Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 15, 2022 | |
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 | 38,434,761 | |
Amendment Flag | false | |
Entity Central Index Key | 0001213660 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
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, $0.001 par value | |
Security Exchange Name | NASDAQ | |
Entity Interactive Data Current | Yes |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 | |
CURRENT ASSETS | |||
Cash | $ 1,046,876 | $ 4,797,849 | |
Accounts receivable, net | 7,092,589 | 7,005,442 | |
Advances to suppliers | 4,460,024 | 3,163,836 | |
Amount due from related parties | 343,901 | 622,554 | |
Inventories, net | 1,230,339 | 2,639,883 | |
Prepayments and other receivables | 3,210,356 | 2,930,083 | |
Total current assets | 17,384,085 | 21,159,647 | |
NON-CURRENT ASSETS | |||
Deferred tax assets | 186,382 | 207,549 | |
Property, plant and equipment, net | 2,884,120 | 3,521,401 | |
Intangible assets-net | 15,874 | 18,039 | |
Operating lease-right of use assets | 3,976,697 | 4,845,509 | |
Security deposit | 180,000 | ||
Goodwill | 8,376,217 | 8,376,217 | |
Total non-current assets | 15,619,290 | 16,968,715 | |
TOTAL ASSETS | 33,003,375 | 38,128,362 | |
CURRENT LIABILITIES | |||
Short-term loans | 1,382,630 | 1,799,394 | |
Long-term loans due within one year | 183,203 | 369,187 | |
Convertible promissory notes, net | 6,320,075 | 5,211,160 | |
Accounts payable, trade | 4,231,997 | 7,339,210 | |
Advances from customers | 1,515,458 | 1,943,028 | |
Amount due to related parties | 475,518 | 730,285 | |
Taxes payable | 390,275 | 662,777 | |
Other payables and accrued liabilities | 3,563,059 | 3,082,917 | |
Lease liability-current | 836,871 | 954,182 | |
Total current liabilities | 18,899,086 | 22,092,140 | |
Lease liability-non-current | 3,418,873 | 4,161,789 | |
Long-term loans – non-current | 475,049 | 538,006 | |
Total non-current liabilities | 3,893,922 | 4,699,795 | |
TOTAL LIABILITIES | 22,793,008 | 26,791,935 | |
EQUITY | |||
Common stock, $0.001 par value; 200,000,000 shares authorized; 38,434,761 and 8,502,222 shares issued and outstanding as of September 30, 2022, and December 31, 2021, respectively * | [1] | 38,435 | 8,502 |
Additional paid-in capital | 65,759,712 | 55,220,130 | |
Statutory reserves | 2,263,857 | 2,263,857 | |
Accumulated deficit | (58,498,042) | (47,900,929) | |
Accumulated other comprehensive income | 234,466 | 1,601,870 | |
Total stockholders’ equity | 9,798,428 | 11,193,430 | |
NON-CONTROLLING INTERESTS | 411,939 | 142,997 | |
Total equity | 10,210,367 | 11,336,427 | |
Total liabilities and equity | $ 33,003,375 | $ 38,128,362 | |
[1] Retrospectively restated due to five for one reverse stock split, see Note 21 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 38,434,761 | 8,502,222 |
Common stock, shares outstanding | 38,434,761 | 8,502,222 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Gain/Loss (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||||
REVENUES | $ 7,314,842 | $ 13,777,494 | $ 17,261,951 | $ 25,202,485 |
COST OF REVENUES | 5,730,125 | 11,748,385 | 12,993,304 | 20,616,279 |
GROSS PROFIT | 1,584,717 | 2,029,109 | 4,268,647 | 4,586,206 |
OPERATING EXPENSES: | ||||
Sales and marketing | 1,104,541 | 1,202,387 | 2,563,949 | 2,429,401 |
General and administrative | 3,572,304 | 2,372,056 | 9,632,420 | 7,092,971 |
Total operating expenses | 4,676,845 | 3,574,443 | 12,196,369 | 9,522,372 |
LOSS FROM OPERATIONS | (3,092,128) | (1,545,334) | (7,927,722) | (4,936,166) |
OTHER INCOME (EXPENSE) | ||||
Interest income | 293 | 616 | ||
Interest expense | (97,373) | (84,310) | (316,692) | (222,547) |
Bank service fees | (60,269) | (60,239) | ||
Exchange loss | 4,389 | 3,988 | ||
Other expense | (469,720) | (74,302) | (2,270,792) | (79,595) |
Total other expense, net | (622,680) | (158,612) | (2,643,119) | (302,142) |
LOSS BEFORE INCOME TAXES | (3,714,808) | (1,703,946) | (10,570,841) | (5,238,308) |
PROVISION FOR INCOME TAXES (BENEFIT) | (575) | 5,930 | 30,216 | 37,933 |
NET LOSS FROM CONTINUING OPERATIONS | (3,714,233) | (1,709,876) | (10,601,057) | (5,276,241) |
NET LOSS | (3,714,233) | (1,709,876) | (10,601,057) | (5,276,241) |
Less: net loss attributable to non-controlling interest | (1,450) | (6,444) | (3,948) | 36,417 |
NET LOSS ATTRIBUTABLE TO BIMI INTERNATIONAL MEDICIAL INC. | (3,712,783) | (1,703,432) | (10,597,109) | (5,312,658) |
OTHER COMPREHENSIVE LOSS | ||||
Foreign currency translation adjustment | (399,501) | (128,005) | (1,367,404) | (126,893) |
TOTAL COMPREHENSIVE LOSS | (4,113,734) | (1,837,881) | (11,968,461) | (5,403,134) |
Less: comprehensive loss attributable to noncontrolling interest | (487,621) | (6,400) | (1,022,664) | (6,345) |
COMPREHENSIVE LOSS ATTRIBUTABLE TO BIMI INTERNATIONAL MEDICIAL INC. | $ (3,626,113) | $ (1,831,481) | $ (10,945,797) | $ (5,396,789) |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES | ||||
Weighted average number of common shares basic and diluted (in Shares) | 23,193,842 | 27,084,325 | 16,816,256 | 22,864,269 |
LOSS PER SHARE | ||||
Loss per share basic and diluted (in Dollars per share) | $ (0.16) | $ (0.06) | $ (0.63) | $ (0.23) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations and Comprehensive Gain/Loss (Unaudited) (Parentheticals) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||||
Weighted average number of common shares basic and diluted | 23,193,842 | 27,084,325 | 16,816,256 | 22,864,269 |
Loss per share basic and diluted | $ (0.16) | $ (0.06) | $ (0.63) | $ (0.23) |
Consolidated Statements of Equi
Consolidated Statements of Equity (Unaudited) - 9 months ended Sep. 30, 2022 - USD ($) | Total | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income | Statutory Reserve | Non Controlling Interest | Accumulated Deficit |
Balance at Dec. 31, 2021 | $ 11,336,427 | $ 8,502 | $ 55,220,130 | $ 1,601,870 | $ 2,263,857 | $ 142,997 | $ (47,900,929) |
Balance (in Shares) at Dec. 31, 2021 | 8,502,222 | ||||||
Issuance of common shares | 10,569,515 | $ 29,933 | 10,539,582 | ||||
Issuance of common shares (in Shares) | 29,932,539 | ||||||
Net loss | (11,619,777) | (1,022,664) | (10,597,113) | ||||
Appropriated statutory surplus reserves | |||||||
Foreign currency translation adjustment | (75,798) | (1,367,404) | 1,291,606 | ||||
Balance at Sep. 30, 2022 | $ 10,210,367 | $ 38,435 | $ 65,759,712 | $ 234,466 | $ 2,263,857 | $ 411,939 | $ (58,498,042) |
Balance (in Shares) at Sep. 30, 2022 | 38,434,761 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (10,601,057) | $ (5,276,241) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Depreciation and amortization | 165,242 | 179,147 |
Allowance for inventory provision | 35,013 | |
Allowance for doubtful accounts | (561) | 94,037 |
Stock compensation | 585,000 | |
Amortization of discount of convertible promissory notes | 1,108,915 | 1,473,306 |
Change in operating assets and liabilities | ||
Accounts receivable | (86,586) | (5,028,537) |
Advances to suppliers | 4,273,327 | (1,693,866) |
Prepayments and other receivables | (280,273) | 2,464,793 |
Inventories | 1,409,544 | (1,417,149) |
Operating lease-right of use assets | 868,812 | (3,539,872) |
Accounts payable, trade | (3,107,213) | 7,617,880 |
Advances from customers | (427,570) | 198,399 |
Operating lease liabilities | (860,227) | 3,966,150 |
Taxes payable | (272,502) | (119,214) |
Other payables and accrued liabilities | 480,142 | (2,086,772) |
Net cash used in operating activities | (7,330,007) | (2,547,926) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Payment for the acquisition of Phenix Bio Inc | (180,000) | |
Purchase of property, plant, and equipment | (1,804,536) | |
Net cash used in investing activities | (180,000) | (1,804,536) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Issuance of common stocks | 5,000,000 | |
Proceeds from short-term loans | 238,955 | |
Proceeds from long-term loans | 73,541 | |
Repayment of long-term loans | (248,941) | |
Net proceeds from issuance of convertible promissory notes | 4,065,000 | |
Repayment of short-term loans | (416,764) | (34,201) |
Amount financed from related parties | 23,886 | 171,657 |
Net cash provided by (used in) financing activities | 4,358,181 | 4,514,952 |
EFFECT OF EXCHANGE RATE ON CASH | (599,147) | (83,355) |
INCREASE (DECREASE) IN CASH | (3,750,973) | 79,135 |
CASH AND CASH EQUIVALENTS, beginning of period | 4,797,849 | 135,309 |
CASH AND CASH EQUIVALENTS, end of period | 1,046,876 | 214,444 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||
Cash paid for income tax | 245,467 | 49,037 |
Cash paid for interest expense, net of capitalized interest | 122,539 | 128,973 |
NON-CASH TRANSACTIONS OF INVESTING AND FINANCING ACTIVITIES | ||
Issuance of shares of common stock for the equity acquisition of Chongqing | 3,818,000 | |
Issuance of shares of common stock for equity acquisition of Zhongshan Chaohu Hospital | 3,480,000 | |
Issuance of shares of common stock for equity acquisition of Guoyitang Hospital | 3,820,000 | |
Issuance of shares of common stock for equity acquisition of Minkang, Qiangsheng and Eurasia hospitals | 5,930,619 | |
Issuance of shares of common stock for prepayment of equity acquisition of Zhuoda | 1,452,000 | |
Issuance of shares of common stock for payment of improvements to offices | 696,896 | |
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 hospitals | 5,930,619 | |
Intangible assets recognized from equity acquisition of Boqi Group | ||
Outstanding payment for the equity acquisition of Chongqing Guanzan Technology Co., Ltd. | ||
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 | 9,911,416 | |
Common stock to be issued upon conversion of convertible promissory notes | 7,797,000 | 738,223 |
Issuance of common share for equity acquisition of Mali Hospital | $ 600 |
Organization and Business Backg
Organization and Business Background | 9 Months Ended |
Sep. 30, 2022 | |
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. Since March 7, 2012, the common stock of the Company (the “Common Stock”) has been traded on the Nasdaq Capital Market. Until October 14, 2019, the Company, through NF Energy Saving Investment Limited and its subsidiaries (the “NF Group”), operated in the energy saving enhancement technology industry in the People’s Republic of China (the “PRC”). The NF Group focused on providing services relating to energy saving technology, optimization design, energy saving reconstruction of pipeline networks and contractual energy management for the electric power, petrochemical, coal, metallurgy, construction, and municipal infrastructure development industries in the PRC and the manufacture and sales of energy-saving flow control equipment. In late 2019, the Company committed to a plan to dispose of all its equity interests in the NF Group and on March 31, 2020, the Company entered into a stock purchase agreement (the “NF SPA”) to sell the NF Group. The sale of the NF Group closed on June 23, 2020. Please refer to NOTE 7 for more information relating to the sale of the NF Group. The Company is a Delaware holding company with operations conducted by its subsidiaries in China. The Company is now exclusively a healthcare products and services provider, offering a broad range of healthcare products and related services and operates five private hospitals in China. Due to our operations in China, our business, results of operations, financial condition and prospects may be influenced to a significant degree by economic, political, legal and social conditions in the PRC or changes in government relations between China and the United States or other governments. On October 14, 2019, the Company acquired 100% of the equity interests in Lasting Wisdom Holdings Limited (“Lasting”), a limited company incorporated under the laws of the British Virgin Islands (“BVI”). Lasting has limited operating activities since incorporation except for holding the ownership interest in Pukung Limited (“Pukung”), a company organized under the laws of Hong Kong. Pukung owns 100% of the equity interest in Beijing Xinrongxin Industrial Development Co., Ltd. (“Xinrongxin”), a company organized under the laws of the PRC. Xinrongxin owns all the ownership interest of Dalian Boqi Zhengji Pharmacy Chain Co., Ltd. (“Boqi Zhengji”). Boqi Zhengji operated 16 retail pharmacy stores in China at the time of the acquisition.. Xinrongxin also owns 100% equity interests in Dalian Boyi Technology Co., Ltd. (“Dalian Boyi”), a subsidiary established in January 2020 and responsible for the Company’s R&D and other technology related functions. On June 24, 2020, the Company established a wholly owned subsidiary Boyi (Liaoning) Technology Co.,Ltd (“Liaoning Boyi”), in order to be qualified to participate in local healthcare projects. On December 22, 2020, the Company established another subsidiary, Bimai Pharmaceutical (Chongqing) Co., Ltd., to replace Xinrongxin as the holding company owning all the retail, wholesale and hospital operations in China. On March 18, 2020, the Company, through its wholly owned subsidiary, Xinrongxin, acquired 100% of the equity interests in Chongqing Guanzan Technology Co., Ltd. (“Guanzan”). Guanzan holds an 80% equity interest in Chongqing Shude Pharmaceutical Co., Ltd. (“Shude”, together with Guanzan, the “Guanzan Group”). Guanzan also owns 100% equity interest in Chongqing Lijiantang Pharmaceutical Co. Ltd., (‘Lijiantang”), a subsidiary established in May 2020. Lijiantang operates 4 retail pharmacy stores in China (collectively, the “Lijiantang Pharmacy Group”). The Lijiantang Pharmacy Group engages in the retail sale of medicine and other healthcare products to customers through its directly-owned stores. The Lijiantang Pharmacy Group offers a wide range of products, including prescription and over-the-counter (“OTC”) drugs, nutritional supplements, traditional Chinese medicines, personal and family care products and medical devices, as well as miscellaneous items. On December 11, 2020, the Company entered into a stock purchase agreement to sell Boqi Zhengji. The sale of the Boqi Zhengji was closed by the end of 2020, although the government record was not updated until February 2, 2021 due to the Chinese government’s alternative working schedule and other delays caused by COVID-19. On December 9, 2020, the Company entered into an agreement to acquire 100% of the equity interests in Chongqing Guoyitang Hospital (“Guoyitang”), the owner and operator of a private general hospital in Chongqing City, a city in Southwest China. The transaction closed on February 2, 2021. On December 15, 2020, the Company entered into a stock purchase agreement to acquire Chaohu Zhongshan Minimally Invasive Hospital (“Zhongshan”), a private hospital in the Southeast region of China. The transaction closed on February 5, 2021. On April 9, 2021, the Company entered into a stock purchase agreement to acquire three private hospitals in the PRC, Wuzhou Qiangsheng Hospital (“Qiangsheng”), Suzhou Eurasia Hospital(“Eurasia”) and Yunnan Yuxi MinKang hospital (“Minkang”). The transaction closed on May 6, 2021. On April 21, 2021, Bimai Hospital Management (Chongqing) Co. Ltd. was incorporated in the PRC by the Company to manage the operations of the Company’s medical services segment (“Bimi”). Bimi together with Guoyitang, Zhongshan, Qiangsheng , Eurasia and Minkang comprise the Company’s medical services group, which operate hospitals. On April 21, 2021, Pusheng Pharmaceutical Co., Ltd. was incorporated in the PRC by the Company to manage its wholesale distribution of generic drugs. On September 10, 2021, the Company entered into a stock purchase agreement to acquire 100% of the equity interests in Chongqing Zhuoda Pharmaceutical Co., LTD (“Zhuoda”). The transaction closed on October 8, 2021. On December 20, 2021, the Company entered into a stock purchase agreement to acquire Bengbu Mali OB-GYN Hospital Co., Ltd. (“Mali Hospital”). The closing of the Mali Hospital SPA is expected to take place in September 2022, subject to necessary regulatory approvals. On June 9, 2022, the Company entered into a stock purchase agreement the Chairman of the Board of the Company, Mr. Fnu Oudom, whereby Mr. Oudom agreed to purchase 12,500,000 shares of Common Stock for $5 million, or $0.40 per share (the “Chairman’s Shares”), subject to the approval of the stockholders of the Company. The purchase price per share reflects a 9% discount to the five-day average closing price of the Common Stock on NASDAQ before signing the SPA (the closing price of the Common Stock on Nasdaq on such date was $0.52). On June 9, 2022, Mr. Oudom provided the Company with $5 million as interim financing in consideration for the issuance of a $5 million subordinated promissory note (the “Chairman’s Note”), bearing no interest, which will become due and payable immediately if the sale of the Chairman’s Shares is not approved by the Company’s stockholders. The Company expects to seek stockholder approval of the sale at the upcoming annual meeting of stockholders. If approved and the Chairman’s Shares are issued, all obligations under the Chairman’s Note will have been performed and discharged in full without any payment of interest. The Company has no obligation to file a registration statement with the SEC for the resale of the Chairman’s Shares. As of September 30,2022, 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. The PRC, a limited liability company Investment holding 100 % Chongqing Guoyitang Hospital Co., Ltd. The PRC, a limited liability company Hospital in the PRC 100 % Chongqing Huzhongtang Healthy Technology Co., Ltd. The PRC, a limited liability company Wholesale distribution of generic drugs in the PRC 100 % Chaohu Zhongshan Minimally Invasive Hospital Co.,Ltd. The PRC, a limited liability company Hospital in the PRC 100 % Yunnan Yuxi Minkang Hospital Co., Ltd. The PRC, a limited liability company Hospital in the PRC 100 % Wuzhou Qiangsheng Hospital Co., Ltd. The PRC, a limited liability company Hospital in the PRC 100 % Suzhou Eurasia Hospital Co., Ltd. The PRC, a limited liability company Hospital in the PRC 100 % Bimai Hospital Management (Chongqing) Co. Ltd The PRC, a limited liability company Hospital management in the PRC 100 % Pusheng Pharmaceutical Co., Ltd The PRC, a limited liability company Wholesale distribution of generic drugs in the PRC 100 % Chongqing Zhuoda Pharmaceutical Co., Ltd(“Zhuoda”) The PRC, a limited liability company Wholesale distribution of generic drugs in the PRC 100 % Chongqing Qianmei Medical Devices Co., Ltd (“Qianmei”) The PRC, a limited liability company Wholesale distribution of medical devices in the PRC 100 % |
Going Concern Uncertainties
Going Concern Uncertainties | 9 Months Ended |
Sep. 30, 2022 | |
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 significant net losses of $10,533,868 and $5,276,241 for the nine months ended September 30, 2022, and 2021, respectively. As of September 30, 2022, the Company had an accumulated deficit of $59.3 million. In addition, the Company continues to generate operating losses and has limited cash flow from its continuing operations. Management believes these factors raise substantial doubt about the Company’s ability to continue as a going concern for the next twelve months. The continuation of the Company as a going concern through the next twelve months is dependent upon (1) the continued financial support from its stockholders or external financing, and (2) further implementation of management’s business plan to generate sufficient revenues and cash flow to meet its obligations. While the Company believes in the viability of its strategy to increase sales volume and in its ability to raise additional funds, there can be no assurance to that it will be successful in either respect. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. These unaudited condensed financial statements do not include any adjustments to reflect the possible future effect on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the outcome of these uncertainties. Management believes that the actions presently being taken to obtain additional funding and implement its strategic plan provides the opportunity for the Company to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
