Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 13, 2021 | |
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 | 24,793,988 | |
Amendment Flag | false | |
Entity Central Index Key | 0001213660 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Jun. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
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 | 9th Floor, Building 2 | |
Entity Address, Address Line Two | Chongqing Corporation Avenue | |
Entity Address, Address Line Three | Yuzhong District | |
Entity Address, City or Town | Chongqing | |
Entity Address, Country | CN | |
Entity Address, Postal Zip Code | 400010 | |
City Area Code | (+86) | |
Local Phone Number | 023-6310 7239 | |
Title of 12(b) Security | Common stock, $0.001 par value | |
Security Exchange Name | NASDAQ | |
Entity Interactive Data Current | Yes |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
CURRENT ASSETS | ||
Cash | $ 626,554 | $ 135,309 |
Restricted Cash | 4,660 | |
Accounts receivable, net | 9,281,572 | 6,686,552 |
Advances to suppliers | 4,501,686 | 2,693,325 |
Amount due from related parties | 41,642 | |
Inventories | 5,116,715 | 735,351 |
Prepayments and other receivables | 6,013,025 | 14,880,526 |
Operating lease-right of use assets-current | 40,489 | 53,425 |
Total current assets | 25,626,343 | 25,184,487 |
NON-CURRENT ASSETS | ||
Deferred tax assets | 184,243 | 193,211 |
Property, plant and equipment, net | 2,677,733 | 910,208 |
Intangible assets, net | 15,035 | |
Operating lease-right of use assets | 3,666,334 | |
Goodwill | 30,442,737 | 6,914,232 |
Total non-current assets | 36,986,082 | 8,017,651 |
TOTAL ASSETS | 62,612,425 | 33,202,139 |
CURRENT LIABILITIES | ||
Short-term loans | 915,876 | 904,228 |
Long-term loans due within one year | 34,201 | |
Convertible promissory notes, net | 5,132,530 | 3,328,447 |
Accounts payable, trade | 10,859,165 | 5,852,050 |
Advances from customers | 3,417,049 | 194,086 |
Amount due to related parties | 792,398 | 226,514 |
Taxes payable | 720,914 | 773,649 |
Other payables and accrued liabilities | 5,060,442 | 4,228,976 |
lease liabilities-current | 758,568 | 23,063 |
Total current liabilities | 27,656,942 | 15,565,214 |
Long-term loans - noncurrent portion | 924,071 | 720,997 |
Lease liabilities-non current | 3,392,857 | 22,457 |
TOTAL LIABILITIES | 31,973,870 | 16,308,668 |
COMMITMENTS AND CONTINGENCIES | ||
EQUITY | ||
Common stock, $0.001 par value; 50,000,000 shares authorized; 24,793,988 and 13,254,587 shares issued and outstanding as of June 30, 2021 and 2020, respectively | 24,794 | 13,254 |
Additional paid-in capital | 43,618,216 | 26,344,920 |
Statutory reserves | 2,263,857 | 2,263,857 |
Accumulated deficits | (16,524,199) | (12,914,973) |
Accumulated other comprehensive income | 1,004,504 | 1,003,392 |
Total BIMI International Medical Inc.'s equity | 30,387,172 | 16,710,450 |
NONCONTROLLING INTERESTS | 251,383 | 183,021 |
Total equity | 30,638,555 | 16,893,471 |
Total liabilities and equity | $ 62,612,425 | $ 33,202,139 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 24,793,988 | 13,254,587 |
Common stock, shares outstanding | 24,793,988 | 13,254,587 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Statement [Abstract] | ||||
REVENUES | $ 9,256,987 | $ 3,803,257 | $ 11,424,991 | $ 4,217,841 |
COST OF REVENUES | 7,292,152 | 3,071,476 | 8,867,894 | 3,403,775 |
GROSS PROFIT | 1,964,835 | 731,781 | 2,557,097 | 814,066 |
OPERATING EXPENSES: | ||||
Sales and marketing | 774,378 | 609,600 | 1,227,014 | 650,670 |
General and administrative | 1,340,901 | 2,379,889 | 4,720,915 | 3,744,841 |
Total operating expenses | 2,115,279 | 2,989,489 | 5,947,929 | 4,395,511 |
LOSS FROM OPERATIONS | (150,444) | (2,257,708) | (3,390,832) | (3,581,445) |
OTHER INCOME (EXPENSE) | ||||
Interest expense | (93,882) | (48,236) | (138,237) | (69,920) |
Other income (expense) | (18,158) | 6,968,717 | (5,293) | 6,968,172 |
Total other income (expense), net | (112,040) | 6,920,481 | (143,530) | 6,898,252 |
INCOME (LOSS) BEFORE INCOME TAXES | (262,484) | 4,662,773 | (3,534,362) | 3,316,807 |
PROVISION FOR INCOME TAXES | 13,255 | 43,271 | 32,003 | 44,539 |
NET INCOME (LOSS) FROM CONTINUING OPERATIONS | (275,739) | 4,619,502 | (3,566,365) | 3,272,268 |
DISCONTINUED OPERATIONS | ||||
Income (loss) from operating activities of discontinued operations | 54,352 | (800,605) | ||
NET INCOME (LOSS) | (275,739) | 4,673,854 | (3,566,365) | 2,471,663 |
Less: net income attributable to noncontrolling interest | 246 | 33,590 | 42,861 | 26,274 |
NET INCOME (LOSS) ATTRIBUTABLE TO BIMI INTERNATIONAL MEDICIAL INC. | (275,985) | 4,640,264 | (3,609,226) | 2,445,389 |
OTHER COMPREHENSIVE INCOME (LOSS) | ||||
Foreign currency translation adjustment | (149,597) | 263,239 | 1,112 | 143,038 |
TOTAL COMPREHENSIVE INCOME (LOSS) | (425,336) | 4,937,093 | (3,565,253) | 2,614,701 |
Less: comprehensive income (loss) attributable to noncontrolling interest | (10,886) | 2,334 | 56 | (2,601) |
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO BIMI INTERNATIONAL MEDICIAL INC. | $ (414,450) | $ 4,934,759 | $ (3,565,309) | $ 2,617,302 |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING | ||||
Basic and diluted (in Shares) | 23,707,037 | 10,203,861 | 20,859,159 | 9,728,861 |
EARNINGS (LOSS) PER SHARE | ||||
Net income (loss) - basic and diluted-continuing operations (in Dollars per share) | $ (0.01) | $ 0.46 | $ (0.17) | $ 0.25 |
Net income (loss) - basic and diluted-discontinuing operations (in Dollars per share) | $ 0.01 | $ (0.08) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income | $ (3,566,365) | $ 2,471,663 |
Net loss from discontinued operations | (800,605) | |
Net income(loss) from continuing operations | (3,566,365) | 3,272,268 |
Depreciation and amortization | 118,802 | 245,300 |
(Profit) on disposal of NF Group | (6,944,469) | |
Stock compensation | 585,000 | |
Non-cash lease expense | 130,419 | |
Allowance for inventory provision | 23,620 | 187,942 |
Allowance for doubtful accounts | 4,739 | 170,889 |
Amortization of discount of convertible promissory notes | 1,607,105 | 1,075,171 |
Change in derivative liabilities | 107,340 | |
Accounts receivable | (2,453,148) | (1,473,915) |
Advances to suppliers | (1,786,217) | (997,562) |
Inventories | (3,972,555) | (1,035,361) |
Prepayments and other receivables | (35,075) | 922,180 |
Operating lease-right of use assets | 145,153 | |
Other current assets | ||
Accounts payable, trade | 3,123,104 | 1,792,644 |
Advances from customers | 3,180,564 | (594,680) |
Taxes payable | (389,759) | (164,376) |
Operating lease liabilities | (158,463) | |
Other payables and accrued liabilities | (146,374) | (199,558) |
Net cash used in operating activities from continuing operations | (3,589,450) | (3,636,187) |
Net cash provided by operating activities from discontinued operations | 206,674 | |
Net cash used in operating activities | (3,589,450) | (3,429,513) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Cash received from acquisition of Guoyitang Hospital and Zhongshan Hospital | 75,192 | |
Cash received from acquisition of Guanzan Group | 95,220 | |
Cash received from acquisition of Minkang, Qiangsheng and Eurasia Hospitals | 12,341 | |
Purchase of PPE | (375,235) | |
Net cash provided by (used in) investing activities from continuing operations | (287,702) | 95,220 |
Net cash used in investing activities from discontinued operations | ||
Net cash provided by (used in) investing activities | (287,702) | 95,220 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Repayment of short-term loans | (177,253) | 45,112 |
Repayment of long-term loans | (350,416) | (21,497) |
Net proceeds from issuance of convertible promissory notes | 4,065,000 | 3,457,325 |
Proceeds from long-term loan | 553,490 | |
Amount financed from related parties | 164,841 | 678,317 |
Net cash provided by financing activities from continuing operations | 4,255,662 | 4,159,357 |
Net cash used in financing activities from discontinued operations | (158,826) | |
Net cash provided by financing activities | 4,255,662 | 4,000,531 |
EFFECT OF EXCHANGE RATE ON CASH | 117,396 | (593,510) |
INCREASE IN CASH | 495,906 | 72,728 |
CASH AND CASH EQUIVALENTS, beginning of period | 135,308 | 36,674 |
CASH AND CASH EQUIVALENTS, end of period | 631,214 | 109,402 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||
Cash paid for income tax | 32,003 | 54,396 |
Cash paid for interest expense, net of capitalized interest | 138,237 | 34,902 |
NON-CASH TRANSACTIONS OF INVESTING AND FINANCING ACTIVITIES | ||
Issuance of common share for equity acquisition of Zhongshan Chaohu Hospital | 2,000 | |
Issuance of common share for equity acquisition of Guoyitang Hospital | 2,000 | |
Issuance of common share for equity acquisition of Minkang, Qiangsheng and Eurasia Hospitals | 4,000 | |
Issuance of common share upon conversion of convertible notes | 104 | 1,008,067 |
Issuance of common share for payment of improvements to offices | 696,896 | |
Issuance of common shares upon cashless exercises of warrants | 163 | |
Intangible assets recognized from equity acquisition of Boqi Zhengji Group | 6,443,170 | |
Outstanding receivable for disposal of NF Group | 10,000,000 | |
Issuance of common share for equity acquisition of Guanzan Group | 2,717,000 | |
Goodwill recognized from equity acquisition of Zhongshan Chaohu Hospital | 10,443,494 | |
Goodwill recognized from equity acquisition of Guoyitang Hospital | 7,154,392 | |
Goodwill recognized from equity acquisition of Minkang, Qiangsheng and Eurasia Hospital | 25,354,174 | |
Outstanding payment for equity acquisition of Guanzan Group | 3,065,181 | 4,414,119 |
Outstanding payment for equity acquisition of Zhongshan Chaohu Hospital | 6,100,723 | |
Outstanding payment for equity acquisition of Guoyitang Hospital | 6,100,723 | |
Outstanding payment for equity acquisition of Minkang, Qiangsheng and Eurasia Hospitals | $ 13,023,556 |
Organization and Business Backg
Organization and Business Background | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [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, the Company changed its name to BIMI International Medical Inc. Until October 14, 2019, the Company, through NF Energy Saving Investment Limited and its subsidiaries (the “NF Group”), operated in the energy saving enhancement technology industry in the People’s Republic of China (the “PRC”). The NF Group focused on providing services relating to energy saving technology, optimization design, energy saving reconstruction of pipeline networks and contractual energy management for the electric power, petrochemical, coal, metallurgy, construction, and municipal infrastructure development industries in the PRC and the manufacture and sales of energy-saving flow control equipment. In late 2019, the Company committed to a plan to dispose of all its equity interests in the NF Group and on March 31, 2020, the Company entered into a stock purchase agreement (the “NF SPA”) to sell the NF Group. The sale of the NF Group closed on June 23, 2020. Please refer to NOTE 7 for more information relating to the sale of the NF Group. On October 14, 2019, the Company acquired 100% of the equity interests in Lasting Wisdom Holdings Limited (“Lasting”), a holding company incorporated under the laws of the British Virgin Islands (“BVI”), which through its subsidiaries held 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 and Boqi Zhengji are hereinafter collectively referred to as the “Boqi Zhengji Group”. On December 11, 2020, the Company entered into a stock purchase agreement to sell Boqi Zhengji. While the sale of Boqi Zhengji closed by the end of 2020, the governmental record was not updated until February 2, 2021 due to the Chinese government’s alternative working schedule and other delays caused by COVID-19. Lasting also indirectly 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., as the holding company for all of the Company’s 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 95% 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 that operates 5 retail pharmacy stores in China. 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 east region of China. The transaction was 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 On April 21, 2021, Bimai Hospital Management (Chongqing) Co. Ltd.(‘Chongqing HM”) was incorporated in the PRC by the Company to manage the operation of the Company’s medical devices segment. On April 21, 2021, Pusheng Pharmaceutical Co., Ltd. (“Pusheng”) was incorporated in the PRC by the Company to manage its wholesale distribution of generic drugs. As of June 30,2021, the details of the Company’s major subsidiaries are as follows: Name Place of incorporation and Principal activities and Effective interest held Lasting Wisdom Holdings Limited (“Lasting”) British Virgin Island, a limited liability company Investment holding 100 % Pukung Limited (“Pukung”) Hong Kong, a limited liability company Investment holding 100 % Beijing Xinrongxin Industrial Development Co., Ltd. (“Xinrongxin”) The PRC, a limited liability company Investment holding 100 % Boyi (Liaoning) Technology Co., Ltd (“Liaoning Boyi”) The PRC, a limited liability company IT Technology service research and development 100 % Dalian Boyi Technology Co., Ltd (“Dalian Boyi”) The PRC, a limited liability company IT Technology service research and development 100 % Chongqing Guanzan Technology Co., Ltd. (“Guanzan”) The PRC, a limited liability company Wholesale distribution of medical devices in the PRC 100 % Chongqing Shude Pharmaceutical Co., Ltd.(“Shude”) The PRC, a limited liability company Wholesale distribution of generic drugs in the PRC 95 % Chongqing Lijiantang Pharmaceutical Co., Ltd.(“Lijiantang”) The PRC, a limited liability company Wholesale distribution of generic drugs in the PRC 100 % Bimai Pharmaceutical (Chongqing) Co., Ltd. (“Chongqing Bimai”) The PRC, a limited liability company Investment holding 100 % Chongqing Guoyitang Hospital Co., Ltd. (“Guoyitang”) The PRC, a limited liability company Hospital in the PRC 100 % Chaohu Zhongshan Minimally Invasive Hospital Co. ,Ltd. (“Zhongshan”) The PRC, a limited liability company Hospital in the PRC 100 % Yuannan Yuxi Minkang Hospital Co., Ltd. (“Minkang”) The PRC, a limited liability company Hospital in the PRC 100 % Wuzhou Qiangsheng Hospital Co., Ltd. (“Qiangsheng”) The PRC, a limited liability company Hospital in the PRC 100 % Suzhou Eurasia Hospital Co., Ltd. (“Eurasia”) The PRC, a limited liability company Hospital in the PRC 100 % Bimai Hospital Management (Chongqing) Co. Ltd (“Chongqing HM”) The PRC, a limited liability company Hospital management in the PRC 100 % Pusheng Pharmaceutical Co., Ltd (“Pusheng”) The PRC, a limited liability company Wholesale distribution of generic drugs in the PRC 100 % |
Going Concern Uncertainties
Going Concern Uncertainties | 6 Months Ended |
Jun. 30, 2021 | |
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 accompanying unaudited condensed consolidated financial statements, the Company incurred a net loss of $3,566,365 for the six months ended June 30, 2021and as of June 30, 2021, the Company had an accumulated deficit of $16.5 million and a working capital deficit of $2.03 million. In addition, the Company continues to generate operating losses and has negative cash flow from its continuing operations. Primarily as a result of its operating loss in the first half of 2021, the Company’s cash position from operating activities declined by $3.5 million in the six months ended June 30, 2021 . M The continuation of the Company as a going concern through the next twelve months is dependent upon: (1) the continued financial support from its stockholders or external financing, and (2) further implementation of management’s business plan to generate sufficient revenues and cash flow to meet its obligations. While the Company believes in the viability of its strategy to increase sales volume and in its ability to raise additional funds, there can be no assurance to that it will be successful in either respect. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. These unaudited condensed financial statements do not include any adjustments to reflect the possible future effect on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the outcome of these uncertainties. Management believes that the actions presently being taken to obtain additional funding and implement its strategic plan provides the opportunity for the Company to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2021 | |
