10-Q 1 form10-q.htm
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.20549

 

FORM 10-Q

 

(Mark one)

 

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

 

For the quarterly period ended March 31, 2024

 

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

 

Commission file number 0-17284

 

AIXIN LIFE INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

 

Colorado   84-1085935

(State or other jurisdiction of
incorporation or organization)

 

(IRS Employer
Identification No.)

 

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

Chengdu City, Sichuan Province, China

(Address of principal executive offices)

 

86-313-6732526

(Issuer’s telephone number)

 

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

 

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

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes ☐ No ☒

 

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

 

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

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) ☐

 

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

 

Yes ☐ No 

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practical date: As of May 26, 2024, there were outstanding 24,999,842 shares of the registrant’s common stock.

 

 

 

 

 

 

AIXIN LIFE INTERNATIONAL, INC.

FORM 10-Q

March 31, 2024

INDEX

 

  Page
   
Special Note Regarding Forward Looking Statements 3
     
Part I – Financial Information 4
     
Item 1. Consolidated Financial Statements 4
     
  Consolidated Balance Sheets 4
     
  Consolidated Statements of Operations and Comprehensive Loss 5
     
  Consolidated Statements of Stockholders’ Deficit 6
     
  Consolidated Statements of Cash Flows 7
     
  Notes to Consolidated Financial Statements 8
     
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 25
     
Item 4. Controls and Procedures 34
     
Part II – Other Information 35
     
Item 1. Legal Proceedings 35
     
Item 1A. Risk Factors 35
     
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 35
     
Item 3. Defaults Upon Senior Securities 35
     
Item 5. Other Information 35
     
Item 6. Exhibits 36
     
  Signatures 37

 

2
 

 

SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS

 

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

 

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

 

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

 

Use of Certain Defined Terms

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

3
 

 

PART I - FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

AIXIN LIFE INTERNATIONAL, INC.

CONSOLIDATED BALANCE SHEETS

 

   March 31,   December 31, 
   2024    2023 
   (Unaudited)     
Assets          
Current assets          
Cash and cash equivalents  $305,027   $443,758 
Restricted cash   35,967    23,208 
Accounts receivable, including related parties, net   379,845    253,586 
Other receivables and prepaid expenses, including related party   187,971    170,831 
Advances to suppliers   225,294    152,563 
Inventory, net   459,416    441,098 
Due from related parties   102,437    12,400 
Total current assets   1,695,957    1,497,444 
           
Property and equipment, net   1,551,211    1,679,675 
Intangible assets, net   3,398    3,917 
Security deposit   83,168    84,508 
Operating lease right-of-use assets   2,125,320    1,576,814 
Goodwill, net   -    - 
Total assets  $5,459,054   $4,842,358 
           
Liabilities and stockholders’ equity          
Current liabilities          
Accounts payable  $487,931   $478,456 
Accounts payable - related party   -    1,776 
Unearned revenue   248,530    172,753 
Taxes payable   81,108    49,249 
Accrued liabilities and other payables   2,249,432    2,163,066 
Government grant   907,843    923,238 
Loan from third parties   83,099    84,508 
Operating lease liabilities   208,842    864,519 
Due to related parties   1,679,188    1,226,885 
Total current liabilities   5,945,973    5,964,450 
Operating lease liabilities - non-current   1,901,857    789,489 
Total liabilities   7,847,830    6,753,939 
           
Stockholders’ deficit          
Undesignated preferred stock, $0.001 par value, 20,000,000 shares authorized, none issued and outstanding   -    - 
Common stock, par value $0.00001 per share, 500,000,000 shares authorized; 24,999,834 shares issued and outstanding as of March 31, 2024 and December 31, 2023   250    250 
Additional paid in capital   15,068,308    14,975,423 
Statutory reserve   151,988    151,988 
Accumulated deficit   (17,823,992)   (17,220,392)
Accumulated other comprehensive income   214,670    181,150 
Total stockholders’ deficit   (2,388,776)   (1,911,581)
           
Total liabilities and stockholders’ deficit  $5,459,054   $4,842,358 

 

4
 

 

AIXIN LIFE INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(UNAUDITED)

 

   2024   2023 
   Three Months Ended March 31, 
   2024   2023 
         
Sales revenue:          
Products  $697,094   $422,296 
Room revenues   32,782    177,259 
Food and beverage revenues   109,716    133,738 
Others   11,967    21,420 
Total revenue, net   851,559    754,713 
           
Operating costs and expenses          
Cost of goods sold   327,811    175,488 
Hotel operating costs   461,079    477,794 
Selling   222,233    191,273 
General and administrative   360,770    413,059 
Provision for (reversal of) bad debts   8,027    (43,816)
Stock-based compensation   92,885    92,885 
Total operating costs and expenses   1,472,805    1,306,683 
           
Loss from operations   (621,246)   (551,970)
           
Non-operating income (expenses)          
Interest income   114    289 
Other income   18,802    24,861 
Other expenses   (1,270)   (2,507)
Total non-operating income, net   17,646    22,643 
           
Loss before income tax   (603,600)   (529,327)
           
Income tax expense   -    457 
           
Net loss   (603,600)   (529,784)
           
Other comprehensive items          
Foreign currency translation gain   33,520    24,542 
           
Comprehensive loss  $(570,080)  $(505,242)
           
Loss per share - basic and diluted  $(0.024)  $(0.021)
           
Weighted average shares outstanding - basic and diluted   24,999,834    24,999,842 

 

5
 

 

AIXIN LIFE INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

(UNAUDITED)

 

   Shares   Amount   capital   reserves   deficit   income   Total 
   Common Stock  

Additional

paid in

   Statutory   Accumulated  

Accumulated other

comprehensive

     
   Shares   Amount   capital   reserves   deficit   income   Total 
                             
Balance at December 31, 2023   24,999,834   $250   $14,975,423   $151,988   $(17,220,392)  $181,150   $(1,911,581)
Stock-based compensation   -    -    92,885    -    -    -    92,885 
Net loss   -    -    -    -    (603,600)   -    (603,600)
Foreign currency translation gain   -    -    -    -    -    33,520    33,520 
Balance at March 31, 2024   24,999,834   $250   $15,068,308   $151,988   $(17,823,992)  $214,670   $(2,388,776)
                                    
Balance at December 31, 2022   24,999,842   $250   $14,458,583   $151,988   $(15,249,858)  $172,849   $(466,188)
Stock-based compensation   -    -    92,885    -    -    -    92,885 
Disposal of subsidiary   -    -    -    -    120,160    -    120,160 
Net loss   -    -    -    -    (529,784)   -    (529,784)
Foreign currency translation gain   -    -    -    -    -    24,542    24,542 
Balance at March 31, 2023   24,999,842   $250   $14,551,468   $151,988   $(15,659,482)  $197,391   $(758,385)

 

6
 

 

AIXIN LIFE INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

 

