Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2023 | Apr. 26, 2023 | |
Document Information Line Items | ||
Entity Registrant Name | BIMI International Medical Inc. | |
Trading Symbol | BIMI | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 4,384,780 | |
Amendment Flag | false | |
Entity Central Index Key | 0001213660 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Mar. 31, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 000-50155 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 02-0563302 | |
Entity Address, Address Line One | 725 5th Avenue | |
Entity Address, Address Line Two | 15th Floor | |
Entity Address, Address Line Three | Suite 15-01 | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 400010 | |
City Area Code | 212 | |
Local Phone Number | 542 0028 | |
Title of 12(b) Security | Common stock, $0.001 par value | |
Security Exchange Name | NASDAQ | |
Entity Interactive Data Current | Yes |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 | |
CURRENT ASSETS | |||
Cash and cash equivalents | $ 1,730,063 | $ 2,336,636 | |
Accounts receivable, net | 3,915,373 | 3,208,286 | |
Advances to suppliers | 7,260,331 | 6,589,759 | |
Inventories, net | 8,465,313 | 7,654,242 | |
Prepayments and other receivables | 1,363,675 | 1,347,079 | |
Current assets from discontinued operations-held for sale | 2,243,316 | 2,099,673 | |
Total current assets | 24,978,071 | 23,235,675 | |
NON-CURRENT ASSETS | |||
Deferred tax assets | 192,703 | 190,132 | |
Property, plant and equipment, net | 1,791,503 | 1,703,420 | |
Intangible assets-net | 512,235 | 16,183 | |
Operating lease-right of use assets | 3,028,518 | 2,942,265 | |
Goodwill | 2,065,666 | 2,065,666 | |
Long-term investment | 1,800,000 | ||
Non-current assets from discontinued operations-held for sale | 3,704,990 | 3,761,149 | |
Total non-current assets | 11,295,615 | 12,478,815 | |
TOTAL ASSETS | 36,273,686 | 35,714,490 | |
CURRENT LIABILITIES | |||
Short-term loans | 829,489 | 818,425 | |
Long-term loans due within one year | 163,183 | 105,965 | |
Convertible promissory notes, net | 773,985 | 1,108,785 | |
Accounts payable, trade | 10,093,270 | 10,785,531 | |
Advances from customers | 1,149,438 | 923,131 | |
Amount due to related parties | 2,519,803 | 4,600,441 | |
Taxes payable | 22,075 | 71,915 | |
Other payables and accrued liabilities | 3,099,929 | 3,175,574 | |
Lease liability-current | 665,115 | 532,630 | |
Current liabilities from discontinued operations-held for sale | 3,292,463 | 3,239,950 | |
Total current liabilities | 22,608,750 | 25,362,347 | |
NON-CURRENT LIABILITIES | |||
Lease liability-non-current | 2,587,353 | 2,574,751 | |
Long-term loans - non-current | 160,077 | 314,786 | |
Non-current liabilities from discontinued operations-held for sale | 2,298,314 | 2,245,373 | |
Total non-current liabilities | 5,045,744 | 5,134,910 | |
TOTAL LIABILITIES | 27,654,494 | 30,497,257 | |
STOCKHOLDERS’ EQUITY | |||
Common stock, $0.001 par value; 200,000,000 shares authorized; 4,034,780 and 3,764,780 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively | [1] | 4,035 | 3,765 |
Additional paid-in capital | 77,424,486 | 71,899,271 | |
Statutory reserves | 2,263,857 | 2,263,857 | |
Accumulated deficit | (71,027,106) | (70,143,785) | |
Accumulated other comprehensive income (loss) | (1,059,889) | 24,583 | |
Total BIMI International Medical Inc.’s equity | 7,605,383 | 4,047,691 | |
NON-CONTROLLING INTERESTS | 1,013,809 | 1,169,542 | |
Total stockholders’ equity | 8,619,192 | 5,217,233 | |
Total liabilities and stockholders’ equity | $ 36,273,686 | $ 35,714,490 | |
[1] Retrospectively restated due to five for one reverse stock split, see Note 21. A subsequent 1-for-10 reverse split took place on December 9, 2022. |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 4,034,780 | 3,764,780 |
Common stock, shares outstanding | 4,034,780 | 3,764,780 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Statement [Abstract] | ||
REVENUES | $ 3,197,637 | $ 2,714,711 |
COST OF REVENUES | 1,507,396 | 2,342,367 |
GROSS PROFIT | 1,690,241 | 372,344 |
OPERATING EXPENSES: | ||
Sales and marketing | 256,158 | 345,564 |
General and administrative | 853,337 | 2,176,482 |
Impairment loss of goodwill | ||
Total operating expenses | 1,109,495 | 2,522,046 |
INCOME/(LOSS) FROM OPERATIONS | 580,746 | (2,149,702) |
OTHER INCOME (EXPENSE) | ||
Interest income | 261 | 146 |
Interest expense | (35,299) | (48,136) |
Exchange gains/loss | 2,125 | (3,266) |
Amortization of convertible notes (1) | (771,124) | |
Other expense | (1,408,468) | (631) |
Total other income (expense), net | (1,441,381) | (823,011) |
LOSS BEFORE INCOME TAXES | (860,635) | (2,972,713) |
PROVISION FOR INCOME TAXES | 2,929 | |
NET LOSS FROM CONTINUING OPERATIONS | (860,635) | (2,975,642) |
DISCONTINUED OPERATIONS | ||
Loss from operations of discontinued operations-held for sale | 23,129 | |
NET LOSS | (883,764) | (2,975,642) |
Less: net income (loss) attributable to non-controlling interest | 443 | (1,082) |
NET LOSS ATTRIBUTABLE TO BIMI INTERATIONAL MEDICAL INC. | (884,207) | (2,974,560) |
OTHER COMPREHENSIVE LOSS | ||
Foreign currency translation adjustment | (1,084,472) | (550,080) |
TOTAL COMPREHENSIVE LOSS | (1,968,236) | (3,525,722) |
Less: comprehensive loss attributable to non-controlling interests | (896,867) | (24,974) |
COMPREHENSIVE LOSS ATTRIBUTABLE TO BIMI INTERNATIONAL MEDICAL INC. | $ (1,071,369) | $ (3,500,748) |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES | ||
Basic and diluted (in Shares) | 3,834,443 | 10,087,665 |
LOSS PER SHARE | ||
Continuing operation-Basic and diluted (in Dollars per share) | $ (0.22) | $ (0.29) |
Discontinued operation-Basic and diluted (in Dollars per share) | (0.01) | |
Basic and diluted (in Dollars per share) | $ (0.23) | $ (0.29) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) (Parentheticals) - $ / shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Statement [Abstract] | ||
Weighted average number of common shares diluted (in Shares) | 3,834,443 | 10,087,665 |
Continuing operation-Diluted | $ (0.22) | $ (0.29) |
Discontinued operation-Diluted | (0.01) | |
Diluted | $ (0.23) | $ (0.29) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Unaudited) - 3 months ended Mar. 31, 2023 - USD ($) | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income | Statutory Reserves | Non Controlling Interests | Accumulated Deficit | Total |
Balance at Dec. 31, 2022 | $ 3,765 | $ 71,899,271 | $ 24,583 | $ 2,263,857 | $ 1,169,542 | $ (70,143,785) | $ 5,217,233 |
Balance (in Shares) at Dec. 31, 2022 | 3,764,780 | ||||||
Issuance of common shares | $ 270 | 5,525,215 | 5,525,485 | ||||
Issuance of common shares (in Shares) | 270,000 | ||||||
Net loss | (896,867) | (884,207) | (1,781,074) | ||||
Foreign currency translation adjustment | (1,084,398) | 741,134 | 3,187,088 | 2,843,824 | |||
Discontinued operations and subsidiaries -held for sale | (74) | (3,186,202) | (3,186,276) | ||||
Balance at Mar. 31, 2023 | $ 4,035 | $ 77,424,486 | $ (1,059,889) | $ 2,263,857 | $ 1,013,809 | $ (71,027,106) | $ 8,619,192 |
Balance (in Shares) at Mar. 31, 2023 | 4,034,780 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (883,764) | $ (2,975,642) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Depreciation and amortization | 53,800 | 89,159 |
Inventories impairment reserve | 27,975 | |
Allowance for doubtful accounts | (584) | |
Profit/Loss on disposal of discontinuing operations and subsidiaries | (1,338,666) | |
Amortization of discount of convertible promissory notes | 771,124 | |
Change in operating assets and liabilities | ||
Accounts receivable | 287,763 | 901,465 |
Advances to suppliers | 4,982,127 | (1,387,694) |
Prepayments and other receivables | (11,164) | 1,416,960 |
Inventories | (84,382) | 862,481 |
Operating lease-right of use assets | (1,510,111) | 3,187,153 |
Accounts payable, trade | (673,409) | (2,859,880) |
Advances from customers | 226,307 | 479,832 |
Operating lease liabilities | 1,861,441 | (3,315,170) |
Taxes payable | (52,411) | (322,917) |
Other payables and accrued liabilities | (67,683) | (2,271,842) |
Net cash provided by (used in) operating activities | 2,817,823 | (5,425,555) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Discontinued operations-disposal of Zhuoda | (273,363) | |
Discontinued operations-held for sale of Minkang, Eurasia, Qiangsheng and Zhongshan Hospitals | 1,951,652 | |
Purchase of property, plant, and equipment | ||
Net cash (used in) provided by investing activities | 1,678,289 | |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from short-term loan | 11,064 | |
Repayment of long-term loan | (154,709) | (191,530) |
Net proceeds from issuance of convertible promissory notes | ||
Repayment of short-term loans | (1,027,522) | |
Proceeds from long-term loan | 57,218 | |
Amount financed from/(to) related parties | (2,080,638) | 424,085 |
Net cash used in financing activities | (2,167,065) | (794,967) |
EFFECT OF EXCHANGE RATE ON CASH | (1,257,331) | 981,932 |
NET DECREASE IN CASH AND CASH EQUIVALENTS | (606,573) | (3,560,301) |
CASH AND CASH EQUIVALENTS, beginning of period | 2,336,636 | 4,797,849 |
CASH AND CASH EQUIVALENTS, end of period | 1,730,063 | 1,237,548 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||
Cash paid for income tax | 428,753 | |
Cash paid for interest expense, net of capitalized interest | $ 20,408 | $ 163,883 |
Organization and Business Backg
Organization and Business Background | 3 Months Ended |
Mar. 31, 2023 | |
Organization and Business Background [Abstract] | |
ORGANIZATION AND BUSINESS BACKGROUND | 1. ORGANIZATION AND BUSINESS BACKGROUND BIMI International Medical, Inc. (the “Company” or “BIMI”) was incorporated in the State of Delaware as Galli Process, Inc. on October 31, 2000. On February 7, 2002, the Company changed its name to Global Broadcast Group, Inc. On November 12, 2004, the Company changed its name to Diagnostic Corporation of America. On March 15, 2007, the Company changed its name to NF Energy Saving Corporation of America, and on August 24, 2009, the Company changed its name to NF Energy Saving Corporation. On December 16, 2019, the Company changed its name to BOQI International Medical Inc., to reflect the Company’s refocus of its business from the energy saving industry to the health care industry and on June 21, 2021, we changed our name to BIMI International Medical Inc. Since March 7, 2012, the common stock of the Company (the “Common Stock”) has been traded on the Nasdaq Capital Market. Until October 14, 2019, the Company, through NF Energy Saving Investment Limited and its subsidiaries (the “NF Group”), operated in the energy saving enhancement technology industry in the People’s Republic of China (the “PRC”). The NF Group focused on providing services relating to energy saving technology, optimization design, energy saving reconstruction of pipeline networks and contractual energy management for the electric power, petrochemical, coal, metallurgy, construction, and municipal infrastructure development industries in the PRC and the manufacture and sales of energy-saving flow control equipment. In late 2019, the Company committed to a plan to dispose of all its equity interests in the NF Group and on March 31, 2020, the Company entered into a stock purchase agreement (the “NF SPA”) to sell the NF Group. The sale of the NF Group closed on June 23, 2020. On October 14, 2019, the Company acquired 100% of the equity interests in Lasting Wisdom Holdings Limited (“Lasting”), a limited company incorporated under the laws of the British Virgin Islands (“BVI”). Lasting has limited operating activities since incorporation except for holding the ownership interest in Pukung Limited (“Pukung”), a company organized under the laws of Hong Kong. Pukung owns 100% of the equity interest in Beijing Xinrongxin Industrial Development Co., Ltd. (“Xinrongxin”), a company organized under the laws of the PRC. Xinrongxin owns all the ownership interest of Dalian Boqi Zhengji Pharmacy Chain Co., Ltd. (“Boqi Zhengji”). Boqi Zhengji operated 16 retail pharmacy stores in China at the time of the acquisition. Lasting, Pukung, Xinrongxin and Boqi Zhengji are hereinafter collectively referred to as the “Boqi Zhengji Group”. Xinrongxin also owns 100% equity interests in Dalian Boyi Technology Co., Ltd. (“Dalian Boyi”), a subsidiary established in January 2020 and responsible for the Company’s R&D and other technology related functions. On June 24, 2020, the Company established a wholly owned subsidiary Boyi (Liaoning) Technology Co.,Ltd (“Liaoning Boyi”), in order to be qualified to participate in local healthcare projects. On December 22, 2020, the Company established another subsidiary Bimai Pharmaceutical (Chongqing) Co., Ltd., replace Xinronxin as the holding company owing all the retail, wholesale and hospital operations in China. On March 18, 2020, the Company, through its wholly owned subsidiary, Xinrongxin, acquired 100% of the equity interests in Chongqing Guanzan Technology Co., Ltd. (“Guanzan”). Guanzan holds an 80% equity interest in Chongqing Shude Pharmaceutical Co., Ltd. (“Shude”, collectively with Guanzan, the “Guanzan Group”). Guanzan also owns 100% equity interest in Chongqing Lijiantang Pharmaceutical Co. Ltd., a subsidiary established in May 2020. Lijiantang operates 4 retail pharmacy stores in China (collectively, the “Lijiantang Pharmacy Group”). On December 11, 2020, the Company entered into a stock purchase agreement to sell Boqi Zhengji. The sale of the Boqi Zhengji was closed by the end of 2020, although the government record was not updated until February 2, 2021 due to the Chinese government’s alternative working schedule and other delays caused by COVID-19. On December 9, 2020, the Company entered into an agreement to acquire 100% of the equity interests in Chongqing Guoyitang Hospital (“Guoyitang”), the owner and operator of a private general hospital in Chongqing City, a city in Southwest China. The transaction closed on February 2, 2021. On December 15, 2020, the Company entered into a stock purchase agreement to acquire Chaohu Zhongshan Minimally Invasive Hospital (“Zhongshan”), a private hospital in the Southeast region of China. The transaction closed on February 5, 2021. On April 9, 2021, the Company entered into a stock purchase agreement to acquire three private hospitals in the PRC, Wuzhou Qiangsheng Hospital (“Qiangsheng”), Suzhou Eurasia Hospital(“Eurasia”) and Yunnan Yuxi MinKang hospital (“Minkang”). The transaction closed on May 6, 2021. On April 21, 2021, Bimai Hospital Management (Chongqing) Co. Ltd. was incorporated in the PRC by the Company to manage the operations of the Company’s medical devices segment. On April 21, 2021, Pusheng Pharmaceutical Co., Ltd. was incorporated in the PRC by the Company to manage its wholesale distribution of generic drugs. On September 10, 2021, the Company entered into a stock purchase agreement to acquire 100% of the equity interests in Chongqing Zhuoda Pharmaceutical Co., LTD (“Zhuoda”). The transaction closed on October 8, 2021. On December 20, 2021, the Company entered into a stock purchase agreement to acquire Bengbu Mali OB-GYN Hospital Co., Ltd. (“Mali Hospital”). We agreed to purchase all the issued and outstanding equity interests in Mali Hospital in consideration of $16,750,000. On January 4, 2022, we paid RMB7,227,000 to the seller as partial consideration. The transaction did not close and on December 15, 2022, we entered into a termination agreement with respect to the purchase. Pursuant to the termination agreement, the original agreement will terminate effective as of the date of the return of the 60,000 shares of the Company’s Common Stock previously issued to the sellers and certain third-party beneficiaries. The Company did not incur any penalties as a result of the termination of the agreement. As of the date of this report, we have not received the 60,000 shares. As of March 31, 2023, the Company has four operating segments: retail pharmacy, wholesale pharmaceuticals, wholesale medical devices and healthcare products. The retail pharmacy segment sells prescription and OTC medicines, TCM, healthcare supplies and sundry items to retail customers through its directly-owned pharmacies and authorized retail stores. The wholesale pharmaceuticals segment includes supplying prescription and OTC medicines, TCM, healthcare supplies and sundry items to clinics, third party pharmacies, hospitals and other drug wholesalers. There were no inter-segment revenues between our retail pharmacy and wholesale pharmaceuticals segments. The wholesale medical device segment distributes medical devices, including medical consumables to private clinics, hospitals, third party pharmacies and other medical device dealers. Healthcare products includes cardiovascular product, anti-insomnia and depression product, male aphrodisiac product, women’s menopausal syndrome product, gout product and immune enhancer/ vaccine sequelae product. As of March 31,2022, the Company had four operating segments: wholesale medical devices, wholesale pharmaceuticals, medical services and retail pharmacies. The Pharmacy Group engages in the retail sale of medicine and other healthcare products in the PRC. The Pharmacy Group sells its medicine and other healthcare products to customers through its directly-owned stores. The Pharmacy Group offers a wide range of products, i ncluding prescription and over-the-counter (“OTC”) drugs, nutritional supplements, traditional Chinese medicines, personal and family care products and medical devices, as well as miscellaneous items. The Company’s wholesale segments are engaged in the distribution of medical devices and pharmaceuticals. The wholesale medical devices segment distributes medical devices, including medical consumables to drug stores, private clinics, pharmaceutical dealers and hospitals. The wholesale pharmaceuticals segment includes supplying prescription and OTC medicines, TCM, healthcare supplies and sundry items to clinics, third party pharmacies, hospitals and other drug vendors. The Company’s medical services segment was engaged in providing medical services in its hospitals, of which the Zhongshan, Qiangsheng, Eurasia and Minkang hospitals were held for sale as of the date of this report. As of March 31,2023, the details of the Company’s subsidiaries are as follows Name Place of incorporation and Principal activities and Effective Lasting Wisdom Holdings Limited (“Lasting”) British Virgin Island, a limited liability company Investment holding 100 % Pukung Limited (“Pukung”) Hong Kong, a limited liability company Investment holding 100 % Beijing Xinrongxin Industrial Development Co., Ltd. (“Xinrongxin”) The PRC, a limited liability company Investment holding 100 % Boyi (Liaoning) Technology Co., Ltd (“Liaoning Boyi”) The PRC, a limited liability company IT Technology service research and development 100 % Dalian Boyi Technology Co., Ltd (“Dalian Boyi”) The PRC, a limited liability company IT Technology service research and development 100 % Chongqing Guanzan Technology Co., Ltd. (“Guanzan”) The PRC, a limited liability company Wholesale distribution of medical devices in the PRC 100 % Chongqing Shude Pharmaceutical Co., Ltd.(“Shude”) The PRC, a limited liability company Wholesale distribution of generic drugs in the PRC 95 % Chongqing Lijiantang Pharmaceutical Co., Ltd.(“Lijiantang”) The PRC, a limited liability company Wholesale distribution of generic drugs in the PRC 100 % Bimai Pharmaceutical (Chongqing) Co., Ltd. The PRC, a limited liability company Investment holding 100 Chongqing Guoyitang Hospital Co., Ltd. The PRC, a limited liability company Hospital in the PRC 100 Chongqing Huzhongtang Healthy Technology Co., Ltd. The PRC, a limited liability company Wholesale distribution of generic drugs in the PRC 100 Chaohu Zhongshan Minimally Invasive Hospital Co.,Ltd. The PRC, a limited liability company Hospital in the PRC 100 Yunnan Yuxi Minkang Hospital Co., Ltd. The PRC, a limited liability company Hospital in the PRC 100 Wuzhou Qiangsheng Hospital Co., Ltd. The PRC, a limited liability company Hospital in the PRC 100 Suzhou Eurasia Hospital Co., Ltd. The PRC, a limited liability company Hospital in the PRC 100 Bimai Hospital Management (Chongqing) Co. Ltd The PRC, a limited liability company Hospital management in the PRC 100 Pusheng Pharmaceutical Co., Ltd The PRC, a limited liability company Wholesale distribution of generic drugs in the PRC 100 |
Going Concern Uncertainties
Going Concern Uncertainties | 3 Months Ended |
Mar. 31, 2023 | |
Going Concern Uncertainties [Abstract] | |
GOING CONCERN UNCERTAINTIES | 2. GOING CONCERN UNCERTAINTIES The accompanying unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the discharge of liabilities in the normal course of business for the foreseeable future. As reflected in the accompanyi three months ended March 31, 2023 and 2022, respectively. As of March 31, 2023, the Company had an accumulated deficit of $71.03 million. Management believes these factors raise substantial doubt about the Company’s ability to continue as a going concern for the next twelve months. The continuation of the Company as a going concern through the next twelve months is dependent upon (1) the continued financial support from its stockholders or its ability to obtain external financing, and (2) further implementation of management’s business plan to expand its operations and generate sufficient revenues to meet its obligations. While the Company believes in the viability of its strategy to increase sales volume and in its ability to raise additional funds, there can be neither any assurances to that effect, nor any assurance that the Company will be successful in securing sufficient funds to sustain the operations. These unaudited condensed financial statements do not include any adjustments to reflect the possible future effect on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the outcome of these uncertainties. Management believes that the actions presently being taken to obtain additional funding and implement its strategic plan provides the opportunity for the Company to continue as a going concern. We have restated our financial statements for year ended December 31, 2021 to correct errors identified in our prior financial statements. In FY2021, we recorded amortization of convertible note in G&A expense account, it has been revised to record amortization of convertible note in other income(expense) account. The restatement was necessary to address the misstatement. The impact of the restatement on our financial statement is reclassification of other expense in financial statements. We have concluded that the restatement does not materially affect our liquidity or our compliance with debt co We previously erroneously recorded amortization of our convertible note as G&A expense in the financial statements for the year ended December 31, 2021 and 2020. We now record the amortization of the convertible notes in other income expense account, consistent with our statement of cash flow. The amortization of convertible notes for the years ended December 31, 2022 and 2021 was $2,252,401 and $2,091,927, respectively. We have taken steps to address the cause of the restatement and to improve our internal controls over financial reporting. We hired a consulting firm to assist our accounting department on internal controls and financial reporting. We are committed to maintaining the integrity of our financial statements and to providing accurate and transparent financial information to our investors. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ● Basis of presentation and consolidation These accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”). These unaudited condensed consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant inter-company balances and transactions within the Company have been eliminated upon consolidation. The unaudited condensed consolidated financial information as of March 31, 2023 and for the three months ended March 31, 2023 and 2022 have been prepared, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Cert In the opinion of management, all adjustments (which include normal recurring adjustments) necessary to present a fair statement of the Company’s unaudited condensed consolidated financial position as of March 31, 2023 and its unaudited condensed consolidated results of operations for the three months ended March 31, 2023 and 2022, and its unaudited condensed consolidated cash flows for the three months ended March 31, 2023 and 2022, as applicable, have been made. The results of operations are not necessarily indicative of the operating results for the fiscal year or any future periods. ● Use of estimates The preparation of these condensed consolidated financial statements in conformity with the US GAAP requires management to make estimates and judgments that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities on the date of these condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. The Company bases its estimates and judgments on historical experience and on various other assumptions and information that are believed to be reasonable under the circumstances. Estimates and assumptions of future events and their effects cannot be perceived with certainty and, accordingly, these estimates may change as new events occur, as more experience is acquired, as additional information is obtained and as our operating environment changes. Significant estimates and assumptions made by management include, among others, useful lives and impairment of long-live ial statements are appropriate, actual results could differ from those estimates. Estimates and assumptions are periodically reviewed and the effects of revisions are ● Business combinations The Company accounts for its busin ess combinations using the acquisition method of accounting in accordance with ASC 805 “Business Combinations”. The cost of an acquisition is measured as the aggregate of the acquisition date fair values of the assets transferred and liabilities incurred by the Company to the sellers and equity instruments issued. Transaction costs directly attributable to the acquisition are expensed as incurred. Identifiable assets and liabilities acquired or assumed are measured separately at their fair values as of the acquisition date, irrespective of the extent of any non-controlling interests. The excess of (i) the total costs of acquisition, fair value of the non-controlling interests and acquisition date fair value of any previously held equity interest in the acquiree over (ii) the fair value of the identifiable net assets of the acquiree is recorded as goodwill. If the cost of acquisition is less than the acquisition date amounts of the net assets of the subsidiary acquired, the difference is recognized directly in the consolidated income statements. During the measurement period, which can be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Subsequent to the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any further adjustments are recorded in the consolidated income statements. In a business combination achieved in stages, the Company re-measures the previously held equity interest in the acquiree immediately before obtaining control at its acquisition date fair value and the re-measurement gain or loss, if any, is recognized in the consolidated income statements. When there is a change in ownership interests or a change in contractual arrangements that results in a loss of control of a subsidiary, the Company deconsolidates the subsidiary from the date control is lost. Any retained non-controlling investment in the former subsidiary is measured at fair value and is included in the calculation of the gain or loss upon deconsolidation of the subsidiary. ● Cash and cash equivalents Cash and cash equivalents consist primarily of cash on hand and cash in banks which is readily available in checking and saving accounts. The Company maintains cash with various financial institutions in the PRC where its accounts are uninsured. The Company has not experienced any losses from funds held in bank accounts and believes it is not exposed to any risk on its bank accounts. ● Accounts receivable and allowance for doubtful accounts Accounts receivable are recorded at the invoiced amount and do not bear interest, which are due within contractual payment terms, generally 30 to 90 days from delivery. Credit is extended based on evaluation of a customer’s financial condition, the customer credit-worthiness and their payment history. Accounts receivable outstanding longer than the contractual payment terms are considered past due. Past due balances over 90 days and over a specified amount are reviewed individually for collectability. At the end of each period, the Company specifically evaluates individual customer’s financial condition, credit history, and the current economic conditions to monitor the progress of the collection of accounts receivables. For the receivables that are past due or not being paid according to payment terms, the appropriate actions are taken to exhaust all means of collection, including seeking legal resolution in a court of law. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. We do not have any off-balance-sheet credit exposure related to its customers. ● Advances to suppliers Advances to suppliers consist of prepayments to the Company’s vendors, such as pharmaceutical manufacturers and medicine suppliers. The Company typically prepays for the purchase of our merchandise, especially for those salable, scarce, personalized medicine or medical devices. The Company typically receive products from vendors within three to nine months after making prepayments. The Company continuously monitor delivery from, and payments to, the vendors while maintaining a provision for estimated credit losses based upon historical experience and any specific supplier issues, such as discontinuing of inventory supply, that have been identified. If the Company has difficulty receiving products from a vendor, the Company would cease purchasing products from such vendor, Nil ● Business held for sale In late 2022, we committed to a plan to dispose of the Zhongshan, Minkang and Qiangsheng hospitals. On December 28, 2022, we entered into an agreement to transfer 87% of the equity interests in Zhongshan to the prior owner. As consideration for the transfer, the seller agreed to return the 40,037 shares of Common Stock, that were previously issued as part of the closing consideration. The transaction is expected to close in the second quarter of 2023. On December 28, 2022, we entered into an agreement to transfer 90% of the equity interests in Qiangshen, Minkang and Eurasia to the previous owners. As consideration for the transfer, the sellers agreed to return the 80,000 shares of Common Stock which were previously issued upon the acquisition of the three hospitals. The sales of Qiangsheng, Minkang and Eurasia are expected to close in the second quarter of 2023. The Company determined that the plan and the subsequent actions taken to dispose of the four hospitals qualified as a held for sale operations under the criteria set forth in the ASC 205-20 Presentation of Financial Statements – Discontinued Operation. The carrying amount of the major classes of assets and liabilities of the business held for sale as of March 31, 2023 and December 31,2022 consist of the following: March 31, December 31, 2023 2022 Assets from held for sale Current assets Cash and cash equivalents $ 162,465 $ 53,928 Accounts receivable, net 542,892 501,054 Advances to suppliers 207,926 211,335 Amount due from related parties 355,316 350,577 Inventories, net 161,912 155,736 Prepayments and other receivables 812,805 827,043 Operating lease-right of use assets - - Total current assets 2,243,316 2,099,673 Non-current assets Deferred tax assets (135 ) (133 ) Property, plant and equipment, net 1,252,955 1,254,328 Operating lease-right of use assets 2,452,170 2,506,954 Goodwill - - Total non-current assets 3,704,990 3,761,149 Total assets from held for sale $ 5,948,306 $ 5,860,822 Liabilities from held for sale Current liabilities Short-term loans $ 218,287 $ 215,375 Long-term loans due within one year - - Accounts payable, trade 1,446,840 1,480,098 Advances from customers 2,805 1,537 Taxes payable 341,307 336,755 Other payables and accrued liabilities 806,104 739,873 Lease liability-current 477,120 466,312 Total current liabilities 3,292,463 3,239,950 Non-current liabilities Lease liability-non current 2,298,314 2,245,373 Long-term loans - non-current - - Total non-current liabilities 2,298,314 2,245,373 Total liabilities 5,590,777 5,485,323 The summarized operating results of the business held for sale included in the Company’s consolidated statements of operations consist of the following: For the year ended 2023 2022 Revenues $ 334,211 1,585,234 Cost of revenues 121,597 609,989 Gross profit 212,614 975,245 Operating expense 196,563 666,362 Other expense (38,433 ) (82,992 ) Loss(Income) before income taxes (22,382 ) 225,891 Income tax expense 743 22,164 Loss(Income) from business held for sale $ (23,125 ) $ 207,416 ● Inventories Inventories are stated at the lower of cost or market value. Cost is determined using the weighted average method, and market value is the middle (the second highest) value among an inventory item’s replacement cost, market celling and market floor. The Company carries out physical inventory counts on a monthly basis at each store and warehouse location. The Company reviews historical sales activity quarterly to determine excess, slow-moving items and potentially obsolete items. The Company provides inventory reserve based on the excess quantities on hand equal to the difference, if any, between the cost of the inventory and its estimated market value, or obsolescence of inventories determined principally by customer demand. As of March 31, 2023 and December 31, 2022, the Company recorded an allowance for obsolete inventories, which mainly consists of expired medicine, of $27,975 and $59,567, respectively. ● Property, plant and equipment Property, plant and equipment are stated at cost less accumulated depreciation and impairment, if any. Depreciation is calculated on the straight-line basis over the following expected useful lives from the date on which they become fully operational and after taking into account their estimated residual values: Items Expected Residual Building 20 years 5 % Office equipment 3 years 5 % Electronic equipment 3 years 5 % Furniture 5 years 5 % Medical equipment 10 years 5 % Vehicles 4 years 5 % Leasehold Improvement Shorter of lease term or useful life 5 % Expenditures for repairs and maintenance are expensed as incurred. When assets have been retired or sold, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in the results of operations. ● Leases On January 1, 2020, the Company adopted Accounting Standards Update (“ASU”) 2016-02. For all leases that were entered into prior to the effective date of ASC 842, we elected to apply the package of practical expedients. Based on this guidance, the Company did not reassess the following: (1) whether any expired or existing contracts are or contain leases; (2) the lease classification for any expired or existing leases; and (3) initial direct costs for any existing leases. The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, current portion of obligations under operating leases, and obligations under operating leases, non-current on the Company’s consolidated balance sheets. Finance leases are included in property and equipment, net, current portion of obligations under capital leases, and obligations under capital leases, non-current on our consolidated balance sheets. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date, adjusted by the deferred rent liabilities at the adoption date. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. The operating lease ROU asset also includes any lease payments made and excludes lease incentives and initial direct costs incurred. The Company’s terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Operating lease expense is recognized on a straight-line basis over the lease term. ● Goodwill Goodwill represents the excess of the consideration paid of an acquisition over the fair value of the net identifiable assets of the acquired subsidiary at the date of acquisition. Goodwill is not amortized, and is tested for impairment at least annually, more often when circumstances indicate impairment may have occurred. Goodwill is carried at cost less accumulated impairment losses. If impairment exists, goodwill is immediately written off to its fair value and the loss is recognized in the consolidated statements of operations and comprehensive loss. Impairment losses on goodwill are not reversed. The Company reviews the carrying value of intangible assets not subject to amortization, including goodwill, to determine whether impairment may exist annually or more frequently if events and circumstances indicate that it is more likely than not that an impairment has occurred. The Company has the opinion to assess qualitative factors to determine whether it is necessary to perform the two-step in accordance with ASC 350-20. If the Company believes, as a result of the qualitative carrying amount, the two-step quantities impairment test described below is required. The first step compares the fair values of each reporting unit to its carrying amount, including goodwill. If the fair value of each reporting unit exceeds its carrying amount, goodwill is not considered to be impaired and the second step will not be required. If the carrying amount of a reporting unit exceeds its fair value, the second step compares the implied fair value of goodwill to the carrying value of a reporting unit’s goodwill. The implied fair value of goodwill is determined in a manner similar to accounting for a business acquisition with the allocation of the assessed fair value determined in the first step to the assets and liabilities of the reporting unit. The excess of the fair value of the reporting unit. over the amounts assigned to the assets and liabilities is the implied fair value of goodwill. Estimating fair value is performed by utilizing various valuation techniques, with the primary technique being a discounted cash flow. The fair value of discounted cash flow was determined using management’s estimates and assumptions. Management evaluated the recoverability of goodwill by performing a qualitative assessment before using a two-step impairment test approach at the reporting unit level. If the Company reorganizes its reporting structure in a manner that changes the composition of one or more of its reporting units, goodwill will be reassigned based on the relative fair value of each of the affected reporting units. As of March 31, 2023 and December 31, 2022, the Company recorded impairments for goodwill of $5,385,811 and $5,385,811, respectively. At the date of the most recent annual goodwill impairment test, all the reporting units’ fair value were either equal to or slightly higher than their carrying values. None of the reporting units’ fair values were substantially in excess of their carrying values. The fair value of the goodwill associated with each of the Guanzan Group (which covers the wholesale pharmaceutical, wholesale medical devices and the Lijiantang Pharmacies segments) and the medical services segment (consisting of Guoyitang, Zhongshan and the Qiangsheng, Eurasia and Minkang hospitals), were equal to their carrying value after their last impairment test and the fair value of the goodwill for Zhuoda exceeded its carrying value by approximately 5.62%. Zhuoda was sold as of October 31, 2022, so there was no remaining goodwill of Zhuoda for impairment assessment in 2022. Accordingly, the goodwill associated with Guanzan Group, Zhongshan, Qiangsheng, Eurasia and Minkang are considered at risk for impairment in future periods. ● Impairment of long-lived assets and intangibles In accordance with the provisions of ASC Topic 360, “ Impairment or Disposal of Long-Lived Assets ● Revenue recognition We adopted Accounting Standard Codification (“ASC”) Topic 606, Revenues from Contract with Customers (“ASC 606”) for all periods presented. Under ASC 606, revenue is recognized when control of the promised goods and services is transferred to the Company’s customers, in an amount that reflects the consideration that the Company expects to be entitled to in exchange for those goods and services, net of value-added tax. The Company determines revenue recognition through the following steps: ● Identify the contract with a customer; ● Identify the performance obligations in the contract; ● Determine the transaction price; ● Allocate the transaction price to the performance obligations in the contract; and ● Recognize revenue when (or as) the entity satisfies a performance obligation. The transaction price is allocated to each performance obligation on a relative standalone selling price basis. The transaction price allocated to each performance obligation is recognized when that performance obligation is satisfied by the control of the promised goods and services is transferred to the customers, which at a point in time or over time as appropriate. The Company’s revenue is net of value added tax (“VAT”) collected on behalf of PRC tax authorities in respect to the sales of products. VAT collected from customers, net of VAT paid for purchases, is recorded as a liability in the accompanying consolidated balance sheets until it is paid to the relevant PRC tax authorities ● Cost of revenue Cost of revenue consists primarily of cost of goods purchased from suppliers plus direct material costs for packaging and storage, direct labor, which are directly attributable to the acquisition and maintaining of products for sales. Cost of revenues also include impairment loss of our products which are obsolete or expired for sale, if any. Shipping and handling costs, associated with the distribution of finished products to customers, are borne by the customers. ● Comprehensive income ASC Topic 220, “Comprehensive Income”, ● Beneficial conversion feature The Company evaluates the conversion feature of its convertible promissory notes to determine whether it was beneficial as described in ASC 470-20. The intrinsic value of a beneficial conversion feature inherent to a convertible note payable, which is not bifurcated and accounted for separately from the convertible notes payable and may not be settled in cash upon conversion, is treated as a discount to the convertible notes payable. This discount is amortized over the period from the date of issuance to the date the notes is due using the effective interest method. If the notes payable are retired prior to the end of their contractual term, the unamortized discount is expensed in the period of retirement to interest expense. In general, the beneficial conversion feature is measured by comparing the effective conversion price, after considering the relative fair value of detachable instruments included in the financing transaction, if any, to the fair value of the shares of common stock at the commitment date to be received upon conversion. ● Income taxes Income taxes are determined in accordance with the provisions of ASC Topic 740, “ Income Taxes ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts. For the three months ended March 31, 2023 and 2022, the Company did not incur any interest or penalties associated with the tax positions it has taken. As of March 31, 2023, the Company did not have any significant unrecognized uncertain tax positions. The Company conducts the majority of its businesses in the PRC and is subject to tax in this jurisdiction. As a result, the Company files tax returns that are subject to examination by the PRC. ● Value added tax Sales revenue represents the invoiced value of goods sold, net of VAT. All of the Company’s products that are sold in the PRC are subject to a VAT on the gross sales price. The VAT rates range up to 13%, depending on the type of products sold. The VAT may be offset by VAT paid by the Company on its purchase activities of merchandises, raw materials, utilities, and other materials which cost was included in the cost of producing or acquiring its products for sales. The Company records a VAT payable net of payments if the VAT payable on the gross sales is larger than VAT paid by the Company on purchase of finished goods; on the other hand, the Company records a VAT deductible in the accompanying financial statements net of any VAT payable at the end of reporting period. ● Convertible promissory notes The Company records debt net of debt discount for beneficial conversion features and warrants, on a relative fair value basis. Beneficial conversion features are recorded pursuant to the Beneficial Conversion and Debt Topics of the FASB Accounting Standards Codification. The amounts allocated to warrants and beneficial conversion rights are recorded as debt discount and as additional paid-in-capital. Debt discount is amortized to interest expense over the life of the debt. ● Debt issuance costs and debt discounts The Company may record debt issuance costs and/or debt discounts in connection with raising funds through the issuance of debt. These costs may be paid in the form of cash, or equity (such as warrants). These costs are amortized to interest expense through the maturity of the debt. If a conversion of the underlying debt occurs prior to maturity a proportionate share of the unamortized amounts is immediately expensed. ● Discontinued operation In accordance with ASC 205-20, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, a disposal of a component of an entity or a group of components of an entity is required to be reported as a discontinued operation if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results when the components of an entity meets the criteria in paragraph 205-20-45-1E to be classified as held for sale. When all of the criteria to be classified as held for sale are met, including management, having the authority to approve the action, commits to a plan to sell the entity, the major current assets, other assets, current liabilities, and non-current liabilities shall be reported as components of total assets and liabilities separate from those balances of the continuing operations. At the same time, the results of all discontinued operations, less applicable income taxes (benefit), shall be reported as components of net income (loss) separate from the net income (loss) of continuing operations in accordance with ASC 205-20-45. On December 28, 2022, the Company entered into an agreement to transfer 87% of the equity interests in Zhongshan, to its former owner who previously sold Zhongshan to the Company pursuant to a stock purchase agreement. Pursuant to the Agreement, the Company will transfer 87% of the equity interests in Zhongshan to the former owner and will continue to own 13% of the equity interests in Zhongshan. As consideration for the sale of the 87% interest in Zhongshan, the former owner will return to the Company the 40,037 shares of the Company’s common stock, which were previously issued to him. Subsequent to their issuance, such shares were consolidated into 40,037shares as a result of a 1-for-5 reverse stock split on February 3, 2022 and a 1-for-10 reverse stock split on December 9, 2022. The former owner will release the Company from any and all claims relating to two earn out payments that were payable under the original purchase agreement. The Company will receive a put option to sell part or all of its 13% interest in Zhongshan before December 31, 2032, based on a valuation determined by a reputable third-party appraisal firm jointly chosen by the Parties. The transaction is expected to close in the second quarter of 2023. On December 28, 2022, the Company entered into an agreement to transfer 90% of the equity interests in the Qiangsheng, Eurasia and Minkang hospitals- to their former owners. Pursuant to the agreement, the Company will transfer 90% of the equity interests in each of the three hospitals and continue to own 10% of the equity interests in each hospital. . As consideration for the transfer, one of the former owners will return to the Company the 4,000,000 shares of the Company’s common stock, which were previously issued upon the acquisition of the three hospitals. Subsequent to their issuance, such shares were as consolidated into 80,000 shares as a result of a 1-for-5 reverse stock split on February 3, 2022 and a 1-for-10 reverse stock split on December 9, 2022. The Company will also receive a put option to sell part or all of its 10% interest in each of the three hospitals to the former owner before December 31, 2032, based on a valuation determined by a reputable third-party appraisal firm jointly chosen by the Company and the former owner. The sales of Qiangsheng, Minkang and Eurasia are expected to close in the second quarter of 2023. ● Derivative instruments The Company has entered into financing arrangements that consist of freestanding derivative instruments or are hybrid instruments that contain embedded derivative features. The Company accounts for these arrangements in accordance with Accounting Standards Codification Topic 815, Accounting for Derivative Instruments and Hedging Activities (“ASC 815”) as well as related interpretation of this standard. In accordance with this standard, derivative instruments are recognized as either assets or liabilities in the balance sheet and are measured at fair values with gains or losses recognized in earnings. Embedded derivatives that are not clearly and closely related to the host contract are bifurcated and are recognized at fair value with changes in fair value recognized as either a gain or loss in earnings. The Company determines the fair value of derivative instruments and hybrid instruments based on available market data using appropriate valuation models, giving consideration to all of the rights and obligations of each instrument. The Company estimates fair values of derivative financial instruments using various techniques (and combinations thereof) that are considered to be consistent with the objective measuring fair values. In selecting the appropriate technique, we consider, among other factors, the nature of the instrument, the market risks that it embodies and the expected means of settlement. For less complex derivative instruments, such as free-standing warrants, we generally use the Black-Scholes model, adjusted for the effect of dilution, because it embodies all of the requisite assumptions (including trading volatility, estimated terms, dilution and risk free rates) necessary to fair value these instruments. Estimating fair values of derivative financial instruments requires the development of significant and subjective estimates that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors. In addition, option-based techniques (such as Black-Scholes model) are highly volatile and sensitive to changes in the trading market price of our Common Stock. Since derivative financial instruments are initially and subsequently carried at fair values, our income (expense) going forward will reflect the volatility in these estimate and assumption changes. Under the terms of the new accounting standard, increases in the trading price of the Common Stock and increases in fair value during a given financial quarter result in the application of non-cash derivative expense. Conversely, decreases in the trading price of the Common Stock and decreases in trading fair value during a given financial quarter result in the application of non-cash derivative income. ● Net loss per share The Company calculates net loss per share in accordance with ASC Topic 260, “Earnings per Share.” ● Foreign currencies translation Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the statement of operations. The reporting currency of the Company is the United States Dollar (“US$”). The Company’s subsidiaries in the PRC maintain their books and records in their local currency, the Renminbi Yuan (“RMB”), which is the functional currency as being the primary currency of the economic environment in which these entities operate. In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not the US$ are translated into US$, in accordance with ASC Topic 830-30, “ Translation of Financial Statement”, Translation of amounts from RMB into US$ has been made at the following exchange rates for the respective period: March 31, March 31, Period-end RMB:US$1 exchange rate 6.8717 6.3482 Three months end average RMB:US$1 exchange rate 6.8476 6.3504 ● Related parties Parties, which can be a corporation or an individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence. ● Segment reporting ASC Topic 280, “ Segment Reporting As of March 31, 2023, the Company four operating segments consisted of retail pharmacy, wholesale pharmaceuticals, wholesale medical devices and healthcare products. As of March 31, 2022, the Company four reportable segments consisted of wholesale medical devices, wholesale pharmaceuticals, medical services and retail pharmacies. ● Fair value of financial instruments The carrying value of the Company’s financial instruments (excluding short-term bank borrowing and convertible promissory notes): cash and cash equivalents, accounts and retenti |
The Acquisition of the Guanzan
The Acquisition of the Guanzan Group | 3 Months Ended |
Mar. 31, 2023 | |
The Acquisition of the Guanzan Group [Abstract] | |
THE ACQUISITION OF THE GUANZAN GROUP | 4. THE ACQUISITION OF THE GUANZAN GROUP On February 1, 2020, the Company entered into a stock purchase agreement to purchase the Guanzan Group (the “Guanzan SPA”). Guanzan is a distributor of medical devices whose customers are primarily drug stores, private clinics, pharmaceutical dealers and hospitals in the Southwest of China (the “Guanzan Acquisition”). Guanzan holds business licenses in the PRC such as a Business Permit for Medical Devices and a Recordation Certificate for Business Activities Involving Class II Medical Devices, etc., which qualify Guanzan to engage in the distribution of medical devices in the PRC. Pursuant to the Guanzan SPA, we agreed to purchase all the issued and outstanding shares of the Guanzan Group (the “Guanzan Shares”) for RMB 100,000,000 (approximately $14,285,714) to be paid by the issuance of 190,000 shares of Common Stock and the payment of RMB 80,000,000 (approximately $11,428,571) in cash. The stock consideration was payable at closing and the cash consideration, which was subject to post-closing adjustments based on the performance of the Guanzan Group in the years ending December 31, 2020 and 2021, respectively, was to be paid pursuant to a post-closing payment schedule. The transaction closed on March 18, 2020. Upon the closing, 100% of the Guanzan Shares were transferred to the Company and the stock consideration was issued to the seller. Items Amount Assets Cash and cash equivalents $ 95,220 Accounts receivable 1,835,981 Advances to suppliers 1,222,986 Amount due from related parties 410,943 Inventories 950,225 Prepayments and other receivables 90,256 Property, plant and equipment 707,289 Intangible assets 254,737 Goodwill 6,686,053 Liabilities Short-term bank borrowings (838,926 ) Long-term loans due within one year (250,663 ) Accounts payable, trade (1,303,399 ) Advances from customers (1,350,126 ) Amount due to related parties (106,720 ) Taxes payable (406,169 ) Other payables and accrued liabilities (390,593 ) Long-term loans – noncurrent portion (186,796 ) Non-controlling interests (46,295 ) Total-net assets $ 7,374,000 On November 20, 2020, the parties to the Guanzan SPA entered into a Prepayment and Amendment Agreement (the “Prepayment Agreement”) for the prepayment of a portion of the Guanzan Cash consideration in the amount of RMB 20,000,000 (the “Prepayment”), in the form of shares of Common Stock valued at $15.00 per share, in light of Guanzan’s performance during the period from March 18, 2020 to September 30, 2020. On November 30, 2020, 200,000 shares (after two reverse splits was 4,000 shares) of our Common Stock were issued to the designated assignees of the seller as the prepayment. Upon the approval of the Company’s shareholders, on August 27, 2021, the Company issued 920,000 shares (after two reverse splits was 18,400 shares) of Common Stock as payment in full for the balance of the post-closing consideration for the acquisition of Guanzan. The following reconciles the identified assets acquired and liabilities assumed pursuant to the Guanzan Acquisition and the Prepayment and Amendment Agreement made on November 20, 2020: The value of the shares issued on March 12, 2020 2,717,000 The value of the shares issued on November 30, 2020 839,000 The value of the shares issued on August 27, 2021 3,818,000 Total consideration $ 7,374,000 The fair value of all assets acquired and liabilities assumed is the estimated book value of Guanzan Group. Goodwill represent the excess of the fair value of purchase price over the amounts assigned to the fair value of the assets acquired and the liabilities assumed of Guanzan Group at the acquisition date. Upon the Guanzan Acquisition, the Company recognized its non-controlling interest in Shude in the amount of $46,295, representing the 20% non-controlling equity interest in Shude. Shude is a pharmaceuticals distributor. Shude’s customers include a wide range of clinics, private and public hospitals and pharmacies in the PRC. On April 9, 2021, the Company increased its equity interest in Shude from 80% to 95.2% by making a direct capital investment of $4,892,293 in Shude. |