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 interim condensed consolidated financial information as of June 30, 2021 and for the three and six months ended June 30, 2021 and 2020 have been prepared, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures, which are normally included in annual consolidated financial statements prepared in accordance with US GAAP, have been omitted pursuant to those rules and regulations. The unaudited interim condensed consolidated financial information should be read in conjunction with the consolidated financial statements and the notes thereto, included in the Company’s Form 10-K for the fiscal year ended December 31, 2020 filed with the SEC on March 31, 2021. 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 June 30, 2021 and its unaudited condensed consolidated results of operations for the three and six months ended June 30, 2021 and 2020, and its unaudited condensed consolidated cash flows for the six months ended June 30, 2021 and 2020, as applicable, have been made. The interim results of operations are not necessarily indicative of the operating results for the fiscal year or any future periods. ● Use of estimates The preparation of these condensed consolidated financial statements in conformity with the US GAAP requires management to make estimates and judgments that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities on the date of these condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. The Company bases its estimates and judgments on historical experience and on various other assumptions and information that are believed to be reasonable under the circumstances. Estimates and assumptions of future events and their effects cannot be perceived with certainty and, accordingly, these estimates may change as new events occur, as more experience is acquired, as additional information is obtained and as our operating environment changes. Significant estimates and assumptions made by management include, among others, useful lives and impairment of long-lived assets, collectability of accounts receivable, advances to suppliers, allowance for doubtful accounts, reserve of inventory, fair value of goodwill and valuation of derivative liabilities. While the Company believes that the estimates and assumptions used in the preparation of these condensed consolidated financial statements are appropriate, actual results could differ from those estimates. Estimates and assumptions are periodically reviewed and the effects of revisions are reflected in the consolidated financial statements in the period they are determined to be necessary. ● Reclassification Certain prior year balances were reclassified to conform to the current period presentation, which mainly reflect the presentation of the discontinued operation of the NF Group and Boqi Zhengji. Except for the assets and liabilities of the NF Group and Boqi Zhengji which were reclassified as discontinued assets or liabilities and presented as current assets or liabilities in the consolidated balance sheets, there was no other impacts on reported financial position or cash flows for any of the periods presented. ● Cash Cash consists primarily of cash on hand and cash in banks which is readily available in checking and saving accounts. The Company maintains cash with various financial institutions in the PRC where its accounts are uninsured. The Company has not experienced any losses from funds held in bank accounts and believes it is not exposed to any risk on its bank accounts. ● Restricted cash Cash that is restricted as to withdrawal or use under the terms of certain contractual agreements or orders are recorded in a restricted cash account in the Company’s unaudited interim condensed consolidated balance sheet. ● Accounts receivable and allowance for doubtful accounts Accounts receivable are recorded at the invoiced amount and do not bear interest, which are due within contractual payment terms, generally 30 to 90 days from delivery. Credit is extended based on evaluation of a customer’s financial condition, the customer credit-worthiness and their payment history. Accounts receivable outstanding longer than the contractual payment terms are considered past due. Past due balances over 90 days and over a specified amount are reviewed individually for collectability. At the end of each period, the Company specifically evaluates individual customer’s financial condition, credit history, and the current economic conditions to monitor the progress of the collection of accounts receivables. For the receivables that are past due or not being paid according to payment terms, the appropriate actions are taken to exhaust all means of collection, including seeking legal resolution in a court of law. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have any off-balance-sheet credit exposure related to its customers. As of June 30, 2021 and December 31, 2020, the allowance for doubtful accounts was $1,205,824 and $1,236,830, respectively. ● Advances to suppliers Advances to suppliers consist of prepayments to the Company’s vendors, such as pharmaceutical manufacturers and medicine suppliers. The Company typically prepays for the purchase of our merchandise, especially for those salable, scarce, personalized medicine or medical devices. The Company typically receive products from vendors within three to nine months after making prepayments. The Company continuously monitor delivery from, and payments to, the vendors while maintaining a provision for estimated credit losses based upon historical experience and any specific supplier issues, such as discontinuing of inventory supply, that have been identified. If the Company has difficulty receiving products from a vendor, the Company would cease purchasing products from such vendor, request return of our prepayment promptly, and if necessary, take legal action. The Company has not taken such type of legal action during the reporting periods. If none of these steps are successful, management will then determine whether the prepayments should be reserved or written off. As of June 30, 2021 and December 31, 2020, the allowance for doubtful accounts was $7,541 and $7,463, respectively. ● 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 June 30, 2021 and December 31, 2020, the Company recorded an allowance for obsolete inventories, which mainly consists of expired medicine, of $62,675 and $9,825, 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: Expected useful lives Residual value Building 20 years 5 % Office equipment 3 years 5 % Electronic equipment 3 years 5 % Furniture 5 years 5 % Medical equipment 10 years 5 % Vehicles 4 years 5 % Expenditures for repairs and maintenance are expensed as incurred. When assets have been retired or sold, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in the results of operations. ● Intangible assets Intangible assets consist primarily of software of management systems. Intangible assets are stated at cost less accumulated amortization and impairment, if any. Intangible assets are amortized using the straight-line method with the following estimated useful lives: Expected Software 10 years ● 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 assets also include 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 purchase price over the amounts assigned to the fair value of the assets acquired and the liabilities assumed of an acquired business. In accordance with ASC 350, Goodwill and Other Intangible Assets, recorded goodwill amounts are not amortized, but rather are tested for impairment annually or more frequently if there are indicators of impairment present. Goodwill is tested for impairment at the reporting unit level on at least an annual basis or when an event occurs, or circumstances change that would more-likely-than-not reduce the fair value of a reporting unit below its carrying value. These events or circumstances include a significant change in stock prices, business environment, legal factors, financial performances, competition, or events affecting the reporting unit. Application of the goodwill impairment test requires judgment, including the identification of reporting units, assignment of assets and liabilities to reporting units, assignment of goodwill to reporting units, and determination of the fair value of each reporting unit. The estimation of fair value of reporting unit using a discounted cash flow methodology also requires significant judgments, including estimation of future cash flows, which is dependent on internal forecasts, estimation of the long-term rate of growth for the Company’s business, estimation of the useful life over which cash flows will occur, and determination of the Company’s weighted average cost of capital. The estimates used to calculate the fair value of a reporting unit change from year to year based on operating results and market conditions. Changes in these estimates and assumptions could materially affect the determination of fair value and goodwill impairment for the reporting unit. Management evaluates 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. ● 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”, ● 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 six months ended June 30, 2021 and 2020, the Company did not incur any interest or penalties associated with tax positions. As of June 30, 2021, the Company did not have any significant unrecognized uncertain tax positions. The Company conducts all of its business in the PRC and is subject to tax in this jurisdiction. As a result of its corporate structure the Company files tax returns that are subject to examination by a foreign tax authority. ● Value added tax Sales revenue represents the invoiced value of goods sold, net of VAT. All of the Company’s products that are sold in the PRC are subject to a VAT on the gross sales price. The VAT rates range up to 13% depending on the type of products sold. The VAT may be offset by VAT paid by the Company on its purchase activities of merchandises, raw materials, utilities, and other materials which cost was included in the cost of producing or acquiring its products for sales. The Company records a VAT payable net of payments if the VAT payable on the gross sales is larger than VAT paid by the Company on purchase of finished goods; on the other hand, the Company records a VAT deductible in the accompanying financial statements net of any VAT payable at the end of reporting period. ● Convertible promissory notes The Company records debt net of a discount for beneficial conversion features and warrants, on a relative fair value basis. Beneficial conversion features are recorded pursuant to the Beneficial Conversion and Debt Topics of the FASB Accounting Standards Codification. The amounts allocated to warrants and beneficial conversion rights are recorded as debt discount and as additional paid-in-capital. Debt discount is amortized to interest expense over the life of the debt. ● Derivative instruments The Company has entered into financing arrangements that consist of freestanding derivative instruments or are hybrid instruments that contain embedded derivative features. The Company accounts for these arrangements in accordance with Accounting Standards Codification Topic 815, Accounting for Derivative Instruments and Hedging Activities (“ASC 815”) as well as related interpretation of this standard. In accordance with this standard, derivative instruments are recognized as either assets or liabilities in the balance sheet and are measured at fair values with gains or losses recognized in earnings. Embedded derivatives that are not clearly and closely related to the host contract are bifurcated and are recognized at fair value with changes in fair value recognized as either a gain or loss in earnings. The Company determines the fair value of derivative instruments and hybrid instruments based on available market data using appropriate valuation models, giving consideration to all of the rights and obligations of each instrument. We estimate fair values of derivative financial instruments using various techniques (and combinations thereof) that are considered to be consistent with the objective measuring fair values. In selecting the appropriate technique, we consider, among other factors, the nature of the instrument, the market risks that it embodies and the expected means of settlement. For less complex derivative instruments, such as free-standing warrants, we generally use the Black-Scholes model, adjusted for the effect of dilution, because it embodies all of the requisite assumptions (including trading volatility, estimated terms, dilution and risk free rates) necessary to fair value these instruments. Estimating fair values of derivative financial instruments requires the development of significant and subjective estimates that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors. In addition, option-based techniques (such as Black-Scholes model) are highly volatile and sensitive to changes in the trading market price of our common stock. Since derivative financial instruments are initially and subsequently carried at fair values, our income (expense) going forward will reflect the volatility in these estimate and assumption changes. Under the terms of the new accounting standard, increases in the trading price of the Company’s common stock and increases in fair value during a given financial quarter result in the application of non-cash derivative expense. Conversely, decreases in the trading price of the Company’s common stock and decreases in trading fair value during a given financial quarter result in the application of non-cash derivative income. ● 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: June 30, June 30, Period-end RMB:US$1 exchange rate 6.4572 7.0741 Six months end average RMB:US$1 exchange rate 6.4711 7.0574 ● Related parties Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence. ● Segment reporting ASC Topic 280, “ Segment Reporting ● 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, accounts receivable, other receivable, bank credit, accounts payable and other accounts payable approximate their fair value due to the short-term maturity of these instruments. ● Recent accounting pronouncements In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740)—Simplifying the Accounting for Income Taxes. ASU 2019-12 is intended to simplify accounting for income taxes. It removes certain exceptions to the general principles in Topic 740 and amends existing guidance to improve consistent application. ASU 2019-12 is effective for fiscal years beginning after December 15, 2020 and interim periods within those fiscal years, with early adoption permitted. The Company will adopt this guidance effective October 1, 2021. The Company is currently evaluating the impact of its pending adoption of this guidance on its consolidated financial statements but does not expect this guidance will have a material impact on its consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326), which requires entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost. ASU 2016-13 was subsequently amended by ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments — Credit Losses, ASU 2019-04 Codification Improvements to Topic 326, Financial Instruments — Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments, and ASU 2019-05, Targeted Transition Relief. For public entities, ASU 2016-13 and its amendments are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. For all other entities, this guidance and its amendments will be effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. As an emerging growth company, the Company plans to adopt this guidance effective October 1, 2023. The Company is currently evaluating the impact of its pending adoption of ASU 2016-13 on its consolidated financial statements but does not expect this guidance will have a material impact on its 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 Acquisition of the Guanzan
The Acquisition of the Guanzan Group | 6 Months Ended |
Jun. 30, 2021 | |