   2024   2023 
   Three Months Ended March 31, 
   2024   2023 
         
CASH FLOWS FROM OPERATING ACTIVITIES:          
Net loss  $(603,600)  $(529,784)
Adjustments required to reconcile net loss to net cash used in operating activities:          
Depreciation and amortization   106,299    104,561 
Provision for (reversal of) bad debts   8,027    (43,816)
Provision for inventory reserve   9,405    18,502 
Operating lease expense   233,070    210,334 
Stock-based compensation   92,885    92,885 
Deferred tax   -    457 
Changes in assets and liabilities:          
Accounts receivable   (38,491)   176,944 
Accounts receivable - related party   (100,603)   - 
Other receivables and prepaid expenses   (20,080)   (50,416)
Advances to suppliers   (39,498)   49,587 
Inventory   (35,192)   (200,787)
Security deposit   (70)   - 
Accounts payable   17,528    42,332 
Accounts payable - related party   (1,754)   (167,209)
Unearned revenue   78,999    192,689 
Taxes payable   32,823    (59,279)
Payment of lease liabilities   (325,498)   (186,473)
Accrued liabilities and other payables   124,299    (123,208)
Net cash used in operating activities   (461,451)   (472,681)
           
CASH FLOWS FROM INVESTING ACTIVITIES:          
Cash disposed at disposal of subsidiary   -    (3,435)
Purchase of property and equipment   (41,053)   (1,746)
Net cash used in investing activities   (41,053)   (5,181)
           
CASH FLOWS FROM FINANCING ACTIVITIES:          
Change in advance from related parties   383,802    437,560 
Net cash provided by financing activities   383,802    437,560 
           
EFFECT OF EXCHANGE RATE CHANGE ON CASH AND CASH EQUIVALENTS AND RESTRICTED CASH   (7,270)   2,836 
           
NET DECREASE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH   (125,972)   (37,466)
           
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF PERIOD   466,966    619,900 
           
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD  $340,994   $582,434 
           
Supplemental Cash flow data:          
Income tax paid  $-   $- 
Interest paid  $-   $- 

 

7
 

 

AIXIN LIFE INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

 

1. ORGANIZATION AND DESCRIPTION OF BUSINESS

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

8
 

 

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

 

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

 

On February 17, 2023, the Company effected a 1 for 2 reverse stock split. As a result of the reverse split, every two shares of the Company’s issued and outstanding common stock will be automatically combined and converted into one issued and outstanding share of common stock, par value $0.00001 per share. The Company has approximately 24,999,834 shares of outstanding common stock after the effect of reverse stock split and the elimination of fractional shares. All share and earnings per share information has been retroactively adjusted to reflect the reverse stock split.

 

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation and Consolidation

 

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

 

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, AiXin HK, AiXinZhonghong, Aixin Shangyan Hotel, Aixintang Pharmacies, and Runcangsheng. Intercompany transactions and accounts were eliminated in consolidation. These unaudited interim financial statements should be read in conjunction with the annual consolidated financial statements and the accompanying notes contained in our Annual Report on Form 10-K for the year ended December 31, 2023.

 

Unaudited Interim Financial Information

 

These unaudited interim financial statements have been prepared in accordance with GAAP for interim financial reporting and the rules and regulations of the Securities and Exchange Commission that permit reduced disclosure for interim periods. Therefore, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. In the opinion of management, all adjustments of a normal recurring nature necessary for a fair presentation of the financial position, results of operations and cash flows for the periods presented have been made. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for the year ending December 31, 2024.

 

Going Concern

 

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

 

The Company has suffered net losses of $603,600 and $529,784 for the three months ended March 31, 2024 and 2023, respectively, and used net cash in operating activities of $461,451 and $472,681 for the three months ended March 31, 2024 and 2023, respectively, and has an accumulated deficit of $17,823,992 as of March 31, 2024. These facts and conditions raise substantial doubt about the Company’s ability to continue as a going concern. From January 1, 2024 through March 31, 2024, the Company’s cash and cash equivalents decreased from $443,758 to $305,027 mainly due to operating losses, and the use of cash to support operating activities.

 

9
 

 

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

 

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

 

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

 

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

 

Global Uncertainties

 

The Company’s liquidity may be adversely impacted by various risks and uncertainties, including, but not limited to future and current impacts of global events such as a widespread health crisis, the continuation of the war in the Ukraine or the conflict in Palestine, the outbreak of another conflict or the expansion of the conflict in Palestine to other countries, the ongoing tensions between the United States and China, the Russian Federation and certain countries in the Middle East, increases in inflation, and other risks detailed in the Company’s Annual Report on Form 10-K or other reports filed with the Securities and Exchange Commission.

 

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

 

Use of Estimates

 

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

 

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

 

Cash and Cash Equivalents

 

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

 

Restricted Cash

 

The restricted cash was cash maintained in temporarily frozen bank accounts held by Aixintang Pharmacy and its branches by the court for a judgement against Aixintang Pharmacy (see Note 17 – litigation).

 

10
 

 

Accounts Receivable

 

The Company’s policy is to maintain an allowance for potential credit losses on accounts receivable. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy of these reserves. As of March 31, 2024 and December 31, 2023, the bad debt allowance was $87,287 and $80,640 respectively.

 

The following table summarizes the activity related to the Company’s accounts receivable allowance for doubtful accounts for the three months ended March 31, 2024 and 2023:

 

   2024   2023 
   For the three months ended March 31, 
   2024   2023 
         
Beginning balance  $80,640   $272,550 
Provision for bad debts   8,027    -
Recoveries/Write offs   -    (43,816)
Effect of translation   (1,380)   1,342 
Ending balance  $87,287   $230,076 

 

Inventories

 

Inventories mainly consists of health supplements, drugs, pharmaceutical and nutritional products, food and beverage, hotel supplies and consumables. Inventories are valued at the lower of average cost or market, cost being determined on a moving weighted average method at the end of the month. Management compares the cost of inventories with the net realizable value and an allowance is made for writing down inventories to market value, if lower. The Company recorded provision for inventory reserve of $9,405 and $18,502 for the three months ended March 31, 2024 and 2023, respectively.

 

Property and Equipment

 

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

 

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

 

Impairment of Long-Lived Assets

 

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

 

Recoverability of long-lived assets to be held and used is measured by comparing the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by it. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds its fair value. Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable. Based on its review, the Company believes that, as of March 31, 2024 and December 31, 2023, there were no significant impairments of its long-lived assets.

 

11
 

 

Goodwill

 

The Company evaluates goodwill for impairment annually or more frequently when an event occurs or circumstances change that indicate the carrying value may not be recoverable. In testing goodwill for impairment, the Company may elect to utilize a qualitative assessment to evaluate whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the qualitative assessment indicates that goodwill impairment is more likely than not, the Company performs a two-step impairment test. The Company tests goodwill for impairment under the two-step impairment test by first comparing the book value of net assets to the fair value of the reporting units. If the fair value is determined to be less than the book value or qualitative factors indicate that it is more likely than not that goodwill is impaired, a second step is performed to compute the amount of impairment as the difference between the estimated fair value of goodwill and the carrying value. The Company estimates the fair value of the reporting units using discounted cash flows. Forecasts of future cash flows are based on our best estimate of future net sales and operating expenses, based primarily on expected category expansion, pricing, market segment share, and general economic conditions. The Company recorded goodwill in the amount of $0 as of March 31, 2024 and December 31, 2023.