The Acquisition of the Gyoyitan
The Acquisition of the Gyoyitang Hospital | 3 Months Ended |
Mar. 31, 2023 | |
The Acquisition of the Gyoyitang Hospital [Abstract] | |
THE ACQUISITION OF THE GYOYITANG HOSPITAL | 5. THE ACQUISITION OF THE GYOYITANG HOSPITAL On December 9, 2020, the Company entered into an agreement to acquire all of the outstanding equity of Guoyitang, the owner and operator of a private general hospital in Chongqing City, a southwest city of China, with 100 hospital beds. The aggregate purchase price for Guoyitang was $15,251,807 (RMB 100,000,000). Upon signing the agreement, 400,000 shares of Common Stock and approximately $3,096,119 (RMB 20,000,000) was paid as partial consideration for the purchase of Guoyitang. The transaction closed on February 2, 2021. The balance of the purchase price of approximately $6,100,723 (RMB 40,000,000) was subject to post-closing adjustments based on the performance of Guoyitang in 2021 and 2022. As a result of the performance failure of Guoyitang in 2021, the sellers are not eligible to receive any contingent payments. The following summarizes the identified assets acquired and liabilities assumed pursuant to the Guoyitang Acquisition as of February 2, 2021: Items Amount Assets Cash and cash equivalents $ 28,457 Accounts receivable 11,797 Advances to suppliers 12,670 Amount due from related parties 41,598 Inventories 167,440 Prepayments and other receivables 61,102 Property, plant and equipment 528,814 Right-of-use asset 441,150 Goodwill 7,154,393 Liabilities Accounts payable, trade (599,391 ) Amount due to related parties (183,796 ) Taxes payable (121 ) Other payables and accrued liabilities (231,375 ) Lease liability-current (161,707 ) Lease liability-non current (354,912 ) Total-net assets $ 6,916,119 The fair value of all assets acquired and liabilities assumed is the estimated book value of the Guoyitang. Goodwill represents the excess of the fair value of purchase price over the amounts assigned to the fair value of the assets acquired and the liabilities assumed of Guoyitang at the acquisition date. |
The Acquisition of the Zhongsha
The Acquisition of the Zhongshan Hospital | 3 Months Ended |
Mar. 31, 2023 | |
The Acquisition of the Zhongshan Hospital [Abstract] | |
THE ACQUISITION OF THE ZHONGSHAN HOSPITAL | 6. THE ACQUISITION OF THE ZHONGSHAN HOSPITAL On December 15, 2020, the Company entered into an agreement to acquire Zhongshan Hospital, a private hospital in the east region of China with 65 hospital beds. Zhongshan Hospital is a general hospital known for its complex minimally invasive surgeries. Pursuant to the agreement, the Company agreed to purchase all the issued and outstanding equity interests in Zhongshan Hospital in consideration of approximately $18,515,661 (RMB 120,000,000). As partial consideration, approximately $6,100,723 (RMB 40,000,000) was paid in cash at the closing and 400,000 shares of Common Stock were issued on February 2021. The balance of the purchase price of approximately $6,100,723 (RMB 40,000,000) was subject to post-closing adjustments based on the performance of Zhongshan Hospital in 2021 and 2022. The transaction closed on February 5, 2021. As a result of the performance failure of Zhongshan in the year ended December 31, 2021, the seller is not eligible to receive any contingent payments. The following summarizes the identified assets acquired and liabilities assumed pursuant to the Zhongshan Acquisition as of February 5, 2021: Items Amount Assets Cash and cash equivalents $ 46,748 Accounts receivable 92,900 Inventories 108,413 Prepayments and other receivables 432,231 Property, plant and equipment 344,208 Right-of-use asset 1,188,693 Goodwill 10,443,494 Liabilities Short-term bank borrowings (154,701 ) Accounts payable, trade (928,640 ) Advances from customers (5,603 ) Amount due to related parties (217,203 ) Other payables and accrued liabilities (435,290 ) Lease liability-current (160,774 ) Lease liability-non current (1,102,589 ) Total-net assets $ 9,651,887 The fair value of all assets acquired and liabilities assumed is the estimated book value of the Zhongshan. Goodwill represents the excess of the fair value of purchase price over the amounts assigned to the fair value of the assets acquired and the liabilities assumed of Zhongshan Hospital at the acquisition date. On December 28, 2022, we entered into an agreement to transfer 87% of the equity interests in Zhongshan to the prior owner. As consideration for the transfer, the seller agreed to return to us the 40,037 shares of Common Stock, that were previously issued as part of the closing consideration. The transaction is expected to close in the second quarter of 2023. |
The Acquisition of the Qiangshe
The Acquisition of the Qiangsheng, Eurasia and Minkang Hospitals | 3 Months Ended |
Mar. 31, 2023 | |
The Acquisition of the Qiangsheng, Eurasia and Minkang Hospitals [Abstract] | |
THE ACQUISITION OF THE QIANGSHENG, EURASIA AND MINKANG HOSPITALS | 7. THE ACQUISITION OF THE QIANGSHENG, EURASIA AND MINKANG HOSPITALS On April 9, 2021, the Company and Chongqing Bimai entered into a stock purchase agreement to acquire three private hospitals in the PRC, Qiangsheng, Eurasia and Minkang. Pursuant to the agreement, the Company agreed to purchase all the issued and outstanding equity interests in Qiangsheng, Eurasia and Minkang in consideration of approximately $25,023,555 (RMB162,000,000) to paid by the issuance of 800,000 shares of Common Stock (the “April Stock Consideration”), the value of which was agreed to be RMB 78 million or $12 million and the payment of RMB 84,000,000 (approximately $13,008,734) in cash (the “Cash Consideration”). The first payment of the Cash Consideration was RMB 20,000,000 (approximately $3,097,317). The second and third payments of the Cash Consideration of RMB 64,000,000 (approximately $9,911,416) were subject to post-closing adjustments based on the performance of Qiangsheng, Eurasia and Minkang in 2021 and 2022. The sellers had the choice to receive the second and third payments in the form of the shares of Common Stock valued at $15.00 per share or in cash. The transaction closed on May 6, 2021, at which time the April Stock Consideration was issued. As a result of the performance failure by the three hospitals for the year ended December 31, 2021, the sellers are not eligible to receive any contingent payments. The following summarizes the identified assets acquired and liabilities assumed pursuant to the Qiangsheng, Eurasia and Minkang acquisitions as of May 6, 2021: Items Amount Assets Cash and cash equivalents $ 12,341 Accounts receivable 41,836 Inventories 156,576 Advances and other receivables 40,620 Property, plant and equipment 653,104 Right of use assets 2,168,709 Goodwill 9,067,529 Liabilities Accounts payable (355,980 ) Advances from customers (36,798 ) Tax payable (345,870 ) Other payables and accrued liabilities (311,174 ) Lease liability-current (365,788 ) Lease liability-non-current (1,988,195 ) Total net assets $ 8,736,910 The fair value of all assets acquired and liabilities assumed is the estimated book value of the Qiangsheng, Eurasia and Minkang hospitals. Goodwill represents the excess of the fair value of purchase price over the amounts assigned to the fair value of the assets acquired and the liabilities assumed of Qiangsheng, Eurasia and Minkang Hospitals at the acquisition date. On December 28, 2022, we entered into an agreement to transfer 90% of the equity interests in Qiangsheng, Minkang and Eurasia to the previous owners. As consideration for the transfer, the sellers agreed to return to us the 80,000 shares of Common Stock which were previously issued upon the acquisition of the three hospitals. The sales of Qiangsheng, Minkang and Eurasia are expected to close in the second quarter of 2023. |
The Acquisition of Zhuoda
The Acquisition of Zhuoda | 3 Months Ended |
Mar. 31, 2023 | |
The Acquisition of Zhuoda [Abstract] | |
THE ACQUISITION OF ZHUODA | 8. THE ACQUISITION OF ZHUODA On September 10, 2021, Guanzan entered into an agreement to acquire Zhuoda. Pursuant to the agreement, Guanzan agreed to purchase all the issued and outstanding equity interests in Zhuoda in consideration of $11,400,000 (RMB 75,240,000). The entire purchase consideration was payable in shares of Common Stock. At the closing on September 22, 2021, 440,000 shares of Common Stock valued at RMB 43,560,000, or $150.00 per share (approximately $6,600,000) was issued as partial consideration for the purchase. The remainder of the purchase price of approximately $4,800,000 (RMB 31,680,000), was subject to post-closing adjustments based on the performance of Zhuoda in 2022 and 2023. The transaction closed on October 8, 2021. As the future performance of Zhuoda in 2022 and 2023 was uncertain, the total acquired consideration at the acquisition date and at December 31, 2021 was calculated based on the value of the closing payment without taking into consideration of potential payments based on future performance. The following summarizes the identified assets acquired and liabilities assumed pursuant to Zhuoda acquisition as of October 8, 2021: Items Amount Assets Cash and cash equivalents $ 102,350 Accounts receivable 804,083 Inventories 131,456 Advances and other receivables 886,370 Property, plant and equipment 6,579 Right of use assets 17,160 Goodwill 924,740 Liabilities Short term loan (773,737 ) Accounts payable (56,887 ) Advances from customers (3,778 ) Tax payable (24,787 ) Other payables and accrued liabilities (493,868 ) Lease liability-current (7,217 ) Lease liability-non-current (14,265 ) Total net assets $ 1,498,199 The fair value of all assets acquired and liabilities assumed is the estimated book value of the Zhuoda. Goodwill represents the excess of the fair value of purchase price over the amounts assigned to the fair value of the assets acquired and the liabilities assumed of Zhuoda at the acquisition date. On October 19, 2022, the Company entered into an agreement to sell Zhuoda to its former owners. Pursuant to the agreement, the Company will sell 100% of the equity interests in Zhuoda that it previously purchased for 44,000 shares of its common stock. The shares will be returned to the Company as the full consideration of the sale of the interests in Zhouda. In connection with the execution of the agreement, the parties also agreed to terminate the original agreement, and that none of the parties or any of their related parties will have any debt, obligation or liability to the original sellers in connection with or resulting from the earnout payment under the original agreement. The Company closed this transaction in November 2022. |
The Sale of Zhuoda
The Sale of Zhuoda | 3 Months Ended |
Mar. 31, 2023 | |
The Sale of Zhuoda [Abstract] | |
THE SALE OF ZHUODA | 9. THE SALE OF ZHUODA The Company’s wholly-owned Guanzan subsidiary agreed to sell its 100% equity interest in Zhuoda and Zhuoda’s wholly-owned subsidiary, Qianmei, to the former owner. Guanzan had previously purchased Zhuoda for 44,000 shares of the Company’s Common Stock. As consideration for the sale, the buyer will return the 44,000 shares to the Company. The transaction closed.effective November 23, 2022, when 100% of the equity interests in Zhuoda were transferred to the former owners and the 44,000 shares of Common Stock were returned to us. The summarized operating results of the Zhuoda and its subsidiary in the Company’s condensed consolidated statements of operations for the year ended December 31, 2022 consisted of the following: For the year ended 2022 Revenues $ 2,713,818 Cost of revenues 2,314,877 Gross profit 398,941 Operating expense 392,875 Other income (expense) (45,146 ) Loss before income taxes (39,080 ) Income tax expense 1,425 Net income/(loss) from discontinued operations $ (40,505 ) The assets and liabilities for the discontinued operations of Zhuoda consisted of the following items as of December 31, 2022 and December 31, 2021: December 31, December 31, 2022 2021 Assets from discontinued operations Current assets Cash and cash equivalents $ 13,922 $ 100,678 Accounts receivable, net 1,951,997 984,030 Advances to suppliers 67,561 118,365 Amount due from related parties - - Inventories, net 101,059 162,882 Prepayments and other receivables 720,365 725,881 Operating lease-right of use assets - - Total current assets 2,854,904 2,091,836 Non-current assets Deferred tax assets - - Property, plant and equipment, net 1,442 2,507 Intangible assets, net - - Operating lease-right of use assets 10,044 15,959 Goodwill - - Long-term investment - - Total non-current assets 11,486 18,466 Total assets from discontinued operations $ 2,866,390 $ 2,110,302 Liabilities from discontinued operations Current liabilities Short-term loans $ 154,288 $ 795,583 Long-term loans due within one year - - Convertible promissory notes, net - - Accounts payable, trade 1,301,712 265,731 Advances from customers - 723 Amount due to related parties - - Taxes payable 441 218 Other payables and accrued liabilities 162,362 468,970 Lease liability-current 7,693 8,102 Total current liabilities 1,626,496 1,539,327 Non-current liabilities Lease liability-non current 6,976 12,727 Long-term loans – non-current 330,242 - Total non-current liabilities 337,218 12,727 Total liabilities 1,963,714 1,552,054 |
Accounts Receivable
Accounts Receivable | 3 Months Ended |
Mar. 31, 2023 | |
Accounts Receivable [Abstract] | |
ACCOUNTS RECEIVABLE | 10. ACCOUNTS RECEIVABLE The majority of the Company’s pharmacy retail revenues are derived from cash sales, except for sales to the government social security bureaus or commercial health insurance programs, which typically settle once a month. The Company routinely evaluates the need for allowance for doubtful accounts based on specifically identified amounts that the management believes to be uncollectible. If the actual collection experience changes, revisions to the allowance may be required. As of March 31, 2023 and December 31,2022, accounts receivable consisted of the following: March 31, December 31, Accounts receivable, cost $ 5,541,944 $ 4,813,160 Less: allowance for doubtful accounts (1,626,571 ) (1,604,874 ) Accounts receivable, net $ 3,915,373 $ 3,208,286 Due to subsequent collections, the Company reversed an allowance for doubtful accounts of $584 for the three months ended, March 31, 2022. |
Advances to Suppliers
Advances to Suppliers | 3 Months Ended |
Mar. 31, 2023 | |
Advances to Suppliers [Abstract] | |
ADVANCES TO SUPPLIERS | 11. ADVANCES TO SUPPLIERS Advances to suppliers represent the amount the Company prepaid to its suppliers for merchandises for sale in the ordinary course of business. As of March 31, 2023 and December 31, 2022, the Company reported advances to suppliers as follow: March 31, December 31, Advances to suppliers, cost $ 7,260,331 $ 6,589,759 Less: allowance for doubtful accounts - - Advances to suppliers, net $ 7,260,331 $ 6,589,759 No bad debt expenses were accrued for doubtful accounts relating to advances to suppliers for the three months ended March 31, 2023 and 2022, respectively. |
Inventories
Inventories | 3 Months Ended |
Mar. 31, 2023 | |
Inventories [Abstract] | |
INVENTORIES | 12. INVENTORIES The Company’s inventories consist of medicine and medical devices that were purchased from third parties and sold in our retail pharmacy stores and wholesale to third party pharmacies, clinics, hospitals, etc. Inventories consisted of the following: March 31, December 31, Pharmaceuticals $ 7,924,362 $ 7,067,613 Medical devices 568,926 614,231 Less: allowance for obsolete and expired inventory (27,975 ) (27,602 ) $ 8,465,313 $ 7,645,242 For the three months ended March 31, 2023 and 2022, respectively, the Company accrued allowances of $27,975 and $30,282 for obsolete and expired items. |
Prepayments and Other Receivabl
Prepayments and Other Receivables | 3 Months Ended |
Mar. 31, 2023 | |
Prepayments and Other Receivables [Abstract] | |
PREPAYMENTS AND OTHER RECEIVABLES | 13. PREPAYMENTS AND OTHER RECEIVABLES Prepayments and other receivables represent the amount that the Company prepaid as rent deposits for its retail stores, hospitals and office space, special medical device purchase deposits, prepaid rental fee and professional services, advances to employees in the ordinary course of business, VAT deductibles and other miscellaneous receivables. The table below sets forth the balances as of March 31, 2023 and December 31, 2022. March 31, December 31, Deposit for rentals $ 151,401 $ 132,960 Prepaid expenses and improvements of offices 56,879 56,121 Deposit for purchase of medical devices 169,019 166,765 Deposit for sales platform 21,450 24,337 Deferred offering cost - - Receivables form third party 54,700 66,986 VAT deductibles 890,173 229,754 Others 44,251 694,031 Less: allowance for doubtful accounts (24,198 ) (23,875 ) Prepayments and other receivables, net $ 1,363,675 1,347,079 Management evaluates the recoverable value of these balances periodically according to the Company’s policy of credit and allowance for doubtful accounts. For the three months ended March 31, 2023 and 2022, the Company recorded bad debt expenses of $24,198 and $26,193, respectively. |
Property, Plant and Equipment
Property, Plant and Equipment | 3 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] [Standard Label] | |
PROPERTY, PLANT AND EQUIPMENT | 14. PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment consisted of the following: March 31, December 31, Buildings $ 759,659 $ 749,526 Office equipment 233,717 132,329 Electronic equipment 37,761 37,257 Furniture 31,179 30,764 Vehicles 153,257 168,512 Medical equipment 937,790 925,281 Leasehold Improvements 599,660 598,677 2,753,023 2,642,346 Less: accumulated depreciation (961,520 ) (938,926 ) Property, plant and equipment, net $ 1,791,503 $ 1,703,420 Depreciation expense for the three months ended March 31, 2023 and 2022 were $46,091 and $85,322, respectively. |
Intangible Assets
Intangible Assets | 3 Months Ended |
Mar. 31, 2023 | |
Intangible Assets [Abstract] | |
Intangible assets | 15. Intangible assets March 31, December 31, Software $ 19,944 $ 19,679 Trademark use right 500,000 - Less: accumulated amortization (7,709 ) (3,496 ) Intangible assets, net $ 512,235 $ 16,183 Amortization expense for the three months ended March 31, 2023 and 2022 were $7,709 and $3,837, respectively. |
Long-Term Investment
Long-Term Investment | 3 Months Ended |
Mar. 31, 2023 | |
Long Term Investment [Abstract] | |
LONG-TERM INVESTMENT | 16. LONG-TERM INVESTMENT March 31, December 31, Long-term investment in Phenix Bio Inc $ - $ 1,800,000 Total long-term investment $ - $ 1,800,000 On July 5, 2022, we entered into a stock purchase agreement (as amended on February 27, 2023) with Mr. Fnu Oudom, the Chairman of our board of directors, whereby we agreed to acquire 100% of the equity interests in Phenix Bio Inc. (“Phenix”), a distributor of healthcare products in consideration of $1,800,000. The transaction closed effective March 15, 2023. The aggregate purchase price for the equity interests in Phenix was $180,000 in cash, which has been paid, plus 5,270,000 shares of the Company’s common stock, of which 270,000 shares will be issued upon the approval of the issuance by the Company’s shareholders and the balance of 5,000,000 shares will be issued if the aggregate net profit generated by Phenix is at least $2,500,000 in calendar year 2023 or in any fiscal quarter of 2023. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2023 | |
Leases [Abstract] | |
LEASES | 17. LEASES Balance sheet information related to the Company’s operating leases was as follows: March 31, December 31, Operating Lease Assets Operating lease $ 3,028,518 $ 2,942,265 Total operating lease assets $ 3,028,518 $ 2,942,265 Operating Lease Obligations Current operating lease liabilities $ 665,115 532,630 Non-current operating lease liabilities $ 2,587,353 2,574,751 Total Lease Liabilities $ 3,252,468 3,107,381 Lease liability maturities as of March 31, 2023, are as follows: March 31, 2023 826,567 2024 830,667 2025 822,675 2026 795,581 2027 and Thereafter 605,797 Total minimum lease payments 3,881,287 Less: Amount representing interest (628,819 ) Total 3,252,468 |
Goodwill
Goodwill | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill [Abstract] | |
GOODWILL | 18. GOODWILL Changes in the carrying amount of goodwill consisted of the following: March 31, December 31, Beginning balance $ 8,376,217 $ 8,376,217 Disposal of Zhuoda (924,740 ) (924,740 ) Addition during the year - - Impairment during the year (5,385,811 ) (5,385,811 ) Goodwill $ 2,065,666 $ 2,065,666 The goodwill associated with the acquisitions of: (i) Guanzan of $6,914,232; (ii) Guoyitang of $7,154,393; (iii) Zhongshan of $10,443,494, (iv) Minkang, Qiangsheng and Eurasia of $9,067,529, were initially recognized at the acquisition closing dates. Zhuoda was sold in 2022. As of March 31, 2023 and December 31, 2022, goodwill was $2,065,666 and $2,065,666, respectively. No impairment losses were recognized for the three months ended March 31, 2023 and 2022. |
Loans
Loans | 3 Months Ended |
Mar. 31, 2023 | |
Loans [Abstract] | |
LOANS | 19. LOANS Short-term loans March 31, December 31, China Minsheng Bank $ 116,419 $ 114,867 Postal Savings Bank of China 713,070 703,558 Total $ 829,489 $ 818,425 For the three months ended March 31, 2023 and 2022, interest expense on short-term loans amounted to $6,351 and $21,269, respectively. Long-term loans March 31, December 31, China Construction Bank Chongqing Zhongxian Sub-branch - 59,926 We Bank 323,260 360,825 Subtotal of long-term loans 323,260 420,751 Less: current portion (163,183 ) (105,965 ) Total Long-term loans – noncurrent portion $ 160,077 $ 314,786 For the three months ended March 31, 2023 and 2022, interest expense on long-term loans amounted to $14,058 and $22,319, respectively. |
Convertible Promissory Notes an
Convertible Promissory Notes and Embedded Derivative Instructions | 3 Months Ended |
Mar. 31, 2023 | |
Convertible Promissory Notes and Embedded Derivative Instructions [Abstract] | |
