Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Apr. 26, 2023 | Jun. 30, 2022 | |
Document Information Line Items | |||
Entity Registrant Name | BIMI International Medical Inc. | ||
Trading Symbol | BIMI | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Common Stock, Shares Outstanding | 4,384,780 | ||
Entity Public Float | $ 0 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001213660 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 000-50155 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 02-0563302 | ||
Entity Address, Address Line One | 725 5th Avenue | ||
Entity Address, Address Line Two | 15th Floor | ||
Entity Address, Address Line Three | 15-01 | ||
Entity Address, City or Town | New York | ||
Entity Address, State or Province | NY | ||
Entity Address, Postal Zip Code | 400010 | ||
City Area Code | 212 | ||
Local Phone Number | 542 0028 | ||
Title of 12(b) Security | Common Stock, $0.001 par value | ||
Security Exchange Name | NASDAQ | ||
Entity Interactive Data Current | Yes | ||
Auditor Firm ID | 3487 | ||
Auditor Name | Audit Alliance LLP | ||
Auditor Location | Singapore |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 | |
CURRENT ASSETS | |||
Cash and cash equivalents | $ 2,336,636 | $ 4,609,431 | |
Accounts receivable, net | 3,208,286 | 5,874,607 | |
Advances to suppliers | 6,589,759 | 2,909,048 | |
Inventories, net | 7,654,242 | 2,238,692 | |
Prepayments and other receivables | 1,347,079 | 1,811,182 | |
Current assets from discontinued operations-disposal | 2,091,836 | ||
Current assets from discontinued operations-held for sale | 2,099,673 | 1,624,854 | |
Total current assets | 23,235,675 | 21,159,650 | |
NON-CURRENT ASSETS | |||
Deferred tax assets | 190,132 | 207,694 | |
Property, plant and equipment, net | 1,703,420 | 1,945,552 | |
Intangible assets, net | 16,183 | 18,039 | |
Operating lease-right of use assets | 2,942,265 | 1,708,740 | |
Goodwill | 2,065,666 | 8,376,217 | |
Long-term investment | 1,800,000 | ||
Non-current assets from discontinued operations-disposal | 18,466 | ||
Non-current assets from discontinued operations-held for sale | 3,761,149 | 4,694,007 | |
Total non-current assets | 12,478,815 | 16,968,715 | |
TOTAL ASSETS | 35,714,490 | 38,128,365 | |
CURRENT LIABILITIES | |||
Short-term loans | 818,425 | 768,543 | |
Long-term loans due within one year | 105,965 | 369,187 | |
Convertible promissory notes, net | 1,108,785 | 5,211,160 | |
Accounts payable, trade | 10,785,531 | 5,202,818 | |
Advances from customers | 923,131 | 1,893,819 | |
Amount due to related parties | 4,600,441 | 730,285 | |
Taxes payable | 71,915 | 308,503 | |
Other payables and accrued liabilities | 3,175,574 | 2,080,285 | |
Lease liability-current | 532,630 | 442,628 | |
Current liabilities from discontinued operations-disposal | 1,539,327 | ||
Current liabilities from discontinued operations-held for sale | 3,239,950 | 3,545,587 | |
Total current liabilities | 25,362,347 | 22,092,142 | |
NON-CURRENT LIABILITIES | |||
Lease liability-non current | 2,574,751 | 1,402,550 | |
Long-term loans - non-current | 314,786 | 538,006 | |
Non-current liabilities from discontined operations-disposal | 12,727 | ||
Non-current liabilities from discontined operations-held for sale | 2,245,373 | 2,746,512 | |
TOTAL LIABILITIES | 30,497,257 | 26,791,937 | |
STOCKHOLDERS’ EQUITY | |||
Common stock, $0.001 par value; 200,000,000 shares authorized; 3,764,780 and 850,222 shares issued and outstanding as of December 31, 2022 and 2021, respectively* | [1] | 3,765 | 850 |
Additional paid-in capital | 71,899,271 | 55,227,782 | |
Statutory reserves | 2,263,857 | 2,263,857 | |
Accumulated deficit | (70,143,785) | (47,900,930) | |
Accumulated other comprehensive income | 24,583 | 1,601,872 | |
Total BIMI International Medical Inc.’s equity | 4,047,691 | 11,193,431 | |
NON-CONTROLLING INTERESTS | 1,169,542 | 142,997 | |
Total stockholders’ equity | 5,217,233 | 11,336,428 | |
Total liabilities and stockholders’ equity | $ 35,714,490 | $ 38,128,365 | |
[1]Retrospectively restated due to 1-for-5 reverse stock split, see Note 23. A subsequent 1-for-10 reverse split took place on December 9, 2022. |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 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 | 3,764,780 | 850,222 |
Common stock, shares outstanding | 3,764,780 | 850,222 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
REVENUES | $ 11,830,379 | $ 21,319,610 |
COST OF REVENUES | 9,880,429 | 18,893,667 |
GROSS PROFIT | 1,949,950 | 2,425,943 |
OPERATING EXPENSES: | ||
Sales and marketing | 1,302,775 | 2,153,205 |
General and administrative | 10,599,818 | 6,056,584 |
Impairment loss of goodwill | 5,385,811 | 26,128,171 |
Total operating expenses | 17,288,404 | 34,337,960 |
LOSS FROM OPERATIONS | (15,338,454) | (31,912,017) |
OTHER INCOME (EXPENSE) | ||
Interest income | 707 | 3,087 |
Interest expense | (170,480) | (190,829) |
Exchange gains | (6,583) | 24,967 |
Amortization of convertible notes | (3,260,788) | (2,252,401) |
Other expense | (2,846,716) | (336,752) |
Total other income (expense), net | (6,283,860) | (2,751,928) |
LOSS BEFORE INCOME TAXES | (21,622,314) | (34,663,945) |
PROVISION FOR INCOME TAXES | 6,092 | 29,674 |
NET LOSS FROM CONTINUING OPERATIONS | (21,628,406) | (34,693,619) |
DISCONTINUED OPERATIONS | ||
Loss from operations of discontinued operations-disposal | (40,505) | 714 |
Loss from operations of discontinued operations-held for sale | (649,145) | (228,840) |
NET LOSS | (22,318,056) | (34,921,745) |
Less: net income attributable to non-controlling interest | 75,203 | 64,211 |
NET LOSS ATTRIBUTABLE TO BIMI INTERATIONAL MEDICAL INC. | (22,393,259) | (34,985,956) |
OTHER COMPREHENSIVE LOSS | ||
Foreign currency translation adjustment | (1,577,289) | 598,481 |
TOTAL COMPREHENSIVE LOSS | (23,895,345) | (34,323,264) |
Less: comprehensive loss attributable to non-controlling interests | (1,052,601) | (26,056) |
COMPREHENSIVE LOSS ATTRIBUTABLE TO BIMI INTERNATIONAL MEDICAL INC. | $ (22,842,744) | $ (34,297,208) |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES | ||
Basic and diluted (in Shares) | 2,664,653 | 536,293 |
LOSS PER SHARE | ||
Continuing operation-Basic and diluted (in Dollars per share) | $ (8.12) | $ (64.69) |
Discontinued operation-Basic and diluted (in Dollars per share) | (0.26) | (0.43) |
Basic and diluted (in Dollars per share) | $ (8.38) | $ (65.12) |
Consolidated Statements of Op_2
Consolidated Statements of Operations and Comprehensive Loss (Parentheticals) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Weighted average number of common shares diluted (in Shares) | 2,664,653 | 536,293 |
Continuing operation-Diluted | $ (8.12) | $ (64.69) |
Discontinued operation-Diluted | (0.26) | (0.43) |
Diluted | $ (8.38) | $ (65.12) |
Consolidated Statements of Shar
Consolidated Statements of Shareholders’ Equity - USD ($) | Common Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive (Loss)/Income | Statutory Reserve | Non Controlling Interest | Accumulated Deficit | Total | |
Balance at Dec. 31, 2020 | $ 265 | $ 26,355,523 | $ 1,003,392 | $ 2,263,857 | $ 183,021 | $ (12,914,973) | $ 16,893,471 | |
Balance (in Shares) at Dec. 31, 2020 | [1] | 265,092 | ||||||
Issuance of common shares | $ 585 | 26,462,484 | 26,460,683 | |||||
Issuance of common shares (in Shares) | [1] | 585,130 | ||||||
Net income/(loss) | (26,056) | (32,518,125) | (32,544,181) | |||||
Disposal of discontinued operations and subsidiaries-disposal | 313,691 | 244,557 | 558,248 | |||||
Discontinued operations and subsidiaries -held for sale | 2,096,084 | (2,712,389) | (616,305) | |||||
Foreign currency translation adjustment | 598,480 | (13,968) | 584,512 | |||||
Balance at Dec. 31, 2021 | $ 850 | 55,227,782 | 1,601,872 | 2,263,857 | 142,997 | (47,900,930) | 11,336,428 | |
Balance (in Shares) at Dec. 31, 2021 | [1] | 850,222 | ||||||
Issuance of common shares | $ 2,915 | 16,671,489 | 16,674,404 | |||||
Issuance of common shares (in Shares) | [1] | 2,914,558 | ||||||
Net income/(loss) | (1,052,601) | (22,393,259) | (23,445,860) | |||||
Disposal of discontinued operations and subsidiaries-disposal | ||||||||
Discontinued operations and subsidiaries -held for sale | (1,550) | (3,220,239) | (3,221,789) | |||||
Foreign currency translation adjustment | (1,575,739) | 2,079,146 | 3,370,643 | 3,874,050 | ||||
Balance at Dec. 31, 2022 | $ 3,765 | $ 71,899,271 | $ 24,583 | $ 2,263,857 | $ 1,169,542 | $ (70,143,785) | $ 5,217,233 | |
Balance (in Shares) at Dec. 31, 2022 | [1] | 3,764,780 | ||||||
[1]Retrospectively restated due to 1-for-5 reverse stock split, see Note 23. A subsequent 1-for-10 reverse split took place on December 9, 2022. |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (22,318,056) | $ (34,921,745) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Depreciation and amortization | 223,561 | 244,116 |
Impairment loss of Goodwill | 5,385,811 | 26,128,171 |
Inventories impairment reserve | 59,567 | 93,884 |
Allowance for doubtful accounts | 1,380,929 | (53,698) |
Amortization of discount of convertible promissory notes | 3,260,788 | 2,252,401 |
Profit/Loss on disposal of discontinuing operations and subsidiaries | (529,320) | |
Change in operating assets and liabilities | ||
Accounts receivable | 1,357,394 | 877,440 |
Advances to suppliers | 490,168 | (203,053) |
Inventories | (5,475,117) | (1,429,785) |
Prepayments and other receivables | 464,103 | 4,915,327 |
Operating lease-right of use assets | (1,233,525) | (1,214,165) |
Accounts payable, trade | 5,582,713 | (1,248,623) |
Advances from customers | (970,688) | 1,699,733 |
Operating lease liabilities | 1,262,203 | 1,283,039 |
Taxes payable | (219,026) | (479,750) |
Other payables and accrued liabilities | 1,095,289 | (2,380,066) |
Net cash used in operating activities from continuing operations | (10,255,206) | (4,436,774) |
Net cash provided by operating activities from discontinued operations | ||
Net cash used in operating activities | (10,255,206) | (4,436,774) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Cash received from acquisition of subsidiaries | 28,457 | |
Disposal of Zhuoda | 924,740 | |
Payment for the acquisition of Qiangsheng, Eurasia and Mingkang Hospitals | (3,136,910) | |
Payment for the acquisition of Phenix Bio Inc | (1,800,000) | |
Deposit for the acquisition of Cogmer | 3,065,181 | |
Discontinued operations-Disposal of Zhuoda | 27,117 | (886,910) |
Discontinue operations-held for sale of Zhongshan, qiangsheng, Eurasia and Mingkang | 311,277 | 2,483,549 |
Purchase of property, plant, and equipment | (242,726) | |
Net cash used in investing activities from continuing operations | (536,866) | 1,310,641 |
Net cash provided by investing activities from discontinued operations | ||
Net cash (used in) provided by investing activities | (536,866) | 1,310,641 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Issuance of common stocks | 5,000,000 | |
Proceeds from short-term loan | (135,685) | |
Proceeds from long-term loan | 151,995 | |
Net proceeds from issuance of convertible promissory notes | 6,500,000 | |
Repayment of short-term loans | 49,882 | |
Repayment of long-term loans | (486,442) | |
Amount financed from (to) related parties | 3,870,156 | 361,573 |
Net cash provided by financing activities from continuing operations | 8,433,596 | 6,877,883 |
Net cash provided by financing activities from discontinued operations | ||
Net cash provided by investing activities | 8,433,596 | 6,877,883 |
EFFECT OF EXCHANGE RATE ON CASH | 85,681 | 722,372 |
(DECREASE) INCREASE IN CASH | (2,272,795) | 4,474,122 |
CASH AND CASH EQUIVALENTS, beginning of period | 4,609,431 | 135,309 |
CASH AND CASH EQUIVALENTS, end of period | 2,336,636 | 4,609,431 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||
Cash paid for income tax | 6,092 | 422,033 |
Cash paid for interest expense, net of capitalized interest | 163,326 | 163,883 |
NON-CASH TRANSACTIONS OF INVESTING AND FINANCING ACTIVITIES | ||
Issuance of shares of Common stock for the equity acquisition of Chongqing Guanzan Technology Co., Ltd. | 3,818,000 | |
Issuance of shares of Common stock for equity acquisition of Zhongshan Chaohu Hospital | ||
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 | ||
Issuance of shares of Common stock for equity acquisition of Zhuoda | ||
Issuance of shares of Common stock for payment of improvements to offices | 696,896 | |
Goodwill recognized from equity acquisition of Zhongshan Chaohu Hospital | ||
Goodwill recognized from equity acquisition of Guoyitang Hospital | 7,154,392 | |
Goodwill recognized from equity acquisition of Minkang, Qiangsheng and Eurasia hospitals | ||
Outstanding payment for equity acquisition of Zhongshan Chaohu Hospital | ||
Outstanding payment for equity acquisition of Guoyitang Hospital | 6,100,723 | |
Outstanding payment for equity acquisition of Minkang, Qiangsheng and Eurasia hospitals | ||
Common stock to be issued upon conversion of convertible promissory notes | 5,400,000 | |
Issuance of common share for equity acquisition of Mali Hospital |
Organization and Business Backg
Organization and Business Background | 12 Months Ended |
Dec. 31, 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 an agreement to sell the NF Group. The sale of the NF Group closed on June 23, 2020. On October 14, 2019, the Company acquired 100% of the equity interests in Lasting Wisdom Holdings Limited (“Lasting”), a limited company incorporated under the laws of the British Virgin Islands (“BVI”). Lasting has limited operating activities since incorporation except for holding the ownership interest in Pukung Limited (“Pukung”), a company organized under the laws of Hong Kong. Pukung owns 100% of the equity interest in Beijing Xinrongxin Industrial Development Co., Ltd. (“Xinrongxin”), a company organized under the laws of the PRC. Xinrongxin owns all the ownership interest of Dalian Boqi Zhengji Pharmacy Chain Co., Ltd. (“Boqi Zhengji”). Boqi Zhengji operated 16 retail pharmacy stores in China at the time of the acquisition (collectively, the “Boqi Pharmacy Group”). Lasting, Pukung, Xinrongxin and Boqi Zhengji are hereinafter collectively referred to as the “Boqi Zhengji Group”. Xinrongxin also owns 100% equity interests in Dalian Boyi Technology Co., Ltd. (“Dalian Boyi”), a subsidiary established in January 2020 and responsible for the Company’s R&D and other technology related functions. On June 24, 2020, the Company established a wholly owned subsidiary Boyi (Liaoning) Technology Co. Ltd (“Liaoning Boyi”), in order to be qualified to participate in local healthcare projects. On December 22, 2020, the Company established another subsidiary, Bimai Pharmaceutical (Chongqing) Co., Ltd. (“Chongqing Bimai”), to replace Xinronxin as the holding company for 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 held an 80% equity interest in Chongqing Shude Pharmaceutical Co., Ltd. (“Shude”, collectively with Guanzan, the “Guanzan Group”). Guanzan also owns 100% equity interest in Chongqing Lijiantang Pharmaceutical Co. Ltd., a subsidiary established in May 2020. Lijiantang operates 4 retail pharmacy stores in China (collectively, the “Lijiantang Pharmacy Group”,”). On December 11, 2020, the Company entered into a stock purchase agreement to sell Boqi Zhengji. The sale of the Boqi Zhengji was closed by the end of 2020, although the government record was not updated until February 2, 2021 due to the Chinese government’s alternative working schedule and other delays caused by COVID-19. On December 9, 2020, the Company entered into an agreement to acquire 100% of the equity interests in Chongqing Guoyitang Hospital (“Guoyitang”), the owner and operator of a private general hospital in Chongqing City, a city in Southwest China. The transaction closed on February 2, 2021. On December 15, 2020, the Company entered into a stock purchase agreement to acquire Chaohu Zhongshan Minimally Invasive Hospital (“Zhongshan”), a private hospital in the east region of China. The transaction closed on February 5, 2021. On April 9, 2021, the Company entered into a stock purchase agreement to acquire three private hospitals in the PRC, Wuzhou Qiangsheng Hospital (“Qiangsheng”), Suzhou Eurasia Hospital(“Eurasia”) and Yunnan Yuxi MinKang hospital (“Minkang”). The transaction closed on May 6, 2021. On April 21, 2021, Bimai Hospital Management (Chongqing) Co. Ltd. was incorporated in the PRC by the Company to manage the operations of the Company’s medical devices segment. On April 21, 2021, Pusheng Pharmaceutical Co., Ltd. was incorporated in the PRC by the Company to manage its wholesale distribution of generic drugs. On September 10, 2021, the Company entered into a stock purchase agreement to acquire 100% of the equity interests in Chongqing Zhuoda Pharmaceutical Co., LTD (“Zhuoda”). The transaction closed on October 8, 2021. On December 20, 2021, the Company entered into a stock purchase agreement to acquire Bengbu Mali OB-GYN Hospital Co., Ltd. (“Mali Hospital”). We agreed to purchase all the issued and outstanding equity interests in Mali Hospital in consideration of $16,750,000. On January 4, 2022, we paid RMB7,227,000 to the seller as partial consideration. The transaction did not close and on December 15, 2022, the Company entered into a termination agreement with respect to the purchase of Mali Hospital. Pursuant to the termination agreement, the original agreement will terminate effective as of the date of the return of the 60,000 shares of the Company’s common stock previously issued to the sellers of Mali Hospital and certain third-party beneficiaries. Such return is expected to take place promptly. The Company did not incur any penalties as a result of the termination of the Original Agreement. As of the date of this annual report, we have not received the refund of RMB7,227,000 we paid on January 4, 2022. The Pharmacy Group engages in the retail sale of medicine and other healthcare products in the PRC. The Pharmacy Group sells its medicine and other healthcare products to customers through its directly-owned stores. The Pharmacy Group offers a wide range of products, including prescription and over-the-counter (“OTC”) drugs, nutritional supplements, traditional Chinese medicines, personal and family care products and medical devices, as well as miscellaneous items. The Company’s wholesale segments are engaged in the distribution of medical devices and pharmaceuticals. The Company’s medical services segments are engaged in providing medical services in the hospitals. As of December 31,2022, the details of the Company’s major subsidiaries are as follows: Name Place of incorporation and Principal activities and Effective Lasting Wisdom Holdings Limited British Virgin Island, a limited liability company Investment holding 100 Pukung Limited Hong Kong, a limited liability company Investment holding 100 Beijing Xinrongxin Industrial Development Co., Ltd. The PRC, a limited liability company Investment holding 100 Boyi (Liaoning) Technology Co., Ltd The PRC, a limited liability company IT Technology service research and development 100 Dalian Boyi Technology Co., Ltd The PRC, a limited liability company IT Technology service research and development 100 Chongqing Guanzan Technology Co., Ltd. The PRC, a limited liability company Wholesale distribution of medical devices in the PRC 100 Chongqing Shude Pharmaceutical Co., Ltd. The PRC, a limited liability company Wholesale distribution of generic drugs in the PRC 95 Chongqing Lijiantang Pharmaceutical Co., Ltd. The PRC, a limited liability company Wholesale distribution of generic drugs in the PRC 100 Bimai Pharmaceutical (Chongqing) Co., Ltd. The PRC, a limited liability company Investment holding 100 Chongqing Guoyitang Hospital Co., Ltd. The PRC, a limited liability company Hospital in the PRC 100 Chongqing Huzhongtang Healthy Technology Co., Ltd. The PRC, a limited liability company Wholesale distribution of generic drugs in the PRC 100 Chaohu Zhongshan Minimally Invasive Hospital Co.,Ltd. The PRC, a limited liability company Hospital in the PRC 100 Yunnan Yuxi Minkang Hospital Co., Ltd. The PRC, a limited liability company Hospital in the PRC 100 Wuzhou Qiangsheng Hospital Co., Ltd. The PRC, a limited liability company Hospital in the PRC 100 Suzhou Eurasia Hospital Co., Ltd. The PRC, a limited liability company Hospital in the PRC 100 Bimai Hospital Management (Chongqing) Co. Ltd The PRC, a limited liability company Hospital management in the PRC 100 Pusheng Pharmaceutical Co., Ltd The PRC, a limited liability company Wholesale distribution of generic drugs in the PRC 100 |