 

Income Taxes

 

Income taxes are accounted for using an asset and liability method. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates, applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

 

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

 

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

 

At March 31, 2024 and December 31, 2023, the Company did not take any uncertain positions that would necessitate recording a tax related liability.

 

12
 

 

Revenue Recognition

 

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

 

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

 

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

 

Products

 

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

 

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

 

Hotel

 

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

 

Pharmacies

 

The Company’s retail drugstores (Aixintang Pharmacies) recognize revenue at the time the customer takes possession of the merchandise. For pharmacy sales, each prescription claim is its own arrangement with the customer and is a performance obligation. Aixintang Pharmacies generally receives payments from customers as it satisfies its performance obligations. The Company records a receivable when it has an unconditional right to receive payment and only the passage of time is required before payment is due. Sales revenue represents the invoiced value of goods, net of VAT. Aixintang Pharmacies’ products sold in China are subject to the PRC VAT of 0%-13% as certain pharmacies qualify as small businesses.

 

Manufacture and Sale

 

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

 

13
 

 

Unearned Revenue

 

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

 

Concentration of Credit Risk

 

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

 

The Company has cash on hand and demand deposits in accounts maintained with state-owned banks within the PRC. Cash in state-owned banks is covered by insurance up to RMB 500,000 ($72,500) per bank. As of March 31, 2024 and December 31, 2023, the Company has uninsured deposits in banks of $133,279 and $289,059 held in the PRC.

 

The Company has not experienced any losses in such accounts and believes they are not exposed to any risks on its cash in these bank accounts.

 

During the three months ended March 31, 2024 and 2023, the Company had no customer that accounted for over 10% of its total revenue.

 

During the three months ended March 31, 2024, the Company had one major supplier that accounted for over 10% of its total purchases.

 

Supplier  Net purchases for the
three months ended
March 31, 2024
   % of total purchase 
A  $44,920    12%

 

During the three months ended March 31, 2023, the Company had two major suppliers that accounted for over 10% of its total purchases.

 

Supplier  Net purchases for the
three months ended
March 31, 2023
   % of total purchase 
B  $68,717    17%
C   61,737    15%

 

Leases

 

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

 

14
 

 

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

 

ROU assets are tested for impairment individually or as part of an asset group if the cash flows related to the ROU asset are not independent from the cash flows of other assets and liabilities. An asset group is the unit of accounting for long-lived assets to be held and used, which represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. The Company recognized no impairment of ROU assets as of March 31, 2024 and December 31, 2023. Operating leases are included in operating lease ROU and operating lease liabilities (current and non-current), on the consolidated balance sheets.

 

Statement of Cash Flows

 

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

 

Fair Value of Financial Instruments

 

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

 

Fair Value Measurements and Disclosures

 

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

 

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

 

As of March 31, 2024 and December 31, 2023, the Company did not identify any assets and liabilities that are required to be presented on the balance sheet at fair value.

 

Foreign Currency Translation and Comprehensive Income (Loss)

 

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

 

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

 

The Company uses FASB ASC Topic 220, “Comprehensive Income”. Comprehensive loss is comprised of net loss and all changes to the statements of stockholders’ equity, except those due to investments by stockholders, changes in paid-in capital and distributions to stockholders. Comprehensive income (loss) for the three months ended March 31, 2024 and 2023 consisted of net income (loss) and foreign currency translation adjustments.

 

15
 

 

Earnings per Share

 

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

 

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

 

As of March 31, 2024 and December 31, 2023, the Company did not have any potentially dilutive instruments.

 

Stock-Based Compensation

 

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

 

Segment Reporting

 

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

 

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

 

16
 

 

The following table shows the Company’s operations by business segment for the three months ended March 31, 2024 and 2023.

 

   2024   2023 
   For the Three Months Ended March 31, 
   2024   2023 
Net revenue          
Products  $165,749   $163,260 
Pharmacies   241,118    223,516 
Hotel   154,465    332,417 
Manufacture and sale   290,227    35,520 
Total revenues, net  $851,559   $754,713 
           
Operating costs and expenses          
Products          
Cost of goods sold  $19,708   $34,734 
Operating expenses   372,056    367,789 
Pharmacies          
Cost of goods sold   80,174    138,633 
Operating expenses   110,870    188,996 
Hotel          
Hotel operating costs   461,079    477,794 
Operating expenses   71,877    (8,885)
Manufacture and sale          
Cost of goods sold   227,929    2,121 
Operating expenses   129,112    105,501 
Total operating costs and expenses  $1,472,805   $1,306,683 
           
Loss from operations          
Products  $(226,015)  $(239,263)
Pharmacies   50,074    (104,113)
Hotel   (378,491)   (136,492)
Manufacture and sale   (66,814)   (72,102)
Loss from operations  $(621,246)  $(551,970)

 

Segment assets  As of
March 31, 2024
   As of
December 31, 2023
 
Products  $268,081   $270,932 
Pharmacies   544,702    425,546 
Hotel   2,270,083    1,654,165 
Manufacture and sale   2,376,188    2,491,715 
Total assets  $5,459,054   $4,842,358 

 

New Accounting Pronouncements

 

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). The amendments in ASU 2023-07 improve reportable segment disclosure requirements through enhanced disclosures about significant segment expenses that are regularly provided to the chief operating decision maker (CODM). In addition, the amendments enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment, and contain other disclosure requirements. ASU 2023-07 will be effective for annual reporting periods beginning after December 15, 2023, and interim periods within annual reporting periods beginning after December 15, 2024. Early adoption is permitted. The adoption of ASU 2023-01 did not have a material impact on the Company’s consolidated financial statement presentation or disclosures.

 

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which requires disclosures of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. This ASU will be effective for annual reporting periods beginning after December 15, 2024. Early adoption is permitted. ASU 2023-09 will be applied on a prospective basis with the option to apply the standard retrospectively. The Company’s management does not believe that the adoption of ASU 2023-09 will have a material impact on the Company’s consolidated financial statement presentation or disclosures.

 

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

 

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3. OTHER RECEIVABLES AND PREPAID EXPENSES

 

Other receivables and prepaid expenses consisted of the following at March 31, 2024 and December 31, 2023:

 

 

   March 31, 2024   December 31, 2023 
Deposits  $40,383   $8,978 
Prepaid expenses, including related party (see Note 13)   106,413    128,378 
Employees’ social insurance   9,447    8,667 
Others   31,728    24,808 
Total  $187,971   $170,831 

 

4. ADVANCES TO SUPPLIERS

 

The Company had advances to suppliers of $225,294 and $152,563 as of March 31, 2024 and December 31, 2023, respectively. Advances to suppliers primarily include prepayments for products and equipment expected to be delivered subsequent to balance sheet dates.