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 September 30, 2022, and for the three and nine months ended September 30, 2022 and 2021 have been prepared, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures, which are normally included in annual consolidated financial statements prepared in accordance with US GAAP, have been omitted pursuant to those rules and regulations. The unaudited interim condensed consolidated financial information should be read in conjunction with the consolidated financial statements and the notes thereto, included in the Company’s Form 10-K for the fiscal year ended December 31, 2021, previously filed with the SEC on September 30, 2022. In the opinion of management, all adjustments (which include normal recurring adjustments) necessary to present a fair statement of the Company’s unaudited condensed consolidated financial position as of September 30, 2022 and its unaudited condensed consolidated results of operations for the three and nine months ended September 30, 2022 and 2021, and its unaudited condensed consolidated cash flows for the three and nine months ended September 30, 2022 and 2021, 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. ● Business combination The Company accounted for its business combination using the acquisition method of accounting in accordance with ASC 805 “Business Combinations”. The cost of an acquisition is measured as the aggregate of the acquisition date fair values of the assets transferred and liabilities incurred by the Company to the sellers and equity instruments issued. Transaction costs directly attributable to the acquisition are expensed as incurred. Identifiable assets and liabilities acquired or assumed are measured separately at their fair values as of the acquisition date, irrespective of the extent of any non-controlling interests. The excess of (i) the total costs of acquisition, fair value of the non-controlling interests and acquisition date fair value of any previously held equity interest in the acquiree over (ii) the fair value of the identifiable net assets of the acquiree is recorded as goodwill. If the cost of acquisition is less than the acquisition date amounts of the net assets of the subsidiary acquired, the difference is recognized directly in the consolidated income statements. During the measurement period, which can be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Subsequent to the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any further adjustments are recorded in the consolidated income statements. In a business combination achieved in stages, the Company re-measures the previously held equity interest in the acquiree immediately before obtaining control at its acquisition date fair value and the re-measurement gain or loss, if any, is recognized in the consolidated income statements. When there is a change in ownership interests or a change in contractual arrangements that results in a loss of control of a subsidiary, the Company deconsolidates the subsidiary from the date control is lost. Any retained non-controlling investment in the former subsidiary is measured at fair value and is included in the calculation of the gain or loss upon deconsolidation of the subsidiary. ● Cash 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. ● Accounts receivable and allowance for doubtful accounts Accounts receivables 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 September 30, 2022, and December 31, 2021, the allowance for doubtful accounts was $288,767 and $322,145, respectively. ● Advances to suppliers Advances to suppliers consist of prepayments to the Company’s vendors, such as pharmaceutical manufacturers and medicine suppliers. The Company typically prepays for the purchase of our merchandise, especially for those salable, scarce, personalized medicine or medical devices. The Company typically receive products from vendors within three to nine months after making prepayments. The Company continuously monitor delivery from, and payments to, the vendors while maintaining a provision for estimated credit losses based upon historical experience and any specific supplier issues, such as discontinuing of inventory supply, that have been identified. If the Company has difficulty receiving products from a vendor, the Company will 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 September 30, 2022, and December 31, 2021, the allowance for doubtful accounts were $ Nil ● Inventories Inventories are stated at the lower of cost or net realizable value. Costs include the purchase price of the inventories and freight, the cost is determined using the weighted average method and net realizable value is the estimated selling price in the normal course of business less any costs to complete and sell products. 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 reserves 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 September 30, 2022, and December 31, 2021, the Company recorded an allowance for obsolete inventories, which mainly consists of expired medicine, of $92,655 and $103,178 respectively. ● Property, plant and equipment Property, plant and equipment are stated at cost less accumulated depreciation and impairment, if any. Depreciation is calculated on the straight-line basis over the following expected useful lives from the date on which they become fully operational and after taking into account their estimated residual values: Items Expected useful lives Residual Building 20 years 5 % Office equipment 3 years 5 % Electronic equipment 3 years 5 % Furniture 5 years 5 % Medical equipment 10 years 5 % Vehicles 4 years 5 % Leasehold improvements Shorter of lease term or useful life 5 % Expenditures for repairs and maintenance are expensed as incurred. When assets have been retired or sold, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in the results of operations. ● Intangible assets Intangible assets consist primarily of software of management systems. Intangible assets are stated at cost less accumulated amortization and impairment, if any. Intangible assets are amortized using the straight-line method with the following estimated useful lives: Expected Software 10 years ● Leases On January 1, 2020, the Company adopted Accounting Standards Update (“ASU”) 2016-02. For all leases that were entered into prior to the effective date of ASC 842, we elected to apply the package of practical expedients. Based on this guidance, the Company did not reassess the following: (1) whether any expired or existing contracts are or contain leases; (2) the lease classification for any expired or existing leases; and (3) initial direct costs for any existing leases. The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, current portion of obligations under operating leases, and obligations under operating leases, non-current on the Company’s consolidated balance sheets. Finance leases are included in property and equipment, net, current portion of obligations under capital leases, and obligations under capital leases, non-current on our consolidated balance sheets. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date, adjusted by the deferred rent liabilities at the adoption date. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. The operating lease ROU asset also includes any lease payments made and excludes lease incentives and initial direct costs incurred. The Company’s terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Operating lease expense is recognized on a straight-line basis over the lease term. ● Goodwill Goodwill represents the excess of the consideration paid of an acquisition over the fair value of the net identifiable assets of the acquired subsidiary at the date of acquisition. Goodwill is not amortized, and is tested for impairment at least annually, more often when circumstances indicate impairment may have occurred. Goodwill is carried at cost less accumulated impairment losses. If impairment exists, goodwill is immediately written off to its fair value and the loss is recognized in the consolidated statements of operations and comprehensive loss. Impairment losses on goodwill are not reversed. The Company reviews the carrying value of intangible assets not subject to amortization, including goodwill, to determine whether impairment may exist annually or more frequently if events and circumstances indicate that it is more likely than not that an impairment has occurred. We have the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If the fair value of each reporting unit exceeds its carrying amount, goodwill is not considered to be impaired and the second step will not be required. If the carrying amount of a reporting unit exceeds its fair value, the second step compares the implied fair value of goodwill to the carrying value of a reporting unit’s goodwill. The implied fair value of goodwill is determined in a manner similar to accounting for a business acquisition with the allocation of the assessed fair value determined in the first step to the assets and liabilities of the reporting unit. The excess of the fair value of the reporting unit. over the amounts assigned to the assets and liabilities is the implied fair value of goodwill. Estimating fair value is performed by utilizing various valuation techniques, with the primary technique being a discounted cash flow. The fair value of discounted cash flow was determined using management’s estimates and assumptions. Management evaluated the recoverability of goodwill by performing a qualitative assessment before using a two-step impairment test approach at the reporting unit level. If the Company reorganizes its reporting structure in a manner that changes the composition of one or more of its reporting units, goodwill will be reassigned based on the relative fair value of each of the affected reporting units. As of September 30, 2022, and December 31, 2021, the Company recorded impairment for goodwill of $ Nil ● 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 The primary sources of the Company’s revenues are as follows: (1) Wholesale medical devices The Company’s sales of wholesale medical devices are made mainly through Guanzan,. The medical device business primarily involves purchasing wholesale medical devices from manufacturers and suppliers and then reselling them to customers. Upon obtaining purchase orders, the medical devices segment instructs its warehouse agent to transfer ownership of products to customers. The transaction is normally completed within a short period of time, ranging from a few days to a month. The Company recognizes revenue from product sales when obligations under the terms of a contract with the customer are satisfied; generally, this occurs with the transfer of control of the goods to customers. (2) Wholesale pharmaceuticals The Company’s sales of wholesale pharmaceuticals are made mainly through Pusheng and Zhuoda. The wholesale pharmaceuticals business primarily involves purchasing wholesale pharmaceuticals from manufacturers and suppliers and then reselling them to customers. Upon obtaining purchase orders, the wholesale pharmaceutical segment instructs its warehouse agent to transfer ownership of products to customers. The transaction is normally completed within a short period of time, ranging from a few days to a month. The Company recognizes revenue from product sales when obligations under the terms of a contract with the customer are satisfied; generally, this occurs with the transfer of control of the goods to customers. (3) Medical services The medical service segment operates five hospitals. For outpatient services, the patient normally receives outpatient treatment which consists of various treatment components. Outpatient services generally consist of more than one performance obligation, including (i) provision of consultation services (ii) provision of medical care (procedures) and (iii) sale of pharmaceutical products. The medical service segment allocates the transaction price for each performance obligation on a relative stand-alone selling price basis. Revenues from both the (i) provision of consultation services (ii) provision of medical care (procedures and (iii) sale of pharmaceutical products for which service is rendered or pharmaceutical products is transferred at a point in time, is recognized when the service is rendered or pharmaceutical products transferred to customers, and the hospital has satisfied its performance obligations, with present right to payment and the collection of the consideration is certainty. For inpatient services, patients normally receive inpatient treatment which consists of various treatment components. Inpatient services generally consist of more than one performance obligation, including the (i) provision of inpatient healthcare services and (ii) sale of pharmaceutical products. The hospitals allocate the transaction price to each performance obligation on a relative stand-alone selling price basis. Revenues from provision of inpatient healthcare services is recognized over the service period when customers simultaneously receive the services and consume the benefits provided by the hospitals. Revenues from the sale of pharmaceutical products is recognized when the customer obtains the control of the completed services or pharmaceutical products, and the hospitals has satisfied its performance obligations, with present right to payment and the collection of the consideration is certain. (4) Pharmacy retail sales The physical pharmacies sell prescription drugs, over-the-counter (“OTC”) drugs, nutritional supplements, health foods, sundry products and medical devices. Revenue from sales of prescription medicine at drugstores is recognized when the prescription is filled and the customer picks up and pays for the prescription. Revenue from sales of other merchandise is recognized at the point of sale, which is when a customer pays for and receives the merchandise. Usually the merchandise, such as prescription and OTC drugs, are not refundable after the customers leaves the counter. Returns of other products, such as sundry products, are minimal. Sales of drugs reimbursed by the local government medical insurance agency and receivables from the agency are recognized when a customer pays for the drugs at a store. Based on historical experience, the pharmacy group reserves for potential losses from the denial of reimbursement for certain unqualified drugs by the government agency. ● 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 for products which are obsolete or expired for sale, if any. Shipping and handling costs, associated with the distribution of finished products to customers, are borne by the customers. ● Comprehensive income ASC Topic 220, “Comprehensive Income”, ● Beneficial conversion feature The Company evaluates the conversion feature to determine whether it was beneficial as described in ASC 470-20. The intrinsic value of a beneficial conversion feature inherent to a convertible note payable, which is not bifurcated and accounted for separately from the convertible notes payable and may not be settled in cash upon conversion, is treated as a discount to the convertible notes payable. This discount is amortized over the period from the date of issuance to the date the notes is due using the effective interest method. If the notes payable is retired prior to the end of their contractual term, the unamortized discount is expensed in the period of retirement to interest expense. In general, the beneficial conversion feature is measured by comparing the effective conversion price, after considering the relative fair value of detachable instruments included in the financing transaction, if any, to the fair value of the shares of common stock at the commitment date to be received upon conversion. ● Income taxes Income taxes are determined in accordance with the provisions of ASC Topic 740, “ Income Taxes ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts. For the nine months ended September 30, 2022, and 2021, the Company did not incur any interest or penalties associated with tax positions. As of September 30, 2022, the Company did not have any significant unrecognized uncertain tax positions. The Company conducts all 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 the Company’s products that are sold in the PRC are subject to a VAT on the gross sales price. The VAT rates range up to 13%, depending on the type of products sold. The VAT may be offset by VAT paid by the Company on its purchase activities of merchandises, raw materials, utilities, and other materials which cost was included in the cost of producing or acquiring its products for sales. The Company records a VAT payable net of payments if the VAT payable on the gross sales is larger than VAT paid by the Company on purchase of finished goods; on the other hand, the Company records a VAT deductible in the accompanying financial statements net of any VAT payable at the end of reporting period. ● Convertible promissory notes The Company records debt net of debt discount for beneficial conversion features and warrants, on a relative fair value basis. Beneficial conversion features are recorded pursuant to the Beneficial Conversion and Debt Topics of the FASB Accounting Standards Codification. The amounts allocated to warrants and beneficial conversion rights are recorded as debt discount and as additional paid-in-capital. Debt discount is amortized to interest expense over the life of the debt. ● Debt issuance costs and debt discounts The Company may record debt issuance costs and/or debt discounts in connection with raising funds through the issuance of debt. These costs may be paid in the form of cash, or equity (such as warrants). These costs are amortized to interest expense through the maturity of the debt. If a conversion of the underlying debt occurs prior to maturity a proportionate share of the unamortized amounts is immediately expensed. ● Derivative instruments The Company has entered 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: September 30, September 30, Period-end RMB:US$1 exchange rate 7.0998 6.4854 Nine months end average RMB:US$1 exchange rate 6.6068 6.4714 ● 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 approximates the carrying amount. The Company also follows the guidance of the ASC Topic 820-10, “ Fair Value Measurements and Disclosures ● Level 1: ● Level 2: ● Level 3: Fair value estimates are made at a specific point in time based on relevant market information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates. The carrying amount of cash, restricted cash, accounts receivable, other receivable, bank credit, accounts payable and other accounts payable approximate their fair value due to the short-term maturity of these instruments. ● Recent accounting pronouncements In June 2016, the FASB issued ASU No. 2016-13, “Measurement of Credit Losses on Financial Instruments (Topic 326)”, which significantly changes the way entities recognize impairment of many financial assets by requiring immediate recognition of estimated credit losses expected to occur over their remaining life, instead of when incurred. In November 2018, the FASB issued ASU No. 2018-19, “Codification Improvements to Topic 326, Financial Instruments—Credit Losses”, which amends Subtopic 326-20 (created by ASU No.2016-13) to explicitly state that operating lease receivables are not in the scope of Subtopic 326-20. Additionally, in |
The Acquisition of the Guanzan
The Acquisition of the Guanzan Group | 9 Months Ended |
Sep. 30, 2022 | |
The Acquisition of the Guanzan Group [Abstract] | |
THE ACQUISITION OF THE GUANZAN GROUP | 4. THE ACQUISITION OF THE GUANZAN GROUP On February 1, 2020, the Company entered into a stock purchase agreement to purchase the Guanzan Group (the “Guanzan SPA”). Guanzan is a distributor of medical devices whose customers are primarily drug stores, private clinics, pharmaceutical dealers and hospitals in the Southwest of China (the “Guanzan Acquisition”). Guanzan holds business licenses in the PRC such as a Business Permit for Medical Devices and a Recordation Certificate for Business Activities Involving Class II Medical Devices, etc., which qualify Guanzan to engage in the distribution of medical devices in the PRC. Pursuant to the Guanzan SPA, we agreed to purchase all the issued and outstanding shares of the Guanzan Group (the “Guanzan Shares”) for RMB 100,000,000 (approximately $14,285,714) to be paid by the issuance of 190,000 shares of Common Stock and the payment of RMB 80,000,000 (approximately $11,428,571) in cash. The stock consideration was payable at closing and the cash consideration, which subject to post-closing adjustments based on the performance of the Guanzan Group in the years ending December 31, 2020, and 2021, respectively, was to be paid pursuant to a post-closing payment schedule. The transaction closed on March 18, 2020. Upon the closing, 100% of the Guanzan Shares were transferred to the Company and the stock consideration was issued to the seller. On November 20, 2020, the parties to the Guanzan SPA entered into a Prepayment and Amendment Agreement (the “Prepayment Agreement”) for the prepayment of a portion of the Guanzan cash consideration in the amount of RMB 20,000,000 (the “Prepayment”), in the form of shares of Common Stock valued at $15.00 per share, in light of Guanzan’s performance during the period from March 18, 2020, to September 30, 2020. On November 30, 2020, 200,000 shares of our Common Stock were issued to the designated assignees of the seller as the prepayment. Upon the approval of the Company’s shareholders, on August 27, 2021, the Company issued 920,000 shares of Common Stock as payment in full for the balance of the post-closing cash consideration for the acquisition of Guanzan. The following reconciles the identified assets acquired and liabilities assumed pursuant to the Guanzan Acquisition and the Prepayment and Amendment Agreement made on November 20,2020: The value of the shares issued on March 12, 2020 2,717,000 The value of the shares issued on November 30, 2020 839,000 The value of the shares issued on August 27, 2021 3,818,000 Total consideration $ 7,374,000 The fair value of all assets acquired, and liabilities assumed is the estimated book value of Guanzan Group. Goodwill 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 Guanzan Group at the acquisition date. Upon the Guanzan Acquisition, the Company recognized its non-controlling interest in Shude in the amount of $46,295, representing the 20% non-controlling equity interest in Shude. On April 9, 2021, the Company increased its equity interest in Shude from 80% to 95.2% by making a direct capital investment in Shude. Shude is a pharmaceuticals distributor. Shude’s customers include a wide range of clinics, private and public hospitals and pharmacies in the PRC. Shude holds Chinese business licenses such as Drug Wholesale Distribution License, which qualify Shude to engage in the distribution of pharmaceuticals in China. |
The Acquisition of the Gyoyitan
The Acquisition of the Gyoyitang Hospital | 9 Months Ended |
Sep. 30, 2022 | |
Disclosure of The Acquisition of the Guoyitang Hospital [Abstract] | |
THE ACQUISITION OF THE GYOYITANG HOSPITAL | 5. THE ACQUISITION OF THE GYOYITANG HOSPITAL On December 9, 2020, the Company entered into an agreement to acquire all of the outstanding equity of Guoyitang, the owner and operator of a 100-bed private general hospital in Chongqing City, a city in southwest city of China,. The aggregate purchase price for Guoyitang was $15,251,807 (RMB 100,000,000). Upon signing the agreement, 400,000 shares of Common Stock and approximately $3,096,119 (RMB 20,000,000) was paid as partial consideration for the purchase of Guoyitang. The transaction closed on February 2, 2021. The balance of the purchase price of approximately $6,100,723 (RMB 40,000,000) was subject to post-closing adjustments based on the performance of Guoyitang in 2021 and 2022. As a result of the performance failure of Guoyitang in 2021, the sellers are not eligible to receive any contingent payments. The following summarizes the identified assets acquired and liabilities assumed pursuant to the Guoyitang Acquisition as of February 2, 2021: Items Amount Assets Cash $ 28,457 Accounts receivable, net 11,797 Advances to suppliers 12,670 Amount due from related parties 41,598 Inventories, net 167,440 Prepayments and other receivables 61,102 Property, plant and equipment, net 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 | 9 Months Ended |
Sep. 30, 2022 | |
The Acquisition of the Zhongshan Hospital [Abstract] | |