CONVERTIBLE PROMISSORY NOTES AND EMBEDDED DERIVATIVE INSTRUCTIONS | 20. CONVERTIBLE PROMISSORY NOTES AND EMBEDDED DERIVATIVE INSTRUCTIONS On May 18, 2020, we entered into a securities purchase agreement (the “May SPA”) with two institutional investors (the “Institutional Investors”) to sell convertible notes having a face amount of $6,550,000 at an aggregate original issue discount of 19.85% (the “2020 Notes”) and ranking senior to all outstanding and future indebtedness of the Company. The 2020 Notes do not bear interest except upon the occurrence of an event of default. Each Institutional Investor also received a warrant (the “Institutional Investor 2020 Warrant”) to purchase 325,000 shares of Common Stock at an initial exercise price of $14.225 per share (post-Split price (as defined below) and subject to the Event Market Price Adjustment). The placement agent for the private placement received a warrant (the “Placement Agent 2020 Warrant”, together with the Institutional Investor 2020 Warrant, the “2020 Warrants”) to purchase up to 10% of the aggregate number of shares of Common Stock at an initial exercise price of $14.225 per share (post-Split price and subject to the Event Market Price Adjustment), subject to increase based on the number of shares Common Stock issued pursuant to the 2020 Notes. Pursuant to the May SPA, two 2020 Notes each in the face amount of $2,225,000 were issued to the Institutional Investors in consideration of the payment of $1,750,000 in cash for each 2020 Note. The May SPA, the 2020 Notes and the warrants provided that each and every reference to share prices, shares of Common Stock and any other numbers therein that relate to the Common Stock will be automatically adjusted for any stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions that occur with respect to the Common Stock (each, a “Stock Combination Event”, and such date thereof, the “Stock Combination Event Date”) thereafter. The May SPA, the 2020 Notes and the 2020 Warrants further provided if after a Stock Combination Event, the Event Market Price is less than the conversion price (in the case of the Convertible Notes) or the exercise price (in the case of the warrants) then in effect (after giving effect to the above adjustments), then on the sixteenth (16th) trading day immediately following such Stock Combination Event Date, the conversion price or exercise then in effect on such sixteenth (16th) trading day (after giving effect to the above adjustments) will be reduced (but in no event increased) to the Event Market Price. “Event Market Price” means, with respect to any Stock Combination Event Date, the quotient determined by dividing (x) the sum of the dollar volume-weighted average price of the Common Stock for each of the five (5) trading days with the lowest dollar volume-weighted average price of the Common Stock during the fifteen (15) consecutive trading day period ending and including the trading day immediately preceding the sixteenth (16th) trading day after such Stock Combination Event Date, divided by (y) five (5). The price adjustment described in this paragraph is hereinafter referred to as the “Event Market Price Adjustment.” The 2020 Notes, which matured on the eighteen-month anniversary of the issuance date, were payable in installments and were convertible at the election of the investors at the conversion price of $12.95 per share (post-Split Price and subject to the Event Market Price Adjustment), subject to adjustment in the event of default. Each investor also received a warrant to purchase 130,000 shares of Common Stock at an initial exercise price of $14.23 per share (post-Split Price and subject to the Event Market Price Adjustment). The placement agent for the private placement received a warrant to purchase up to 34,369 shares of Common Stock at an initial exercise price of $14.23 per share (post-Split Price and subject to the Event Market Price Adjustment), subject to increase based on the number of shares of Common Stock issued pursuant to the 2020 Notes. Pursuant to the May SPA, additional convertible notes in an aggregate original face amount not to exceed $2,100,000 (the “Additional Notes”) could also be issued to the Institutional Investors under certain circumstances. On February 24, 2021, we entered into an amendment to the May SPA with the Institutional Investors to increase the amount of the Additional Notes by $3,300,000 to $5,400,000. On February 26, 2021, Additional Notes in an aggregate original principal amount of $5,400,000 were issued to the Institutional Investors, together with the issuance of warrants to acquire an aggregate of 152,000 shares of Common Stock at an initial exercise price of $14.23 per share (post-Split Price and subject to the Event Market Price Adjustment). The placement agent for the private placement received a warrant to purchase up to 34,749 shares of our Common Stock at an initial exercise price of $14.23 per share post-Split Price and (subject to the Event Market Price Adjustment), subject to increase based on the number of shares of Common Stock issued pursuant to the Additional Notes. On November 18, 2021, we entered into a securities purchase agreement (the “November SPA”) with the same two Institutional Investors to sell them a series of senior convertible notes (the “2021 Notes”) with an original issue discount of 20% and ranking senior to all outstanding and future indebtedness of the Company in a private placement. Each Institutional Investor paid $3,250,000 in cash for a 2021 Note in the face amount of $3,900,000. The November SPA also provided for the issuance of additional 2021 Notes in an aggregate original principal amount not to exceed $3,900,000 under certain circumstances. The November SPA also contains provisions about the Market Event Price. The 2021 Notes, which were issued on November 22, 2021, mature on the eighteen-month anniversary of the issuance date, are payable by the Company in installments and are convertible at the election of the Institutional Investors at the conversion price of $3.25 (post-Split Price and subject to the Event Market Price Adjustment), which is subject to adjustment in the event of default. Each Institutional Investor also received a warrant (the “Institutional Investor 2021 Warrant”) to purchase 180,000 shares of Common Stock at an initial exercise price of $3.55 per share (subject to the Event Market Price Adjustment). The placement agent for the private placement received a warrant (the “Placement Agent 2021 Warrant”, together with the Institutional Investor 2021 Warrant, the “2021 Warrants”) to purchase up to 8% of the aggregate number of shares of Common Stock at an initial exercise price of $3.55 per share (post-Split Price and subject to the Event Market Price Adjustment), subject to increase based on the number of shares Common Stock issued pursuant to the 2021 Notes. The Company implemented a reverse stock split (the “Split”) on February 2, 2022 at the ratio of 5 to 1. The 2020 Notes were fully converted before the Split, and therefore no price adjustment was actually implemented at the conversion, although the price information provided above about the 2020 Notes was post-split price. The conversion price of the 2021 Notes and the exercise price of the 2020 Warrants and the 2021 Warrants will be adjusted pursuant to the Event Market Price formula upon conversion or exercise. There has been no conversion of the 2021 Notes or exercise of the 2020 Warrants or the 2021 Warrants as of the date of this report. Upon evaluation, the Company determined that the two agreements contained embedded beneficial conversion features which met the definition of Debt with Conversion and Other Options covered under the Accounting Standards Codification topic 470 (“ASC 470”). According to ASC 470, an embedded beneficial conversion feature present in a convertible instrument shall be recognized separately at issuance by allocating a portion of the proceeds equal to the intrinsic value of that feature to additional paid-in capital. March 31, December 31, Convertible note – principal $ 1,108,785 $ 1,108,785 Convertible note – discount (334,800 ) - $ 773,985 $ 1,108,785 Additionally, the Company accounted for the embedded conversion option liability in accordance with the Accounting Standards Codification topic 815, Accounting for Derivative Instruments and Hedging Activities (“ASC 815”) as well as related interpretation of this standard. In accordance with these standards, derivative instruments are recognized as either assets or liabilities in the balance sheet and are measured at fair values with gains or losses recognized in earnings. Embedded derivatives that are not clearly and closely related to the host contract are bifurcated and are recognized at fair value with changes in fair value recognized as either a gain or loss in earnings. The Company determines the fair value of derivative instruments and hybrid instruments based on available market data using appropriate valuation models, giving consideration to all of the rights and obligations of each instrument. The initial fair value of the embedded conversion option liability associated with each Note was valued using the Black-Scholes model. The assumptions used in the Black-Scholes option pricing model are as follows: March 31, December 31, Dividend yield $ 0 % $ 0 % Expected volatility 171 % 171 % Risk free interest rate 0.87 % 0.87 % Expected life (year) 1.42 1.42 The value of the conversion option liability underlying the Notes and Convertible Notes as of March 31, 2023 and December 31,2022 were nil nil |
Other Payables and Accrued Liab
Other Payables and Accrued Liabilities | 3 Months Ended |
Mar. 31, 2023 | |
Other Payables and Accrued Liabilities [Abstract] | |
OTHER PAYABLES AND ACCRUED LIABILITIES | 21. OTHER PAYABLES AND ACCRUED LIABILITIES Other payables and accrued liabilities consisted of the following: March 31, December 31, Salary payable $ 276,635 $ 411,043 Salary payable – related party (1) 2,210,333 2,135,333 Accrued operating expenses (900 ) (900 ) Other payables 613,861 630,097 $ 3,099,929 $ 3,175,574 (1) The Company entered into the Song Agreement with Mr. Tiewei Song dated October 1, 2019, as its Chief Executive Officer for a term of two years commencing October 1, 2019 with base annual cash compensation of $500,000. The Song Agreement was renewed on October 28, 2021 for one year with an annual base salary of $1,000,000 in cash and annual stock compensation of 1,000,000 shares of the Company’s Common Stock. We have not paid any cash compensation to Mr. Song as of the date of this quarterly report. The Company entered into the employment Agreement with Ms. Baiqun Zhong dated January 27, 2022, as the Interim CFO from May 21, 2021 until July 14, 2021 with base annual cash compensation of $250,000. We have not paid any cash compensation to Ms. Zhong as of the date of this quarterly report. On January 27, 2022, the Company entered into an employment agreement with Mr. Xiaping Wang for a term of one year, effective January 1, 2022.Mr. Wang’s compensation will consist of an annual salary of $500,000 in cash and stock compensation of 500,000 shares of the Company’s common stock. We have not paid any cash compensation to Mr. Wang as of the date of this quarterly report, |
Related Parties and Related Par
Related Parties and Related Parties Transactions | 3 Months Ended |
Mar. 31, 2023 | |
Related Parties and Related Parties Transactions [Abstract] | |
RELATED PARTIES AND RELATED PARTIES TRANSACTIONS | 22. RELATED PARTIES AND RELATED PARTIES TRANSACTIONS Amounts due to related parties and mid-level management personnel As of March 31, 2023 and December 31,2022, the total amounts payable to related parties and mid-level management was $2,519,803 and $4,600,441, respectively, which included: 1. March 31, 2023 and December 31, 2022, Amount payable to Mr. Yongquan Bi, the former Chief Executive Officer and Chairman of the Board of directors of the Company, of Nil 2. As of March 31, 2023 and December 31, 2022, Amount payable to Mr. Li Zhou, the legal representative (general manager) of Guanzan, of Nil 3. As of March 31, 2023 and December 31, 2022, Amounts payable to Mr. Fuqing Zhang, the Chief Executive Officer of Xinrongxin of $ Nil 4. As of March 31, 2023 and December 31, 2022, amounts payable to Mr. Youwei Xu, the financial manager of Xinrongxin were $11,943 and $11,784, respectively, free of interest and due on demand. The amount due to Mr. Xu, relates to reimbursable operating expenses that was owed to Mr. Xu prior to the acquisition of Boqi Zhengji. 5. As of March 31, 2023 and December 31, 2022, the amounts payable to Shaohui Zhuo, the general manager of Guoyitang, were $4,734 and $4,671, respectively, which amounts were used for daily operations and did not bear any interest. 6. As of March 31, 2023 and December 31, 2022, the amounts payable to Nanfang Xiao, a director of Guoyitang, were $10,623 and $10,482, respectively, which amounts were used for daily operations and did not bear any interest. 7. As of March 31, 2023 and December 31, 2022, Amounts payable to Jia Song, the manager of Guoyitang, were $4,446 and $4,385, respectively, which amounts were used for daily operations and did not bear any interest. 8. As of December 31, 2022, Other payable to Mr. Fnu Oudom of $3,620,000, was for $2,000,000 personal loan with 6% interest rate on December 6, 2022, and $1,620,000 for the remaining balance for sale of Phenix. The transaction closed effective March 15, 2023 when 100% of equity interests in Phenix were transferred to the Company and the closing consideration was paid. 9. As of December 31, 2022, Other payable to Mr. Song Tie Wei of $ 500,000, was a personal loan on October 28, 2022, with a term of three months from November 3, 2022 to February 3, 2023. No interest is payable if loan is return on time. 1% interest has accrued since March 3, 2023. As of filing date, this loan has not been repaid and per the agreement, the loan shall be automatically extended till the principal amount and all accrued interest are paid in full. |
Stock Equity
Stock Equity | 3 Months Ended |
Mar. 31, 2023 | |
Stockholders' Equity [Abstract] | |
STOCK EQUITY | 23. STOCK EQUITY The Company is authorized to issue 200,000,000 shares of Common Stock, $0.001 par value. As of March 31, 2023 and December 31,2022, there were 10,359,264 shares and 34,255,000 shares outstanding, respectively. On April 20, 2019 and October 7, 2019, the Company issued an aggregate of 300,000 shares of Common Stock as a part of the consideration for the acquisition of Boqi Zhengji. On March 12, 2020, the Company issued 190,000 shares of Common Stock as the Guanzan Stock Consideration. From April 6, 2020 through October 20, 2020, Power Up Lending Group Ltd., Crown Bridge Partners, LLC, Labrys Fund, LP, Morningview Financial, LLC,TFK Investments LLC, BHP Capital NY Inc., Firstfire Global Opportunities Fund, LLC and Platinum Point Capital LLC converted $1,534,250 of convertible notes plus interest into an aggregate of 331,643 shares of Common Stock. On November 30, 2020, the Company issued 200,000 shares of Common Stock as the prepayment of the outstanding cash consideration for the Guanzan acquisition. On December 2, 2020, Hudson Bay Master Fund Ltd (“Hudson Bay”), an institutional investor, converted $ 173,154 of a 2020 Note into an aggregate of 25,125 shares of Common Stock. From December 2, 2020 until March 31, 2023, the Institutional Investor, CVI Investments, Inc.(“CVI”), converted $609,615 of a 2020 Note into 89,492 shares of Common Stock. From January 4, 2021 to February 9, 2021, Hudson Bay converted 2020 Notes in the aggregate principal amount of $ 2,150,000 into 276,943 shares of Common Stock. From January 4, 2021 to March 1, 2021, CVI converted 2020 Notes in the aggregate principal amount of $ 2,150,000 into 227,731 shares of the Common Stock. On February 2, 2021, the Company issued 40,000 shares of Common Stock in connection with the purchase of Guoyitang Hospital. On February 3, 2021, a holder of a convertible note issued on December 16, 2019 converted a part of the note in the aggregate principal amount of $ 74,473 plus interest into 20,706 shares of Common Stock. On February 11, 2021, the Company issued 5,000 shares of Common Stock to Real Miracle Investments Limited in consideration for consulting services. On March 26, 2021, the Company issued 40,000 shares of Common Stock as part of the Zhongshan acquisition. On April 20, 2021, the Company issued 80,000 shares of Common Stock as partial consideration for the acquisition of the Minkang, Qiangsheng and Eurasia hospitals. On April 29, 2021, the Company issued 10,000 shares of Common Stock as payment for improvements to offices located in Chongqing. On June 18, 2021, 32,500 shares of Common Stock were issued to CVI with respect to its cashless exercise of 650,000 warrants that were issued in 2020. On July 23, 2021, the Company issued 30,000 shares of Common Stock as payment for salary to three employees. From August 26, 2021 to November 30, 2021, Hudson Bay converted 2020 Notes in the aggregate principal amount of $2,400,000 into 970,173 shares of Common Stock. From August 26, 2021 to November 30, 2021, CVI converted 2020 Notes in the aggregate principal amount of $3,000,000 into 1,183,251 shares of Common Stock. On August 27, 2021, the Company issued 92,000 shares of Common Stock in full payment of the balance of the post-closing consideration for the acquisition of Guanzan. On September 22, 2021, the Company issued 44,000 shares of Common Stock as the initial consideration for the acquisition of Zhuoda. On January 7, 2022, the Company issued 600,000 shares of Common Stock as the initial consideration for the acquisition of Mali Hospital. On January 24, 2022, the Company issued 1,000,000 shares of Common Stock as salary for Mr. Tiewei Song. On January 27, 2022, the Company entered into an employment agreement with Mr. Xiaping Wang for a term of one (1) year, effective January 1, 2022. Under the agreement, Mr. Wang’s compensation will consist of an annual salary of $500,000 in cash and stock compensation of 500,000 shares of the Company’s common stock. The Company issued 500,000 shares of our common stock to Mr. Wang on February 1,2022. On February 1, 2022, the Company issued 50,000 shares of Common Stock to Chongqing Jinmujinyang (Jiulongpo) Law Firm (a/k/a in English: Chongqing Kingmoon & Kingyang (Jiulongpo) Law Firm) as payment for services under a legal consulting agreement dated January 1, 2022. On February 2, 2022, the Company issued a press release announcing a 1-for-5 reverse stock split of its common stock would become effective on February 3, 2022. On July 18, 2022, 12,500,000 shares of Common Stock were issued to Mr. Fnu Oudom in consideration of $5 million after obtaining the approval of stockholders at the Company’s 2022 annual meeting of shareholders. On December 8, 2022, the Company issued a press release announcing that a 1-for-10 reverse stock split of its common stock would become effective on December 9, 2022. On November 23, 2022, the Zhouda sale transaction closed, when 100% of the equity interests in Zhuoda were transferred to the buyers and the 44,000 shares of the Company’s common stock were returned to the Company as the full consideration. From the legal perspective, the Reverse Split applied to the issued shares of the Company on the date of the Reverse Split and does not have any retroactive effect on the Company’s shares prior that date. However, for accounting purposes only, references to our ordinary shares in this annual report are stated as having been retroactively adjusted and restated to give effect to the Reverse Split, as if the Reverse Split had occurred by the relevant earlier date. |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended |
Mar. 31, 2023 | |
Net Loss Per Share [Abstract] | |
NET LOSS PER SHARE | 24. NET LOSS PER SHARE Basic net loss per share is computed using the weighted average number of common shares outstanding during the year. The dilutive effect of potential common shares outstanding is included in diluted net loss per share. Due to the Company’s net loss from its continuing operations, all potential common share issuances had anti-dilutive effect on net loss per share. The following table sets forth the computation of basic and diluted net loss per share for the three months ended March 31, 2023 and 2022: For the three months ended 2023 2022 Net loss from continuing operation attributable to common shareholders $ (860,635 ) $ (2,975,642 ) Net Income from discontinued operation attributable to common shareholders (23,129 ) - Total net loss attributable to common shareholders (883,764 ) (2,975,642 ) Weighted average number of common shares outstanding – Basic and diluted 3,834,443 10,087,665 loss per share – basic and diluted: Continuing operations $ (0.22 ) $ (0.29 ) Discontinued operations (0.01 ) - Total $ (0.23 ) $ (0.29 ) |
Segments
Segments | 3 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
SEGMENTS | 25. SEGMENTS General Information of Reportable Segments For the three months ended March 31, 2023, and 2022, the Company operated in four reportable segments in the PRC. As of March 31, 2023, the Company had four operating segments: retail pharmacy, wholesale pharmaceuticals, wholesale medical devices and healthcare products. The retail pharmacy segment sells prescription and OTC medicines, TCM, healthcare supplies and sundry items to retail customers through its directly-owned pharmacies and authorized retail stores. The wholesale pharmaceuticals segment includes supplying prescription and OTC medicines, TCM, healthcare supplies and sundry items to clinics, third party pharmacies, hospitals and other drug wholesalers. There were no inter-segment revenues between our retail pharmacy and wholesale pharmaceuticals segments. The wholesale medical device segment distributes medical devices, including medical consumables to private clinics, hospitals, third party pharmacies and other medical device dealers. Healthcare products includes cardiovascular product, anti-insomnia and depression product, male aphrodisiac product, women’s menopausal syndrome product, gout product and immune enhancer/ vaccine sequelae product. As of March 31, 2022, the Company had four reportable segments: wholesale medical devices, wholesale pharmaceuticals, medical services and retail pharmacies. The wholesale medical devices segment distributes medical devices, including medical consumables to drug stores, private clinics, pharmaceutical dealers and hospitals. The wholesale pharmaceuticals segment includes supplying prescription and OTC medicines, TCM, healthcare supplies and sundry items to clinics, third party pharmacies, hospitals and other drug vendors. The medical services segment includes the hospitals acquired in 2021.The retail pharmacy segment sells prescription and OTC medicines, traditional Chinese medicines (“TCM”), healthcare supplies, and sundry items to retail customers through its directly-owned pharmacies and authorized retail stores. To date, there were no inter-segment revenues between our retail pharmacy and wholesale pharmaceuticals segments. The segments’ accounting policies are the same as those described in the summary of significant accounting policies. The Company’s chief operating decision maker (“CODM”), who is the CEO of the Company, evaluates performance of each of the segments based on profit or loss from continuing operations net of income tax. The Company’s reportable business segments are strategic business units that offer different products. Each segment is managed independently because they require different operations and markets to distinct classes of customers. Information about Operating Segment Profit or Loss and Segment Assets BIMI, as the holding company, incurred a significant amount of general operating expenses, such as financing costs, that the Company’s chief operating decision maker did not allocate to segments to evaluate the segments performance and allocate recourses of the Company. In addition, except for depreciation and amortization of long-lived assets, the Company does not allocate the change in fair value of derivative liabilities and the amortization of discount of convertible notes to reporting segments in its reported profit or loss. The following amounts were used by the chief operating decision maker. For three months ended March 31, 2023 Retail pharmacy Medical device wholesale Drugs wholesale Healthcare products sales Medical services Others Total Revenues from external customers $ 210,246 $ 158,141 $ 806,742 $ 2,022,508 $ - $ - $ 3,197,637 Cost of revenues $ 133,455 $ 98,939 $ 772,272 $ 501,112 $ - $ 1,618 $ 1,507,396 Depreciation, depletion, and amortization expense $ 4,579 $ 11,434 $ - $ 8,943 $ - $ 2,547 $ 27,503 Profit (loss) $ (66,917 ) $ (206,263 ) $ (16,486 ) $ 1,395,494 $ 908 $ (1,976,314 ) $ (869,578 ) Total assets $ 471,553 $ 3,913,199 $ 12,987,234 $ 3,996,806 $ 1,073,740 $ 7,882,848 $ 30,325,380 For three months ended March 31, 2022 Retail Medical Drugs Medical Others Total Revenues from external customers $ 65,156 $ 2,137,253 $ 512,302 $ - $ - $ 2,714,711 Cost of revenues $ 40,192 $ 1,835,465 $ 466,710 $ - $ - $ 2,342,367 Depreciation, depletion, and amortization expense $ 3,481 $ 12,329 $ 79 $ - $ 3,358 $ 19,247 Profit (loss) $ (102,615 ) $ 114,476 $ (171,166 ) $ - $ (2,816,338 ) $ (2,975,643 ) Total assets $ 253,906 $ 4,590,217 $ 8,218,069 $ - $ 16,205,774 $ 29,267,966 Reconciliations of Operating Segment Revenues, Profit or Loss, and Assets, to the Consolidated Totals as of March 31, 2023 and March 31,2022 and for the Three Months ended March 31, 2023 and 2022. Three months ended >>Revenues Total revenues of operating segments $ 3,443,413 Other revenues - Elimination of intersegments revenues (245,776 ) Total consolidated revenues $ 3,197,637 >> Profit or loss Total loss from operating segments $ 1,106,737 Elimination of intersegments profit or loss (133,455 ) Unallocated amount: Amortization of discount of convertible notes - Other corporation expense (1,842,860 ) Total net loss $ (869,578 ) >>Assets Total assets of operating segments $ 38,388,388 Elimination of intersegments receivables (13,588,019 ) Unallocated amount: Other unallocated assets – Phenix Bio Inc Other unallocated assets – Xinrongxin - Other unallocated assets – Liaoning Boyi 31,069 Other unallocated assets – Dalian Boyi 4,028 Other unallocated assets – Chongqing Bimai 1,071,003 Other unallocated assets – BIMI 4,418,911 Total consolidated assets $ 30,325,380 Three months ended >>Revenues Total revenues of operating segments $ 2,719,977 Other revenues - Elimination of intersegments revenues (5,266 ) Total consolidated revenues $ 2,714,711 >> Profit or loss Total loss from operating segments $ (159,306 ) Elimination of intersegments profit or loss - Unallocated amount: Amortization of discount of convertible notes (771,124 ) Other corporation expense (2,045,213 ) Total net loss $ (2,975,643 ) >>Assets Total assets of operating segments $ 41,860,113 Elimination of intersegments receivables (15,156,049 ) Unallocated amount: Other unallocated assets – Xinrongxin 4,571 Other unallocated assets – Liaoning Boyi 33,631 Other unallocated assets – Dalian Boyi 4,885 Other unallocated assets – Chongqing Bimai 1,728,643 Other unallocated assets – BIMI 792,172 Total consolidated assets $ 29,267,966 |
Entity-Wide Information and Con
Entity-Wide Information and Concentrations of Risk | 3 Months Ended |
Mar. 31, 2023 | |
Entity-Wide Information and Concentrations of Risk [Abstract] | |
ENTITY-WIDE INFORMATION AND CONCENTRATIONS OF RISK | 26. ENTITY-WIDE INFORMATION AND CONCENTRATIONS OF RISK Entity-Wide Information (a) Revenues from each type of products For the three months ended March 31, 2023 and 2022, respectively, the Company reported revenues for each type of product and service as follows: For the three months ended 2023 2022 Medical devices $ 158,141 $ 2,137,253 Healthcare products 2,022,508 - Wholesale pharmaceuticals 806,742 512,302 Pharmacy retail 210,246 65,156 Total $ 3,197,637 $ 2,714,711 (b) Geographic areas information For the three months ended March 31, 2023 and 2022, respectively, all the Company’s revenues were generated in the PRC. There were no long-lived assets located outside of the PRC as of March 31, 2023 and 2022. (c) Major customers For the three months ended March 31, 2023, two customers accounted for more than 10% of the Company’s revenues: For the three months ended As of March 31, 2023 2023 Customers Segment Purchases Percentage of total purchases Accounts receivable Customer A Wholesale pharmaceuticals $ 1,052,467 32.91 % - Customer B Healthcare products $ 994,850 31.11 % - (d) Major vendors For the three months ended March 31, 2023, two vendors accounted for more than 10% of the Company’s purchases and its outstanding balances as at March 31, 2023: For the As of March 31, 2023 2023 Vendors Segment Purchases Percentage Accounts Vendor A Healthcare product $ 261,780 13 % - Vendor B Medical services $ 189,976 10 % - Concentrations of Risk The Company is exposed to the following concentrations of risk: (a) Credit risk Financial instruments that are potentially subject to credit risk consist principally of trade receivables. The Company believes the concentration of credit risk in its trade receivables is substantially mitigated by its ongoing credit evaluation process and relatively short collection terms. The Company does not generally require prepayments or deposits from customers. The Company evaluates the need for an allowance for doubtful accounts based upon factors surrounding the credit risk of specific customers, historical trends and other information. (b) Interest rate risk The Company’s interest-rate risk arises from convertible promissory notes, short-term and long-term loans. The Company manages interest rate risk by varying the issuance and maturity dates, fixing interest rate of debt, limiting the amount of debt, and continually monitoring the effects of market changes in interest rates. As of March 31, 2023 and December 31, 2022, respectively, the Notes, short-term and long-term loans were at fixed rates. (c) Exchange rate risk Substantially all of the Company’s revenues and a majority of its costs are denominated in RMB and a significant portion of its assets and liabilities are denominated in RMB. As a result, the Company’s results of operations may be affected by fluctuations in the exchange rate between US$ and RMB. If the RMB depreciates against the US$, the value of RMB revenues and assets as expressed in US$ financial statements will decline. The Company does not hold any derivative or other financial instruments that expose to substantial market risk. (d) Economic and political risks The Company’s operations are conducted in the PRC. Accordingly, the Company’s business, financial condition and results of operation may be influenced by the political, economic and legal environment in the PRC, and by the general state of the PRC economy. The outbreak of COVID-19 pandemic has expanded all over the world since the beginning of 2020, which has greatly slowed the growth of the global economy, including the PRC, and this effect may continue until the pandemic is controlled, or a vaccine or cure is developed. The slowdown of the growth of the PRC’s economy has adversely effected our current business and future success will be adversely affected if we are unable to capitalize on the opportunities arising from the increasing demand for medicine and medical devices in the markets in which we operate. The Company’s operations in the PRC are subject to special considerations. These include risks associated with, among others, the political, economic and legal environment and foreign currency exchange. The Company’s results may be adversely affected by changes in the political and social conditions in the PRC, and by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion, remittances abroad, and rates and methods of taxation. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 27. SUBSEQUENT EVENT On February 27, 2023, the Company entered into a stock purchase Agreement (the “February SPA”) with Mr. Oudom, whereby the Company agreed to sell 2,500,000 shares of Common Stock to Mr. Oudom for $3,000,000 in cash, based on a purchase price of $1.50 per share, subject to shareholder approval of the issuance of such shares. Such issuance was approved by the Company’s shareholders on April 13, 2023, but have not been issued to date. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of presentation and consolidation | ● Basis of presentation and consolidation These accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”). These unaudited condensed consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant inter-company balances and transactions within the Company have been eliminated upon consolidation. The unaudited condensed consolidated financial information as of March 31, 2023 and for the three months ended March 31, 2023 and 2022 have been prepared, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Cert In the opinion of management, all adjustments (which include normal recurring adjustments) necessary to present a fair statement of the Company’s unaudited condensed consolidated financial position as of March 31, 2023 and its unaudited condensed consolidated results of operations for the three months ended March 31, 2023 and 2022, and its unaudited condensed consolidated cash flows for the three months ended March 31, 2023 and 2022, as applicable, have been made. The results of operations are not necessarily indicative of the operating results for the fiscal year or any future periods. |