 

5. INVENTORIES

 

Inventories consisted of the following at March 31, 2024 and December 31, 2023:

 

 

   March 31, 2024   December 31, 2023 
Raw material  $110,218   $114,005 
Finished goods-health supplements   2,875    - 
Drugs, pharmaceutical and nutritional products   358,387    324,588 
Food and beverage, hotel supplies and consumables   75,439    81,969 
Total  $546,919   $520,562 
Less: reserve for inventory   87,503    79,464 
Total inventories, net  $459,416   $441,098 

 

6. PROPERTY AND EQUIPMENT, NET

 

Property and equipment consisted of the following at March 31, 2024 and December 31, 2023:

 

   March 31, 2024   December 31, 2023 
Vehicles  $443,854   $451,381 
Office furniture   80,434    80,612 
Electronic equipment   25,493    25,899 
Machinery   1,292,976    1,314,902 
Leasehold improvements   1,110,548    1,125,581 
Other   11,796    11,997 
Total   2,965,101    3,010,372 
Less: Accumulated depreciation   (1,413,890)   (1,330,697)
Property and equipment, net  $1,551,211   $1,679,675 

 

Depreciation expense for the three months ended March 31, 2024 and 2023 was $105,842 and $104,400, respectively.

 

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7. INTANGIBLE ASSET, NET

 

Intangible asset consisted of the following at March 31, 2024 and December 31, 2023:

 

   March 31, 2024   December 31, 2023 
Software  $12,309   $12,516 
Less: Accumulated amortization   (8,911)   (8,599)
Intangible asset, net  $3,398   $3,917 

 

Amortization expense for the three months ended March 31, 2024 and 2023 was $457 and $161, respectively.

 

8. TAXES PAYABLE

 

Taxes payable consisted of the following at March 31, 2024 and December 31, 2023:

 

   March 31, 2024   December 31, 2023 
Value-added  $37,746   $6,439 
Income   29,498    29,998 
City construction   2,520    1,423 
Education   1,828    1,024 
Other   9,516    10,365 
Taxes payable  $81,108   $49,249 

 

9. ACCRUED LIABILITIES AND OTHER PAYABLES

 

Accrued liabilities and other payables consisted of the following at March 31, 2024 and December 31, 2023:

 

   March 31, 2024   December 31, 2023 
Accrued employees’ social insurance  $214,820   $231,983 
Accrued payroll and commission   434,773    308,768 
Accrued rent expense   3,980    - 
Construction payable   1,200,585    1,229,775 
Payable for equipment purchase   22,718    30,307 
Accrued professional fees   298,570    250,505 
Deposit   10,802    10,986 
Other payables   63,184    100,742 
Total  $2,249,432   $2,163,066 

 

10. GOVERNMENT GRANT

 

On December 1, 2021, The Company and Luquan Yizu Miaozu Autonomous County People’s Government (“the People’s Government”) entered a cooperation agreement with a term of 10 years. According to the agreement, the People’s Government will contribute RMB 8,000,000 ($1,194,400) as a one-time payment to the Company for deep processing of Chinese herbs. The Company can retain the contributed amount at the end of the cooperation term if it passes the performance assessment by People’s Government; otherwise, it will return the full proceeds received plus a 20% penalty. As of March 31, 2024 and December 31, 2023, the Company received $907,843 and $923,238 from the People’s Government, the Company plans to return the funds to the People’s Government as it is not the full amount the Peoples’ Government promised to contribute.

 

11. LOAN FROM THIRD PARTIES

 

As of March 31, 2024 and December 31, 2023, the Company had advances from unrelated third parties of Aixin Shangyan Hotel in an aggregate amount $83,099 and $84,508, respectively. There was no written agreement, and these loans are payable on demand and bear no interest.

 

12. LEASE

 

AiXinZhonghong leases its office. The lease has a remaining lease term of approximately 4.16 years.

 

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Aixin Shangyan Hotel leases its hotel premises under an operating lease arrangement. The leases have remaining lease terms of approximately 1 to 10 years.

 

Aixintang Pharmacies lease retail pharmacy stores under operating lease arrangements, with remaining lease terms of 0.71 to 2.42 years.

 

Runcangsheng leases its office under an operating lease arrangement. The lease was expired as of December 31, 2023. In January 2024, the lease was renewed with an expiration date of December 31, 2024.

 

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

 

   March 31, 2024   December 31, 2023 
Operating Leases          
Operating lease right-of-use assets  $2,125,320   $1,576,814 
           
Operating lease liabilities – current  $208,842   $864,519 
Operating lease liability – non-current   1,901,857    789,489 
Total operating lease liabilities  $2,110,699   $1,654,008 

 

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

 

   2024   2023 
   Three Months Ended March 31, 
   2024   2023 
Operating lease expenses  $233,070   $210,334 

 

Other information related to leases is presented below:

 

   Three Months Ended March 31, 
   2024   2023 
Cash Paid for Amounts Included In Measurement of Liabilities:        
Operating cash flows from operating leases  $325,498    186,473 
           
Weighted Average Remaining Lease Term:          
Operating leases   8.90 years    1.36 years 
           
Weighted Average Discount Rate:          
Operating leases   4.84%   4.75%

 

Maturities of lease liabilities were as follows:

 

     
For the year ending December 31:    
2024 (excluding the three months ended March 31, 2024)  $249,956 
2025   328,117 
2026   266,812 
2027   229,907 
2028   225,060 
Thereafter   1,341,088 
Total lease payments   2,640,940 
Less: imputed interest   (530,241)
Total lease liabilities   2,110,699 
Less: current portion   (208,842)
Lease liabilities – non-current portion  $1,901,857 

 

20
 

 

13. RELATED PARTY TRANSACTIONS

 

Accounts receivable – related party

 

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

SCHEDULE OF ACCOUNTS RECEIVABLE - RELATED PARTY

   March 31,
2024
   December 31, 2023 
Chengdu WenJiang Aixin Nanjiang Pharmacy Co., Ltd.  $2,410   $2,451 
Chengdu Lisheng Huiren Tang Pharmacy Co., Ltd.   101,796    4,309 
Chengdu Fuxiang Tang Pharmacy Co., Ltd.   1,994    2,028 
Chengdu Wenjiang district Heneng hupu Pharmacy Co., Ltd   1,994    2,028 
Sichuan Aixintang Xinfu Pharmacy Chain Co., Ltd   19,667    - 
Xiaoyan Zhou   15,332    32,493 
Chengdu Aixin International Travel Service Co., Ltd   41,519    43,083 
Total  $184,712   $86,392 

 

The related party entities listed above are controlled by Mr. Quanzhong Lin (the Chairman, President and major shareholder of Aixin Life). Xiaoyan Zhou is the wife of Huiliang Jiao, the Company’s Director.