THE ACQUISITION OF THE ZHONGSHAN HOSPITAL | 6. THE ACQUISITION OF THE ZHONGSHAN HOSPITAL On December 15, 2020, the Company entered into an agreement to acquire Zhongshan Hospital, a private hospital in the east region of China with 65 hospital beds. Zhongshan Hospital is a general hospital known for its complex minimally invasive surgeries. Pursuant to the agreement, the Company agreed to purchase all the issued and outstanding equity interests in Zhongshan Hospital in consideration of approximately $18,515,661 (RMB 120,000,000). As partial consideration, approximately $6,100,723 (RMB 40,000,000) was paid in cash at the closing and 400,000 shares of Common Stock were issued on February 2021. The balance of the purchase price of approximately $6,100,723 (RMB 40,000,000) was subject to post-closing adjustments based on the performance of Zhongshan Hospital in 2021 and 2022. The transaction closed on February 5, 2021. As a result of the performance failure of Zhongshan in the year ended December 31, 2021, the seller is not eligible to receive any contingent payments. The following summarizes the identified assets acquired and liabilities assumed pursuant to the Zhongshan Acquisition as of February 5, 2021: Items Amount Assets Cash $ 46,748 Accounts receivable, net 92,900 Inventories, net 108,413 Prepayments and other receivables 432,231 Property, plant and equipment, net 344,208 Right-of-use asset 1,188,693 Goodwill 10,443,494 Liabilities Short-term loans (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 | 9 Months Ended |
Sep. 30, 2022 | |
The Acquisition of the Qiangsheng, Eurasia and Minkang Hospitals [Abstract] | |
THE ACQUISITION OF THE QIANGSHENG, EURASIA AND MINKANG HOSPITALS | 7. THE ACQUISITION OF THE QIANGSHENG, EURASIA AND MINKANG HOSPITALS On April 9, 2021, the Company and Chongqing Bimai entered into a stock purchase agreement to acquire Qiangsheng, Eurasia and Minkang, three private hospitals in the PRC. Pursuant to the agreement, the Company agreed to purchase all the issued and outstanding equity interests in Qiangsheng, Eurasia and Minkang in consideration of approximately $25,023,555 (RMB162,000,000) to paid by the issuance of 800,000 shares of Common Stock, the value of which was agreed to be RMB 78 million or $12 million and the payment of RMB 84,000,000 (approximately $13,008,734) in cash. The first payment of RMB 20,000,000 (approximately $3,097,317) was made at the closing on May 6, 2021. The second and third payments of RMB 64,000,000 (approximately $9,911,416) were subject to post-closing adjustments based on the performance of the three hospitals in 2021 and 2022. The sellers had the right to receive the second and third payments in the form of the shares of Common Stock valued at $15.00 per share or in cash. As a result of the performance failure by the three hospitals for the year ended December 31, 2021, the sellers are not eligible to receive any contingent payments. The following summarizes the identified assets acquired and liabilities assumed pursuant to the Qiangsheng, Eurasia and Minkang acquisitions as of May 6, 2021: Items Amount Assets Cash $ 12,341 Accounts receivable, net 41,836 Inventories, net 156,576 Advances and other receivables 40,620 Property, plant and equipment, net 653,104 Right of use assets 2,168,709 Goodwill 9,067,529 Liabilities Accounts payable, trade (355,980 ) Advances from customers (36,798 ) Taxes payable (345,870 ) Other payables and accrued liabilities (311,174 ) Lease liability-current (365,788 ) Lease liability-non-current (1,988,195 ) Total net assets $ 8,736,910 The fair value of all assets acquired, and liabilities assumed is the estimated book value of the Qiangsheng, Eurasia and Minkang hospitals. Goodwill represents the excess of the fair value of purchase price over the amounts assigned to the fair value of the assets acquired and the liabilities assumed of Qiangsheng, Eurasia and Minkang hospitals at the acquisition date. |
The Acquisition of Zhuoda
The Acquisition of Zhuoda | 9 Months Ended |
Sep. 30, 2022 | |
The Acquisition of Zhuoda [Abstract] | |
THE ACQUISITION OF ZHUODA | 8. THE ACQUISITION OF ZHUODA On September 10, 2021, Guanzan entered into an agreement to acquire Zhuoda. Pursuant to the agreement, Guanzan agreed to purchase all the issued and outstanding equity interests in Zhuoda in consideration of $11,400,000 (RMB 75,240,000). The entire purchase consideration was payable in shares of Common Stock. At the closing on September 22, 2021, 440,000 shares of Common Stock valued at RMB 43,560,000, or $15.00 per share (approximately $6,600,000) was issued as partial consideration for the purchase. The remainder of the purchase price of approximately $4,800,000 (RMB 31,680,000), is subject to post-closing adjustments based on the performance of Zhuoda in 2022 and 2023. The transaction closed on October 8, 2021. The following summarizes the identified assets acquired and liabilities assumed pursuant to Zhuoda acquisition as of October 8, 2021: Items Amount Assets Cash $ 102,350 Accounts receivable, net 804,083 Inventories, net 131,456 Advances and other receivables 886,370 Property, plant and equipment, net 6,579 Right of use assets 17,160 Goodwill 924,740 Liabilities Short-term loans (773,737 ) Accounts payable, trade (56,887 ) Advances from customers (3,778 ) Taxes payable (24,787 ) Other payables and accrued liabilities (493,868 ) Lease liability-current (7,217 ) Lease liability-non-current (14,265 ) Total net assets $ 1,498,199 The fair value of all assets acquired, and liabilities assumed is the estimated book value of the Zhuoda. Goodwill represents the excess of the fair value of purchase price over the amounts assigned to the fair value of the assets acquired and the liabilities assumed of Zhuoda at the acquisition date. |
Accounts Receivable
Accounts Receivable | 9 Months Ended |
Sep. 30, 2022 | |
Accounts Receivable [Abstract] | |
ACCOUNTS RECEIVABLE | 9. ACCOUNTS RECEIVABLE 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. 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. As of September 30, 2022, and December 31,2021, accounts receivable consisted of the following: September 30, December 31, Accounts receivable, cost $ 7,381,356 $ 7,327,587 Less: allowance for doubtful accounts (288,767 ) (322,145 ) Accounts receivable, net $ 7,092,589 $ 7,005,442 The Company routinely evaluates the need for allowance for doubtful accounts based on specifically identified amounts that the management believes to be uncollectible. If the actual collection experience changes, revisions to the allowance may be required. Due to subsequent collections, the Company reversed an allowance of $ 561 for the nine months ended, September 30, 2022, respectively. |
Advances to Suppliers
Advances to Suppliers | 9 Months Ended |
Sep. 30, 2022 | |
Disclosure of 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 September 30, 2022 and December 31,2021, the Company reported advances to suppliers as follow: September 30, December 31, Advances to suppliers, cost $ 4,460,024 $ 3,163,836 Advances to suppliers, net $ 4,460,024 $ 3,163,836 No bad debt expenses were accrued for doubtful accounts relating to advances to suppliers for the nine months ended September 30, 2022 and 2021, respectively. |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2022 | |
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: September 30, December 31, Pharmaceuticals $ 978,440 $ 2,395,824 Medical devices 344,554 347,237 Less: allowance for obsolete and expired inventory (92,655 ) (103,178 ) Inventories, net $ 1,230,339 $ 2,639,883 For the nine months ended September 30, 2022 and 2021, respectively, the Company accrued an allowance of $92,655 and $103,178 for obsolete and expired items. |
Prepayments and Other Receivabl
Prepayments and Other Receivables | 9 Months Ended |
Sep. 30, 2022 | |
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 both retail stores and office space premises, special medical device purchase deposits, prepaid rental fee and professional services, advances to employees in the ordinary course of business, VAT deductibles and other miscellaneous receivables. The table below sets forth the balances as of September 30, 2022, and December 31, 2021, respectively. September 30, December31, Deposit for rental $ 160,711 $ 63,021 Deposit for online platform use-rights 14,085 - Prepaid expenses and improvements of offices 55,052 293,933 Deposit for purchase of medical devices 162,272 Deferred offering cost 794,444 1,227,778 Deposit for sales platform 22,127 - Other receivables 1,799,346 766,197 Others 225,739 605,234 Less: allowance for doubtful accounts (23,420 ) (26,080 ) Prepayments and other receivables $ 3,210,356 2,930,083 Management evaluates the recoverable value of these balances periodically in accordance with the Company’s policies. |
Property, Plant and Equipment
Property, Plant and Equipment | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT | 13. PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment consisted of the following: September 30, December 31, Building $ 735,253 $ 818,757 Office equipment 395,924 440,890 Electronic equipment 1,384,533 1,541,777 Furniture 54,250 60,411 Vehicle 206,681 220,430 Medical equipment 2,187,470 2,431,240 Leasehold improvements 1,700,655 1,928,538 Total 6,664,766 7,442,043 Less: accumulated depreciation (3,780,646 ) (3,920,642 ) Property, plant and equipment, net $ 2,884,120 $ 3,521,401 Depreciation expense for the nine months ended September 30, 2022, and 2021 were $157,646 and $175,749, respectively. Property, plant and equipment under operating leasing arrangements classified under fixed assets-cost and accumulated depreciation as of September 30, 2022 and December 2021 announced to $2,886,649 and $3,521,401, respectively. Details of such leased assets are disclosed in Note 15. |
Intangible Assets
Intangible Assets | 9 Months Ended |
Sep. 30, 2022 | |
Intangible Assets [Abstract] | |
INTANGIBLE ASSETS | 14. INTANGIBLE ASSETS September 30, December 31, Software $ 19,303 $ 21,495 Less: accumulated amortization (3,429 ) (3,456 ) Intangible assets, net $ 15,874 $ 18,039 Amortization expense for the nine months ended September 30, 2022, and 2021 were $3,429 and $3,456, respectively. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
LEASES | 15. LEASES Balance sheet information related to the Company’s operating leases was as follows: September 30, December 31, Operating Lease Assets Operating lease $ 3,976,697 $ 4,845,509 Total operating lease assets $ 3,976,697 $ 4,845,509 Operating Lease Obligations Current operating lease liabilities $ 836,871 954,182 Non-current operating lease liabilities $ 3,418,873 4,161,789 Total Lease Liabilities $ 4,255,744 5,115,971 Lease liability maturities as of September 30, 2022, are as follows: September 30, 2023 998,042 2024 895,645 2025 847,209 2026 779,179 2027 and thereafter 1,753,634 Total minimum lease payments 5,273,709 Less: Amount representing interest (1,017,965 ) Total 4,255,744 |
Goodwill
Goodwill | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill [Abstract] | |
GOODWILL | 16. GOODWILL Changes in the carrying amount of goodwill consisted of the following: September 30, December 31, 2022 2021 Beginning balance $ 8,376,217 $ 6,914,232 Addition during the year - 27,590,156 Impairment during the year - (26,128,171 ) Goodwill $ 8,376,217 $ 8,376,217 The goodwill associated with the acquisition of: (i) Guanzan of $6,914,232; (ii) Guoyitang of $7,154,393; (iii) Zhongshan of $10,443,494, (iv) Minkang, Qiangsheng and Eurasia of $9,067,529 and (v) Zhuoda of $924,740, were initially recognized at the acquisition closing dates. As of September 30, 2022, and December 31, 2021, goodwill was $8,376,217 and $8,376,217, respectively. Impairment losses for the nine months ended September 30, 2022, and 2021 was $ Nil |
Loans
Loans | 9 Months Ended |
Sep. 30, 2022 | |
Loans [Abstract] | |
LOANS | 17. LOANS Short-term loans September 30, December 31, Construction Bank of China $ 326,262 $ 544,630 Wuhu Yangzi Rural Commercial Bank 211,274 235,268 Industrial and Commercial Bank of China 42,255 94,107 Agricultural Bank of China - 156,846 China Minsheng Bank 112,679 - Postal Savings Bank of China 690,160 768,543 Total $ 1,382,630 $ 1,799,394 For the nine months ended September 30, 2022, and 2021, interest expense on short-term loans amounted is $64,005 and $16,538 respectively. Zhongshan borrowed $211,274 from Chaohu Yangzi Rural Commercial Bank on July 27, 2022. The loan is due on July 27, 2023 with an interest rate of 5.80%. Chongqing Guanzan Technology borrowed $690,160 from Postal Savings Bank of China on November 29,2021. The loan is due on November 28, 2022 with an interest rate of 5.4%. Shude borrowed $112,679 from China Minsheng Banking Corp. Ltd. on March 17, 2022, which is due on March 17, 2023 with interest of 6.2%. Zhuoda borrowed $42,255 from the Industrial and Commercial Bank of China on September 11, 2022, which is payable on December 30, 2022 at an interest rate of 3.7%. Zhuoda borrowed $281,698 from the Construction Bank of China on July 8,2022, which is payable on November 30, 2022 with an interest rate of 3.70%,. Qianmei borrowed $44,564 from China Construction Bank on November 23, 2021, which is payable on November 23, 2022 with an interest rate of 3.85% . Long-term loans September 30, December 31, Standard Chartered Bank $ 11,921 $ 68,723 China Minsheng Bank - 125,476 Construction bank of China - 33,565 Chongwing Nan’an Zhongyin Fuden Village Bank Co. Ltd. - 116,974 We Bank 575,636 562,455 China Construction Bank Chongqing Zhongxian Sub-branch 70,695 - Subtotal of long-term loans 658,252 907,193 Less: current portion (183,203 ) (369,187 ) Long-term loans – noncurrent portion $ 475,049 $ 538,006 For the nine months ended September 30, 2022, and 2021, interest expense on long-term loans amounted to $59,003 and $60,953 respectively. Chongqing Guanzan Technology borrowed $84,509 from We Bank on April 26, 2022 which is due March 26,2024 with an interest rate of 9.45%. Guanzan borrowed $36,071 from Webank on December 26, 2020, which is due on December 26, 2022 with interest of 10.06%. Guanzan borrowed $59,496 from Webank on July 24, 2021, which is due on July 26, 2023 with interest of 13.68%. Guanzan borrowed $41,852 from Huaneng Guicheng Trust Co., LTD on October 7, 2021, which is due on September 26, 2023 with interest of 12.96%. Chongqing Guanzan Technology borrowed $70,695 from Chongwing Nan’an Zhongyin Fuden Village Bank Co. Ltd. on February 25,2021 which is due February 24,2024 with an interest rate of 8.00%. Chongqing Shude borrowed $21,127 from Webank on December 10, 2020 which is due December 10, 2022 with an interest rate of 10.80%. Chongqing Shude borrowed $939 from Webank on December 10, 2020 which is due December 2 ,2022 at an interest rate of 8.64%. Chongqing Shude borrowed $11,796 from Webank on January 5, 2021 which is due January 2, 2023 with an interest rate of 12.24%. Chongqing Shude borrowed $11,921 from Standard Chartered Bank on December 3, 2020 which is due on December 3, 2022 with an interest rate of 12.35%. Chongqing Zhuoda borrowed $117,374 from We bank_on May 10, 2022 which is due on December 10, 2022 with an interest rate of 14.58%. |
Convertible Promissory Notes an
Convertible Promissory Notes and Embedded Derivative Instructions | 9 Months Ended |
Sep. 30, 2022 | |
Disclosure of 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 18, 2020, we entered into a securities purchase agreement (the “May SPA”) with two institutional investors (the “Institutional Investors”) to sell convertible notes having a face amount of $6,550,000 at an aggregate original issue discount of 19.85% (the “2020 Notes”) and ranking senior to all outstanding and future indebtedness of the Company. The 2020 Notes do not bear interest except upon the occurrence of an event of default. Each Institutional Investor also received a warrant (each an “Institutional Investor 2020 Warrant”) to purchase 325,000 shares of Common Stock at an initial exercise price of $14.225 per share (post-Split price (as defined below) and subject to the Event Market Price Adjustment). The placement agent for the private placement received a warrant (the “Placement Agent 2020 Warrant”, together with the Institutional Investor 2020 Warrants, the “2020 Warrants”) to purchase up to 10% of the aggregate number of shares of Common Stock issued in the private placement at an initial exercise price of $14.225 per share (post-Split price and subject to the Event Market Price Adjustment), subject to increase based on the number of shares Common Stock issued pursuant to the 2020 Notes. Pursuant to the May SPA, two 2020 Notes, each in the face amount of $2,225,000, were issued to the Institutional Investors in consideration of the payment of $1,750,000 in cash for each 2020 Note. The May SPA, the 2020 Notes and the warrants provide that each and every reference to share prices, shares of Common Stock and any other numbers therein that relate to the Common Stock will be automatically adjusted for any stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions that occur with respect to the Common Stock (each, a “Stock Combination Event”, and such date thereof, the “Stock Combination Event Date”) thereafter. The May SPA, the 2020 Notes and the 2020 Warrants further provide if after a Stock Combination Event, the Event Market Price is less than the conversion price (in the case of the Convertible Notes) or the exercise price (in the case of the warrants) then in effect (after giving effect to the above adjustments), then on the sixteenth (16th) trading day immediately following such Stock Combination Event Date, the conversion price or exercise then in effect on such sixteenth (16th) trading day (after giving effect to the above adjustments) will be reduced (but in no event increased) to the Event Market Price. “Event Market Price” means, with respect to any Stock Combination Event Date, the quotient determined by dividing (x) the sum of the dollar volume-weighted average price of the Common Stock for each of the five (5) trading days with the lowest dollar volume-weighted average price of the Common Stock during the fifteen (15) consecutive trading day period ending and including the trading day immediately preceding the sixteenth (16th) trading day after such Stock Combination Event Date, divided by (y) five (5). The price adjustment described in this paragraph is hereinafter referred to as the “Event Market Price Adjustment.” The 2020 Notes, which matured on the eighteen-month anniversary of the issuance date, were payable in installments and convertible at the election of the investors at the conversion price of $12.95 per share (post-Split Price and subject to the Event Market Price Adjustment), subject to adjustment in the event of default. Each investor also received a warrant to purchase 130,000 shares of Common Stock at an initial exercise price of $14.23 per share (post-Split Price and subject to the Event Market Price Adjustment). The placement agent for the private placement received a warrant to purchase up to 34,369 shares of Common Stock at an initial exercise price of $14.23 per share (post-Split Price and subject to the Event Market Price Adjustment), subject to increase based on the number of shares of Common Stock issued pursuant to the 2020 Notes. Pursuant to the May SPA, additional convertible notes in an aggregate original face amount not to exceed $2,100,000 (the “Additional Notes”) could also be issued to the Institutional Investors under certain circumstances. On February 24, 2021, we entered into an amendment to the May SPA with the Institutional Investors to increase the amount of the Additional Notes by $3,300,000 to $5,400,000. On February 26, 2021, Additional Notes in an aggregate original principal amount of $5,400,000 were issued to the Institutional Investors, together with the issuance of warrants to acquire an aggregate of 152,000 shares of Common Stock at an initial exercise price of $14.23 per share (post-Split Price and subject to the Event Market Price Adjustment). The placement agent for the private placement received a warrant to purchase up to 34,749 shares of our Common Stock at an initial exercise price of $14.23 per share post-Split Price and (subject to the Event Market Price Adjustment), subject to increase based on the number of shares of Common Stock issued pursuant to the Additional Notes. On November 18, 2021, we entered into a securities purchase agreement (the “November SPA”) with the same two Institutional Investors to sell them a series of senior convertible notes (the “2021 Notes”) with an original issue discount of 20% and ranking senior to all outstanding and future indebtedness of the Company in a private placement. Each Institutional Investor paid $3,250,000 in cash for a 2021 Note in the face amount of $3,900,000. The November SPA also provided for the issuance of additional 2021 Notes in an aggregate original principal amount not to exceed $3,900,000 under certain circumstances. The November SPA also contains provisions about the Market Event Price. The 2021 Notes, which were issued on November 22, 2021, mature on the eighteen-month anniversary of the issuance date, are payable by the Company in installments and are convertible at the election of the Institutional Investors at the conversion price of $3.25 (post-Split Price and subject to the Event Market Price Adjustment), which is subject to adjustment in the event of default. Each Institutional Investor also received a warrant (the “Institutional Investor 2021 Warrant”) to purchase 180,000 shares of Common Stock at an initial exercise price of $3.55 per share (subject to the Event Market Price Adjustment). The placement agent for the private placement received a warrant (the “Placement Agent 2021 Warrant”, together with the Institutional Investor 2021 Warrant, the “2021 Warrants”) to purchase up to 8% of the aggregate number of shares of Common Stock in the private placement at an initial exercise price of $3.55 per share (post-Split Price and subject to the Event Market Price Adjustment), subject to increase based on the number of shares Common Stock issued pursuant to the 2021 Notes. The Company implemented a reverse stock split (the “Split”) on February 2, 2022, at the ratio of 5 to 1. The 2020 Notes were fully converted before the Split, and therefore no price adjustment was actually implemented at the conversion, although the price information provided above about the 2020 Notes was post-split price. The conversion price of the 2021 Notes and the exercise price of the 2020 Warrants and the 2021 Warrants will be adjusted pursuant to the Event Market Price formula upon conversion or exercise. The outstanding balance for the convertible promissory notes as of September 30, 2022 is $6,320,075 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. September 30, December 31, Convertible note – principal $ 7,800,000 $ 7,800,000 Convertible note – discount (1,479,925 ) (2,588,840 ) Total $ 6,320,075 $ 5,211,160 Additionally, the Company accounted for the embedded conversion option liability in accordance with the Accounting Standards Codification topic 815, Accounting for Derivative Instruments and Hedging Activities (“ASC 815”) as well as related interpretation of this standard. In accordance with these standards, derivative instruments are recognized as either assets or liabilities in the balance sheet and are measured at fair values with gains or losses recognized in earnings. Embedded derivatives that are not clearly and closely related to the host contract are bifurcated and are recognized at fair value with changes in fair value recognized as either a gain or loss in earnings. The Company determines the fair value of derivative instruments and hybrid instruments based on available market data using appropriate valuation models, giving consideration to all of the rights and obligations of each instrument. The initial fair value of the embedded conversion option liability associated with each Note was valued using the Black-Scholes model. The assumptions used in the Black-Scholes option pricing model are as follows: September 30, December 31, Dividend yield $ 0 % $ 0 % Expected volatility 171 % 171 % Risk free interest rate 0.87 % 0.87 % Expected life (year) 0.42 1.42 The value of the conversion option liability underlying the Notes and Convertible Notes as of September 30, 2022, and December 31,2021 were nil nil |