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 an agreement to purchase all the issued and outstanding shares of Guanzan (the “Guanzan Shares”) for RMB 100,000,000 (approximately $14,285,714), to be paid by the issuance of 950,000 shares of the Company’s common stock (the “Guanzan Stock Consideration”) and the payment of RMB 80,000,000 in cash (the “Guanzan Cash Consideration”). The Guanzan Stock Consideration was payable at closing and the Guanzan Cash Consideration, which is subject to post-closing adjustments based on the performance of Guanzan in the years ending December 31, 2020 and 2021, was to be paid pursuant to a post-closing payment schedule. The transaction closed on March 18, 2020. The Guanzan Cash Consideration has not been paid as of the date of this report. Guanzan is a distributor of medical devices whose customers are primarily drug stores, private clinics, pharmaceutical dealers and hospitals in the Southwest of China. Guanzan also holds an 80% ownership interest in Shude. 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. Shude is a pharmaceutical distributor that markets generic drugs. Shude’s customers include a wide range of clinics, private and public hospitals and pharmacies in the PRC. Shude holds PRC business licenses such as a Business Permit for Medical Devices and a Drug Wholesale Distribution License, which qualify Shude to engage in the distribution of medicines and medical devices in the PRC. The following summarizes the identified assets acquired and liabilities assumed pursuant to the Guanzan Acquisition as of March 18, 2020: Items Amount Assets Cash $ 95,220 Accounts receivable 1,835,981 Advances to suppliers 1,222,986 Amount due from related parties 410,943 Inventories 950,225 Prepayments and other receivables 90,256 Property, plant and equipment 707,289 Intangible assets 254,737 Goodwill 6,443,170 Liabilities Short-term bank borrowings (838,926 ) Long-term loans due within one year (250,663 ) Accounts payable, trade (1,303,399 ) Advances from customers (1,350,126 ) Amount due to related parties (106,720 ) Taxes payable (406,169 ) Other payables and accrued liabilities (390,594 ) Long-term loans – non-current portion (186,796 ) Non-controlling interests (46,295 ) Total net assets $ 7,131,119 The fair value of all assets acquired and liabilities assumed is the estimated book value of the 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 non-controlling interest in Shude in the amount of $46,295, representing the 20% non-controlling equity interest in Shude at the acquisition date. On April 9, 2021, the Company increased its equity interest in Shude from 80% to 95.2% through making a capital investment in Shude directly. On November 20, 2020, we entered into an agreement for the prepayment (the “Prepayment”) of a portion of the Guanzan Cash Consideration in the amount of RMB 20,000,000, in the form of shares of our Company’s common stock valued at $3.00 per share, in light of Guanzan’s performance during the period from March 18, 2020 to September 30, 2020. On November 30, 2020, 1,000,000 shares of our common stock were issued to the designated assignees of the seller as the Prepayment. The balance of the Guanzan Cash Consideration in the amount of RMB 60,000,000 has not been paid as of this date. |
The Acquisition of the Gyoyitan
The Acquisition of the Gyoyitang Hospital | 6 Months Ended |
Jun. 30, 2021 | |
Mineral Industries Disclosures [Abstract] | |
THE ACQUISITION OF THE GUOYITANG HOSPITAL | 5. THE ACQUISITION OF THE GUOYITANG HOSPITAL On December 9, 2020, the Company entered into an agreement to acquire Chongqing Guoyitang Hospital Co., Ltd (“Guoyitang”), the owner and operator of a private general hospital in Chongqing City, a southwest city of China, with 100 hospital beds, 53 medical doctors, 40 medical technicians, 50 nurses and 57 administrative employees. Pursuant to the agreement, the Company agreed to purchase all the issued and outstanding equity interests in Guoyitang. The aggregate purchase price for Guoyitang was $15,251,807 (RMB 100,000,000).Upon signing the agreement, 2,000,000 shares of common stock of BIMI 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 in the amount of approximately $6,100,723 (RMB 40,000,000) is subject to post-closing adjustments based on the performance of Guoyitang in 2021 and 2022. The following summarizes the identified assets acquired and liabilities assumed pursuant to the Guoyitang Acquisition as of February 2, 2021: Items Amount Assets Cash $ 28,457 Accounts receivable 11,797 Advances to suppliers 12,670 Amount due from related parties 41,598 Inventories 167,440 Prepayments and other receivables 61,102 Property, plant and equipment 528,814 Right of use asset 441,150 Goodwill 7,154,393 Liabilities Accounts payable, trade (599,391 ) Amount due to related parties (183,796 ) Taxes payable (121 ) Other payables and accrued liabilities (231,375 ) Lease liability-current (161,707 ) Lease liability-non-current (354,912 ) Total net assets $ 6,916,119 The fair value of all assets acquired and liabilities assumed is the estimated book value of the Guoyitang. Goodwill represents the excess of the fair value of purchase price over the amounts assigned to the fair value of the assets acquired and the liabilities assumed of Guoyitang at the acquisition date. |
The Acquisition of the Zhongsha
The Acquisition of the Zhongshan Hospital | 6 Months Ended |
Jun. 30, 2021 | |
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 Chaohu Zhongshan Minimally Invasive Hospital Co., Ltd The following summarizes the identified assets acquired and liabilities assumed pursuant to the Zhongshan Acquisition as of February 5, 2021: Items Amount Assets Cash $ 46,748 Accounts receivable 92,900 Inventories 108,413 Prepayments and other receivables 432,231 Property, plant and equipment 344,208 Right of use asset 1,188,693 Goodwill 10,443,494 Liabilities Short-term bank borrowings (154,701 ) Accounts payable, trade (928,640 ) Advances from customers (5,603 ) Amount due to related parties (217,203 ) Other payables and accrued liabilities (435,290 ) Lease liability-current (160,774 ) Lease liability-non-current (1,102,589 ) Total net assets $ 9,651,887 The fair value of all assets acquired and liabilities assumed is the estimated book value of the Zhongshan. Goodwill represents the excess of the fair value of purchase price over the amounts assigned to the fair value of the assets acquired and the liabilities assumed of Zhongshan Hospital at the acquisition date. |
The Acquisition Of The Qiangshe
The Acquisition Of The Qiangsheng, Eurasia And Minkang Hospitals | 6 Months Ended |
Jun. 30, 2021 | |
HEACQUISITIONOFTHEQIANGSHENGEURASIAANDMINKANGHOSPITALS [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 Chongqi Bimai entered into a stock purchase agreement to acquire three private hospitals in the PRC, Wuzhou Qiangsheng Hospital Co.,Ltd (“Qiangsheng”), Suzhou Eurasia Hospital Co., Ltd (“Eurasia”) and Yunnan Yuxi MinKang hospital Co., Ltd (“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 4,000,000 shares of common stock of the Company (the “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 US$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) are subject to post-closing adjustments based on the performance of Qiangsheng, Eurasia and Minkang in 2021 and 2022. The sellers can choose to receive the second and third payments in the form of the shares of common stock of the Company valued at $3.00 per share or in cash. The transaction closed on May 6, 2021, at which time the Stock Consideration was issued. The following summarizes the identified assets acquired and liabilities assumed pursuant to the Qiangsheng, Eurasia and Minkang acquisition as of May 6, 2021: Items Amount Assets Cash $ 12,341 Accounts receivable 41,836 Inventories 156,576 Advances and other receivables 40,620 Property, plant and equipment 653,104 Right of use assets 2,168,709 Goodwill 5,930,619 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 $ 5,600,000 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. |
Discontined Operations
Discontined Operations | 6 Months Ended |
Jun. 30, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINED OPERATIONS | 8. DISCONTINED OPERATIONS In late 2019, the Company committed to a plan to dispose of the NF Group and on March 31, 2020 entered into an agreement to sell the NF Group for $10,000,000. The sale closed on June 23, 2020. On December 11. 2020, the Company entered into an agreement to sell the equity interests in Boqi Zhengji for $1,700,000. The sale of Boqi Zhengji closed on December 18, 2020. Upon closing, the Company ceased operating pharmacies in Dalian. The Company determined that the plans and the subsequent actions taken to dispose of the NF Group and Boqi Zhengji qualified as discontinued operations under the criteria set forth in the ASC 205-20 Presentation of Financial Statements – Discontinued Operation. Upon closing of the two sales, the Company is no longer involved in the energy efficiency enhancement business or the operation of Boqi Zhengji. The summarized operating results of the discontinued operation included in the Company’s unaudited interim condensed consolidated statements of operations consist of the following: For the six months ended Revenues $ 8,537 Cost of revenues 3,394 Gross loss 5,143 Operating expenses 498,212 Other expense 307,536 Loss before income taxes (800,605 ) Income taxes - Net loss from discontinued operations $ (800,605 ) |
Accounts Receivable
Accounts Receivable | 6 Months Ended |
Jun. 30, 2021 | |
Credit Loss, Additional Improvements [Abstract] | |
ACCOUNTS RECEIVABLE | 9. ACCOUNTS RECEIVABLE The majority of the Company’s pharmacy retail revenues are derived from cash sales, except for sales to the government social security bureaus or commercial health insurance programs, which typically settle once a month. The Company offers several credit terms to our wholesale customers and to our authorized retailer stores. The Company routinely evaluates the need for allowance for doubtful accounts based on specifically identified amounts that the management believes to be uncollectible. If the actual collection experience changes, revisions to the allowance may be required. As of June 30, 2021 and December 31,2020, accounts receivable consisted of the following: June 30, December 31, Accounts receivable, cost $ 10,487,396 $ 7,923,382 Less: allowance for doubtful accounts (1,205,824 ) (1,236,830 ) Accounts receivable, net $ 9,281,572 $ 6,686,552 The Company routinely evaluates the need for allowance for doubtful accounts based on specifically identified amounts that the management believes to be uncollectible. If the actual collection experience changes, revisions to the allowance may be required. Due to subsequent collections, the Company reversed an allowance of $31,006 for the six months ended June 30, 2021. The Company accrued an allowance of $944,045 for the six months ended June 30, 2020. The Company accrued an allowance of $12,793 and $952,765 for the three months ended June 30, 2021 and 2020, respectively. |
Advances to Suppliers
Advances to Suppliers | 6 Months Ended |
Jun. 30, 2021 | |
Advances To Suppliers [Abstract] | |
ADVANCES TO SUPPLIERS | 10. ADVANCES TO SUPPLIERS Advances to suppliers represent the amount the Company prepaid to its suppliers for merchandises for sale in the ordinary course of business. As of June 30, 2021 and December 31, 2020, the Company reported advances to suppliers as follow: June 30, December 31, Advances to suppliers, cost $ 4,509,227 $ 2,700,788 Less: allowance for doubtful accounts (7,541 ) (7,463 ) Advances to suppliers, net $ 4,501,686 $ 2,693,325 Excluding the effect of the foreign exchange rate, no bad debt expenses were accrued for doubtful accounts relating to advances to suppliers for the three and six months ended June 30, 2021 and 2020, respectively. |
Inventories
Inventories | 6 Months Ended |
Jun. 30, 2021 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | 11. INVENTORIES The Company’s inventories consist of medicine and medical devices that were purchased from third parties and sold in our retail pharmacy stores and wholesale to third party pharmacies, clinics, hospitals, etc. Inventories consisted of the following: June 30 , December 31, Medicine $ 4,841,423 $ 196,506 Medical devices 337,967 548,670 Less: allowance for obsolete and expired inventory (62,675 ) (9,825 ) $ 5,116,715 $ 735,351 For the three months ended June 30, 2021 and 2020, the Company accrued an allowance of $38,343 and $68,600 for obsolete and expired items, respectively. For the six months ended June 30, 2021 and 2020, the Company accrued an allowance of $52,850 and $187,942 for obsolete and expired items, respectively. |
Prepayments and Other Receivabl
Prepayments and Other Receivables | 6 Months Ended |
Jun. 30, 2021 | |
Prepayments And Other Receivables [Abstract] | |
PREPAYMENTS AND OTHER RECEIVABLES | 12. PREPAYMENTS AND OTHER RECEIVABLES Prepayments and other receivables represent the amount that the Company prepaid as rent deposits for retail store, hospitals and office facilities, 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 June 30, 2021and December 31, 2020, respectively. June 30, December 31, Deposit for rental $ 45,298 11,050 Prepaid rental fee and improvements of offices 978,902 37,687 Deposit for purchase of medical devices 16,914 28,113 Receivables from convertible bonds - 1,500,000 Deferred offering cost 1,232,186 889,971 Prepayment for acquisition of Guoyitang - 9,195,543 Deposit for acquisition of Cogmer 3,097,317 3,065,181 Prepayment for professional services 62,198 - Receivables from third party 237,495 - Others 352,158 162,326 Less: allowance for doubtful accounts (9,443 ) (9,345 ) Prepayments and other receivables, net $ 6,013,025 14,880,526 In 2020, we made a deposit of $3,065,181 in connection with the pending acquisition of Chongqing Cogmer Biology Technology Co., Ltd. The transaction was subsequently canceled and we expect to receive the refund of the deposit in the second half of 2021. Management evaluates the recoverable value of these balances periodically in accordance with the Company’s policies. For the three months ended June 30, 2021 and 2020, the Company accrued an allowance for doubtful accounts of $0 and $21,224, respectively. For the six months ended June 30, 2021 and 2020, the Company accrued allowances for doubtful accounts of $0 and $22,110, respectively. |
Property, Plant and Equipment
Property, Plant and Equipment | 6 Months Ended |
Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT | 13. PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment consisted of the following: June 30, December 31, Building $ 808,423 $ 800,035 Office equipment 449,556 38,769 Electronic equipment 1,464,920 49,507 Furniture 20,870 151 Medical equipment 2,398,479 - Vehicles 239,659 130,532 5,381,907 1,018,994 Less: accumulated depreciation (2,704,174 ) (108,786 ) Property, plant and equipment, net $ 2,677,733 $ 910,208 Depreciation expense for the three months ended June 30, 2021 and 2020 were $65,567 and $2,707, respectively. Depreciation expense for the six months ended June 30, 2021 and 2020 were $115,711 and $2,707, respectively. |
Intangible Assets
Intangible Assets | 6 Months Ended |
Jun. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible assets | 14. Intangible assets June 30, December 31, Software $ 18,127 $ - 18,127 - Less: accumulated amortization (3,092 ) - Intangible assets, net $ 15,035 $ - Amortization expense for the three months ended June 30, 2021 and 2020 were $1,910 and $ Nil Nil |
Leases
Leases | 6 Months Ended |
Jun. 30, 2021 | |
Leases [Abstract] | |
LEASES | 15. LEASES Balance sheet information related to the Company’s operating leases was as follows: June 30, December 31, Operating Lease Assets Operating lease $ 3,706,823 53,425 Total operating lease assets $ 3,706,823 53,425 Operating Lease Obligations Current operating lease liabilities $ 758,568 23,063 Non-current operating lease liabilities $ 3,392,857 22,457 Total Lease Liabilities $ 4,151,425 45,520 Lease liability maturities as of June 30, 2021, are as follows: June 30, 2021 716,520 2022 771,272 2023 723,763 2024 564,400 2025 and thereafter 2,185,943 Total minimum lease payments 4,961,898 Less: Amount representing interest 810,473 Total $ 4,151,425 |
Goodwill
Goodwill | 6 Months Ended |
Jun. 30, 2021 | |
Goodwill [Abstract] | |
GOODWILL | 16. GOODWILL The goodwill associated with the acquisition of: (i) Guanzan of $6,914,232; (ii) Guoyitang of $7,154,393; (iii) Zhongshan of $10,443,494; and (iv) Minkang, Qiangsheng and Eurasia of $5,390,619, were initially recognized at the acquisition closing date. Based on an assessment of the qualitative factors, management determined that it is more-likely-than-not that the fair value of each of the reporting units is in excess of its carrying amount. Therefore, management concluded that it was not necessary to proceed to the two-step goodwill impairment test. At June 30, 2021 and December 31, 2020, goodwill was $30,442,737 and $6,914,232, respectively. No impairment losses were recorded for the three and six months ended June 30, 2021 and 2020. |
Loans
Loans | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
LOANS | 17. LOANS Short-term loans June 30, December 31, Construction Bank of China $ 33,140 $ - Chongqing Nan’an Zhongyin Fuden Village Bank Co. LTD - 153,259 China Minsheng Bank 123,893 - Postal Savings Bank of China 758,843 750,969 Total $ 915,876 $ 904,228 For the three months ended June 30, 2021 and 2020, interest expense on short-term loans amounted to $4,523 and $11,086 respectively. For the six months ended June 30, 2021 and 2020, interest expense on short-term loans amounted to $16,538 and $12,698 respectively. Long-term loans June 30, December 31, Standard Chartered Bank $ 100,788 $ 163,973 Chongwing Nan’an Zhongyin Fuden Village Bank Co. Ltd. 139,433 - We Bank 683,850 591,225 Subtotal of long-term loans 924,071 755,198 Less: current portion - (34,201 ) Long-term loans – noncurrent portion $ 924,071 $ 720,997 For the three months ended June 30, 2021 and 2020, interest expense on long-term loans amounted to $9,473 and $25,106 respectively. For the six months ended June 30, 2021 and 2020, interest expense on long-term loans amounted to $30,676 and $27,661 respectively. |