 

Sales revenue – related party

 

Sales revenue – related party consisted of the following for the periods indicated:

           
   Three Months Ended March 31, 
   2024   2023 
Sichuan Aixintang Xinfu Pharmacy Chain Co., Ltd  $19,943   $- 
Chengdu Aixin International Travel Service Co., Ltd   6,443    24,055 
Total  $26,386   $24,055 

 

Prepaid expense – related party

 

Prepaid expense – related party consisted of the following as of the periods indicated:

 

   March 31, 2024   December 31, 2023 
Chengdu Aixin International Travel Service Co., Ltd  $90,731   $120,483 

 

Chengdu Aixin International Travel Service Co., Ltd is owned by the Company’s CEO.

 

Accounts payable – related party

 

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

 

   March 31, 2024   December 31, 2023 
Sichuan Aixintang Xinfu Pharmacy Chain Co., Ltd.  $-   $1,776 

 

Sichuan Aixintang Xinfu Pharmacy Chain Co., Ltd. is an entity controlled by Quanzhong Lin, CEO of the Company.

 

Due from related parties

 

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

   March 31, 2024   December 31, 2023 
Chengdu WenJiang Aixin Nanjiang Pharmacy Co., Ltd.  $554   $563 
Chengdu Fuxiang Tang Pharmacy Co., Ltd.   83    85 
Chengdu Zhiweibing Pharmacy Co., Ltd.   1,709    1,738 
Chengdu Wenjiang district Heneng hupu Pharmacy Co., Ltd   692    704 
Sichuan Aixin Investment Co. Ltd   9,155    9,310 
Sichuan Yunxi Tang Pharmacy Co., Ltd   83    - 
Chengdu Hesheng Yuan Pharmacy Co., Led   130    - 
Huiliang Jiao   49,545    - 
Chengdu Lisheng Huiren Tang Pharmacy Co., Ltd.   40,486    - 
Total  $102,437   $12,400 

 

21
 

 

Due to related parties

 

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

 

   March 31, 2024   December 31, 2023 
Quanzhong Lin  $1,534,932   $1,051,429 
Yirong Shen   85,869    87,325 
Huiliang Jiao   -    82,152 
Tianfeng Li   -    780 
Mianyang Aixin Cunshan Pharmacy Co. Ltd   110    112 
Sichuan Aixintang Xinfu Pharmacy Chain Co., Ltd   53,275    - 
Chengdu Aixin International travel service Co, Ltd   5,002    5,087 
Total  $1,679,188   $1,226,885 

 

The amounts due from related parties and due to related parties described above were for working capital purposes, payable on demand, and bear no interest. All the related party entities listed above are controlled by Mr. Quanzhong Lin (the Chairman, President and major shareholder of Aixin Life). Yirong Shen was a major shareholder of Aixin Shangyan Hotel prior to the closing of Hotel Purchase Agreement, and she serves as the supervisor of Aixin Shangyan Hotel. Mr. Huiliang Jiao is a Director of the Company. Tianfeng Li is the CFO of Aixin Life.

 

Office leases

 

In May 2014, the Company entered a lease with its major shareholder for an office. The lease term was for three years expiring in May 2017 with an option to renew. The monthly rent was RMB 5,000 ($704). The Company was required to prepay each year’s annual rent at 15th of May of each year. The Company renewed the lease until May 28, 2028 with monthly rent of RMB 5,000 ($704), payable quarterly. The future annual minimum lease payments at March 31, 2024 are $6,260, $8,346, $8,346, $8,346, and $3,478 for each of the years ended December 31, 2024, 2025, 2026, 2027, and 2028, respectively.

 

Runcangsheng has an office lease with Xiaoyan Zhou, wife of Huiliang Jiao, the Company’s Director, from March 2020 to February 2023 with a monthly rent of RMB 3,000 ($414). Runcangsheng renewed the lease until February 28, 2026 with monthly rent of RMB 5,000 ($690). In July 2023, Xiaoyan Zhou entered into an agreement with Runcangsheng to increase the monthly rent for 2022 by RMB 2,000 and to change the lease expiration date to December 31, 2023. The lease will be converted to an annual contract starting from January 1, 2024.

 

14. INCOME TAXES

 

The Company was incorporated in the United States of America (“USA”) and has operations in one tax jurisdiction, i.e. the PRC. The Company generated substantially all of its sales from its operations in the PRC for the three months ended March 31, 2024 and 2023, and recorded income tax provision for the periods.

 

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

 

Uncertain Tax Positions

 

Interest associated with unrecognized tax benefits are classified as income tax, and penalties are classified in selling, general and administrative expenses in the statements of operations. For the three months ended March 31, 2024 and 2023, the Company had no unrecognized tax benefits and related interest and penalties expenses. Currently, the Company is not subject to examination by major tax jurisdictions.

 

22
 

 

15. STOCKHOLDERS’ EQUITY

 

The Company is authorized to issue 20,000,000 shares of blank check preferred stock at $0.001 par value and 500,000,000 shares of common stock at $.00001 par value per share.

 

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

 

As a result of the reverse split, every two shares of the Company’s issued and outstanding common stock were automatically combined and converted into one issued and outstanding share of common stock. The Company has approximately 24,999,834 shares of outstanding common stock after giving effect to the reverse stock split and the elimination of fractional shares.

 

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

 

As of March 31, 2024 and December 31, 2023, the Company had 24,999,834 common shares issued and outstanding, after reverse stock split adjustment.

 

Stock Awards Issued for Services

 

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

 

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

 

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

 

For the three months ended March 31, 2024 and 2023, stock-based compensation expenses were $92,885 and $92,885, respectively. As of March 31, 2024, unrecognized compensation expenses related to these stock awards are $208,242. These expenses are expected to be recognized over 0.56 years.

 

Capital Contribution

 

During the year ended December 31, 2023, the Company received capital contributions in the aggregate amount of $145,300 from Yunnan Shengshengyuan and Yun Chen, the former shareholders of Runcangsheng (see Note 1), who remained as related parties of the Company after the completion of acquisition of Runcangsheng.

 

16. STATUTORY RESERVES

 

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

 

23
 

 

Surplus reserve fund

 

The Company is required to transfer 10% of its net income, as determined under PRC accounting rules and regulations, to a statutory surplus reserve fund until such reserve balance reaches 50% of the Company’s registered capital. During the three months ended March 31, 2024 and 2023, the Company made $0 and $0 contribution to statutory reserve fund.

 

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

 

Common welfare fund

 

Common welfare fund is a voluntary fund to which the Company can elect to transfer 5% to 10% of its net income, as determined under PRC accounting rules and regulations. The Company did not make any contribution to this fund during the three months ended March 31, 2024 and 2023.