Other Payables and Accrued Liab
Other Payables and Accrued Liabilities | 9 Months Ended |
Sep. 30, 2022 | |
Other Payables and Accrued Liabilities [Abstract] | |
OTHER PAYABLES AND ACCRUED LIABILITIES | 19. OTHER PAYABLES AND ACCRUED LIABILITIES Other payables and accrued liabilities consisted of the following: September 30, December 31, Salary payable $ 686,062 $ 947,911 Salary payable – related party (1) 1,653,333 1,005,832 Accrued operating expenses (900 ) 175,215 Other payables 1,121,685 953,959 Long-term payable 102,879 - Total $ 3,563,059 $ 3,082,917 (1) The Company entered into an employment agreement with Mr. Tiewei Song dated October 1, 2019, as its Chief Executive Officer for a term of two years commencing October 1, 2019 with base annual cash compensation of $500,000. The agreement was renewed on October 28, 2021 for one year with an annual base salary of $1,000,000 in cash and an annual stock compensation of 1,000,000 shares of the Company’s Common Stock. On June 9, 2022, the Company amended the employment agreement with Mr. Song to, among other things, allow the term of his employment agreement to automatically renew every year unless both the Company and Mr. Song agree not to renew in writing and to adjust his annual base salary from $1,000,000 in cash plus 1 million shares of Common Stock to $300,000 in cash only going forward. The amendment also increased the change in control severance payment to Mr. Song from $10,000,000 to $20,000,000 in the event his employment is terminated in connection with a change of control. Mr. Song’s 2021 stock consideration was not subject to stock splits or reverse stock splits per the terms of his employment agreement. In connection with the signing of the amendment, Mr. Song agreed to waive such privileges with respect to his shares of Common Stock in all future stock splits, reverse stock splits and similar transactions. The Company entered into the employment Agreement with Ms. Baiqun Zhong dated January 27, 2022 to serve as the Interim CFO of the Company from May 21, 2021 until July 14, 2021 with base annual cash compensation of $250,000. On January 27, 2022, the Company entered into an employment agreement with Mr. Xiaping Wang to serve as Chief Operating Officer for a term of one year, effective January 1, 2022. Mr. Wang’s compensation will consist of an annual salary of $500,000 in cash and stock compensation of 500,000 shares of the Company’s Common Stock. |
Related Parties and Related Par
Related Parties and Related Parties Transactions | 9 Months Ended |
Sep. 30, 2022 | |
Related Parties and Related Parties Transactions [Abstract] | |
RELATED PARTIES AND RELATED PARTIES TRANSACTIONS | 20. RELATED PARTIES AND RELATED PARTIES TRANSACTIONS Amount due from mid-level management personnel As of September 30, 2022 and December 31, 2021, the total amounts due from certain mid-level management personnel were $343,901 and $622,554, respectively, which included: 1. As of September 30, 2022 and December 31, 2021, the amount due from Mr. Jiangjin Shen, the Chief Executive Officer of Minkang of $167,611 and $544,600 respectively, which loan carried no interest. The Company received full repayment on this advance on April 13, 2022. 2. As of September 30, 2022, and December 31, 2021, the amount due from Mr. Zhiwei Shen, the Chief Executive Officer of Qiangsheng was $176,290 and $77,954, which loan carried no interest. The Company received full repayment on this advance on April 13, 2022. Amounts due to related parties and mid-level management personnel As of September 30, 2022, and December 31,2021, the total amounts payable to related parties and mil-level management was $2,095,518 and $730,285, respectively, which included: 1. Amounts payable to Mr. Yongquan Bi, the former Chief Executive Officer and Chairman of the Board of directors of the Company, as of September 30, 2022, and December 31, 2021, of $27,173 and $30,258, respectively, free of interest and due on demand. These amounts represent the remaining balance of the funds 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 $248,179 and $477,128, as of September 30, 2022 and December 31, 2021, respectively, which amounts were advanced for daily operations and third party professional fees free of interest. 3. Amounts payable to Mr. Fuqing Zhang, the Chief Executive Officer of Xinrongxin of $169,440 and $188,684, as of September 30, 2022 and December 31, 2021, 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 $11,559 and $12,872, as of September 30, 2022 and December 31, 2021, 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 $4,582 and $5,102, as of September 30, 2022, and December 31, 2021, respectively, free of interest and due on demand. The amount due to Mr. Zhuo relates to reimbursable operating expenses that was owed to Mr. Zhuo for daily operations of Guoyitang. prior to its acquisition. 6. Amounts payable to Nanfang Xiao, a director of Guoyitang of $10,282 and $11,450, as of September 30, 2022 and December 31, 2021, respectively, free of interest and due on demand. The amount due to Mr. Xiao relates to reimbursable operating expenses that was owed to Mr. Xiao for daily operations of Guoyitang. prior to its acquisition.. 7. Amounts payable to Jia Song, the manager of Guoyitang of $4,303 and $4,791, as of September 30, 2022 and December 31,2021 respectively, free of interest and due on demand. The amount due to Mr. Song relates to reimbursable operating expenses that was owed to Mr. Song. for daily operations of Guoyitang. prior to its acquisition. |
Stock Equity
Stock Equity | 9 Months Ended |
Sep. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
STOCK EQUITY | 21. STOCK EQUITY The Company is authorized to issue 200,000,000 shares of Common Stock, $0.001 par value. As of September 30, 2022, and December 31,2021, it had 38,434,761 shares and 8,502,222 shares outstanding, respectively. From January 4, 2021 to February 9, 2021, Hudson Bay converted $ 2,150,000 of the 2020 Notes into 276,943 shares of Common Stock. From January 4, 2021 to March 1, 2021, CVI converted $ 2,150,000 of the 2020 Notes into 227,731 shares of the Common Stock. On February 2, 2021, the Company issued 400,000 shares of Common Stock in the acquisition of Guoyitang. On February 3, 2021, a holder of a convertible note issued on December 16, 2019, converted a part of the note in the aggregate principal amount of $74,473 plus interest into 20,706 shares of Common Stock. On February 11, 2021, the Company issued 50,000 shares of Common Stock to Real Miracle Investments Limited in consideration for consulting services. On March 26, 2021, the Company issued 400,000 shares of Common Stock in the acquisition of Zhongshan. On April 20, 2021, the Company issued 800,000 shares of Common Stock as partial consideration for the acquisition of the Minkang, Qiangsheng and Eurasia hospitals. On April 29, 2021, the Company issued 100,000 shares of Common Stock as payment for improvements to offices located in Chongqing. On June 18, 2021, 32,500 shares of Common Stock were issued to CVI with respect to its cashless exercise of 650,000 warrants that were issued in 2020. On July 23, 2021, the Company issued 30,000 shares of Common Stock as payment for salary to three employees. From August 26, 2021 to November 30, 2021, Hudson Bay converted $2,400,000 of the Convertible Notes into 970,173 shares of Common Stock. From August 26, 2021 to November 30, 2021, CVI converted $ 3,000,000 of the Convertible Notes into1,183,251 shares of Common Stock. On August 27, 2021, the Company issued 920,000 shares of Common Stock in full payment of the balance of the post-closing consideration for the acquisition of Guanzan. On September 22, 2021, the Company issued 440,000 shares of Common Stock as the initial consideration for the acquisition of Zhuoda. On January 7, 2022, the Company issued 600,000 shares of Common Stock as the initial consideration for the acquisition of Mali Hospital. On January 24, 2022, the Company issued 1,000,000 shares of Common Stock as the salary for Mr. Tiewei Song. The Company issued 500,000 shares of Common Stock to Mr. Xiaping Wang as salary on February 1, 2022. On February 2, 2022, we completed a five (5) for one (1) reverse stock split (the “Reverse Split”) of our issued and outstanding ordinary shares, par value $0.001 per share. From a legal perspective, the Reverse Split applied to the issued shares of the Company on the date of the Reverse Split and did not have any retroactive effect on the Company’s shares prior that date. However, for accounting purposes only, references to our ordinary shares in this quarterly report are stated as having been retroactively adjusted and restated to give effect to the Reverse Split, as if it had occurred by the relevant earlier date. On July 18, 2022, 12,500,000 shares of Common Stock were issued to Mr. Fnu Oudom in consideration of $5 million upon the approval of stockholders at the Company’s 2022 annual meeting of shareholders. From January 1, 2022 to September 30, 2022, Hudson Bay converted $3,897,000 of Convertible Notes into 6,460,713 shares of Common Stock. From January 1, 2022 to September 30, 2022, CVI converted $3,900,000 of Convertible Notes into 7,835,624 shares of Common Stock. |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended |
Sep. 30, 2022 | |
Net Loss Per Share [Abstract] | |
NET LOSS PER SHARE | 22. NET LOSS PER SHARE Basic net loss per share is computed using the weighted average number of common shares outstanding during the year. The dilutive effect of potential common shares outstanding is included in diluted net loss per share. Due to the Company’s net loss from its continuing operations, all potential common share issuances had anti-dilutive effect on net loss per share. The following table sets forth the computation of basic and diluted net loss per share for the year ended September 30, 2022, and 2021: For the nine months ended 2022 2021 Total net loss attributable to common shareholders $ (10,945,797 ) $ (5,396,789 ) Weighted average common shares outstanding – Basic and diluted 16,816,256 22,864,269 Loss per shares – basic and diluted: $ (0.65 ) $ (0.23 ) |
Segments
Segments | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
SEGMENTS | 23. SEGMENTS General Information of Reportable Segments: The Company operates in four reportable segments: wholesale medical devices, wholesale pharmaceuticals, medical services, and retail pharmacy. The retail pharmacy segment sells prescription and OTC medicines, traditional Chinese medicines (“TCM”), healthcare supplies, and sundry items to retail customers through its directly-owned pharmacies and authorized retail stores. The wholesale pharmaceuticals segment includes supplying prescription and OTC medicines, TCM, healthcare supplies and sundry items to clinics, third party pharmacies, hospitals, and other drug vendors. The medical services segment includes the hospitals acquired in February 2021. To date, there were no inter-segment revenues between the four segments. The segments’ accounting policies are the same as those described in the summary of significant accounting policies. The Company’s chief operating decision maker, who is the CEO of the Company, evaluates performance of each of the segments based on profit or loss from continuing operations net of income tax. The Company’s reportable business segments are strategic business units that offer different products. Each segment is managed independently because they require different operations and markets to distinct classes of customers. Information about 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 recourses of the Company. In addition, except for depreciation and amortization of long-lived assets, the Company does not allocate the change in fair value of derivative liabilities and the amortization of discount of convertible notes to reporting segments in its reported profit or loss. The following amounts were used by the chief operating decision maker. For nine months ended Retail Medical Drugs Medical Others Total Revenues from external customers $ 618,582 $ 3,404,533 $ 8,956,141 $ 4,282,695 $ - $ 17,261,951 Cost of revenues $ 72,834 $ 2,923,017 $ 8,035,938 $ 1,950,611 $ 10,905 $ 12,993,304 Depreciation, depletion, and amortization expense $ 15,057 $ 35,552 $ 254 $ 79,054 $ 9,027 $ 138,944 Loss $ (291,705 ) $ (145,570 ) $ (1,142,654 ) $ (733,892 ) $ (8,287,238 ) $ (10,601,059 ) Total assets $ 405,101 $ 3,626,761 $ 7,654,393 $ 6,604,159 $ 14,712,961 $ 33,003,374 For nine months ended Retail Medical Drugs Medical Others Total Revenues from external customers $ 375,045 $ 2,524,777 $ 14,978,955 $ 6,694,510 $ 629,198 $ 25,202,485 Cost of revenues $ 295,059 $ 1,831,089 $ 14,598,512 $ 3,334,306 $ 557,313 $ 20,616,279 Depreciation, depletion, and amortization expense $ 15,521 $ 23,683 $ 1,638 $ 205,317 $ 176 $ 246,335 Profit (loss) $ (463,211 ) $ 158,908 $ 152,044 $ 787,515 $ (5,911,497 ) $ (5,276,241 ) Total assets $ 287,074 $ 6,075,980 $ 18,774,282 $ 8,651,014 $ 30,497,860 $ 64,286,210 Reconciliations of Reportable Segment Revenues, Profit or Loss, and Assets, to the Consolidated Totals as of September 30, 2022, and September 30,2021 and for the Nine Months ended September 30, 2022 and 2021. >>Revenues Nine months Total revenues from reportable segments $ 17,813,544 Other revenues - Elimination of intersegments revenues (551,593 ) Total consolidated revenues $ 17,261,951 >> Profit or loss Total loss from reportable segments $ (2,313,821 ) Elimination of intersegments profit or loss (565,433 ) Unallocated amount: Amortization of discount of convertible notes (1,542,248 ) Other corporation expense (6,179,554 ) Total net loss $ (10,601,057 ) >>Assets Total assets from reportable segments $ 41,598,014 Elimination of intersegments receivables (14,524,848 ) Unallocated amount: Other unallocated assets – Phenix Bio Inc - Other unallocated assets – Xinrongxin 4,087 Other unallocated assets – Liaoning Boyi 30,070 Other unallocated assets – Dalian Boyi 3,762 Other unallocated assets – Chongqing Bimai 1,142,687 Other unallocated assets – BIMI 4,749,603 Total consolidated assets $ 33,003,375 >>Revenues Nine months Total revenues from reportable segments $ 27,424,812 Other revenues 629,198 Elimination of intersegments revenues (2,851,525 ) Total consolidated revenues $ 25,202,485 >> Profit or loss Total loss from reportable segments $ (1,303,167) Elimination of intersegments profit or loss (667,910) Unallocated amount: Amortization of discount of convertible notes (2,639,374 ) Other corporation expense (665,790 ) Total net loss $ (5,276,241 ) >>Assets Total assets from reportable segments $ 49,176,982 Elimination of intersegments receivables (14,180,718 ) Unallocated amount: Other unallocated assets – Xinrongxin 12,386,406 Other unallocated assets – Liaoning Boyi 177,335 Other unallocated assets – Dalian Boyi 21,841 Other unallocated assets – Chongqing Bimai 12,058,313 Other unallocated assets – BIMI 4,646,051 Total consolidated assets $ 64,286,210 |
Entity-Wide Information and Con
Entity-Wide Information and Concentrations of Risk | 9 Months Ended |
Sep. 30, 2022 | |
Disclosure of Entity-Wide Information and Concentrations of Risk [Abstract] | |
ENTITY-WIDE INFORMATION AND CONCENTRATIONS OF RISK | 25. ENTITY-WIDE INFORMATION AND CONCENTRATIONS OF RISK Entity-Wide Information (a) Revenues from each type of products For the nine months ended September 30, 2022 and 2021, respectively, the Company reported revenues for each type of products and services as follows: For the nine months ended 2022 2021 Medical devices wholesale $ 3,404,533 $ 2,524,777 Medical services 4,282,695 6 ,694,510 Pharmaceutical wholesale 8,956,141 14,978,955 Pharmacy retail 618,582 375,045 Other - 629,198 Total $ 17,261,951 $ 25,202,485 (b) Geographic areas information For the nine months ended September 30, 2022, and 2021, respectively, all the Company’s revenues were generated in the PRC. There were no long-lived assets located outside of the PRC as of September 30, 2022, and 2021. (c) Major customers For the nine months ended September 30, 2022, no customer accounted for more than 10% of the Company’s revenues. For the nine months ended September 30, 2021, no customer accounted for more than 10% of the Company’s total revenues. As of September 30, 2021, two customers accounted for more than 10% of the balance of accounts receivable which were 33.73% and 26.7%, respectively. (d) Major vendors For the nine months ended September 30, 2021, no vendor accounted for more than 10% of the Company’s total purchases. As of September 30, 2021, one vendor accounted for 50.25% of the Company’s purchases. For the nine months ended September 30, 2022, two vendors accounted for more than 10% of the Company’s purchases and its outstanding balances as at balance sheet dates: For the nine months ended Vendors Segment Purchases Percentage of Vendor A Medicines $ 2,152,995 17 % Vendor B Medical devices $ 1,903,776 15 % Concentrations of Risk The Company is exposed to the following concentrations of risk: (a) Credit risk Financial instruments that are potentially subject to credit risk consist principally of trade receivables. The Company believes the concentration of credit risk in its trade receivables is substantially mitigated by its ongoing credit evaluation process and relatively short collection terms. The Company does not generally require prepayments or deposits from customers. The Company evaluates the need for an allowance for doubtful accounts based upon factors surrounding the credit risk of specific customers, historical trends and other information. (b) Interest rate risk The Company’s interest-rate risk arises from convertible promissory notes, short-term and long-term loans. The Company manages interest rate risk by varying the issuance and maturity dates, fixing interest rate of debt, limiting the amount of debt, and continually monitoring the effects of market changes in interest rates. As of September 30, 2022 and December 31, 2021, respectively, the Notes, short-term and long-term loans were at fixed rates. (c) Exchange rate risk Substantially all of the Company’s revenues and a majority of its costs are denominated in RMB and a significant portion of its assets and liabilities are denominated in RMB. As a result, the Company’s results of operations may be affected by fluctuations in the exchange rate between US$ and RMB. If the RMB depreciates against the US$, the value of RMB revenues and assets as expressed in US$ financial statements will decline. The Company does not hold any derivative or other financial instruments that expose to substantial market risk. (d) Economic and political risks The Company’s operations are conducted in the PRC. Accordingly, the Company’s business, financial condition and results of operation may be influenced by the political, economic and legal environment in the PRC, and by the general state of the PRC economy. The outbreak of COVID-19 pandemic has expanded all over the world since the beginning of 2020, which has greatly slowed the growth of the global economy, including the PRC, and this effect may continue until the pandemic is controlled, or a vaccine or cure is developed. The slowdown of the growth of the PRC’s economy has adversely effected our current business and future success will be adversely affected if we are unable to capitalize on the opportunities arising from the increasing demand for medicine and medical devices in the markets in which we operate. The Company’s operations in the PRC are subject to special considerations. These include risks associated with, among others, the political, economic and legal environment and foreign currency exchange. The Company’s results may be adversely affected by changes in the political and social conditions in the PRC, and by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion, remittances abroad, and rates and methods of taxation. (e) Enforcement risks The PRC People’s Supreme Court adopted rules in 2010 which restrict parties who are subject to effective court enforcement orders for monetary judgements from extravagant spending until the monetary judgments have been satisfied. According to those rules, if a company becomes subject to a court enforcement order due to failure to satisfy a monetary judgement, the company’s name will appear on a defaulters’ list published by the Chinese courts and the company together with its legal representative and responsible person will be prohibited from using the company property for extravagant spending such as buying real property, vacationing and paying for children’s private school education, until, among other conditions, the monetary judgment has been satisfied. Boqi Zhengji and Nengfa Energy are currently on the defaulters’ list due to their failure to pay off several monetary judgments. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 26. SUBSEQUENT EVENT On October 19, 2022, BIMI International Medical Inc. (the “Registrant” or the “Company”) entered into a Sale and Purchase Agreement (the “Agreement”) to sell its wholly-owned subsidiary, Chongqing Zhuoda Pharmaceutical Co., Ltd. (“Zhuoda”), a distributor of pharmaceuticals and biologicals located in the People’s Republic of China (the “PRC”) to three citizens of the PRC who previously sold Zhuoda to the Company. Pursuant to the Agreement, the Company’s wholly-owned subsidiary Chongqing Guanzan Technology Co., Ltd. (“Guanzan”), will sell 100% of the equity interests in Zhuoda that Guanzan previously purchased for 440,000 shares of the Company’s common stock, which purchase price was subject to post-closing payments based on performance in 2022 and 2023. The 440,000 shares will be returned to the Company as the full consideration of the sale of the interests in Zhouda. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
