495 
Less: accumulated amortization   (3,837)   (3,456)
Intangible assets, net  $17,752   $18,039 

 

Amortization expense for the three months ended March 31, 2022 and 2021 were $363 and $1,182, respectively.

 

22

 

 

15. LEASES

 

Balance sheet information related to the Company’s operating leases was as follows:

 

   March 31,
2022
   December 31,
2021
 
Operating Lease Assets          
Operating lease  $4,711,222   $4,845,509 
Total operating lease assets  $4,711,222   $4,845,509 
Operating Lease Obligations          
           
Current operating lease liabilities  $924,360    954,182 
Non-current operating lease liabilities  $4,094,833    4,161,789 
Total Lease Liabilities  $5,019,193    5,115,971 

 

Lease liability maturities as of March 31, 2022, are as follows:

 

   March 31,
2022
 
2023   1,082,061 
2024   1,033,489 
2025   900,669 
2026   833,838 
2027 and Thereafter   2,455,326 
Total minimum lease payments   6,305,383 
Less: Amount representing interest   (1,286,190)
Total   5,019,193 

 

16.

GOODWILL

 

Changes in the carrying amount of goodwill consisted of the following:

 

   March 31,
2022
   December 31,
2021
 
Beginning balance  $8,376,217   $6,914,232 
Addition during the year   
-
    27,590,156 
Impairment during the year   
-
    (26,128,171)
Goodwill  $8,376,217   $8,376,217 

 

The goodwill associated with the acquisitions of: (i) Guanzan of $6,914,232; (ii) Guoyitang of $7,154,393; (iii) Zhongshan of $10,443,494,(iv) Minkang, Qiangsheng and Eurasia of $9,067,529 and (v) Zhuoda of $924,740, were initially recognized at the acquisition closing dates.

 

As of March 31, 2022 and December 31, 2021, goodwill was $8,376,217 and $8,376,217, respectively. No impairment losses were recognized for the three months ended March 31, 2022 and 2021. 

 

23

 

 

17. LOANS

 

Short-term loans

 

   March 31,
2022
   December 31,
2021
 
Construction Bank of China  $531,332   $544,630 
Wuhu Yangzi Rural Commercial Bank   236,287    235,268 
Industrial and Commercial Bank of China   94,515    94,107 
Agricultural Bank of China   157,525    156,846 
Postal Savings Bank of China   771,872    768,543 
Total  $1,791,531   $1,799,394 

 

For the three months ended March 31, 2022 and 2021, interest expense on short-term loans amounted to $29,227 and $12,015, respectively.

 

Long-term loans

 

   March 31,
2022
   December 31,
2021
 
Standard Chartered Bank  $51,213   $68,723 
China Minsheng Bank   126,020    125,476 
Construction bank of china   104,938    33,565 
Chongwing Nan’an Zhongyin Fuden Village Bank Co. Ltd.   -    116,974 
We Bank   433,490    562,455 
Subtotal of long-term loans   715,661    907,193 
Less: current portion   (186,750)   (369,187)
Total Long-term loans – noncurrent portion  $528,911   $538,006 

 

For the three months ended March 31, 2022 and 2021, interest expense on long-term loans amounted to $22,319 and $21,203, respectively.

 

24

 

 

18. CONVERTIBLE PROMISSORY NOTES AND EMBEDDED DERIVATIVE INSTRUCTIONS

 

On May 18, 2020, we entered into a securities purchase agreement (the “May SPA”) with two institutional investors (the “Institutional Investors”) to sell convertible notes having a face amount of $6,550,000 at an aggregate original issue discount of 19.85% (the “2020 Notes”) and ranking senior to all outstanding and future indebtedness of the Company. The 2020 Notes do not bear interest except upon the occurrence of an event of default. Each Institutional Investor also received a warrant (the “Institutional Investor 2020 Warrant”) to purchase 325,000 shares of Common Stock at an initial exercise price of $14.225 per share (post-Split price (as defined below) and subject to the Event Market Price Adjustment). The placement agent for the private placement received a warrant (the “Placement Agent 2020 Warrant”, together with the Institutional Investor 2020 Warrant, the “2020 Warrants”) to purchase up to 10% of the aggregate number of shares of Common Stock at an initial exercise price of $14.225 per share (post-Split price and subject to the Event Market Price Adjustment), subject to increase based on the number of shares Common Stock issued pursuant to the 2020 Notes.

 

Pursuant to the May SPA, two 2020 Notes each in the face amount of $2,225,000 were issued to the Institutional Investors in consideration of the payment of $1,750,000 in cash for each 2020 Note.

 

The May SPA, the 2020 Notes and the warrants provided that each and every reference to share prices, shares of Common Stock and any other numbers therein that relate to the Common Stock will be automatically adjusted for any stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions that occur with respect to the Common Stock (each, a “Stock Combination Event”, and such date thereof, the “Stock Combination Event Date”) thereafter. The May SPA, the 2020 Notes and the 2020 Warrants further provided if after a Stock Combination Event, the Event Market Price is less than the conversion price (in the case of the Convertible Notes) or the exercise price (in the case of the warrants) then in effect (after giving effect to the above adjustments), then on the sixteenth (16th) trading day immediately following such Stock Combination Event Date, the conversion price or exercise then in effect on such sixteenth (16th) trading day (after giving effect to the above adjustments) will be reduced (but in no event increased) to the Event Market Price. “Event Market Price” means, with respect to any Stock Combination Event Date, the quotient determined by dividing (x) the sum of the dollar volume-weighted average price of the Common Stock for each of the five (5) trading days with the lowest dollar volume-weighted average price of the Common Stock during the fifteen (15) consecutive trading day period ending and including the trading day immediately preceding the sixteenth (16th) trading day after such Stock Combination Event Date, divided by (y) five (5). The price adjustment described in this paragraph is hereinafter referred to as the “Event Market Price Adjustment. ”

 

The 2020 Notes, which matured on the eighteen-month anniversary of the issuance date, were payable in installments and were convertible at the election of the investors at the conversion price of $12.95 per share (post-Split Price and subject to the Event Market Price Adjustment), subject to adjustment in the event of default. Each investor also received a warrant to purchase 130,000 shares of Common Stock at an initial exercise price of $14.23 per share (post-Split Price and subject to the Event Market Price Adjustment). The placement agent for the private placement received a warrant to purchase up to 34,369 shares of Common Stock at an initial exercise price of $14.23 per share (post-Split Price and subject to the Event Market Price Adjustment), subject to increase based on the number of shares of Common Stock issued pursuant to the 2020 Notes. Pursuant to the May SPA, additional convertible notes in an aggregate original face amount not to exceed $2,100,000 (the “Additional Notes”) could also be issued to the Institutional Investors under certain circumstances.

 

On February 24, 2021, we entered into an amendment to the May SPA with the Institutional Investors to increase the amount of the Additional Notes by $3,300,000 to $5,400,000. On February 26, 2021, Additional Notes in an aggregate original principal amount of $5,400,000 were issued to the Institutional Investors, together with the issuance of warrants to acquire an aggregate of 152,000 shares of Common Stock at an initial exercise price of $14.23 per share (post-Split Price and subject to the Event Market Price Adjustment). The placement agent for the private placement received a warrant to purchase up to 34,749 shares of our Common Stock at an initial exercise price of $14.23 per share post-Split Price and (subject to the Event Market Price Adjustment), subject to increase based on the number of shares of Common Stock issued pursuant to the Additional Notes. All the convertible promissory notes with a principal amount of $5,400,000 were converted into 2,153,424 shares of common stock prior to November 30, 2021.

 

25

 

 

On November 18, 2021, we entered into a securities purchase agreement (the “November SPA”) with the same two Institutional Investors to sell them a series of senior convertible notes (the “2021 Notes”) with an original issue discount of 20% and ranking senior to all outstanding and future indebtedness of the Company in a private placement. Each Institutional Investor paid $3,250,000 in cash for a 2021 Note in the face amount of $3,900,000. The November SPA also provided for the issuance of additional 2021 Notes in an aggregate original principal amount not to exceed $3,900,000 under certain circumstances. The November SPA also contains provisions about the Market Event Price. The 2021 Notes, which were issued on November 22, 2021, mature on the eighteen-month anniversary of the issuance date, are payable by the Company in installments and are convertible at the election of the Institutional Investors at the conversion price of $3.25 (post-Split Price and subject to the Event Market Price Adjustment), which is subject to adjustment in the event of default. Each Institutional Investor also received a warrant (the “Institutional Investor 2021 Warrant”) to purchase 180,000 shares of Common Stock at an initial exercise price of $3.55 per share (subject to the Event Market Price Adjustment). The placement agent for the private placement received a warrant (the “Placement Agent 2021 Warrant”, together with the Institutional Investor 2021 Warrant, the “2021 Warrants”) to purchase up to 8% of the aggregate number of shares of Common Stock at an initial exercise price of $3.55 per share (post-Split Price and subject to the Event Market Price Adjustment), subject to increase based on the number of shares Common Stock issued pursuant to the 2021 Notes.

 

The Company implemented a reverse stock split (the “Split”) on February 2, 2022 at the ratio of 5 to 1. The 2020 Notes were fully converted before the Split, and therefore no price adjustment was actually implemented at the conversion, although the price information provided above about the 2020 Notes was post-split price. The conversion price of the 2021 Notes and the exercise price of the 2020 Warrants and the 2021 Warrants were adjusted to $1.30 pursuant to the Event Market Price formula upon conversion or exercise. With exception of a cashless exercise of 650,000 warrants by one Institutional Investor on June 18, 2021, through which the Company delivered 162,500 shares of Common Stock to such Institutional Investor, there has been no conversion of the 2021 Notes or exercise of the 2020 Warrants or the 2021 Warrants as of the date of this report.