Use of estimates | ● Use of estimates The preparation of these condensed consolidated financial statements in conformity with the US GAAP requires management to make estimates and judgments that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities on the date of these condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. The Company bases its estimates and judgments on historical experience and on various other assumptions and information that are believed to be reasonable under the circumstances. Estimates and assumptions of future events and their effects cannot be perceived with certainty and, accordingly, these estimates may change as new events occur, as more experience is acquired, as additional information is obtained and as our operating environment changes. Significant estimates and assumptions made by management include, among others, useful lives and impairment of long-live ial statements are appropriate, actual results could differ from those estimates. Estimates and assumptions are periodically reviewed and the effects of revisions are |
Business combinations | ● Business combinations The Company accounts for its busin ess combinations using the acquisition method of accounting in accordance with ASC 805 “Business Combinations”. The cost of an acquisition is measured as the aggregate of the acquisition date fair values of the assets transferred and liabilities incurred by the Company to the sellers and equity instruments issued. Transaction costs directly attributable to the acquisition are expensed as incurred. Identifiable assets and liabilities acquired or assumed are measured separately at their fair values as of the acquisition date, irrespective of the extent of any non-controlling interests. The excess of (i) the total costs of acquisition, fair value of the non-controlling interests and acquisition date fair value of any previously held equity interest in the acquiree over (ii) the fair value of the identifiable net assets of the acquiree is recorded as goodwill. If the cost of acquisition is less than the acquisition date amounts of the net assets of the subsidiary acquired, the difference is recognized directly in the consolidated income statements. During the measurement period, which can be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Subsequent to the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any further adjustments are recorded in the consolidated income statements. In a business combination achieved in stages, the Company re-measures the previously held equity interest in the acquiree immediately before obtaining control at its acquisition date fair value and the re-measurement gain or loss, if any, is recognized in the consolidated income statements. When there is a change in ownership interests or a change in contractual arrangements that results in a loss of control of a subsidiary, the Company deconsolidates the subsidiary from the date control is lost. Any retained non-controlling investment in the former subsidiary is measured at fair value and is included in the calculation of the gain or loss upon deconsolidation of the subsidiary. |
Cash and cash equivalents | ● Cash and cash equivalents Cash and cash equivalents consist primarily of cash on hand and cash in banks which is readily available in checking and saving accounts. The Company maintains cash with various financial institutions in the PRC where its accounts are uninsured. The Company has not experienced any losses from funds held in bank accounts and believes it is not exposed to any risk on its bank accounts. |
Accounts receivable and allowance for doubtful accounts | ● Accounts receivable and allowance for doubtful accounts Accounts receivable are recorded at the invoiced amount and do not bear interest, which are due within contractual payment terms, generally 30 to 90 days from delivery. Credit is extended based on evaluation of a customer’s financial condition, the customer credit-worthiness and their payment history. Accounts receivable outstanding longer than the contractual payment terms are considered past due. Past due balances over 90 days and over a specified amount are reviewed individually for collectability. At the end of each period, the Company specifically evaluates individual customer’s financial condition, credit history, and the current economic conditions to monitor the progress of the collection of accounts receivables. For the receivables that are past due or not being paid according to payment terms, the appropriate actions are taken to exhaust all means of collection, including seeking legal resolution in a court of law. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. We do not have any off-balance-sheet credit exposure related to its customers. |
Advances to suppliers | ● Advances to suppliers Advances to suppliers consist of prepayments to the Company’s vendors, such as pharmaceutical manufacturers and medicine suppliers. The Company typically prepays for the purchase of our merchandise, especially for those salable, scarce, personalized medicine or medical devices. The Company typically receive products from vendors within three to nine months after making prepayments. The Company continuously monitor delivery from, and payments to, the vendors while maintaining a provision for estimated credit losses based upon historical experience and any specific supplier issues, such as discontinuing of inventory supply, that have been identified. If the Company has difficulty receiving products from a vendor, the Company would cease purchasing products from such vendor, Nil |
Business held for sale | ● Business held for sale In late 2022, we committed to a plan to dispose of the Zhongshan, Minkang and Qiangsheng hospitals. On December 28, 2022, we entered into an agreement to transfer 87% of the equity interests in Zhongshan to the prior owner. As consideration for the transfer, the seller agreed to return the 40,037 shares of Common Stock, that were previously issued as part of the closing consideration. The transaction is expected to close in the second quarter of 2023. On December 28, 2022, we entered into an agreement to transfer 90% of the equity interests in Qiangshen, Minkang and Eurasia to the previous owners. As consideration for the transfer, the sellers agreed to return the 80,000 shares of Common Stock which were previously issued upon the acquisition of the three hospitals. The sales of Qiangsheng, Minkang and Eurasia are expected to close in the second quarter of 2023. The Company determined that the plan and the subsequent actions taken to dispose of the four hospitals qualified as a held for sale operations under the criteria set forth in the ASC 205-20 Presentation of Financial Statements – Discontinued Operation. The carrying amount of the major classes of assets and liabilities of the business held for sale as of March 31, 2023 and December 31,2022 consist of the following: March 31, December 31, 2023 2022 Assets from held for sale Current assets Cash and cash equivalents $ 162,465 $ 53,928 Accounts receivable, net 542,892 501,054 Advances to suppliers 207,926 211,335 Amount due from related parties 355,316 350,577 Inventories, net 161,912 155,736 Prepayments and other receivables 812,805 827,043 Operating lease-right of use assets - - Total current assets 2,243,316 2,099,673 Non-current assets Deferred tax assets (135 ) (133 ) Property, plant and equipment, net 1,252,955 1,254,328 Operating lease-right of use assets 2,452,170 2,506,954 Goodwill - - Total non-current assets 3,704,990 3,761,149 Total assets from held for sale $ 5,948,306 $ 5,860,822 Liabilities from held for sale Current liabilities Short-term loans $ 218,287 $ 215,375 Long-term loans due within one year - - Accounts payable, trade 1,446,840 1,480,098 Advances from customers 2,805 1,537 Taxes payable 341,307 336,755 Other payables and accrued liabilities 806,104 739,873 Lease liability-current 477,120 466,312 Total current liabilities 3,292,463 3,239,950 Non-current liabilities Lease liability-non current 2,298,314 2,245,373 Long-term loans - non-current - - Total non-current liabilities 2,298,314 2,245,373 Total liabilities 5,590,777 5,485,323 The summarized operating results of the business held for sale included in the Company’s consolidated statements of operations consist of the following: For the year ended 2023 2022 Revenues $ 334,211 1,585,234 Cost of revenues 121,597 609,989 Gross profit 212,614 975,245 Operating expense 196,563 666,362 Other expense (38,433 ) (82,992 ) Loss(Income) before income taxes (22,382 ) 225,891 Income tax expense 743 22,164 Loss(Income) from business held for sale $ (23,125 ) $ 207,416 |
Inventories | ● Inventories Inventories are stated at the lower of cost or market value. Cost is determined using the weighted average method, and market value is the middle (the second highest) value among an inventory item’s replacement cost, market celling and market floor. The Company carries out physical inventory counts on a monthly basis at each store and warehouse location. The Company reviews historical sales activity quarterly to determine excess, slow-moving items and potentially obsolete items. The Company provides inventory reserve based on the excess quantities on hand equal to the difference, if any, between the cost of the inventory and its estimated market value, or obsolescence of inventories determined principally by customer demand. As of March 31, 2023 and December 31, 2022, the Company recorded an allowance for obsolete inventories, which mainly consists of expired medicine, of $27,975 and $59,567, respectively. |
Property, plant and equipment | ● Property, plant and equipment Property, plant and equipment are stated at cost less accumulated depreciation and impairment, if any. Depreciation is calculated on the straight-line basis over the following expected useful lives from the date on which they become fully operational and after taking into account their estimated residual values: Items Expected Residual Building 20 years 5 % Office equipment 3 years 5 % Electronic equipment 3 years 5 % Furniture 5 years 5 % Medical equipment 10 years 5 % Vehicles 4 years 5 % Leasehold Improvement Shorter of lease term or useful life 5 % Expenditures for repairs and maintenance are expensed as incurred. When assets have been retired or sold, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in the results of operations. |
Leases | ● Leases On January 1, 2020, the Company adopted Accounting Standards Update (“ASU”) 2016-02. For all leases that were entered into prior to the effective date of ASC 842, we elected to apply the package of practical expedients. Based on this guidance, the Company did not reassess the following: (1) whether any expired or existing contracts are or contain leases; (2) the lease classification for any expired or existing leases; and (3) initial direct costs for any existing leases. The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, current portion of obligations under operating leases, and obligations under operating leases, non-current on the Company’s consolidated balance sheets. Finance leases are included in property and equipment, net, current portion of obligations under capital leases, and obligations under capital leases, non-current on our consolidated balance sheets. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date, adjusted by the deferred rent liabilities at the adoption date. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. The operating lease ROU asset also includes any lease payments made and excludes lease incentives and initial direct costs incurred. The Company’s terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Operating lease expense is recognized on a straight-line basis over the lease term. |
Goodwill | ● Goodwill Goodwill represents the excess of the consideration paid of an acquisition over the fair value of the net identifiable assets of the acquired subsidiary at the date of acquisition. Goodwill is not amortized, and is tested for impairment at least annually, more often when circumstances indicate impairment may have occurred. Goodwill is carried at cost less accumulated impairment losses. If impairment exists, goodwill is immediately written off to its fair value and the loss is recognized in the consolidated statements of operations and comprehensive loss. Impairment losses on goodwill are not reversed. The Company reviews the carrying value of intangible assets not subject to amortization, including goodwill, to determine whether impairment may exist annually or more frequently if events and circumstances indicate that it is more likely than not that an impairment has occurred. The Company has the opinion to assess qualitative factors to determine whether it is necessary to perform the two-step in accordance with ASC 350-20. If the Company believes, as a result of the qualitative carrying amount, the two-step quantities impairment test described below is required. The first step compares the fair values of each reporting unit to its carrying amount, including goodwill. If the fair value of each reporting unit exceeds its carrying amount, goodwill is not considered to be impaired and the second step will not be required. If the carrying amount of a reporting unit exceeds its fair value, the second step compares the implied fair value of goodwill to the carrying value of a reporting unit’s goodwill. The implied fair value of goodwill is determined in a manner similar to accounting for a business acquisition with the allocation of the assessed fair value determined in the first step to the assets and liabilities of the reporting unit. The excess of the fair value of the reporting unit. over the amounts assigned to the assets and liabilities is the implied fair value of goodwill. Estimating fair value is performed by utilizing various valuation techniques, with the primary technique being a discounted cash flow. The fair value of discounted cash flow was determined using management’s estimates and assumptions. Management evaluated the recoverability of goodwill by performing a qualitative assessment before using a two-step impairment test approach at the reporting unit level. If the Company reorganizes its reporting structure in a manner that changes the composition of one or more of its reporting units, goodwill will be reassigned based on the relative fair value of each of the affected reporting units. As of March 31, 2023 and December 31, 2022, the Company recorded impairments for goodwill of $5,385,811 and $5,385,811, respectively. At the date of the most recent annual goodwill impairment test, all the reporting units’ fair value were either equal to or slightly higher than their carrying values. None of the reporting units’ fair values were substantially in excess of their carrying values. The fair value of the goodwill associated with each of the Guanzan Group (which covers the wholesale pharmaceutical, wholesale medical devices and the Lijiantang Pharmacies segments) and the medical services segment (consisting of Guoyitang, Zhongshan and the Qiangsheng, Eurasia and Minkang hospitals), were equal to their carrying value after their last impairment test and the fair value of the goodwill for Zhuoda exceeded its carrying value by approximately 5.62%. Zhuoda was sold as of October 31, 2022, so there was no remaining goodwill of Zhuoda for impairment assessment in 2022. Accordingly, the goodwill associated with Guanzan Group, Zhongshan, Qiangsheng, Eurasia and Minkang are considered at risk for impairment in future periods. |
Impairment of long-lived assets and intangibles | ● Impairment of long-lived assets and intangibles In accordance with the provisions of ASC Topic 360, “ Impairment or Disposal of Long-Lived Assets |
Revenue recognition | ● Revenue recognition We adopted Accounting Standard Codification (“ASC”) Topic 606, Revenues from Contract with Customers (“ASC 606”) for all periods presented. Under ASC 606, revenue is recognized when control of the promised goods and services is transferred to the Company’s customers, in an amount that reflects the consideration that the Company expects to be entitled to in exchange for those goods and services, net of value-added tax. The Company determines revenue recognition through the following steps: ● Identify the contract with a customer; ● Identify the performance obligations in the contract; ● Determine the transaction price; ● Allocate the transaction price to the performance obligations in the contract; and ● Recognize revenue when (or as) the entity satisfies a performance obligation. The transaction price is allocated to each performance obligation on a relative standalone selling price basis. The transaction price allocated to each performance obligation is recognized when that performance obligation is satisfied by the control of the promised goods and services is transferred to the customers, which at a point in time or over time as appropriate. The Company’s revenue is net of value added tax (“VAT”) collected on behalf of PRC tax authorities in respect to the sales of products. VAT collected from customers, net of VAT paid for purchases, is recorded as a liability in the accompanying consolidated balance sheets until it is paid to the relevant PRC tax authorities |
Cost of revenue | ● Cost of revenue Cost of revenue consists primarily of cost of goods purchased from suppliers plus direct material costs for packaging and storage, direct labor, which are directly attributable to the acquisition and maintaining of products for sales. Cost of revenues also include impairment loss of our products which are obsolete or expired for sale, if any. Shipping and handling costs, associated with the distribution of finished products to customers, are borne by the customers. |
Comprehensive income | ● Comprehensive income ASC Topic 220, “Comprehensive Income”, |
Beneficial conversion feature | ● Beneficial conversion feature The Company evaluates the conversion feature of its convertible promissory notes to determine whether it was beneficial as described in ASC 470-20. The intrinsic value of a beneficial conversion feature inherent to a convertible note payable, which is not bifurcated and accounted for separately from the convertible notes payable and may not be settled in cash upon conversion, is treated as a discount to the convertible notes payable. This discount is amortized over the period from the date of issuance to the date the notes is due using the effective interest method. If the notes payable are retired prior to the end of their contractual term, the unamortized discount is expensed in the period of retirement to interest expense. In general, the beneficial conversion feature is measured by comparing the effective conversion price, after considering the relative fair value of detachable instruments included in the financing transaction, if any, to the fair value of the shares of common stock at the commitment date to be received upon conversion. |
Income taxes | ● Income taxes Income taxes are determined in accordance with the provisions of ASC Topic 740, “ Income Taxes ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts. For the three months ended March 31, 2023 and 2022, the Company did not incur any interest or penalties associated with the tax positions it has taken. As of March 31, 2023, the Company did not have any significant unrecognized uncertain tax positions. The Company conducts the majority of its businesses in the PRC and is subject to tax in this jurisdiction. As a result, the Company files tax returns that are subject to examination by the PRC. |
Value added tax | ● Value added tax Sales revenue represents the invoiced value of goods sold, net of VAT. All of the Company’s products that are sold in the PRC are subject to a VAT on the gross sales price. The VAT rates range up to 13%, depending on the type of products sold. The VAT may be offset by VAT paid by the Company on its purchase activities of merchandises, raw materials, utilities, and other materials which cost was included in the cost of producing or acquiring its products for sales. The Company records a VAT payable net of payments if the VAT payable on the gross sales is larger than VAT paid by the Company on purchase of finished goods; on the other hand, the Company records a VAT deductible in the accompanying financial statements net of any VAT payable at the end of reporting period. |
Convertible promissory notes | ● Convertible promissory notes The Company records debt net of debt discount for beneficial conversion features and warrants, on a relative fair value basis. Beneficial conversion features are recorded pursuant to the Beneficial Conversion and Debt Topics of the FASB Accounting Standards Codification. The amounts allocated to warrants and beneficial conversion rights are recorded as debt discount and as additional paid-in-capital. Debt discount is amortized to interest expense over the life of the debt. |
Debt issuance costs and debt discounts | ● Debt issuance costs and debt discounts The Company may record debt issuance costs and/or debt discounts in connection with raising funds through the issuance of debt. These costs may be paid in the form of cash, or equity (such as warrants). These costs are amortized to interest expense through the maturity of the debt. If a conversion of the underlying debt occurs prior to maturity a proportionate share of the unamortized amounts is immediately expensed. |
Discontinued operation | ● Discontinued operation In accordance with ASC 205-20, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, a disposal of a component of an entity or a group of components of an entity is required to be reported as a discontinued operation if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results when the components of an entity meets the criteria in paragraph 205-20-45-1E to be classified as held for sale. When all of the criteria to be classified as held for sale are met, including management, having the authority to approve the action, commits to a plan to sell the entity, the major current assets, other assets, current liabilities, and non-current liabilities shall be reported as components of total assets and liabilities separate from those balances of the continuing operations. At the same time, the results of all discontinued operations, less applicable income taxes (benefit), shall be reported as components of net income (loss) separate from the net income (loss) of continuing operations in accordance with ASC 205-20-45. On December 28, 2022, the Company entered into an agreement to transfer 87% of the equity interests in Zhongshan, to its former owner who previously sold Zhongshan to the Company pursuant to a stock purchase agreement. Pursuant to the Agreement, the Company will transfer 87% of the equity interests in Zhongshan to the former owner and will continue to own 13% of the equity interests in Zhongshan. As consideration for the sale of the 87% interest in Zhongshan, the former owner will return to the Company the 40,037 shares of the Company’s common stock, which were previously issued to him. Subsequent to their issuance, such shares were consolidated into 40,037shares as a result of a 1-for-5 reverse stock split on February 3, 2022 and a 1-for-10 reverse stock split on December 9, 2022. The former owner will release the Company from any and all claims relating to two earn out payments that were payable under the original purchase agreement. The Company will receive a put option to sell part or all of its 13% interest in Zhongshan before December 31, 2032, based on a valuation determined by a reputable third-party appraisal firm jointly chosen by the Parties. The transaction is expected to close in the second quarter of 2023. On December 28, 2022, the Company entered into an agreement to transfer 90% of the equity interests in the Qiangsheng, Eurasia and Minkang hospitals- to their former owners. Pursuant to the agreement, the Company will transfer 90% of the equity interests in each of the three hospitals and continue to own 10% of the equity interests in each hospital. . As consideration for the transfer, one of the former owners will return to the Company the 4,000,000 shares of the Company’s common stock, which were previously issued upon the acquisition of the three hospitals. Subsequent to their issuance, such shares were as consolidated into 80,000 shares as a result of a 1-for-5 reverse stock split on February 3, 2022 and a 1-for-10 reverse stock split on December 9, 2022. The Company will also receive a put option to sell part or all of its 10% interest in each of the three hospitals to the former owner before December 31, 2032, based on a valuation determined by a reputable third-party appraisal firm jointly chosen by the Company and the former owner. The sales of Qiangsheng, Minkang and Eurasia are expected to close in the second quarter of 2023. |
Derivative instruments | ● Derivative instruments The Company has entered into financing arrangements that consist of freestanding derivative instruments or are hybrid instruments that contain embedded derivative features. The Company accounts for these arrangements in accordance with Accounting Standards Codification Topic 815, Accounting for Derivative Instruments and Hedging Activities (“ASC 815”) as well as related interpretation of this standard. In accordance with this standard, derivative instruments are recognized as either assets or liabilities in the balance sheet and are measured at fair values with gains or losses recognized in earnings. Embedded derivatives that are not clearly and closely related to the host contract are bifurcated and are recognized at fair value with changes in fair value recognized as either a gain or loss in earnings. The Company determines the fair value of derivative instruments and hybrid instruments based on available market data using appropriate valuation models, giving consideration to all of the rights and obligations of each instrument. The Company estimates fair values of derivative financial instruments using various techniques (and combinations thereof) that are considered to be consistent with the objective measuring fair values. In selecting the appropriate technique, we consider, among other factors, the nature of the instrument, the market risks that it embodies and the expected means of settlement. For less complex derivative instruments, such as free-standing warrants, we generally use the Black-Scholes model, adjusted for the effect of dilution, because it embodies all of the requisite assumptions (including trading volatility, estimated terms, dilution and risk free rates) necessary to fair value these instruments. Estimating fair values of derivative financial instruments requires the development of significant and subjective estimates that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors. In addition, option-based techniques (such as Black-Scholes model) are highly volatile and sensitive to changes in the trading market price of our Common Stock. Since derivative financial instruments are initially and subsequently carried at fair values, our income (expense) going forward will reflect the volatility in these estimate and assumption changes. Under the terms of the new accounting standard, increases in the trading price of the Common Stock and increases in fair value during a given financial quarter result in the application of non-cash derivative expense. Conversely, decreases in the trading price of the Common Stock and decreases in trading fair value during a given financial quarter result in the application of non-cash derivative income. |