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 September 30, 2022, and for the three and nine months ended September 30, 2022 and 2021 have been prepared, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures, which are normally included in annual consolidated financial statements prepared in accordance with US GAAP, have been omitted pursuant to those rules and regulations. The unaudited interim condensed consolidated financial information should be read in conjunction with the consolidated financial statements and the notes thereto, included in the Company’s Form 10-K for the fiscal year ended December 31, 2021, previously filed with the SEC on September 30, 2022. In the opinion of management, all adjustments (which include normal recurring adjustments) necessary to present a fair statement of the Company’s unaudited condensed consolidated financial position as of September 30, 2022 and its unaudited condensed consolidated results of operations for the three and nine months ended September 30, 2022 and 2021, and its unaudited condensed consolidated cash flows for the three and nine months ended September 30, 2022 and 2021, 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. |
Business combination | ● Business combination The Company accounted for its business combination using the acquisition method of accounting in accordance with ASC 805 “Business Combinations”. The cost of an acquisition is measured as the aggregate of the acquisition date fair values of the assets transferred and liabilities incurred by the Company to the sellers and equity instruments issued. Transaction costs directly attributable to the acquisition are expensed as incurred. Identifiable assets and liabilities acquired or assumed are measured separately at their fair values as of the acquisition date, irrespective of the extent of any non-controlling interests. The excess of (i) the total costs of acquisition, fair value of the non-controlling interests and acquisition date fair value of any previously held equity interest in the acquiree over (ii) the fair value of the identifiable net assets of the acquiree is recorded as goodwill. If the cost of acquisition is less than the acquisition date amounts of the net assets of the subsidiary acquired, the difference is recognized directly in the consolidated income statements. During the measurement period, which can be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Subsequent to the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any further adjustments are recorded in the consolidated income statements. In a business combination achieved in stages, the Company re-measures the previously held equity interest in the acquiree immediately before obtaining control at its acquisition date fair value and the re-measurement gain or loss, if any, is recognized in the consolidated income statements. When there is a change in ownership interests or a change in contractual arrangements that results in a loss of control of a subsidiary, the Company deconsolidates the subsidiary from the date control is lost. Any retained non-controlling investment in the former subsidiary is measured at fair value and is included in the calculation of the gain or loss upon deconsolidation of the subsidiary. |
Cash | ● 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. |
Accounts receivable and allowance for doubtful accounts | ● Accounts receivable and allowance for doubtful accounts Accounts receivables 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 September 30, 2022, and December 31, 2021, the allowance for doubtful accounts was $288,767 and $322,145, 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 will 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 September 30, 2022, and December 31, 2021, the allowance for doubtful accounts were $ Nil |
Inventories | ● Inventories Inventories are stated at the lower of cost or net realizable value. Costs include the purchase price of the inventories and freight, the cost is determined using the weighted average method and net realizable value is the estimated selling price in the normal course of business less any costs to complete and sell products. 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 reserves 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 September 30, 2022, and December 31, 2021, the Company recorded an allowance for obsolete inventories, which mainly consists of expired medicine, of $92,655 and $103,178 respectively. |
Property, plant and equipment | ● Property, plant and equipment Property, plant and equipment are stated at cost less accumulated depreciation and impairment, if any. Depreciation is calculated on the straight-line basis over the following expected useful lives from the date on which they become fully operational and after taking into account their estimated residual values: Items Expected useful lives Residual Building 20 years 5 % Office equipment 3 years 5 % Electronic equipment 3 years 5 % Furniture 5 years 5 % Medical equipment 10 years 5 % Vehicles 4 years 5 % Leasehold improvements Shorter of lease term or useful life 5 % Expenditures for repairs and maintenance are expensed as incurred. When assets have been retired or sold, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in the results of operations. |
Intangible assets | ● Intangible assets 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 On January 1, 2020, the Company adopted Accounting Standards Update (“ASU”) 2016-02. For all leases that were entered into prior to the effective date of ASC 842, we elected to apply the package of practical expedients. Based on this guidance, the Company did not reassess the following: (1) whether any expired or existing contracts are or contain leases; (2) the lease classification for any expired or existing leases; and (3) initial direct costs for any existing leases. The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, current portion of obligations under operating leases, and obligations under operating leases, non-current on the Company’s consolidated balance sheets. Finance leases are included in property and equipment, net, current portion of obligations under capital leases, and obligations under capital leases, non-current on our consolidated balance sheets. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date, adjusted by the deferred rent liabilities at the adoption date. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. The operating lease ROU asset also includes any lease payments made and excludes lease incentives and initial direct costs incurred. The Company’s terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Operating lease expense is recognized on a straight-line basis over the lease term. |
Goodwill | ● Goodwill Goodwill represents the excess of the consideration paid of an acquisition over the fair value of the net identifiable assets of the acquired subsidiary at the date of acquisition. Goodwill is not amortized, and is tested for impairment at least annually, more often when circumstances indicate impairment may have occurred. Goodwill is carried at cost less accumulated impairment losses. If impairment exists, goodwill is immediately written off to its fair value and the loss is recognized in the consolidated statements of operations and comprehensive loss. Impairment losses on goodwill are not reversed. The Company reviews the carrying value of intangible assets not subject to amortization, including goodwill, to determine whether impairment may exist annually or more frequently if events and circumstances indicate that it is more likely than not that an impairment has occurred. We have the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If the fair value of each reporting unit exceeds its carrying amount, goodwill is not considered to be impaired and the second step will not be required. If the carrying amount of a reporting unit exceeds its fair value, the second step compares the implied fair value of goodwill to the carrying value of a reporting unit’s goodwill. The implied fair value of goodwill is determined in a manner similar to accounting for a business acquisition with the allocation of the assessed fair value determined in the first step to the assets and liabilities of the reporting unit. The excess of the fair value of the reporting unit. over the amounts assigned to the assets and liabilities is the implied fair value of goodwill. Estimating fair value is performed by utilizing various valuation techniques, with the primary technique being a discounted cash flow. The fair value of discounted cash flow was determined using management’s estimates and assumptions. Management evaluated the recoverability of goodwill by performing a qualitative assessment before using a two-step impairment test approach at the reporting unit level. If the Company reorganizes its reporting structure in a manner that changes the composition of one or more of its reporting units, goodwill will be reassigned based on the relative fair value of each of the affected reporting units. As of September 30, 2022, and December 31, 2021, the Company recorded impairment for goodwill of $ Nil |
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 The primary sources of the Company’s revenues are as follows: (1) Wholesale medical devices The Company’s sales of wholesale medical devices are made mainly through Guanzan,. The medical device business primarily involves purchasing wholesale medical devices from manufacturers and suppliers and then reselling them to customers. Upon obtaining purchase orders, the medical devices segment instructs its warehouse agent to transfer ownership of products to customers. The transaction is normally completed within a short period of time, ranging from a few days to a month. The Company recognizes revenue from product sales when obligations under the terms of a contract with the customer are satisfied; generally, this occurs with the transfer of control of the goods to customers. (2) Wholesale pharmaceuticals The Company’s sales of wholesale pharmaceuticals are made mainly through Pusheng and Zhuoda. The wholesale pharmaceuticals business primarily involves purchasing wholesale pharmaceuticals from manufacturers and suppliers and then reselling them to customers. Upon obtaining purchase orders, the wholesale pharmaceutical segment instructs its warehouse agent to transfer ownership of products to customers. The transaction is normally completed within a short period of time, ranging from a few days to a month. The Company recognizes revenue from product sales when obligations under the terms of a contract with the customer are satisfied; generally, this occurs with the transfer of control of the goods to customers. (3) Medical services The medical service segment operates five hospitals. For outpatient services, the patient normally receives outpatient treatment which consists of various treatment components. Outpatient services generally consist of more than one performance obligation, including (i) provision of consultation services (ii) provision of medical care (procedures) and (iii) sale of pharmaceutical products. The medical service segment allocates the transaction price for each performance obligation on a relative stand-alone selling price basis. Revenues from both the (i) provision of consultation services (ii) provision of medical care (procedures and (iii) sale of pharmaceutical products for which service is rendered or pharmaceutical products is transferred at a point in time, is recognized when the service is rendered or pharmaceutical products transferred to customers, and the hospital has satisfied its performance obligations, with present right to payment and the collection of the consideration is certainty. For inpatient services, patients normally receive inpatient treatment which consists of various treatment components. Inpatient services generally consist of more than one performance obligation, including the (i) provision of inpatient healthcare services and (ii) sale of pharmaceutical products. The hospitals allocate the transaction price to each performance obligation on a relative stand-alone selling price basis. Revenues from provision of inpatient healthcare services is recognized over the service period when customers simultaneously receive the services and consume the benefits provided by the hospitals. Revenues from the sale of pharmaceutical products is recognized when the customer obtains the control of the completed services or pharmaceutical products, and the hospitals has satisfied its performance obligations, with present right to payment and the collection of the consideration is certain. (4) Pharmacy retail sales The physical pharmacies sell prescription drugs, over-the-counter (“OTC”) drugs, nutritional supplements, health foods, sundry products and medical devices. Revenue from sales of prescription medicine at drugstores is recognized when the prescription is filled and the customer picks up and pays for the prescription. Revenue from sales of other merchandise is recognized at the point of sale, which is when a customer pays for and receives the merchandise. Usually the merchandise, such as prescription and OTC drugs, are not refundable after the customers leaves the counter. Returns of other products, such as sundry products, are minimal. Sales of drugs reimbursed by the local government medical insurance agency and receivables from the agency are recognized when a customer pays for the drugs at a store. Based on historical experience, the pharmacy group reserves for potential losses from the denial of reimbursement for certain unqualified drugs by the government agency. |
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 for products which are obsolete or expired for sale, if any. Shipping and handling costs, associated with the distribution of finished products to customers, are borne by the customers. |
Comprehensive income | ● Comprehensive income ASC Topic 220, “Comprehensive Income”, |
Beneficial conversion feature | ● Beneficial conversion feature The Company evaluates the conversion feature to determine whether it was beneficial as described in ASC 470-20. The intrinsic value of a beneficial conversion feature inherent to a convertible note payable, which is not bifurcated and accounted for separately from the convertible notes payable and may not be settled in cash upon conversion, is treated as a discount to the convertible notes payable. This discount is amortized over the period from the date of issuance to the date the notes is due using the effective interest method. If the notes payable is retired prior to the end of their contractual term, the unamortized discount is expensed in the period of retirement to interest expense. In general, the beneficial conversion feature is measured by comparing the effective conversion price, after considering the relative fair value of detachable instruments included in the financing transaction, if any, to the fair value of the shares of common stock at the commitment date to be received upon conversion. |
Income taxes | ● Income taxes Income taxes are determined in accordance with the provisions of ASC Topic 740, “ Income Taxes ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts. For the nine months ended September 30, 2022, and 2021, the Company did not incur any interest or penalties associated with tax positions. As of September 30, 2022, the Company did not have any significant unrecognized uncertain tax positions. The Company conducts all 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 the Company’s products that are sold in the PRC are subject to a VAT on the gross sales price. The VAT rates range up to 13%, depending on the type of products sold. The VAT may be offset by VAT paid by the Company on its purchase activities of merchandises, raw materials, utilities, and other materials which cost was included in the cost of producing or acquiring its products for sales. The Company records a VAT payable net of payments if the VAT payable on the gross sales is larger than VAT paid by the Company on purchase of finished goods; on the other hand, the Company records a VAT deductible in the accompanying financial statements net of any VAT payable at the end of reporting period. |
Convertible promissory notes | ● Convertible promissory notes The Company records debt net of debt discount for beneficial conversion features and warrants, on a relative fair value basis. Beneficial conversion features are recorded pursuant to the Beneficial Conversion and Debt Topics of the FASB Accounting Standards Codification. The amounts allocated to warrants and beneficial conversion rights are recorded as debt discount and as additional paid-in-capital. Debt discount is amortized to interest expense over the life of the debt. |
Debt issuance costs and debt discounts | ● Debt issuance costs and debt discounts The Company may record debt issuance costs and/or debt discounts in connection with raising funds through the issuance of debt. These costs may be paid in the form of cash, or equity (such as warrants). These costs are amortized to interest expense through the maturity of the debt. If a conversion of the underlying debt occurs prior to maturity a proportionate share of the unamortized amounts is immediately expensed. |
Derivative instruments | ● Derivative instruments The Company has entered 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: September 30, September 30, Period-end RMB:US$1 exchange rate 7.0998 6.4854 Nine months end average RMB:US$1 exchange rate 6.6068 6.4714 |
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 approximates the carrying amount. The Company also follows the guidance of the ASC Topic 820-10, “ Fair Value Measurements and Disclosures ● Level 1: ● Level 2: ● Level 3: Fair value estimates are made at a specific point in time based on relevant market information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates. The carrying amount of cash, restricted cash, accounts receivable, other receivable, bank credit, accounts payable and other accounts payable approximate their fair value due to the short-term maturity of these instruments. |
Recent accounting pronouncements | ● Recent accounting pronouncements In June 2016, the FASB issued ASU No. 2016-13, “Measurement of Credit Losses on Financial Instruments (Topic 326)”, which significantly changes the way entities recognize impairment of many financial assets by requiring immediate recognition of estimated credit losses expected to occur over their remaining life, instead of when incurred. In November 2018, the FASB issued ASU No. 2018-19, “Codification Improvements to Topic 326, Financial Instruments—Credit Losses”, which amends Subtopic 326-20 (created by ASU No.2016-13) to explicitly state that operating lease receivables are not in the scope of Subtopic 326-20. Additionally, in April 2019, the FASB issued ASU No.2019-04, “Codification Improvements to Topic 326, Financial Instruments—Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments”, in May 2019, the FASB issued ASU No. 2019-05, “Financial Instruments—Credit Losses (Topic 326): Targeted Transition Relief”, and in November 2019, the FASB issued ASU No. 2019-10, “Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates”, and ASU No. 2019-11, “Codification Improvements to Topic 326, Financial Instruments—Credit Losses”, to provide further clarifications on certain aspects of ASU No. 2016-13 and to extend the nonpublic entity effective date of ASU No. 2016-13. The changes (as amended) are effective for the Company for annual and interim periods in fiscal years beginning after December 15, 2022, and the Company is in the process of evaluating the potential effect on its consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, “Intangibles — Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment,” which simplifies how an entity is required to test goodwill for impairment by eliminating step two from the goodwill impairment test. Step two of the goodwill impairment test measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with its carrying amount. As amended by ASU 2019-10, annual or interim goodwill impairment tests are performed in fiscal years beginning after December 15, 2022. We do not expect that the adoption of this guidance will have a material impact on our financial position, results of operations and cash flows. In August 2020, the FASB issued ASU No. 2020-06 (“ASU 2020-06”) “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity.” ASU 2020-06 will simplify the accounting for convertible instruments by reducing the number of accounting models for convertible debt instruments and convertible preferred stock. For public business entities, the amendments in ASU 2020-06 are effective for public entities which meet the definition of a smaller reporting company are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2023. The Company will adopt ASU 2020-06 effective January 1, 2024. Management is currently evaluating the effect of the adoption of ASU 2020-06 on the consolidated financial statements. The effect will largely depend on the composition and terms of the financial instruments at the time of adoption. Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s consolidated financial statements upon adoption. |
Organization and Business Bac_2
Organization and Business Background (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of major 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. The PRC, a limited liability company Investment holding 100 % Chongqing Guoyitang Hospital Co., Ltd. The PRC, a limited liability company Hospital in the PRC 100 % Chongqing Huzhongtang Healthy Technology Co., Ltd. The PRC, a limited liability company Wholesale distribution of generic drugs in the PRC 100 % Chaohu Zhongshan Minimally Invasive Hospital Co.,Ltd. The PRC, a limited liability company Hospital in the PRC 100 % Yunnan Yuxi Minkang Hospital Co., Ltd. The PRC, a limited liability company Hospital in the PRC 100 % Wuzhou Qiangsheng Hospital Co., Ltd. The PRC, a limited liability company Hospital in the PRC 100 % Suzhou Eurasia Hospital Co., Ltd. The PRC, a limited liability company Hospital in the PRC 100 % Bimai Hospital Management (Chongqing) Co. Ltd The PRC, a limited liability company Hospital management in the PRC 100 % Pusheng Pharmaceutical Co., Ltd The PRC, a limited liability company Wholesale distribution of generic drugs in the PRC 100 % Chongqing Zhuoda Pharmaceutical Co., Ltd(“Zhuoda”) The PRC, a limited liability company Wholesale distribution of generic drugs in the PRC 100 % Chongqing Qianmei Medical Devices Co., Ltd (“Qianmei”) The PRC, a limited liability company Wholesale distribution of medical devices in the PRC 100 % |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Schedule of expected useful lives | Items Expected useful lives Residual Building 20 years 5 % Office equipment 3 years 5 % Electronic equipment 3 years 5 % Furniture 5 years 5 % Medical equipment 10 years 5 % Vehicles 4 years 5 % Leasehold improvements Shorter of lease term or useful life 5 % |