Convertible Promissory Notes an
Convertible Promissory Notes and Embedded Derivative Instructions | 6 Months Ended |
Jun. 30, 2021 | |
Convertible Promissory Notes And Embedded Derivative Instructions [Abstract] | |
CONVERTIBLE PROMISSORY NOTES AND EMBEDDED DERIVATIVE INSTRUCTIONS | 18. CONVERTIBLE PROMISSORY NOTES AND EMBEDDED DERIVATIVE INSTRUCTIONS On May 19, 2020, the Company entered into a Securities Purchase Agreement (the “May SPA”) with two institutional investors (each, an “Institutional Investor”, and collectively, the “Institutional Investors”) to sell in a private placement a new series of senior secured convertible notes having an original issue amount of $6,550,000, with a discount of 19.85%, and ranking senior to all outstanding and future indebtedness of the Company (the “Convertible Notes”). Each Institutional Investor paid $1,750,000 in cash for a Convertible Note in the face amount of $2,225,000. The May SPA also provided for the issuance of additional Convertible Notes in an aggregate original principal amount not to exceed $2,100,000 under certain circumstances. The Convertible Notes 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 $2.59, which is subject to adjustment in the event of default. Each Institutional Investor also received a warrant to purchase 650,000 shares of the Company’s common stock at an initial exercise price of $2.845 per share. The placement agent for the private placement received a warrant to purchase up to 171,845 shares of the Company’s common stock at an initial exercise price of $2.845 per share, subject to increase based on the number of shares of the Company’s common stock issued pursuant to the Convertible Notes. On February 24, 2021, the Company and the Investors agreed to increase the amount of Convertible Notes that may be purchased under the May SPA from $2,100,000 to $5,400,000 at an original issue discount of 16.67% ($4,500,000, net). The Convertible Notes issued in 2021 are convertible at a base conversion price of $2.59 per share, subject to the previously agreed conversion floor price of $0.554 (or $0.372 with respect to the increased amount). The Investors also received additional warrants to purchase 720,000 additional shares of the Company’s common stock at an exercise price of $2.845 per share. 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. June 30, December 31, Convertible note – principal $ 6,015,426 $ 5,367,174 Convertible note – discount (882,896 ) (2,038,727 ) $ 5,132,530 $ 3,328,447 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 fair value of the embedded conversion option liability associated with each Note was valued using the Black-Scholes model. The key assumptions used in the Black-Scholes option pricing model are as follows: June 30, December 31, Dividend yield $ 0 % $ 0 % Expected volatility 90% ~ 100 % 101% ~ 166 % Risk free interest rate 0.82% ~ 1.13 % 0.07% ~ 0.22 % Expected life (year) 3.05 ~3.65 3.38 |
Other Payables and Accrued Liab
Other Payables and Accrued Liabilities | 6 Months Ended |
Jun. 30, 2021 | |
Payables and Accruals [Abstract] | |
OTHER PAYABLES AND ACCRUED LIABILITIES | 19. OTHER PAYABLES AND ACCRUED LIABILITIES Other payables and accrued liabilities consisted of the following: June 30, December 31, Salary payable $ 608,151 $ 96,915 Salary payable – related party (1) 163,267 663,267 Loan payable 774,329 - Accrued operating expenses - 102,358 Acquisition payable (2) 3,065,181 3,065,181 Other payables 449,514 301,255 $ 5,060,442 $ 4,228,976 (1) On October 1, 2019, the Company employed Mr. Tiewei Song as its Chief Executive Officer at an annual base salary of $500,000, the balance represented the unpaid salary of $163,267 as of June 30, 2021. (2) In March 2020, the Company completed the acquisition of Guanzan. In addition to the issuance of 950,000 shares of the Company’s common stock, the Company was obligated to pay approximately $4,414,119, subject to post-closing adjustments based on the performance of the Guanzan Group in 2020 and 2021. The fair value of the cash consideration payable was calculated in conformance with FASB ASC 805-10. On November 20, 2020, the parties to the Guanzan agreement entered into a Prepayment and Amendment Agreement in light of Guanzan’s performance during the period from March 18, 2020 to September 30, 2020, providing for the prepayment of RMB 20,000,000 in the form of shares of the Company’s common stock valued at $3.00 per share. On November 30, 2020, the Company issued 1,000,000 shares of its common stock as the prepayment. |
Related Parties and Related Par
Related Parties and Related Parties Transactions | 6 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTIES AND RELATED PARTIES TRANSACTIONS | 20. RELATED PARTIES AND RELATED PARTIES TRANSACTIONS Amount due from related parties As of June 30, 2021, $41,642 was due from Wenfa Zhuo, a former shareholder of Guoyitang. The amount due, which was outstanding prior to the Guoyitang Acquisition, was free of interest and due on demand. As of December 31, 2020, the total amounts due from related parties was Nil Amounts payable to related parties As of June 30, 2021 and December 31, 2020, the total amounts payable to related parties was $792,398 and $226,514, respectively, which included: 1. Amount payable to Mr. Yongquan Bi, the former Chief Executive Officer and current Chairman of the Board of directors of the Company, of $29,876 and $29,566, respectively, free of interest and due on demand. The amount represents the remaining balance that Mr. Yongquan Bi advanced for third party services on behalf of the Company during the ordinary course of business of the Company since the beginning of 2018. 2. Amount payable to Mr. Li Zhou, the legal representative (general manager) of Guanzan, of $523,542 and $0 respectively was related party loan for daily operation and third party profession fees with no interest. 3. Amounts payable to Mr. Fuqing Zhang, the Chief Executive Officer of Xinrongxin of $186,303 and $184,370, respectively, free of interest and due on demand. The amount due to Mr. Fuqing Zhang is for reimbursable operating expenses that the Company owed to Mr. Zhang prior to the acquisition of Boqi Zhengji. 4. Amounts payable to Mr. Youwei Xu, the financial manager of Xinrongxin of $12,710 and $12,578, respectively, free of interest and due on demand. The amount due to Mr. Xu, relates to reimbursable operating expenses that was owed to Mr. Xu prior to the acquisition of Boqi Zhengji. 5. Amounts payable to Shaohui Zhuo, the general manager of Guoyitang of $855 and $0, respectively, was a related party loan for daily operation with no interest. 6. Amounts payable to Nanfang Xiao, a director of Guoyitang of $13,164 and $0, respectively, was a related party loan for daily operation with no interest. 7. Amounts payable to Jia Song, the manager of Guoyitang of $25,948 and $0, respectively, was a related party loan for daily operation with no interest. |
Stock Equity
Stock Equity | 6 Months Ended |
Jun. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
STOCK EQUITY | 21. STOCK EQUITY The Company is authorized to issue 50,000,000 shares of common stock, $0.001 par value. As of June 30, 2021 and December 31, 2020, it had 24,793,988 shares and 13,254,587 shares outstanding, respectively. As of June 30, 2021, the Company reserved a total of 4,696,137 shares of common stock for future issuance pursuant to the requirements of the Convertible Notes. On April 20, 2019 and October 7, 2019, respectively, the Company issued an aggregate of 1,500,000 shares of its common stock as a part of the consideration for the acquisition of Boqi Zhengji. On March 12, 2020, the Company issued 950,000 shares of its common stock as the Guanzan Stock Consideration. From April 6, 2020 through October 20, 2020, holders of convertible notes issued during the period from September 27, 2019 to February 13, 2020, in the aggregate principal amount of $1,534,250 plus interest into an aggregate of 1,658,213 shares of the Company’s common stock. On November 30, 2020, the Company issued 1,000,000 shares of its common stock as the prepayment of the Guanzan Cash Consideration. On December 2, 2020, the Institutional Investor, Hudson Bay Master Fund Ltd (“Hudson Bay”), converted a Convertible Note in the aggregate principal amount of $173,154 plus interest into an aggregate of 125,627 shares of the Company’s common stock . On December 2, 2020, the Institutional Investor, CVI Investments, Inc. (“CVI”), converted a Convertible Note in the aggregate principal amount of $609,615 plus interest into an aggregate of 447,458 shares of the Company’s common stock. From January 4, 2021 to February 9, 2021, Hudson Bay converted Convertible Notes in the aggregate principal amount of $ 2,150,000 plus interest into an aggregate of 1,384,714 shares of the Company’s common stock. From January 4, 2021 to March 1, 2021, CVI converted Convertible Notes in the aggregate principal amount of $ 2,150,000 plus interest into an aggregate of 1,138,657 shares of the Company’s common stock. On February 2, 2021, the Company issued 2,000,000 shares of the Company’s common stock as the Guoyitang Stock Consideration. 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 an aggregate of 103,530 shares of the Company’s common stock. On February 11, 2021, the Company issued 250,000 shares of the Company’s common stock to Real Miracle Investments Limited in consideration for consulting services. On March 26, 2021, the Company issued 2,000,000 shares of the Company’s common stock as the Zhongshan Stock Consideration. On April 20, 2021, the Company issued 4,000,000 shares of the Company’s common stock as partial consideration for the acquisition of the Minkang, Qiangsheng and Eurasia hospitals. On April 29, 2021, the Company issued 500,000 shares of the Company’s common stock as payment for improvements to offices located in Chongqing. On June 18, 2021, 162,500 shares of the Company’s common stock were issued to CVI with respect to its cashless exercise 650,000 warrants that were issued in 2020. |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
NET INCOME (LOSS) PER SHARE | 22. NET INCOME (LOSS) PER SHARE Basic net income (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 income (loss) per share. Due to the Company’s net income (loss) from its continuing operations, all potential common share issuance had anti-dilutive effect on net income (loss) per share. The following table sets forth the computation of basic and diluted net income (loss) per share for the six months ended June 30, 2021 and 2020: For the six months ended 2021 2020 Net income (loss) from continuing operation attributable to common shareholders $ (3,566,365 ) $ 3,272,268 Net loss from discontinued operations attributable to common shareholders - (800,605 ) Total net income (loss) attributable to common shareholders $ (3,566,365 ) $ 2,471,663 Weighted average common shares outstanding – Basic and diluted 20,859,159 9,728,861 Income (loss) per share – basic and diluted: Continuing operations $ (0.17 ) $ 0.25 Discontinued operations - (0.08 ) Total $ (0.17 ) $ 0.17 |
Litigation
Litigation | 6 Months Ended |
Jun. 30, 2021 | |
Litigation Disclosure [Abstract] | |
LITIGATION | 23. LITIGATION On April 1, 2020, the Guizhou Province Xiuwen County People’s Court ordered the attachment of two of Shude’s bank accounts pursuant to a pre-litigation attachment application filed by one of Shude’s suppliers in connection with unpaid outstanding payables. No lawsuit was filed by the supplier and the dispute has been resolved and attachment removed. The total amount of cash in the two accounts subject to the attachment was RMB 570,902 (approximately $80,409). |
Segments
Segments | 6 Months Ended |
Jun. 30, 2021 | |
Segment Reporting [Abstract] | |
SEGMENTS | 24. SEGMENTS General Information About Reportable Segments: The Company operates in four reportable segments: retail pharmacy, wholesale medical devices, wholesale pharmaceuticals and medical services. The retail pharmacy segment sells prescription and OTC medicines, traditional Chinese medicines (“TCM”), healthcare supplies, and sundry items to retail customers through its directly-owned pharmacies and authorized retail stores. The wholesale pharmaceuticals segment includes supplying prescription and OTC medicines, TCM, healthcare supplies and sundry items to clinics, third party pharmacies, hospitals and other drug vendors. The medical services segment includes the hospitals acquired in February and April 2021. To date, there were no inter-segment revenues between our retail pharmacy and wholesale pharmaceuticals segments. The wholesale medical devices segment distributes medical devices, including medical consumables to private clinics, hospitals, third party pharmacies and other medical devices dealers. Disclosure should relate to all segments. The segments’ accounting policies are the same as those described in the summary of significant accounting policies. The Company’s chief operating decision maker, who is the CEO of the Company, evaluates performance of each of the segments based on profit or loss from continuing operations net of income tax. The Company’s reportable business segments are strategic business units that offer different products. Each segment is managed independently because they require different operations and each markets to distinct classes of customers. Information about Reported 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 recourse 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 the six months ended Retail Medical Drugs Medical Others Total Revenues from external customers $ 241,230 $ 916,193 $ 6,495,931 $ 3,732,974 $ 38,663 $ 11,424,991 Cost of revenues $ 195,582 $ 697,321 $ 5,763,072 $ 2,093,533 $ 118,386 $ 8,867,894 Depreciation, depletion, and amortization expense $ 10,390 $ 20,224 $ 1,365 $ 72,466 $ 11,266 $ 115,711 Profit (loss) $ (338,962 ) $ (45,013 ) $ 176,675 $ 196,180 $ (3,555,245 ) $ (3,566,365 ) Total assets $ 347,753 $ 6,967,640 $ 17,775,713 $ 7,455,277 $ 30,066,043 $ 62,612,425 Reconciliations of Reportable Segment Revenues, Profit or Loss, and Assets, to the Consolidated Totals as of June 30, 2021 and for the six months ended June 30, 2021. >>Revenues Total revenues from reportable segments $ 14,121,913 Other revenues 38,663 Elimination of intersegments revenues 2,735,585 Total consolidated revenues $ 11,424,991 >> Profit or loss Total profit from reportable segments $ 13,445 Elimination of intersegments profit or loss 2,325 Unallocated amount: Amortization of discount of convertible notes (1,386,586 ) Other corporate expense (2,190,899 ) Total net loss $ (3,566,365 ) >>Assets Total assets from reportable segments $ 32,546,382 Elimination of intersegments receivables (8,999,782 ) Unallocated amount: Other unallocated assets – Xinrongxin 3,102,087 Other unallocated assets – Liaoning Boyi 185,382 Other unallocated assets – Dalian Boyi 20,173 Other unallocated assets – Chongqing Bimai 2,932,238 Other unallocated assets – BIMI 32,825,945 Total consolidated assets $ 62,612,245 |
Entity-Wide Information and Con
Entity-Wide Information and Concentrations of Risk | 6 Months Ended |
Jun. 30, 2021 | |
Risks and Uncertainties [Abstract] | |