Going Concern Uncertainties
Going Concern Uncertainties | 12 Months Ended |
Dec. 31, 2022 | |
Going Concern Uncertainties [Abstract] | |
GOING CONCERN UNCERTAINTIES | 2. GOING CONCERN UNCERTAINTIES The accompanying 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 consolidated financial statements, the Company incurred a net loss of $22,393,259 and $34,985,956 and recorded a cash outflow from operating activities of $10,255,206 and $4,436,774 for the financial years ended December 31, 2022 and 2021, respectively. As of December 31, 2022 and 2021, the Company in net current liabilities of $2,126,672 and $932,492 and had accumulated deficit of $70,143,785 and $47,900,930. Management believes these factors raise substantial doubt about the Company’s ability to continue as a going concern for the next twelve months. The continuation of the Company as a going concern through the next twelve months is dependent upon (1) the continued financial support from its stockholders or its ability to obtain external financing, and (2) further implement management’s business plan to extend its operations and generate sufficient revenues to meet its obligations. While the Company believes in the viability of its strategy to increase sales volume and in its ability to raise additional funds, there can be neither any assurances to that effect, nor any assurance that the Company will be successful in securing sufficient funds to sustain the operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to reflect the possible future effect on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the outcome of these uncertainties. Management believes that the actions presently being taken to obtain additional funding and implement its strategic plan provides the opportunity for the Company to continue as a going concern. We have restated our financial statements for year ended December 31, 2021 to correct errors identified in our prior financial statements. In FY2021,we recorded amortization of convertible note in G&A expense account, it has been revised to record amortization of convertible note in other income(expense) account. The restatement was necessary to address misstatement of financial statements. The impact of the restatement on our financial statement is reclassification of other expense in financial statements. We have concluded that the restatement does not materially affect our liquidity or our compliance with debt covenants or other financial obligations. We previously erroneously recorded amortization of our convertible note as G&A expense in the financial statements for the year ended December 31, 2021 and 2020. We now record the amortization of the convertible notes in other income expense account, consistent with our statement of cash flow. The amortization of convertible note for the year ended December 31, 2022 and 2021 is $2,252,401 and $2,091,927, respectively. We have taken steps to address the cause of the restatement and to improve our internal controls over financial reporting. We hired a consulting firm to assist our accounting department on internal controls and financial reporting. We are committed to maintaining the integrity of our financial statements and to providing accurate and transparent financial information to our investors. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ● Basis of presentation These consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). These 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 consolidated financial information as of December 31, 2022 and 2021 and for the years ended December 31, 2022 and 2021 have been prepared, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures, which are normally included in annual consolidated financial statements prepared in accordance with U.S. GAAP, have been omitted pursuant to those rules and regulations. The consolidated financial information should be read in conjunction with the consolidated financial statements and the notes. ● Use of estimates The preparation of the consolidated financial statements in conformity with the U.S. GAAP requires management to make estimates and judgments that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities on the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. 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, impairment of goodwill, collectability of accounts receivable, advances to suppliers, allowance for doubtful accounts, reserve of inventory and valuation of derivative liabilities. While the Company believes that the estimates and assumptions used in the preparation of the 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 cash held in its bank accounts. ● Accounts receivable and allowance for doubtful accounts Accounts receivable are recorded at the invoiced amount and do not bear interest, which are due within contractual payment terms, generally 30 to 90 days from delivery. Credit is extended based on evaluation of a customer’s financial condition, the customer credit-worthiness and their payment history. Accounts receivable outstanding longer than the contractual payment terms are considered past due. Past due balances over 90 days and over a specified amount are reviewed individually for collectability. At the end of each period, the Company specifically evaluates individual customer’s financial condition, credit history, and the current economic conditions to monitor the progress of the collection of accounts receivables. For the receivables that are past due or not being paid according to payment terms, the appropriate actions are taken to exhaust all means of collection, including seeking legal resolution in a court of law. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have any off-balance-sheet credit exposure related to its customers. As of December 31, 2022 and 2021, the allowance for doubtful accounts was $1,380,929 and $53,698, respectively. ● Advances to suppliers Advances to suppliers consist of prepayments to the Company’s vendors, such as pharmaceutical manufacturers and medicine suppliers. The Company typically prepays for the purchase of our merchandise, especially for those salable, scarce, personalized medicine or medical devices. The Company typically receive products from vendors within three to nine months after making prepayments. The Company continuously monitor delivery from, and payments to, the vendors while maintaining a provision for estimated credit losses based upon historical experience and any specific supplier issues, such as discontinuing of inventory supply, that have been identified. If the Company has difficulty receiving products from a vendor, the Company would cease purchasing products from such vendor, request return of our prepayment promptly, and if necessary, take legal action. The Company has not taken such type of legal action during the reporting periods. If none of these steps are successful, management will then determine whether the prepayments should be reserved or written off. As of December 31, 2022 and 2021, the allowance for doubtful accounts was $ Nil ● Business held for sale In late 2022, the Company committed to a plan to dispose of the Zhongshan, Minkang, Eurasia, Qiangsheng and Guoyitang hospitals. On December 28, 2022, we entered into an agreement to transfer 87% of the equity interests in Zhongshan to the prior owner. As consideration for the transfer, the seller agreed to return to us the 40,037 shares of Common Stock, that were previously issued as part of the closing consideration. The transaction is expected to close in the second quarter of 2023. On December 28, 2022, we entered into an agreement to transfer 90% of the equity interests in Qiangshen, Minkang and Eurasia to the previous owners. As consideration for the transfer, the sellers agreed to return to us the 80,000 shares of Common Stock which were previously issued upon the acquisition of the three hospitals. The sales of Qiangsheng, Minkang and Eurasia are expected to close in the second quarter of 2023. The Company determined that the plan and the subsequent actions taken to dispose of the four hospitals qualified as a held for sale operation under the criteria set forth in the ASC 205-20 Presentation of Financial Statements – Discontinued Operation. The carrying amount of the major classes of assets and liabilities of the business held for sale as of December 31, 2022 and 2021 consist of the following: December 31, December 31, 2022 2021 Assets from held for sale Current assets Cash and cash equivalents $ 53,928 $ 87,741 Accounts receivable, net 501,054 146,805 Advances to suppliers 211,335 136,425 Amount due from related parties 350,577 622,554 Inventories, net 155,736 238,309 Prepayments and other receivables 827,043 393,020 Operating lease-right of use assets - - Total current assets 2,099,673 1,624,854 Non-current assets Deferred tax assets (133 ) (145 ) Property, plant and equipment, net 1,254,328 1,573,342 Intangible assets, net - - Operating lease-right of use assets 2,506,954 3,120,810 Goodwill - - Long-term investment - - Total non-current assets 3,761,149 4,694,007 Total assets from held for sale $ 5,860,822 $ 6,318,861 Liabilities from held for sale Current liabilities Short-term loans $ 215,375 $ 235,268 Long-term loans due within one year - - Convertible promissory notes, net - - Accounts payable, trade 1,480,098 1,870,661 Advances from customers 1,537 48,486 Amount due to related parties - - Taxes payable 336,755 354,057 Other payables and accrued liabilities 739,873 533,633 Lease liability-current 466,312 503,452 Total current liabilities 3,239,950 3,545,587 Non-current liabilities Lease liability-non current 2,245,373 2,746,512 Long-term loans - non-current - - Total non-current liabilities 2,245,373 2,746,512 Total liabilities 5,485,323 6,292,099 The summarized operating results of the business held for sale included in the Company’s consolidated statements of operations consist of the following: For the year ended 2022 2021 Revenues $ 5,446,619 5,350,061 Cost of revenues 2,644,003 3,213,602 Gross profit 2,802,616 2,136,459 Operating expense 3,077,452 2,137,692 Other expense (352,145 ) (201,268 ) Loss before income taxes (626,981 ) (202,501 ) Income tax expense 22,164 26,339 Loss from business held for sale $ (649,145 ) $ (228,840 ) ● 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 reserve based on the excess quantities on hand equal to the difference, if any, between the cost of the inventory and its estimated market value, or obsolescence of inventories determined principally by customer demand. As of December 31, 2022 and 2021, the Company recorded allowance for obsolete inventories (the Pharmacy Group’s expired medicine) of $59,567 and $93,884, 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 Improvement Shorter of lease term or useful life 5 % Expenditures for repairs and maintenance are expensed as incurred. When assets have been retired or sold, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in the results of operations. ● Leases On January 1, 2020 the Company adopted Accounting Standards Update (“ASU”) 2016-02. For all leases that were entered into prior to the effective date of ASC 842, we elected to apply the package of practical expedients. Based on this guidance, the Company did not reassess the following: (1) whether any expired or existing contracts are or contain leases; (2) the lease classification for any expired or existing leases; and (3) initial direct costs for any existing leases. The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, current portion of obligations under operating leases, and obligations under operating leases, non-current on the Company’s consolidated balance sheets. Finance leases are included in property and equipment, net, current portion of obligations under capital leases, and obligations under capital leases, non-current on our consolidated balance sheets. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date, adjusted by the deferred rent liabilities at the adoption date. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. The operating lease ROU asset also includes any lease payments made and excludes lease incentives and initial direct costs incurred. The Company’s terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Operating lease expense is recognized on a straight-line basis over the lease term. ● Goodwill Goodwill represents the excess of the consideration paid of an acquisition over the fair value of the net identifiable assets of the acquired subsidiary at the date of acquisition. Goodwill is not amortized , The Company reviews the carrying value of intangible assets not subject to amortization, including goodwill, to determine whether impairment may exist annually or more frequently if events and circumstances indicate that it is more likely than not that an impairment has occurred. The Company has the opinion to assess qualitative factors to determine whether it is necessary to perform the two-step in accordance with ASC 350-20. If the Company believes, as a result of the qualitative carrying amount, the two-step quantities impairment test described below is required. The first step compares the fair values of each reporting unit to its carrying amount, including goodwill. If the fair value of each reporting unit exceeds its carrying amount, goodwill is not considered to be impaired and the second step will not be required. If the carrying amount of a reporting unit exceeds its fair value, the second step compares the implied fair value of goodwill to the carrying value of a reporting unit’s goodwill. The implied fair value of goodwill is determined in a manner similar to accounting for a business acquisition with the allocation of the assessed fair value determined in the first step to the assets and liabilities of the reporting unit . . . 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 December 31, 2022 and 2021, the Company recorded impairments for goodwill of $5,385,811 and $26,128,171, respectively . At the date of the most recent annual goodwill impairment test, all the reporting units’ fair value were either equal to or slightly higher than their carrying values. None of the reporting units’ fair values were substantially in excess of their carrying values. The fair value of the goodwill associated with each of the Guanzan Group (which covers the wholesale pharmaceutical, wholesale medical devices and the Lijiantang Pharmacies segments) and the medical services segment (consisting of Guoyitang, Zhongshan and the Qiangsheng, Eurasia and Minkang hospitals), were equal to their carrying value after their last impairment test and the fair value of the goodwill for Zhuoda only exceeded its carrying value by approximately 5.62%. Zhuoda has been stripped off on October 31,2022, so there is no goodwill of Zhuoda for impairment assessment in 2022. Accordingly, the goodwill associated with Guanzan Group, Guoyitang, Zhongshan and Qiangsheng, Eurasia and Minkang are considered at risk for impairment in future periods. The fair value of a reporting unit is based on discounted estimated future income statement. The assumptions used to estimate fair value include management’s estimates of future growth rates, operating revenue, and discount rates. We disclose the methodology used to determine the fair values of our reporting units for our annual impairment review as using the income approach. All of our reporting units share similar characteristics due to the nature of their businesses and operating model. As a result, the methodology used to determine fair value and the key estimates and assumptions used in our annual goodwill review are consistent for all of our reporting units. Our key assumptions used includes revenue growth, profit margins, terminal value growth rates, capital expenditures projections, assumed tax rates, discount rates, other assumptions deemed reasonable by the management and relevant comparable to similar industry. We believe that the estimates and assumptions made are reasonable, but they are susceptible to change from period to period. Actual results of operations, cash flows and other factors will likely differ from the estimates used in our valuation, and it is possible that differences and changes could be material. A deterioration in profitability, adverse market conditions, changes in regulatory developments, changes in category growth rates as a result of changing consumer preferences, loss of key personnel, the disposition of a significant portion of a reporting unit and competitive activity or a slower or weaker economic recovery than currently estimated by management could have a significant impact on the assumption and estimation in calculating the fair value of our reporting units and could result in an impairment charge in the future. Potential events and changes in circumstances that could reasonably be expected to negatively affect the key assumptions are general economic conditions, regulatory developments, changes in category growth rates as a result of changing consumer preferences, loss of key personnel, the disposition of a significant portion of a reporting unit and competitive activity. ● Impairment of long-lived assets and intangible assets 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 revenues are net of value added tax (“VAT”) collected on behalf of PRC tax authorities in respect to the sales of products and services. 