 

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

 

17. OPERATING CONTINGENCIES

 

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

 

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

 

Litigation

 

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

 

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

 

In February 2021, the judge in the Jiangsu Suzhou Intermediate People’s Court denied the Defendant’s motion and upheld the judgment from the first trial. In March 2021, Aixintang Pharmacy filed another motion of re-trial to the Jiangsu High People’s Court on the basis that the Purchase Agreement was forged, the motion was accepted by Jiangsu High People’s Court in July 2021. In September 2022, the Court rejected the Defendant’s motion and upheld the judgment rendered in the second trial.

 

In April 2021, Jian Yiao applied for the first execution of the judgement; a total of $97,748 (RMB 694,000) was received. On June 13, 2023, Jian Yiao applied to execute for the balance. The total amount executed this time was $110,818 (RMB 786,800), and the remaining amount including overdue interest of $139,692 (RMB 991,800) was not executed. To date, the amount that was frozen from this case was $44,292 (RMB 319,805), the total amount executed was $212,412 (RMB 1.51 million), and the bank accounts of Chengdu Aixin Tang Haichuan Pharmacy Co., Ltd and its three branches were still frozen as of this report date.

 

In November 2021, the Company and Mr. Quanzhong Lin agreed that Mr. Lin shall assume any losses arising from this legal proceeding. As such, the Company did not accrue contingent losses from this legal proceeding as of March 31, 2024.

 

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

 

18. SUBSEQUENT EVENT

 

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

 

24
 

 

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

 

The following discussion of our financial condition and results of operations should be read in conjunction with the unaudited financial statements and the notes to those statements included elsewhere in this Form 10-Q and with the audited financial statements and the notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Form 10-K”). This discussion contains forward-looking statements that involve risks and uncertainties. You should specifically consider the various risk factors identified in our 2023 Form 10-K, that could cause actual results to differ materially from those anticipated in these forward-looking statements.

 

Overview

 

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

 

In September 2021, we completed the acquisition of nine pharmacies located in Chengdu by acquiring the entities which owned the pharmacies for an aggregate purchase price of RMB 34,635,845, or approximately US$5.31 million. We currently operate at 26 locations, including 18 locations operated pursuant to a single chain license.

 

Pursuant to an Equity Transfer Agreement (the “Transfer Agreement”), on September 30, 2022, we acquired all of the outstanding equity of Yunnan Runcangsheng Technology Co., Ltd (“Runcangsheng”) for RMB 31,557,820 (approximately USD$4.4 million), reduced by $116,802 the excess of the estimated net worth of Runcangsheng over its audited net worth as of December 31, 2021. In addition to transferring their respective equity interest in Runcangsheng, both Sellers agreed to forgive any loans due to them from Runcangsheng. Runcangsheng. was established in April 2020, and is headquartered in Luquan Yi and Miao Autonomous County, Kunming City, Yunnan Province.

 

Runcangsheng operates a 13,000 square meter production facility, which houses R&D centers, extraction facilities, preparation workshops and a warehouse. Runcangsheng has more than 30 sub brands and is focused on promoting a healthy lifestyle through the use of foods believed to promote well-being, health foods, modernized versions of traditional Chinese medical products and plant extracts. Runcangsheng cultivates many of the raw materials used in its products, compounds the materials into easy to transport and use pre-packaged foods and distributes the products at the wholesale level. As life-styles in China evolve, work pressures increase and the ingestion of meats and other western style foods increases, Runcangsheng seeks to design and market products intended to combat the increase in obesity, hypertension, insomnia and physical ailments associated with such changes. The acquisition of Runcangsheng will enable us to operate as a vertically integrated company, capable of formulating the kinds of health foods and other nutritional products and supplements suitable for our clients and marketing those products through our distribution channels.

 

In addition to our acquisitions in the health and nutritional sector, in July 2021, we completed the acquisition of Aixin Shangyan Hotel through which we owned and operated a hotel located in the Jinniu District, Chengdu City. Effective March 31, 2024, we terminated our lease for the Shangyan Hotel. In the termination agreement we and the landlord agreed to release each other from any claims and the landlord agreed to return the security deposit.

 

On February 6, 2024, we entered into a lease with respect to a hotel located in Bandzhuyuan Town, Xindu District, Chengdu City. The term of the lease commenced February 29, 2024 and expires April 15, 2034. The Lease grants us the right to occupy various areas within the hotel, covering approximately 18,000 square meters, including the first-floor lobby, external shops (subject to the rights of the current occupants), the second and third floors, portions of the fourth floor including the restaurant and tea shop, and the fifth through eighteenth floors comprised mainly of guest rooms, underground and ground parking lots, and all hotel facilities and equipment. References to hotel revenues and operating costs below are with respect to the hotel we previously occupied in the Jinniu District of Chengdu.

 

25
 

 

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

 

Our Business

 

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

 

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

 

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

 

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

 

Results of Operations

 

Three Months ended March 31, 2024 and 2023

 

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

 

   Three Months Ended March 31, 
   2024   2023 
   $  

% of

Revenue

   $  

% of

Revenue

 
Revenue  $851,559    100%  $754,713    100%
Operating costs and expenses   1,472,805    173%   1,306,683    173%
Loss from operations   (621,246)   (73)%   (551,970)   (73)%
Non-operating income, net   17,646    2%   22,643    3%
Loss before income tax   (603,600)   (71)%   (529,327)   (70)%
Income tax expense   -    -%   457    -%
Net loss  $(603,600)   (71)%  $(529,784)   (70)%

 

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The following table shows our operations by business segment for the three months ended March 31, 2024 and 2023.

 

   For the Three Months Ended March 31, 
   2024   2023 
Net revenue          
Products  $165,749   $163,260 
Pharmacies   241,118    223,516 
Hotel   154,465    332,417 
Manufacture and sale   290,227    35,520 
Total revenues, net  $851,559   $754,713 
           
Operating costs and expenses          
Products          
Cost of goods sold  $19,708   $34,734 
Operating expenses   372,056    367,789 
Pharmacies          
Cost of goods sold   80,174    138,633 
Operating expenses   110,870    188,996 
Hotel          
Hotel operating costs   461,079    477,794 
Operating expenses   71,877    (8,885)
Manufacture and sale          
Cost of goods sold   227,929    2,121 
Operating expenses   129,112    105,501 
Total operating costs and expenses  $1,472,805   $1,306,683 
           
Loss from operations          
Products  $(226,015)  $(239,263)
Pharmacies   50,074    (104,113)
Hotel   (378,491)   (136,492)
Manufacture and sale   (66,814)   (72,102)
Loss from operations  $(621,246)  $(551,970)

 

Revenue

 

Revenue was $851,559 in the three months ending March 31, 2024, compared to $754,713 in the same period of 2023, an increase of $96,846 or 13%. The increase in revenue was mainly due to increases in direct sales of our nutritional products, pharmacies’ sales, and increases in revenue from Runcangsheng, which was partly offset by a decrease in revenues from our hotel sector. For the three months ended March 31, 2024, we had $697,094 in product revenues (of which $165,749 were from direct sales, $241,118 were from sales at our pharmacies and $290,227 from sales by Runcangsheng) and hotel revenue of $154,465. For the three months ended March 31, 2023, we had $422,296 in product revenues (of which $163,260 were from direct sales, $223,516 were from sales at our pharmacies and $35,520 from sales by Runcangsheng) and hotel revenue of $332,417.