 

Upon evaluation, the Company determined that the two agreements contained embedded beneficial conversion features which met the definition of Debt with Conversion and Other Options covered under the Accounting Standards Codification topic 470 (“ASC 470”). According to ASC 470, an embedded beneficial conversion feature present in a convertible instrument shall be recognized separately at issuance by allocating a portion of the proceeds equal to the intrinsic value of that feature to additional paid-in capital.

 

   March 31,
2022
   December 31,
2021
 
Convertible note – principal  $7,800,000   $7,800,000 
Convertible note – discount   (2,034,383)   (2,588,840)
   $5,765,617   $5,211,160 

 

Additionally, the Company accounted for the embedded conversion option liability in accordance with the Accounting Standards Codification topic 815, Accounting for Derivative Instruments and Hedging Activities (“ASC 815”) as well as related interpretation of this standard. In accordance with these standards, derivative instruments are recognized as either assets or liabilities in the balance sheet and are measured at fair values with gains or losses recognized in earnings. Embedded derivatives that are not clearly and closely related to the host contract are bifurcated and are recognized at fair value with changes in fair value recognized as either a gain or loss in earnings. The Company determines the fair value of derivative instruments and hybrid instruments based on available market data using appropriate valuation models, giving consideration to all of the rights and obligations of each instrument. The initial fair value of the embedded conversion option liability associated with each Note was valued using the Black-Scholes model. The assumptions used in the Black-Scholes option pricing model are as follows:

 

   March 31,
2022
   December 31,
2021
 
Dividend yield  $0%  $0%
Expected volatility   171%   171%
Risk free interest rate   0.87%   0.87%
Expected life (year)   1.17    1.42 

 

The value of the conversion option liability underlying the Notes and Convertible Notes as of March 31, 2022 and December 31,2021 were nil. The Company recognized a loss from the increase in the fair value of the conversion option liability in the amount of nil for the three months ended March 31, 2022 and 2021.

 

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19. OTHER PAYABLES AND ACCRUED LIABILITIES

 

Other payables and accrued liabilities consisted of the following:

 

   March 31,
2022
   December 31,
2021
 
Salary payable  $800,281   $947,911 
Salary payable – related party (1)   778,334    1,005,832 
Accrued operating expenses   
-
    175,215 
Other payables   146,349    953,959 
   $1,724,964   $3,082,917 

 

 
(1)

The Company entered into the Song Agreement with Mr. Tiewei Song dated October 1, 2019, as its Chief Executive Officer for a term of two years commencing October 1, 2019 with base annual cash compensation of $500,000.The Song Agreement was renewed on October 28, 2021 for one year with an annual base salary of $1,000,000 in cash and an annual stock compensation of 1,000,000 shares of the Company’s common stock.

 

The Company entered into the employment Agreement with Ms. Baiqun Zhong dated January 27, 2022, as the Interim CFO from May 21, 2021 until July 14, 2021 with base annual cash compensation of $250,000.

 

On January 27, 2022, the Company entered into an employment agreement with Mr. Xiaping Wang for a term of one year, effective January 1, 2022.Mr. Wang’s compensation will consist of an annual salary of $500,000 in cash and stock compensation of 500,000 shares of the Company’s common stock.

 

20. RELATED PARTIES AND RELATED PARTIES TRANSACTIONS

 

Amount due from mid-level management personnel

 

As of March 31, 2022 and December 31, 2021, the total amounts due from certain mid-level management personnel were $803,191 and $622,554, respectively, which included:.

 

  1. As of March 31, 2022 and December 31, 2021, the amounts due from Mr. Jiangjin Shen, the Chief Executive Officer of Minkang, of $573,108 and $544,600, respectively, carried no interest. The Company received full repayment on this advance on April 13, 2022.

 

  2. As of March 31, 2022 and December 31, 2021, the amounts due from Mr. Zhiwei Shen, the Chief Executive Officer of Qiangsheng of $230,083 and $77,954, carried no interest. The Company received full repayment on this advance on April 13, 2022.

 

Amounts due to related parties and mid-level management personnel

 

As of March 31, 2022 and December 31,2021, the total amounts payable to related parties and mid-level management was $531,817 and $730,285, respectively, which included:

 

  1. Amount payable to Mr. Yongquan Bi, the former Chief Executive Officer and Chairman of the Board of directors of the Company, of $30,389 and $30,258, respectively, free of interest and due on demand. These amounts represents the remaining balance that Mr. Yongquan Bi advanced for third party services on behalf of the Company during the ordinary course of business of the Company since the beginning of 2018.

 

  2. Amount payable to Mr. Li Zhou, the legal representative (general manager) of Guanzan, of $277,563 and $477,128, respectively, are for advance to fund daily operations and third-party professional fees with no interest.

 

  3. Amounts payable to Mr. Fuqing Zhang, the Chief Executive Officer of Xinrongxin, of $189,502 and $188,684, respectively, free of interest and due on demand. The amount due to Mr. Fuqing Zhang is for reimbursable operating expenses that the Company owed to Mr. Zhang prior to the acquisition of Boqi Zhengji.

 

27

 

 

  4.

Amounts payable to Mr. Youwei Xu, the financial manager of Xinrongxin of $12,928 and $12,872, respectively, free of interest and due on demand. The amount due to Mr. Xu, relates to reimbursable operating expenses that was owed to Mr. Xu prior to the acquisition of Boqi Zhengji.

     
  5. Amounts payable to Shaohui Zhuo, the general manager of Guoyitang, of $5,124 and $5,102, respectively, was for daily operations with no interest.

 

  6. Amounts payable to Nanfang Xiao, a director of Guoyitang, of $11,499 and $11,450, respectively, for daily operations with no interest.

 

  7. Amounts payable to Jia Song, the manager of Guoyitang, of $4,812 and $4,791, respectively, was for daily operations with no interest.

 

21. STOCK EQUITY

 

The Company is authorized to issue 200,000,000 shares of Common Stock, $0.001 par value. As of March 31, 2022 and December 31,2021, there were 10,359,264 shares and 8,502,222 shares outstanding, respectively.

 

On April 20, 2019 and October 7, 2019, the Company issued an aggregate of 300,000 shares of Common Stock as a part of the consideration for the acquisition of Boqi Zhengji.

 

On March 12, 2020, the Company issued 190,000 shares of Common Stock as the Guanzan Stock Consideration.

 

From April 6, 2020 through October 20, 2020, Power Up Lending Group Ltd., Crown Bridge Partners, LLC, Labrys Fund, LP, Morningview Financial, LLC,TFK Investments LLC, BHP Capital NY Inc., Firstfire Global Opportunities Fund, LLC and Platinum Point Capital LLC converted $1,534,250 of convertible notes plus interest into an aggregate of 331,643 shares of Common Stock.

 

On November 30, 2020, the Company issued 200,000 shares of Common Stock as the prepayment of the outstanding cash consideration for the Guanzan acquisition.

 

On December 2, 2020, Hudson Bay Master Fund Ltd (“Hudson Bay”), an institutional investor, converted $ 173,154 of a 2020 Note into an aggregate of 25,125 shares of Common Stock.

 

On December 2, 2020, CVI Investments, Inc.(“CVI”), ”), an institutional investor, converted $609,615 of a 2020 Note in the aggregate principal amount of $ 2,150,000 into an aggregate of 89,492 shares of Common Stock.

 

From January 4, 2021 to February 9, 2021, Hudson Bay converted 2020 Notes in the aggregate principal amount of $ 2,150,000 into 276,943 shares of Common Stock.

 

From January 4, 2021 to March 1, 2021, CVI converted 2020 Notes in the aggregate principal amount of $ 2,150,000 into 227,731 shares of the Common Stock

 

On February 2, 2021, the Company issued 400,000 shares of Common Stock in connection with the purchase of Guoyitang.

 

On February 3, 2021, a holder of a convertible note issued on December 16, 2019 converted a part of the note in the aggregate principal amount of $ 74,473 plus interest into 20,706 shares of Common Stock.

 

On February 11, 2021, the Company issued 50,000 shares of Common Stock to Real Miracle Investments Limited in consideration for consulting services.

 

On March 26, 2021, the Company issued 400,000 shares of Common Stock in connection with the purchase of Zhongshan.

 

28

 

 

On April 20, 2021, the Company issued 800,000 shares of Common Stock as partial consideration for the acquisition of the Minkang, Qiangsheng and Eurasia hospitals.

 

On April 29, 2021, the Company issued 100,000 shares of Common Stock as payment for improvements to offices located in Chongqing.

 

On June 18, 2021, 32,500 shares of Common Stock were issued to CVI with respect to its cashless exercise of 650,000 warrants that were issued in 2020.

 

On July 23, 2021, the Company issued 30,000 shares of Common Stock as payment for salary to three employees.

 

From August 26, 2021 to November 30, 2021, Hudson Bay converted 2020 Notes in the aggregate principal amount of $2,400,000 into 970,173 shares of Common Stock.

 

From August 26, 2021 to November 30, 2021, CVI converted 2020 Notes in the aggregate principal amount of $3,000,000 into 1,183,251 shares of Common Stock.

 

On August 27, 2021, the Company issued 920,000 shares of Common Stock in full payment of the balance of the post-closing consideration for the acquisition of Guanzan.