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) 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 at drugstores is recognized at the point of sale, which is when a customer pays for and receives the merchandise. Usually the majority merchandise, such as prescription and OTC drugs, are not refundable after the customers leave 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. The Company based on historical experience, a reserve for potential losses from denial of reimbursement on certain unqualified drugs is made to the receivables from the government agency. (2) Wholesale medical devices and wholesale pharmaceuticals The Group sales of wholesale medical device mainly through Guanzan, the group sales of wholesale pharmaceuticals mainly through Shude, Pusheng and Zhuoda, until its sale in October 2022.. The medical device and wholesale pharmaceuticals businesses primarily involve purchasing wholesale medical device and wholesale pharmaceuticals from the suppliers and then selling to customers. Upon obtaining purchase orders, the Company instructs 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 service The medical services segment conducts its hospital business through Guoyitang hospital, Zhongshan hospital, Qiangsheng hospital, Eurasia hospital and Mingkang hospital. Revenue from ancillary medical services is recognized when the related services have been rendered and includes outpatient and inpatient services.. For outpatient services, the patient normally receives outpatient treatment which contains various treatment components. Outpatient services contain more than one performance obligations, including (i) provision of consultation services and (ii) sale of pharmaceutical products. The Group allocates the transaction price to each performance obligation on relative stand-alone selling price basis. Both (i) provision of consultation services and (ii) sale of pharmaceutical products for which the control of services or pharmaceutical products is transferred at a point in time, revenue is recognized when the customer obtains the control of the completed services or pharmaceutical products and the Group has satisfied its performance obligations with present right to payment and the collection of the consideration is probable. For inpatient services, the customers normally receive inpatient treatment which contains various treatment components. Inpatient services contain more than one performance obligations, including (i) sale of pharmaceutical products and (ii) provision of inpatient healthcare services. The Group allocates the transaction price to each performance obligation on a relative stand-alone selling price basis. For revenue from (i) sale of pharmaceutical products for which control of services or pharmaceutical products is transferred at a point in time, revenue is recognized when the customer obtains the control of the completed services or pharmaceutical products and the Group has satisfied its performance obligations with present right to payment and the collection of the consideration is probable. For revenue from (ii) provision of inpatient healthcare services, the corresponding revenue is recognized over the service period when customers simultaneously receive the services and consumes the benefits provided by the Group’s performance as the Group performs. ● Cost of revenue Cost of revenues consists primarily of cost of goods purchased from suppliers plus direct material costs for packaging and storage, direct labor, which are directly attributable to the acquisition and maintaining of products for sales. Cost of revenues also include impairment loss of our products which are obsolete or expired for sale, if any. Shipping and handling costs, associated with the distribution of finished products to customers, are borne by the customers. ● Comprehensive income ASC Topic 220, “Comprehensive Income”, ● Beneficial conversion feature The Company evaluates the conversion feature to determine whether it was beneficial as described in ASC 470-20. The intrinsic value of a beneficial conversion feature inherent to a convertible note payable, which is not bifurcated and accounted for separately from the convertible notes payable and may not be settled in cash upon conversion, is treated as a discount to the convertible notes payable. This discount is amortized over the period from the date of issuance to the date the notes is due using the effective interest method. If the notes payable are retired prior to the end of their contractual term, the unamortized discount is expensed in the period of retirement to interest expense. In general, the beneficial conversion feature is measured by comparing the effective conversion price, after considering the relative fair value of detachable instruments included in the financing transaction, if any, to the fair value of the shares of common stock at the commitment date to be received upon conversion. ● Income taxes Income taxes are determined in accordance with the provisions of ASC Topic 740, “ Income Taxes ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts. For the years ended December 31, 2022 and 2021, the Company did not have any interest and penalties associated with tax positions. As of December 31, 2022, the Company did not have any significant unrecognized uncertain tax positions. The Company conducts the majority of its businesses in the PRC and is subject to tax in this jurisdiction. As a result of its business activities, the Company files tax returns that are subject to examination by the PRC. ● Value added tax Sales revenue represents the invoiced value of goods, net of VAT. All of the Company’s products are sold in the PRC and 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 raw materials and other materials included in the cost of producing or acquiring its finished products. 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 materials or finished goods; on the other hand, the Company records a VAT deductible in the accompanying financial statements net of any VAT payable at the end of reporting period. ● Convertible promissory notes The Company records debt net of debt discount for beneficial conversion features and warrants, on a relative fair value basis. Beneficial conversion features are recorded pursuant to the Beneficial Conversion and Debt Topics of the FASB Accounting Standards Codification. The amounts allocated to warrants and beneficial conversion rights are recorded as debt discount and as additional paid-in-capital. Debt discount is amortized to interest expense over the life of the debt. ● Debt issuance costs and debt discounts The Company may record debt issuance costs and/or debt discounts in connection with raising funds through the issuance of debt. These costs may be paid in the form of cash, or equity (such as warrants). These costs are amortized to interest expense through the maturity of the debt. If a conversion of the underlying debt occurs prior to maturity a proportionate share of the unamortized amounts is immediately expensed. ● Discontinued operation In accordance with ASC 205-20, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, a disposal of a component of an entity or a group of components of an entity is required to be reported as discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results when the components of an entity meets the criteria in paragraph 205-20-45-1E to be classified as held for sale. When all of the criteria to be classified as held for sale are met, including management, having the authority to approve the action, commits to a plan to sell the entity, the major current assets, other assets, current liabilities, and non-current liabilities shall be reported as components of total assets and liabilities separate from those balances of the continuing operations. At the same time, the results of all discontinued operations, less applicable income taxes (benefit), shall be reported as components of net income (loss) separate from the net income (loss) of continuing operations in accordance with ASC 205-20-45. On December 28, 2022, the Company entered into an agreement to transfer 87% of the equity interests in Zhongshan, to its former owner who previously sold 100% of the equity interests in Zhongshan to the Company pursuant to a stock purchase agreement. Pursuant to the Agreement, the Company will transfer 87% of the equity interests in Zhongshan to the former owner and will continue to own 13% of the equity interests in Zhongshan. As consideration for the sale of the 87% interest in Zhongshan, the former owner will return to the Company the 40,037 shares of the Company’s common stock, which were previously issued to him. Subsequent to their issuance, such shares were consolidated into 40,037shares as a result of a 1-for-5 reverse stock split on February 3, 2022 and a 1-for-10 reverse stock split on December 9, 2022. The former owner will release the Company from any and all claims relating to two earn out payments that were payable under the original purchase agreement. The Company will receive a put option to sell part or all of its 13% interest in Zhongshan before December 31, 2032, based on a valuation determined by a reputable third party appraisal firm jointly chosen by the Parties. The transaction is expected to close in the second quarter of 2023. On December 28, 2022, the Company entered into a |
The Acquisition of the Guanzan
The Acquisition of the Guanzan Group | 12 Months Ended |
Dec. 31, 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, was subject to post-closing adjustments based on the performance of the Guanzan Group in the years ending December 31, 2020 and 2021. 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. The following summarizes the identified assets acquired and liabilities assumed pursuant to the Guanzan Acquisition as of March 18, 2020: Items Amount Assets: Cash and cash equivalents $ 95,220 Accounts receivable, net 1,835,981 Advances to suppliers 1,222,986 Amount due from related parties 410,943 Inventories, net 950,225 Prepayments and other receivables 90,256 Property, plant and equipment, net 707,289 Intangible assets 254,737 Goodwill 6,686,053 Liabilities: Short-term loans (838,926 ) Long-term loans due within one year (250,663 ) Accounts payable, trade (1,303,399 ) Advances from customers (1,350,129 ) Amount due to related parties (106,720 ) Taxes payable (406,169 ) Other payables and accrued liabilities (390,593 ) Long-term loans – non current (186,796 ) Non-controlling interests (46,295 ) Total-net assets $ 7,374,000 On November 20, 2020, the parties to the Guanzan SPA entered into a Prepayment and Amendment Agreement (the “Prepayment Agreement”) for the prepayment of a portion of the Guanzan Cash consideration in the amount of RMB 20,000,000 (the “Prepayment”), in the form of shares of Common Stock valued at $15.00 per share, in light of Guanzan’s performance during the period from March 18, 2020 to September 30, 2020. On November 30, 2020, 200,000 shares 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 92,000 shares of Common Stock as payment in full for the balance of the post-closing consideration for the acquisition of Guanzan. The following reconciles the identified assets acquired and liabilities assumed pursuant to the Guanzan Acquisition and the Prepayment and Amendment Agreement made on November 20, 2020: The value of the shares issued on March 12, 2020 2,717,000 The value of the shares issued on November 30, 2020 839,000 The value of the shares issued on August 27, 2021 3,818,000 Total consideration $ 7,374,000 The fair value of all assets acquired and liabilities assumed is the estimated book value of Guanzan Group. Goodwill represent the excess of the fair value of purchase price over the amounts assigned to the fair value of the assets acquired and the liabilities assumed of Guanzan Group at the acquisition date. Upon the Guanzan Acquisition, the Company recognized its non-controlling interest in Shude in the amount of $46,295, representing the 20% non-controlling equity interest in Shude. On April 9, 2021, the Company increased its equity interest in Shude from 80% to 95.2% by making a direct capital investment of $4,892,293 in Shude. Shude is a pharmaceuticals distributor. Shude’s customers include a wide range of clinics, private and public hospitals and pharmacies in the PRC. |
The Acquisition of the Guoyitan
The Acquisition of the Guoyitang Hospital | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure of The Acquisition of the Guoyitang Hospital [Abstract] | |
THE ACQUISITION OF THE GUOYITANG HOSPITAL | 5. THE ACQUISITION OF THE GUOYITANG HOSPITAL On December 9, 2020, the Company entered into an agreement to acquire all of the outstanding equity of Guoyitang, the owner and operator of a private general hospital in Chongqing City, a southwest city of China, with 100 hospital beds. The aggregate purchase price for Guoyitang was $15,251,807 (RMB 100,000,000). Upon signing the agreement, 400,000 shares of Common Stock and approximately $3,096,119 (RMB 20,000,000) was paid as partial consideration for the purchase of Guoyitang. The transaction closed on February 2, 2021. The balance of the purchase price of approximately $6,100,723 (RMB 40,000,000) was subject to post-closing adjustments based on the performance of Guoyitang in 2021 and 2022. As a result of the performance failure of Guoyitang in 2021, the sellers are not eligible to receive any contingent payments. The following summarizes the identified assets acquired and liabilities assumed pursuant to the acquisition of Guoyitang as of February 2, 2021. Items Amount Assets Cash and cash equivalents $ 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 Operating lease-right of use assets 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 | 12 Months Ended |
Dec. 31, 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 in February 2021. The balance of the purchase price of approximately $6,100,723 (RMB 40,000,000) was subject to post-closing adjustments based on the performance of Zhongshan Hospital in 2021 and 2022. The transaction closed on February 5, 2021. As a result of the performance failure of Zhongshan in the year ended December 31, 2021, the seller is not eligible to receive any contingent payments. The following summarizes the identified assets acquired and liabilities assumed pursuant to the Zhongshan Acquisition as of February 5, 2021: Items Amount Assets Cash and cash equivalents $ 46,748 Accounts receivable, net 92,900 Inventories, net 108,413 Prepayments and other receivables 432,231 Property, plant and equipment, net 344,208 Operating lease-right of use assets 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. On December 28, 2022, we entered into an agreement to transfer 87% of the equity interests in Zhongshan to the prior owner. As consideration for the transfer, the seller agreed to return to us the 40,037 shares of Common Stock, that were previously issued as part of the closing consideration. The transaction is expected to close in the second quarter of 2023. |
The Acquisition of the Qiangshe
The Acquisition of the Qiangsheng, Eurasia and Minkang Hospitals | 12 Months Ended |
Dec. 31, 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 three private hospitals in the PRC, the Qiangsheng, Eurasia and Minkang hospitals. Pursuant to the agreement, the Company agreed to purchase all the issued and outstanding equity interests in the three hospitals in consideration of approximately $25,023,555 (RMB162,000,000) to paid by the issuance of 4,000,000 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 “Cash Consideration”). The first payment of the Cash Consideration was RMB 20,000,000 (approximately $3,097,317). The second and third payments of the Cash Consideration of RMB 64,000,000 (approximately $9,911,416) were subject to post-closing adjustments based on the performance of Qiangsheng, Eurasia and Minkang in 2021 and 2022. The sellers had the right to receive the second and third payments in the form of shares of Common Stock valued at $15.00 per share or in cash. The transaction closed on May 6, 2021, at which time 4,000,000 shares of Common Stock were issued. As a result of the performance failure by the three hospitals for the year ended December 31, 2021, the sellers are not eligible to receive any contingent payments. The following summarizes the identified assets acquired and liabilities assumed pursuant to the Qiangsheng, Eurasia and Minkang acquisitions as of May 6, 2021: Items Amount Assets Cash and cash equivalents $ 12,341 Accounts receivable, net 41,836 Inventories, net 156,576 Advances and other receivables 40,620 Property, plant and equipment, net 653,104 Operating lease-right of use assets 2,168,709 Goodwill 9,067,529 Liabilities Accounts payable, trade (355,980 ) Advances from customers (36,798 ) Tax payable (345,870 ) Other payables and accrued liabilities (311,174 ) Lease liability-current (365,788 ) Lease liability-non current (1,988,195 ) Total net assets $ 8,736,910 The fair value of all assets acquired and liabilities assumed is the estimated book value of the Qiangsheng, Eurasia and Minkang hospitals. Goodwill represents the excess of the fair value of purchase price over the amounts assigned to the fair value of the assets acquired and the liabilities assumed of Qiangsheng, Eurasia and Minkang Hospitals at the acquisition date. On December 28, 2022, we entered into an agreement to transfer 90% of the equity interests in Qiangsheng, Minkang and Eurasia to the previous owners. As consideration for the transfer, the sellers agreed to return to us the 80,000 shares of Common Stock which were previously issued upon the acquisition of the three hospitals. The sales of Qiangsheng, Minkang and Eurasia are expected to close in the second quarter of 2023. |
The Acquisition of Zhuoda
The Acquisition of Zhuoda | 12 Months Ended |
Dec. 31, 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 $150.00 per share (approximately $6,600,000) was issued as partial consideration for the purchase. The remainder of the purchase price of approximately $4,800,000 (RMB 31,680,000), was subject to post-closing adjustments based on the performance of Zhuoda in 2022 and 2023. The transaction closed on October 8, 2021. As the future performance of Zhuoda in 2022 and 2023 was uncertain, the total acquired consideration at the acquisition date and at December 31, 2021 was calculated based on the value of the closing payment without taking into consideration of potential payments based on future performance. The following summarizes the identified assets acquired and liabilities assumed pursuant to Zhuoda acquisition as of October 8, 2021: Items Amount Assets Cash and cash equivalents $ 102,350 Accounts receivable, net 804,083 Inventories, net 131,456 Advances and other receivables 886,370 Property, plant and equipment, net 6,579 Operating lease-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 ) Tax payable (24,787 ) Other payables and accrued liabilities (493,868 ) Lease liability-current (7,217 ) Lease liability-non current (14,265 ) Total net assets $ 1,498,199 The fair value of all assets acquired and liabilities assumed is the estimated book value of the Zhuoda. Goodwill represents the excess of the fair value of purchase price over the amounts assigned to the fair value of the assets acquired and the liabilities assumed of Zhuoda at the acquisition date. On October 19, 2022, the Company entered into an agreement to sell Zhuoda to its former owners. Pursuant to the agreement, the Company will sell 100% of the equity interests in Zhuoda that it previously purchased for 44,000 shares of its common stock. The 44,000 shares will be returned to the Company as the full consideration of the sale of the interests in Zhouda. In connection with the execution of the Agreement, the parties also agreed to terminate the original agreement, and that none of the parties or any of their related parties will have any debt, obligation or liability to the original sellers in connection with or resulting from the earnout payment under the original agreement. The Company closed this transaction in November 2022. |
The Sale of Zhuoda
The Sale of Zhuoda | 12 Months Ended |
Dec. 31, 2022 | |
The Sale of Zhuoda [Abstract] | |
THE SALE OF ZHUODA | 9. THE SALE OF ZHUODA The Company’s wholly-owned Guanzan subsidiary agreed to sell its 100% equity interest in Zhuoda and its wholly-owned subsidiary Qianmei to the former owner. Guanzan had previously purchased Zhuoda for 44,000 shares of the Company’s common stock. As consideration for the sale, the buyer will return the 44,000 shares to the Company. The summarized operating results of the Zhuoda and its subsidiary in the Company’s condensed consolidated statements of operations for the year ended December 31, 2022 consisted of the following: For the year ended 2022 Revenues $ 2,713,818 Cost of revenues 2,314,877 Gross profit 398,941 Operating expense 392,875 Other income (expense) (45,146 ) Loss before income taxes (39,080 ) Income tax expense 1,425 Net income/(loss) from discontinued operations $ (40,505 ) The assets and liabilities for discontinued operations of Zhuoda con sisted of the following items as of December 31, 2021: December 31, December 31, 2022 2021 Assets from discontinued operations Current assets Cash and cash equivalents $ 13,922 $ 100,678 Accounts receivable, net 1,951,997 984,030 Advances to suppliers 67,561 118,365 Amount due from related parties - - Inventories, net 101,059 162,882 Prepayments and other receivables 720,365 725,881 Operating lease-right of use assets - - Total current assets 2,854,904 2,091,836 Non-current assets Deferred tax assets - - Property, plant and equipment, net 1,442 2,507 Intangible assets, net - - Operating lease-right of use assets 10,044 15,959 Goodwill - - Long-term investment - - Total non-current assets 11,486 18,466 Total assets from discontinued operations $ 2,866,390 $ 2,110,302 Liabilities from discontinued operations Current liabilities Short-term loans $ 154,288 $ 795,583 Long-term loans due within one year - - Convertible promissory notes, net - - Accounts payable, trade 1,301,712 265,731 Advances from customers - 723 Amount due to related parties - - Taxes payable 441 218 Other payables and accrued liabilities 162,362 468,970 Lease liability-current 7,693 8,102 Total current liabilities 1,626,496 1,539,327 Non-current liabilities Lease liability-non current 6,976 12,727 Long-term loans – non-current 330,242 - Total non-current liabilities 337,218 12,727 Total liabilities 1,963,714 1,552,054 |