 

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Direct products sales

 

Our direct products sales revenue was $165,749 for the three months ended March 31, 2024, compared with $163,260 in the same period of 2023, representing an increase of $2,489 or 2%. Our direct products sales revenue as a percentage to total revenue was 19% for the three months ended March 31, 2024, compared to 22% for the same period of 2023.

 

Pharmacies Revenue

 

Our pharmacies revenue was $241,118 for the three months ended March 31, 2024, compared with $223,516 in the same period of 2023, representing an increase of $17,602 or 8%. Our pharmacies revenue as a percentage to total revenue was 28% for the three months ended March 31, 2024, compared to 30% for the same period of 2023. The increase in pharmacies revenue was a result of our chain stores joint promotion activities which allowed customers able to purchase the products that are not sold in their regular stores but available in our other chain stores, as well as increased demand from our members for the health supplement products.

 

Hotel Revenue

 

Our hotel revenue was $154,465 for the three months ended March 31, 2024, compared with $332,417 for the same period of 2023, representing a decrease of $177,952 or 54%. Our hotel revenue as a percentage of total revenue was 18% for the three months ended March 31, 2024, compared to 44% for the same period of 2023. The Chinese New Year occurred in the first quarter of 2024 andpersonnel associated with Zhonghong and long-term customers held meetings and celebratory events in the hotel which reduced the number of external guests, which resulted a decrease in revenue.

 

Manufacture and sales

 

Our manufacture and sales revenues were $290,227 for the three months ended March 31, 2024, compared with $35,520 for the same period of 2023, representing an increase of $254,707 or 717%. Our manufacture and sales revenue as a percentage of total revenue was 34% for the three months ended March 31, 2024, compared to 5% for the same period of 2023. The increase in manufacture and sales was mainly driven by the addition of new salespeople and increased consumer demand during the Chinese New Year.

 

Operating Costs and Expenses

 

Cost of Goods Sold

 

Cost of goods sold was $327,811 for the three months ended March 31, 2024, compared to $175,488 for the same period of 2023, an increase of $152,323 or 87%. The increase in cost of goods sold was attributable to the increase in Runcangsheng’s manufacture and sales business.

 

Direct products sales

 

The cost of goods sold for our direct products was $19,708 for the three months ended March 31, 2024, compared with $34,734 for the same period of 2023, representing a decrease of $15,026 or 43%. The cost of goods sold for our direct product sales as a percentage of sales was 12% for the three months ended March 31, 2024, compared to 21% for the same period of 2023. The decrease in cost of goods sold was primarily driven by the elimination of a commission program for our sales personnel in the first quarter of 2024.

 

Pharmacies Revenue

 

The cost of goods sold at our pharmacies was $80,174 for the three months ended March 31, 2024, compared with $138,633 for the same period of 2023, representing a decrease of $58,459 or 42%. The cost of goods sold at our pharmacies as a percentage of pharmacy product sales was 33% for the three months ended March 31, 2024, compared to 62% for the same period of 2023. The decrease in cost of goods sold was mainly due to our coordination of activities at our pharmacies, such as the implementation of bulk inventory purchasing which reduced our purchasing costs; and cost reduction measures undertaken in September 2023, including reviewing our list of vendors and replacing those vendors with higher cost products.

 

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Manufacture and sales

 

The cost of goods sold for our manufacture and sales was $227,929 for the three months ended March 31, 2024, compared with $2,121 for the same period of 2023, representing an increase of $225,808 or 10,646%. The cost of goods sold as a percentage of sales by our manufacture and sales was 79% for the three months ended March 31, 2024, compared to 6% for the same period of 2023. The primary reason for the increase in cost of goods sold was due to the significant increase of sales.

 

Hotel Operating Costs

 

Hotel operating costs were $461,079 and $477,794 for the three months ended March 31, 2024 and 2023, respectively, representing a decrease of $16,715 or 3%. For the three months ended March 31, 2024, our hotel revenue significantly decreased compared to the same period in 2023. However, due to the fixed operating costs, our overall expenses did not decrease substantially.

 

Operating Expenses

 

Operating expenses were $683,915 for the three months ended March 31, 2024, compared to $653,401 for the same period of 2023, an increase of $30,514 or 5%. The increase in operating expenses was mainly due to the increase in operating expenses reported from the hotel and Runcangsheng sectors, which was partly offset by decreased operating expenses at our pharmacies.

 

Loss from Operations

 

Loss from operations was $621,246 in the three months ended March 31, 2024, compared to $551,970 in the same period of 2023, an increase of $69,276 or 13%. The increase in our loss from operations for the first quarter of 2024 was primarily due to the increase in the loss at or hotel of approximately $242,000, partially offset by decreases in the operating loss at each of our other segments. Notably, our pharmacies generated a profit from operations in the first quarter of 2024.

 

Non-operating Income

 

Non-operating income was $17,646 for the three months ended March 31, 2024, compared to $22,643 for the three months ended March 31, 2023. For the three months ended March 31, 2024, we had interest income of $114 and other income of $18,802, partly offset by other expenses of $1,270. For the three months ended March 31, 2023, we had interest income of $289 and other income of $24,861, partly offset by other expenses of $2,507.

 

Income Tax Expense

 

Income tax expense was $nil and $457 for the three months ended March 31, 2024 and 2023, respectively, a decrease of $457 or 100% for the three months ended March 31, 2024 compared with the same period of 2023.

 

Net Loss

 

Our net loss for the three months ended March 31, 2024 was $603,600, compared to a net loss of $529,784 for the same period of 2023, an increase of $73,816 or 14%. The increase in our net loss was mainly due to increased operating costs and expenses, partly offset by increased sales as explained above, particularly at our hotel where the operating loss increased by nearly $242,000.

 

Liquidity and Capital Resources

 

During the three months ended March 31, 2024, we used $461,451 in operations. As of March 31, 2024, cash and cash equivalents were $305,027 (excluding $35,967 of restricted cash), compared to $443,758 (excluding $23,208 of restricted cash) as of December 31, 2023. At March 31, 2024, we had a working capital deficit of $4,250,016 compared to $4,467,006 at December 31, 2023.

 

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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, 2024 and 2023, respectively.

 

   March 31, 2024   March 31, 2023 
Net cash used in operating activities  $(461,451)  $(472,681)
Net cash used in investing activities  $(41,053)  $(5,181)
Net cash provided by financing activities  $383,802   $437,560 

 

Net cash used in operating activities

 

For the three months ended March 31, 2024, net cash used in operating activities was $461,451. This reflects our net loss of $603,600, adjusted by non-cash related expenses including depreciation and amortization expense of $106,299, a bad debt expense of $8,027, an inventory impairment of $9,405, operating lease expenses of $233,070 and stock-based compensation of $92,885, and then decreased by changes in working capital of $307,537. The cash outflow from changes in working capital mainly resulted from increases in other receivables and prepaid expense of $20,080, an increase in accounts receivable of $38,491, an increase in related party receivables of $100,603, an increase in advance to suppliers of $39,498, an increase in inventory of $35,192, and payments of lease liabilities of $325,498, partly offset by cash inflows from accrued liabilities and other payables of $124,299, from taxes payable of $32,823, from accounts payable (net of accounts payable to related parties) of $15,774, and from unearned revenue of $78,999.