 

On September 22, 2021, the Company issued 440,000 shares of Common Stock as the initial consideration for the acquisition of Zhuoda.

 

On January 7, 2022, the Company issued 600,000 shares of Common Stock as the initial consideration for the acquisition of Mali Hospital.

 

On January 24, 2022, the Company issued 1,000,000 shares of Common Stock as salary for Mr. Tiewei Song.

 

On February 1, 2022, we issued 50,000 shares of our Common Stock to a consultant as payment for legal consulting Services.

 

The Company issued 500,000 shares of our common stock to Mr. Xiaping Wang as the salary on February 1, 2022.

 

On February 2, 2022, we completed a five (5) for one (1) reverse stock split (the “Reverse Split”) of our issued and outstanding ordinary shares, par value $0.001 per share.

 

From the legal perspective, the Reverse Split applied to the issued shares of the Company on the date of the Reverse Split and does not have any retroactive effect on the Company’s shares prior that date. However, for accounting purposes only, references to our ordinary shares in this annual report are stated as having been retroactively adjusted and restated to give effect to the Reverse Split, as if the Reverse Split had occurred by the relevant earlier date.

 

22. NET LOSS PER SHARE

 

Basic net loss per share is computed using the weighted average number of common shares outstanding during the year. The dilutive effect of potential common shares outstanding is included in diluted net loss per share. Due to the Company’s net loss from its continuing operations, all potential common share issuances had anti-dilutive effect on net loss per share. The following table sets forth the computation of basic and diluted net loss per share for the three months ended March 31, 2022 and 2021:

 

   For the
Three Months ended
March 31,
 
   2022   2021 
Total net loss attributable to common shareholders  $(2,740,480)  $(3,290,627)
           
Weighted average common shares outstanding – Basic and diluted   10,087,665    3,338,608 
           
Loss per shares – basic and diluted:          
Loss per shares – basic and diluted:  $(0.27)  $(0.99)

 

29

 

 

24. SEGMENTS

 

General Information of Reportable Segments:

 

The Company currently has four operating reportable segments: retail pharmacy, wholesale medical devices, wholesale pharmaceuticals and medical services. The retail pharmacy segment sells prescription and OTC medicines, traditional Chinese medicines (“TCM”), healthcare supplies, and sundry items to retail customers through its directly-owned pharmacies and authorized retail stores. The wholesale pharmaceuticals segment includes supplying prescription and OTC medicines, TCM, healthcare supplies and sundry items to clinics, third party pharmacies, hospitals and other drug vendors. The medical services segment includes the hospitals acquired in February 2021.

 

To date, there were no inter-segment revenues between our retail pharmacy and wholesale pharmaceuticals segments. The wholesale medical devices segment distributes medical devices, including medical consumables to private clinics, hospitals, third party pharmacies and other medical devices dealers. Disclosure should relate to all segments

 

The segments’ accounting policies are the same as those described in the summary of significant accounting policies. The Company’s chief operating decision maker, who is the CEO of the Company, evaluates performance of each of the segments based on profit or loss from continuing operations net of income tax.

 

The Company’s reportable business segments are strategic business units that offer different products. Each segment is managed independently because they require different operations and markets to distinct classes of customers.

 

Information about Operating Segment Profit or Loss and Segment Assets

 

BIMI, as the holding company, incurred a significant amount of general operating expenses, such as financing costs, that the Company’s chief operating decision maker did not allocate to segments to evaluate the segments performance and allocate recourses of the Company. In addition, except for depreciation and amortization of long-lived assets, the Company does not allocate the change in fair value of derivative liabilities and the amortization of discount of convertible notes to reporting segments in its reported profit or loss. The following amounts were used by the chief operating decision maker.

 

For three months ended March 31, 2022  Retail
pharmacy
   Medical
device
wholesale
   Drugs
wholesale
   Medical
services
   Others   Total 
Revenues from external customers  $65,156   $2,138,047   $1,231,856   $1,584,689   $
-
   $5,019,748 
Cost of revenues  $40,192   $1,835,885   $1,075,422   $609,779   $
-
   $3,561,278 
Depreciation, depletion, and amortization expense  $3,481   $12,329   $360   $43,319   $29,670   $89,159 
Profit (loss)  $(102,615)  $114,476   $(143,429)  $207,345   $(2,816,257)  $(2,740,480)
Total assets  $253,906   $4,629,920   $10,528,955   $8,169,624   $15,129,605   $38,712,010 

 

For three months ended March 31, 2021  Retail
pharmacy
   Medical
device
wholesale
   Drugs
wholesale
   Medical
services
   Others   Total 
Revenues from external customers  $120,113   $64,439   $1,264,868   $704,487   $14,097   $2,168,004 
Cost of revenues  $99,495   $30,462   $806,856   $638,807   $123   $1,575,743 
Depreciation, depletion, and amortization expense  $5,138  $6,873   $680   $17,443   $5,824   $35,958 
Profit (loss)  $(156,065)  $(102,831)  $213,077   $(272,333)  $(2,972,475)  $(3,290,627)
Total assets  $412,494   $5,516,800   $14,690,504   $21,079,758   $8,046,969   $49,746,525 

 

30

 

 

Reconciliations of Operating Segment Revenues, Profit or Loss, and Assets, to the Consolidated Totals as of March 31, 2022 and March 31,2021 and for the Three Months ended March 31, 2022 and 2021.

 

  Three months ended
March 31,
2022
 
>>Revenues    
Total revenues of operating segments  $5,025,014 
Other revenues   
-
 
Elimination of intersegments revenues   (5,266)
Total consolidated revenues  $5,019,748 
      
>> Profit or loss     
Total loss from operating segments  $75,776 
Elimination of intersegments profit or loss   
-
 
Unallocated amount:     
Amortization of discount of convertible notes   (771,124)
Other corporation expense   (2,045,132)
Total net loss  $(2,740,480)
      
>>Assets     
Total assets of operating segments  $51,304,157 
Elimination of intersegments receivables   (15,156,049)
Unallocated amount:     
Other unallocated assets -- Xinrongxin   4,571 
Other unallocated assets – Liaoning Boyi   33,631 
Other unallocated assets – Dalian Boyi   4,885 
Other unallocated assets – Chongqing Bimai   1,728,643 
Other unallocated assets -- BIMI   792,172 
Total consolidated assets  $38,712,010 

 

31

 

 

  Three months ended
March 31,
2021
 
>>Revenues    
Total revenues of operating segments  $2,153,907 
Other revenues   14,097 
Elimination of intersegments revenues   
-
 
Total consolidated revenues  $2,168,004 
      
>> Profit or loss     
Total loss from operating segments  $(325,367)
Elimination of intersegments profit or loss   
-
 
Unallocated amount:     
Amortization of discount of convertible notes   (1,386,586)
Other corporation expense   (1,578,674)
Total net loss  $(3,290,627)
      
>>Assets     
Total assets of operating segments  $44,115,292 
Elimination of intersegments receivables   (2,415,736)
Unallocated amount:     
Other unallocated assets -- Xinrongxin   3,055,027 
Other unallocated assets – Liaoning Boyi   274,871 
Other unallocated assets – Dalian Boyi   5,307 
Other unallocated assets – Chongqing Bimai   2,344,579 
Other unallocated assets -- BIMI   2,367,185 
Total consolidated assets  $49,746,525 

 

32

 

 

25. ENTITY-WIDE INFORMATION AND CONCENTRATIONS OF RISK

 

Entity-Wide Information

 

(a) Revenues from each types of products

 

For the three months ended March 31, 2022 and 2021, respectively, the Company reported revenues for each type of products and services as follows:

 

  

For the
three months ended

March 31,

 
   2022   2021 
Medical devices  $2,138,047   $64,439 
Medical services   1,584,689    704,487 
Pharmaceuticals   1,231,856    1,264,868 
Pharmacy retail   65,156    120,113 
Others   
-
    14,097 
Total  $5,019,748   $2,168,004 

 

(b) Geographic areas information

 

For the three months ended March 31, 2022 and 2021, respectively, all the Company’s revenues were generated in the PRC. There were no long-lived assets located outside of the PRC as of March 31, 2022 and 2021.

 

(c) Major customers

 

For the three months ended March 31, 2022, no customer accounted for more than 10% of the Company’s revenues:

 

(d) Major vendors

 

For the three months ended March 31, 2022, three vendors accounted for more than 10% of the Company’s purchases and its outstanding balances as at balance sheet dates:

 

      For the
three months ended
   As of 
     

March 31,

2022

  

March 31,

2022

 
Vendors  Segment  Purchases   Percentage
of total
purchases
   Accounts
payable
 
Vendor A  Medical services  $1,159,849    37.33%   
-
 
Vendor B  Medical services  $602,012    19.37%   
-
 
Vendor C  Wholesale pharmaceuticals  $494,939    15.93%   495,109 

 

33

 

 

Concentrations of Risk

 

The Company is exposed to the following concentrations of risk:

 

(a) Credit risk

 

Financial instruments that are potentially subject to credit risk consist principally of trade receivables. The Company believes the concentration of credit risk in its trade receivables is substantially mitigated by its ongoing credit evaluation process and relatively short collection terms. The Company does not generally require prepayments or deposits from customers. The Company evaluates the need for an allowance for doubtful accounts based upon factors surrounding the credit risk of specific customers, historical trends and other information.