Accounts Receivable
Accounts Receivable | 12 Months Ended |
Dec. 31, 2022 | |
Accounts Receivable [Abstract] | |
ACCOUNTS RECEIVABLE | 10. ACCOUNTS RECEIVABLE The majority of the Company’s pharmacy retail revenues are derived from cash sales, except for sales to the government social security bureaus or commercial health insurance programs, which typically settle once a month. The Company routinely evaluates the need for allowance for doubtful accounts based on specifically identified amounts that the management believes to be uncollectible. If the actual collection experience changes, revisions to the allowance may be required. As of December 31, 2022 and 2021, accounts receivable consisted of the following: December 31, December 31, Accounts receivable, cost $ 4,813,160 $ 6,170,551 Less: allowance for doubtful accounts (1,604,874 ) (295,945 ) Accounts receivable, net $ 3,208,286 $ 5,874,607 |
Advances to Suppliers
Advances to Suppliers | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure of Advances to Suppliers [Abstract] | |
ADVANCES TO SUPPLIERS | 11. ADVANCES TO SUPPLIERS Advances to suppliers represent the amount the Company prepaid to its suppliers for merchandise for sale in the ordinary course of business. As of December 31, 2022 and 2021, the Company reported advances to suppliers as follow: December 31, December 31, Advances to suppliers, cost $ 6,589,759 $ 2,909,048 Advances to suppliers, net $ 6,589,759 $ 2,909,048 |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | 12. INVENTORIES The Company’s inventories consist of medical devices and pharmaceuticals that were purchased from third parties for resale to third party pharmacies, clinics, hospitals, and in our retail pharmacy stores, etc. Inventories consisted of the following: December 31, December 31, Pharmaceuticals $ 7,067,613 $ 1,966,809 Medical devices 614,231 302,035 Less: allowance for obsolete and expired inventory (27,602 ) (30,152 ) $ 7,654,242 $ 2,238,692 For the years ended December 31, 2022 and 2021, the Company accrued allowances of $27,602 and $30,152 respectively for obsolete and expired items. |
Prepayment and Other Receivable
Prepayment and Other Receivables | 12 Months Ended |
Dec. 31, 2022 | |
Prepayments and Other Receivables [Abstract] | |
PREPAYMENT AND OTHER RECEIVABLES | 13. PREPAYMENT AND OTHER RECEIVABLES Prepayments and other receivables represent the amount that the Company prepaid as rent deposits for its retail stores, hospitals and office space, special medical device purchase deposits, prepaid rental fee and professional services, advances to employees in the ordinary course of business, VAT deductibles and other miscellaneous receivables. The table below sets forth the balances as of December 31, 2022 and 2021, respectively. December 31, December 31, Deposits for rentals $ 132,960 $ 39,180 Deposit for property rights trading - - Prepaid expenses and improvements of offices 56,121 73,566 Deposit for purchase of medical devices 166,765 - VAT deductibles - 297,141 Deferred offering cost - 1,227,778 Deposit for sales platform 24,337 - Receivables from third party 66,986 61,781 Others 923,785 137,816 Less: allowance for doubtful accounts (23,875 ) (26,080 ) Prepayments and other receivables, net $ 1,347,079 $ 1,811,182 Management evaluates the recoverable value of these balances periodically according to the Company’s policy of credit and allowance for doubtful accounts. For the years ended December 31, 2022 and 2021, the Company recorded bad debt expenses of $23,875 and $26,080, respectively. |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT | 14. PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment consisted of the following: December 31, December 31, Building $ 749,526 $ 818,757 Office equipment 132,329 144,551 Electronic equipment 37,257 40,698 Furniture 30,764 39,273 Vehicles 168,512 174,353 Medical equipment 925,281 1,010,746 Leasehold improvement 598,677 605,394 2,642,346 2,833,772 Less: accumulated depreciation (938,926 ) (888,220 ) Property, plant and equipment, net $ 1,703,420 $ 1,945,552 Depreciation expenses for the years ended December 31, 2022 and 2021 were $220,064 and $240,660, respectively. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2022 | |
Intangible Assets [Abstract] | |
INTANGIBLE ASSETS | 15. INTANGIBLE ASSETS December 31, December 31, Software $ 19,679 $ 21,495 19,679 21,495 Less: accumulated amortization (3,496 ) (3,456 ) Intangible assets, net $ 16,183 $ 18,039 Amortization expense for the years ended December 31, 2022 and 2021 were $3,496 and $3,456, respectively. |
Long Term Investment
Long Term Investment | 12 Months Ended |
Dec. 31, 2022 | |
Long Term Investment [Abstract] | |
LONG-TERM INVESTMENT | 16. LONG-TERM INVESTMENT December 31, December 31, Long-term investment in Phenix Bio Inc $ 1,800,000 $ - Total long-term investment $ 1,800,000 $ - On July 5, 2022, we entered into a stock purchase agreement (as amended on February 27, 2023) with Mr. Fnu Oudom, the Chairman of our board of directors, whereby we agreed to acquire 100% of the equity interests in Phenix Bio Inc. (“Phenix”), a distributor of healthcare products in consideration of $1,800,000. The transaction closed effective March 15, 2023. The aggregate purchase price for the equity interests in Phenix was $180,000 in cash, which has been paid, plus 5,270,000 shares of the Company’s common stock, of which 270,000 shares will be issued upon the approval of the issuance by the Company’s shareholders and the balance of 5,000,000 shares will be issued if the aggregate net profit generated by Phenix is at least $2,500,000 in calendar year 2023 or in any fiscal quarter of 2023, subject to the approval of the Company’s shareholders. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
LEASES | 17. LEASES Balance sheet information related to the Company’s operating leases as of December 31, 2022 and 2021 was as follows: December 31, December 31, Right of Use Assets Operating lease $ 2,942,265 1,708,740 Total right of use assets $ 2,942,265 1,708,740 Operating Lease Obligations Current operating lease liabilities $ 532,630 442,628 Non-current operating lease liabilities $ 2,574,751 1,402,550 Total Lease Liabilities $ 3,107,381 1,845,178 Lease liability maturities as of December 31, 2022, are as follows: Operating 2023 683,240 2024 760,535 2025 773,941 2026 787,224 2027 and thereafter 743,755 Total minimum lease payments 3,748,695 Less: Amount representing interest (641,314 ) Total $ 3,107,381 |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill [Abstract] | |
GOODWILL | 18 GOODWILL Changes in the carrying amount of goodwill for the years ended December 31, 2022 and 2021 consisted of the following: December 31, December 31, Beginning balance $ 8,376,217 $ 34,504,388 Disposal of Zhuoda (924,740 ) - Addition during the year - - Impairment during the year (5,385,811 ) (26,128,171 ) Goodwill $ 2,065,666 $ 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 $10,443,49, and (iv) Minkang, Qiangsheng and Eurasia of $9,067,529, were initially recognized at the acquisition closing dates. Zhuoda has been sold in 2022. As of December 31, 2022 and December 31, 2021, our goodwill amounted to $2,065,666 and $8,376,217, respectively. Impairment losses for the years ended December 31, 2022 and 2021 was $5,385,811 and $26,128,171, respectively. |
Loans
Loans | 12 Months Ended |
Dec. 31, 2022 | |
Loans [Abstract] | |
LOANS | 19. LOANS Short-term loans December 31, December 31, China Minsheng Bank $ 114,867 $ - Postal Savings Bank of China 703,558 768,543 Total $ 818,425 $ 768,543 Guanzan borrowed $703,558 from Postal Savings Bank of China on December 22,2022. The loan is due on December 20, 2023 with an interest rate of 4.50%. Shude borrowed $114,867 from China Minsheng Bank on March 17, 2022, which is due on March 17, 2023, with an interest rate of 6.20%. For the years ended December 31, 2022 and 2021, the interest expense on short-term loans amounted to $65,807 and $41,076, respectively. Long-term loans December 31, December 31, Standard Chartered Bank $ - $ 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 360,825 562,455 China Construction Bank Chongqing Zhongxian Sub-branch 59,926 - Subtotal of long-term loans 420,751 907,193 Less: current portion (105,965 ) (369,187 ) Long-term loans – non current portion $ 314,786 $ 538,006 Guanzan borrowed $116,974 from Chongwing Nan’an Zhongyin Fuden Village Bank Co. Ltd. on February 25,2021, which is due on February 24, 2024, with an interest rate of 8.00%. Guanzan borrowed $71,792 from We Bank on April 26, 2022, for a term of two years, with an interest rate of 9.45%. Guanzan borrowed $23,931 and $119,653 and $39,485 from We Bank on September 6, 2022, for a term of two years, with an interest rate of 14.40%. Guanzan borrowed $24,514 from We Bank on December 26, 2020, which is due on March 26, 2023, with an interest rate of 10.06%. Guanzan borrowed $42,341 from We Bank on July 24, 2021, which is due on July 26, 2023, with an interest rate of 13.68%. Guanzan borrowed $39,109 from We Bank on October 7, 2021, which is due on September 26, 2023, with an interest rate of 12.96%. For the years ended December 31, 2022 and 2021, the interest expense on our long-term loans amounted to $75,962 and $106,600, respectively. Long-term loans maturities as of December 31, 2022, are as follows: December 31, 2023 105,965 2024 369,187 Total $ 475,152 |
Convertible Promissory Notes an
Convertible Promissory Notes and Embedded Derivative Instructions | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure of Convertible Promissory Notes and Embedded Derivative Instructions [Abstract] | |
CONVERTIBLE PROMISSORY NOTES AND EMBEDDED DERIVATIVE INSTRUCTIONS | 20. CONVERTIBLE PROMISSORY NOTES AND EMBEDDED DERIVATIVE INSTRUCTIONS On May 18, 2020, we entered into a securities purchase agreement (the “May SPA”) with two institutional investors (the “Institutional Investors”) to sell convertible notes having a face amount of $6,550,000 at an aggregate original issue discount of 19.85% (the “2020 Notes”) and ranking senior to all outstanding and future indebtedness of the Company. The 2020 Notes do not bear interest except upon the occurrence of an event of default. Each Institutional Investor also received a warrant (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 Warrant, the “2020 Warrants”) to purchase up to 10% of the aggregate number of shares of Common Stock at an initial exercise price of $14.225 per share (post-Split price and subject to the Event Market Price Adjustment), subject to increase based on the number of shares Common Stock issued pursuant to the 2020 Notes. Pursuant to the May SPA, two 2020 Notes each in the face amount of $2,225,000 were issued to the Institutional Investors in consideration of the payment of $1,750,000 in cash for each 2020 Note. The May SPA, the 2020 Notes and the warrants 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 were convertible at the election of the investors at the conversion price of $12.95 per share (post-Split Price and subject to the Event Market Price Adjustment), subject to adjustment in the event of default. Each investor also received a Institutional Investor 2020 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. Consolidated December 31, December 31, Carrying value as at January 1 5,211,160 3,328,447 Interest accrued at effective interest rate 2,585,840 7,282,713 Shares issued for interest payment - - Redemption of convertible promissory note (7,797,000 ) (5,400,000 ) Exchange differences - - Carrying value as at December 31 1,108,785 5,211,160 On November 18, 2021, we entered into a securities purchase agreement (the “November SPA”) with the same two Institutional Investors to sell them a series of senior convertible notes (the “2021 Notes”) with an original issue discount of 20% and ranking senior to all outstanding and future indebtedness of the Company in a private placement. Each Institutional Investor paid $3,250,000 in cash for a 2021 Note in the face amount of $3,900,000. The November SPA also provided for the issuance of additional 2021 Notes in an aggregate original principal amount not to exceed $3,900,000 under certain circumstances. The November SPA also contains provisions about the Market Event Price. The 2021 Notes, which were issued on November 22, 2021, mature on the eighteen-month anniversary of the issuance date, are payable by the Company in installments and are convertible at the election of the Institutional Investors at the conversion price of $3.25 (post-Split Price and subject to the Event Market Price Adjustment), which is subject to adjustment in the event of default. Each Institutional Investor also received a warrant (the “Institutional Investor 2021 Warrant”) to purchase 180,000 shares of Common Stock at an initial exercise price of $3.55 per share (subject to the Event Market Price Adjustment). The placement agent for the private placement received a warrant (the “Placement Agent 2021 Warrant”, together with the Institutional Investor 2021 Warrant, the “2021 Warrants”) to purchase up to 8% of the aggregate number of shares of Common Stock at an initial exercise price of $3.55 per share (post-Split Price and subject to the Event Market Price Adjustment), subject to increase based on the number of shares Common Stock issued pursuant to the 2021 Notes. The Company implemented a 1-for-5 reverse stock split (the “Split”) on February 3, 2022. 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. 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. December 31, 2022 2021 Convertible note – principal $ 1,108,785 $ 7,800,000 Convertible note – discount - (2,588,840 ) $ 1,108,785 $ 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: December 31, December 31, Dividend yield $ 0 % $ 0 % Expected volatility 171 % 171 % Risk free interest rate 0.87 % 0.87 % Expected life (year) 1.42 1.42 The value of the conversion option liability underlying the Notes and Convertible Notes as of December 31, 2022 and 2021 were nil nil |
Related Parties and Related Par
Related Parties and Related Parties Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Parties and Related Parties Transactions [Abstract] | |
RELATED PARTIES AND RELATED PARTIES TRANSACTIONS | 21. RELATED PARTIES AND RELATED PARTIES TRANSACTIONS As of December 31, 2022 and 2021, the total amounts payable to related parties and mil-level management was $4,600,441 and $730,285, respectively, which included: 1. As of December 31, 2022 and 2021, Amount payable to Mr. Yongquan Bi, the former Chief Executive Officer and Chairman of the Board of directors of the Company, of $27,699 and $30,258, respectively, free of interest and due on demand. These amounts represent the remaining balance that Mr. Yongquan Bi advanced for third party services on behalf of the Company during the ordinary course of business of the Company since the beginning of 2018. So far, it has not been paid. 2. As of December 31, 2022 and 2021, Amount payable to Mr. Li Zhou, the legal representative (general manager) of Guanzan, of $248,690 and $477,128 respectively is for daily operations and third party professional fees with no interest. So far, it has been paid. 3. As of December 31, 2022 and 2021, Amounts payable to Mr. Fuqing Zhang, the Chief Executive Officer of Xinrongxin of $172,730 and $188,684, respectively, free of interest and due on demand. The amount due to Mr. Fuqing Zhang is for reimbursable operating expenses that the Company owed to Mr. Zhang prior to the acquisition of Boqi Zhengji. So far, it has not been paid. 4. As of December 31, 2022 and 2021, Amounts payable to Mr. Youwei Xu, the financial manager of Xinrongxin of $11,784 and $12,872, respectively, free of interest and due on demand. The amount due to Mr. Xu, relates to reimbursable operating expenses that was owed to Mr. Xu prior to the acquisition of Boqi Zhengji. So far, it has not been paid. 5. As of December 31, 2022 and 2021, Amounts payable to Shaohui Zhuo, the general manager of Guoyitang of $4,671 and $5,102, respectively, was for daily operations with no interest. So far, it has not been paid. 6. As of December 31, 2022 and 2021, Amounts payable to Nanfang Xiao, a director of Guoyitang of $10,482 and $11,450, respectively, for daily operations with no interest. So far, it has not been paid. 7. As of December 31, 2022 and 2021, Amounts payable to Jia Song, the manager of Guoyitang of $4,385 and $4,791, respectively, was for daily operations with no interest. So far, it has not been paid. 8. As of December 31, 2022, Other payable to Mr. Fnu Oudom of $3,620,000, was for $2,000,000 personal loan with 6% interest rate on December 6, 2022, and $1,620,000 for the remaining balance for sale of Phoenix Entity. 9. As of December 31, 2022, Other payable to Mr. Song Tie Wei of $ 500,000, was personal loan on October 28, 2022, with a term of three months from November 3, 2022 to February 3, 2023. No interest if return on time. 1% interest from 3/3/2023. |
Other Payables and Accrued Liab
Other Payables and Accrued Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Other Payables and Accrued Liabilities [Abstract] | |
OTHER PAYABLES AND ACCRUED LIABILITIES | 22. OTHER PAYABLES AND ACCRUED LIABILITIES Other payables and accrued liabilities consisted of the following: December 31, December 31, Payroll payable $ 411,043 $ 671,147 Salary payable – related party (1) 2,135,333 1,005,833 Accrued operating expenses (900 ) - Social security payable - - Acquisition payable (2) - 403,305 Long-term payable - - Other payables 630,097 - Other payables and accrued liabilities, net $ 3,175,574 $ 2,080,285 (1) The Company entered into an employment agreement with Mr. Tiewei Song, the Chief Executive Officer of the Company, dated October 1, 2019, 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 100,000 shares of the Company’s common stock. The Company entered into the employment Agreement with Ms. Baiqun Zhong dated January 27, 2022, as the Interim CFO from May 21, 2021 until July 14, 2021 with base annual cash compensation of $250,000. We have not made any cash compensation to Ms. Zhong as of the date of this annual report, Mr. Xiaoping Wang (the “COO Executive Employment Agreement”) is for a term of one (1) year, effective January 1, 2022. Under the COO Executive Employment Agreement, Mr. Wang’s compensation will consist of an annual salary of $500,000 in cash and stock compensation of 500,000 shares of the Company’s common stock. We have not made any cash compensation to Mr. Wang as of the date of this annual report, |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders' Equity [Abstract] | |