ENTITY-WIDE INFORMATION AND CONCENTRATIONS OF RISK | 25. ENTITY-WIDE INFORMATION AND CONCENTRATIONS OF RISK Entity-Wide Information (a) Revenues from each types of products For the six months ended June 30, 2021 and 2020, respectively, the Company reported revenues for each type of products and services as follows: For the six months ended June 30, 2021 2020 Medical devices $ 916,193 $ 1,896,732 Medical services 3,732,974 2,331,221 Medicines (including pharmacy sales) 6,737,161 13,797 Total $ 11,386,328 $ 4,241,750 (b) Geographic areas information For the six months ended June 30, 2021 and 2020, respectively, all the Company’s revenues were generated in the PRC. There were no long-lived assets located outside of the PRC as of June 30, 2021 and 2020. (c) Major customers For the six months ended June 30, 2021, no custo mer (d) Major vendors For the six months ended June 30, 2021, no vendor accounted for more than 10% of the Company’s total purchases. As of June 30, 2021, no vendor account for more than 10% of the Company’s balance of accounts payable. Concentrations of Risk The Company is exposed to the following concentrations of risk: (a) Credit risk Financial instruments that are potentially subject to credit risk consist principally of trade receivables. The Company believes the concentration of credit risk in its trade receivables is substantially mitigated by its ongoing credit evaluation process and relatively short collection terms. The Company does not generally require prepayments or deposits from customers. The Company evaluates the need for an allowance for doubtful accounts based upon factors surrounding the credit risk of specific customers, historical trends and other information. (b) Interest rate risk The Company’s interest-rate risk arises from convertible promissory notes, short-term and long-term loans. The Company manages interest rate risk by varying the issuance and maturity dates, fixing interest rate of debt, limiting the amount of debts, and continually monitoring the effects of market changes in interest rates. As of June 30, 2021 and December 31, 2020, respectively, the Convertible Notes and other outstanding 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. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
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 interim condensed consolidated financial information as of June 30, 2021 and for the three and six months ended June 30, 2021 and 2020 have been prepared, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures, which are normally included in annual consolidated financial statements prepared in accordance with US GAAP, have been omitted pursuant to those rules and regulations. The unaudited interim condensed consolidated financial information should be read in conjunction with the consolidated financial statements and the notes thereto, included in the Company’s Form 10-K for the fiscal year ended December 31, 2020 filed with the SEC on March 31, 2021. 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 June 30, 2021 and its unaudited condensed consolidated results of operations for the three and six months ended June 30, 2021 and 2020, and its unaudited condensed consolidated cash flows for the six months ended June 30, 2021 and 2020, as applicable, have been made. The interim 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-lived assets, collectability of accounts receivable, advances to suppliers, allowance for doubtful accounts, reserve of inventory, fair value of goodwill and valuation of derivative liabilities. While the Company believes that the estimates and assumptions used in the preparation of these condensed consolidated financial statements are appropriate, actual results could differ from those estimates. Estimates and assumptions are periodically reviewed and the effects of revisions are reflected in the consolidated financial statements in the period they are determined to be necessary. |
Reclassification | ● Reclassification Certain prior year balances were reclassified to conform to the current period presentation, which mainly reflect the presentation of the discontinued operation of the NF Group and Boqi Zhengji. Except for the assets and liabilities of the NF Group and Boqi Zhengji which were reclassified as discontinued assets or liabilities and presented as current assets or liabilities in the consolidated balance sheets, there was no other impacts on reported financial position or cash flows for any of the periods presented. |
Cash | ● Cash Cash consists primarily of cash on hand and cash in banks which is readily available in checking and saving accounts. The Company maintains cash with various financial institutions in the PRC where its accounts are uninsured. The Company has not experienced any losses from funds held in bank accounts and believes it is not exposed to any risk on its bank accounts. |
Restricted cash | ● Restricted cash Cash that is restricted as to withdrawal or use under the terms of certain contractual agreements or orders are recorded in a restricted cash account in the Company’s unaudited interim condensed consolidated balance sheet. |
Accounts receivable and allowance for doubtful accounts | ● Accounts receivable and allowance for doubtful accounts Accounts receivable are recorded at the invoiced amount and do not bear interest, which are due within contractual payment terms, generally 30 to 90 days from delivery. Credit is extended based on evaluation of a customer’s financial condition, the customer credit-worthiness and their payment history. Accounts receivable outstanding longer than the contractual payment terms are considered past due. Past due balances over 90 days and over a specified amount are reviewed individually for collectability. At the end of each period, the Company specifically evaluates individual customer’s financial condition, credit history, and the current economic conditions to monitor the progress of the collection of accounts receivables. For the receivables that are past due or not being paid according to payment terms, the appropriate actions are taken to exhaust all means of collection, including seeking legal resolution in a court of law. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have any off-balance-sheet credit exposure related to its customers. As of June 30, 2021 and December 31, 2020, the allowance for doubtful accounts was $1,205,824 and $1,236,830, respectively. |
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, request return of our prepayment promptly, and if necessary, take legal action. The Company has not taken such type of legal action during the reporting periods. If none of these steps are successful, management will then determine whether the prepayments should be reserved or written off. As of June 30, 2021 and December 31, 2020, the allowance for doubtful accounts was $7,541 and $7,463, respectively. |
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 June 30, 2021 and December 31, 2020, the Company recorded an allowance for obsolete inventories, which mainly consists of expired medicine, of $62,675 and $9,825, 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: Expected useful lives Residual value Building 20 years 5 % Office equipment 3 years 5 % Electronic equipment 3 years 5 % Furniture 5 years 5 % Medical equipment 10 years 5 % Vehicles 4 years 5 % Expenditures for repairs and maintenance are expensed as incurred. When assets have been retired or sold, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in the results of operations. |
Intangible assets | ● Intangible assets Intangible assets consist primarily of software of management systems. Intangible assets are stated at cost less accumulated amortization and impairment, if any. Intangible assets are amortized using the straight-line method with the following estimated useful lives: Expected Software 10 years |
Leases | ● 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 assets also include 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 purchase price over the amounts assigned to the fair value of the assets acquired and the liabilities assumed of an acquired business. In accordance with ASC 350, Goodwill and Other Intangible Assets, recorded goodwill amounts are not amortized, but rather are tested for impairment annually or more frequently if there are indicators of impairment present. Goodwill is tested for impairment at the reporting unit level on at least an annual basis or when an event occurs, or circumstances change that would more-likely-than-not reduce the fair value of a reporting unit below its carrying value. These events or circumstances include a significant change in stock prices, business environment, legal factors, financial performances, competition, or events affecting the reporting unit. Application of the goodwill impairment test requires judgment, including the identification of reporting units, assignment of assets and liabilities to reporting units, assignment of goodwill to reporting units, and determination of the fair value of each reporting unit. The estimation of fair value of reporting unit using a discounted cash flow methodology also requires significant judgments, including estimation of future cash flows, which is dependent on internal forecasts, estimation of the long-term rate of growth for the Company’s business, estimation of the useful life over which cash flows will occur, and determination of the Company’s weighted average cost of capital. The estimates used to calculate the fair value of a reporting unit change from year to year based on operating results and market conditions. Changes in these estimates and assumptions could materially affect the determination of fair value and goodwill impairment for the reporting unit. Management evaluates 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. |
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”, |
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 six months ended June 30, 2021 and 2020, the Company did not incur any interest or penalties associated with tax positions. As of June 30, 2021, the Company did not have any significant unrecognized uncertain tax positions. The Company conducts all of its business in the PRC and is subject to tax in this jurisdiction. As a result of its corporate structure the Company files tax returns that are subject to examination by a foreign tax authority. |
Value added tax | ● 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 a discount for beneficial conversion features and warrants, on a relative fair value basis. Beneficial conversion features are recorded pursuant to the Beneficial Conversion and Debt Topics of the FASB Accounting Standards Codification. The amounts allocated to warrants and beneficial conversion rights are recorded as debt discount and as additional paid-in-capital. Debt discount is amortized to interest expense over the life of the debt. |
Derivative instruments | ● Derivative instruments The Company has entered into financing arrangements that consist of freestanding derivative instruments or are hybrid instruments that contain embedded derivative features. The Company accounts for these arrangements in accordance with Accounting Standards Codification Topic 815, Accounting for Derivative Instruments and Hedging Activities (“ASC 815”) as well as related interpretation of this standard. In accordance with this standard, derivative instruments are recognized as either assets or liabilities in the balance sheet and are measured at fair values with gains or losses recognized in earnings. Embedded derivatives that are not clearly and closely related to the host contract are bifurcated and are recognized at fair value with changes in fair value recognized as either a gain or loss in earnings. The Company determines the fair value of derivative instruments and hybrid instruments based on available market data using appropriate valuation models, giving consideration to all of the rights and obligations of each instrument. We estimate fair values of derivative financial instruments using various techniques (and combinations thereof) that are considered to be consistent with the objective measuring fair values. In selecting the appropriate technique, we consider, among other factors, the nature of the instrument, the market risks that it embodies and the expected means of settlement. For less complex derivative instruments, such as free-standing warrants, we generally use the Black-Scholes model, adjusted for the effect of dilution, because it embodies all of the requisite assumptions (including trading volatility, estimated terms, dilution and risk free rates) necessary to fair value these instruments. Estimating fair values of derivative financial instruments requires the development of significant and subjective estimates that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors. In addition, option-based techniques (such as Black-Scholes model) are highly volatile and sensitive to changes in the trading market price of our common stock. Since derivative financial instruments are initially and subsequently carried at fair values, our income (expense) going forward will reflect the volatility in these estimate and assumption changes. Under the terms of the new accounting standard, increases in the trading price of the Company’s common stock and increases in fair value during a given financial quarter result in the application of non-cash derivative expense. Conversely, decreases in the trading price of the Company’s common stock and decreases in trading fair value during a given financial quarter result in the application of non-cash derivative income. |
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: June 30, June 30, Period-end RMB:US$1 exchange rate 6.4572 7.0741 Six months end average RMB:US$1 exchange rate 6.4711 7.0574 |
Related parties | ● Related parties Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence. |
Segment reporting | ● Segment reporting ASC Topic 280, “ Segment Reporting |
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, 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 December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740)—Simplifying the Accounting for Income Taxes. ASU 2019-12 is intended to simplify accounting for income taxes. It removes certain exceptions to the general principles in Topic 740 and amends existing guidance to improve consistent application. ASU 2019-12 is effective for fiscal years beginning after December 15, 2020 and interim periods within those fiscal years, with early adoption permitted. The Company will adopt this guidance effective October 1, 2021. The Company is currently evaluating the impact of its pending adoption of this guidance on its consolidated financial statements but does not expect this guidance will have a material impact on its consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326), which requires entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost. ASU 2016-13 was subsequently amended by ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments — Credit Losses, ASU 2019-04 Codification Improvements to Topic 326, Financial Instruments — Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments, and ASU 2019-05, Targeted Transition Relief. For public entities, ASU 2016-13 and its amendments are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. For all other entities, this guidance and its amendments will be effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. As an emerging growth company, the Company plans to adopt this guidance effective October 1, 2023. The Company is currently evaluating the impact of its pending adoption of ASU 2016-13 on its consolidated financial statements but does not expect this guidance will have a material impact on its 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. |
Organization and Business Bac_2
Organization and Business Background (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of description of subsidiaries | Name Place of incorporation and Principal activities and Effective interest held Lasting Wisdom Holdings Limited (“Lasting”) British Virgin Island, a limited liability company Investment holding 100 % Pukung Limited (“Pukung”) Hong Kong, a limited liability company Investment holding 100 % Beijing Xinrongxin Industrial Development Co., Ltd. (“Xinrongxin”) The PRC, a limited liability company Investment holding 100 % Boyi (Liaoning) Technology Co., Ltd (“Liaoning Boyi”) The PRC, a limited liability company IT Technology service research and development 100 % Dalian Boyi Technology Co., Ltd (“Dalian Boyi”) The PRC, a limited liability company IT Technology service research and development 100 % Chongqing Guanzan Technology Co., Ltd. (“Guanzan”) The PRC, a limited liability company Wholesale distribution of medical devices in the PRC 100 % Chongqing Shude Pharmaceutical Co., Ltd.(“Shude”) The PRC, a limited liability company Wholesale distribution of generic drugs in the PRC 95 % Chongqing Lijiantang Pharmaceutical Co., Ltd.(“Lijiantang”) The PRC, a limited liability company Wholesale distribution of generic drugs in the PRC 100 % Bimai Pharmaceutical (Chongqing) Co., Ltd. (“Chongqing Bimai”) The PRC, a limited liability company Investment holding 100 % Chongqing Guoyitang Hospital Co., Ltd. (“Guoyitang”) The PRC, a limited liability company Hospital in the PRC 100 % Chaohu Zhongshan Minimally Invasive Hospital Co. ,Ltd. (“Zhongshan”) The PRC, a limited liability company Hospital in the PRC 100 % Yuannan Yuxi Minkang Hospital Co., Ltd. (“Minkang”) The PRC, a limited liability company Hospital in the PRC 100 % Wuzhou Qiangsheng Hospital Co., Ltd. (“Qiangsheng”) The PRC, a limited liability company Hospital in the PRC 100 % Suzhou Eurasia Hospital Co., Ltd. (“Eurasia”) The PRC, a limited liability company Hospital in the PRC 100 % Bimai Hospital Management (Chongqing) Co. Ltd (“Chongqing HM”) The PRC, a limited liability company Hospital management in the PRC 100 % Pusheng Pharmaceutical Co., Ltd (“Pusheng”) 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) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of expected useful lives | Expected useful lives Residual value Building 20 years 5 % Office equipment 3 years 5 % Electronic equipment 3 years 5 % Furniture 5 years 5 % Medical equipment 10 years 5 % Vehicles 4 years 5 % |