 

(b) Interest rate risk

 

The Company’s interest-rate risk arises from convertible promissory notes, short-term and long-term loans. The Company manages interest rate risk by varying the issuance and maturity dates, fixing interest rate of debt, limiting the amount of debts, and continually monitoring the effects of market changes in interest rates. As of March 31, 2022 and December 31, 2021, respectively, the Notes, short-term and long-term loans were at fixed rates.

 

(c) Exchange rate risk

 

Substantially all of the Company’s revenues and a majority of its costs are denominated in RMB and a significant portion of its assets and liabilities are denominated in RMB. As a result, the Company’s results of operations may be affected by fluctuations in the exchange rate between US$ and RMB. If the RMB depreciates against the US$, the value of RMB revenues and assets as expressed in US$ financial statements will decline. The Company does not hold any derivative or other financial instruments that expose to substantial market risk.

 

(d) Economic and political risks

 

The Company’s operations are conducted in the PRC. Accordingly, the Company’s business, financial condition and results of operation may be influenced by the political, economic and legal environment in the PRC, and by the general state of the PRC economy. The outbreak of COVID-19 pandemic has expanded all over the world since the beginning of 2020, which has greatly slowed the growth of the global economy, including the PRC, and this effect may continue until the pandemic is controlled, or a vaccine or cure is developed. The slowdown of the growth of the PRC’s economy has adversely effected our current business and future success will be adversely affected if we are unable to capitalize on the opportunities arising from the increasing demand for medicine and medical devices in the markets in which we operate.

 

The Company’s operations in the PRC are subject to special considerations. These include risks associated with, among others, the political, economic and legal environment and foreign currency exchange. The Company’s results may be adversely affected by changes in the political and social conditions in the PRC, and by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion, remittances abroad, and rates and methods of taxation.

 

(e) Enforcement risks

 

The PRC People’s Supreme Court adopted rules in 2010 which restrict parties who are subject to effective court enforcement orders for monetary judgements from extravagant spending until the monetary judgments have been satisfied. According to those rules, if a company becomes subject to a court enforcement order due to failure to satisfy a monetary judgement, the company’s name will appear on a defaulters’ list published by the Chinese courts and the company together with its legal representative and responsible person will be prohibited from using the company property for extravagant spending such as buying real property, vacationing and paying for children’s private school education, until, among other conditions, the monetary judgment has been satisfied. Boqi Zhengji and Nengfa Energy are currently on the defaulters’ list due to their failure to pay off several monetary judgments.

 

26. SUBSEQUENT EVENTS

 

None Noted

 

34

 

 

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

 

The following discussion of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and the notes to those financial statements appearing elsewhere in this Report.

 

Certain statements in this Report constitute forward-looking statements. These forward-looking statements include statements, which involve risks and uncertainties, regarding, among other things, (a) our projected sales, profitability, and cash flows, (b) our growth strategy, (c) anticipated trends in our industry, (d) our future financing plans, and (e) our anticipated needs for, and use of, working capital. They are generally identifiable by use of the words “may,” “will,” “should,” “anticipate,” “estimate,” “plan,” “potential,” “project,” “continuing,” “ongoing,” “expects,” “management believes,” “we believe,” “we intend,” or the negative of these words or other variations on these words or comparable terminology. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this filing will in fact occur. You should not place undue reliance on these forward-looking statements.

 

The forward-looking statements speak only as of the date on which they are made, and, except to the extent required by federal securities laws, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date on which the statements are made or to reflect the occurrence of unanticipated events.

 

As used herein the terms “we”, “us”, “our,” “BIMI” and the “Company” mean, BIMI International Medical, Inc., a Delaware corporation and its subsidiaries.

 

OVERVIEW

 

From 2007 until October 2019, we, through the NF Group, were engaged in the energy efficiency enhancement business. With the decline in the constructions of power generation plants and municipal water, gas, heat and energy pipelines in China due to a policy change by the PRC government, the demand for our products and services declined markedly. As a result, our energy efficiency enhancement business, incurred operating losses in each of the last seven years, especially in 2018, when the PRC government adopted a series of policies to favor more environmentally friendly projects and products. Our net loss from the operation of the energy efficiency enhancement business was $16.79 million in 2018 and $2.18 million in 2019. We explored many different alternatives in an effort to revive this business, including attempts to expand into international markets, before we determined this business was not sustainable for us. In late 2019, we committed to a plan to dispose of the NF Group and on March 31, 2020, we entered into an agreement for the sale of the NF Group. The sale closed on June 23, 2020 when the $10 million sales price was paid to us in full.

 

Our current operations are focused on the healthcare industry in the PRC. On October 14, 2019, we acquired Boqi Zhengji, an operator of a pharmacy chain business in the PRC. This was the first step of our shift of focus from the energy sector to the healthcare business. Boqi Zhengji, however, suffered significant setbacks during 2020. The COVID-19 pandemic caused the pharmacy stores to record almost no sales for several months due to the national shutdown order and other government orders specifically targeting OTC drugs. To avoid exposing our other business to further risks and potential joint liabilities, we decided to divest the pharmacy chain. On December 11, 2020 we entered into an agreement to sell Boqi Zhengji for $1,700,000 in cash. On December 18, 2020, we received the full consideration from the buyer and the control of the Boqi Zhengji business was transferred. Due to the Chinese government’s alternative working schedule and other delays caused by COVID-19, the government record reflecting the transfer of ownership was not updated until February 2, 2021.

 

On March 18, 2020, we completed the Guanzan acquisition. The rationale for the acquisition was for us to further expand our healthcare operation by acquiring a medical devices and pharmaceuticals distribution business. We believed that Guanzan has strong sales capabilities and procurement resources in the local area of Chongqing, the largest city in Southwest region of the PRC. The acquisition was is in line with our expansion strategy, which focuses on deeper penetration of the healthcare market in the Southwest region of China and gaining a wider footprint in the PRC.

 

On February 2, 2021, we acquired Guoyitang, the owner and operator of a private general hospital in Chongqing with 50 hospital beds and 98 employees, including 14 doctors, 28 nurses, 43 other medical staff and 13 non-medical staff. The Guoyitang acquisition enabled us to serve more individuals with medical needs and was the first step in our efforts to build a hospital chain specializing in obstetrics and gynecology.

 

35

 

 

On February 8, 2021, we acquired Zhongshan, a private hospital in the southeast region of China with 160 hospital beds (of which 110 beds are currently in use) and 95 employees, including 20 doctors, 48 nurses, 10 other medical staff and 17 non-medical staff. Zhongshan is a general hospital known for its complex minimally invasive surgeries and equipped with high-end diagnostics equipment and surgical instruments for gynecology and obstetrics use. The Zhongshan acquisition was the second step in our effort to establish a nationwide hospital chain specializing in obstetrics and gynecology. 

 

On May 6, 2021, we acquired three private hospitals operating in China, Wuzhou Qiangsheng Hospital Co.,Ltd.(“Qiangsheng”) in the southeast region of the PRC, Suzhou Eurasia Hospital Co.,Ltd. (“Eurasia”) in the central region of the PRC and Yunan Yuxi Minkang Hospital Co.,Ltd.(“Minkang”) in the southwest region of the PRC. Qiangsheng, Eurasia and Minkang were owned by the same owners. Qiangsheng has 20 hospital beds and is a general hospital locally known for its OB/GYN and Chinese traditional medicine specialties. Eurasia has 30 hospital beds. Minkang has 120 hospital beds and is a general hospital locally known for its OB/GYN and Chinese traditional medicine specialties.

 

On October 8, 2021, we acquired Chongqing Zhuoda Pharmaceutical Co., Ltd. (“Zhuoda”), a company engaged in the distribution of medical devices and pharmaceuticals, based in Chongqing, the largest city in Southwest region of the PRC. Zhuoda primarily distributes pharmaceuticals. Zhuoda currently distributes approximately 100 products, including antibiotics and their preparations, proprietary Chinese herbal medicine, biochemical drugs and Chinese medicine, etc. The majority of its customers are private pharmaceutical manufacturers and pharmaceutical wholesale companies in the PRC.

 

On December 20, 2021, we entered into a stock purchase agreement to acquire Bengbu Mali OB-GYN Hospital Co., Ltd. (“Mali Hospital”), a private OB-GYN specialty hospital with 199 beds located in Bengbu city in the southeast region of the People’s Republic of China. Mali Hospital has 148 employees, including 26 doctors, 52 nurses, 11 other medical staff members and 59 non-medical staff members. The acquisition of Mali Hospital has not closed as of the date of this report.

 

BUSINESS SEGMENTS

 

The Company currently four operating segments: retail pharmacy, wholesale pharmaceuticals, wholesale medical devices and medical services. The retail pharmacy segment sells prescription and OTC medicines, TCM, healthcare supplies and sundry items to retail customers through its directly-owned pharmacies and authorized retail stores. The wholesale pharmaceuticals segment includes supplying prescription and OTC medicines, TCM, healthcare supplies and sundry items to clinics, third party pharmacies, hospitals and other drug wholesalers. There were no inter-segment revenues between our retail pharmacy and wholesale pharmaceuticals segments. The wholesale medical device segment distributes medical devices, including medical consumables to private clinics, hospitals, third party pharmacies and other medical device dealers. Medical services includes private comprehensive hospitals operating in China.

 

The segments’ accounting policies are the same as those described in the summary of significant accounting policies. The Company’s chief operating decision maker (“CODM”), who is the CEO of the Company, evaluates performance of each segment based on profit or loss from continuing operations net of income tax.