STOCKHOLDERS' EQUITY | 23. STOCKHOLDERS’ EQUITY The Company is authorized to issue 200,000,000 shares of Common Stock, $0.001 par value. As of December 31, 2022 and 2021, it had 34,255,000 shares and 2,302,222 shares outstanding, respectively. As of December 31, 2022, the Company reserved a total of 15,806,052 shares of Common Stock pursuant to the requirements of the convertible promissory notes. On April 20, 2019 and October 7, 2019, the Company issued an aggregate of 300,000 shares of Common Stock as a part of the consideration for the acquisition of Boqi Zhengji. On March 12, 2020, the Company issued 190,000 shares of Common Stock for the acquisition of Guanzan. From April 6, 2020 through October 20, 2020, Power Up Lending Group Ltd., Crown Bridge Partners, LLC, Labrys Fund, LP, Morningview Financial, LLC,TFK Investments LLC, BHP Capital NY Inc., Firstfire Global Opportunities Fund, LLC and Platinum Point Capital LLC converted $1,534,250 of convertible notes plus interest into an aggregate of 331,643 shares of Common Stock. On November 30, 2020, the Company issued 200,000 shares of Common Stock as the prepayment of cash consideration payable to Guanzan. On December 2, 2020, the Institutional Investor, Hudson Bay Master Fund Ltd (“Hudson Bay”), converted $ 173,154 of a 2020 Note into 25,125 shares of Common Stock. From December 2, 2020, the Institutional Investor, CVI Investments, Inc.(“CVI”), converted $609,615 of a 2020 Note into 89,492 shares of Common Stock. From January 4, 2021 to February 9, 2021, Hudson Bay converted 2020 Notes in the aggregate principal amount of $2,150,000 plus interest into 276,943 shares of Common Stock. From January 4, 2021 to March 1, 2021, CVI converted 2020 Notes in the aggregate principal amount of $ 2,150,000 plus interest into 227,731 shares of the Common Stock. On February 2, 2021, the Company issued 40,000 shares of Common Stock as the Guoyitang Stock Consideration. On February 3, 2021, a holder of a convertible note issued on December 16, 2019 converted a part of the note in the aggregate principal amount of $ 74,473 plus interest into 20,706 shares of Common Stock. On February 11, 2021, the Company issued 5,000 shares of Common Stock to Real Miracle Investments Limited in consideration for consulting services. On March 26, 2021, the Company issued 40,000 shares of Common Stock as part of the Zhongshan acquisition. On April 20, 2021, the Company issued 80,000 shares of Common Stock as partial consideration for the acquisition of the Minkang, Qiangsheng and Eurasia hospitals. On April 29, 2021, the Company issued 10,000 shares of Common Stock as payment for improvements to offices located in Chongqing. On June 18, 2021, 32,500 shares of Common Stock were issued to CVI with respect to its cashless exercise of 650,000 warrants that were issued in 2020. On July 23, 2021, the Company issued 30,000 shares of Common Stock as payment for salary to three employees. From August 26, 2021 to November 30, 2021, Hudson Bay converted 2020 Notes in the aggregate principal amount of $2,400,000 into 970,173 shares of Common Stock. From August 26, 2021 to November 30, 2021, CVI converted Convertible Notes in the aggregate principal amount of $3,000,000 into 1,183,251 shares of Common Stock. On August 27, 2021, the Company issued 92,000 shares of Common Stock in full payment of the balance of the post-closing consideration for the acquisition of Guanzan. On September 22, 2021, the Company issued 44,000 shares of Common Stock as the initial consideration for the acquisition of Zhuoda. On January 7, 2022, the Company issued 600,000 shares of Common Stock as the initial consideration for the acquisition of Mali Hospital. On January 24, 2022, the Company issued 1,000,000 shares of Common Stock as the salary for Mr. Tiewei Song. On January 27, 2022, the Company entered into an employment agreement with Mr. Xiaping Wang for a term of one (1) year, effective January 1, 2022. Under the agreement, Mr. Wang’s compensation will consist of an annual salary of $500,000 in cash and stock compensation of 500,000 shares of the Company’s common stock. The Company issued 500,000 shares of our common stock to Mr. Wang on February 1,2022. On February 1, 2022, the Company issued 50,000 shares of Common Stock to Chongqing Jinmujinyang (Jiulongpo) Law Firm (a/k/a in English: Chongqing Kingmoon & Kingyang (Jiulongpo) Law Firm) as payment for services under a legal consulting agreement dated January 1, 2022. On February 2, 2022, the Company issued a press release announcing a 1-for-5 reverse stock split of its common stock would become effective on February 3, 2022. On July 18, 2022, 12,500,000 shares of Common Stock were issued to Mr. Fnu Oudom in consideration of $5 million upon the approval of stockholders at the Company’s 2022 annual meeting of shareholders. On December 8, 2022, the Company issued a press release announcing that a 1-for-10 reverse stock split of its common stock would become effective on December 9, 2022. On November 23, 2022, the Zhouda sale transaction closed, when 100% of the equity interests in Zhuoda were transferred to the buyers and the 44,000 shares of the Company’s common stock were returned to the Company as the full consideration. As of December 31, 2022, the Company has issued 15,806,052 shares of Common Stock upon conversion of outstanding convertible notes. From the legal perspective, the Reverse Split applied to the issued shares of the Company on the date of the Reverse Split and does not have any retroactive effect on the Company’s shares prior that date. However, for accounting purposes only, references to our ordinary shares in this annual report are stated as having been retroactively adjusted and restated to give effect to the Reverse Split, as if the Reverse Split had occurred by the relevant earlier date. |
Taxes
Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
TAXES | 24. TAXES Income Taxes United States of America BIMI is registered in the State of Delaware and is subject to the tax laws of United States of America. The Company has no tax position at December 31, 2022 for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. The Company does not recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. No such interest or penalties were recognized during the period presented. The Company had no accruals for interest and penalties at December 31, 2022. The Company’s utilization of any net operating loss carry forward may be unlikely as a result of its intended activities. As of December 31, 2022, the operations in the United States of America incurred $ 6,276,080 of cumulative net operating losses which can be carried forward to offset future taxable income. The net operating loss carryforwards begin to expire in 2039, if unutilized. The Company has provided for a full valuation allowance against the deferred tax assets of on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely than not that these assets will not be realized in the future. Hong Kong The Company’s subsidiary, Pukung is incorporated in Hong Kong and had no operating profit or tax liabilities during the period. Pukung is subject to tax at 16.5% on the assessable profits arising in or derived from Hong Kong. The PRC The Company’s subsidiaries operating in the PRC are subject to the Corporate Income Tax Law of the PRC at a unified income tax rate of 25%. The reconciliation of income tax rate to the effective income tax rate for the years ended December 31, 2022 and 2021 from our operation in the PRC is as follows: For the years ended 2022 2021 Loss before income taxes from operation in the PRC $ (3,479,593 ) $ (1,076,954 ) Statutory income tax rate 25 % 25 % Income tax expense at statutory rate (869,899 ) (269,239 ) Tax effect of non-deductible items 1,481 9,057 Tax effect of non-taxable entities 874,510 596,660 Tax effect of preferential tax rate - (306,806 ) Income tax expense $ 6,092 $ 29,674 Value-Added Tax and Other Withholding and Other Levies The Company’s products are sold in the PRC and are subject to 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 for raw materials and other materials included in the cost of producing or acquiring its finished products. 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 materials or finished goods: otherwise, the Company records a VAT deductible in the accompanying financial statements net of any VAT payable at the end of reporting periods. As of December 31, 2022 and 2021, the Company recorded VAT payable of $7,893 and $11,163, respectively. The Company is also subject to other levies such as stamp tax, unban construction tax, additional education tax which are charged by local governments. The rates of such levies are small and vary among the different jurisdictions in which the Company does business. The Company also acts as the personal income tax withholding agent for the salaries paid its employees. As of December 31, 2022 and 2021, the Company recorded other levies and withholding $13 and$642, respectively. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2022 | |
Net Loss Per Share [Abstract] | |
NET LOSS PER SHARE | 25. 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. The following table sets forth the computation of basic and diluted net loss per share for the years ended December 31, 2022 and 2021, giving effect to a 1-for-5 reverse split on February 3, 2022 and a 1-for-10 share reverse-split on December 9, 2022: For the years ended 2022 2021 Net loss from continuing operation attributable to common shareholders $ (21,628,406 ) $ (34,693,619 ) Net Income from discontinued operation attributable to common shareholders (689,650 ) (228,126 ) Total net loss attributable to common shareholders (22,318,056 ) (34,921,745 ) Weighted average number of common shares outstanding – Basic and diluted 2,664,653 536,293 loss per share – basic and diluted: Continuing operations $ (8.12 ) $ (64.69 ) Discontinued operations (0.26 ) (0.43 ) Total $ (8.38 ) $ (65.12 ) |
Statutory Reserves
Statutory Reserves | 12 Months Ended |
Dec. 31, 2022 | |
Statutory Reserves [Abstract] | |
STATUTORY RESERVES | 26. STATUTORY RESERVES Under the laws of the PRC the Company’s subsidiaries are required to make appropriations to the statutory reserve based on after-tax net earnings and determined in accordance with generally accepted accounting principles of the People’s Republic of China (the “PRC GAAP”). Appropriation to the statutory reserve should be at least 10% of the after-tax net income until the reserve is equal to 50% of the registered capital. The statutory reserve is established for the purpose of providing employee facilities and other collective benefits to the employees and is non-distributable other than in liquidation. |
Segments
Segments | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
SEGMENTS | 27. SEGMENTS General Information of Reportable Segments The Company operates in four reportable segments: wholesale medical devices, wholesale pharmaceuticals, medical services and retail pharmacies. The wholesale medical devices segment distributes medical devices, including medical consumables to drug stores, private clinics, pharmaceutical dealers and hospitals. The wholesale pharmaceuticals segment includes supplying prescription and OTC medicines, TCM, healthcare supplies and sundry items to clinics, third party pharmacies, hospitals and other drug vendors. The medical services segment includes the hospitals acquired in 2021.The retail pharmacy segment sells prescription and OTC medicines, traditional Chinese medicines (“TCM”), healthcare supplies, and sundry items to retail customers through its directly-owned pharmacies and authorized retail stores. To date, there were no inter-segment revenues between our retail pharmacy and wholesale pharmaceuticals segments. The segments’ accounting policies are the same as those described in the summary of significant accounting policies. The Company’s chief operating decision maker (“CODM”), who is the CEO of the Company, evaluates performance of each of the segments based on profit or loss from continuing operations net of income tax. The Company’s reportable business segments are strategic business units that offer different products. Each segment is managed independently because they require different operations and markets to distinct classes of customers. Information about 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 CODM did not allocate to segments to evaluate the segments performance and allocate resources 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 year ended December 31, 2022 Retail Medical Drugs Medical Others Total Revenues from external customers $ 856,596 $ 4,142,455 $ 6,831,328 $ - $ - $ 11,830,379 Cost of revenues $ 179,386 $ 3,273,768 $ 6,417,821 $ - $ 9,454 $ 9,880,429 Depreciation, depletion, and amortization expense $ 19,495 $ 46,563 $ 173 $ - $ 11,708 $ 77,939 Loss $ (432,419 ) $ (126,869 ) $ (2,095,750 ) $ (72,598 ) $ (18,900,770 ) $ (21,628,406 ) Total assets $ 594,996 $ 3,771,472 $ 13,223,957 $ 1,058,525 $ 11,204,718 $ 29,853,668 For year ended December 31, 2021 Retail Medical Drugs Medical Others Total Revenues from external customers $ 316,647 $ 3,445,107 $ 16,495,373 $ 1,048,318 $ 14,165 $ 21,319,610 Cost of revenues $ 200,162 $ 3,033,702 $ 14,553,641 $ 1,000,582 $ 105,580 $ 18,893,667 Depreciation, depletion, and amortization expense $ 20,742 $ 36,122 $ 1,724 $ 17,680 $ 94,265 $ 170,532 Profit (loss) $ (562,641 ) $ 186,473 $ 773,148 $ 85,388 $ (35,175,987 ) $ (34,693,619 ) Total assets $ 355,973 $ 3,831,664 $ 10,297,205 $ 1,262,464 $ 13,951,896 $ 29,699,202 Reconciliations of Reportable Segment Revenues, Profit or Loss, and Assets, to the Consolidated Totals as of December 31, 2022 and 2021 and for the years ended December 31, 2022 and 2021. Revenues Year ended Total revenues from reportable segments $ 12,813,333 Other revenues - Elimination of inter segments revenues (982,954 ) Total consolidated revenues $ 11,830,379 Profit or loss Total (loss) from reportable segments $ (2,727,636 ) Elimination of inter segments profit or loss (696,567 ) Unallocated amount: Amortization of discount of Notes and Convertible Notes (3,260,788 ) Other corporation expense (14,943,415 ) Total net loss $ (21,628,406 ) Assets Total assets from reportable segments $ 36,787,755 Elimination of intersegments receivables (15,662,215 ) Unallocated amount: Other unallocated assets – Phenix Bio Inc 1,800,000 Other unallocated assets – Xinrongxin 4,167 Other unallocated assets – Liaoning Boyi 30,654 Other unallocated assets – Dalian Boyi 3,975 Other unallocated assets – Chongqing Bimai 1,624,154 Other unallocated assets – BIMI 5,265,178 Total consolidated assets $ 29,853,668 Revenues Year ended Total revenues from reportable segments $ 25,685,842 Other revenues 14,165 Elimination of inter segments revenues (4,380,397 ) Total consolidated revenues $ 21,319,610 Profit or loss Total income/(loss) from reportable segments $ 482,368 Elimination of inter segments profit or loss (671,410 ) Unallocated amount: Amortization of discount of Notes and Convertible Notes (2,252,401 ) Other corporation expense (15,201,469 ) Total net loss $ (17,642,912 ) Assets Total assets from reportable segments $ 36,523,225 Elimination of intersegments receivables (25,344,121 ) Unallocated amount: Other unallocated assets –Dalian Boyi 21,955 Other unallocated assets –Chongqing Bimai 18,173,386 Other unallocated assets – Liaoning Boyi 33,847 Other unallocated assets –Xinrongxin 3,188,516 Other unallocated assets – BIMI 5,531,557 Total consolidated assets $ 38,128,365 |
Entity-Wide Information and Con
Entity-Wide Information and Concentrations of Risk | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure of Entity-Wide Information and Concentrations of Risk [Abstract] | |
ENTITY-WIDE INFORMATION AND CONCENTRATIONS OF RISK | 28. ENTITY-WIDE INFORMATION AND CONCENTRATIONS OF RISK Entity-Wide Information (a) Revenues from each type of products and services For the years ended December 31, 2022 and 2021, respectively, the Company reported revenues for each type of product as follows: For the years ended 2022 2021 Medical devices wholesale $ 4,142,455 $ 3,445,107 Pharmaceuticals wholesale 6,831,328 16,495,373 Medical services - 1,048,318 Pharmacy retail 856,596 316,647 Others - 14,165 Total $ 11,830,379 $ 21,319,610 (b) Geographic areas information For the years ended December 31, 2022 and 2021, respectively, all of the Company’s revenues were generated in the PRC. There were no long-lived assets located outside of the PRC as of December 31, 2022 and 2021. (c) Major customers The Company engages in wholesale medical devices, wholesale pharmaceuticals, medical services and retail pharmacies in the PRC. All revenues were generated from customers located in the PRC. For the year ended December 31, 2022, no customer accounted for more than 10% of the Company’s total revenues. The customers who accounted for 10% or more of total revenues for the years ended December 31, 2021 and its outstanding accounts receivable balances as of December 31,2021, are presented as follows: For the year ended As of Customers Segment Sales Percentage Account Customer B pharmaceuticals segment $ 2,865,755 13.44 % $ - Customer A pharmaceuticals segment 2,828,121 13.27 % Customer D pharmaceuticals segment 2,705,824 12.69 % (d) Major vendors For the year ended December 31, 2022, the vendors who accounted for 10% or more of the Company’s purchases and its outstanding accounts payable balances as of December 31,2022, are presented as follows: For the year ended As of Vendors Segment Purchases Percentage Account Vendor A medicines $ 8,803,743 51.50 % $ - Vendor B medical devices 1,870,017 10.94 For the year ended December 31, 2021, the vendors who accounted for 10% or more of the Company’s purchases and its outstanding accounts payable balances as of December 31,2021, are presented as follows: For the year ended As of Vendors Segment Purchases Percentage Account Vendor A pharmaceuticals segment $ 2,730,230 44.25 % $ - (e) 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 collateral 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. (f) 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 variable rate debt, limiting the amount of variable rate debt, and continually monitoring the effects of market changes in interest rates. As of December 31, 2022 and 2021, convertible promissory notes, short-term and long-term loans were at fixed rates. (g) Exchange rate risk The reporting currency of the Company is the United States Dollar, to date the majority of the revenues and costs are denominated in RMB and a significant portion of the assets and liabilities are denominated in RMB. As a result, the Company is exposed to foreign exchange risk as its revenues and results of operations may be affected by fluctuations in the exchange rate between $ and RMB. If RMB depreciates against $, the value of RMB revenues and assets as expressed in $ financial statements will decline. The Company does not hold any derivative or other financial instruments that expose to substantial market risk. (h) 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 slowdown the growth of the global economy, including the PRC, and this effect might be continued until the pandemic of COVID-19 was over. The slowdown of the growth of the PRC’s economy might has an adverse effect on our current business and future developments if we would not catch the opportunities of the increasing demand of medical products and the medical services in China. The Company’s operations in the PRC are subject to special considerations. These include risks associated with, among others, the political, economic and legal environment and foreign currency exchange. The Company’s results may be adversely affected by changes in the political and social conditions in the PRC, and by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion, remittances abroad, and rates and methods of taxation. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 29. SUBSEQUENT EVENT On December 28, 2022, we entered into an agreement to transfer 87% of the equity interests in Zhongshan to its prior owner, and will continue to own 13% of the equity interests in Zhongshan. .As consideration for the transfer, the former owner will return the 200,000 shares of the Company’s common stock, which were previously and will release us from any and all claims relating to two earnout payments that were payable under the original purchase agreement. The Company will receive a put option to sell part or all of the retained shares before December 31, 2032, based on a valuation determined by a third-party appraisal firm jointly chosen by the parties. The transaction is expected to close in the second quarter of 2023. On December 28, 2022, we entered into an agreement to transfer 90% of the equity interests in the Qiangsheng, Eurasia and Minkang hospitals to the former owners and will continue to retain 10% equity interests in each of the three hospitals. As consideration for the transfer, the former owners will return to the Company the 400,000 shares of the Company’s common stock, which were previously issued. The Company will also receive a put option to sell part or all of the retained shares to the former owners before December31, 2032, based on a valuation determined by a third-party appraisal firm jointly chosen by the parties. The sales of Qiangsheng, Minkang and Eurasia are expected to close in the second quarter of 2023. On July 5, 2022, we entered into a stock purchase agreement (as amended on February 27, 2023) with Mr. Fnu Oudom, the Chairman of our board of directors, whereby we agreed to acquire 100% of the equity interests in Phenix Bio Inc. (“Phenix”), a distributor of healthcare products. The transaction closed effective March 15, 2023. The aggregate purchase price for the equity interests in Phenix was $180,000 in cash, which has been paid, plus 5,270,000 shares of the Company’s common stock, of which 270,000 shares will be issued upon the approval of the issuance by the Company’s shareholders and the balance of 5,000,000 shares will be issued if the aggregate net profit generated by Phenix is at least $2,500,000 in calendar year 2023 or in any fiscal quarter of 2023, subject to the approval of the Company’s shareholders. Such issuance of shares was approved by the Company’s shareholders on April 13, 2023. On December 6, 2022, we sold a convertible promissory note (the “Note”) to Mr. Fnu Oudom for $ 2 million. The Note carries an annual interest rate of 6%, which is payable together with the principal amount one (1) year after the date of the Note. Seven (7) business days before the maturity date of the Note, the Note holder has the right to exercise a conversion right at a conversion price of $0.40, to have the aggregate amount of the principal and accrued interests repaid in shares (the “Note Shares”) of our Common Stock, in lieu of cash payment. The conversion price of $0.40 reflects a 60% premium on the closing price of the Common Stock on NASDAQ on the date of issuance of the Note, which was $0.25). On February 27, 2023, the Company and Mr. Oudom entered into an agreement (the “Prepayment Agreement”) whereby the parties agreed that the Company will exercise its prepayment right under the Convertible Note by issuing shares of Common Stock. In consideration of Mr. Oudom’s agreement to convert the Convertible Note in shares of Common Stock and to waive his right to any and all interest accrued and to be accrued under the Convertible Note, the Company agreed to issue 1,330,000 shares of Common Stock (the “Prepayment Shares”) at a conversion price of $1.50 per share, subject to the shareholders’ approval, as full payment of the $2,000,000 principal of the Convertible Note and accrued interest. Such issuance was approved by the Company’s shareholders on April 13, 2023. On February 27, 2023, the Company entered into a stock purchase Agreement (the “February SPA”) with Mr. Oudom, whereby the Company agreed to sell 2,500,000 shares of Common Stock to Mr. Oudom for $3,000,000 in cash, based on a purchase price of $1.50 per share, subject to shareholder approval of the issuance of such shares. Such issuance was approved by the Company’s shareholders on April 13, 2023. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of presentation | ● Basis of presentation These consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). These 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 consolidated financial information as of December 31, 2022 and 2021 and for the years ended December 31, 2022 and 2021 have been prepared, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures, which are normally included in annual consolidated financial statements prepared in accordance with U.S. GAAP, have been omitted pursuant to those rules and regulations. The consolidated financial information should be read in conjunction with the consolidated financial statements and the notes. |
Use of estimates | ● Use of estimates The preparation of the consolidated financial statements in conformity with the U.S. GAAP requires management to make estimates and judgments that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities on the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. 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, impairment of goodwill, collectability of accounts receivable, advances to suppliers, allowance for doubtful accounts, reserve of inventory and valuation of derivative liabilities. While the Company believes that the estimates and assumptions used in the preparation of the 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 cash held in its bank accounts. |
Accounts receivable and allowance for doubtful accounts | ● Accounts receivable and allowance for doubtful accounts Accounts receivable are recorded at the invoiced amount and do not bear interest, which are due within contractual payment terms, generally 30 to 90 days from delivery. Credit is extended based on evaluation of a customer’s financial condition, the customer credit-worthiness and their payment history. Accounts receivable outstanding longer than the contractual payment terms are considered past due. Past due balances over 90 days and over a specified amount are reviewed individually for collectability. At the end of each period, the Company specifically evaluates individual customer’s financial condition, credit history, and the current economic conditions to monitor the progress of the collection of accounts receivables. For the receivables that are past due or not being paid according to payment terms, the appropriate actions are taken to exhaust all means of collection, including seeking legal resolution in a court of law. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have any off-balance-sheet credit exposure related to its customers. As of December 31, 2022 and 2021, the allowance for doubtful accounts was $1,380,929 and $53,698, respectively. |
Advances to suppliers | ● Advances to suppliers Advances to suppliers consist of prepayments to the Company’s vendors, such as pharmaceutical manufacturers and medicine suppliers. The Company typically prepays for the purchase of our merchandise, especially for those salable, scarce, personalized medicine or medical devices. The Company typically receive products from vendors within three to nine months after making prepayments. The Company continuously monitor delivery from, and payments to, the vendors while maintaining a provision for estimated credit losses based upon historical experience and any specific supplier issues, such as discontinuing of inventory supply, that have been identified. If the Company has difficulty receiving products from a vendor, the Company would cease purchasing products from such vendor, request return of our prepayment promptly, and if necessary, take legal action. The Company has not taken such type of legal action during the reporting periods. If none of these steps are successful, management will then determine whether the prepayments should be reserved or written off. As of December 31, 2022 and 2021, the allowance for doubtful accounts was $ Nil |
Financing Receivable, Held-for-sale [Policy Text Block] | ● Business held for sale In late 2022, the Company committed to a plan to dispose of the Zhongshan, Minkang, Eurasia, Qiangsheng and Guoyitang hospitals. On December 28, 2022, we entered into an agreement to transfer 87% of the equity interests in Zhongshan to the prior owner. As consideration for the transfer, the seller agreed to return to us the 40,037 shares of Common Stock, that were previously issued as part of the closing consideration. The transaction is expected to close in the second quarter of 2023. On December 28, 2022, we entered into an agreement to transfer 90% of the equity interests in Qiangshen, Minkang and Eurasia to the previous owners. As consideration for the transfer, the sellers agreed to return to us the 80,000 shares of Common Stock which were previously issued upon the acquisition of the three hospitals. The sales of Qiangsheng, Minkang and Eurasia are expected to close in the second quarter of 2023. The Company determined that the plan and the subsequent actions taken to dispose of the four hospitals qualified as a held for sale operation under the criteria set forth in the ASC 205-20 Presentation of Financial Statements – Discontinued Operation. The carrying amount of the major classes of assets and liabilities of the business held for sale as of December 31, 2022 and 2021 consist of the following: December 31, December 31, 2022 2021 Assets from held for sale Current assets Cash and cash equivalents $ 53,928 $ 87,741 Accounts receivable, net 501,054 146,805 Advances to suppliers 211,335 136,425 Amount due from related parties 350,577 622,554 Inventories, net 155,736 238,309 Prepayments and other receivables 827,043 393,020 Operating lease-right of use assets - - Total current assets 2,099,673 1,624,854 Non-current assets Deferred tax assets (133 ) (145 ) Property, plant and equipment, net 1,254,328 1,573,342 Intangible assets, net - - Operating lease-right of use assets 2,506,954 3,120,810 Goodwill - - Long-term investment - - Total non-current assets 3,761,149 4,694,007 Total assets from held for sale $ 5,860,822 $ 6,318,861 Liabilities from held for sale Current liabilities Short-term loans $ 215,375 $ 235,268 Long-term loans due within one year - - Convertible promissory notes, net - - Accounts payable, trade 1,480,098 1,870,661 Advances from customers 1,537 48,486 Amount due to related parties - - Taxes payable 336,755 354,057 Other payables and accrued liabilities 739,873 533,633 Lease liability-current 466,312 503,452 Total current liabilities 3,239,950 3,545,587 Non-current liabilities Lease liability-non current 2,245,373 2,746,512 Long-term loans - non-current - - Total non-current liabilities 2,245,373 2,746,512 Total liabilities 5,485,323 6,292,099 The summarized operating results of the business held for sale included in the Company’s consolidated statements of operations consist of the following: For the year ended 2022 2021 Revenues $ 5,446,619 5,350,061 Cost of revenues 2,644,003 3,213,602 Gross profit 2,802,616 2,136,459 Operating expense 3,077,452 2,137,692 Other expense (352,145 ) (201,268 ) Loss before income taxes (626,981 ) (202,501 ) Income tax expense 22,164 26,339 Loss from business held for sale $ (649,145 ) $ (228,840 ) |
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 reserve based on the excess quantities on hand equal to the difference, if any, between the cost of the inventory and its estimated market value, or obsolescence of inventories determined principally by customer demand. As of December 31, 2022 and 2021, the Company recorded allowance for obsolete inventories (the Pharmacy Group’s expired medicine) of $59,567 and $93,884, 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 Improvement Shorter of lease term or useful life 5 % Expenditures for repairs and maintenance are expensed as incurred. When assets have been retired or sold, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in the results of operations. |
Leases | ● Leases On January 1, 2020 the Company adopted Accounting Standards Update (“ASU”) 2016-02. For all leases that were entered into prior to the effective date of ASC 842, we elected to apply the package of practical expedients. Based on this guidance, the Company did not reassess the following: (1) whether any expired or existing contracts are or contain leases; (2) the lease classification for any expired or existing leases; and (3) initial direct costs for any existing leases. The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, current portion of obligations under operating leases, and obligations under operating leases, non-current on the Company’s consolidated balance sheets. Finance leases are included in property and equipment, net, current portion of obligations under capital leases, and obligations under capital leases, non-current on our consolidated balance sheets. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date, adjusted by the deferred rent liabilities at the adoption date. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. The operating lease ROU asset also includes any lease payments made and excludes lease incentives and initial direct costs incurred. The Company’s terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Operating lease expense is recognized on a straight-line basis over the lease term. |
Goodwill | ● Goodwill Goodwill represents the excess of the consideration paid of an acquisition over the fair value of the net identifiable assets of the acquired subsidiary at the date of acquisition. Goodwill is not amortized , The Company reviews the carrying value of intangible assets not subject to amortization, including goodwill, to determine whether impairment may exist annually or more frequently if events and circumstances indicate that it is more likely than not that an impairment has occurred. The Company has the opinion to assess qualitative factors to determine whether it is necessary to perform the two-step in accordance with ASC 350-20. If the Company believes, as a result of the qualitative carrying amount, the two-step quantities impairment test described below is required. The first step compares the fair values of each reporting unit to its carrying amount, including goodwill. If the fair value of each reporting unit exceeds its carrying amount, goodwill is not considered to be impaired and the second step will not be required. If the carrying amount of a reporting unit exceeds its fair value, the second step compares the implied fair value of goodwill to the carrying value of a reporting unit’s goodwill. The implied fair value of goodwill is determined in a manner similar to accounting for a business acquisition with the allocation of the assessed fair value determined in the first step to the assets and liabilities of the reporting unit . . . 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 December 31, 2022 and 2021, the Company recorded impairments for goodwill of $5,385,811 and $26,128,171, respectively . At the date of the most recent annual goodwill impairment test, all the reporting units’ fair value were either equal to or slightly higher than their carrying values. None of the reporting units’ fair values were substantially in excess of their carrying values. The fair value of the goodwill associated with each of the Guanzan Group (which covers the wholesale pharmaceutical, wholesale medical devices and the Lijiantang Pharmacies segments) and the medical services segment (consisting of Guoyitang, Zhongshan and the Qiangsheng, Eurasia and Minkang hospitals), were equal to their carrying value after their last impairment test and the fair value of the goodwill for Zhuoda only exceeded its carrying value by approximately 5.62%. Zhuoda has been stripped off on October 31,2022, so there is no goodwill of Zhuoda for impairment assessment in 2022. Accordingly, the goodwill associated with Guanzan Group, Guoyitang, Zhongshan and Qiangsheng, Eurasia and Minkang are considered at risk for impairment in future periods. The fair value of a reporting unit is based on discounted estimated future income statement. The assumptions used to estimate fair value include management’s estimates of future growth rates, operating revenue, and discount rates. We disclose the methodology used to determine the fair values of our reporting units for our annual impairment review as using the income approach. All of our reporting units share similar characteristics due to the nature of their businesses and operating model. As a result, the methodology used to determine fair value and the key estimates and assumptions used in our annual goodwill review are consistent for all of our reporting units. Our key assumptions used includes revenue growth, profit margins, terminal value growth rates, capital expenditures projections, assumed tax rates, discount rates, other assumptions deemed reasonable by the management and relevant comparable to similar industry. We believe that the estimates and assumptions made are reasonable, but they are susceptible to change from period to period. Actual results of operations, cash flows and other factors will likely differ from the estimates used in our valuation, and it is possible that differences and changes could be material. A deterioration in profitability, adverse market conditions, changes in regulatory developments, changes in category growth rates as a result of changing consumer preferences, loss of key personnel, the disposition of a significant portion of a reporting unit and competitive activity or a slower or weaker economic recovery than currently estimated by management could have a significant impact on the assumption and estimation in calculating the fair value of our reporting units and could result in an impairment charge in the future. Potential events and changes in circumstances that could reasonably be expected to negatively affect the key assumptions are general economic conditions, regulatory developments, changes in category growth rates as a result of changing consumer preferences, loss of key personnel, the disposition of a significant portion of a reporting unit and competitive activity. |