Net loss per share | ● Net loss per share The Company calculates net loss per share in accordance with ASC Topic 260, “Earnings per Share.” |
Foreign currencies translation | ● Foreign currencies translation Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the statement of operations. The reporting currency of the Company is the United States Dollar (“US$”). The Company’s subsidiaries in the PRC maintain their books and records in their local currency, the Renminbi Yuan (“RMB”), which is the functional currency as being the primary currency of the economic environment in which these entities operate. In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not the US$ are translated into US$, in accordance with ASC Topic 830-30, “ Translation of Financial Statement”, Translation of amounts from RMB into US$ has been made at the following exchange rates for the respective period: March 31, March 31, Period-end RMB:US$1 exchange rate 6.8717 6.3482 Three months end average RMB:US$1 exchange rate 6.8476 6.3504 |
Related parties | ● Related parties Parties, which can be a corporation or an individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence. |
Segment reporting | ● Segment reporting ASC Topic 280, “ Segment Reporting As of March 31, 2023, the Company four operating segments consisted of retail pharmacy, wholesale pharmaceuticals, wholesale medical devices and healthcare products. As of March 31, 2022, the Company four reportable segments consisted of wholesale medical devices, wholesale pharmaceuticals, medical services and retail pharmacies. |
Fair value of financial instruments | ● Fair value of financial instruments The carrying value of the Company’s financial instruments (excluding short-term bank borrowing and convertible promissory notes): cash and cash equivalents, accounts and retention receivable, prepayments and other receivables, accounts payable, income tax payable, amounts due to related parties other payables and accrued liabilities approximate their fair values because of the short-term nature of these financial instruments. Management believes, based on the current market prices or interest rates for similar debt instruments, the fair value of its obligation under its finance lease and short-term bank borrowing approximate the carrying amount. The Company also follows the guidance of the ASC Topic 820-10, “ Fair Value Measurements and Disclosures ● Level 1 ● Level 2: ● Level 3: Fair value estimates are made at a specific point in time based on relevant market information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates. The carrying amount of cash, restricted cash, accounts receivable, other receivable, bank credit, accounts payable and other accounts payable approximate their fair value due to the short-term maturity of these instruments. |
Recent accounting pronouncements | ● Recent accounting pronouncements In August 2020, the FASB issued ASU No. 2020-06 (“ASU 2020-06”) “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity.” ASU 2020-06 will simplify the accounting for convertible instruments by reducing the number of accounting models for convertible debt instruments and convertible preferred stock. For public business entities, the amendments in ASU 2020-06 are effective for public entities which meet the definition of a smaller reporting company are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2023. The Company will adopt ASU 2020-06 effective January 1, 2024. Management is currently evaluating the effect of the adoption of ASU 2020-06 on the consolidated financial statements. The effect will largely depend on the composition and terms of the financial instruments at the time of adoption. In October 2021, the FASB issued ASU No. 2021-08, “‘Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers” (“ASU 2021-08”). This ASU requires entities to apply Topic 606 to recognize and measure contract assets and contract liabilities in a business combination. The amendments improve comparability after the business combination by providing consistent recognition and measurement guidance for revenue contracts with customers acquired in a business combination and revenue contracts with customers not acquired in a business combination. The amendments are effective for the Company beginning after December 15, 2023, and are applied prospectively to business combinations that occur after the effective date. The Company does not expect the adoption of ASU 2021-04 will have a material effect on the consolidated financial statements. Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its consolidated financial condition, results of operations, cash flows or disclosures. |
Organization and Business Bac_2
Organization and Business Background (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Organization and Business Background [Abstract] | |
Schedule of subsidiaries | Name Place of incorporation and Principal activities and Effective Lasting Wisdom Holdings Limited (“Lasting”) British Virgin Island, a limited liability company Investment holding 100 % Pukung Limited (“Pukung”) Hong Kong, a limited liability company Investment holding 100 % Beijing Xinrongxin Industrial Development Co., Ltd. (“Xinrongxin”) The PRC, a limited liability company Investment holding 100 % Boyi (Liaoning) Technology Co., Ltd (“Liaoning Boyi”) The PRC, a limited liability company IT Technology service research and development 100 % Dalian Boyi Technology Co., Ltd (“Dalian Boyi”) The PRC, a limited liability company IT Technology service research and development 100 % Chongqing Guanzan Technology Co., Ltd. (“Guanzan”) The PRC, a limited liability company Wholesale distribution of medical devices in the PRC 100 % Chongqing Shude Pharmaceutical Co., Ltd.(“Shude”) The PRC, a limited liability company Wholesale distribution of generic drugs in the PRC 95 % Chongqing Lijiantang Pharmaceutical Co., Ltd.(“Lijiantang”) The PRC, a limited liability company Wholesale distribution of generic drugs in the PRC 100 % Bimai Pharmaceutical (Chongqing) Co., Ltd. The PRC, a limited liability company Investment holding 100 Chongqing Guoyitang Hospital Co., Ltd. The PRC, a limited liability company Hospital in the PRC 100 Chongqing Huzhongtang Healthy Technology Co., Ltd. The PRC, a limited liability company Wholesale distribution of generic drugs in the PRC 100 Chaohu Zhongshan Minimally Invasive Hospital Co.,Ltd. The PRC, a limited liability company Hospital in the PRC 100 Yunnan Yuxi Minkang Hospital Co., Ltd. The PRC, a limited liability company Hospital in the PRC 100 Wuzhou Qiangsheng Hospital Co., Ltd. The PRC, a limited liability company Hospital in the PRC 100 Suzhou Eurasia Hospital Co., Ltd. The PRC, a limited liability company Hospital in the PRC 100 Bimai Hospital Management (Chongqing) Co. Ltd The PRC, a limited liability company Hospital management in the PRC 100 Pusheng Pharmaceutical Co., Ltd The PRC, a limited liability company Wholesale distribution of generic drugs in the PRC 100 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of carrying amount of the major classes of assets and liabilities | March 31, December 31, 2023 2022 Assets from held for sale Current assets Cash and cash equivalents $ 162,465 $ 53,928 Accounts receivable, net 542,892 501,054 Advances to suppliers 207,926 211,335 Amount due from related parties 355,316 350,577 Inventories, net 161,912 155,736 Prepayments and other receivables 812,805 827,043 Operating lease-right of use assets - - Total current assets 2,243,316 2,099,673 Non-current assets Deferred tax assets (135 ) (133 ) Property, plant and equipment, net 1,252,955 1,254,328 Operating lease-right of use assets 2,452,170 2,506,954 Goodwill - - Total non-current assets 3,704,990 3,761,149 Total assets from held for sale $ 5,948,306 $ 5,860,822 Liabilities from held for sale Current liabilities Short-term loans $ 218,287 $ 215,375 Long-term loans due within one year - - Accounts payable, trade 1,446,840 1,480,098 Advances from customers 2,805 1,537 Taxes payable 341,307 336,755 Other payables and accrued liabilities 806,104 739,873 Lease liability-current 477,120 466,312 Total current liabilities 3,292,463 3,239,950 Non-current liabilities Lease liability-non current 2,298,314 2,245,373 Long-term loans - non-current - - Total non-current liabilities 2,298,314 2,245,373 Total liabilities 5,590,777 5,485,323 |
Schedule of summarized operating results of the business | For the year ended 2023 2022 Revenues $ 334,211 1,585,234 Cost of revenues 121,597 609,989 Gross profit 212,614 975,245 Operating expense 196,563 666,362 Other expense (38,433 ) (82,992 ) Loss(Income) before income taxes (22,382 ) 225,891 Income tax expense 743 22,164 Loss(Income) from business held for sale $ (23,125 ) $ 207,416 |
Schedule of expected useful lives | Items Expected Residual Building 20 years 5 % Office equipment 3 years 5 % Electronic equipment 3 years 5 % Furniture 5 years 5 % Medical equipment 10 years 5 % Vehicles 4 years 5 % Leasehold Improvement Shorter of lease term or useful life 5 % |
Schedule of exchange rates | March 31, March 31, Period-end RMB:US$1 exchange rate 6.8717 6.3482 Three months end average RMB:US$1 exchange rate 6.8476 6.3504 |
The Acquisition of the Guanza_2
The Acquisition of the Guanzan Group (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
The Acquisition of the Guanzan Group [Abstract] | |
Schedule of reconciles the identified assets acquired and liabilities assumed | The value of the shares issued on March 12, 2020 2,717,000 The value of the shares issued on November 30, 2020 839,000 The value of the shares issued on August 27, 2021 3,818,000 Total consideration $ 7,374,000 |
Guanzan Acquisition [Member] | |
The Acquisition of the Guanzan Group [Abstract] | |
Schedule of identified assets acquired and liabilities | Items Amount Assets Cash and cash equivalents $ 95,220 Accounts receivable 1,835,981 Advances to suppliers 1,222,986 Amount due from related parties 410,943 Inventories 950,225 Prepayments and other receivables 90,256 Property, plant and equipment 707,289 Intangible assets 254,737 Goodwill 6,686,053 Liabilities Short-term bank borrowings (838,926 ) Long-term loans due within one year (250,663 ) Accounts payable, trade (1,303,399 ) Advances from customers (1,350,126 ) Amount due to related parties (106,720 ) Taxes payable (406,169 ) Other payables and accrued liabilities (390,593 ) Long-term loans – noncurrent portion (186,796 ) Non-controlling interests (46,295 ) Total-net assets $ 7,374,000 |
The Acquisition of the Gyoyit_2
The Acquisition of the Gyoyitang Hospital (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Guoyitang Acquisition [Member] | |
The Acquisition of the Gyoyitang Hospital (Tables) [Line Items] | |
Schedule of identified assets acquired and liabilities | Items Amount Assets Cash and cash equivalents $ 28,457 Accounts receivable 11,797 Advances to suppliers 12,670 Amount due from related parties 41,598 Inventories 167,440 Prepayments and other receivables 61,102 Property, plant and equipment 528,814 Right-of-use asset 441,150 Goodwill 7,154,393 Liabilities Accounts payable, trade (599,391 ) Amount due to related parties (183,796 ) Taxes payable (121 ) Other payables and accrued liabilities (231,375 ) Lease liability-current (161,707 ) Lease liability-non current (354,912 ) Total-net assets $ 6,916,119 |
The Acquisition of the Zhongs_2
The Acquisition of the Zhongshan Hospital (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Zhongshan Acquisition [Member] | |
The Acquisition of the Zhongshan Hospital (Tables) [Line Items] | |
Schedule of identified assets acquired and liabilities assumed pursuant to the Zhongshan Acquisition | Items Amount Assets Cash and cash equivalents $ 46,748 Accounts receivable 92,900 Inventories 108,413 Prepayments and other receivables 432,231 Property, plant and equipment 344,208 Right-of-use asset 1,188,693 Goodwill 10,443,494 Liabilities Short-term bank borrowings (154,701 ) Accounts payable, trade (928,640 ) Advances from customers (5,603 ) Amount due to related parties (217,203 ) Other payables and accrued liabilities (435,290 ) Lease liability-current (160,774 ) Lease liability-non current (1,102,589 ) Total-net assets $ 9,651,887 |
The Acquisition of the Qiangs_2
The Acquisition of the Qiangsheng, Eurasia and Minkang Hospitals (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Qiangsheng, Eurasia and Minkang Acquisition [Member] | |
The Acquisition of the Qiangsheng, Eurasia and Minkang Hospitals [Abstract] | |
Schedule of identified assets acquired and liabilities | Items Amount Assets Cash and cash equivalents $ 12,341 Accounts receivable 41,836 Inventories 156,576 Advances and other receivables 40,620 Property, plant and equipment 653,104 Right of use assets 2,168,709 Goodwill 9,067,529 Liabilities Accounts payable (355,980 ) Advances from customers (36,798 ) Tax payable (345,870 ) Other payables and accrued liabilities (311,174 ) Lease liability-current (365,788 ) Lease liability-non-current (1,988,195 ) Total net assets $ 8,736,910 |
The Acquisition of Zhuoda (Tabl
The Acquisition of Zhuoda (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Zhuoda Acquisition [Member] | |
The Acquisition of Zhuoda (Tables) [Line Items] | |
Schedule of identified assets acquired and liabilities | Items Amount Assets Cash and cash equivalents $ 102,350 Accounts receivable 804,083 Inventories 131,456 Advances and other receivables 886,370 Property, plant and equipment 6,579 Right of use assets 17,160 Goodwill 924,740 Liabilities Short term loan (773,737 ) Accounts payable (56,887 ) Advances from customers (3,778 ) Tax payable (24,787 ) Other payables and accrued liabilities (493,868 ) Lease liability-current (7,217 ) Lease liability-non-current (14,265 ) Total net assets $ 1,498,199 |
The Sale of Zhuoda (Tables)
The Sale of Zhuoda (Tables) - The Sale of Zhuoda [Member] | 3 Months Ended |
Mar. 31, 2023 | |
The Sale of Zhuoda [Abstract] | |
Schedule of condensed consolidated statements of operations | For the year ended 2022 Revenues $ 2,713,818 Cost of revenues 2,314,877 Gross profit 398,941 Operating expense 392,875 Other income (expense) (45,146 ) Loss before income taxes (39,080 ) Income tax expense 1,425 Net income/(loss) from discontinued operations $ (40,505 ) |
Schedule of zhuoda balance sheet | December 31, December 31, 2022 2021 Assets from discontinued operations Current assets Cash and cash equivalents $ 13,922 $ 100,678 Accounts receivable, net 1,951,997 984,030 Advances to suppliers 67,561 118,365 Amount due from related parties - - Inventories, net 101,059 162,882 Prepayments and other receivables 720,365 725,881 Operating lease-right of use assets - - Total current assets 2,854,904 2,091,836 Non-current assets Deferred tax assets - - Property, plant and equipment, net 1,442 2,507 Intangible assets, net - - Operating lease-right of use assets 10,044 15,959 Goodwill - - Long-term investment - - Total non-current assets 11,486 18,466 Total assets from discontinued operations $ 2,866,390 $ 2,110,302 Liabilities from discontinued operations Current liabilities Short-term loans $ 154,288 $ 795,583 Long-term loans due within one year - - Convertible promissory notes, net - - Accounts payable, trade 1,301,712 265,731 Advances from customers - 723 Amount due to related parties - - Taxes payable 441 218 Other payables and accrued liabilities 162,362 468,970 Lease liability-current 7,693 8,102 Total current liabilities 1,626,496 1,539,327 Non-current liabilities Lease liability-non current 6,976 12,727 Long-term loans – non-current 330,242 - Total non-current liabilities 337,218 12,727 Total liabilities 1,963,714 1,552,054 |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Accounts Receivable [Abstract] | |
Schedule of accounts receivable | March 31, December 31, Accounts receivable, cost $ 5,541,944 $ 4,813,160 Less: allowance for doubtful accounts (1,626,571 ) (1,604,874 ) Accounts receivable, net $ 3,915,373 $ 3,208,286 |
Advances to Suppliers (Tables)
Advances to Suppliers (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Advances to Suppliers [Abstract] | |
Schedule of advances to suppliers | March 31, December 31, Advances to suppliers, cost $ 7,260,331 $ 6,589,759 Less: allowance for doubtful accounts - - Advances to suppliers, net $ 7,260,331 $ 6,589,759 |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Inventories [Abstract] | |
Schedule of inventories | March 31, December 31, Pharmaceuticals $ 7,924,362 $ 7,067,613 Medical devices 568,926 614,231 Less: allowance for obsolete and expired inventory (27,975 ) (27,602 ) $ 8,465,313 $ 7,645,242 |
Prepayments and Other Receiva_2
Prepayments and Other Receivables (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Prepayments and Other Receivables [Abstract] | |
Schedule of prepayments and other receivables | March 31, December 31, Deposit for rentals $ 151,401 $ 132,960 Prepaid expenses and improvements of offices 56,879 56,121 Deposit for purchase of medical devices 169,019 166,765 Deposit for sales platform 21,450 24,337 Deferred offering cost - - Receivables form third party 54,700 66,986 VAT deductibles 890,173 229,754 Others 44,251 694,031 Less: allowance for doubtful accounts (24,198 ) (23,875 ) Prepayments and other receivables, net $ 1,363,675 1,347,079 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property, plant and equipment | March 31, December 31, Buildings $ 759,659 $ 749,526 Office equipment 233,717 132,329 Electronic equipment 37,761 37,257 Furniture 31,179 30,764 Vehicles 153,257 168,512 Medical equipment 937,790 925,281 Leasehold Improvements 599,660 598,677 2,753,023 2,642,346 Less: accumulated depreciation (961,520 ) (938,926 ) Property, plant and equipment, net $ 1,791,503 $ 1,703,420 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Intangible Assets [Abstract] | |
Schedule of intangible assets | March 31, December 31, Software $ 19,944 $ 19,679 Trademark use right 500,000 - Less: accumulated amortization (7,709 ) (3,496 ) Intangible assets, net $ 512,235 $ 16,183 |
Long-Term Investment (Tables)
Long-Term Investment (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Long Term Investment [Abstract] | |
Schedule of investment | March 31, December 31, Long-term investment in Phenix Bio Inc $ - $ 1,800,000 Total long-term investment $ - $ 1,800,000 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Leases [Abstract] | |
Schedule of operating leases | March 31, December 31, Operating Lease Assets Operating lease $ 3,028,518 $ 2,942,265 Total operating lease assets $ 3,028,518 $ 2,942,265 Operating Lease Obligations Current operating lease liabilities $ 665,115 532,630 Non-current operating lease liabilities $ 2,587,353 2,574,751 Total Lease Liabilities $ 3,252,468 3,107,381 |
Schedule of lease liability maturities | March 31, 2023 826,567 2024 830,667 2025 822,675 2026 795,581 2027 and Thereafter 605,797 Total minimum lease payments 3,881,287 Less: Amount representing interest (628,819 ) Total 3,252,468 |
Goodwill (Tables)
Goodwill (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill [Abstract] | |
Schedule of carrying amount of goodwill | March 31, December 31, Beginning balance $ 8,376,217 $ 8,376,217 Disposal of Zhuoda (924,740 ) (924,740 ) Addition during the year - - Impairment during the year (5,385,811 ) (5,385,811 ) Goodwill $ 2,065,666 $ 2,065,666 |
Loans (Tables)
Loans (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Loans [Abstract] | |
Schedule of short-term loans | March 31, December 31, China Minsheng Bank $ 116,419 $ 114,867 Postal Savings Bank of China 713,070 703,558 Total $ 829,489 $ 818,425 |
Schedule of long-term loans | March 31, December 31, China Construction Bank Chongqing Zhongxian Sub-branch - 59,926 We Bank 323,260 360,825 Subtotal of long-term loans 323,260 420,751 Less: current portion (163,183 ) (105,965 ) Total Long-term loans – noncurrent portion $ 160,077 $ 314,786 |
Convertible Promissory Notes _2
Convertible Promissory Notes and Embedded Derivative Instructions (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Convertible Promissory Notes and Embedded Derivative Instructions [Abstract] | |
Schedule of additional paid-in capital | March 31, December 31, Convertible note – principal $ 1,108,785 $ 1,108,785 Convertible note – discount (334,800 ) - $ 773,985 $ 1,108,785 |
Schedule of assumptions used in the Black-Scholes option pricing model | March 31, December 31, Dividend yield $ 0 % $ 0 % Expected volatility 171 % 171 % Risk free interest rate 0.87 % 0.87 % Expected life (year) 1.42 1.42 |
Other Payables and Accrued Li_2
Other Payables and Accrued Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Other Payables and Accrued Liabilities [Abstract] | |
Schedule of other payables and accrued liabilities | March 31, December 31, Salary payable $ 276,635 $ 411,043 Salary payable – related party (1) 2,210,333 2,135,333 Accrued operating expenses (900 ) (900 ) Other payables 613,861 630,097 $ 3,099,929 $ 3,175,574 (1) The Company entered into the Song Agreement with Mr. Tiewei Song dated October 1, 2019, as its Chief Executive Officer for a term of two years commencing October 1, 2019 with base annual cash compensation of $500,000. The Song Agreement was renewed on October 28, 2021 for one year with an annual base salary of $1,000,000 in cash and annual stock compensation of 1,000,000 shares of the Company’s Common Stock. We have not paid any cash compensation to Mr. Song as of the date of this quarterly report. The Company entered into the employment Agreement with Ms. Baiqun Zhong dated January 27, 2022, as the Interim CFO from May 21, 2021 until July 14, 2021 with base annual cash compensation of $250,000. We have not paid any cash compensation to Ms. Zhong as of the date of this quarterly report. On January 27, 2022, the Company entered into an employment agreement with Mr. Xiaping Wang for a term of one year, effective January 1, 2022.Mr. Wang’s compensation will consist of an annual salary of $500,000 in cash and stock compensation of 500,000 shares of the Company’s common stock. We have not paid any cash compensation to Mr. Wang as of the date of this quarterly report, |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Net Loss Per Share [Abstract] | |
Schedule of basic and diluted net loss per share | 24. NET LOSS PER SHARE For the three months ended 2023 2022 Net loss from continuing operation attributable to common shareholders $ (860,635 ) $ (2,975,642 ) Net Income from discontinued operation attributable to common shareholders (23,129 ) - Total net loss attributable to common shareholders (883,764 ) (2,975,642 ) Weighted average number of common shares outstanding – Basic and diluted 3,834,443 10,087,665 loss per share – basic and diluted: Continuing operations $ (0.22 ) $ (0.29 ) Discontinued operations (0.01 ) - Total $ (0.23 ) $ (0.29 ) |
Segments (Tables)
Segments (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
Schedule of reported segment profit or loss | For three months ended March 31, 2023 Retail pharmacy Medical device wholesale Drugs wholesale Healthcare products sales Medical services Others Total Revenues from external customers $ 210,246 $ 158,141 $ 806,742 $ 2,022,508 $ - $ - $ 3,197,637 Cost of revenues $ 133,455 $ 98,939 $ 772,272 $ 501,112 $ - $ 1,618 $ 1,507,396 Depreciation, depletion, and amortization expense $ 4,579 $ 11,434 $ - $ 8,943 $ - $ 2,547 $ 27,503 Profit (loss) $ (66,917 ) $ (206,263 ) $ (16,486 ) $ 1,395,494 $ 908 $ (1,976,314 ) $ (869,578 ) Total assets $ 471,553 $ 3,913,199 $ 12,987,234 $ 3,996,806 $ 1,073,740 $ 7,882,848 $ 30,325,380 For three months ended March 31, 2022 Retail Medical Drugs Medical Others Total Revenues from external customers $ 65,156 $ 2,137,253 $ 512,302 $ - $ - $ 2,714,711 Cost of revenues $ 40,192 $ 1,835,465 $ 466,710 $ - $ - $ 2,342,367 Depreciation, depletion, and amortization expense $ 3,481 $ 12,329 $ 79 $ - $ 3,358 $ 19,247 Profit (loss) $ (102,615 ) $ 114,476 $ (171,166 ) $ - $ (2,816,338 ) $ (2,975,643 ) Total assets $ 253,906 $ 4,590,217 $ 8,218,069 $ - $ 16,205,774 $ 29,267,966 |
Schedule of reportable segment revenues, profit or loss, and assets | Three months ended >>Revenues Total revenues of operating segments $ 3,443,413 Other revenues - Elimination of intersegments revenues (245,776 ) Total consolidated revenues $ 3,197,637 >> Profit or loss Total loss from operating segments $ 1,106,737 Elimination of intersegments profit or loss (133,455 ) Unallocated amount: Amortization of discount of convertible notes - Other corporation expense (1,842,860 ) Total net loss $ (869,578 ) >>Assets Total assets of operating segments $ 38,388,388 Elimination of intersegments receivables (13,588,019 ) Unallocated amount: Other unallocated assets – Phenix Bio Inc Other unallocated assets – Xinrongxin - Other unallocated assets – Liaoning Boyi 31,069 Other unallocated assets – Dalian Boyi 4,028 Other unallocated assets – Chongqing Bimai 1,071,003 Other unallocated assets – BIMI 4,418,911 Total consolidated assets $ 30,325,380 Three months ended >>Revenues Total revenues of operating segments $ 2,719,977 Other revenues - Elimination of intersegments revenues (5,266 ) Total consolidated revenues $ 2,714,711 >> Profit or loss Total loss from operating segments $ (159,306 ) Elimination of intersegments profit or loss - Unallocated amount: Amortization of discount of convertible notes (771,124 ) Other corporation expense (2,045,213 ) Total net loss $ (2,975,643 ) >>Assets Total assets of operating segments $ 41,860,113 Elimination of intersegments receivables (15,156,049 ) Unallocated amount: Other unallocated assets – Xinrongxin 4,571 Other unallocated assets – Liaoning Boyi 33,631 Other unallocated assets – Dalian Boyi 4,885 Other unallocated assets – Chongqing Bimai 1,728,643 Other unallocated assets – BIMI 792,172 Total consolidated assets $ 29,267,966 |
Entity-Wide Information and C_2
Entity-Wide Information and Concentrations of Risk (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Entity-Wide Information and Concentrations of Risk [Abstract] | |
Schedule of reported revenues for each type of product | For the three months ended 2023 2022 Medical devices $ 158,141 $ 2,137,253 Healthcare products 2,022,508 - Wholesale pharmaceuticals 806,742 512,302 Pharmacy retail 210,246 65,156 Total $ 3,197,637 $ 2,714,711 |
Schedule of outstanding accounts receivable | For the three months ended As of March 31, 2023 2023 Customers Segment Purchases Percentage of total purchases Accounts receivable Customer A Wholesale pharmaceuticals $ 1,052,467 32.91 % - Customer B Healthcare products $ 994,850 31.11 % - |
Schedule of purchases and its outstanding accounts payable | For the As of March 31, 2023 2023 Vendors Segment Purchases Percentage Accounts Vendor A Healthcare product $ 261,780 13 % - Vendor B Medical services $ 189,976 10 % - |