 

The Company’s operating business segments are strategic business units that offer different products and services. Each segment is managed independently because they require different operations and markets to distinct classes of customers.

 

GOING CONCERN

 

The accompanying unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the discharge of liabilities in the normal course of business for the foreseeable future.

 

As reflected in the accompanying unaudited condensed consolidated financial statements, the Company incurred net losses of $2,740,480 and $3,290,627 and cash outflows of $2,150,706 and $1,729,711, from operating activities for the three months ended March 31, 2022 and 2021, respectively. As of March 31, 2022, the Company had an accumulated deficit of $50.64 million. In addition, the Company continues to generate operating losses and has limited cash flow from its operations. Primarily as a result of it operating loss in the quarter, the Company’s cash position declined by $2.15 million in the three months ended March 31, 2022. Management believes these factors raise substantial doubt about the Company’s ability to continue as a going concern for the next twelve months.

 

36

 

 

The continuation of the Company as a going concern through the next twelve months is dependent upon (1) the continued financial support from its stockholders or external financing, and (2) further implement management’s business plan to extend its operations and generate sufficient revenues and cash flow to meet its obligations. On November 18, 2021, the Company entered into a securities purchase agreement (the “November SPA”) with two institutional investors (each an “Institutional Investor” and collectively the “Institutional Investors”) to sell a new series of senior secured convertible notes (the “Convertible Notes”) of the Company in a private placement (the “Private Placement”), in the aggregate principal amount of $7,800,000 having an aggregate original issue discount of 20%, and ranking senior to all outstanding and future indebtedness of the Company. See “LIQUIDITY AND CAPITAL RESOURCES.” While the Company believes in the viability of its strategy to increase sales volume and in its ability to raise additional funds, there can be no assurance that the Company will succeed in either respect.

 

These conditions raise substantial doubt about the Company’s ability to continue as a going concern. These unaudited condensed financial statements do not include any adjustments to reflect the possible future effect on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the outcome of these uncertainties. Management believes that the actions presently being taken to obtain additional funding and implement its strategic plan provides the opportunity for the Company to continue as a going concern.

 

CRITICAL ACCOUNTING ESTIMATES

 

Our discussion and analysis of our financial condition and results of operations are based on our financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. On an on-going basis, we evaluate our estimates and judgments, including those related to revenue, receivable, inventory, and accrued expenses. We base our estimates on historical experience, known trends and events and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Changes in estimates are recorded in the period in which they become known.

 

We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of our consolidated financial statements.

 

Accounts receivable and allowance for doubtful accounts

 

Accounts receivable are recorded at the invoiced amount and do not bear interest, which are due within contractual payment terms, generally 30 to 90 days from delivery. Credit is extended based on evaluation of a customer’s financial condition, the customer credit-worthiness and their payment history. Accounts receivable outstanding longer than the contractual payment terms are considered past due. Past due balances over 90 days and over a specified amount are reviewed individually for collectability. At the end of each period, the Company specifically evaluates individual customer’s financial condition, credit history, and the current economic conditions to monitor the progress of the collection of accounts receivables. For the receivables that are past due or not being paid according to payment terms, the appropriate actions are taken to exhaust all means of collection, including seeking legal resolution in a court of law. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have any off-balance-sheet credit exposure related to its customers. As of March 31, 2022 and December 31, 2021, the allowance for doubtful accounts was $322,956 and $322,145, respectively.

 

37

 

 

Advances to suppliers

 

Advances to suppliers consist of prepayments to the Company’s vendors, such as pharmaceutical manufacturers and medicine suppliers. The Company typically prepays for the purchase of our merchandise, especially for those salable, scarce, personalized medicine or medical devices. The Company typically receive products from vendors within three to nine months after making prepayments. The Company continuously monitor delivery from, and payments to, the vendors while maintaining a provision for estimated credit losses based upon historical experience and any specific supplier issues, such as discontinuing of inventory supply, that have been identified. If the Company has difficulty receiving products from a vendor, the Company would cease purchasing products from such vendor, request return of our prepayment promptly, and if necessary, take legal action. The Company has not taken such type of legal action during the reporting periods. If none of these steps are successful, management will then determine whether the prepayments should be reserved or written off. As of March 31, 2022 and December 31, 2021, the allowance for doubtful accounts were $Nil.

 

Inventories

 

Inventories are stated at the lower of cost or market value. Cost is determined using the weighted average method, and market value is the middle (the second highest) value among an inventory item’s replacement cost, market celling and market floor. The Company carries out physical inventory counts on a monthly basis at each store and warehouse location. The Company reviews historical sales activity quarterly to determine excess, slow moving items and potentially obsolete items. The Company provides inventory reserve based on the excess quantities on hand equal to the difference, if any, between the cost of the inventory and its estimated market value, or obsolescence of inventories determined principally by customer demand. As of March 31, 2022 and December 31, 2021, the Company recorded an allowance for obsolete inventories, which mainly consists of expired medicine, of $103,625 and $103,178, respectively.

 

Property, plant and equipment

 

Property, plant and equipment are stated at cost less accumulated depreciation and impairment, if any. Depreciation is calculated on the straight-line basis over the following expected useful lives from the date on which they become fully operational and after taking into account their estimated residual values:

 

Items 

Expected

useful lives

  Residual
value
 
Building  20 years   5%
Office equipment  3 years   5%
Electronic equipment  3 years   5%
Furniture  5 years   5%
Medical equipment  10 years   5%
Vehicles  4 years   5%
Leasehold Improvement  Shorter of lease term or useful life   5%

 

Expenditures for repairs and maintenance are expensed as incurred. When assets have been retired or sold, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in the results of operations.

 

Intangible assets

 

Intangible assets consist primarily of management system software. Intangible assets are stated at cost less accumulated amortization and impairment, if any. Intangible assets are amortized using the straight line method with the following estimated useful lives:

 

  

Expected

useful lives

 
Software  10 years  

 

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Goodwill

 

Goodwill represents the excess of the purchase price over the amounts assigned to the fair value of the assets acquired and the liabilities assumed of an acquired business. In accordance with ASC 350, Goodwill and Other Intangible Assets, recorded goodwill amounts are not amortized, but rather are tested for impairment annually or more frequently if there are indicators of impairment present.

 

Goodwill is tested for impairment at the reporting unit level on at least an annual basis or when an event occurs or circumstances change that would more-likely-than-not reduce the fair value of a reporting unit below its carrying value. These events or circumstances include a significant change in stock prices, business environment, legal factors, financial performances, competition, or events affecting the reporting unit. Application of the goodwill impairment test requires judgment, including the identification of reporting units, assignment of assets and liabilities to reporting units, assignment of goodwill to reporting units, and determination of the fair value of each reporting unit. The estimation of fair value of a reporting unit using a discounted cash flow methodology also requires significant judgments, including estimation of future cash flows, which is dependent on internal forecasts, estimation of the long-term rate of growth for the Company’s business, estimation of the useful life over which cash flows will occur, and determination of the Company’s weighted average cost of capital. The estimates used to calculate the fair value of a reporting unit change from year to year based on operating results and market conditions. Changes in these estimates and assumptions could materially affect the determination of fair value and goodwill impairment for the reporting unit.

 

The Company identified reporting units at the lowest level within the entity at which goodwill is monitored for internal management purposes. Management evaluated the recoverability of goodwill by performing a qualitative assessment before using a two-step impairment test approach at the reporting unit level. If the Company reorganizes its reporting structure in a manner that changes the composition of one or more of its reporting units, goodwill is reassigned based on the relative fair value of each of the affected reporting units. As of March 31, 2022 and December 31, 2021, the Company recorded impairments for goodwill of $Nil and $26,128,171, respectively.

 

Revenue recognition

 

We adopted Accounting Standard Codification (“ASC”) Topic 606, Revenues from Contract with Customers (“ASC 606”) for all periods presented. Under ASC 606, revenue is recognized when control of the promised goods and services is transferred to the Company’s customers, in an amount that reflects the consideration that we expect to be entitled to in exchange for those goods and services, net of value-added tax. We determine revenue recognition through the following steps:

 

Identify the contract with a customer;
   
Identify the performance obligations in the contract;
   
Determine the transaction price;
   
Allocate the transaction price to the performance obligations in the contract; and
   
Recognize revenue when (or as) the entity satisfies a performance obligation.

 

The transaction price is allocated to each performance obligation on a relative standalone selling price basis. The transaction price allocated to each performance obligation is recognized when that performance obligation is satisfied by the control of the promised goods and services is transferred to the customers, which at a point in time or over time as appropriate.

 

Our revenues are net of value added tax (“VAT”) collected on behalf of PRC tax authorities in respect to the sales of merchandise. VAT collected from customers, net of VAT paid for purchases, is recorded as a liability in the accompanying consolidated balance sheets until it is paid to the relevant PRC tax authorities

 

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Convertible promissory notes

 

We record debt net of debt discount for beneficial conversion features and warrants, on a relative fair value basis. Beneficial conversion features are recorded pursuant to the Beneficial Conversion and Debt Topics of the FASB Accounting Standards Codification. The amounts allocated to warrants and beneficial conversion rights are recorded as debt discount and as additional paid-in-capital. Debt discount is amortized to interest expense over the life of the debt.