 

For the three months ended March 31, 2023, net cash used in operating activities was $472,681. This reflects our net loss of $529,784, adjusted by non-cash related expenses including depreciation and amortization expense of $104,561, change in deferred tax of $457, bad debt reversal of $43,816, inventory impairment of $18,502, operating lease expense of $210,334 and stock-based compensation of $92,885, and then decreased by changes in working capital of $325,820. The cash outflow from changes in working capital mainly resulted from increases in other receivables and prepaid expense of $50,416, in inventory of $200,787, in accounts payable from related party of $167,209, and in accrued liabilities and other payable of $123,208, and payments of lease liabilities of $186,473, partly offset by cash inflow from accounts receivable of $176,944, cash inflow from advances to suppliers of $49,587, cash inflow from accounts payable of $42,332 and unearned revenue of $192,689.

 

Net cash used in investing activities

 

For the three months ended March 31, 2024 and 2023, net cash used in investing activities was $41,053 and $5,181, respectively. For the three months ended March 31, 2024, net cash used in investing activities including $41,053 for the purchase of fixed assets. For the three months ended March 31, 2023, net cash used in investing activities included $1,746 for purchase of fixed assets, and $3,435 cash disposed at the termination of a subsidiary due to non-operation.

 

Net cash provided by financing activities

 

For the three months ended March 31, 2024, net cash provided by financing activities was the result of proceeds from advances from related parties of $383,802. For the three months ended March 31, 2023, net cash provided by financing activities were the result of advances from related parties of $437,560.

 

We generated a $603,600 loss for the three months ended March 31, 2024. It is likely that Runcangsheng will require additional capital to achieve its short term operational goals and long range business plans. Further, we may need additional capital to maintain our other businesses. We may also have to raise additional financing as our working capital requirements are expected to increase in line with the growth of our business. In the past we have funded our operations through proceeds from private placements of equity and advances from our principal shareholder. Should we require capital to fund our business, we intend to finance our business by raising additional capital or, when available, borrowing additional funds. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders and could cause the price of our common stock to decrease. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.

 

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

 

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

 

Impact of Inflation

 

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

 

Contractual Obligations

 

We have no long-term fixed contractual obligations or commitments other than leases that are disclosed in Note 12 in the notes to our consolidated financial statements.

 

Contingencies

 

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

 

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

 

Significant Accounting Policies

 

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

 

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

 

Basis of Presentation

 

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

 

Use of Estimates

 

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

 

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

 

Accounts Receivable

 

We maintain an allowance for potential credit losses on accounts receivable. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy of these reserves. As of March 31, 2024 and December 31, 2023, the bad debt allowance was $87,287 and $80,640, respectively.

 

Revenue Recognition

 

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

 

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

 

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

 

Products

 

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

 

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

 

32
 

 

Pharmacies

 

Our retail drugstores recognize revenue at the time the customer takes possession of the merchandise. For pharmacy sales, each prescription claim is its own arrangement with the customer and is a performance obligation. We generally receive payment from pharmacy customers we satisfy our performance obligations. We record a receivable when we have an unconditional right to receive payment and only the passage of time is required before payment is due. Sales revenue represents the invoiced value of goods, net of VAT. The products sold in our pharmacies are subject to the VAT of 0%-13% as certain pharmacies qualify for small business exemption.

 

Manufacture and Sale

 

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

 

Hotel

 

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

 

33
 

 

Item 4. Controls and Procedures.

 

Disclosure Controls and Procedures

 

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

 

At March 31, 2024, an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13(a)-15(e) and 15(d)-15(e) of the Exchange Act was carried out under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer. Based on their evaluation of our disclosure controls and procedures, they concluded that at March 31, 2024, such disclosure controls and procedures were not effective. This was due to our limited resources, including the absence of a financial staff with accounting and financial expertise and deficiencies in the design or operation of our internal control over financial reporting that adversely affected our disclosure controls and that may be considered to be “material weaknesses.”

 

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

 

Changes in Internal Control over Financial Reporting

 

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

 

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PART II – OTHER INFORMATION

 

Item 1. Legal Proceedings

 

There is no pending litigation to which we are presently a party or to which our property is subject which is likely to have a material impact on our financial condition and management is not aware of any facts which are likely to result in such a litigation in the future.

 

Item 1A. Risk Factors

 

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

 

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

 

During the quarter ended March 31, 2024, we did not have any sales of equity securities in transactions that were not registered under the Securities Act of 1933, as amended, that have not been previously reported in a report filed pursuant to the Exchange Act.

 

Item 3. Defaults Upon Senior Securities

 

None.

 

Item 5. Other Information

 

None

 

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Item 6. Exhibits

 

Exhibit No.   Description
     
3.1   Articles of Incorporation (incorporated by reference to the Company’s Annual Report on Form 10-KSB for the fiscal year ended May 31, 2006 as filed with the SEC on March 7, 2007).
     
3.2   Articles of Amendment to Articles of Incorporation (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on June 3, 2008).
     
3.3   Articles of Amendment to Articles of Incorporation (incorporated by reference to Exhibit 3.3 the Company’s Quarterly Report on Form 10-Q for the quarterly period ended November 30, 2017 as filed with the SEC on January 16, 2019).
     
3.4   Bylaws of the Registrant (incorporated by reference to Exhibit 3.6 to Amendment to Form S-1 filed with the SEC on January 17, 2023).
     
31.1   Certification of Chief Executive Officer pursuant to Rule 13a-14 or Rule 15d-14 of Securities Exchange Act of 1934.
     
31.2   Certification of Chief Financial Officer pursuant to Rule 13a-14 or Rule 15d-14 of Securities Exchange Act of 1934.
     
32.1   Certification of Chief Executive Officer pursuant to Section 906 of Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350).
     
32.2   Certification of Chief Financial Officer pursuant to Section 906 of Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350).
     
101.INS   Inline XBRL Instance Document
101.SCH   Inline XBRL Taxonomy Extension Schema
101.CAL   Inline XBRL Taxonomy Extension Calculation
101.DEF   Inline XBRL Taxonomy Extension Definition
101.LAB   Inline XBRL Taxonomy Extension Label
101.PRE   Inline XBRL Taxonomy Extension Presentation
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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SIGNATURES

 

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

 

  AIXIN LIFE INTERNATIONAL, INC.
     
Dated: June 13, 2024 By: /s/ Quanzhong Lin
    Quanzhong Lin
    President and Chief Executive Officer
    (Principal Executive Officer)

 

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