Schedule of Intangible assets are amortized ofestimated useful lives | Expected Software 10 years |
Schedule of exchange rates | June 30, June 30, Period-end RMB:US$1 exchange rate 6.4572 7.0741 Six months end average RMB:US$1 exchange rate 6.4711 7.0574 |
The Acquisition of the Guanza_2
The Acquisition of the Guanzan Group (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Guanzan Acquisition [Member] | |
The Acquisition of the Guanzan Group (Tables) [Line Items] | |
Schedule of identified assets acquired and liabilities | Items Amount Assets Cash $ 95,220 Accounts receivable 1,835,981 Advances to suppliers 1,222,986 Amount due from related parties 410,943 Inventories 950,225 Prepayments and other receivables 90,256 Property, plant and equipment 707,289 Intangible assets 254,737 Goodwill 6,443,170 Liabilities Short-term bank borrowings (838,926 ) Long-term loans due within one year (250,663 ) Accounts payable, trade (1,303,399 ) Advances from customers (1,350,126 ) Amount due to related parties (106,720 ) Taxes payable (406,169 ) Other payables and accrued liabilities (390,594 ) Long-term loans – non-current portion (186,796 ) Non-controlling interests (46,295 ) Total net assets $ 7,131,119 |
The Acquisition of the Gyoyit_2
The Acquisition of the Gyoyitang Hospital (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Guoyitang Acquisition [Member] | |
The Acquisition of the Gyoyitang Hospital (Tables) [Line Items] | |
Schedule of identified assets acquired and liabilities | Items Amount Assets Cash $ 28,457 Accounts receivable 11,797 Advances to suppliers 12,670 Amount due from related parties 41,598 Inventories 167,440 Prepayments and other receivables 61,102 Property, plant and equipment 528,814 Right of use asset 441,150 Goodwill 7,154,393 Liabilities Accounts payable, trade (599,391 ) Amount due to related parties (183,796 ) Taxes payable (121 ) Other payables and accrued liabilities (231,375 ) Lease liability-current (161,707 ) Lease liability-non-current (354,912 ) Total net assets $ 6,916,119 |
The Acquisition of the Zhongs_2
The Acquisition of the Zhongshan Hospital (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
The Acquisition Of The Zhongshan Hospital [Abstract] | |
Schedule of identified assets acquired and liabilities assumed pursuant to the Zhongshan Acquisition | Items Amount Assets Cash $ 46,748 Accounts receivable 92,900 Inventories 108,413 Prepayments and other receivables 432,231 Property, plant and equipment 344,208 Right of use asset 1,188,693 Goodwill 10,443,494 Liabilities Short-term bank borrowings (154,701 ) Accounts payable, trade (928,640 ) Advances from customers (5,603 ) Amount due to related parties (217,203 ) Other payables and accrued liabilities (435,290 ) Lease liability-current (160,774 ) Lease liability-non-current (1,102,589 ) Total net assets $ 9,651,887 |
The Acquisition Of The Qiangs_2
The Acquisition Of The Qiangsheng, Eurasia And Minkang Hospitals (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Qiangsheng, Eurasia and Minkang Acquisition {Member} | |
The Acquisition Of The Qiangsheng, Eurasia And Minkang Hospitals (Tables) [Line Items] | |
Schedule of summarizes the identified assets acquired and liabilities | Items Amount Assets Cash $ 12,341 Accounts receivable 41,836 Inventories 156,576 Advances and other receivables 40,620 Property, plant and equipment 653,104 Right of use assets 2,168,709 Goodwill 5,930,619 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 $ 5,600,000 |
Discontined Operations (Tables)
Discontined Operations (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of discontined operations | For the six months ended Revenues $ 8,537 Cost of revenues 3,394 Gross loss 5,143 Operating expenses 498,212 Other expense 307,536 Loss before income taxes (800,605 ) Income taxes - Net loss from discontinued operations $ (800,605 ) |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Credit Loss, Additional Improvements [Abstract] | |
Schedule of accounts receivable | June 30, December 31, Accounts receivable, cost $ 10,487,396 $ 7,923,382 Less: allowance for doubtful accounts (1,205,824 ) (1,236,830 ) Accounts receivable, net $ 9,281,572 $ 6,686,552 |
Advances to Suppliers (Tables)
Advances to Suppliers (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Advances To Suppliers [Abstract] | |
Schedule of advances to suppliers | June 30, December 31, Advances to suppliers, cost $ 4,509,227 $ 2,700,788 Less: allowance for doubtful accounts (7,541 ) (7,463 ) Advances to suppliers, net $ 4,501,686 $ 2,693,325 |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of inventories | June 30 , December 31, Medicine $ 4,841,423 $ 196,506 Medical devices 337,967 548,670 Less: allowance for obsolete and expired inventory (62,675 ) (9,825 ) $ 5,116,715 $ 735,351 |
Prepayments and Other Receiva_2
Prepayments and Other Receivables (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Prepayments And Other Receivables [Abstract] | |
Schedule of prepayment and other receivables | June 30, December 31, Deposit for rental $ 45,298 11,050 Prepaid rental fee and improvements of offices 978,902 37,687 Deposit for purchase of medical devices 16,914 28,113 Receivables from convertible bonds - 1,500,000 Deferred offering cost 1,232,186 889,971 Prepayment for acquisition of Guoyitang - 9,195,543 Deposit for acquisition of Cogmer 3,097,317 3,065,181 Prepayment for professional services 62,198 - Receivables from third party 237,495 - Others 352,158 162,326 Less: allowance for doubtful accounts (9,443 ) (9,345 ) Prepayments and other receivables, net $ 6,013,025 14,880,526 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property, plant and equipment | June 30, December 31, Building $ 808,423 $ 800,035 Office equipment 449,556 38,769 Electronic equipment 1,464,920 49,507 Furniture 20,870 151 Medical equipment 2,398,479 - Vehicles 239,659 130,532 5,381,907 1,018,994 Less: accumulated depreciation (2,704,174 ) (108,786 ) Property, plant and equipment, net $ 2,677,733 $ 910,208 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | June 30, December 31, Software $ 18,127 $ - 18,127 - Less: accumulated amortization (3,092 ) - Intangible assets, net $ 15,035 $ - |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Leases [Abstract] | |
Schedule of operating leases | June 30, December 31, Operating Lease Assets Operating lease $ 3,706,823 53,425 Total operating lease assets $ 3,706,823 53,425 Operating Lease Obligations Current operating lease liabilities $ 758,568 23,063 Non-current operating lease liabilities $ 3,392,857 22,457 Total Lease Liabilities $ 4,151,425 45,520 |
Schedule of lease liability maturities | June 30, 2021 716,520 2022 771,272 2023 723,763 2024 564,400 2025 and thereafter 2,185,943 Total minimum lease payments 4,961,898 Less: Amount representing interest 810,473 Total $ 4,151,425 |
Loans (Tables)
Loans (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of short-term loans | June 30, December 31, Construction Bank of China $ 33,140 $ - Chongqing Nan’an Zhongyin Fuden Village Bank Co. LTD - 153,259 China Minsheng Bank 123,893 - Postal Savings Bank of China 758,843 750,969 Total $ 915,876 $ 904,228 |
Schedule of long term loans | June 30, December 31, Standard Chartered Bank $ 100,788 $ 163,973 Chongwing Nan’an Zhongyin Fuden Village Bank Co. Ltd. 139,433 - We Bank 683,850 591,225 Subtotal of long-term loans 924,071 755,198 Less: current portion - (34,201 ) Long-term loans – noncurrent portion $ 924,071 $ 720,997 |
Convertible Promissory Notes _2
Convertible Promissory Notes and Embedded Derivative Instructions (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Convertible Promissory Notes And Embedded Derivative Instructions [Abstract] | |
Schedule of additional paid-in capital | June 30, December 31, Convertible note – principal $ 6,015,426 $ 5,367,174 Convertible note – discount (882,896 ) (2,038,727 ) $ 5,132,530 $ 3,328,447 |
Schedule of assumptions used in the Black-Scholes option pricing model | June 30, December 31, Dividend yield $ 0 % $ 0 % Expected volatility 90% ~ 100 % 101% ~ 166 % Risk free interest rate 0.82% ~ 1.13 % 0.07% ~ 0.22 % Expected life (year) 3.05 ~3.65 3.38 |
Other Payables and Accrued Li_2
Other Payables and Accrued Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of other payables and accrued liabilities | June 30, December 31, Salary payable $ 608,151 $ 96,915 Salary payable – related party (1) 163,267 663,267 Loan payable 774,329 - Accrued operating expenses - 102,358 Acquisition payable (2) 3,065,181 3,065,181 Other payables 449,514 301,255 $ 5,060,442 $ 4,228,976 (1) On October 1, 2019, the Company employed Mr. Tiewei Song as its Chief Executive Officer at an annual base salary of $500,000, the balance represented the unpaid salary of $163,267 as of June 30, 2021. (2) In March 2020, the Company completed the acquisition of Guanzan. In addition to the issuance of 950,000 shares of the Company’s common stock, the Company was obligated to pay approximately $4,414,119, subject to post-closing adjustments based on the performance of the Guanzan Group in 2020 and 2021. The fair value of the cash consideration payable was calculated in conformance with FASB ASC 805-10. On November 20, 2020, the parties to the Guanzan agreement entered into a Prepayment and Amendment Agreement in light of Guanzan’s performance during the period from March 18, 2020 to September 30, 2020, providing for the prepayment of RMB 20,000,000 in the form of shares of the Company’s common stock valued at $3.00 per share. On November 30, 2020, the Company issued 1,000,000 shares of its common stock as the prepayment. |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of basic and diluted net income (loss) per share | For the six months ended 2021 2020 Net income (loss) from continuing operation attributable to common shareholders $ (3,566,365 ) $ 3,272,268 Net loss from discontinued operations attributable to common shareholders - (800,605 ) Total net income (loss) attributable to common shareholders $ (3,566,365 ) $ 2,471,663 Weighted average common shares outstanding – Basic and diluted 20,859,159 9,728,861 Income (loss) per share – basic and diluted: Continuing operations $ (0.17 ) $ 0.25 Discontinued operations - (0.08 ) Total $ (0.17 ) $ 0.17 |
Segments (Tables)
Segments (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Segment Reporting [Abstract] | |
Schedule of reported segment profit or loss and segment assets | For the six months ended Retail Medical Drugs Medical Others Total Revenues from external customers $ 241,230 $ 916,193 $ 6,495,931 $ 3,732,974 $ 38,663 $ 11,424,991 Cost of revenues $ 195,582 $ 697,321 $ 5,763,072 $ 2,093,533 $ 118,386 $ 8,867,894 Depreciation, depletion, and amortization expense $ 10,390 $ 20,224 $ 1,365 $ 72,466 $ 11,266 $ 115,711 Profit (loss) $ (338,962 ) $ (45,013 ) $ 176,675 $ 196,180 $ (3,555,245 ) $ (3,566,365 ) Total assets $ 347,753 $ 6,967,640 $ 17,775,713 $ 7,455,277 $ 30,066,043 $ 62,612,425 |
Schedule of reportable segment revenues, profit or loss, and assets | >>Revenues Total revenues from reportable segments $ 14,121,913 Other revenues 38,663 Elimination of intersegments revenues 2,735,585 Total consolidated revenues $ 11,424,991 >> Profit or loss Total profit from reportable segments $ 13,445 Elimination of intersegments profit or loss 2,325 Unallocated amount: Amortization of discount of convertible notes (1,386,586 ) Other corporate expense (2,190,899 ) Total net loss $ (3,566,365 ) >>Assets Total assets from reportable segments $ 32,546,382 Elimination of intersegments receivables (8,999,782 ) Unallocated amount: Other unallocated assets – Xinrongxin 3,102,087 Other unallocated assets – Liaoning Boyi 185,382 Other unallocated assets – Dalian Boyi 20,173 Other unallocated assets – Chongqing Bimai 2,932,238 Other unallocated assets – BIMI 32,825,945 Total consolidated assets $ 62,612,245 |
Entity-Wide Information and C_2
Entity-Wide Information and Concentrations of Risk (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Risks and Uncertainties [Abstract] | |
Schedule of revenues from each types of products | For the six months ended June 30, 2021 2020 Medical devices $ 916,193 $ 1,896,732 Medical services 3,732,974 2,331,221 Medicines (including pharmacy sales) 6,737,161 13,797 Total $ 11,386,328 $ 4,241,750 |
Organization and Business Bac_3
Organization and Business Background (Details) | Dec. 09, 2020 | Oct. 14, 2019 | Mar. 18, 2020 |
Accounting Policies [Abstract] | |||
Ownership, description | 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 east region of China. The transaction was closed on February 5, 2021. | the Company acquired 100% of the equity interests in Lasting Wisdom Holdings Limited (“Lasting”), a holding company incorporated under the laws of the British Virgin Islands (“BVI”), which through its subsidiaries held 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 and Boqi Zhengji are hereinafter collectively referred to as the “Boqi Zhengji Group”. On December 11, 2020, the Company entered into a stock purchase agreement to sell Boqi Zhengji. While the sale of Boqi Zhengji closed by the end of 2020, the governmental record was not updated until February 2, 2021 due to the Chinese government’s alternative working schedule and other delays caused by COVID-19.Lasting also indirectly 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. | the Company, through its wholly owned subsidiary, Xinrongxin, acquired 100% of the equity interests in Chongqing Guanzan Technology Co., Ltd. (“Guanzan”). Guanzan holds an 95% 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 that operates 5 retail pharmacy stores in China. |
Organization and Business Bac_4
Organization and Business Background (Details) - Schedule of description of subsidiaries | 6 Months Ended |
Jun. 30, 2021 | |
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 | 100.00% |
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 | 100.00% |
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 | 100.00% |
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 | 100.00% |
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 | 100.00% |
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 | 100.00% |
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 | 95.00% |
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 | 100.00% |
Bimai Pharmaceutical (Chongqing) Co., Ltd. (“Chongqing Bimai”) [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 | 100.00% |
Chongqing Guoyitang Hospital (“Guoyitang”) [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 | 100.00% |
Chaohu Zhongshan Minimally Invasive Hospital (“Zhongshan”) [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 | 100.00% |
Yuannan Yuxi Minkang Hospital Co., Ltd. (“Minkang”) [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 | 100.00% |
Wuzhou Qiangsheng Hospital Co., Ltd. (“Qiangsheng”) [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 | 100.00% |
Suzhou Eurasia Hospital Co., Ltd. (“Eurasia”) [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 | 100.00% |
Bimai Hospital Management (Chongqing) Co. Ltd (“Chongqing HM”) [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 | 100.00% |
Pusheng Pharmaceutical Co., Ltd (“Pusheng”) [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 | 100.00% |
Going Concern Uncertainties (De
Going Concern Uncertainties (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Net loss | $ (3,566,365) | $ 2,471,663 |
Accumulated deficit | 16,500,000 | |
Working capital deficit | 2,030,000 | |
Operating losses | $ 3,500,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Allowance for doubtful accounts | $ 1,205,824 | $ 1,236,830 |
Allowance for obsolete inventories | $ 62,675 | 9,825 |
Income tax benefit percentage | 50.00% | |
VAT rates percentage | 13.00% | |
Number of reportable segments | 4 | |
Suppliers [Member] | ||
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Allowance for doubtful accounts | $ 7,541 | $ 7,463 |
Minimum [Member] | ||
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Accounts receivables contractual term | 30 days | |
Maximum [Member] | ||
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Accounts receivables contractual term | 90 days |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of expected useful lives | 6 Months Ended |
Jun. 30, 2021 | |