 

Derivative instruments

 

We enter into financing arrangements that consist of freestanding derivative instruments or are hybrid instruments that contain embedded derivative features. The Company accounts for these arrangements in accordance with ASC Topic 815, Accounting for Derivative Instruments and Hedging Activities (“ASC 815”) as well as related interpretation of this standard. In accordance with this standard, derivative instruments are recognized as either assets or liabilities in the balance sheet and are measured at fair values with gains or losses recognized in earnings. Embedded derivatives that are not clearly and closely related to the host contract are bifurcated and are recognized at fair value with changes in fair value recognized as either a gain or loss in earnings. The Company determines the fair value of derivative instruments and hybrid instruments based on available market data using appropriate valuation models, giving consideration to all of the rights and obligations of each instrument.

 

We estimate fair values of derivative financial instruments using various techniques (and combinations thereof) that are considered to be consistent with the objective measuring fair values. In selecting the appropriate technique, we consider, among other factors, the nature of the instrument, the market risks that it embodies and the expected means of settlement. For less complex derivative instruments, such as free-standing warrants, we generally use the Black-Scholes model, adjusted for the effect of dilution, because it embodies all of the requisite assumptions (including trading volatility, estimated terms, dilution and risk free rates) necessary to fair value these instruments. Estimating fair values of derivative financial instruments requires the development of significant and subjective estimates that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors. In addition, option-based techniques (such as Black-Scholes model) are highly volatile and sensitive to changes in the trading market price of our common stock. Since derivative financial instruments are initially and subsequently carried at fair values, our income (expense) going forward will reflect the volatility in these estimate and assumption changes. Under the terms of the new accounting standard, increases in the trading price of the Company’s common stock and increases in fair value during a given financial quarter result in the application of non-cash derivative expense. Conversely, decreases in the trading price of the company’s common stock and decreases in trading fair value during a given financial quarter result in the application of non-cash derivative income.

 

Foreign currencies translation

 

Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the statement of operations. The reporting currency of our company is the United States Dollar (“US$”). Our subsidiaries in the PRC maintain their books and records in their local currency, the Renminbi Yuan (“RMB”), which is the functional currency as it is the primary currency of the economic environment in which these entities operate.

 

In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not the US$ are translated into US$, in accordance with ASC Topic 830-30, “Translation of Financial Statement”, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of foreign subsidiaries are recorded as a separate component of accumulated other comprehensive income within the statement of stockholders’ equity.

 

Segment reporting

 

ASC Topic 280, “Segment Reporting” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about the type of products and services, geographical areas, business strategies and major customers in business components. For the three months ended March 31, 2022 the Company operated in four reportable segments: retail pharmacy, wholesale medical devices, wholesale pharmaceuticals and medical services in the PRC.

 

40

 

 

Recent accounting pronouncements

 

In June 2016, the FASB issued ASU No. 2016-13, “Measurement of Credit Losses on Financial Instruments (Topic 326)”, which significantly changes the way entities recognize impairment of many financial assets by requiring immediate recognition of estimated credit losses expected to occur over their remaining life, instead of when incurred. In November 2018, the FASB issued ASU No. 2018-19, “Codification Improvements to Topic 326, Financial Instruments—Credit Losses”, which amends Subtopic 326-20 (created by ASU No.2016-13) to explicitly state that operating lease receivables are not in the scope of Subtopic 326-20. Additionally, in April 2019, the FASB issued ASU No.2019-04, “Codification Improvements to Topic 326, Financial Instruments—Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments”, in May 2019, the FASB issued ASU No. 2019-05, “Financial Instruments—Credit Losses (Topic 326): Targeted Transition Relief”, and in November 2019, the FASB issued ASU No. 2019-10, “Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates”, and ASU No. 2019-11, “Codification Improvements to Topic 326, Financial Instruments—Credit Losses”, to provide further clarifications on certain aspects of ASU No. 2016-13 and to extend the nonpublic entity effective date of ASU No. 2016-13. The changes (as amended) are effective for the Company for annual and interim periods in fiscal years beginning after December 15, 2022, and the Company is in the process of evaluating the potential effect on its consolidated financial statements.

 

In January 2017, the FASB issued ASU 2017-04, “Intangibles — Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment,” which simplifies how an entity is required to test goodwill for impairment by eliminating step two from the goodwill impairment test. Step two of the goodwill impairment test measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with its carrying amount. As amended by ASU 2019-10, annual or interim goodwill impairment tests are performed in fiscal years beginning after December 15, 2022. We do not expect that the adoption of this guidance will have a material impact on our financial position, results of operations and cash flows.

 

In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company adopted this guidance effective January 1, 2021, which adoption did not have a material impact on the consolidated financial statements.

 

In August 2020, the FASB issued ASU No. 2020-06 (“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 will simplify the accounting for convertible instruments by reducing the number of accounting models for convertible debt instruments and convertible preferred stock. For public business entities, the amendments in ASU 2020-06 are effective for public entities which meet the definition of a smaller reporting company are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2023. The Company will adopt ASU 2020-06 effective January 1, 2024. Management is currently evaluating the effect of the adoption of ASU 2020-06 on the consolidated financial statements. The effect will largely depend on the composition and terms of the financial instruments at the time of adoption.

 

Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s consolidated financial statements upon adoption.

 

Recent Developments

 

On January 7, 2022, we issued 600,000 shares of Common Stock as the initial consideration for the acquisition of Mali.

 

On January 24, 2022, we issued 1,000,000 shares of Common Stock as the salary for Mr. Tiewei Song, which were not subject to the reverse split.

 

41

 

 

On January 27, 2022, we entered into an employment agreement with Mr. Xiaoping Wang for a term of one (1) year, effective January 1, 2022. Under the agreement, Mr. Wang’s compensation will consist of an annual salary of $500,000 in cash and stock compensation of 500,000 shares of our Common Stock. We issued 500,000 shares of our Common Stock to Mr. Wang on February 1, 2022, which were not subject to the reverse split.

 

On February 1, 2022, we issued 50,000 shares of our Common Stock to a consultant as payment for legal consulting Services.

 

On February 1, 2022, we entered into an Amendment and Settlement Agreement to amend the Stock Purchase Agreement relating to the acquisition of the Zhongshan hospital. The amendment reduced post-closing performance targets and payments and settled certain payments as a result of such amendment. Pursuant to the amendment, the purchase price was retroactively reduced by 50% from RMB 120,000,000 (currently approximately $18,864,957) to RMB 60,000,000 (currently approximately $9,432,479), the closing cash payment was retroactively reduced from RMB 40,000,000 to nil and the deferred closing stock payment was retroactively reduced from 400,000 shares of our Common Stock to 200,000 shares of Common Stock. The 2021 revenue target was also reduced by 50% from RMB 30,000,000 to RMB 15,000,000, the 2021 profit target was reduced from RMB 5,000,000 to RMB 2,500,000, the 2022 revenue target was reduced from RMB 33,000,000 to RMB 16,500,000 and the 2022 profit target was reduced from RMB 5,500,000 to RMB 2,750,000. The parties agreed that immediately after the signing of the amendment, the seller of Zhongshan hospital will execute and deliver all documents as requested by us in order to cause the return of 200,000 shares of our Common Stock on a post reverse split basis and that prior to December 31, 2022, the seller will return RMB 40,000,000 to us in cash, which amount was previously paid by us.

 

On February 2, 2022, we announced a 1-for-5 reverse split of our Common Stock, which began to trade on Nasdaq Capital Market on February 3, 2022 on a split adjusted basis. All share numbers in this discussion have been revised to reflect the reverse split.

 

RESULTS OF OPERATIONS

 

Comparison of the three months ended March 31, 2022 and 2021 of consolidated results of operations:

 

  

For the Three Months Ended March 31,

   Comparison 
   2022   % of
Revenues
   2022   Amount
increase
(decrease)
   Percentage
increase
(decrease)
 
Revenues  $5,019,748    100%  $2,168,004   $2,851,744    132%
Cost of revenues   3,561,278    71%   1,575,743    1,985,535    126%
Gross profit   1,458,470    29%   592,261    866,209    146%
Operating expenses   4,015,169    80%   3,832,650    182,519    5%
Other expenses, net   (161,200)   (3)%   (31,490)   (129,710)   412%
Loss before income tax   (2,717,899)   (54)%   (3,271,879)   553,980    (17)%
Income tax expense   22,581    0%   18,748    3,833    20%
Net loss   (2,740,480)   (55)%   (3,290,627)   550,147    (17)%
Less: non-controlling interest   (1,082)   0%   42,615    (43,697)   (103)%
Net Loss attributable to BIMI International Medical Inc.  $(2,739,398)   (55)%  $(3,333,242)  $593,844    (18)%

 

Revenues

 

Revenues for the three months ended March 31, 2022 and 2021 were $5,019,748 and $2,168,004, respectively. The revenues for the three months ended March 31, 2022 were primarily attributable to the revenues from the wholesale sales of generic drugs and medical devices and from medical services provided by hospitals purchased during the first quarter in 2022. Compared with the same period in 2021, revenue increased by $2,851,744, mainly due to the $2,073,608 increase in sales of medical devices and $880,202 increase in medical services revenues. The increase in medical device sales is mainly due to higher demand during the first quarter of 2022. The 2022 medical services revenues reflect the revenues generated by three hospitals, which were acquired in May 2021.

 

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Cost of revenues

 

Cost of revenues for the three months ended March 31, 2022 and 2021 were $3,561,278 and $1,575,743, respectively. The increase primarily reflect the costs associated with operations of the Guanzan Group, Qiangsheng, Eurasia and Minkang hospitals.

 

Cost of revenues of our wholesale medical devices segment consists primarily of cost of medical devices, medical consumables and costs related directly to contracts with customers. For the three months ended March 31, 2022 and 2021, the cost of revenues of our wholesale medical devices segment were $1,835,885 and $30,462, respectively. The increase is mainly due to the increase in sales.