Impairment of long-lived assets and intangibles | ● Impairment of long-lived assets and intangible assets 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 revenues are net of value added tax (“VAT”) collected on behalf of PRC tax authorities in respect to the sales of products and services. 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) 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 at drugstores is recognized at the point of sale, which is when a customer pays for and receives the merchandise. Usually the majority merchandise, such as prescription and OTC drugs, are not refundable after the customers leave 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. The Company based on historical experience, a reserve for potential losses from denial of reimbursement on certain unqualified drugs is made to the receivables from the government agency. (2) Wholesale medical devices and wholesale pharmaceuticals The Group sales of wholesale medical device mainly through Guanzan, the group sales of wholesale pharmaceuticals mainly through Shude, Pusheng and Zhuoda, until its sale in October 2022.. The medical device and wholesale pharmaceuticals businesses primarily involve purchasing wholesale medical device and wholesale pharmaceuticals from the suppliers and then selling to customers. Upon obtaining purchase orders, the Company instructs 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 service The medical services segment conducts its hospital business through Guoyitang hospital, Zhongshan hospital, Qiangsheng hospital, Eurasia hospital and Mingkang hospital. Revenue from ancillary medical services is recognized when the related services have been rendered and includes outpatient and inpatient services.. For outpatient services, the patient normally receives outpatient treatment which contains various treatment components. Outpatient services contain more than one performance obligations, including (i) provision of consultation services and (ii) sale of pharmaceutical products. The Group allocates the transaction price to each performance obligation on relative stand-alone selling price basis. Both (i) provision of consultation services and (ii) sale of pharmaceutical products for which the control of services or pharmaceutical products is transferred at a point in time, revenue is recognized when the customer obtains the control of the completed services or pharmaceutical products and the Group has satisfied its performance obligations with present right to payment and the collection of the consideration is probable. For inpatient services, the customers normally receive inpatient treatment which contains various treatment components. Inpatient services contain more than one performance obligations, including (i) sale of pharmaceutical products and (ii) provision of inpatient healthcare services. The Group allocates the transaction price to each performance obligation on a relative stand-alone selling price basis. For revenue from (i) sale of pharmaceutical products for which control of services or pharmaceutical products is transferred at a point in time, revenue is recognized when the customer obtains the control of the completed services or pharmaceutical products and the Group has satisfied its performance obligations with present right to payment and the collection of the consideration is probable. For revenue from (ii) provision of inpatient healthcare services, the corresponding revenue is recognized over the service period when customers simultaneously receive the services and consumes the benefits provided by the Group’s performance as the Group performs. |
Cost of revenue | ● Cost of revenue Cost of revenues consists primarily of cost of goods purchased from suppliers plus direct material costs for packaging and storage, direct labor, which are directly attributable to the acquisition and maintaining of products for sales. Cost of revenues also include impairment loss of our products which are obsolete or expired for sale, if any. Shipping and handling costs, associated with the distribution of finished products to customers, are borne by the customers. |
Comprehensive income | ● Comprehensive income ASC Topic 220, “Comprehensive Income”, |
Beneficial conversion feature | ● Beneficial conversion feature The Company evaluates the conversion feature to determine whether it was beneficial as described in ASC 470-20. The intrinsic value of a beneficial conversion feature inherent to a convertible note payable, which is not bifurcated and accounted for separately from the convertible notes payable and may not be settled in cash upon conversion, is treated as a discount to the convertible notes payable. This discount is amortized over the period from the date of issuance to the date the notes is due using the effective interest method. If the notes payable are retired prior to the end of their contractual term, the unamortized discount is expensed in the period of retirement to interest expense. In general, the beneficial conversion feature is measured by comparing the effective conversion price, after considering the relative fair value of detachable instruments included in the financing transaction, if any, to the fair value of the shares of common stock at the commitment date to be received upon conversion. |
Income taxes | ● Income taxes Income taxes are determined in accordance with the provisions of ASC Topic 740, “ Income Taxes ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts. For the years ended December 31, 2022 and 2021, the Company did not have any interest and penalties associated with tax positions. As of December 31, 2022, the Company did not have any significant unrecognized uncertain tax positions. The Company conducts the majority of its businesses in the PRC and is subject to tax in this jurisdiction. As a result of its business activities, the Company files tax returns that are subject to examination by the PRC. |
Value added tax | ● Value added tax Sales revenue represents the invoiced value of goods, net of VAT. All of the Company’s products are sold in the PRC and 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 raw materials and other materials included in the cost of producing or acquiring its finished products. 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 materials or finished goods; on the other hand, the Company records a VAT deductible in the accompanying financial statements net of any VAT payable at the end of reporting period. |
Convertible promissory notes | ● Convertible promissory notes The Company records debt net of debt discount for beneficial conversion features and warrants, on a relative fair value basis. Beneficial conversion features are recorded pursuant to the Beneficial Conversion and Debt Topics of the FASB Accounting Standards Codification. The amounts allocated to warrants and beneficial conversion rights are recorded as debt discount and as additional paid-in-capital. Debt discount is amortized to interest expense over the life of the debt. |
Debt issuance costs and debt discounts | ● Debt issuance costs and debt discounts The Company may record debt issuance costs and/or debt discounts in connection with raising funds through the issuance of debt. These costs may be paid in the form of cash, or equity (such as warrants). These costs are amortized to interest expense through the maturity of the debt. If a conversion of the underlying debt occurs prior to maturity a proportionate share of the unamortized amounts is immediately expensed. |
Discontinued operation | ● Discontinued operation In accordance with ASC 205-20, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, a disposal of a component of an entity or a group of components of an entity is required to be reported as discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results when the components of an entity meets the criteria in paragraph 205-20-45-1E to be classified as held for sale. When all of the criteria to be classified as held for sale are met, including management, having the authority to approve the action, commits to a plan to sell the entity, the major current assets, other assets, current liabilities, and non-current liabilities shall be reported as components of total assets and liabilities separate from those balances of the continuing operations. At the same time, the results of all discontinued operations, less applicable income taxes (benefit), shall be reported as components of net income (loss) separate from the net income (loss) of continuing operations in accordance with ASC 205-20-45. On December 28, 2022, the Company entered into an agreement to transfer 87% of the equity interests in Zhongshan, to its former owner who previously sold 100% of the equity interests in Zhongshan to the Company pursuant to a stock purchase agreement. Pursuant to the Agreement, the Company will transfer 87% of the equity interests in Zhongshan to the former owner and will continue to own 13% of the equity interests in Zhongshan. As consideration for the sale of the 87% interest in Zhongshan, the former owner will return to the Company the 40,037 shares of the Company’s common stock, which were previously issued to him. Subsequent to their issuance, such shares were consolidated into 40,037shares as a result of a 1-for-5 reverse stock split on February 3, 2022 and a 1-for-10 reverse stock split on December 9, 2022. The former owner will release the Company from any and all claims relating to two earn out payments that were payable under the original purchase agreement. The Company will receive a put option to sell part or all of its 13% interest in Zhongshan before December 31, 2032, based on a valuation determined by a reputable third party appraisal firm jointly chosen by the Parties. The transaction is expected to close in the second quarter of 2023. |
Derivative instruments | ● Derivative instruments The Company enters into financing arrangements that consist of freestanding derivative instruments or are hybrid instruments that contain embedded derivative features. The Company accounts for these arrangements in accordance with Accounting Standards Codification topic 815, Accounting for Derivative Instruments and Hedging Activities (“ASC 815”) as well as related interpretation of this standard. In accordance with this standard, derivative instruments are recognized as either assets or liabilities in the balance sheet and are measured at fair values with gains or losses recognized in earnings. Embedded derivatives that are not clearly and closely related to the host contract are bifurcated and are recognized at fair value with changes in fair value recognized as either a gain or loss in earnings. The Company determines the fair value of derivative instruments and hybrid instruments based on available market data using appropriate valuation models, giving consideration to all of the rights and obligations of each instrument. The Company estimates fair values of derivative financial instruments using various techniques (and combinations thereof) that are considered to be consistent with the objective measuring fair values. In selecting the appropriate technique, we consider, among other factors, the nature of the instrument, the market risks that it embodies and the expected means of settlement. For less complex derivative instruments, such as free-standing warrants, we generally use the Black-Scholes model, adjusted for the effect of dilution, because it embodies all of the requisite assumptions (including trading volatility, estimated terms, dilution and risk free rates) necessary to fair value these instruments. Estimating fair values of derivative financial instruments requires the development of significant and subjective estimates that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors. In addition, option-based techniques (such as Black-Scholes model) are highly volatile and sensitive to changes in the trading market price of our Common Stock. Since derivative financial instruments are initially and subsequently carried at fair values, our income (expense) going forward will reflect the volatility in these estimate and assumption changes. Under the terms of the new accounting standard, increases in the trading price of the Common Stock and increases in fair value during a given financial quarter result in the application of non-cash derivative expense. Conversely, decreases in the trading price of the Common Stock and decreases in trading fair value during a given financial quarter result in the application of non-cash derivative income. |
Net loss per share | ● Net loss per share The Company calculates net loss per share in accordance with ASC Topic 260, “Earnings per Share.” |
Foreign currencies translation | ● Foreign currencies translation Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the statement of operations. The reporting currency of the Company is the United States Dollar (“$”). 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 $ are translated into $, in accordance with ASC Topic 830-30, “ Translation of Financial Statement”, Translation of amounts from RMB into $ has been made at the following exchange rates for the respective year: December 31, December 31, Year-end RMB: $1 exchange rate 6.9646 6.3757 Annual average RMB: $1 exchange rate 6.7261 6.4515 |
Related parties | ● Related parties Parties, which can be a corporation or individuals, 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 bank loans and convertible promissory notes): cash, accounts receivable, prepayments and other receivables, accounts payable, income tax payable, amount due to related parties, other payables and accrued liabilities approximate at 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 finance lease and short-term bank borrowing approximate the carrying amount. The Company also follows the guidance of the ASC Topic 820-10, “ Fair Value Measurements and Disclosures Level 1 Inputs are based upon unadjusted quoted prices for identical instruments traded in active markets; Level 2 Inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques (e.g. Black-Scholes Option-Pricing model) for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Where applicable, these models project future cash flows and discount the future amounts to a present value using market-based observable inputs; and Level 3 Inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques, including option pricing models and discounted cash flow models. Fair value estimates are made at a specific point in time based on relevant market information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates. The carrying amount of cash, restricted deposits, trade receivables, other accounts receivable, bank credit, trade payables and other accounts payable approximate their fair value due to the short-term maturity of these instruments. |
Recent accounting pronouncements | ● Recent accounting pronouncements In August 2020, the FASB issued ASU No. 2020-06 (“ASU 2020-06”) “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity.” ASU 2020-06 will simplify the accounting for convertible instruments by reducing the number of accounting models for convertible debt instruments and convertible preferred stock. For public business entities, the amendments in ASU 2020-06 are effective for public entities which meet the definition of a smaller reporting company are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2023. The Company will adopt ASU 2020-06 effective January 1, 2024. Management is currently evaluating the effect of the adoption of ASU 2020-06 on the consolidated financial statements. The effect will largely depend on the composition and terms of the financial instruments at the time of adoption. In October 2021, the FASB issued ASU No. 2021-08, “‘Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers” (“ASU 2021-08”). This ASU requires entities to apply Topic 606 to recognize and measure contract assets and contract liabilities in a business combination. The amendments improve comparability after the business combination by providing consistent recognition and measurement guidance for revenue contracts with customers acquired in a business combination and revenue contracts with customers not acquired in a business combination. The amendments are effective for the Company beginning after December 15, 2023, and are applied prospectively to business combinations that occur after the effective date. The Company does not expect the adoption of ASU 2021-04 will have a material effect on the consolidated financial statements. Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its consolidated financial condition, results of operations, cash flows or disclosures. |
Organization and Business Bac_2
Organization and Business Background (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of major subsidiaries | Name Place of incorporation and Principal activities and Effective Lasting Wisdom Holdings Limited British Virgin Island, a limited liability company Investment holding 100 Pukung Limited Hong Kong, a limited liability company Investment holding 100 Beijing Xinrongxin Industrial Development Co., Ltd. The PRC, a limited liability company Investment holding 100 Boyi (Liaoning) Technology Co., Ltd The PRC, a limited liability company IT Technology service research and development 100 Dalian Boyi Technology Co., Ltd The PRC, a limited liability company IT Technology service research and development 100 Chongqing Guanzan Technology Co., Ltd. The PRC, a limited liability company Wholesale distribution of medical devices in the PRC 100 Chongqing Shude Pharmaceutical Co., Ltd. The PRC, a limited liability company Wholesale distribution of generic drugs in the PRC 95 Chongqing Lijiantang Pharmaceutical Co., Ltd. The PRC, a limited liability company Wholesale distribution of generic drugs in the PRC 100 Bimai Pharmaceutical (Chongqing) Co., Ltd. The PRC, a limited liability company Investment holding 100 Chongqing Guoyitang Hospital Co., Ltd. The PRC, a limited liability company Hospital in the PRC 100 Chongqing Huzhongtang Healthy Technology Co., Ltd. The PRC, a limited liability company Wholesale distribution of generic drugs in the PRC 100 Chaohu Zhongshan Minimally Invasive Hospital Co.,Ltd. The PRC, a limited liability company Hospital in the PRC 100 Yunnan Yuxi Minkang Hospital Co., Ltd. The PRC, a limited liability company Hospital in the PRC 100 Wuzhou Qiangsheng Hospital Co., Ltd. The PRC, a limited liability company Hospital in the PRC 100 Suzhou Eurasia Hospital Co., Ltd. The PRC, a limited liability company Hospital in the PRC 100 Bimai Hospital Management (Chongqing) Co. Ltd The PRC, a limited liability company Hospital management in the PRC 100 Pusheng Pharmaceutical Co., Ltd The PRC, a limited liability company Wholesale distribution of generic drugs in the PRC 100 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of carrying amount of the major classes of assets and liabilities | December 31, December 31, 2022 2021 Assets from held for sale Current assets Cash and cash equivalents $ 53,928 $ 87,741 Accounts receivable, net 501,054 146,805 Advances to suppliers 211,335 136,425 Amount due from related parties 350,577 622,554 Inventories, net 155,736 238,309 Prepayments and other receivables 827,043 393,020 Operating lease-right of use assets - - Total current assets 2,099,673 1,624,854 Non-current assets Deferred tax assets (133 ) (145 ) Property, plant and equipment, net 1,254,328 1,573,342 Intangible assets, net - - Operating lease-right of use assets 2,506,954 3,120,810 Goodwill - - Long-term investment - - Total non-current assets 3,761,149 4,694,007 Total assets from held for sale $ 5,860,822 $ 6,318,861 Liabilities from held for sale Current liabilities Short-term loans $ 215,375 $ 235,268 Long-term loans due within one year - - Convertible promissory notes, net - - Accounts payable, trade 1,480,098 1,870,661 Advances from customers 1,537 48,486 Amount due to related parties - - Taxes payable 336,755 354,057 Other payables and accrued liabilities 739,873 533,633 Lease liability-current 466,312 503,452 Total current liabilities 3,239,950 3,545,587 Non-current liabilities Lease liability-non current 2,245,373 2,746,512 Long-term loans - non-current - - Total non-current liabilities 2,245,373 2,746,512 Total liabilities 5,485,323 6,292,099 |
Schedule of summarized operating results of the business | For the year ended 2022 2021 Revenues $ 5,446,619 5,350,061 Cost of revenues 2,644,003 3,213,602 Gross profit 2,802,616 2,136,459 Operating expense 3,077,452 2,137,692 Other expense (352,145 ) (201,268 ) Loss before income taxes (626,981 ) (202,501 ) Income tax expense 22,164 26,339 Loss from business held for sale $ (649,145 ) $ (228,840 ) |
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 Improvement Shorter of lease term or useful life 5 % |
Schedule of exchange rates | December 31, December 31, Year-end RMB: $1 exchange rate 6.9646 6.3757 Annual average RMB: $1 exchange rate 6.7261 6.4515 |
The Acquisition of the Guanza_2