Building [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of expected useful lives [Line Items] | |
Expected useful lives | 20 years |
Residual value | 5.00% |
Office Equipment [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of expected useful lives [Line Items] | |
Expected useful lives | 3 years |
Residual value | 5.00% |
Electronic equipment [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of expected useful lives [Line Items] | |
Expected useful lives | 3 years |
Residual value | 5.00% |
Furniture [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of expected useful lives [Line Items] | |
Expected useful lives | 5 years |
Residual value | 5.00% |
Medical equipment [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of expected useful lives [Line Items] | |
Expected useful lives | 10 years |
Residual value | 5.00% |
Vehicles [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of expected useful lives [Line Items] | |
Expected useful lives | 4 years |
Residual value | 5.00% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of Intangible assets are amortized ofestimated useful lives | 6 Months Ended |
Jun. 30, 2021 | |
Software [Member] | |
Indefinite-lived Intangible Assets [Line Items] | |
Expected useful lives | 10 years |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - Schedule of exchange rates | Jun. 30, 2021 | Jun. 30, 2020 |
Schedule of exchange rates [Abstract] | ||
Period-end RMB:US$1 exchange rate | 6.4572 | 7.0741 |
Six months end average RMB:US$1 exchange rate | 6.4711 | 7.0574 |
The Acquisition of the Guanza_3
The Acquisition of the Guanzan Group (Details) | 6 Months Ended | |||||
Jun. 30, 2021USD ($) | Apr. 09, 2021 | Nov. 30, 2020CNY (¥)shares | Nov. 20, 2020$ / shares | Nov. 20, 2020CNY (¥) | Mar. 31, 2020USD ($) | |
The Acquisition of the Guanzan Group (Details) [Line Items] | ||||||
Acquisition, description | On February 1, 2020, the Company entered into an agreement to purchase all the issued and outstanding shares of Guanzan (the “Guanzan Shares”) for RMB 100,000,000 (approximately $14,285,714), to be paid by the issuance of 950,000 shares of the Company’s common stock (the “Guanzan Stock Consideration”) and the payment of RMB 80,000,000 in cash (the “Guanzan Cash Consideration”). | |||||
Non-controlling interests (in Dollars) | $ 46,295 | |||||
Non-controlling equity interest percentage | 20.00% | |||||
Cash consideration amount (in Yuan Renminbi) | $ 4,414,119 | |||||
Prepayment Agreement [Member] | ||||||
The Acquisition of the Guanzan Group (Details) [Line Items] | ||||||
Cash consideration amount (in Yuan Renminbi) | ¥ | ¥ 60,000,000 | ¥ 20,000,000 | ||||
Common Stock valued price (in Dollars per share) | $ / shares | $ 3 | |||||
Shares of common stock (in Shares) | shares | 1,000,000 | |||||
Gunazan [Member] | ||||||
The Acquisition of the Guanzan Group (Details) [Line Items] | ||||||
Percentage of ownership interest | 80.00% | |||||
Minimum [Member] | ||||||
The Acquisition of the Guanzan Group (Details) [Line Items] | ||||||
Percentage of ownership interest | 80.00% | |||||
Maximum [Member] | ||||||
The Acquisition of the Guanzan Group (Details) [Line Items] | ||||||
Percentage of ownership interest | 95.20% |
The Acquisition of the Guanza_4
The Acquisition of the Guanzan Group (Details) - Schedule of identified assets acquired and liabilities - Parent [Member] | Mar. 18, 2020USD ($) |
Assets | |
Cash | $ 95,220 |
Accounts receivable | 1,835,981 |
Advances to suppliers | 1,222,986 |
Amount due from related parties | 410,943 |
Inventories | 950,225 |
Prepayments and other receivables | 90,256 |
Property, plant and equipment | 707,289 |
Intangible assets | 254,737 |
Goodwill | 6,443,170 |
Liabilities | |
Short-term bank borrowings | (838,926) |
Long-term loans due within one year | (250,663) |
Accounts payable, trade | (1,303,399) |
Advances from customers | (1,350,126) |
Amount due to related parties | (106,720) |
Taxes payable | (406,169) |
Other payables and accrued liabilities | (390,594) |
Long-term loans – non-current portion | (186,796) |
Non-controlling interests | (46,295) |
Total net assets | $ 7,131,119 |
The Acquisition of the Gyoyit_3
The Acquisition of the Gyoyitang Hospital (Details) - Chongqing Guoyitang Hospital [Member] | Dec. 09, 2020USD ($)shares | Dec. 09, 2020CNY (¥)shares |
The Acquisition of the Gyoyitang Hospital (Details) [Line Items] | ||
Aggregate purchase price | $ 15,251,807 | ¥ 100,000,000 |
Shares of common stock | 2,000,000 | 2,000,000 |
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 - Parent Company [Member] - Chongqing Guoyitang Hospital [Member] | Feb. 02, 2021USD ($) |
Assets | |
Cash | $ 28,457 |
Accounts receivable | 11,797 |
Advances to suppliers | 12,670 |
Amount due from related parties | 41,598 |
Inventories | 167,440 |
Prepayments and other receivables | 61,102 |
Property, plant and equipment | 528,814 |
Right of use asset | 441,150 |
Goodwill | 7,154,393 |
Liabilities | |
Accounts payable, trade | (599,391) |
Amount due to related parties | (183,796) |
Taxes payable | (121) |
Other payables and accrued liabilities | (231,375) |
Lease liability-current | (161,707) |
Lease liability-non-current | (354,912) |
Total net assets | $ 6,916,119 |
The Acquisition of the Zhongs_3
The Acquisition of the Zhongshan Hospital (Details) | Dec. 15, 2020 |
Stock Purchase Agreement [Member] | Zhongshan Hospital [Member] | |
The Acquisition of the Zhongshan Hospital (Details) [Line Items] | |
Stock purchase agreement, description | the Company entered into an agreement to acquire Chaohu Zhongshan Minimally Invasive Hospital Co., Ltd (“Zhongshan Hospital”), a private hospital in the east region of China with 65 hospital beds, 25 medical doctors, 22 medical technicians and 45 nurses. 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 2,000,000 shares of common stock of the Company were issued on February 2021. The balance of the purchase price of approximately $6,100,723 (RMB 40,000,000) is subject to post-closing adjustments based on the performance of Zhongshan Hospital in 2021 and 2022. |
The Acquisition of the Zhongs_4
The Acquisition of the Zhongshan Hospital (Details) - Schedule of identified assets acquired and liabilities assumed pursuant to the Zhongshan Acquisition - Zhongshan Acquisition [Member] | Feb. 05, 2021USD ($) |
Assets | |
Cash | $ 46,748 |
Accounts receivable | 92,900 |
Inventories | 108,413 |
Prepayments and other receivables | 432,231 |
Property, plant and equipment | 344,208 |
Right of use asset | 1,188,693 |
Goodwill | 10,443,494 |
Liabilities | |
Short-term bank borrowings | (154,701) |
Accounts payable, trade | (928,640) |
Advances from customers | (5,603) |
Amount due to related parties | (217,203) |
Other payables and accrued liabilities | (435,290) |
Lease liability-current | (160,774) |
Lease liability-non-current | (1,102,589) |
Total net assets | $ 9,651,887 |
The Acquisition Of The Qiangs_3
The Acquisition Of The Qiangsheng, Eurasia And Minkang Hospitals (Details) | Apr. 09, 2021 |
Acquisition Of The Qiangsheng, Eurasia And Minkang Hospitals [Member} | |
The Acquisition Of The Qiangsheng, Eurasia And Minkang Hospitals (Details) [Line Items] | |
Acqusition, description | 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 4,000,000 shares of common stock of the Company (the “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 US$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) are subject to post-closing adjustments based on the performance of Qiangsheng, Eurasia and Minkang in 2021 and 2022. The sellers can choose to receive the second and third payments in the form of the shares of common stock of the Company valued at $3.00 per share or in cash. |
The Acquisition Of The Qiangs_4
The Acquisition Of The Qiangsheng, Eurasia And Minkang Hospitals (Details) - Schedule of summarizes the identified assets acquired and liabilities - Acquisition Of The Qiangsheng, Eurasia And Minkang Hospitals [Member} | May 06, 2021USD ($) |
The Acquisition Of The Qiangsheng, Eurasia And Minkang Hospitals (Details) - Schedule of summarizes the identified assets acquired and liabilities [Line Items] | |
Cash | $ 12,341 |
Accounts receivable | 41,836 |
Inventories | 156,576 |
Advances and other receivables | 40,620 |
Property, plant and equipment | 653,104 |
Right of use assets | 2,168,709 |
Goodwill | 5,930,619 |
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 | $ 5,600,000 |
Discontined Operations (Details
Discontined Operations (Details) - USD ($) | Dec. 11, 2021 | Jun. 30, 2021 |
Discontined Operations (Details) [Line Items] | ||
Aggregate sale price | $ 10,000,000 | |
Boqi Zhengji [Member] | ||
Discontined Operations (Details) [Line Items] | ||
Aggregate sale price | $ 1,700,000 |
Discontined Operations (Detai_2
Discontined Operations (Details) - Schedule of discontined operations | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Schedule of discontined operations [Abstract] | |
Revenues | $ 8,537 |
Cost of revenues | 3,394 |
Gross loss | 5,143 |
Operating expenses | 498,212 |
Other expense | 307,536 |
Loss before income taxes | (800,605) |
Income taxes | |
Net loss from discontinued operations | $ (800,605) |
Accounts Receivable (Details)
Accounts Receivable (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Credit Loss, Additional Improvements [Abstract] | ||||
Reversed allowance | $ 12,793 | $ 952,765 | $ 31,006 | $ 944,045 |
Accounts Receivable (Details) -
Accounts Receivable (Details) - Schedule of accounts receivable - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Schedule of accounts receivable [Abstract] | ||
Accounts receivable, cost | $ 10,487,396 | $ 7,923,382 |
Less: allowance for doubtful accounts | (1,205,824) | (1,236,830) |
Accounts receivable, net | $ 9,281,572 | $ 6,686,552 |
Advances to Suppliers (Details)
Advances to Suppliers (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Advances To Suppliers [Abstract] | ||||
Bad debt expense | $ 0 | $ 0 | $ 0 | $ 0 |
Advances to Suppliers (Detail_2
Advances to Suppliers (Details) - Schedule of advances to suppliers - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Schedule of advances to suppliers [Abstract] | ||
Advances to suppliers, cost | $ 4,509,227 | $ 2,700,788 |
Less: allowance for doubtful accounts | (7,541) | (7,463) |
Advances to suppliers, net | $ 4,501,686 | $ 2,693,325 |
Inventories (Details)
Inventories (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Inventory Disclosure [Abstract] | ||||
Accrued allowance of inventory | $ 38,343 | $ 68,600 | $ 52,850 | $ 187,942 |
Inventories (Details) - Schedul
Inventories (Details) - Schedule of inventories - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Schedule of inventories [Abstract] | ||
Medicine | $ 4,841,423 | $ 196,506 |
Medical devices | 337,967 | 548,670 |
Less: allowance for obsolete and expired inventory | (62,675) | (9,825) |
Total inventory | $ 5,116,715 | $ 735,351 |
Prepayments and Other Receiva_3
Prepayments and Other Receivables (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Prepayments and Other Receivables (Details) [Line Items] | ||||
Allowance for doubtful accounts | $ 0 | $ 21,224 | $ 0 | $ 22,110 |
Chongqing Cogmer Biology Technology Co Ltd [Member] | ||||
Prepayments and Other Receivables (Details) [Line Items] | ||||
Deposit amount | $ 3,065,181 |
Prepayments and Other Receiva_4
Prepayments and Other Receivables (Details) - Schedule of prepayments and other receivables - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Schedule of prepayments and other receivables [Abstract] | ||
Deposit for rental | $ 45,298 | $ 11,050 |
Prepaid rental fee and improvements of offices | 978,902 | 37,687 |
Deposit for purchase of medical devices | 16,914 | 28,113 |
Receivables from convertible bonds | 1,500,000 | |
Deferred offering cost | 1,232,186 | 889,971 |
Prepayment for acquisition of Guoyitang | 9,195,543 | |
Deposit for acquisition of Cogmer | 3,097,317 | 3,065,181 |
Prepayment for professional services | 62,198 | |
Receivables from third party | 237,495 | |
Others | 352,158 | 162,326 |
Less: allowance for doubtful accounts | (9,443) | (9,345) |
Prepayments and other receivables, net | $ 6,013,025 | $ 14,880,526 |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 65,567 | $ 2,707 | $ 115,711 | $ 2,707 |
Property, Plant and Equipment_3
Property, Plant and Equipment (Details) - Schedule of property, plant and equipment - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 5,381,907 | $ 1,018,994 |
Less: accumulated depreciation | (2,704,174) | (108,786) |
Property, plant and equipment, net | 2,677,733 | 910,208 |
Building [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 808,423 | 800,035 |
Office equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 449,556 | 38,769 |
Electronic equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 1,464,920 | 49,507 |
Furniture [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 20,870 | 151 |
Medical equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 2,398,479 | |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 239,659 | $ 130,532 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization expense | $ 1,910 | $ 3,092 |
Intangible Assets (Details) - S
Intangible Assets (Details) - Schedule of intangible assets - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 18,127 | |
Less: accumulated amortization | (3,092) | |
Intangible assets, net | 15,035 | |
Software [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 18,127 |
Leases (Details) - Schedule of
Leases (Details) - Schedule of operating leases - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Operating Lease Assets | ||
Operating lease | $ 3,706,823 | $ 53,425 |
Total operating lease assets | 3,706,823 | 53,425 |
Operating Lease Obligations | ||
Current operating lease liabilities | 758,568 | 23,063 |
Non-current operating lease liabilities | 3,392,857 | 22,457 |
Total Lease Liabilities | $ 4,151,425 | $ 45,520 |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of lease liability maturities | Jun. 30, 2021USD ($) |
Schedule of lease liability maturities [Abstract] | |
2021 | $ 716,520 |
2022 | 771,272 |
2023 | 723,763 |
2024 | 564,400 |
2025 and thereafter | 2,185,943 |
Total minimum lease payments | 4,961,898 |
Less: Amount representing interest | 810,473 |
Total | $ 4,151,425 |
Goodwill (Details)
Goodwill (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Goodwill (Details) [Line Items] | ||
Goodwill | $ 30,442,737 | $ 6,914,232 |
Guanzan Acquisition [Member] | ||
Goodwill (Details) [Line Items] | ||
Goodwill associated with acquisition | 6,914,232 | |
Guoyitang Acquisition [Member] | ||
Goodwill (Details) [Line Items] | ||
Goodwill associated with acquisition | 7,154,393 | |
Zhongshan Acquisition [Member] | ||
Goodwill (Details) [Line Items] | ||
Goodwill associated with acquisition | 10,443,494 | |
Minkang Qiansheng and Eurasia [Member] | ||
Goodwill (Details) [Line Items] | ||
Goodwill associated with acquisition | $ 5,390,619 |
Loans (Details)
Loans (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Debt Disclosure [Abstract] | ||||
Interest expense on short-term loans | $ 4,523 | $ 11,086 | $ 16,538 | $ 12,698 |
Interest expense on long-term loans | $ 9,473 | $ 25,106 | $ 30,676 | $ 27,661 |
Loans (Details) - Schedule of s
Loans (Details) - Schedule of short-term loans - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Short-term Debt [Line Items] | ||
Total short-term loans | $ 915,876 | $ 904,228 |
Construction Bank of China [Member] | ||
Short-term Debt [Line Items] | ||
Total short-term loans | 33,140 | |
Chongqing Nan’an Zhongyin Fuden Village Bank Co. LTD [Member] | ||
Short-term Debt [Line Items] | ||
Total short-term loans | 153,259 | |
China Minsheng Bank [Member] | ||
Short-term Debt [Line Items] | ||
Total short-term loans | 123,893 | |
Postal Savings Bank of China [Member] | ||
Short-term Debt [Line Items] | ||
Total short-term loans | $ 758,843 | $ 750,969 |
Loans (Details) - Schedule of l
Loans (Details) - Schedule of long term loans - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Loans (Details) - Schedule of long term loans [Line Items] | ||
Subtotal of long-term loans | $ 924,071 | $ 755,198 |
Less: current portion | (34,201) | |
Long-term loans – noncurrent portion | 924,071 | 720,997 |
Standard Chartered Bank [Member] | ||
Loans (Details) - Schedule of long term loans [Line Items] | ||
Subtotal of long-term loans | 100,788 | 163,973 |
Chongqing Nan’an Zhongyin Fuden Village Bank Co. LTD [Member] | ||
Loans (Details) - Schedule of long term loans [Line Items] | ||
Subtotal of long-term loans | 139,433 | |
We Bank [Member] | ||
Loans (Details) - Schedule of long term loans [Line Items] | ||
Subtotal of long-term loans | $ 683,850 | $ 591,225 |
Convertible Promissory Notes _3
Convertible Promissory Notes and Embedded Derivative Instructions (Details) - USD ($) | 1 Months Ended | ||