 

Cost of revenues of our wholesale pharmaceuticals segment consists primarily of the cost of medicines, medical consumables and costs related directly to contracts with customers. For the three months ended March 31, 2022 and 2021, the cost of revenues of our wholesale pharmaceuticals segment were $1,075,422 and $806,856, respectively.

 

Cost of revenues of our medical services segment consists primarily of the salaries of the doctors and nurses and the cost of medicines. For the three months ended March 31, 2022 and 2021, the cost of revenues of our medical services segment were $609,779 and $638,807, respectively.

 

Cost of revenues of our retail pharmacy segment consists primarily of the cost of the pharmaceuticals, medical devices and other products that we sell to customers. For the three months ended March 31, 2022 and March 31, 2021, the cost of revenues of our retail pharmacy segment were $40,192 and $99,495, respectively.

 

Gross profit loss

 

For the three months ended March 31, 2022 and 2021, we had a gross margin of 29% and 27%, respectively. For the three months ended March 31, 2022 and 2021, the gross profit margin of our: (i) retail pharmacy segment were 38.31% and 17.17%, respectively; (ii) wholesale medical devices segment were 14.13% and 52.73%, respectively; (iii) wholesale pharmaceuticals segment were 12.70% and 36.21%, respectively; and (iv) medical services segment were 61.52% and 9.32%, respectively.

 

Operating expenses

 

Operating expenses consist mainly of auditing and legal service fees, other professional service fees, directors’ and officers’ compensation expenses, meeting and promotional expenses, changes in fair value of derivative liabilities, depreciation and amortization of items not associated with production, office rental fee and utilities.

 

Operating expenses were $4,015,169 for the three months ended March 31, 2022 as compared to $3,832,650 for the same period in 2021, an increase of $182,519 or 5%. The increase is primarily due to the salaries of the Company’s Chief Executive Officer, Chief Financial Officer and Chief Operating Officer of $1,400,500 for the three months ended March 31, 2022.During the 2021 period the Company’s operating expenses included a $771,000 expense related to the amortization of the discount relating to the convertible notes issued in 2021.

 

Operating expenses of the wholesale medical devices segment for the three months ended March 31, 2022 and 2021 were $161,669 and $120,583, respectively.

 

Operating expenses of the wholesale pharmaceuticals segment for the three months ended March 31, 2022 and 2021 were $666,131 and $210,894, respectively.

 

Operating expenses of medical services segment for the three months ended March 31, 2022 and 2021 was $236,925 and $319,169, respectively.

 

Operating expenses of the retail pharmacy segment for the three months ended March 31, 2022 and 2021 were $128,451 and $177,966, respectively.

 

43

 

 

Other income (expense)

 

For the three months ended March 31, 2022 and 2021, we reported other expenses of $161,200 and $31,490,respectively. Other expenses mainly consisted of interest expense relating to the bank loans of the Guanzan Group, Zhuoda and Zhongshan.

 

Net loss

 

As a result of the foregoing our net loss decreased by $ 550,147 to $2,740,480 in the three months ended March 31, 2022 from $3,290,627 for the three months ended March 31, 2021.

 

LIQUIDITY AND CAPITAL RESOURCES

 

At March 31, 2022, we had cash of $1,606,214 and net working capital of $1,359,907 as compared to cash of $4,797,849 and negative working capital of $932,493 at December 31, 2021.

 

On December 14, 2020, we entered into a stock purchase agreement (the “Cogmer SPA”) to acquire Chongqing Cogmer Biology Technology Co., Ltd. (“Cogmer”), a distributor of medical devices including in vitro diagnostic devices, focused on sales to hospitals and sub-distributors in the southwest region of the PRC. Pursuant to the Cogmer SPA, the Company agreed to purchase all the issued and outstanding equity interests in Cogmer for RMB 116,000,000 (approximately $17,737,000), to be paid by the issuance of 400,000 shares of our common stock and the payment of RMB 76,000,000 in cash. In December, 2020, we paid a deposit of $3,065,181 to the shareholders of Cogmer. On March 15, 2021, we terminated the Cogmer SPA upon mutual agreement with the Cogmer shareholders without incurring any penalties as a result of the termination. We recovered the deposit of $3,065,181 from the shareholders of Cogmer on November 29, 2021.

 

On May 18, 2020, we entered into a securities purchase agreement (the “May SPA”) with two institutional investors (the “Institutional Investors”) to sell convertible notes having a face amount of $6,550,000 at an aggregate original issue discount of 19.85% (the “2020 Notes”) and ranking senior to all outstanding and future indebtedness of the Company. The 2020 Notes do not bear interest except upon the occurrence of an event of default. Each Institutional Investor also received a warrant (the “Institutional Investor 2020 Warrant”) to purchase 325,000 shares of Common Stock at an initial exercise price of $14.225 per share (post-Split price (as defined below) and subject to the Event Market Price Adjustment). The placement agent for the private placement received a warrant (the “Placement Agent 2020 Warrant”, together with the Institutional Investor 2020 Warrant, the “2020 Warrants”) to purchase up to 10% of the aggregate number of shares of Common Stock at an initial exercise price of $14.225 per share (post-Split price and subject to the Event Market Price Adjustment), subject to increase based on the number of shares Common Stock issued pursuant to the 2020 Notes.

 

Pursuant to the May SPA, two 2020 Notes each in the face amount of $2,225,000 were issued to the Institutional Investors in consideration of the payment of $1,750,000 in cash for each 2020 Note.

 

The May SPA, the 2020 Notes and the warrants provided that each and every reference to share prices, shares of Common Stock and any other numbers therein that relate to the Common Stock will be automatically adjusted for any stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions that occur with respect to the Common Stock (each, a “Stock Combination Event”, and such date thereof, the “Stock Combination Event Date”) thereafter. The May SPA, the 2020 Notes and the 2020 Warrants further provide if after a Stock Combination Event, the Event Market Price is less than the conversion price (in the case of the Convertible Notes) or the exercise price (in the case of the warrants) then in effect (after giving effect to the above adjustments), then on the sixteenth (16th) trading day immediately following such Stock Combination Event Date, the conversion price or exercise then in effect on such sixteenth (16th) trading day (after giving effect to the above adjustments) will be reduced (but in no event increased) to the Event Market Price. “Event Market Price” means, with respect to any Stock Combination Event Date, the quotient determined by dividing (x) the sum of the dollar volume-weighted average price of the Common Stock for each of the five (5) trading days with the lowest dollar volume-weighted average price of the Common Stock during the fifteen (15) consecutive trading day period ending and including the trading day immediately preceding the sixteenth (16th) trading day after such Stock Combination Event Date, divided by (y) five (5). The price adjustment described in this paragraph is hereinafter referred to as the “Event Market Price Adjustment.”

 

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The 2020 Notes, which matured on the eighteen-month anniversary of the issuance date, WERE payable in installments and WERE convertible at the election of the investors at the conversion price of $12.95 per share (post-Split Price and subject to the Event Market Price Adjustment), subject to adjustment in the event of default. Each investor also received a warrant to purchase 130,000 shares of Common Stock at an initial exercise price of $14.23 per share (post-Split Price and subject to the Event Market Price Adjustment). The placement agent for the private placement received a warrant to purchase up to 34,369 shares of Common Stock at an initial exercise price of $14.23 per share (post-Split Price and subject to the Event Market Price Adjustment), subject to increase based on the number of shares of Common Stock issued pursuant to the 2020 Notes. Pursuant to the May SPA, additional convertible notes in an aggregate original face amount not to exceed $2,100,000 (the “Additional Notes”) could also be issued to the Institutional Investors under certain circumstances.

 

On February 24, 2021, we entered into an amendment to the May SPA with the Institutional Investors to increase the amount of the Additional Notes by $3,300,000 to $5,400,000. On February 26, 2021, Additional Notes in an aggregate original principal amount of $5,400,000 were issued to the Institutional Investors, together with the issuance of warrants to acquire an aggregate of 152,000 shares of Common Stock at an initial exercise price of $14.23 per share (post-Split Price and subject to the Event Market Price Adjustment). The placement agent for the private placement received a warrant to purchase up to 34,749 shares of our Common Stock at an initial exercise price of $14.23 per share post-Split Price and (subject to the Event Market Price Adjustment), subject to increase based on the number of shares of Common Stock issued pursuant to the Additional Notes. All the convertible promissory notes with a principal amount of $5,400,000 were converted into 2,153,424 common shares prior to November 30, 2021.

 

On November 18, 2021, we entered into a securities purchase agreement (the “November SPA”) with the same two Institutional Investors to sell them a series of senior convertible notes (the “2021 Notes”) with an original issue discount of 20% and ranking senior to all outstanding and future indebtedness of the Company in a private placement. Each Institutional Investor paid $3,250,000 in cash for a 2021 Note in the face amount of $3,900,000. The November SPA also provided for the issuance of additional 2021 Notes in an aggregate original principal amount not to exceed $3,900,000 under certain circumstances. The November SPA also contains provisions about the Market Event Price. The 2021 Notes, which were issued on November 22, 2021, mature on the eighteen-month anniversary of the issuance date, are payable by the Company in installments and are convertible at the election of the Institutional Investors at the conversion price of $3.25 (post-Split Price and subject to the Event Market Price Adjustment), which is subject to adjustment in the event of default. Each Institutional Investor also received a warrant (the “Institutional Investor 2021 Warrant”) to purchase 180,000 shares of Common Stock at an initial exercise price of $3.55 per share (subject to the Event Market Price Adjustment). The placement agent for the private placement received a warrant (the “Placement Agent 2021 Warrant”, together with the Institutional Investor 2021 Warrant, the “2021 Warrants”) to purchase up to 8% of the aggregate number of shares of Common Stock at an initial exercise price of $3.55 per share (post-Split Price and subject to the Event Market Price Adjustment), subject to increase based on the number of shares Common Stock issued pursuant to the 2021 Notes.