Schedule of intangible assets estimated useful lives | Expected Software 10 years |
Schedule of exchange rates | September 30, September 30, Period-end RMB:US$1 exchange rate 7.0998 6.4854 Nine months end average RMB:US$1 exchange rate 6.6068 6.4714 |
The Acquisition of the Guanza_2
The Acquisition of the Guanzan Group (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
The Acquisition Of The Guanzan Group [Abstract] | |
Schedule of identified assets acquired and liabilities | The value of the shares issued on March 12, 2020 2,717,000 The value of the shares issued on November 30, 2020 839,000 The value of the shares issued on August 27, 2021 3,818,000 Total consideration $ 7,374,000 |
The Acquisition of the Gyoyit_2
The Acquisition of the Gyoyitang Hospital (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
The Acquisition of the Guoyitang Hospital [Abstract] | |
Schedule of identified assets acquired and liabilities | Items Amount Assets Cash $ 28,457 Accounts receivable, net 11,797 Advances to suppliers 12,670 Amount due from related parties 41,598 Inventories, net 167,440 Prepayments and other receivables 61,102 Property, plant and equipment, net 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) | 9 Months Ended |
Sep. 30, 2022 | |
Zhongshan Acquisition [Member] | |
The Acquisition of the Zhongshan Hospital Table [Abstract] | |
Schedule of identified assets acquired and liabilities assumed pursuant to the Zhongshan Acquisition | Items Amount Assets Cash $ 46,748 Accounts receivable, net 92,900 Inventories, net 108,413 Prepayments and other receivables 432,231 Property, plant and equipment, net 344,208 Right-of-use asset 1,188,693 Goodwill 10,443,494 Liabilities Short-term loans (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) | 9 Months Ended |
Sep. 30, 2022 | |
Qiangsheng, Eurasia and Minkang Acquisition [Member] | |
The Acquisition Of The Qiangsheng, Eurasia And Minkang Hospitals Table [Abstract] | |
Schedule of identified assets acquired and liabilities | 7. THE ACQUISITION OF THE QIANGSHENG, EURASIA AND MINKANG HOSPITALS Items Amount Assets Cash $ 12,341 Accounts receivable, net 41,836 Inventories, net 156,576 Advances and other receivables 40,620 Property, plant and equipment, net 653,104 Right of use assets 2,168,709 Goodwill 9,067,529 Liabilities Accounts payable, trade (355,980 ) Advances from customers (36,798 ) Taxes payable (345,870 ) Other payables and accrued liabilities (311,174 ) Lease liability-current (365,788 ) Lease liability-non-current (1,988,195 ) Total net assets $ 8,736,910 |
The Acquisition of Zhuoda (Tabl
The Acquisition of Zhuoda (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Zhuoda Acquisition [Member] | |
The Acquisition of Zhuoda (Tables) [Line Items] | |
Schedule of identified assets acquired and liabilities | Items Amount Assets Cash $ 102,350 Accounts receivable, net 804,083 Inventories, net 131,456 Advances and other receivables 886,370 Property, plant and equipment, net 6,579 Right of use assets 17,160 Goodwill 924,740 Liabilities Short-term loans (773,737 ) Accounts payable, trade (56,887 ) Advances from customers (3,778 ) Taxes payable (24,787 ) Other payables and accrued liabilities (493,868 ) Lease liability-current (7,217 ) Lease liability-non-current (14,265 ) Total net assets $ 1,498,199 |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Schedule of Accounts Receivable [Abstract] | |
Schedule of accounts receivable | September 30, December 31, Accounts receivable, cost $ 7,381,356 $ 7,327,587 Less: allowance for doubtful accounts (288,767 ) (322,145 ) Accounts receivable, net $ 7,092,589 $ 7,005,442 |
Advances to Suppliers (Tables)
Advances to Suppliers (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Advances to Suppliers [Abstract] | |
Schedule of advances to suppliers | September 30, December 31, Advances to suppliers, cost $ 4,460,024 $ 3,163,836 Advances to suppliers, net $ 4,460,024 $ 3,163,836 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Schedule of Inventories [Abstract] | |
Schedule of inventories | 11. INVENTORIES September 30, December 31, Pharmaceuticals $ 978,440 $ 2,395,824 Medical devices 344,554 347,237 Less: allowance for obsolete and expired inventory (92,655 ) (103,178 ) Inventories, net $ 1,230,339 $ 2,639,883 |
Prepayments and Other Receiva_2
Prepayments and Other Receivables (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Schedule of prepayments and other receivables [Abstract] | |
Schedule of prepayments and other receivables | September 30, December31, Deposit for rental $ 160,711 $ 63,021 Deposit for online platform use-rights 14,085 - Prepaid expenses and improvements of offices 55,052 293,933 Deposit for purchase of medical devices 162,272 Deferred offering cost 794,444 1,227,778 Deposit for sales platform 22,127 - Other receivables 1,799,346 766,197 Others 225,739 605,234 Less: allowance for doubtful accounts (23,420 ) (26,080 ) Prepayments and other receivables $ 3,210,356 2,930,083 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property, plant and equipment | September 30, December 31, Building $ 735,253 $ 818,757 Office equipment 395,924 440,890 Electronic equipment 1,384,533 1,541,777 Furniture 54,250 60,411 Vehicle 206,681 220,430 Medical equipment 2,187,470 2,431,240 Leasehold improvements 1,700,655 1,928,538 Total 6,664,766 7,442,043 Less: accumulated depreciation (3,780,646 ) (3,920,642 ) Property, plant and equipment, net $ 2,884,120 $ 3,521,401 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Intangible Assets Table [Abstract] | |
Schedule of intangible assets | September 30, December 31, Software $ 19,303 $ 21,495 Less: accumulated amortization (3,429 ) (3,456 ) Intangible assets, net $ 15,874 $ 18,039 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Schedule of lease liability maturities [Abstract] | |
Schedule of operating leases | September 30, December 31, Operating Lease Assets Operating lease $ 3,976,697 $ 4,845,509 Total operating lease assets $ 3,976,697 $ 4,845,509 Operating Lease Obligations Current operating lease liabilities $ 836,871 954,182 Non-current operating lease liabilities $ 3,418,873 4,161,789 Total Lease Liabilities $ 4,255,744 5,115,971 |
Schedule of lease liability maturities | September 30, 2023 998,042 2024 895,645 2025 847,209 2026 779,179 2027 and thereafter 1,753,634 Total minimum lease payments 5,273,709 Less: Amount representing interest (1,017,965 ) Total 4,255,744 |
Goodwill (Tables)
Goodwill (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Schedule of changes in the carrying amount of goodwill [Abstract] | |
Schedule of carrying amount of goodwill | September 30, December 31, 2022 2021 Beginning balance $ 8,376,217 $ 6,914,232 Addition during the year - 27,590,156 Impairment during the year - (26,128,171 ) Goodwill $ 8,376,217 $ 8,376,217 |
Loans (Tables)
Loans (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Loans [Abstract] | |
Schedule of short-term loans | September 30, December 31, Construction Bank of China $ 326,262 $ 544,630 Wuhu Yangzi Rural Commercial Bank 211,274 235,268 Industrial and Commercial Bank of China 42,255 94,107 Agricultural Bank of China - 156,846 China Minsheng Bank 112,679 - Postal Savings Bank of China 690,160 768,543 Total $ 1,382,630 $ 1,799,394 |
Schedule of long-term loans | September 30, December 31, Standard Chartered Bank $ 11,921 $ 68,723 China Minsheng Bank - 125,476 Construction bank of China - 33,565 Chongwing Nan’an Zhongyin Fuden Village Bank Co. Ltd. - 116,974 We Bank 575,636 562,455 China Construction Bank Chongqing Zhongxian Sub-branch 70,695 - Subtotal of long-term loans 658,252 907,193 Less: current portion (183,203 ) (369,187 ) Long-term loans – noncurrent portion $ 475,049 $ 538,006 |
Convertible Promissory Notes _2
Convertible Promissory Notes and Embedded Derivative Instructions (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Convertible Promissory Notes and Embedded Derivative Instructions [Abstract] | |
Schedule of additional paid-in capital | September 30, December 31, Convertible note – principal $ 7,800,000 $ 7,800,000 Convertible note – discount (1,479,925 ) (2,588,840 ) Total $ 6,320,075 $ 5,211,160 |
Schedule of assumptions used in the Black-Scholes option pricing model | September 30, December 31, Dividend yield $ 0 % $ 0 % Expected volatility 171 % 171 % Risk free interest rate 0.87 % 0.87 % Expected life (year) 0.42 1.42 |
Other Payables and Accrued Li_2
Other Payables and Accrued Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Other Payables and Accrued Liabilities [Abstract] | |
Schedule of other payables and accrued liabilities | September 30, December 31, Salary payable $ 686,062 $ 947,911 Salary payable – related party (1) 1,653,333 1,005,832 Accrued operating expenses (900 ) 175,215 Other payables 1,121,685 953,959 Long-term payable 102,879 - Total $ 3,563,059 $ 3,082,917 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Net Loss Per Share [Abstract] | |
Schedule of basic and diluted net loss per share | For the nine months ended 2022 2021 Total net loss attributable to common shareholders $ (10,945,797 ) $ (5,396,789 ) Weighted average common shares outstanding – Basic and diluted 16,816,256 22,864,269 Loss per shares – basic and diluted: $ (0.65 ) $ (0.23 ) |
Segments (Tables)
Segments (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Schedule of reported segment profit or loss | For nine months ended Retail Medical Drugs Medical Others Total Revenues from external customers $ 618,582 $ 3,404,533 $ 8,956,141 $ 4,282,695 $ - $ 17,261,951 Cost of revenues $ 72,834 $ 2,923,017 $ 8,035,938 $ 1,950,611 $ 10,905 $ 12,993,304 Depreciation, depletion, and amortization expense $ 15,057 $ 35,552 $ 254 $ 79,054 $ 9,027 $ 138,944 Loss $ (291,705 ) $ (145,570 ) $ (1,142,654 ) $ (733,892 ) $ (8,287,238 ) $ (10,601,059 ) Total assets $ 405,101 $ 3,626,761 $ 7,654,393 $ 6,604,159 $ 14,712,961 $ 33,003,374 For nine months ended Retail Medical Drugs Medical Others Total Revenues from external customers $ 375,045 $ 2,524,777 $ 14,978,955 $ 6,694,510 $ 629,198 $ 25,202,485 Cost of revenues $ 295,059 $ 1,831,089 $ 14,598,512 $ 3,334,306 $ 557,313 $ 20,616,279 Depreciation, depletion, and amortization expense $ 15,521 $ 23,683 $ 1,638 $ 205,317 $ 176 $ 246,335 Profit (loss) $ (463,211 ) $ 158,908 $ 152,044 $ 787,515 $ (5,911,497 ) $ (5,276,241 ) Total assets $ 287,074 $ 6,075,980 $ 18,774,282 $ 8,651,014 $ 30,497,860 $ 64,286,210 |
Schedule of reportable segment revenues, profit or loss, and assets | >>Revenues Nine months Total revenues from reportable segments $ 17,813,544 Other revenues - Elimination of intersegments revenues (551,593 ) Total consolidated revenues $ 17,261,951 >> Profit or loss Total loss from reportable segments $ (2,313,821 ) Elimination of intersegments profit or loss (565,433 ) Unallocated amount: Amortization of discount of convertible notes (1,542,248 ) Other corporation expense (6,179,554 ) Total net loss $ (10,601,057 ) >>Assets Total assets from reportable segments $ 41,598,014 Elimination of intersegments receivables (14,524,848 ) Unallocated amount: Other unallocated assets – Phenix Bio Inc - Other unallocated assets – Xinrongxin 4,087 Other unallocated assets – Liaoning Boyi 30,070 Other unallocated assets – Dalian Boyi 3,762 Other unallocated assets – Chongqing Bimai 1,142,687 Other unallocated assets – BIMI 4,749,603 Total consolidated assets $ 33,003,375 >>Revenues Nine months Total revenues from reportable segments $ 27,424,812 Other revenues 629,198 Elimination of intersegments revenues (2,851,525 ) Total consolidated revenues $ 25,202,485 >> Profit or loss Total loss from reportable segments $ (1,303,167) Elimination of intersegments profit or loss (667,910) Unallocated amount: Amortization of discount of convertible notes (2,639,374 ) Other corporation expense (665,790 ) Total net loss $ (5,276,241 ) >>Assets Total assets from reportable segments $ 49,176,982 Elimination of intersegments receivables (14,180,718 ) Unallocated amount: Other unallocated assets – Xinrongxin 12,386,406 Other unallocated assets – Liaoning Boyi 177,335 Other unallocated assets – Dalian Boyi 21,841 Other unallocated assets – Chongqing Bimai 12,058,313 Other unallocated assets – BIMI 4,646,051 Total consolidated assets $ 64,286,210 |
Entity-Wide Information and C_2
Entity-Wide Information and Concentrations of Risk (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Entity-Wide Information and Concentrations of Risk [Abstract] | |
Schedule of revenues for each type of products and services | For the nine months ended 2022 2021 Medical devices wholesale $ 3,404,533 $ 2,524,777 Medical services 4,282,695 6 ,694,510 Pharmaceutical wholesale 8,956,141 14,978,955 Pharmacy retail 618,582 375,045 Other - 629,198 Total $ 17,261,951 $ 25,202,485 |
Schedule of purchases and its outstanding balances | For the nine months ended Vendors Segment Purchases Percentage of Vendor A Medicines $ 2,152,995 17 % Vendor B Medical devices $ 1,903,776 15 % |
Organization and Business Bac_3
Organization and Business Background (Details) | Jun. 09, 2022 | Sep. 10, 2021 | Dec. 09, 2020 | Mar. 18, 2020 | Oct. 14, 2019 |
Organization and Business Background (Details) [Line Items] | |||||
Ownership, description | On June 9, 2022, the Company entered into a stock purchase agreement the Chairman of the Board of the Company, Mr. Fnu Oudom, whereby Mr. Oudom agreed to purchase 12,500,000 shares of Common Stock for $5 million, or $0.40 per share (the “Chairman’s Shares”), subject to the approval of the stockholders of the Company. The purchase price per share reflects a 9% discount to the five-day average closing price of the Common Stock on NASDAQ before signing the SPA (the closing price of the Common Stock on Nasdaq on such date was $0.52). On June 9, 2022, Mr. Oudom provided the Company with $5 million as interim financing in consideration for the issuance of a $5 million subordinated promissory note (the “Chairman’s Note”), bearing no interest, which will become due and payable immediately if the sale of the Chairman’s Shares is not approved by the Company’s stockholders. | ||||
Chongqing Guoyitang Hospital [Member] | |||||
Organization and Business Background (Details) [Line Items] | |||||
Equity interest rate | 100% | ||||
Lasting Wisdom Holdings Limited [Member] | |||||
Organization and Business Background (Details) [Line Items] | |||||
Equity interest rate | 100% | ||||
Beijing Xinrongxin Industrial Development Co., Ltd. [Member] | |||||
Organization and Business Background (Details) [Line Items] | |||||
Equity interest rate | 100% | ||||
Dalian Boyi Technology Co., Ltd(“Dalian Boyi”) [Member] | |||||
Organization and Business Background (Details) [Line Items] | |||||
Equity interest rate | 100% | ||||
Chongqing Guanzan Technology Co., Ltd. [Member] | |||||
Organization and Business Background (Details) [Line Items] | |||||
Equity interest rate | 100% | ||||
Chongqing Shude Pharmaceutical Co., Ltd [Member] | |||||
Organization and Business Background (Details) [Line Items] | |||||
Equity interest rate | 80% | ||||
Chongqing Lijiantang Pharmaceutical Co. Ltd., [Member] | |||||
Organization and Business Background (Details) [Line Items] | |||||
Equity interest rate | 100% | ||||
Chongqing Zhuoda Pharmaceutical Co., Ltd(“Zhuoda”) [Member] | |||||
Organization and Business Background (Details) [Line Items] | |||||
Equity interest rate | 100% |
Organization and Business Bac_4
Organization and Business Background (Details) - Schedule of major subsidiaries | 9 Months Ended |
Sep. 30, 2022 | |
Lasting Wisdom Holdings Limited (“Lasting”) [Member] | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
Place of incorporation and kind of legal entity | British Virgin Island, a limited liability company |
Principal activities and place of operation | Investment holding |
Effective interest held | 100% |
Pukung Limited (“Pukung”) [Member] | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
Place of incorporation and kind of legal entity | Hong Kong, a limited liability company |
Principal activities and place of operation | Investment holding |
Effective interest held | 100% |
Beijing Xinrongxin Industrial Development Co., Ltd. (“Xinrongxin”) [Member] | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
Place of incorporation and kind of legal entity | The PRC, a limited liability company |
Principal activities and place of operation | Investment holding |
Effective interest held | 100% |
Boyi (Liaoning) Technology Co., Ltd (“Liaoning Boyi”) [Member] | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
Place of incorporation and kind of legal entity | The PRC, a limited liability company |
Principal activities and place of operation | IT Technology service research and development |
Effective interest held | 100% |
Dalian Boyi Technology Co., Ltd (“Dalian Boyi”) [Member] | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
Place of incorporation and kind of legal entity | The PRC, a limited liability company |
Principal activities and place of operation | IT Technology service research and development |
Effective interest held | 100% |
Chongqing Guanzan Technology Co., Ltd. (“Guanzan”) [Member] | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
Place of incorporation and kind of legal entity | The PRC, a limited liability company |
Principal activities and place of operation | Wholesale distribution of medical devices in the PRC |
Effective interest held | 100% |
Chongqing Shude Pharmaceutical Co., Ltd.(“Shude”) [Member] | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
Place of incorporation and kind of legal entity | The PRC, a limited liability company |
Principal activities and place of operation | Wholesale distribution of generic drugs in the PRC |
Effective interest held | 95% |
Chongqing Lijiantang Pharmaceutical Co., Ltd.(“Lijiantang”) [Member] | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
Place of incorporation and kind of legal entity | The PRC, a limited liability company |
Principal activities and place of operation | Wholesale distribution of generic drugs in the PRC |
Effective interest held | 100% |
Bimai Pharmaceutical (Chongqing) Co., Ltd. [Member] | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
Place of incorporation and kind of legal entity | The PRC, a limited liability company |
Principal activities and place of operation | Investment holding |
Effective interest held | 100% |
Chongqing Guoyitang Hospital Co., Ltd. [Member] | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
Place of incorporation and kind of legal entity | The PRC, a limited liability company |
Principal activities and place of operation | Hospital in the PRC |
Effective interest held | 100% |
Chongqing Huzhongtang Healthy Technology Co., Ltd. [Member] | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
Place of incorporation and kind of legal entity | The PRC, a limited liability company |
Principal activities and place of operation | Wholesale distribution of generic drugs in the PRC |
Effective interest held | 100% |
Chaohu Zhongshan Minimally Invasive Hospital Co.,Ltd.[Member] | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
Place of incorporation and kind of legal entity | The PRC, a limited liability company |
Principal activities and place of operation | Hospital in the PRC |
Effective interest held | 100% |
Yunnan Yuxi Minkang Hospital Co., Ltd. [Member] | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
Place of incorporation and kind of legal entity | The PRC, a limited liability company |
Principal activities and place of operation | Hospital in the PRC |
Effective interest held | 100% |
Wuzhou Qiangsheng Hospital Co., Ltd. [Member] | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
Place of incorporation and kind of legal entity | The PRC, a limited liability company |
Principal activities and place of operation | Hospital in the PRC |
Effective interest held | 100% |
Suzhou Eurasia Hospital Co., Ltd. [Member] | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
Place of incorporation and kind of legal entity | The PRC, a limited liability company |
Principal activities and place of operation | Hospital in the PRC |
Effective interest held | 100% |
Bimai Hospital Management (Chongqing) Co. Ltd [Member] | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
Place of incorporation and kind of legal entity | The PRC, a limited liability company |
Principal activities and place of operation | Hospital management in the PRC |
Effective interest held | 100% |
Pusheng Pharmaceutical Co., Ltd [Member] | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
Place of incorporation and kind of legal entity | The PRC, a limited liability company |
Principal activities and place of operation | Wholesale distribution of generic drugs in the PRC |
Effective interest held | 100% |
Chongqing Zhuoda Pharmaceutical Co., Ltd(“Zhuoda”) [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% |
Chongqing Qianmei Medical Devices Co., Ltd (“Qianmei”) [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% |
Going Concern Uncertainties (De
Going Concern Uncertainties (Details) - USD ($) | Sep. 30, 2022 | Sep. 30, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Net losses incurred | $ 10,533,868 | $ 5,276,241 |
Accumulated deficit | $ 59,300,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Allowance for doubtful accounts | $ 288,767 | $ 322,145 |
Allowance for obsolete inventories | 92,655 | 103,178 |
Goodwill impairment | 26,128,171 | |
Income tax benefit percentage | 50% | |
VAT rates percentage | 13% | |
Number of reportable segments | 4 | |
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 | |
Suppliers [Member] | ||
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Allowance for doubtful accounts |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of expected useful lives | 9 Months Ended |
Sep. 30, 2022 | |
Building [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of expected useful lives [Line Items] | |
Expected useful lives | 20 years |
Residual value | 5% |
Office Equipment [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of expected useful lives [Line Items] | |
Expected useful lives | 3 years |
Residual value | 5% |
Electronic equipment [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of expected useful lives [Line Items] | |
Expected useful lives | 3 years |
Residual value | 5% |
Furniture [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of expected useful lives [Line Items] | |
Expected useful lives | 5 years |
Residual value | 5% |
Medical equipment [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of expected useful lives [Line Items] | |