May 19, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | |
Convertible Promissory Notes and Embedded Derivative Instructions (Details) [Line Items] | |||
Initial exercise price (in Dollars per share) | $ 2.845 | ||
Securities Purchase Agreement [Member] | |||
Convertible Promissory Notes and Embedded Derivative Instructions (Details) [Line Items] | |||
Purchase of shares | $ 650,000 | ||
Convertible notes, description | subject to increase based on the number of shares of the Company’s common stock issued pursuant to the Convertible Notes. On February 24, 2021, the Company and the Investors agreed to increase the amount of Convertible Notes that may be purchased under the May SPA from $2,100,000 to $5,400,000 at an original issue discount of 16.67% ($4,500,000, net). The Convertible Notes issued in 2021 are convertible at a base conversion price of $2.59 per share, subject to the previously agreed conversion floor price of $0.554 (or $0.372 with respect to the increased amount). The Investors also received additional warrants to purchase 720,000 additional shares of the Company’s common stock at an exercise price of $2.845 per share | ||
Convertible Notes Payable [Member] | |||
Convertible Promissory Notes and Embedded Derivative Instructions (Details) [Line Items] | |||
Face value | $ 6,015,426 | $ 5,367,174 | |
Convertible Notes Payable [Member] | Securities Purchase Agreement [Member] | |||
Convertible Promissory Notes and Embedded Derivative Instructions (Details) [Line Items] | |||
Converted amount | $ 6,550,000 | ||
Discount rate | 19.85% | ||
Investor issued cash | $ 1,750,000 | ||
Face value | 2,225,000 | ||
Converted note principal amount | $ 2,100,000 | ||
Convertible price (in Dollars per share) | $ 2.59 | ||
Private Placement [Member] | Securities Purchase Agreement [Member] | |||
Convertible Promissory Notes and Embedded Derivative Instructions (Details) [Line Items] | |||
Initial exercise price (in Dollars per share) | $ 2.845 | ||
Purchase of shares (in Shares) | 171,845 |
Convertible Promissory Notes _4
Convertible Promissory Notes and Embedded Derivative Instructions (Details) - Schedule of additional paid-in capital - Convertible Notes Payable [Member] - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Convertible Promissory Notes and Embedded Derivative Instructions (Details) - Schedule of additional paid-in capital [Line Items] | ||
Convertible note – principal | $ 6,015,426 | $ 5,367,174 |
Convertible note – discount | (882,896) | (2,038,727) |
Convertible promissory note, net | $ 5,132,530 | $ 3,328,447 |
Convertible Promissory Notes _5
Convertible Promissory Notes and Embedded Derivative Instructions (Details) - Schedule of assumptions used in the Black-Scholes option pricing model | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Dividend Yield [Member] | ||
Convertible Promissory Notes and Embedded Derivative Instructions (Details) - Schedule of assumptions used in the Black-Scholes option pricing model [Line Items] | ||
Percentage of fair value | 0.00% | 0.00% |
Expected life (year) [Member] | ||
Convertible Promissory Notes and Embedded Derivative Instructions (Details) - Schedule of assumptions used in the Black-Scholes option pricing model [Line Items] | ||
Expected life (year) | 3 years 4 months 17 days | |
Minimum [Member] | Expected Volatility [Member] | ||
Convertible Promissory Notes and Embedded Derivative Instructions (Details) - Schedule of assumptions used in the Black-Scholes option pricing model [Line Items] | ||
Percentage of fair value | 90.00% | 101.00% |
Minimum [Member] | Risk Free Interest Rate [Member] | ||
Convertible Promissory Notes and Embedded Derivative Instructions (Details) - Schedule of assumptions used in the Black-Scholes option pricing model [Line Items] | ||
Percentage of fair value | 0.82% | 0.07% |
Minimum [Member] | Expected life (year) [Member] | ||
Convertible Promissory Notes and Embedded Derivative Instructions (Details) - Schedule of assumptions used in the Black-Scholes option pricing model [Line Items] | ||
Expected life (year) | 3 years 18 days | |
Maximum [Member] | Expected Volatility [Member] | ||
Convertible Promissory Notes and Embedded Derivative Instructions (Details) - Schedule of assumptions used in the Black-Scholes option pricing model [Line Items] | ||
Percentage of fair value | 100.00% | 166.00% |
Maximum [Member] | Risk Free Interest Rate [Member] | ||
Convertible Promissory Notes and Embedded Derivative Instructions (Details) - Schedule of assumptions used in the Black-Scholes option pricing model [Line Items] | ||
Percentage of fair value | 1.13% | 0.22% |
Maximum [Member] | Expected life (year) [Member] | ||
Convertible Promissory Notes and Embedded Derivative Instructions (Details) - Schedule of assumptions used in the Black-Scholes option pricing model [Line Items] | ||
Expected life (year) | 3 years 7 months 24 days |
Other Payables and Accrued Li_3
Other Payables and Accrued Liabilities (Details) | Oct. 02, 2019USD ($) | Nov. 30, 2020shares | Mar. 31, 2020USD ($)shares | Jun. 30, 2021USD ($)$ / shares | Sep. 30, 2020CNY (¥) | Dec. 31, 2020$ / shares | Sep. 30, 2020$ / shares |
Other Payables and Accrued Liabilities (Details) [Line Items] | |||||||
Annual base salary | $ 500,000 | ||||||
Unpaid salary | $ 163,267 | ||||||
Issuance of common stock (in Shares) | shares | 1,000,000 | 950,000 | |||||
Subject to post-closing adjustments amount | $ 4,414,119 | ||||||
Common stock, par value (in Dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 3 | ||||
RMB [Member] | |||||||
Other Payables and Accrued Liabilities (Details) [Line Items] | |||||||
Prepayment Of Common Stock (in Yuan Renminbi) | ¥ | ¥ 20,000,000 |
Other Payables and Accrued Li_4
Other Payables and Accrued Liabilities (Details) - Schedule of other payables and accrued liabilities - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 | |
Schedule of other payables and accrued liabilities [Abstract] | |||
Salary payable | $ 608,151 | $ 96,915 | |
Salary payable – related party (1) | [1] | 163,267 | 663,267 |
Loan payable | 774,329 | ||
Accrued operating expenses | 102,358 | ||
Acquisition payable (2) | [2] | 3,065,181 | 3,065,181 |
Other payables | 449,514 | 301,255 | |
Other payables and accrued liabilities | $ 5,060,442 | $ 4,228,976 | |
[1] | On October 1, 2019, the Company employed Mr. Tiewei Song as its Chief Executive Officer at an annual base salary of $500,000, the balance represented the unpaid salary of $163,267 as of June 30, 2021. | ||
[2] | In March 2020, the Company completed the acquisition of Guanzan. In addition to the issuance of 950,000 shares of the Company’s common stock, the Company was obligated to pay approximately $4,414,119, subject to post-closing adjustments based on the performance of the Guanzan Group in 2020 and 2021. The fair value of the cash consideration payable was calculated in conformance with FASB ASC 805-10. On November 20, 2020, the parties to the Guanzan agreement entered into a Prepayment and Amendment Agreement in light of Guanzan’s performance during the period from March 18, 2020 to September 30, 2020, providing for the prepayment of RMB 20,000,000 in the form of shares of the Company’s common stock valued at $3.00 per share. |
Related Parties and Related P_2
Related Parties and Related Parties Transactions (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Related Parties and Related Parties Transactions (Details) [Line Items] | ||
Due from related parties | $ 41,642 | |
Due to related party | 792,398 | 226,514 |
Chief Executive Officer [Member] | ||
Related Parties and Related Parties Transactions (Details) [Line Items] | ||
Due to related party | 29,876 | 29,566 |
Mr. Li Zhou [Member] | ||
Related Parties and Related Parties Transactions (Details) [Line Items] | ||
Due to related party | 523,542 | 0 |
Mr. Fuqing Zhang [Member] | ||
Related Parties and Related Parties Transactions (Details) [Line Items] | ||
Due to related party | 186,303 | 184,370 |
Mr.Youwei Xu [Member] | ||
Related Parties and Related Parties Transactions (Details) [Line Items] | ||
Due to related party | 12,710 | 12,578 |
Shaohui Zhuo [Member] | ||
Related Parties and Related Parties Transactions (Details) [Line Items] | ||
Due to related party | 855 | 0 |
Director [Member] | ||
Related Parties and Related Parties Transactions (Details) [Line Items] | ||
Due to related party | 13,164 | 0 |
Manager [Member] | ||
Related Parties and Related Parties Transactions (Details) [Line Items] | ||
Due to related party | 25,948 | $ 0 |
Wenfa Zhuo [Member] | ||
Related Parties and Related Parties Transactions (Details) [Line Items] | ||
Due from related parties | $ 41,642 |
Stock Equity (Details)
Stock Equity (Details) - USD ($) | Feb. 11, 2021 | Dec. 02, 2020 | Dec. 02, 2020 | Mar. 12, 2020 | Oct. 07, 2019 | Jun. 18, 2021 | Apr. 29, 2021 | Apr. 20, 2021 | Mar. 26, 2021 | Feb. 11, 2021 | Feb. 09, 2021 | Feb. 02, 2021 | Nov. 30, 2020 | Nov. 30, 2020 | Mar. 31, 2020 | Apr. 20, 2019 | Mar. 02, 2021 | Jun. 30, 2021 | Oct. 20, 2020 | Jun. 30, 2020 | Dec. 31, 2020 | Sep. 30, 2020 |
Stock Equity (Details) [Line Items] | ||||||||||||||||||||||
Common stock, shares authorized | 50,000,000 | 50,000,000 | ||||||||||||||||||||
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | $ 3 | |||||||||||||||||||
Common stock, shares outstanding | 24,793,988 | 13,254,587 | ||||||||||||||||||||
Common stock, shares | 1,000,000 | 950,000 | ||||||||||||||||||||
Number of share issued | 162,500 | 500,000 | 4,000,000 | 2,000,000 | 250,000 | 2,000,000 | ||||||||||||||||
Debt conversion, description | From April 6, 2020 through October 20, 2020, holders of convertible notes issued during the period from September 27, 2019 to February 13, 2020, in the aggregate principal amount of $1,534,250 plus interest into an aggregate of 1,658,213 shares of the Company’s common stock. | |||||||||||||||||||||
Fair value of note (in Dollars) | $ 104 | $ 1,008,067 | ||||||||||||||||||||
Common stock | 103,530 | 1,138,657 | ||||||||||||||||||||
Cashless exercise warrants | 650,000 | |||||||||||||||||||||
Aggregate principal amount (in Dollars) | $ 74,473 | $ 74,473 | $ 2,150,000 | |||||||||||||||||||
Boqi Zhengji [Member] | ||||||||||||||||||||||
Stock Equity (Details) [Line Items] | ||||||||||||||||||||||
Common stock, shares | 1,500,000 | 1,500,000 | ||||||||||||||||||||
Guanzan [Member] | ||||||||||||||||||||||
Stock Equity (Details) [Line Items] | ||||||||||||||||||||||
Number of share issued | 950,000 | 1,000,000 | ||||||||||||||||||||
Hudson Bay [Member] | ||||||||||||||||||||||
Stock Equity (Details) [Line Items] | ||||||||||||||||||||||
Fair value of note (in Dollars) | $ 173,154 | |||||||||||||||||||||
Common stock | 1,384,714 | 125,627 | ||||||||||||||||||||
Aggregate principal amount (in Dollars) | $ 2,150,000 | |||||||||||||||||||||
Investor [Member] | ||||||||||||||||||||||
Stock Equity (Details) [Line Items] | ||||||||||||||||||||||
Fair value of note (in Dollars) | $ 609,615 | |||||||||||||||||||||
Common stock | 447,458 | |||||||||||||||||||||
Convertible Notes [Member] | ||||||||||||||||||||||
Stock Equity (Details) [Line Items] | ||||||||||||||||||||||
Common stock reserve for future issuance | 4,696,137 | |||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||
Stock Equity (Details) [Line Items] | ||||||||||||||||||||||
Common stock, shares authorized | 50,000,000 | |||||||||||||||||||||
Common stock, par value (in Dollars per share) | $ 0.001 | |||||||||||||||||||||
Common stock, shares outstanding | 24,793,988 | 13,254,587 |
Net Income (Loss) Per Share (De
Net Income (Loss) Per Share (Details) - Schedule of basic and diluted net income (loss) per share - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Schedule of basic and diluted net income (loss) per share [Abstract] | ||
Net income (loss) from continuing operation attributable to common shareholders | $ (3,566,365) | $ 3,272,268 |
Net loss from discontinued operations attributable to common shareholders | (800,605) | |
Total net income (loss) attributable to common shareholders | $ (3,566,365) | $ 2,471,663 |
Weighted average common shares outstanding – Basic and diluted (in Shares) | 20,859,159 | 9,728,861 |
Income (loss) per share – basic and diluted: | ||
Continuing operations (in Dollars per share) | $ (0.17) | $ 0.25 |
Discontinued operations (in Dollars per share) | (0.08) | |
Total (in Dollars per share) | $ (0.17) | $ 0.17 |
Litigation (Details)
Litigation (Details) - Apr. 02, 2020 | USD ($) | CNY (¥) |
Litigation Disclosure [Abstract] | ||
Amount agreed to pay on settlement | $ 80,409 | ¥ 570,902 |
Segments (Details)
Segments (Details) | 6 Months Ended |
Jun. 30, 2021 | |
Segment Reporting [Abstract] | |
Number of reportable segments | 4 |
Segments (Details) - Schedule o
Segments (Details) - Schedule of reported segment profit or loss and segment assets | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Segment Reporting Information [Line Items] | |
Revenues from external customers | $ 11,424,991 |
Cost of revenues | 8,867,894 |
Depreciation, depletion, and amortization expense | 115,711 |
Profit (loss) | (3,566,365) |
Total assets | 62,612,425 |
Retail pharmacy [Member] | |
Segment Reporting Information [Line Items] | |
Revenues from external customers | 241,230 |
Cost of revenues | 195,582 |
Depreciation, depletion, and amortization expense | 10,390 |
Profit (loss) | (338,962) |
Total assets | 347,753 |
Medical device wholesale [Member] | |
Segment Reporting Information [Line Items] | |
Revenues from external customers | 916,193 |
Cost of revenues | 697,321 |
Depreciation, depletion, and amortization expense | 20,224 |
Profit (loss) | (45,013) |
Total assets | 6,967,640 |
Drugs wholesale [Member] | |
Segment Reporting Information [Line Items] | |
Revenues from external customers | 6,495,931 |
Cost of revenues | 5,763,072 |
Depreciation, depletion, and amortization expense | 1,365 |
Profit (loss) | 176,675 |
Total assets | 17,775,713 |
Medical Services [Member] | |
Segment Reporting Information [Line Items] | |
Revenues from external customers | 3,732,974 |
Cost of revenues | 2,093,533 |
Depreciation, depletion, and amortization expense | 72,466 |
Profit (loss) | 196,180 |
Total assets | 7,455,277 |
Others [Member] | |
Segment Reporting Information [Line Items] | |
Revenues from external customers | 38,663 |
Cost of revenues | 118,386 |
Depreciation, depletion, and amortization expense | 11,266 |
Profit (loss) | (3,555,245) |
Total assets | $ 30,066,043 |
Segments (Details) - Schedule_2
Segments (Details) - Schedule of reportable segment revenues, profit or loss, and assets | 6 Months Ended |
Jun. 30, 2021USD ($) | |
>>Revenues | |
Total revenues from reportable segments | $ 14,121,913 |
Other revenues | 38,663 |
Elimination of intersegments revenues | 2,735,585 |
Total consolidated revenues | 11,424,991 |
>> Profit or loss | |
Total profit from reportable segments | 13,445 |
Elimination of intersegments profit or loss | 2,325 |
Unallocated amount: | |
Amortization of discount of convertible notes | (1,386,586) |
Other corporate expense | (2,190,899) |
Total net loss | (3,566,365) |
>>Assets | |
Total assets from reportable segments | 32,546,382 |
Elimination of intersegments receivables | (8,999,782) |
Unallocated amount: | |
Other unallocated assets – Xinrongxin | 3,102,087 |
Other unallocated assets – Liaoning Boyi | 185,382 |
Other unallocated assets – Dalian Boyi | 20,173 |
Other unallocated assets – Chongqing Bimai | 2,932,238 |
Other unallocated assets – BIMI | 32,825,945 |
Total consolidated assets | $ 62,612,245 |
Entity-Wide Information and C_3
Entity-Wide Information and Concentrations of Risk (Details) | 6 Months Ended |
Jun. 30, 2021 | |
Major Customer Member | |
Entity-Wide Information and Concentrations of Risk (Details) [Line Items] | |
Concentration risk percentage | 10.00% |
Number of customer account | 1 |
Accounts Receivable [Member] | |
Entity-Wide Information and Concentrations of Risk (Details) [Line Items] | |
Concentration risk percentage | 42.42% |
Major Vendor [Member] | |
Entity-Wide Information and Concentrations of Risk (Details) [Line Items] | |
Concentration risk percentage | 10.00% |
Major Vendor [Member] | Accounts Payable [Member] | |
Entity-Wide Information and Concentrations of Risk (Details) [Line Items] | |
Concentration risk percentage | 10.00% |
Entity-Wide Information and C_4
Entity-Wide Information and Concentrations of Risk (Details) - Schedule of revenues from each types of products - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Schedule of revenues from each types of products [Abstract] | ||
Medical devices | $ 916,193 | $ 1,896,732 |
Medical services | 3,732,974 | 2,331,221 |
Medicines (including pharmacy sales) | 6,737,161 | 13,797 |
Total | $ 11,386,328 | $ 4,241,750 |