 

The Company implemented a reverse stock split (the “Split”) on February 2, 2022 at the ratio of 5 to 1. The 2020 Notes were fully converted before the Split, and therefore no price adjustment was actually implemented at the conversion, although the price information provided above about the 2020 Notes was post-split price. The conversion price of the 2021 Notes and the exercise price of the 2020 Warrants and the 2021 Warrants were adjusted to $1.30 pursuant to the Event Market Price formula upon conversion or exercise. With exception of a cashless exercise of 650,000 warrants by one Institutional Investor on June 18, 2021, through which the Company delivered 162,500 shares of Common Stock to such Institutional Investor, there has been no conversion of the 2021 Notes or exercise of the 2020 Warrants or the 2021 Warrants as of the date of this report.

 

On February 1, 2022, the Company entered into an Amendment and Settlement Agreement to amend the Stock Purchase Agreement relating to the acquisition of the Zhongshan hospital. The amendment reduced post-closing performance targets and payments and settled certain payments as a result of such amendment. Pursuant to the amendment, the purchase price was retroactively reduced by 50% from RMB 120,000,000 (currently approximately $18,864,957) to RMB 60,000,000 (currently approximately $9,432,479), the closing cash payment was retroactively reduced from RMB 40,000,000 to nil and the deferred closing stock payment was retroactively reduced from 400,000 shares of our Common Stock to 200,000 shares of Common Stock. The 2021 revenue target was also reduced by 50% from RMB 30,000,000 to RMB 15,000,000, the 2021 profit target was reduced from RMB 5,000,000 to RMB 2,500,000, the 2022 revenue target was reduced from RMB 33,000,000 to RMB 16,500,000 and the 2022 profit target was reduced from RMB 5,500,000 to RMB 2,750,000.As a result of the amendments, the parties agreed that immediately after the signing of the amendment, the seller of Zhongshan hospital will execute and deliver all documents as requested by us in order to cause the return of 200,000 shares of our Common Stock and that prior to December 31, 2022, the seller will return RMB 40,000,000 to us in cash.

 

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The following is a summary of cash provided by or used in each of the indicated types of activities during the three months ended March 31, 2022 and 2021, respectively.

 

   For the
three months ended
March 31,
 
   2022   2021 
Net cash used in operating activities  $(2,150,706)  $(1,729,711)
Net cash provided by investing activities   -    39,105 
Net cash provided by (used in) financing activities   (578,498)   4,392,017 
Exchange rate effect on cash   (462,431)   (1,295)
Net cash inflow/(outflow)  $(3,191,635)  $2,700,116 

 

Operating Activities

 

We used $2,150,706 in our operations during the three months ended March 31, 2022, as compared to $1,729,711 used in operating activities for the three months ended March 31, 2021.

 

Net loss from our operation (before non-cash adjustments) was $1.44 million for the three months ended March 31, 2022, a decrease of $1.86 million, compared to the net loss of $3.29 million incurred in the same period in 2021. The decrease of net loss is attributable to: (1) the decrease in fees paid for our external professional services as a result of decreased auditing and legal services of approximately $0.585 million; and (2) decrease of amortization of discount on the convertible notes of $1.05 million;

 

Investing Activities

 

Cash provided by investing activities was Nil for the three months ended March 31, 2022, as compared to $39,105 for the same period ended March 31, 2021. Cash provided by investing activities for the three months ended March 31, 2021 was from the acquisition of the Guoyitang and Zhongshan, which offset the purchase of $75,205 of fixed assets.

 

Financing Activities

 

Cash used in our financing activities was $578,498 for the three months ended March 31, 2022, as compared to $4,392,017 provided by financing activities for the three months ended March 31, 2021. For the three months ended March 31, 2022, we repaid $199,393 OF bank loans and $379,105 OF related party loans. During the three months ended March 31, 2021, we received $4,065,500 by the issuance of convertible promissory notes, net proceeds of $162,950 from bank loans and $164,067 from related party loans.

 

Contractual Obligations

 

As of March 31, 2022, we had a $4,800,000 contractual obligation, which is the maximum amount of the cash consideration for the Zhuoda Acquisition, which is subject to post-closing adjustments pursuant to the Zhuoda SPA.

 

Inflation and Seasonality

 

We do not believe that our operating results have been materially affected by inflation during the preceding two years. There can be no assurance, however, that our operating results will not be affected by inflation in the future. At present we are able to increase our product sale prices due to the rising prices charged by our suppliers. At present we are able to increase our product sale prices to offset the rising prices charged by our suppliers.

 

OFF-BALANCE SHEET ARRANGEMENTS

 

We do not have any material off-balance sheet arrangements.

 

46

 

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk

 

Pursuant to Item 305(e) of Regulation S-K (§ 229.305(e)), the Company is not required to provide the information required by this Item as it is a “smaller reporting company,” as defined by Rule 229.10(f)(1).

 

Item 4. Controls and Procedures

 

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

 

We conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (Exchange Act), under the supervision of and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer. Based on that evaluation and the identification of a material weakness in internal control over financial reporting described below, our management, including the Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures, as of March 31, 2020, and during the period prior were not effective.

 

Internal control over financial reporting is defined in Rule 13a-15(f) under the Exchange Act as a process designed by, or under the supervision of, the company’s principal executive officer and principal financial officer and effected by the Company’s Board of Directors, management and other personnel, 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 and includes those policies and procedures that:

 

Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

 

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with management authorization; and

 

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

Due to the Company’s limited resources, the Company does not have accounting personnel with extensive experience in maintaining books and records and preparing financial statements in accordance with US GAAP which could lead to untimely identification and resolution of accounting matters inherent in the Company’s financial transactions in accordance with US GAAP.

 

Management’s Remediation plan

 

While management believes that the financial statements we previously filed in our SEC reports have been properly recorded and disclosed in accordance with US GAAP, based on the control deficiencies identified above, management is currently seeking to engage an outside consultant with considerable public company reporting experience and breadth of knowledge of US GAAP to provide additional training to its accounting personnel in connection with the preparation and review of our financial statements.

 

Changes in Internal Control over Financial Reporting

 

Subject to the foregoing disclosure, there were no changes in our internal control over financial reporting during the three months ended March 31, 2022 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

47

 

 

PART II ---- OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

 

Item 1A. Risk Factors

 

As of the date of this filing, there have been no material changes from the risk factors disclosed in Part I, Item 1A (Risk Factors) contained in our Annual Report on Form 10-K for the year ended December 31, 2021.

 

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

 

On January 7, 2022, the Company issued 600,000 shares of Common Stock as the initial consideration for the acquisition of Mali Hospital.

 

On January 24, 2022, the Company issued 1,000,000 shares of Common Stock as the salary for Mr. Tiewei Song.

 

On January 27, 2022, the Company entered into an employment agreement with Mr. Xiaoping Wang for a term of one (1) year, effective January 1, 2022. Under the agreement, Mr. Wang’s compensation will consist of an annual salary of $500,000 in cash and stock compensation of 500,000 shares of the Company’s Common Stock. The Company issued 500,000 shares of our Common Stock to Mr. Wang on February 1,2022.

 

On February 1, 2022, the Company issued 50,000 shares of Common Stock to Kingmoon & Kingyang (Jiulongpo) Law Firm as payment for services under a legal consulting agreement dated January 1, 2022.

 

Item 3. Defaults upon Senior Securities.

 

None.

 

Item 4. Mine Safety Disclosures

 

Not applicable.

 

Item 5. Other Information.

 

None.

 

48

 

 

Item 6. Exhibits.

 

The list of Exhibits required by Item 601 of Regulation S-K to be filed as a part of this Form 10-Q are set forth on the Exhibit Index immediately preceding such Exhibits and is incorporated herein by this reference.

 

Exhibit
Number
  Description   Incorporated by
Reference to
31.1   Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer    
         
31.2   Rule 13(a)-14(a)/15(d)-14(a) Certification of principal financial officer    
         
32.1   Section 1350 Certification of principal executive officer    
         
32.2   Section 1350 Certification of principal financial officer    
         
101.INS   Inline XBRL Instance Document.    
         
101.SCH   Inline XBRL Taxonomy Extension Schema Document.    
         
101.CAL   Inline XBRL Taxonomy Extension Calculation Linkbase Document.    
         
101.DEF   Inline XBRL Taxonomy Extension Definition Linkbase Document.    
         
101.LAB   Inline XBRL Taxonomy Extension Label Linkbase Document.    
         
101.PRE   Inline XBRL Taxonomy Extension Presentation Linkbase Document.    
         
104   Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).    

 

 

49

 

 

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.

 

  BIMI International Medical Inc.
  (Registrant)
   
Date: May 20, 2022 By: /s/ Tiewei Song
    Tiewei Song
    Chief Executive Officer
     
Date: May 20, 2022 By: /s/ Baiqun Zhong
    Baiqun Zhong
    Chief Financial Officer
    (Principal Financial and Accounting Officer)

 

50

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