Organization and Business Bac_3
Organization and Business Background (Details) | 3 Months Ended | |||||||
Jan. 04, 2022 CNY (¥) | Dec. 20, 2021 USD ($) | Mar. 31, 2023 shares | Mar. 31, 2022 | Sep. 10, 2021 | Dec. 09, 2020 | Mar. 18, 2020 | Oct. 14, 2019 | |
Organization and Business Background (Details) [Line Items] | ||||||||
Consideration amount | ¥ 7,227,000 | $ 16,750,000 | ||||||
Shares not received (in Shares) | 60,000 | |||||||
Number of operating segments | 4 | 4 | ||||||
Common Stock [Member] | ||||||||
Organization and Business Background (Details) [Line Items] | ||||||||
Shares issued (in Shares) | 60,000 | |||||||
Lasting Wisdom Holdings Limited [Member] | ||||||||
Organization and Business Background (Details) [Line Items] | ||||||||
Equity interest rate | 100% | |||||||
Beijing Xinrongxin Industrial Development Co., Ltd. [Member] | ||||||||
Organization and Business Background (Details) [Line Items] | ||||||||
Equity interest rate | 100% | |||||||
Dalian Boyi Technology Co., Ltd. [Member] | ||||||||
Organization and Business Background (Details) [Line Items] | ||||||||
Equity interest rate | 100% | |||||||
Chongqing Guanzan Technology Co., Ltd. [Member] | ||||||||
Organization and Business Background (Details) [Line Items] | ||||||||
Equity interest rate | 100% | |||||||
Chongqing Shude Pharmaceutical Co., Ltd. [Member] | ||||||||
Organization and Business Background (Details) [Line Items] | ||||||||
Equity interest rate | 80% | |||||||
hongqing Lijiantang Pharmaceutical Co. Ltd. [Member] | ||||||||
Organization and Business Background (Details) [Line Items] | ||||||||
Equity interest rate | 100% | |||||||
Chongqing Guoyitang Hospital [Member] | ||||||||
Organization and Business Background (Details) [Line Items] | ||||||||
Equity interest rate | 100% | |||||||
Chongqing Zhuoda Pharmaceutical Co., LTD [Member] | ||||||||
Organization and Business Background (Details) [Line Items] | ||||||||
Equity interest rate | 100% |
Organization and Business Bac_4
Organization and Business Background (Details) - Schedule of subsidiaries | 3 Months Ended |
Mar. 31, 2023 | |
Lasting Wisdom Holdings Limited (“Lasting”) [Member] | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
Place of incorporation and kind of legal entity | British Virgin Island, a limited liability company |
Principal activities and place of operation | Investment holding |
Effective interest held | 100% |
Pukung Limited (“Pukung”) [Member] | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
Place of incorporation and kind of legal entity | Hong Kong, a limited liability company |
Principal activities and place of operation | Investment holding |
Effective interest held | 100% |
Beijing Xinrongxin Industrial Development Co., Ltd. (“Xinrongxin”) [Member] | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
Place of incorporation and kind of legal entity | The PRC, a limited liability company |
Principal activities and place of operation | Investment holding |
Effective interest held | 100% |
Boyi (Liaoning) Technology Co., Ltd (“Liaoning Boyi”) [Member] | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
Place of incorporation and kind of legal entity | The PRC, a limited liability company |
Principal activities and place of operation | IT Technology service research and development |
Effective interest held | 100% |
Dalian Boyi Technology Co., Ltd (“Dalian Boyi”) [Member] | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
Place of incorporation and kind of legal entity | The PRC, a limited liability company |
Principal activities and place of operation | IT Technology service research and development |
Effective interest held | 100% |
Chongqing Guanzan Technology Co., Ltd. (“Guanzan”) [Member] | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
Place of incorporation and kind of legal entity | The PRC, a limited liability company |
Principal activities and place of operation | Wholesale distribution of medical devices in the PRC |
Effective interest held | 100% |
Chongqing Shude Pharmaceutical Co., Ltd.(“Shude”) [Member] | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
Place of incorporation and kind of legal entity | The PRC, a limited liability company |
Principal activities and place of operation | Wholesale distribution of generic drugs in the PRC |
Effective interest held | 95% |
Chongqing Lijiantang Pharmaceutical Co., Ltd.(“Lijiantang”) [Member] | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
Place of incorporation and kind of legal entity | The PRC, a limited liability company |
Principal activities and place of operation | Wholesale distribution of generic drugs in the PRC |
Effective interest held | 100% |
Bimai Pharmaceutical (Chongqing) Co., Ltd. [Member] | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
Place of incorporation and kind of legal entity | The PRC, a limited liability company |
Principal activities and place of operation | Investment holding |
Effective interest held | 100% |
Chongqing Guoyitang Hospital Co., Ltd. [Member] | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
Place of incorporation and kind of legal entity | The PRC, a limited liability company |
Principal activities and place of operation | Hospital in the PRC |
Effective interest held | 100% |
Chongqing Huzhongtang Healthy Technology Co., Ltd. [Member] | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
Place of incorporation and kind of legal entity | The PRC, a limited liability company |
Principal activities and place of operation | Wholesale distribution of generic drugs in the PRC |
Effective interest held | 100% |
Chaohu Zhongshan Minimally Invasive Hospital Co.,Ltd. [Member] | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
Place of incorporation and kind of legal entity | The PRC, a limited liability company |
Principal activities and place of operation | Hospital in the PRC |
Effective interest held | 100% |
Yunnan Yuxi Minkang Hospital Co., Ltd. [Member] | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
Place of incorporation and kind of legal entity | The PRC, a limited liability company |
Principal activities and place of operation | Hospital in the PRC |
Effective interest held | 100% |
Wuzhou Qiangsheng Hospital Co., Ltd. [Member] | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
Place of incorporation and kind of legal entity | The PRC, a limited liability company |
Principal activities and place of operation | Hospital in the PRC |
Effective interest held | 100% |
Suzhou Eurasia Hospital Co., Ltd. [Member] | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
Place of incorporation and kind of legal entity | The PRC, a limited liability company |
Principal activities and place of operation | Hospital in the PRC |
Effective interest held | 100% |
Bimai Hospital Management (Chongqing) Co. Ltd [Member] | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
Place of incorporation and kind of legal entity | The PRC, a limited liability company |
Principal activities and place of operation | Hospital management in the PRC |
Effective interest held | 100% |
Pusheng Pharmaceutical Co., Ltd [Member] | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
Place of incorporation and kind of legal entity | The PRC, a limited liability company |
Principal activities and place of operation | Wholesale distribution of generic drugs in the PRC |
Effective interest held | 100% |
Going Concern Uncertainties (De
Going Concern Uncertainties (Details) - USD ($) | 3 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Incurred operating losses | $ 883,764 | $ 2,975,642 | ||
Accumulated deficit | $ 71,030,000 | |||
Amortization of convertible note | $ 2,252,401 | $ 2,091,927 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended |
Dec. 28, 2022 | Mar. 31, 2023 | Dec. 31, 2022 | |
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Allowance for doubtful accounts (in Dollars) | |||
Equity interests rate percentage | 87% | 87% | |
Allowance for obsolete inventories (in Dollars) | $ 27,975 | 59,567 | |
Impairments for goodwill (in Dollars) | $ 5,385,811 | $ 5,385,811 | |
Income tax benefit percentage | 50% | ||
VAT rates percentage | 13% | ||
Interest rate percentage | 87% | 13% | |
Zhongshan [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Equity interests rate percentage | 87% | 13% | |
Return Common shares (in Shares) | 40,037 | 40,037 | |
Qiangsheng, Eurasia and Minkang Acquisition [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Equity interests rate percentage | 90% | ||
Return Common shares (in Shares) | 80,000 | ||
Equity interests, description | the Company entered into an agreement to transfer 90% of the equity interests in the Qiangsheng, Eurasia and Minkang hospitals- to their former owners. Pursuant to the agreement, the Company will transfer 90% of the equity interests in each of the three hospitals and continue to own 10% of the equity interests in each hospital. . As consideration for the transfer, one of the former owners will return to the Company the 4,000,000 shares of the Company’s common stock, which were previously issued upon the acquisition of the three hospitals. Subsequent to their issuance, such shares were as consolidated into 80,000 shares as a result of a 1-for-5 reverse stock split on February 3, 2022 and a 1-for-10 reverse stock split on December 9, 2022. The Company will also receive a put option to sell part or all of its 10% interest in each of the three hospitals to the former owner before December 31, 2032, based on a valuation determined by a reputable third-party appraisal firm jointly chosen by the Company and the former owner. |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of carrying amount of the major classes of assets and liabilities - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Asset Held for sale [Member] | ||
Current assets | ||
Cash and cash equivalents | $ 162,465 | $ 53,928 |
Accounts receivable, net | 542,892 | 501,054 |
Advances to suppliers | 207,926 | 211,335 |
Amount due from related parties | 355,316 | 350,577 |
Inventories, net | 161,912 | 155,736 |
Prepayments and other receivables | 812,805 | 827,043 |
Operating lease-right of use assets | ||
Total current assets | 2,243,316 | 2,099,673 |
Non-current assets | ||
Deferred tax assets | (135) | (133) |
Property, plant and equipment, net | 1,252,955 | 1,254,328 |
Operating lease-right of use assets | 2,452,170 | 2,506,954 |
Goodwill | ||
Total non-current assets | 3,704,990 | 3,761,149 |
Total assets from held for sale | 5,948,306 | 5,860,822 |
Liability held for sale [Member] | ||
Current liabilities | ||
Short-term loans | 218,287 | 215,375 |
Long-term loans due within one year | ||
Accounts payable, trade | 1,446,840 | 1,480,098 |
Advances from customers | 2,805 | 1,537 |
Taxes payable | 341,307 | 336,755 |
Other payables and accrued liabilities | 806,104 | 739,873 |
Lease liability-current | 477,120 | 466,312 |
Total current liabilities | 3,292,463 | 3,239,950 |
Non-current liabilities | ||
Lease liability-non current | 2,298,314 | 2,245,373 |
Long-term loans - non-current | ||
Total non-current liabilities | 2,298,314 | 2,245,373 |
Total liabilities | $ 5,590,777 | $ 5,485,323 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of summarized operating results of the business - Business Held for Sale [Member] - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Summary of Significant Accounting Policies (Details) - Schedule of summarized operating results of the business [Line Items] | ||
Revenues | $ 334,211 | $ 1,585,234 |
Cost of revenues | 121,597 | 609,989 |
Gross profit | 212,614 | 975,245 |
Operating expense | 196,563 | 666,362 |
Other expense | (38,433) | (82,992) |
Loss(Income) before income taxes | (22,382) | 225,891 |
Income tax expense | 743 | 22,164 |
Loss(Income) from business held for sale | $ (23,125) | $ 207,416 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - Schedule of expected useful lives | 3 Months Ended |
Mar. 31, 2023 | |
Building [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of expected useful lives [Line Items] | |
Expected useful lives | 20 years |
Residual value | 5% |
Office Equipment [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of expected useful lives [Line Items] | |
Expected useful lives | 3 years |
Residual value | 5% |
Electronic equipment [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of expected useful lives [Line Items] | |
Expected useful lives | 3 years |
Residual value | 5% |
Furniture [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of expected useful lives [Line Items] | |
Expected useful lives | 5 years |
Residual value | 5% |
Medical equipment [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of expected useful lives [Line Items] | |
Expected useful lives | 10 years |
Residual value | 5% |
Vehicles [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of expected useful lives [Line Items] | |
Expected useful lives | 4 years |
Residual value | 5% |
Leasehold Improvement [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of expected useful lives [Line Items] | |
Residual value | 5% |
Expected useful lives | Shorter of lease term or useful life |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Details) - Schedule of exchange rates | Mar. 31, 2023 | Mar. 31, 2022 |
Schedule of Exchange Rates [Abstract] | ||
Year-end RMB: $1 exchange rate | 6.8717 | 6.3482 |
Annual average RMB: $1 exchange rate | 6.8476 | 6.3504 |
The Acquisition of the Guanza_3
The Acquisition of the Guanzan Group (Details) | 1 Months Ended | 3 Months Ended | ||||||||
Apr. 09, 2021 USD ($) | Feb. 01, 2020 USD ($) shares | Feb. 01, 2020 CNY (¥) shares | Aug. 27, 2021 shares | Mar. 18, 2020 | Mar. 31, 2023 USD ($) | Feb. 02, 2021 shares | Nov. 30, 2020 shares | Nov. 20, 2020 $ / shares | Nov. 20, 2020 CNY (¥) | |
The Acquisition of the Guanzan Group (Details) [Line Items] | ||||||||||
Payments to purchase of shares | $ 5,525,485 | |||||||||
Payment (in Yuan Renminbi) | (3,186,276) | |||||||||
Reverse splits share | shares | 18,400 | 4,000 | ||||||||
Non-controlling interests (in Dollars) | $ 46,295 | |||||||||
Non controlling equity interest Percentage | 20% | |||||||||
Capital investment (in Dollars) | $ 4,892,293 | |||||||||
Minimum [Member] | ||||||||||
The Acquisition of the Guanzan Group (Details) [Line Items] | ||||||||||
Percentage of equity interest | 80% | |||||||||
Maximum [Member] | ||||||||||
The Acquisition of the Guanzan Group (Details) [Line Items] | ||||||||||
Percentage of equity interest | 95.20% | |||||||||
Prepayment Agreement [Member] | ||||||||||
The Acquisition of the Guanzan Group (Details) [Line Items] | ||||||||||
Shares of common stock | shares | 200,000 | |||||||||
Cash consideration amount (in Yuan Renminbi) | ¥ | ¥ 20,000,000 | |||||||||
Common Stock valued price (in Dollars per share) | $ / shares | $ 15 | |||||||||
Shares issued payment | shares | 920,000 | |||||||||
Gunazan [Member] | ||||||||||
The Acquisition of the Guanzan Group (Details) [Line Items] | ||||||||||
Payments to purchase of shares | $ 14,285,714 | ¥ 100,000,000 | ||||||||
Shares of common stock | shares | 190,000 | 190,000 | 40,000 | |||||||
Payment (in Yuan Renminbi) | ¥ | ¥ 80,000,000 | |||||||||
Cash (in Dollars) | $ 11,428,571 | |||||||||
Stock consideration, percentage | 100% |
The Acquisition of the Guanza_4
The Acquisition of the Guanzan Group (Details) - Schedule of identified assets acquired and liabilities - Guanzan Acquisition [Member] | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Assets | |
Cash and cash equivalents | $ 95,220 |
Accounts receivable | 1,835,981 |
Advances to suppliers | 1,222,986 |
Amount due from related parties | 410,943 |
Inventories | 950,225 |
Prepayments and other receivables | 90,256 |
Property, plant and equipment | 707,289 |
Intangible assets | 254,737 |
Goodwill | 6,686,053 |
Liabilities | |
Short-term bank borrowings | (838,926) |
Long-term loans due within one year | (250,663) |
Accounts payable, trade | (1,303,399) |
Advances from customers | (1,350,126) |
Amount due to related parties | (106,720) |
Taxes payable | (406,169) |
Other payables and accrued liabilities | (390,593) |
Long-term loans – noncurrent portion | (186,796) |
Non-controlling interests | (46,295) |
Total-net assets | $ 7,374,000 |
The Acquisition of the Guanza_5
The Acquisition of the Guanzan Group (Details) - Schedule of reconciles the identified assets acquired and liabilities assumed | Nov. 20, 2020 USD ($) |
Business Acquisition [Line Items] | |
Total consideration | $ 7,374,000 |
March 12, 2020 [Member] | |
Business Acquisition [Line Items] | |
Total consideration | 2,717,000 |
November 30, 2020 [Member] | |
Business Acquisition [Line Items] | |
Total consideration | 839,000 |
August 27, 2021 [Member] | |
Business Acquisition [Line Items] | |
Total consideration | $ 3,818,000 |
The Acquisition of the Gyoyit_3
The Acquisition of the Gyoyitang Hospital (Details) - Guoyitang [Member] | Dec. 09, 2020 USD ($) shares | Dec. 09, 2020 CNY (¥) shares |
The Acquisition of the Gyoyitang Hospital (Details) [Line Items] | ||
Aggregate purchase price | $ 15,251,807 | ¥ 100,000,000 |
Shares of common stock | 400,000 | 400,000 |
Consideration for purchase | $ 3,096,119 | ¥ 20,000,000 |
Balance of purchase price | $ 6,100,723 | ¥ 40,000,000 |
The Acquisition of the Gyoyit_4
The Acquisition of the Gyoyitang Hospital (Details) - Schedule of identified assets acquired and liabilities - Guoyitang Acquisition [Member] | Mar. 31, 2023 USD ($) |
Assets | |
Cash and cash equivalents | $ 28,457 |
Accounts receivable | 11,797 |
Advances to suppliers | 12,670 |
Amount due from related parties | 41,598 |
Inventories | 167,440 |
Prepayments and other receivables | 61,102 |
Property, plant and equipment | 528,814 |
Right-of-use asset | 441,150 |
Goodwill | 7,154,393 |
Liabilities | |
Accounts payable, trade | (599,391) |
Amount due to related parties | (183,796) |
Taxes payable | (121) |
Other payables and accrued liabilities | (231,375) |
Lease liability-current | (161,707) |
Lease liability-non current | (354,912) |
Total-net assets | $ 6,916,119 |
The Acquisition of the Zhongs_3
The Acquisition of the Zhongshan Hospital (Details) | 3 Months Ended | |||||
Dec. 28, 2022 shares | Dec. 15, 2020 USD ($) | Dec. 15, 2020 CNY (¥) | Mar. 31, 2023 USD ($) | Mar. 31, 2023 CNY (¥) | Feb. 28, 2021 shares | |
The Acquisition of the Zhongshan Hospital (Details) [Line Items] | ||||||
Partial consideration | $ 6,100,723 | ¥ 40,000,000 | ||||
Common stock shares | 400,000 | |||||
Zhongshan Hospital [Member] | ||||||
The Acquisition of the Zhongshan Hospital (Details) [Line Items] | ||||||
Consideration | $ 18,515,661 | ¥ 120,000,000 | ||||
Common stock shares | 40,037 | |||||
Purchase price | $ 6,100,723 | ¥ 40,000,000 | ||||
Equity interests rate | 87% |
The Acquisition of the Zhongs_4
The Acquisition of the Zhongshan Hospital (Details) - Schedule of identified assets acquired and liabilities assumed pursuant to the Zhongshan Acquisition - Zhongshan Acquisition [Member] | Mar. 31, 2023 USD ($) |
Assets | |
Cash and cash equivalents | $ 46,748 |
Accounts receivable | 92,900 |
Inventories | 108,413 |
Prepayments and other receivables | 432,231 |
Property, plant and equipment | 344,208 |
Right-of-use asset | 1,188,693 |
Goodwill | 10,443,494 |
Liabilities | |
Short-term bank borrowings | (154,701) |
Accounts payable, trade | (928,640) |
Advances from customers | (5,603) |
Amount due to related parties | (217,203) |
Other payables and accrued liabilities | (435,290) |
Lease liability-current | (160,774) |
Lease liability-non current | (1,102,589) |
Total-net assets | $ 9,651,887 |
The Acquisition of the Qiangs_3
The Acquisition of the Qiangsheng, Eurasia and Minkang Hospitals (Details) | Dec. 28, 2022 shares | Apr. 09, 2021 USD ($) shares | Apr. 09, 2021 CNY (¥) shares |
The Acquisition of the Qiangsheng, Eurasia and Minkang Hospitals (Details) [Line Items] | |||
Shares issued | 80,000 | 800,000 | 800,000 |
Shares issuance value | $ 12,000,000 | ¥ 78,000,000 | |
Cash payment | 13,008,734 | 84,000,000 | |
Equity Interest percenatge | 90% | ||
Qiangsheng, Eurasia and Minkang Hospitals [Member] | |||
The Acquisition of the Qiangsheng, Eurasia and Minkang Hospitals (Details) [Line Items] | |||
Consideration amount | $ 25,023,555 | ¥ 162,000,000 | |
Cash consideration description | The first payment of the Cash Consideration was RMB 20,000,000 (approximately $3,097,317). The second and third payments of the Cash Consideration of RMB 64,000,000 (approximately $9,911,416) were subject to post-closing adjustments based on the performance of Qiangsheng, Eurasia and Minkang in 2021 and 2022. The sellers had the choice to receive the second and third payments in the form of the shares of Common Stock valued at $15.00 per share or in cash. | The first payment of the Cash Consideration was RMB 20,000,000 (approximately $3,097,317). The second and third payments of the Cash Consideration of RMB 64,000,000 (approximately $9,911,416) were subject to post-closing adjustments based on the performance of Qiangsheng, Eurasia and Minkang in 2021 and 2022. The sellers had the choice to receive the second and third payments in the form of the shares of Common Stock valued at $15.00 per share or in cash. |
The Acquisition of the Qiangs_4
The Acquisition of the Qiangsheng, Eurasia and Minkang Hospitals (Details) - Schedule of identified assets acquired and liabilities - Qiangsheng, Eurasia and Minkang [Member] | May 06, 2021 USD ($) |
Assets | |
Cash and cash equivalents | $ 12,341 |
Accounts receivable | 41,836 |
Inventories | 156,576 |
Advances and other receivables | 40,620 |
Property, plant and equipment | 653,104 |
Right of use assets | 2,168,709 |
Goodwill | 9,067,529 |
Liabilities | |
Accounts payable | (355,980) |
Advances from customers | (36,798) |
Tax payable | (345,870) |
Other payables and accrued liabilities | (311,174) |
Lease liability-current | (365,788) |
Lease liability-non-current | (1,988,195) |
Total net assets | $ 8,736,910 |
The Acquisition of Zhuoda (Deta
The Acquisition of Zhuoda (Details) - Zhuoda [Member] | 1 Months Ended | 3 Months Ended | ||||
Sep. 10, 2021 USD ($) | Sep. 10, 2021 CNY (¥) | Sep. 22, 2021 USD ($) $ / shares shares | Mar. 31, 2023 USD ($) shares | Mar. 31, 2023 CNY (¥) shares | Sep. 22, 2021 CNY (¥) | |
The Acquisition of Zhuoda (Details) [Line Items] | ||||||
Issued and outstanding equity interests | $ 11,400,000 | ¥ 75,240,000 | ||||
Shares of common stock | shares | 440,000 | 44,000 | 44,000 | |||
Shares of common stock valued | $ 6,600,000 | ¥ 43,560,000 | ||||
Shares of common stock per share | $ / shares | $ 150 | |||||
Purchase price | $ 4,800,000 | ¥ 31,680,000 | ||||
Equity interests percentage | 100% | 100% |
The Acquisition of Zhuoda (De_2
The Acquisition of Zhuoda (Details) - Schedule of identified assets acquired and liabilities - Zhuoda Acquisition [Member] | Mar. 31, 2023 USD ($) |
Assets | |
Cash and cash equivalents | $ 102,350 |
Accounts receivable | 804,083 |
Inventories | 131,456 |
Advances and other receivables | 886,370 |
Property, plant and equipment | 6,579 |
Right of use assets | 17,160 |
Goodwill | 924,740 |
Liabilities | |
Short term loan | (773,737) |
Accounts payable | (56,887) |
Advances from customers | (3,778) |
Tax payable | (24,787) |
Other payables and accrued liabilities | (493,868) |
Lease liability-current | (7,217) |
Lease liability-non-current | (14,265) |
Total net assets | $ 1,498,199 |
The Sale of Zhuoda (Details)
The Sale of Zhuoda (Details) - shares | 1 Months Ended | 3 Months Ended | |
Nov. 23, 2022 | Sep. 22, 2021 | Mar. 31, 2023 | |
The Sale of Zhuoda (Details) [Line Items] | |||
Purchased common stock shares | 44,000 | ||
Shares return | 44,000 | ||
Common stock shares amount | 44,000 | ||
Zhuoda [Member] | |||
The Sale of Zhuoda (Details) [Line Items] | |||
Equity interests | 100% | ||
Zhuoda [Member] | |||
The Sale of Zhuoda (Details) [Line Items] | |||
Shares return | 44,000 | ||
Series of Individually Immaterial Business Acquisitions [Member] | Zhuoda [Member] | |||
The Sale of Zhuoda (Details) [Line Items] | |||
Equity interest rate | 100% |
The Sale of Zhuoda (Details) -
The Sale of Zhuoda (Details) - Schedule of condensed consolidated statements of operations - The Sale of Zhuoda [Member] | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Schedule of condensed consolidated statements of operations [Abstract] | |
Revenues | $ 2,713,818 |
Cost of revenues | 2,314,877 |
Gross profit | 398,941 |
Operating expense | 392,875 |
Other income (expense) | (45,146) |
Loss before income taxes | (39,080) |
Income tax expense | 1,425 |
Net income/(loss) from discontinued operations | $ (40,505) |
The Sale of Zhuoda (Details) _2
The Sale of Zhuoda (Details) - Schedule of zhuoda balance sheet - The Sale of Zhuoda [Member] - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 13,922 | $ 100,678 |
Accounts receivable, net | 1,951,997 | 984,030 |
Advances to suppliers | 67,561 | 118,365 |
Amount due from related parties | ||
Inventories, net | 101,059 | 162,882 |
Prepayments and other receivables | 720,365 | 725,881 |
Operating lease-right of use assets | ||
Total current assets | 2,854,904 | 2,091,836 |
Non-current assets | ||
Deferred tax assets | ||
Property, plant and equipment, net | 1,442 | 2,507 |
Intangible assets, net | ||
Operating lease-right of use assets | 10,044 | 15,959 |
Goodwill | ||
Long-term investment | ||
Total non-current assets | 11,486 | 18,466 |
Total assets from discontinued operations | 2,866,390 | 2,110,302 |
Current liabilities | ||
Short-term loans | 154,288 | 795,583 |
Long-term loans due within one year | ||
Convertible promissory notes, net | ||
Accounts payable, trade | 1,301,712 | 265,731 |
Advances from customers | 723 | |
Amount due to related parties | ||
Taxes payable | 441 | 218 |
Other payables and accrued liabilities | 162,362 | 468,970 |
Lease liability-current | 7,693 | 8,102 |
Total current liabilities | 1,626,496 | 1,539,327 |
Non-current liabilities | ||
Lease liability-non current | 6,976 | 12,727 |
Long-term loans – non-current | 330,242 | |
Total non-current liabilities | 337,218 | 12,727 |
Total liabilities | $ 1,963,714 | $ 1,552,054 |
Accounts Receivable (Details)
Accounts Receivable (Details) | 3 Months Ended |
Mar. 31, 2022 USD ($) | |
Accounts Receivable [Abstract] | |
Doubtful account | $ 584 |
Accounts Receivable (Details) -
Accounts Receivable (Details) - Schedule of accounts receivable - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Schedule of Accounts Receivable [Abstract] | ||
Accounts receivable, cost | $ 5,541,944 | $ 4,813,160 |
Less: allowance for doubtful accounts | (1,626,571) | (1,604,874) |
Accounts receivable, net | $ 3,915,373 | $ 3,208,286 |
Advances to Suppliers (Details)
Advances to Suppliers (Details) - Schedule of advances to suppliers - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Schedule of advances to suppliers [Abstract] | ||
Advances to suppliers, cost | $ 7,260,331 | $ 6,589,759 |
Less: allowance for doubtful accounts | ||
Advances to suppliers, net | $ 7,260,331 | $ 6,589,759 |
Inventories (Details)
Inventories (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Inventories [Abstract] | ||
Accrued allowances | $ 27,975 | $ 30,282 |
Inventories (Details) - Schedul
Inventories (Details) - Schedule of inventories - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Schedule of inventories [Abstract] | ||
Pharmaceuticals | $ 7,924,362 | $ 7,067,613 |
Medical devices | 568,926 | 614,231 |
Less: allowance for obsolete and expired inventory | (27,975) | (27,602) |
Total inventory | $ 8,465,313 | $ 7,645,242 |
Prepayments and Other Receiva_3
Prepayments and Other Receivables (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Prepayments and Other Receivables [Abstract] | ||
Bad debt expenses | $ 24,198 | $ 26,193 |
Prepayments and Other Receiva_4
Prepayments and Other Receivables (Details) - Schedule of prepayments and other receivables - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Schedule of prepayments and other receivables [Abstract] | ||