Expected useful lives | 10 years |
Residual value | 5% |
Vehicles [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of expected useful lives [Line Items] | |
Expected useful lives | 4 years |
Residual value | 5% |
Leasehold Improvement [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of expected useful lives [Line Items] | |
Expected useful lives | Shorter of lease term or useful life |
Residual value | 5% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of intangible assets estimated useful lives | 9 Months Ended |
Sep. 30, 2022 | |
Software [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of intangible assets estimated useful lives [Line Items] | |
Expected useful lives | 10 years |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - Schedule of exchange rates | Sep. 30, 2022 | Sep. 30, 2021 |
Schedule Of Exchange Rates Abstract | ||
Period-end RMB:US$1 exchange rate | 7.0998 | 6.4854 |
Nine months end average RMB:US$1 exchange rate | 6.6068 | 6.4714 |
The Acquisition of the Guanza_3
The Acquisition of the Guanzan Group (Details) | 1 Months Ended | 9 Months Ended | |||||||||
Aug. 27, 2021 shares | Mar. 18, 2020 | Sep. 30, 2022 USD ($) shares | Sep. 30, 2022 CNY (¥) shares | Jul. 18, 2022 shares | Jun. 09, 2022 shares | Oct. 28, 2021 shares | Apr. 09, 2021 | Nov. 30, 2020 shares | Nov. 20, 2020 $ / shares | Nov. 20, 2020 CNY (¥) | |
The Acquisition of the Guanzan Group (Details) [Line Items] | |||||||||||
Payments to purchase of shares (in Dollars) | $ | $ 10,569,515 | ||||||||||
Shares of common stock (in Shares) | shares | 12,500,000 | 1,000,000 | 1,000,000 | ||||||||
Non-controlling interests (in Dollars) | $ | $ 46,295 | ||||||||||
Non controlling equity interest Percentage | 20% | 20% | |||||||||
Minimum [Member] | |||||||||||
The Acquisition of the Guanzan Group (Details) [Line Items] | |||||||||||
Percentage of equity interest | 80% | ||||||||||
Maximum [Member] | |||||||||||
The Acquisition of the Guanzan Group (Details) [Line Items] | |||||||||||
Percentage of equity interest | 95.20% | ||||||||||
Prepayment Agreement [Member] | |||||||||||
The Acquisition of the Guanzan Group (Details) [Line Items] | |||||||||||
Cash consideration amount (in Yuan Renminbi) | ¥ | ¥ 20,000,000 | ||||||||||
Common Stock valued price (in Dollars per share) | $ / shares | $ 15 | ||||||||||
Shares of common stock (in Shares) | shares | 200,000 | ||||||||||
Shares issued payment (in Shares) | shares | 920,000 | ||||||||||
Gunazan [Member] | |||||||||||
The Acquisition of the Guanzan Group (Details) [Line Items] | |||||||||||
Outstanding shares (in Yuan Renminbi) | ¥ | ¥ 100,000,000 | ||||||||||
Payments to purchase of shares (in Dollars) | $ | $ 14,285,714 | ||||||||||
Shares issued (in Shares) | shares | 190,000 | 190,000 | |||||||||
Payment (in Yuan Renminbi) | ¥ | ¥ 80,000,000 | ||||||||||
Cash (in Dollars) | $ | $ 11,428,571 | ||||||||||
Stock consideration | 100% |
The Acquisition of the Guanza_4
The Acquisition of the Guanzan Group (Details) - Schedule of identified assets acquired and liabilities | 1 Months Ended |
Nov. 20, 2020 USD ($) | |
Business Acquisition [Line Items] | |
Total consideration | $ 7,374,000 |
March 12, 2020 [Member] | |
Business Acquisition [Line Items] | |
Total consideration | 2,717,000 |
November 30, 2020 [Member] | |
Business Acquisition [Line Items] | |
Total consideration | 839,000 |
August 27, 2021 [Member] | |
Business Acquisition [Line Items] | |
Total consideration | $ 3,818,000 |
The Acquisition of the Gyoyit_3
The Acquisition of the Gyoyitang Hospital (Details) - Guoyitang Hospital [Member] | Dec. 09, 2020 USD ($) shares | Dec. 09, 2020 CNY (¥) shares |
The Acquisition of the Gyoyitang Hospital (Details) [Line Items] | ||
Aggregate purchase price | $ 15,251,807 | ¥ 100,000,000 |
Shares of common stock | 400,000 | 400,000 |
Consideration for purchase | $ 3,096,119 | ¥ 20,000,000 |
Balance of purchase price | $ 6,100,723 | ¥ 40,000,000 |
The Acquisition of the Gyoyit_4
The Acquisition of the Gyoyitang Hospital (Details) - Schedule of identified assets acquired and liabilities - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 | Feb. 02, 2021 |
Assets | |||
Cash | $ 28,457 | ||
Accounts receivable, net | 11,797 | ||
Advances to suppliers | 12,670 | ||
Amount due from related parties | 41,598 | ||
Inventories, net | $ 1,230,339 | $ 2,639,883 | 167,440 |
Prepayments and other receivables | 61,102 | ||
Property, plant and equipment, net | 2,884,120 | 3,521,401 | 528,814 |
Right-of-use asset | $ 3,976,697 | $ 4,845,509 | 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 | On December 15, 2020, the Company entered into an agreement to acquire Zhongshan Hospital, a private hospital in the east region of China with 65 hospital beds. Zhongshan Hospital is a general hospital known for its complex minimally invasive surgeries. Pursuant to the agreement, the Company agreed to purchase all the issued and outstanding equity interests in Zhongshan Hospital in consideration of approximately $18,515,661 (RMB 120,000,000). As partial consideration, approximately $6,100,723 (RMB 40,000,000) was paid in cash at the closing and 400,000 shares of Common Stock were issued on February 2021. The balance of the purchase price of approximately $6,100,723 (RMB 40,000,000) was subject to post-closing adjustments based on the performance of Zhongshan Hospital in 2021 and 2022. |
The Acquisition of the Zhongs_4
The Acquisition of the Zhongshan Hospital (Details) - Schedule of identified assets acquired and liabilities assumed pursuant to the Zhongshan Acquisition - Zhongshan Acquisition [Member] | Feb. 05, 2021 USD ($) |
Assets | |
Cash | $ 46,748 |
Accounts receivable, net | 92,900 |
Inventories, net | 108,413 |
Prepayments and other receivables | 432,231 |
Property, plant and equipment, net | 344,208 |
Right-of-use asset | 1,188,693 |
Goodwill | 10,443,494 |
Liabilities | |
Short-term loans | (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] | |
Acquisition, 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 800,000 shares of Common Stock, the value of which was agreed to be RMB 78 million or $12 million and the payment of RMB 84,000,000 (approximately $13,008,734) in cash. The first payment of RMB 20,000,000 (approximately $3,097,317) was made at the closing on May 6, 2021. The second and third payments of RMB 64,000,000 (approximately $9,911,416) were subject to post-closing adjustments based on the performance of the three hospitals in 2021 and 2022. The sellers had the right to receive the second and third payments in the form of the shares of Common Stock valued at $15.00 per share or in cash. |
The Acquisition of the Qiangs_4
The Acquisition of the Qiangsheng, Eurasia and Minkang Hospitals (Details) - Schedule of identified assets acquired and liabilities | May 06, 2022 USD ($) |
Assets | |
Cash | $ 12,341 |
Accounts receivable, net | 41,836 |
Inventories, net | 156,576 |
Advances and other receivables | 40,620 |
Property, plant and equipment, net | 653,104 |
Right of use assets | 2,168,709 |
Goodwill | 9,067,529 |
Liabilities | |
Accounts payable, trade | (355,980) |
Advances from customers | (36,798) |
Taxes payable | (345,870) |
Other payables and accrued liabilities | (311,174) |
Lease liability-current | (365,788) |
Lease liability-non current | (1,988,195) |
Total net assets | $ 8,736,910 |
The Acquisition of Zhuoda (Deta
The Acquisition of Zhuoda (Details) | Sep. 10, 2021 |
Zhuoda [Member] | |
The Acquisition of Zhuoda (Details) [Line Items] | |
Pursuant to the agreement, description | Pursuant to the agreement, Guanzan agreed to purchase all the issued and outstanding equity interests in Zhuoda in consideration of $11,400,000 (RMB 75,240,000). The entire purchase consideration was payable in shares of Common Stock. At the closing on September 22, 2021, 440,000 shares of Common Stock valued at RMB 43,560,000, or $15.00 per share (approximately $6,600,000) was issued as partial consideration for the purchase. The remainder of the purchase price of approximately $4,800,000 (RMB 31,680,000), is subject to post-closing adjustments based on the performance of Zhuoda in 2022 and 2023. The transaction closed on October 8, 2021. |
The Acquisition of Zhuoda (De_2
The Acquisition of Zhuoda (Details) - Schedule of identified assets acquired and liabilities - Zhuoda Acquisition [Member] | Oct. 08, 2021 USD ($) |
Assets | |
Cash | $ 102,350 |
Accounts receivable, net | 804,083 |
Inventories, net | 131,456 |
Advances and other receivables | 886,370 |
Property, plant and equipment, net | 6,579 |
Right of use assets | 17,160 |
Goodwill | 924,740 |
Liabilities | |
Short-term loans | (773,737) |
Accounts payable, trade | (56,887) |
Advances from customers | (3,778) |
Taxes payable | (24,787) |
Other payables and accrued liabilities | (493,868) |
Lease liability-current | (7,217) |
Lease liability-non current | (14,265) |
Total net assets | $ 1,498,199 |
Accounts Receivable (Details)
Accounts Receivable (Details) | Sep. 30, 2022 USD ($) |
Accounts Receivable [Abstract] | |
Allowance reversed | $ 561 |
Accounts Receivable (Details) -
Accounts Receivable (Details) - Schedule of accounts receivable - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Schedule Of Accounts Receivable Abstract | ||
Accounts receivable, cost | $ 7,381,356 | $ 7,327,587 |
Less: allowance for doubtful accounts | (288,767) | (322,145) |
Accounts receivable, net | $ 7,092,589 | $ 7,005,442 |
Advances to Suppliers (Details)
Advances to Suppliers (Details) - Schedule of advances to suppliers - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Schedule Of Advances To Suppliers Abstract | ||
Advances to suppliers, cost | $ 4,460,024 | $ 3,163,836 |
Advances to suppliers, net | $ 4,460,024 | $ 3,163,836 |
Inventories (Details)
Inventories (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Inventory Disclosure [Abstract] | ||
Accrued allowances | $ 92,655 | $ 103,178 |
Inventories (Details) - Schedul
Inventories (Details) - Schedule of Inventories - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 | Feb. 02, 2021 |
Schedule Of Inventories Abstract | |||
Pharmaceuticals | $ 978,440 | $ 2,395,824 | |
Medical devices | 344,554 | 347,237 | |
Less: allowance for obsolete and expired inventory | (92,655) | (103,178) | |
Inventories, net | $ 1,230,339 | $ 2,639,883 | $ 167,440 |
Prepayments and Other Receiva_3
Prepayments and Other Receivables (Details) - Schedule of prepayments and other receivables - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Schedule Of Prepayments And Other Receivables Abstract | ||
Deposit for rental | $ 160,711 | $ 63,021 |
Deposit for online platform use-rights | 14,085 | |
Prepaid expenses and improvements of offices | 55,052 | 293,933 |
Deposit for purchase of medical devices | 162,272 | |
Deferred offering cost | 794,444 | 1,227,778 |
Deposit for sales platform | 22,127 | |
Other receivables | 1,799,346 | 766,197 |
Others | 225,739 | 605,234 |
Less: allowance for doubtful accounts | (23,420) | (26,080) |
Prepayments and other receivables | $ 3,210,356 | $ 2,930,083 |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details) - USD ($) | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation expense | $ 157,646 | $ 175,749 | |
Fixed assets-cost and accumulated depreciation | $ 2,886,649 | $ 3,521,401 |
Property, Plant and Equipment_3
Property, Plant and Equipment (Details) - Schedule of property, plant and equipment - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 6,664,766 | $ 7,442,043 |
Less: accumulated depreciation | (3,780,646) | (3,920,642) |
Property, plant and equipment, net | 2,884,120 | 3,521,401 |
Buildings [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 735,253 | 818,757 |
Office equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 395,924 | 440,890 |
Electronic equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 1,384,533 | 1,541,777 |
Furniture [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 54,250 | 60,411 |
Vehicle [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 206,681 | 220,430 |
Medical equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 2,187,470 | 2,431,240 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 1,700,655 | $ 1,928,538 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 3,429 | $ 3,456 |
Intangible Assets (Details) - S
Intangible Assets (Details) - Schedule of intangible assets - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Schedule Of Intangible Assets Abstract | ||
Software | $ 19,303 | $ 21,495 |
Less: accumulated amortization | (3,429) | (3,456) |
Intangible assets, net | $ 15,874 | $ 18,039 |
Leases (Details) - Schedule of
Leases (Details) - Schedule of operating leases - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Operating Lease Assets | ||
Operating lease | $ 3,976,697 | $ 4,845,509 |
Total operating lease assets | 3,976,697 | 4,845,509 |
Operating Lease Obligations | ||
Current operating lease liabilities | 836,871 | 954,182 |
Non-current operating lease liabilities | 3,418,873 | 4,161,789 |
Total Lease Liabilities | $ 4,255,744 | $ 5,115,971 |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of lease liability maturities | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Schedule Of Lease Liability Maturities Abstract | |
2023 | $ 998,042 |
2024 | 895,645 |
2025 | 847,209 |
2026 | 779,179 |
2027 and thereafter | 1,753,634 |
Total minimum lease payments | 5,273,709 |
Less: Amount representing interest | (1,017,965) |
Total | $ 4,255,744 |
Goodwill (Details)
Goodwill (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Goodwill (Details) [Line Items] | ||
Goodwill | $ 8,376,217 | $ 8,376,217 |
Impairment losses | ||
Guanzan Acquisition [Member] | ||
Goodwill (Details) [Line Items] | ||
Goodwill associated with acquisition | 6,914,232 | |
Guoyitang Acquisition [Member] | ||
Goodwill (Details) [Line Items] | ||
Goodwill acquired during period | 7,154,393 | |
Zhongshan Acquisition [Member] | ||
Goodwill (Details) [Line Items] | ||
Goodwill acquired during period | 10,443,494 | |
Minkang, Qiangsheng and Eurasia [Member] | ||
Goodwill (Details) [Line Items] | ||
Goodwill acquired during period | 9,067,529 | |
Zhuoda [Member] | ||
Goodwill (Details) [Line Items] | ||
Goodwill acquired during period | $ 924,740 |
Goodwill (Details) - Schedule o
Goodwill (Details) - Schedule of carrying amount of goodwill - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Schedule Of Carrying Amount Of Goodwill Abstract | ||
Beginning balance | $ 8,376,217 | $ 6,914,232 |
Addition during the year | 27,590,156 | |
Impairment during the year | (26,128,171) | |
Goodwill | $ 8,376,217 | $ 8,376,217 |
Loans (Details)
Loans (Details) - USD ($) | 9 Months Ended | |||||||||||||||||||||||||||||||
Sep. 30, 2022 | Sep. 30, 2021 | Mar. 26, 2024 | Feb. 24, 2024 | Sep. 26, 2023 | Jul. 27, 2023 | Jul. 26, 2023 | Mar. 17, 2023 | Jan. 02, 2023 | Dec. 31, 2022 | Dec. 30, 2022 | Dec. 26, 2022 | Dec. 10, 2022 | Dec. 02, 2022 | Nov. 30, 2022 | Nov. 28, 2022 | Nov. 23, 2022 | Sep. 11, 2022 | Jul. 27, 2022 | Jul. 08, 2022 | May 10, 2022 | Apr. 26, 2022 | Mar. 17, 2022 | Nov. 29, 2021 | Nov. 23, 2021 | Oct. 07, 2021 | Jul. 24, 2021 | Feb. 25, 2021 | Jan. 05, 2021 | Dec. 26, 2020 | Dec. 10, 2020 | Dec. 03, 2020 | |
Loans (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Interest expense on short-term loans | $ 64,005 | $ 16,538 | ||||||||||||||||||||||||||||||
Interest expense on long-term loans | $ 59,003 | $ 60,953 | ||||||||||||||||||||||||||||||
We Bank [Member] | ||||||||||||||||||||||||||||||||
Loans (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Long term borrowing amount | $ 117,374 | $ 84,509 | $ 59,496 | $ 36,071 | $ 939 | |||||||||||||||||||||||||||
Huaneng Guicheng Trust Co., LTD [Member] | ||||||||||||||||||||||||||||||||
Loans (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Long term borrowing amount | $ 41,852 | |||||||||||||||||||||||||||||||
Chongwing Nan’an Zhongyin Fuden Village Bank Co. Ltd [Member] | ||||||||||||||||||||||||||||||||
Loans (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Long term borrowing amount | $ 70,695 | |||||||||||||||||||||||||||||||
Chongqing Shude [Member] | ||||||||||||||||||||||||||||||||
Loans (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Long term borrowing amount | $ 11,796 | $ 21,127 | ||||||||||||||||||||||||||||||
Standard Chartered Bank [Member] | ||||||||||||||||||||||||||||||||
Loans (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Long term borrowing amount | $ 11,921 | |||||||||||||||||||||||||||||||
Forecast [Member] | We Bank [Member] | ||||||||||||||||||||||||||||||||
Loans (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Interest rate percentage | 9.45% | 13.68% | 14.58% | 10.06% | 8.64% | |||||||||||||||||||||||||||
Forecast [Member] | Huaneng Guicheng Trust Co., LTD [Member] | ||||||||||||||||||||||||||||||||
Loans (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Interest rate percentage | 12.96% | |||||||||||||||||||||||||||||||
Forecast [Member] | Chongwing Nan’an Zhongyin Fuden Village Bank Co. Ltd [Member] | ||||||||||||||||||||||||||||||||
Loans (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Interest rate percentage | 8% | |||||||||||||||||||||||||||||||
Forecast [Member] | Chongqing Shude [Member] | ||||||||||||||||||||||||||||||||
Loans (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Interest rate percentage | 12.24% | 10.80% | ||||||||||||||||||||||||||||||
Forecast [Member] | Standard Chartered Bank [Member] | ||||||||||||||||||||||||||||||||
Loans (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Interest rate percentage | 12.35% | |||||||||||||||||||||||||||||||
Chaohu Yangzi Rural Commercial Bank [Member] | ||||||||||||||||||||||||||||||||
Loans (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Borrowing amount | $ 211,274 | |||||||||||||||||||||||||||||||
Chaohu Yangzi Rural Commercial Bank [Member] | Forecast [Member] | ||||||||||||||||||||||||||||||||
Loans (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Interest rate percentage | 5.80% | |||||||||||||||||||||||||||||||
Chongqing Guanzan Technology [Member] | ||||||||||||||||||||||||||||||||
Loans (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Borrowing amount | $ 690,160 | |||||||||||||||||||||||||||||||
Chongqing Guanzan Technology [Member] | Forecast [Member] | ||||||||||||||||||||||||||||||||
Loans (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Interest rate percentage | 5.40% | |||||||||||||||||||||||||||||||
China Minsheng Banking Corp. Ltd. [Member] | ||||||||||||||||||||||||||||||||
Loans (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Borrowing amount | $ 112,679 | |||||||||||||||||||||||||||||||
China Minsheng Banking Corp. Ltd. [Member] | Forecast [Member] | ||||||||||||||||||||||||||||||||
Loans (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Interest rate percentage | 6.20% | |||||||||||||||||||||||||||||||
Industrial and Commercial Bank of China [Member] | ||||||||||||||||||||||||||||||||
Loans (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Borrowing amount | $ 42,255 | |||||||||||||||||||||||||||||||
Industrial and Commercial Bank of China [Member] | Forecast [Member] | ||||||||||||||||||||||||||||||||
Loans (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Interest rate percentage | 3.70% | |||||||||||||||||||||||||||||||
Construction Bank of China [Member] | ||||||||||||||||||||||||||||||||
Loans (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Borrowing amount | $ 281,698 | |||||||||||||||||||||||||||||||
Construction Bank of China [Member] | Forecast [Member] | ||||||||||||||||||||||||||||||||
Loans (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Interest rate percentage | 3.70% | |||||||||||||||||||||||||||||||
China Construction Bank [Member] | ||||||||||||||||||||||||||||||||
Loans (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Borrowing amount | $ 44,564 | |||||||||||||||||||||||||||||||
China Construction Bank [Member] | Forecast [Member] | ||||||||||||||||||||||||||||||||
Loans (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Interest rate percentage | 3.85% |
Loans (Details) - Schedule of s
Loans (Details) - Schedule of short-term loans - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Short-Term Debt [Line Items] | ||
Total | $ 1,382,630 | $ 1,799,394 |
Construction Bank of China [Member] | ||
Short-Term Debt [Line Items] | ||
Total | 326,262 | 544,630 |
Wuhu Yangzi Rural Commercial Bank [Member] | ||
Short-Term Debt [Line Items] | ||
Total | 211,274 | 235,268 |
Industrial and Commercial Bank of China [Member] | ||
Short-Term Debt [Line Items] | ||
Total | 42,255 | 94,107 |
Agricultural Bank of China [Member] | ||
Short-Term Debt [Line Items] | ||
Total | 156,846 | |
China Minsheng Bank [Member] | ||
Short-Term Debt [Line Items] | ||
Total | 112,679 | |
Postal Savings Bank of China [Member] | ||
Short-Term Debt [Line Items] | ||
Total | $ 690,160 | $ 768,543 |
Loans (Details) - Schedule of l
Loans (Details) - Schedule of long-term loans - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Loans (Details) - Schedule of long-term loans [Line Items] | ||
Long-term loans | $ 658,252 | $ 907,193 |
Less: current portion | (183,203) | (369,187) |
Long-term loans – noncurrent portion | 475,049 | 538,006 |
Standard Chartered Bank [Member] | ||
Loans (Details) - Schedule of long-term loans [Line Items] | ||
Long-term loans | 11,921 | 68,723 |
China Minsheng Bank [Member] | ||
Loans (Details) - Schedule of long-term loans [Line Items] | ||
Long-term loans | 125,476 | |
Construction bank of China [Member] | ||
Loans (Details) - Schedule of long-term loans [Line Items] | ||
Long-term loans | 33,565 | |
Chongwing Nan’an Zhongyin Fuden Village Bank Co. Ltd. [Member] | ||
Loans (Details) - Schedule of long-term loans [Line Items] | ||
Long-term loans | 116,974 | |
We Bank [Member] | ||
Loans (Details) - Schedule of long-term loans [Line Items] | ||
Long-term loans | 575,636 | $ 562,455 |
China Construction Bank Chongqing Zhongxian Sub-branch [Member] | ||
Loans (Details) - Schedule of long-term loans [Line Items] | ||
Long-term loans | $ 70,695 |
Convertible Promissory Notes _3
Convertible Promissory Notes and Embedded Derivative Instructions (Details) - USD ($) | 1 Months Ended | 9 Months Ended | ||||||
Feb. 02, 2022 | Feb. 26, 2021 | Feb. 24, 2021 | May 18, 2020 | Nov. 18, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Convertible Promissory Notes and Embedded Derivative Instructions (Details) [Line Items] | ||||||||
Shares of common stock (in Shares) | 152,000 | 130,000 | ||||||
Exercise price (in Dollars per share) | $ 14.23 | $ 14.23 | ||||||
Converted shares (in Dollars per share) | $ 12.95 | |||||||
Principal amount | $ 5,400,000 | |||||||
Securities purchase, agreement | the “November SPA”) with the same two Institutional Investors to sell them a series of senior convertible notes (the “2021 Notes”) with an original issue discount of 20% and ranking senior to all outstanding and future indebtedness of the Company in a private placement. Each Institutional Investor paid $3,250,000 in cash for a 2021 Note in the face amount of $3,900,000. The November SPA also provided for the issuance of additional 2021 Notes in an aggregate original principal amount not to exceed $3,900,000 under certain circumstances. The November SPA also contains provisions about the Market Event Price. The 2021 Notes, which were issued on November 22, 2021, mature on the eighteen-month anniversary of the issuance date, are payable by the Company in installments and are convertible at the election of the Institutional Investors at the conversion price of $3.25 (post-Split Price and subject to the Event Market Price Adjustment), which is subject to adjustment in the event of default. Each Institutional Investor also received a warrant (the “Institutional Investor 2021 Warrant”) to purchase 180,000 shares of Common Stock at an initial exercise price of $3.55 per share (subject to the Event Market Price Adjustment). The placement agent for the private placement received a warrant (the “Placement Agent 2021 Warrant”, together with the Institutional Investor 2021 Warrant, the “2021 Warrants”) to purchase up to 8% of the aggregate number of shares of Common Stock in the private placement at an initial exercise price of $3.55 per share (post-Split Price and subject to the Event Market Price Adjustment), subject to increase based on the number of shares Common Stock issued pursuant to the 2021 Notes. | |||||||
Reverse split | On February 2, 2022, we completed a five (5) for one (1) reverse stock split (the “Reverse Split”) of our issued and outstanding ordinary shares, par value $0.001 per share. | |||||||
Outstanding balance for the convertible promissory notes | $ 6,320,075 | |||||||
Convertible notes | ||||||||
Fair value of conversion option liability | ||||||||
Minimum [Member] | ||||||||
Convertible Promissory Notes and Embedded Derivative Instructions (Details) [Line Items] | ||||||||
Additional notes | $ 3,300,000 | |||||||
Maximum [Member] | ||||||||
Convertible Promissory Notes and Embedded Derivative Instructions (Details) [Line Items] | ||||||||
Additional notes | $ 5,400,000 | |||||||
Institutional Investor 2020 Warrant [Member] | ||||||||
Convertible Promissory Notes and Embedded Derivative Instructions (Details) [Line Items] | ||||||||
Shares of common stock (in Shares) | 325,000 | |||||||
Exercise price (in Dollars per share) | $ 14.225 | |||||||
Placement Agent 2020 Warrant [Member] | ||||||||
Convertible Promissory Notes and Embedded Derivative Instructions (Details) [Line Items] | ||||||||
Exercise price (in Dollars per share) | $ 14.225 | |||||||
Number of shares percentage | 10% | |||||||
Private Placement [Member] | ||||||||
Convertible Promissory Notes and Embedded Derivative Instructions (Details) [Line Items] | ||||||||
Shares of common stock (in Shares) | 34,749 | 34,369 | ||||||
Exercise price (in Dollars per share) | $ 14.23 | $ 14.23 | ||||||
Securities Purchase Agreement [Member] | ||||||||
Convertible Promissory Notes and Embedded Derivative Instructions (Details) [Line Items] | ||||||||
Convertible notes face amount | $ 6,550,000 | |||||||
Discount rate | 19.85% | |||||||
Convertible Promissory Notes [Member] | ||||||||
Convertible Promissory Notes and Embedded Derivative Instructions (Details) [Line Items] | ||||||||
Face amount | $ 2,100,000 | |||||||
Reverse split | The Company implemented a reverse stock split (the “Split”) on February 2, 2022, at the ratio of 5 to 1. | |||||||
2020 Note [Member] | ||||||||
Convertible Promissory Notes and Embedded Derivative Instructions (Details) [Line Items] | ||||||||
Face amount | $ 2,225,000 | |||||||
Investors in consideration of payment | $ 1,750,000 |
Convertible Promissory Notes _4
Convertible Promissory Notes and Embedded Derivative Instructions (Details) - Schedule of additional paid-in capital - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Schedule Of Additional Paid In Capital Abstract | ||
Convertible note – principal | $ 7,800,000 | $ 7,800,000 |
Convertible note – discount | (1,479,925) | (2,588,840) |
Total | $ 6,320,075 | $ 5,211,160 |
Convertible Promissory Notes _5
Convertible Promissory Notes and Embedded Derivative Instructions (Details) - Schedule of assumptions used in the Black-Scholes option pricing model | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Schedule Of Assumptions Used In The Black Scholes Option Pricing Model Abstract | ||
Dividend yield | 0% | 0% |
Expected volatility | 171% | 171% |
Risk free interest rate | 0.87% | 0.87% |
Expected life (year) | 5 months 1 day | 1 year 5 months 1 day |
Other Payables and Accrued Li_3
Other Payables and Accrued Liabilities (Details) - USD ($) | 1 Months Ended | 2 Months Ended | 9 Months Ended | |||
Jun. 09, 2022 | Jan. 27, 2022 | Oct. 28, 2021 | Jul. 14, 2021 | Sep. 30, 2022 | Jul. 18, 2022 | |
Other Payables and Accrued Liabilities (Details) [Line Items] | ||||||
Agreement term | 1 year | |||||
Annual cash compensation | $ 1,000,000 | $ 250,000 | $ 500,000 | |||
Common stock shares (in Shares) | 1,000,000 | 1,000,000 | 12,500,000 | |||
Annual base salary | $ 1,000,000 | |||||
Cash going forward | 300,000 | |||||
Minimum [Member] | ||||||
Other Payables and Accrued Liabilities (Details) [Line Items] | ||||||
Control severance payment | 10,000,000 | |||||
Maximum [Member] | ||||||
Other Payables and Accrued Liabilities (Details) [Line Items] | ||||||
Control severance payment | $ 20,000,000 | |||||
Mr. Wang’s [Member] | ||||||
Other Payables and Accrued Liabilities (Details) [Line Items] | ||||||
Common stock shares (in Shares) | 500,000 | |||||
Annual base salary | $ 500,000 | |||||
Chief Executive Officer [Member] | ||||||
Other Payables and Accrued Liabilities (Details) [Line Items] | ||||||
Agreement term | 2 years | |||||
Chief Operating Officer [Member] | ||||||
Other Payables and Accrued Liabilities (Details) [Line Items] | ||||||
Agreement term | 1 year |
Other Payables and Accrued Li_4
Other Payables and Accrued Liabilities (Details) - Schedule of other payables and accrued liabilities - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 | |
Schedule Of Other Payables And Accrued Liabilities Abstract | |||
Salary payable | $ 686,062 | $ 947,911 | |
Salary payable – related party | [1] | 1,653,333 | 1,005,832 |
Accrued operating expenses | (900) | 175,215 | |
Other payables | 1,121,685 | 953,959 | |
Long-term payable | 102,879 | ||
Total | $ 3,563,059 | $ 3,082,917 | |
[1]The Company entered into an employment agreement with Mr. Tiewei Song dated October 1, 2019, as its Chief Executive Officer for a term of two years commencing October 1, 2019 with base annual cash compensation of $500,000. The agreement was renewed on October 28, 2021 for one year with an annual base salary of $1,000,000 in cash and an annual stock compensation of 1,000,000 shares of the Company’s Common Stock. On June 9, 2022, the Company amended the employment agreement with Mr. Song to, among other things, allow the term of his employment agreement to automatically renew every year unless both the Company and Mr. Song agree not to renew in writing and to adjust his annual base salary from $1,000,000 in cash plus 1 million shares of Common Stock to $300,000 in cash only going forward. The amendment also increased the change in control severance payment to Mr. Song from $10,000,000 to $20,000,000 in the event his employment is terminated in connection with a change of control. Mr. Song’s 2021 stock consideration was not subject to stock splits or reverse stock splits per the terms of his employment agreement. In connection with the signing of the amendment, Mr. Song agreed to waive such privileges with respect to his shares of Common Stock in all future stock splits, reverse stock splits and similar transactions. The Company entered into the employment Agreement with Ms. Baiqun Zhong dated January 27, 2022 to serve as the Interim CFO of the Company from May 21, 2021 until July 14, 2021 with base annual cash compensation of $250,000. On January 27, 2022, the Company entered into an employment agreement with Mr. Xiaping Wang to serve as Chief Operating Officer for a term of one year, effective January 1, 2022. Mr. Wang’s compensation will consist of an annual salary of $500,000 in cash and stock compensation of 500,000 shares of the Company’s Common Stock. |
Related Parties and Related P_2
Related Parties and Related Parties Transactions (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Related Parties and Related Parties Transactions (Details) [Line Items] | ||
Due from related parties | $ 343,901 | $ 622,554 |
Amounts payable to related party | 2,095,518 | 730,285 |
Shaohui Zhuo [Member] | ||
Related Parties and Related Parties Transactions (Details) [Line Items] | ||
Amounts payable to related party | 4,582 | 5,102 |
Mr.Jiangjin Shen [Member] | ||
Related Parties and Related Parties Transactions (Details) [Line Items] | ||
Carried no interest | 167,611 | 544,600 |
Mr.Zhiwei Shen [Member] | ||
Related Parties and Related Parties Transactions (Details) [Line Items] | ||
Carried no interest | 176,290 | 77,954 |
Mr. Yongquan Bi [Member] | ||
Related Parties and Related Parties Transactions (Details) [Line Items] | ||
Amounts payable to related party | 27,173 | 30,258 |
Mr. Li Zhou [Member] | ||
Related Parties and Related Parties Transactions (Details) [Line Items] | ||
Amounts payable to related party | 248,179 | 477,128 |
Mr. Fuqing Zhang [Member] | ||
Related Parties and Related Parties Transactions (Details) [Line Items] | ||
Amounts payable to related party | 169,440 | 188,684 |
Mr.Youwei Xu [Member] | ||
Related Parties and Related Parties Transactions (Details) [Line Items] | ||
Amounts payable to related party | 11,559 | 12,872 |
Nanfang Xiao [Member] | ||
Related Parties and Related Parties Transactions (Details) [Line Items] | ||
Amount payable to daily operations | 10,282 | 11,450 |
Jia Song [Member] | ||
Related Parties and Related Parties Transactions (Details) [Line Items] | ||
Amount payable to daily operations | $ 4,303 | $ 4,791 |
Stock Equity (Details)
Stock Equity (Details) - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended | ||||||||||||||||||||
Feb. 02, 2022 | Feb. 01, 2022 | Jan. 07, 2022 | Apr. 29, 2021 | Feb. 11, 2021 | Feb. 03, 2021 | Feb. 02, 2021 | Jan. 24, 2022 | Sep. 22, 2021 | Aug. 27, 2021 | Jul. 23, 2021 | Jun. 18, 2021 | Apr. 20, 2021 | Mar. 26, 2021 | Feb. 09, 2021 | Jun. 18, 2020 | Mar. 01, 2021 | Nov. 30, 2021 | Sep. 30, 2022 | Jul. 18, 2022 | Jun. 09, 2022 | Dec. 31, 2021 | Oct. 28, 2021 | |
Stock Equity (Details) [Line Items] | |||||||||||||||||||||||
Common stock, shares authorized | 200,000,000 | 200,000,000 | |||||||||||||||||||||
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | |||||||||||||||||||||
Common stock, shares issued | 38,434,761 | 8,502,222 | |||||||||||||||||||||
Common stock, shares outstanding | 38,434,761 | 8,502,222 | |||||||||||||||||||||
Aggregate principal amount (in Dollars) | $ 74,473 | ||||||||||||||||||||||
Reverse stock split, description | On February 2, 2022, we completed a five (5) for one (1) reverse stock split (the “Reverse Split”) of our issued and outstanding ordinary shares, par value $0.001 per share. | ||||||||||||||||||||||
Common stock shares issued | 12,500,000 | 1,000,000 | 1,000,000 | ||||||||||||||||||||
Consideration of stockholders (in Dollars) | $ 9,798,428 | $ 11,193,430 | |||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||
Stock Equity (Details) [Line Items] | |||||||||||||||||||||||
Common stock, shares authorized | 200,000,000 | ||||||||||||||||||||||
Common stock, par value (in Dollars per share) | $ 0.001 | ||||||||||||||||||||||
Common stock, shares issued | 38,434,761 | ||||||||||||||||||||||
Common stock, shares outstanding | 8,502,222 | ||||||||||||||||||||||
Number of share issued | 30,000 | ||||||||||||||||||||||
Zhuoda [Member] | |||||||||||||||||||||||
Stock Equity (Details) [Line Items] | |||||||||||||||||||||||
Number of share issued | 440,000 | ||||||||||||||||||||||
Mr. Fnu Oudom [Member] | |||||||||||||||||||||||
Stock Equity (Details) [Line Items] | |||||||||||||||||||||||
Consideration of stockholders (in Dollars) | $ 5,000,000 | ||||||||||||||||||||||
Hudson Bay [Member] | |||||||||||||||||||||||
Stock Equity (Details) [Line Items] | |||||||||||||||||||||||
Aggregate principal amount (in Dollars) | $ 3,897,000 | ||||||||||||||||||||||
Common stock shares issued | 6,460,713 | ||||||||||||||||||||||
CVI [Member] | |||||||||||||||||||||||
Stock Equity (Details) [Line Items] | |||||||||||||||||||||||
Aggregate principal amount (in Dollars) | $ 3,900,000 | ||||||||||||||||||||||
Common stock shares issued | 7,835,624 | ||||||||||||||||||||||
Hudson Bay [Member] | |||||||||||||||||||||||
Stock Equity (Details) [Line Items] | |||||||||||||||||||||||
Aggregate principal amount (in Dollars) | $ 2,150,000 | $ 2,400,000 | |||||||||||||||||||||
Aggregate of common stock shares | 276,943 | 970,173 | |||||||||||||||||||||
CVI [Member] | |||||||||||||||||||||||
Stock Equity (Details) [Line Items] | |||||||||||||||||||||||
Aggregate principal amount (in Dollars) | $ 2,150,000 | ||||||||||||||||||||||
Aggregate of common stock shares | 227,731 | 183,251 | |||||||||||||||||||||
Number of share issued | 32,500 | ||||||||||||||||||||||
Cashless exercise warrants | 650,000 | ||||||||||||||||||||||
Aggregate principal amount (in Dollars) | $ 3,000,000 | ||||||||||||||||||||||
Guoyitang [Member] | |||||||||||||||||||||||
Stock Equity (Details) [Line Items] | |||||||||||||||||||||||
Number of share issued | 400,000 | ||||||||||||||||||||||
Real Miracle Investments Limited [Member] | |||||||||||||||||||||||
Stock Equity (Details) [Line Items] | |||||||||||||||||||||||
Number of share issued | 50,000 | ||||||||||||||||||||||
Zhongshan [Member] | |||||||||||||||||||||||
Stock Equity (Details) [Line Items] | |||||||||||||||||||||||
Number of share issued | 400,000 | ||||||||||||||||||||||
Minkang, Qiangsheng and Eurasia Hospitals [Member] | |||||||||||||||||||||||
Stock Equity (Details) [Line Items] | |||||||||||||||||||||||
Number of share issued | 800,000 | ||||||||||||||||||||||
Chongqing [Member] | |||||||||||||||||||||||
Stock Equity (Details) [Line Items] | |||||||||||||||||||||||
Number of share issued | 100,000 | ||||||||||||||||||||||
Guanzan [Member] | |||||||||||||||||||||||
Stock Equity (Details) [Line Items] | |||||||||||||||||||||||
Number of share issued | 920,000 | ||||||||||||||||||||||
Mali Hospital [Member] | |||||||||||||||||||||||
Stock Equity (Details) [Line Items] | |||||||||||||||||||||||
Number of share issued | 600,000 | ||||||||||||||||||||||
Mr. Tiewei Song [Member] | |||||||||||||||||||||||
Stock Equity (Details) [Line Items] | |||||||||||||||||||||||
Number of share issued | 1,000,000 | ||||||||||||||||||||||
Mr. Xiaping Wang [Member] | |||||||||||||||||||||||
Stock Equity (Details) [Line Items] | |||||||||||||||||||||||
Number of share issued | 500,000 | ||||||||||||||||||||||
Convertible Notes Payable [Member] | |||||||||||||||||||||||
Stock Equity (Details) [Line Items] | |||||||||||||||||||||||
Common Stock of shares | 20,706 |
Net Loss Per Share (Details) -
Net Loss Per Share (Details) - Schedule of basic and diluted net loss per share - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Schedule Of Basic And Diluted Net Loss Per Share Abstract | ||||
Total net loss attributable to common shareholders | $ (10,945,797) | $ (5,396,789) | ||
Weighted average common shares outstanding - Basic | 23,193,842 | 27,084,325 | 16,816,256 | 22,864,269 |
Loss per shares – basic: | $ (0.65) | $ (0.23) |
Net Loss Per Share (Details) _2
Net Loss Per Share (Details) - Schedule of basic and diluted net loss per share (Parentheticals) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Schedule Of Basic And Diluted Net Loss Per Share Abstract | ||||
Weighted average common shares outstanding - Diluted | 23,193,842 | 27,084,325 | 16,816,256 | 22,864,269 |
Loss per shares – diluted: | $ (0.65) | $ (0.23) |
Segments (Details)
Segments (Details) | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Number of reportable segments | 4 |
Number of segments | 4 |
Segments (Details) - Schedule o
Segments (Details) - Schedule of reported segment profit or loss - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Segment Reporting Information [Line Items] | ||
Revenues from external customers | $ 17,261,951 | $ 25,202,485 |
Cost of revenues | 12,993,304 | 20,616,279 |
Depreciation, depletion, and amortization expense | 138,944 | 246,335 |
Profit (loss) | (10,601,059) | (5,276,241) |
Total assets | 33,003,374 | 64,286,210 |
Retail pharmacy [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues from external customers | 618,582 | 375,045 |
Cost of revenues | 72,834 | 295,059 |
Depreciation, depletion, and amortization expense | 15,057 | 15,521 |
Profit (loss) | (291,705) | (463,211) |
Total assets | 405,101 | 287,074 |
Medical devices wholesale [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues from external customers | 3,404,533 | 2,524,777 |
Cost of revenues | 2,923,017 | 1,831,089 |
Depreciation, depletion, and amortization expense | 35,552 | 23,683 |
Profit (loss) | (145,570) | 158,908 |
Total assets | 3,626,761 | 6,075,980 |
Drugs wholesale [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues from external customers | 8,956,141 | 14,978,955 |
Cost of revenues | 8,035,938 | 14,598,512 |
Depreciation, depletion, and amortization expense | 254 | 1,638 |
Profit (loss) | (1,142,654) | 152,044 |
Total assets | 7,654,393 | 18,774,282 |
Medical Services [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues from external customers | 4,282,695 | 6,694,510 |
Cost of revenues | 1,950,611 | 3,334,306 |
Depreciation, depletion, and amortization expense | 79,054 | 205,317 |
Profit (loss) | (733,892) | 787,515 |
Total assets | 6,604,159 | 8,651,014 |
Others [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues from external customers | 629,198 | |
Cost of revenues | 10,905 | 557,313 |
Depreciation, depletion, and amortization expense | 9,027 | 176 |
Profit (loss) | (8,287,238) | (5,911,497) |
Total assets | $ 14,712,961 | $ 30,497,860 |
Segments (Details) - Schedule_2
Segments (Details) - Schedule of reportable segment revenues, profit or loss, and assets - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
>>Revenues | ||
Total revenues from reportable segments | $ 17,813,544 | $ 27,424,812 |
Other revenues | 629,198 | |
Elimination of intersegments revenues | (551,593) | (2,851,525) |
Total consolidated revenues | 17,261,951 | 25,202,485 |
>> Profit or loss | ||
Total loss from reportable segments | (2,313,821) | (1,303,167) |
Elimination of intersegments profit or loss | (565,433) | (667,910) |
Unallocated amount: | ||
Amortization of discount of convertible notes | (1,542,248) | (2,639,374) |
Other corporation expense | (6,179,554) | (665,790) |
Total net loss | (10,601,057) | (5,276,241) |
>>Assets | ||
Total assets from reportable segments | 41,598,014 | 49,176,982 |
Elimination of intersegments receivables | (14,524,848) | (14,180,718) |
Unallocated amount: | ||
Other unallocated assets – Phenix Bio Inc | ||
Other unallocated assets – Xinrongxin | 4,087 | 12,386,406 |
Other unallocated assets – Liaoning Boyi | 30,070 | 177,335 |
Other unallocated assets – Dalian Boyi | 3,762 | 21,841 |
Other unallocated assets – Chongqing Bimai | 1,142,687 | 12,058,313 |
Other unallocated assets – BIMI | 4,749,603 | 4,646,051 |
Total consolidated assets | $ 33,003,375 | $ 64,286,210 |
Entity-Wide Information and C_3
Entity-Wide Information and Concentrations of Risk (Details) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2022 | |
Entity-Wide Information and Concentrations of Risk (Details) [Line Items] | ||
Revenues percentage | 10% | 10% |
Accounts receivable percentage | 33.73% | |
Total purchase percentage | 10% | 10% |
Two Customers [Member] | ||
Entity-Wide Information and Concentrations of Risk (Details) [Line Items] | ||
Revenues percentage | 10% | |
Accounts receivable percentage | 26.70% | |
One Vendor [Member] | ||
Entity-Wide Information and Concentrations of Risk (Details) [Line Items] | ||
Total purchase percentage | 50.25% |
Entity-Wide Information and C_4
Entity-Wide Information and Concentrations of Risk (Details) - Schedule of revenues for each type of products and services - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Entity-Wide Information and Concentrations of Risk (Details) - Schedule of revenues for each type of products and services [Line Items] | ||
Total | $ 17,261,951 | $ 25,202,485 |
Medical devices wholesale [Member] | ||
Entity-Wide Information and Concentrations of Risk (Details) - Schedule of revenues for each type of products and services [Line Items] | ||
Total | 3,404,533 | 2,524,777 |
Medical services [Member] | ||
Entity-Wide Information and Concentrations of Risk (Details) - Schedule of revenues for each type of products and services [Line Items] | ||
Total | 4,282,695 | 6,694,510 |
Pharmaceuticals wholesale [Member] | ||
Entity-Wide Information and Concentrations of Risk (Details) - Schedule of revenues for each type of products and services [Line Items] | ||
Total | 8,956,141 | 14,978,955 |
Pharmacy retail [Member] | ||
Entity-Wide Information and Concentrations of Risk (Details) - Schedule of revenues for each type of products and services [Line Items] | ||
Total | 618,582 | 375,045 |
Other [Member] | ||
Entity-Wide Information and Concentrations of Risk (Details) - Schedule of revenues for each type of products and services [Line Items] | ||
Total | $ 629,198 |
Entity-Wide Information and C_5
Entity-Wide Information and Concentrations of Risk (Details) - Schedule of purchases and its outstanding balances | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Vendor A [Member] | |
Entity-Wide Information and Concentrations of Risk (Details) - Schedule of purchases and its outstanding balances [Line Items] | |
Segment | Medicines |
Purchases | $ 2,152,995 |
Percentage of total purchases | 17% |
Vendor B [Member] | |
Entity-Wide Information and Concentrations of Risk (Details) - Schedule of purchases and its outstanding balances [Line Items] | |
Segment | Medical devices |
Purchases | $ 1,903,776 |
Percentage of total purchases | 15% |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] | Oct. 19, 2022 shares |
Subsequent Events (Details) [Line Items] | |
Shares of common stock | 440,000 |
Returned shares | 440,000 |
Chongqing Guanzan Technology Co., Ltd. [Member] | |
Subsequent Events (Details) [Line Items] | |
Equity interests rate | 100% |