Deposit for rentals | $ 151,401 | $ 132,960 |
Prepaid expenses and improvements of offices | 56,879 | 56,121 |
Deposit for purchase of medical devices | 169,019 | 166,765 |
Deposit for sales platform | 21,450 | 24,337 |
Deferred offering cost | ||
Receivables form third party | 54,700 | 66,986 |
VAT deductibles | 890,173 | 229,754 |
Others | 44,251 | 694,031 |
Less: allowance for doubtful accounts | (24,198) | (23,875) |
Prepayments and other receivables, net | $ 1,363,675 | $ 1,347,079 |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] [Standard Label] | ||
Depreciation expense | $ 46,091 | $ 85,322 |
Property, Plant and Equipment_3
Property, Plant and Equipment (Details) - Schedule of property, plant and equipment - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 2,753,023 | $ 2,642,346 |
Less: accumulated depreciation | (961,520) | (938,926) |
Property, plant and equipment, net | 1,791,503 | 1,703,420 |
Building [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 759,659 | 749,526 |
Office equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 233,717 | 132,329 |
Electronic equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 37,761 | 37,257 |
Furniture [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 31,179 | 30,764 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 153,257 | 168,512 |
Medical equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 937,790 | 925,281 |
Leasehold Improvement [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 599,660 | $ 598,677 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 7,709 | $ 3,837 |
Intangible Assets (Details) - S
Intangible Assets (Details) - Schedule of intangible assets - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Schedule of intangible assets [Abstract] | ||
Software | $ 19,944 | $ 19,679 |
Trademark use right | 500,000 | |
Less: accumulated amortization | (7,709) | (3,496) |
Intangible assets, net | $ 512,235 | $ 16,183 |
Long-Term Investment (Details)
Long-Term Investment (Details) - USD ($) | 3 Months Ended | |
Jul. 05, 2022 | Mar. 31, 2023 | |
Loans [Abstract] | ||
Equity interests percentage | 100% | |
Products in consideration | $ 1,800,000 | |
Cash purchase | $ 180,000 | |
Common stock, share | 5,270,000 | |
Share issued | 270,000 | |
Balance shares | 5,000,000 | |
Net profit | $ 2,500,000 |
Long-Term Investment (Details)
Long-Term Investment (Details) - Schedule of investment - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Schedule Of Investment Abstract | ||
Long-term investment in Phenix Bio Inc | $ 1,800,000 | |
Total long-term investment | $ 1,800,000 |
Leases (Details) - Schedule of
Leases (Details) - Schedule of operating leases - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Operating Lease Assets | ||
Operating lease | $ 3,028,518 | $ 2,942,265 |
Total operating lease assets | 3,028,518 | 2,942,265 |
Operating Lease Obligations | ||
Current operating lease liabilities | 665,115 | 532,630 |
Non-current operating lease liabilities | 2,587,353 | 2,574,751 |
Total Lease Liabilities | $ 3,252,468 | $ 3,107,381 |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of lease liability maturities | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Schedule of lease liability maturities [Abstract] | |
2023 | $ 826,567 |
2024 | 830,667 |
2025 | 822,675 |
2026 | 795,581 |
2027 and Thereafter | 605,797 |
Total minimum lease payments | 3,881,287 |
Less: Amount representing interest | (628,819) |
Total | $ 3,252,468 |
Goodwill (Details)
Goodwill (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Goodwill [Abstract] | ||
Goodwill | $ 2,065,666 | $ 2,065,666 |
Guanzan Acquisition [Member] | ||
Goodwill [Abstract] | ||
Goodwill associated with acquisition | 6,914,232 | |
Guoyitang Acquisition [Member] | ||
Goodwill [Abstract] | ||
Goodwill acquired during period | 7,154,393 | |
Zhongshan Acquisition [Member] | ||
Goodwill [Abstract] | ||
Goodwill acquired during period | 10,443,494 | |
Minkang, Qiangsheng and Eurasia [Member] | ||
Goodwill [Abstract] | ||
Goodwill acquired during period | $ 9,067,529 |
Goodwill (Details) - Schedule o
Goodwill (Details) - Schedule of carrying amount of goodwill - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Schedule of carrying amount of goodwill [Abstract] | ||
Beginning balance | $ 8,376,217 | $ 8,376,217 |
Disposal of Zhuoda | (924,740) | (924,740) |
Addition during the year | ||
Impairment during the year | (5,385,811) | (5,385,811) |
Goodwill | $ 2,065,666 | $ 2,065,666 |
Loans (Details)
Loans (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Loans [Abstract] | ||
Interest expense on short-term loans | $ 6,351 | $ 21,269 |
Interest expense on long-term loans | $ 14,058 | $ 22,319 |
Loans (Details) - Schedule of s
Loans (Details) - Schedule of short-term loans - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Short-Term Debt [Line Items] | ||
Total | $ 829,489 | $ 818,425 |
China Minsheng Bank [Member] | ||
Short-Term Debt [Line Items] | ||
Total | 116,419 | 114,867 |
Postal Savings Bank of China [Member] | ||
Short-Term Debt [Line Items] | ||
Total | $ 713,070 | $ 703,558 |
Loans (Details) - Schedule of l
Loans (Details) - Schedule of long-term loans - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Loans (Details) - Schedule of long-term loans [Line Items] | ||
Subtotal of long-term loans | $ 323,260 | $ 420,751 |
Less: current portion | (163,183) | (105,965) |
Total Long-term loans – noncurrent portion | 160,077 | 314,786 |
China Construction Bank Chongqing Zhongxian Sub-branch [Member] | ||
Loans (Details) - Schedule of long-term loans [Line Items] | ||
Long-term loans | 59,926 | |
We Bank [Member] | ||
Loans (Details) - Schedule of long-term loans [Line Items] | ||
Long-term loans | $ 323,260 | $ 360,825 |
Convertible Promissory Notes _3
Convertible Promissory Notes and Embedded Derivative Instructions (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Feb. 26, 2021 | Feb. 24, 2021 | May 18, 2020 | Nov. 18, 2021 | Mar. 31, 2023 | Dec. 31, 2022 | |
Convertible Promissory Notes and Embedded Derivative Instructions (Details) [Line Items] | ||||||
Shares of common stock (in Shares) | 152,000 | 130,000 | ||||
Exercise price (in Dollars per share) | $ 14.23 | $ 14.23 | ||||
Converted shares (in Dollars per share) | $ 12.95 | |||||
Principal amount | $ 5,400,000 | |||||
Securities purchase, agreement | the “November SPA”) with the same two Institutional Investors to sell them a series of senior convertible notes (the “2021 Notes”) with an original issue discount of 20% and ranking senior to all outstanding and future indebtedness of the Company in a private placement. Each Institutional Investor paid $3,250,000 in cash for a 2021 Note in the face amount of $3,900,000. The November SPA also provided for the issuance of additional 2021 Notes in an aggregate original principal amount not to exceed $3,900,000 under certain circumstances. The November SPA also contains provisions about the Market Event Price. The 2021 Notes, which were issued on November 22, 2021, mature on the eighteen-month anniversary of the issuance date, are payable by the Company in installments and are convertible at the election of the Institutional Investors at the conversion price of $3.25 (post-Split Price and subject to the Event Market Price Adjustment), which is subject to adjustment in the event of default. Each Institutional Investor also received a warrant (the “Institutional Investor 2021 Warrant”) to purchase 180,000 shares of Common Stock at an initial exercise price of $3.55 per share (subject to the Event Market Price Adjustment). The placement agent for the private placement received a warrant (the “Placement Agent 2021 Warrant”, together with the Institutional Investor 2021 Warrant, the “2021 Warrants”) to purchase up to 8% of the aggregate number of shares of Common Stock at an initial exercise price of $3.55 per share (post-Split Price and subject to the Event Market Price Adjustment), subject to increase based on the number of shares Common Stock issued pursuant to the 2021 Notes. | |||||
Convertible notes | ||||||
Fair value of conversion option liability | ||||||
Institutional Investor 2020 Warrant [Member] | ||||||
Convertible Promissory Notes and Embedded Derivative Instructions (Details) [Line Items] | ||||||
Shares of common stock (in Shares) | 325,000 | |||||
Exercise price (in Dollars per share) | $ 14.225 | |||||
Placement Agent 2020 Warrant [Member] | ||||||
Convertible Promissory Notes and Embedded Derivative Instructions (Details) [Line Items] | ||||||
Exercise price (in Dollars per share) | $ 14.225 | |||||
Number of shares percentage | 10% | |||||
Private Placement [Member] | ||||||
Convertible Promissory Notes and Embedded Derivative Instructions (Details) [Line Items] | ||||||
Shares of common stock (in Shares) | 34,749 | 34,369 | ||||
Exercise price (in Dollars per share) | $ 14.23 | $ 14.23 | ||||
Minimum [Member] | ||||||
Convertible Promissory Notes and Embedded Derivative Instructions (Details) [Line Items] | ||||||
Additional notes | $ 3,300,000 | |||||
Maximum [Member] | ||||||
Convertible Promissory Notes and Embedded Derivative Instructions (Details) [Line Items] | ||||||
Additional notes | $ 5,400,000 | |||||
Securities Purchase Agreement [Member] | ||||||
Convertible Promissory Notes and Embedded Derivative Instructions (Details) [Line Items] | ||||||
Convertible notes face amount | $ 6,550,000 | |||||
Discount rate | 19.85% | |||||
Convertible Promissory Notes [Member] | ||||||
Convertible Promissory Notes and Embedded Derivative Instructions (Details) [Line Items] | ||||||
Face amount | $ 2,100,000 | |||||
Reverse split | The Company implemented a reverse stock split (the “Split”) on February 2, 2022 at the ratio of 5 to 1. | |||||
2020 Note [Member] | ||||||
Convertible Promissory Notes and Embedded Derivative Instructions (Details) [Line Items] | ||||||
Face amount | $ 2,225,000 | |||||
Investors in consideration of payment | $ 1,750,000 |
Convertible Promissory Notes _4
Convertible Promissory Notes and Embedded Derivative Instructions (Details) - Schedule of additional paid-in capital - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Schedule of Additional Paid in Capital [Abstract] | ||
Convertible note – principal | $ 1,108,785 | $ 1,108,785 |
Convertible note – discount | (334,800) | |
Convertible promissory note, net | $ 773,985 | $ 1,108,785 |
Convertible Promissory Notes _5
Convertible Promissory Notes and Embedded Derivative Instructions (Details) - Schedule of assumptions used in the Black-Scholes option pricing model | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Schedule of Assumptions Used in the Black Scholes Option Pricing Model [Abstract] | ||
Dividend yield | 0% | 0% |
Expected volatility | 171% | 171% |
Risk free interest rate | 0.87% | 0.87% |
Expected life (year) | 1 year 5 months 1 day | 1 year 5 months 1 day |
Other Payables and Accrued Li_3
Other Payables and Accrued Liabilities (Details) - USD ($) | 1 Months Ended | 2 Months Ended | ||
Oct. 01, 2019 | Jan. 27, 2022 | Oct. 28, 2021 | Jul. 14, 2021 | |
Other Payables and Accrued Liabilities (Details) [Line Items] | ||||
Agreement term | 1 year | 1 year | ||
Annual cash compensation | $ 500,000 | $ 250,000 | ||
Salaries and wages | $ 500,000 | $ 1,000,000 | ||
Stock compensation (in Shares) | 500,000 | 1,000,000 | ||
Chief Executive Officer [Member] | ||||
Other Payables and Accrued Liabilities (Details) [Line Items] | ||||
Agreement term | 2 years |
Other Payables and Accrued Li_4
Other Payables and Accrued Liabilities (Details) - Schedule of other payables and accrued liabilities - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | ||
Schedule of Other Payables and Accrued Liabilities [Abstract] | |||
Salary payable | $ 276,635 | $ 411,043 | |
Salary payable – related party | [1] | 2,210,333 | 2,135,333 |
Accrued operating expenses | (900) | (900) | |
Other payables | 613,861 | 630,097 | |
Other payables and accrued liabilities, net | $ 3,099,929 | $ 3,175,574 | |
[1] The Company entered into the Song Agreement with Mr. Tiewei Song dated October 1, 2019, as its Chief Executive Officer for a term of two years commencing October 1, 2019 with base annual cash compensation of $500,000. The Song Agreement was renewed on October 28, 2021 for one year with an annual base salary of $1,000,000 in cash and annual stock compensation of 1,000,000 shares of the Company’s Common Stock. We have not paid any cash compensation to Mr. Song as of the date of this quarterly report. |
Related Parties and Related P_2
Related Parties and Related Parties Transactions (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 15, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 03, 2023 | Dec. 06, 2022 | |
Related Parties and Related Parties Transactions (Details) [Line Items] | |||||
Accounts payable | $ 2,519,803 | $ 4,600,441 | |||
Personal loan amount | 2,000,000 | ||||
Remaining balance amount | $ 1,620,000 | ||||
Equity Interest | 100% | ||||
Interest accrued | 1% | ||||
Mr. Yongquan Bi [Member] | |||||
Related Parties and Related Parties Transactions (Details) [Line Items] | |||||
Accounts payable | 27,699 | ||||
Mr. Li Zhou [Member] | |||||
Related Parties and Related Parties Transactions (Details) [Line Items] | |||||
Accounts payable | 248,690 | ||||
Mr. Fuqing Zhang [Member] | |||||
Related Parties and Related Parties Transactions (Details) [Line Items] | |||||
Accounts payable | 172,730 | ||||
Mr. Youwei Xu [Member] | |||||
Related Parties and Related Parties Transactions (Details) [Line Items] | |||||
Accounts payable | 11,943 | 11,784 | |||
Shaohui Zhuo [Member] | |||||
Related Parties and Related Parties Transactions (Details) [Line Items] | |||||
Amount payable to daily operations | 4,734 | 4,671 | |||
Nanfang Xiao [Member] | |||||
Related Parties and Related Parties Transactions (Details) [Line Items] | |||||
Amount payable to daily operations | 10,623 | 10,482 | |||
Jia Song [Member] | |||||
Related Parties and Related Parties Transactions (Details) [Line Items] | |||||
Amount payable to daily operations | $ 4,446 | 4,385 | |||
Mr. Fnu Oudom [Member] | |||||
Related Parties and Related Parties Transactions (Details) [Line Items] | |||||
Other payable | 3,620,000 | ||||
Interest rate | 6% | ||||
Mr. Song Tie Wei [Member] | |||||
Related Parties and Related Parties Transactions (Details) [Line Items] | |||||
Other payable | $ 500,000 |
Stock Equity (Details)
Stock Equity (Details) - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 6 Months Ended | |||||||||||||||||||||||||
Nov. 23, 2022 | Jul. 18, 2022 | Feb. 01, 2022 | Jan. 07, 2022 | Apr. 29, 2021 | Feb. 11, 2021 | Feb. 03, 2021 | Dec. 02, 2020 | Oct. 07, 2019 | Jan. 27, 2022 | Jan. 24, 2022 | Sep. 22, 2021 | Aug. 27, 2021 | Jul. 23, 2021 | Jun. 18, 2021 | Apr. 20, 2021 | Mar. 26, 2021 | Feb. 09, 2021 | Nov. 30, 2020 | Jun. 18, 2020 | Apr. 20, 2019 | Mar. 01, 2021 | Mar. 31, 2023 | Nov. 30, 2021 | Oct. 20, 2020 | Dec. 31, 2022 | Feb. 02, 2021 | Mar. 12, 2020 | Feb. 01, 2020 | |
Stock Equity (Details) [Line Items] | |||||||||||||||||||||||||||||
Common stock, shares authorized | 200,000,000 | 200,000,000 | |||||||||||||||||||||||||||
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | |||||||||||||||||||||||||||
Common stock, shares outstanding | 4,034,780 | 3,764,780 | |||||||||||||||||||||||||||
Common stock, shares issued | 4,034,780 | 3,764,780 | |||||||||||||||||||||||||||
Number of share issued | 44,000 | ||||||||||||||||||||||||||||
Aggregate principal amount (in Dollars) | $ 74,473 | ||||||||||||||||||||||||||||
Compensation of annual salary in cash (in Dollars) | $ 500,000 | ||||||||||||||||||||||||||||
Stock compensation shares issued | 500,000 | ||||||||||||||||||||||||||||
Consideration amount (in Dollars) | $ 5,000,000 | ||||||||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||||||||
Stock Equity (Details) [Line Items] | |||||||||||||||||||||||||||||
Common stock, shares authorized | 200,000,000 | ||||||||||||||||||||||||||||
Common stock, par value (in Dollars per share) | $ 0.001 | ||||||||||||||||||||||||||||
Common stock, shares outstanding | 10,359,264 | ||||||||||||||||||||||||||||
Common stock, shares issued | 34,255,000 | ||||||||||||||||||||||||||||
Number of share issued | 30,000 | ||||||||||||||||||||||||||||
Convertible Notes Payable [Member] | |||||||||||||||||||||||||||||
Stock Equity (Details) [Line Items] | |||||||||||||||||||||||||||||
Common Stock of shares | 20,706 | ||||||||||||||||||||||||||||
Boqi Zhengji [Member] | |||||||||||||||||||||||||||||
Stock Equity (Details) [Line Items] | |||||||||||||||||||||||||||||
Aggregate of common stock shares | 300,000 | 300,000 | |||||||||||||||||||||||||||
Guoyitang [Member] | |||||||||||||||||||||||||||||
Stock Equity (Details) [Line Items] | |||||||||||||||||||||||||||||
Common stock shares issued | 190,000 | ||||||||||||||||||||||||||||
Platinum Point Capital LLC [Member] | |||||||||||||||||||||||||||||
Stock Equity (Details) [Line Items] | |||||||||||||||||||||||||||||
Aggregate of common stock shares | 331,643 | ||||||||||||||||||||||||||||
Convertible notes issued (in Dollars) | $ 1,534,250 | ||||||||||||||||||||||||||||
Guanzan [Member] | |||||||||||||||||||||||||||||
Stock Equity (Details) [Line Items] | |||||||||||||||||||||||||||||
Common stock shares issued | 40,000 | 190,000 | |||||||||||||||||||||||||||
Number of share issued | 92,000 | 200,000 | |||||||||||||||||||||||||||
Hudson Bay [Member] | |||||||||||||||||||||||||||||
Stock Equity (Details) [Line Items] | |||||||||||||||||||||||||||||
Aggregate of common stock shares | 25,125 | 276,943 | 970,173 | ||||||||||||||||||||||||||
Aggregate principal amount (in Dollars) | $ 173,154 | ||||||||||||||||||||||||||||
Aggregate principal amount (in Dollars) | $ 2,150,000 | $ 2,400,000 | |||||||||||||||||||||||||||
CVI [Member] | |||||||||||||||||||||||||||||
Stock Equity (Details) [Line Items] | |||||||||||||||||||||||||||||
Aggregate of common stock shares | 89,492 | 227,731 | 1,183,251 | ||||||||||||||||||||||||||
Number of share issued | 32,500 | ||||||||||||||||||||||||||||
Aggregate principal amount (in Dollars) | $ 609,615 | $ 3,000,000 | |||||||||||||||||||||||||||
Aggregate principal amount (in Dollars) | $ 2,150,000 | ||||||||||||||||||||||||||||
Cashless exercise warrants | 650,000 | ||||||||||||||||||||||||||||
Real Miracle Investments Limited [Member] | |||||||||||||||||||||||||||||
Stock Equity (Details) [Line Items] | |||||||||||||||||||||||||||||
Number of share issued | 5,000 | ||||||||||||||||||||||||||||
Zhongshan [Member] | |||||||||||||||||||||||||||||
Stock Equity (Details) [Line Items] | |||||||||||||||||||||||||||||
Number of share issued | 40,000 | ||||||||||||||||||||||||||||
Minkang, Qiangsheng and Eurasia Hospitals [Member] | |||||||||||||||||||||||||||||
Stock Equity (Details) [Line Items] | |||||||||||||||||||||||||||||
Number of share issued | 80,000 | ||||||||||||||||||||||||||||
Chongqing [Member] | |||||||||||||||||||||||||||||
Stock Equity (Details) [Line Items] | |||||||||||||||||||||||||||||
Number of share issued | 10,000 | ||||||||||||||||||||||||||||
Zhuoda [Member] | |||||||||||||||||||||||||||||
Stock Equity (Details) [Line Items] | |||||||||||||||||||||||||||||
Common stock shares issued | 44,000 | ||||||||||||||||||||||||||||
Number of share issued | 44,000 | ||||||||||||||||||||||||||||
Equity interests percentage | 100% | ||||||||||||||||||||||||||||
Mali Hospital [Member] | |||||||||||||||||||||||||||||
Stock Equity (Details) [Line Items] | |||||||||||||||||||||||||||||
Number of share issued | 600,000 | ||||||||||||||||||||||||||||
Mr. Tiewei Song [Member] | |||||||||||||||||||||||||||||
Stock Equity (Details) [Line Items] | |||||||||||||||||||||||||||||
Number of share issued | 1,000,000 | ||||||||||||||||||||||||||||
Mr Wangs [Member] | |||||||||||||||||||||||||||||
Stock Equity (Details) [Line Items] | |||||||||||||||||||||||||||||
Number of share issued | 500,000 | ||||||||||||||||||||||||||||
Kingmoon & Kingyang (Jiulongpo) [Member] | |||||||||||||||||||||||||||||
Stock Equity (Details) [Line Items] | |||||||||||||||||||||||||||||
Common stock shares issued | 50,000 | ||||||||||||||||||||||||||||
Mr. Fnu Oudom [Member] | |||||||||||||||||||||||||||||
Stock Equity (Details) [Line Items] | |||||||||||||||||||||||||||||
Common stock shares issued | 12,500,000 |
Net Loss Per Share (Details) -
Net Loss Per Share (Details) - Schedule of basic and diluted net loss per share - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Schedule of Basic and Diluted Net Loss Per Share [Abstract] | ||
Net loss from continuing operation attributable to common shareholders | $ (860,635) | $ (2,975,642) |
Net Income from discontinued operation attributable to common shareholders | (23,129) | |
Total net loss attributable to common shareholders | $ (883,764) | $ (2,975,642) |
Weighted average number of common shares outstanding – Basic and diluted | 3,834,443 | 10,087,665 |
loss per share – basic and diluted: | ||
Continuing operations | $ (0.22) | $ (0.29) |
Discontinued operations | (0.01) | |
Total | $ (0.23) | $ (0.29) |
Net Loss Per Share (Details) _2
Net Loss Per Share (Details) - Schedule of basic and diluted net loss per share (Parentheticals) - shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Schedule of Basic and Diluted Net Loss Per Share [Abstract] | ||
Weighted average number of common shares outstanding – Diluted | 3,834,443 | 10,087,665 |
Segments (Details) - Schedule o
Segments (Details) - Schedule of reported segment profit or loss - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Segment Reporting Information [Line Items] | ||
Revenues from external customers | $ 3,197,637 | $ 2,714,711 |
Cost of revenues | 1,507,396 | 2,342,367 |
Depreciation, depletion, and amortization expense | 27,503 | 19,247 |
Profit (loss) | (869,578) | (2,975,643) |
Total assets | 30,325,380 | 29,267,966 |
Retail pharmacy [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues from external customers | 210,246 | 65,156 |
Cost of revenues | 133,455 | 40,192 |
Depreciation, depletion, and amortization expense | 4,579 | 3,481 |
Profit (loss) | (66,917) | (102,615) |
Total assets | 471,553 | 253,906 |
Medical device wholesale [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues from external customers | 158,141 | 2,137,253 |
Cost of revenues | 98,939 | 1,835,465 |
Depreciation, depletion, and amortization expense | 11,434 | 12,329 |
Profit (loss) | (206,263) | 114,476 |
Total assets | 3,913,199 | 4,590,217 |
Drugs wholesale [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues from external customers | 806,742 | 512,302 |
Cost of revenues | 772,272 | 466,710 |
Depreciation, depletion, and amortization expense | 79 | |
Profit (loss) | (16,486) | (171,166) |
Total assets | 12,987,234 | 8,218,069 |
Healthcare Products Sales [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues from external customers | 2,022,508 | |
Cost of revenues | 501,112 | |
Depreciation, depletion, and amortization expense | 8,943 | |
Profit (loss) | 1,395,494 | |
Total assets | 3,996,806 | |
Medical Services [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues from external customers | ||
Cost of revenues | ||
Depreciation, depletion, and amortization expense | ||
Profit (loss) | 908 | |
Total assets | 1,073,740 | |
Others [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues from external customers | ||
Cost of revenues | 1,618 | |
Depreciation, depletion, and amortization expense | 2,547 | 3,358 |
Profit (loss) | (1,976,314) | (2,816,338) |
Total assets | $ 7,882,848 | $ 16,205,774 |
Segments (Details) - Schedule_2
Segments (Details) - Schedule of reportable segment revenues, profit or loss, and assets - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Schedule of Reportable Segment Revenues Profit or Loss and Assets [Abstract] | ||
Total revenues of operating segments | $ 3,443,413 | $ 2,719,977 |
Other revenues | ||
Elimination of intersegments revenues | (245,776) | (5,266) |
Total consolidated revenues | 3,197,637 | 2,714,711 |
Total loss from operating segments | 1,106,737 | (159,306) |
Elimination of intersegments profit or loss | (133,455) | |
Amortization of discount of convertible notes | (771,124) | |
Other corporation expense | (1,842,860) | (2,045,213) |
Total net loss | (869,578) | (2,975,643) |
Total assets of operating segments | 38,388,388 | 41,860,113 |
Elimination of intersegments receivables | (13,588,019) | (15,156,049) |
Other unallocated assets – Xinrongxin | 4,571 | |
Other unallocated assets – Liaoning Boyi | 31,069 | 33,631 |
Other unallocated assets – Dalian Boyi | 4,028 | 4,885 |
Other unallocated assets – Chongqing Bimai | 1,071,003 | 1,728,643 |
Other unallocated assets – BIMI | 4,418,911 | 792,172 |
Total consolidated assets | $ 30,325,380 | $ 29,267,966 |
Entity-Wide Information and C_3
Entity-Wide Information and Concentrations of Risk (Details) | 3 Months Ended |
Mar. 31, 2023 | |
Risks and Uncertainties [Abstract] | |
Revenues percentage | 10% |
Accounts receivable percentage | 10% |
Entity-Wide Information and C_4
Entity-Wide Information and Concentrations of Risk (Details) - Schedule of reported revenues for each type of product - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Entity-Wide Information and Concentrations of Risk (Details) - Schedule of reported revenues for each type of product [Line Items] | ||
Total | $ 3,197,637 | $ 2,714,711 |
Medical devices [Member] | ||
Entity-Wide Information and Concentrations of Risk (Details) - Schedule of reported revenues for each type of product [Line Items] | ||
Total | 158,141 | 2,137,253 |
Healthcare products [Member] | ||
Entity-Wide Information and Concentrations of Risk (Details) - Schedule of reported revenues for each type of product [Line Items] | ||
Total | 2,022,508 | |
Wholesale pharmaceuticals [Member] | ||
Entity-Wide Information and Concentrations of Risk (Details) - Schedule of reported revenues for each type of product [Line Items] | ||
Total | 806,742 | 512,302 |
Pharmacy retail [Member] | ||
Entity-Wide Information and Concentrations of Risk (Details) - Schedule of reported revenues for each type of product [Line Items] | ||
Total | $ 210,246 | $ 65,156 |
Entity-Wide Information and C_5
Entity-Wide Information and Concentrations of Risk (Details) - Schedule of outstanding accounts receivable | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Customer A [Member] | |
Entity-Wide Information and Concentrations of Risk (Details) - Schedule of outstanding accounts receivable [Line Items] | |
Segment | Wholesale pharmaceuticals |
Purchases | $ 1,052,467 |
Percentage of total purchases | 32.91% |
Accounts receivable | |
Customer B [Member] | |
Entity-Wide Information and Concentrations of Risk (Details) - Schedule of outstanding accounts receivable [Line Items] | |
Segment | Healthcare products |
Purchases | $ 994,850 |
Percentage of total purchases | 31.11% |
Accounts receivable |
Entity-Wide Information and C_6
Entity-Wide Information and Concentrations of Risk (Details) - Schedule of purchases and its outstanding accounts payable | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Vendor A [Member] | |
Entity-Wide Information and Concentrations of Risk (Details) - Schedule of purchases and its outstanding accounts payable [Line Items] | |
Segment | Healthcare product |
Purchases | $ 261,780 |
Percentage of total purchases | 13% |
Account payable | |
Vendor B [Member] | |
Entity-Wide Information and Concentrations of Risk (Details) - Schedule of purchases and its outstanding accounts payable [Line Items] | |
Segment | Medical services |
Purchases | $ 189,976 |
Percentage of total purchases | 10% |
Account payable |
Subsequent Events (Details)
Subsequent Events (Details) - Mr. Oudom [Member] | Feb. 27, 2023 USD ($) $ / shares shares |
Subsequent Events (Details) [Line Items] | |
Common stock shares issued | shares | 2,500,000 |
Cash | $ | $ 3,000,000 |
Purchase price, per share | $ / shares | $ 1.5 |