The Acquisition of the Guanzan Group (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
The Acquisition Of The Guanzan Group [Abstract] | |
Schedule of reconciles the identified assets acquired and liabilities assumed | The value of the shares issued on March 12, 2020 2,717,000 The value of the shares issued on November 30, 2020 839,000 The value of the shares issued on August 27, 2021 3,818,000 Total consideration $ 7,374,000 |
Guanzan Acquisition [Member] | |
The Acquisition Of The Guanzan Group [Abstract] | |
Schedule of identified assets acquired and liabilities | Items Amount Assets: Cash and cash equivalents $ 95,220 Accounts receivable, net 1,835,981 Advances to suppliers 1,222,986 Amount due from related parties 410,943 Inventories, net 950,225 Prepayments and other receivables 90,256 Property, plant and equipment, net 707,289 Intangible assets 254,737 Goodwill 6,686,053 Liabilities: Short-term loans (838,926 ) Long-term loans due within one year (250,663 ) Accounts payable, trade (1,303,399 ) Advances from customers (1,350,129 ) Amount due to related parties (106,720 ) Taxes payable (406,169 ) Other payables and accrued liabilities (390,593 ) Long-term loans – non current (186,796 ) Non-controlling interests (46,295 ) Total-net assets $ 7,374,000 |
The Acquisition of the Guoyit_2
The Acquisition of the Guoyitang Hospital (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Guoyitang Acquisition [Member] | |
The Acquisition of the Guoyitang Hospital [Abstract] | |
Schedule of identified assets acquired and liabilities | Items Amount Assets Cash and cash equivalents $ 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 Operating lease-right of use assets 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) | 12 Months Ended |
Dec. 31, 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 and cash equivalents $ 46,748 Accounts receivable, net 92,900 Inventories, net 108,413 Prepayments and other receivables 432,231 Property, plant and equipment, net 344,208 Operating lease-right of use assets 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) | 12 Months Ended |
Dec. 31, 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 | Items Amount Assets Cash and cash equivalents $ 12,341 Accounts receivable, net 41,836 Inventories, net 156,576 Advances and other receivables 40,620 Property, plant and equipment, net 653,104 Operating lease-right of use assets 2,168,709 Goodwill 9,067,529 Liabilities Accounts payable, trade (355,980 ) Advances from customers (36,798 ) Tax payable (345,870 ) Other payables and accrued liabilities (311,174 ) Lease liability-current (365,788 ) Lease liability-non current (1,988,195 ) Total net assets $ 8,736,910 |
The Acquisition of Zhuoda (Tabl
The Acquisition of Zhuoda (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Zhuoda Acquisition [Member] | |
The Acquisition of Zhuoda (Tables) [Line Items] | |
Schedule of identified assets acquired and liabilities | Items Amount Assets Cash and cash equivalents $ 102,350 Accounts receivable, net 804,083 Inventories, net 131,456 Advances and other receivables 886,370 Property, plant and equipment, net 6,579 Operating lease-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 ) Tax payable (24,787 ) Other payables and accrued liabilities (493,868 ) Lease liability-current (7,217 ) Lease liability-non current (14,265 ) Total net assets $ 1,498,199 |
The Sale of Zhuoda (Tables)
The Sale of Zhuoda (Tables) - The Sale of Zhuoda [Member] | 12 Months Ended |
Dec. 31, 2022 | |
The Sale of Zhuoda (Tables) [Line Items] | |
Schedule of condensed consolidated statements of operations | For the year ended 2022 Revenues $ 2,713,818 Cost of revenues 2,314,877 Gross profit 398,941 Operating expense 392,875 Other income (expense) (45,146 ) Loss before income taxes (39,080 ) Income tax expense 1,425 Net income/(loss) from discontinued operations $ (40,505 ) |
Schedule of zhuoda balance sheet | December 31, December 31, 2022 2021 Assets from discontinued operations Current assets Cash and cash equivalents $ 13,922 $ 100,678 Accounts receivable, net 1,951,997 984,030 Advances to suppliers 67,561 118,365 Amount due from related parties - - Inventories, net 101,059 162,882 Prepayments and other receivables 720,365 725,881 Operating lease-right of use assets - - Total current assets 2,854,904 2,091,836 Non-current assets Deferred tax assets - - Property, plant and equipment, net 1,442 2,507 Intangible assets, net - - Operating lease-right of use assets 10,044 15,959 Goodwill - - Long-term investment - - Total non-current assets 11,486 18,466 Total assets from discontinued operations $ 2,866,390 $ 2,110,302 Liabilities from discontinued operations Current liabilities Short-term loans $ 154,288 $ 795,583 Long-term loans due within one year - - Convertible promissory notes, net - - Accounts payable, trade 1,301,712 265,731 Advances from customers - 723 Amount due to related parties - - Taxes payable 441 218 Other payables and accrued liabilities 162,362 468,970 Lease liability-current 7,693 8,102 Total current liabilities 1,626,496 1,539,327 Non-current liabilities Lease liability-non current 6,976 12,727 Long-term loans – non-current 330,242 - Total non-current liabilities 337,218 12,727 Total liabilities 1,963,714 1,552,054 |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Schedule of Accounts Receivable [Abstract] | |
Schedule of accounts receivable | December 31, December 31, Accounts receivable, cost $ 4,813,160 $ 6,170,551 Less: allowance for doubtful accounts (1,604,874 ) (295,945 ) Accounts receivable, net $ 3,208,286 $ 5,874,607 |
Advances to Suppliers (Tables)
Advances to Suppliers (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Advances to Suppliers [Abstract] | |
Schedule of advances to suppliers | December 31, December 31, Advances to suppliers, cost $ 6,589,759 $ 2,909,048 Advances to suppliers, net $ 6,589,759 $ 2,909,048 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Schedule of Inventories [Abstract] | |
Schedule of inventories | December 31, December 31, Pharmaceuticals $ 7,067,613 $ 1,966,809 Medical devices 614,231 302,035 Less: allowance for obsolete and expired inventory (27,602 ) (30,152 ) $ 7,654,242 $ 2,238,692 |
Prepayment and Other Receivab_2
Prepayment and Other Receivables (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Schedule of prepayments and other receivables [Abstract] | |
Schedule of prepayments and other receivables | December 31, December 31, Deposits for rentals $ 132,960 $ 39,180 Deposit for property rights trading - - Prepaid expenses and improvements of offices 56,121 73,566 Deposit for purchase of medical devices 166,765 - VAT deductibles - 297,141 Deferred offering cost - 1,227,778 Deposit for sales platform 24,337 - Receivables from third party 66,986 61,781 Others 923,785 137,816 Less: allowance for doubtful accounts (23,875 ) (26,080 ) Prepayments and other receivables, net $ 1,347,079 $ 1,811,182 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property, plant and equipment | December 31, December 31, Building $ 749,526 $ 818,757 Office equipment 132,329 144,551 Electronic equipment 37,257 40,698 Furniture 30,764 39,273 Vehicles 168,512 174,353 Medical equipment 925,281 1,010,746 Leasehold improvement 598,677 605,394 2,642,346 2,833,772 Less: accumulated depreciation (938,926 ) (888,220 ) Property, plant and equipment, net $ 1,703,420 $ 1,945,552 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Intangible Assets Table [Abstract] | |
Schedule of intangible assets | December 31, December 31, Software $ 19,679 $ 21,495 19,679 21,495 Less: accumulated amortization (3,496 ) (3,456 ) Intangible assets, net $ 16,183 $ 18,039 |
Long Term Investment (Tables)
Long Term Investment (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Long Term Investment [Abstract] | |
Schedule of investment | December 31, December 31, Long-term investment in Phenix Bio Inc $ 1,800,000 $ - Total long-term investment $ 1,800,000 $ - |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Schedule of lease liability maturities [Abstract] | |
Schedule of operating leases | December 31, December 31, Right of Use Assets Operating lease $ 2,942,265 1,708,740 Total right of use assets $ 2,942,265 1,708,740 Operating Lease Obligations Current operating lease liabilities $ 532,630 442,628 Non-current operating lease liabilities $ 2,574,751 1,402,550 Total Lease Liabilities $ 3,107,381 1,845,178 |
Schedule of lease liability maturities | Operating 2023 683,240 2024 760,535 2025 773,941 2026 787,224 2027 and thereafter 743,755 Total minimum lease payments 3,748,695 Less: Amount representing interest (641,314 ) Total $ 3,107,381 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Schedule of changes in the carrying amount of goodwill [Abstract] | |
Schedule of carrying amount of goodwill | December 31, December 31, Beginning balance $ 8,376,217 $ 34,504,388 Disposal of Zhuoda (924,740 ) - Addition during the year - - Impairment during the year (5,385,811 ) (26,128,171 ) Goodwill $ 2,065,666 $ 8,376,217 |
Loans (Tables)
Loans (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Loans [Abstract] | |
Schedule of short-term loans | December 31, December 31, China Minsheng Bank $ 114,867 $ - Postal Savings Bank of China 703,558 768,543 Total $ 818,425 $ 768,543 |
Schedule of long-term loans | December 31, December 31, Standard Chartered Bank $ - $ 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 360,825 562,455 China Construction Bank Chongqing Zhongxian Sub-branch 59,926 - Subtotal of long-term loans 420,751 907,193 Less: current portion (105,965 ) (369,187 ) Long-term loans – non current portion $ 314,786 $ 538,006 |
Schedule of long-term loans maturities | December 31, 2023 105,965 2024 369,187 Total $ 475,152 |
Convertible Promissory Notes _2
Convertible Promissory Notes and Embedded Derivative Instructions (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Convertible Promissory Notes and Embedded Derivative Instructions [Abstract] | |
Schedule of increase based on the number of shares of common stock issued pursuant | Consolidated December 31, December 31, Carrying value as at January 1 5,211,160 3,328,447 Interest accrued at effective interest rate 2,585,840 7,282,713 Shares issued for interest payment - - Redemption of convertible promissory note (7,797,000 ) (5,400,000 ) Exchange differences - - Carrying value as at December 31 1,108,785 5,211,160 |
Schedule of additional paid-in capital | December 31, 2022 2021 Convertible note – principal $ 1,108,785 $ 7,800,000 Convertible note – discount - (2,588,840 ) $ 1,108,785 $ 5,211,160 |
Schedule of assumptions used in the Black-Scholes option pricing model | December 31, December 31, Dividend yield $ 0 % $ 0 % Expected volatility 171 % 171 % Risk free interest rate 0.87 % 0.87 % Expected life (year) 1.42 1.42 |
Other Payables and Accrued Li_2
Other Payables and Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Other Payables and Accrued Liabilities [Abstract] | |
Schedule of other payables and accrued liabilities | December 31, December 31, Payroll payable $ 411,043 $ 671,147 Salary payable – related party (1) 2,135,333 1,005,833 Accrued operating expenses (900 ) - Social security payable - - Acquisition payable (2) - 403,305 Long-term payable - - Other payables 630,097 - Other payables and accrued liabilities, net $ 3,175,574 $ 2,080,285 (1) The Company entered into an employment agreement with Mr. Tiewei Song, the Chief Executive Officer of the Company, dated October 1, 2019, 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 100,000 shares of the Company’s common stock. |
Taxes (Tables)
Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of reconciliation of income tax rate to the effective income tax rate | For the years ended 2022 2021 Loss before income taxes from operation in the PRC $ (3,479,593 ) $ (1,076,954 ) Statutory income tax rate 25 % 25 % Income tax expense at statutory rate (869,899 ) (269,239 ) Tax effect of non-deductible items 1,481 9,057 Tax effect of non-taxable entities 874,510 596,660 Tax effect of preferential tax rate - (306,806 ) Income tax expense $ 6,092 $ 29,674 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Net Loss Per Share [Abstract] | |
Schedule of basic and diluted net loss per share | For the years ended 2022 2021 Net loss from continuing operation attributable to common shareholders $ (21,628,406 ) $ (34,693,619 ) Net Income from discontinued operation attributable to common shareholders (689,650 ) (228,126 ) Total net loss attributable to common shareholders (22,318,056 ) (34,921,745 ) Weighted average number of common shares outstanding – Basic and diluted 2,664,653 536,293 loss per share – basic and diluted: Continuing operations $ (8.12 ) $ (64.69 ) Discontinued operations (0.26 ) (0.43 ) Total $ (8.38 ) $ (65.12 ) |
Segments (Tables)
Segments (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Schedule of reported segment profit or loss | For year ended December 31, 2022 Retail Medical Drugs Medical Others Total Revenues from external customers $ 856,596 $ 4,142,455 $ 6,831,328 $ - $ - $ 11,830,379 Cost of revenues $ 179,386 $ 3,273,768 $ 6,417,821 $ - $ 9,454 $ 9,880,429 Depreciation, depletion, and amortization expense $ 19,495 $ 46,563 $ 173 $ - $ 11,708 $ 77,939 Loss $ (432,419 ) $ (126,869 ) $ (2,095,750 ) $ (72,598 ) $ (18,900,770 ) $ (21,628,406 ) Total assets $ 594,996 $ 3,771,472 $ 13,223,957 $ 1,058,525 $ 11,204,718 $ 29,853,668 For year ended December 31, 2021 Retail Medical Drugs Medical Others Total Revenues from external customers $ 316,647 $ 3,445,107 $ 16,495,373 $ 1,048,318 $ 14,165 $ 21,319,610 Cost of revenues $ 200,162 $ 3,033,702 $ 14,553,641 $ 1,000,582 $ 105,580 $ 18,893,667 Depreciation, depletion, and amortization expense $ 20,742 $ 36,122 $ 1,724 $ 17,680 $ 94,265 $ 170,532 Profit (loss) $ (562,641 ) $ 186,473 $ 773,148 $ 85,388 $ (35,175,987 ) $ (34,693,619 ) Total assets $ 355,973 $ 3,831,664 $ 10,297,205 $ 1,262,464 $ 13,951,896 $ 29,699,202 |
Schedule of reportable segment revenues, profit or loss, and assets | Revenues Year ended Total revenues from reportable segments $ 12,813,333 Other revenues - Elimination of inter segments revenues (982,954 ) Total consolidated revenues $ 11,830,379 Profit or loss Total (loss) from reportable segments $ (2,727,636 ) Elimination of inter segments profit or loss (696,567 ) Unallocated amount: Amortization of discount of Notes and Convertible Notes (3,260,788 ) Other corporation expense (14,943,415 ) Total net loss $ (21,628,406 ) Assets Total assets from reportable segments $ 36,787,755 Elimination of intersegments receivables (15,662,215 ) Unallocated amount: Other unallocated assets – Phenix Bio Inc 1,800,000 Other unallocated assets – Xinrongxin 4,167 Other unallocated assets – Liaoning Boyi 30,654 Other unallocated assets – Dalian Boyi 3,975 Other unallocated assets – Chongqing Bimai 1,624,154 Other unallocated assets – BIMI 5,265,178 Total consolidated assets $ 29,853,668 Revenues Year ended Total revenues from reportable segments $ 25,685,842 Other revenues 14,165 Elimination of inter segments revenues (4,380,397 ) Total consolidated revenues $ 21,319,610 Profit or loss Total income/(loss) from reportable segments $ 482,368 Elimination of inter segments profit or loss (671,410 ) Unallocated amount: Amortization of discount of Notes and Convertible Notes (2,252,401 ) Other corporation expense (15,201,469 ) Total net loss $ (17,642,912 ) Assets Total assets from reportable segments $ 36,523,225 Elimination of intersegments receivables (25,344,121 ) Unallocated amount: Other unallocated assets –Dalian Boyi 21,955 Other unallocated assets –Chongqing Bimai 18,173,386 Other unallocated assets – Liaoning Boyi 33,847 Other unallocated assets –Xinrongxin 3,188,516 Other unallocated assets – BIMI 5,531,557 Total consolidated assets $ 38,128,365 |
Entity-Wide Information and C_2
Entity-Wide Information and Concentrations of Risk (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Entity-Wide Information and Concentrations of Risk [Abstract] | |
Schedule of reported revenues for each type of product | For the years ended 2022 2021 Medical devices wholesale $ 4,142,455 $ 3,445,107 Pharmaceuticals wholesale 6,831,328 16,495,373 Medical services - 1,048,318 Pharmacy retail 856,596 316,647 Others - 14,165 Total $ 11,830,379 $ 21,319,610 |
Schedule of outstanding accounts receivable | For the year ended As of Customers Segment Sales Percentage Account Customer B pharmaceuticals segment $ 2,865,755 13.44 % $ - Customer A pharmaceuticals segment 2,828,121 13.27 % Customer D pharmaceuticals segment 2,705,824 12.69 % |
Schedule of purchases and its outstanding accounts payable | For the year ended As of Vendors Segment Purchases Percentage Account Vendor A medicines $ 8,803,743 51.50 % $ - Vendor B medical devices 1,870,017 10.94 For the year ended As of Vendors Segment Purchases Percentage Account Vendor A pharmaceuticals segment $ 2,730,230 44.25 % $ - |
Organization and Business Bac_3
Organization and Business Background (Details) | Dec. 15, 2022 shares | Jan. 04, 2022 CNY (¥) | Dec. 20, 2021 USD ($) | Sep. 10, 2021 | Dec. 09, 2020 | Mar. 18, 2020 | Oct. 14, 2019 |
Organization and Business Background (Details) [Line Items] | |||||||
Consideration amount | ¥ 7,227,000 | $ 16,750,000 | |||||
Refund amount (in Yuan Renminbi) | ¥ | ¥ 7,227,000 | ||||||
Common Stock [Member] | |||||||
Organization and Business Background (Details) [Line Items] | |||||||
Shares issued (in Shares) | shares | 60,000 | ||||||
Lasting Wisdom Holdings Limited [Member] | |||||||
Organization and Business Background (Details) [Line Items] | |||||||
Equity interest rate | 100% | ||||||
Beijing Xinrongxin Industrial Development Co., Ltd. [Member] | |||||||
Organization and Business Background (Details) [Line Items] | |||||||
Equity interest rate | 100% | ||||||
Dalian Boyi Technology Co., Ltd. [Member] | |||||||
Organization and Business Background (Details) [Line Items] | |||||||
Equity interest rate | 100% | ||||||
Chongqing Guanzan Technology Co., Ltd. [Member] | |||||||
Organization and Business Background (Details) [Line Items] | |||||||
Equity interest rate | 100% | ||||||
Chongqing Shude Pharmaceutical Co., Ltd. [Member] | |||||||
Organization and Business Background (Details) [Line Items] | |||||||
Equity interest rate | 80% | ||||||
hongqing Lijiantang Pharmaceutical Co. Ltd. [Member] | |||||||
Organization and Business Background (Details) [Line Items] | |||||||
Equity interest rate | 100% | ||||||
Chongqing Guoyitang Hospital [Member] | |||||||
Organization and Business Background (Details) [Line Items] | |||||||
Equity interest rate | 100% | ||||||
Chongqing Zhuoda Pharmaceutical Co., LTD [Member] | |||||||
Organization and Business Background (Details) [Line Items] | |||||||
Equity interest rate | 100% |
Organization and Business Bac_4
Organization and Business Background (Details) - Schedule of major subsidiaries | 12 Months Ended |
Dec. 31, 2022 | |
Lasting Wisdom Holdings Limited [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 [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. [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 [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 [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. [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. [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. [Member] | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
Place of incorporation and kind of legal entity | The PRC, a limited liability company |
Principal activities and place of operation | Wholesale distribution of generic drugs in the PRC |
Effective interest held(%) | 100% |
Bimai Pharmaceutical (Chongqing) Co., Ltd. [Member] | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
Place of incorporation and kind of legal entity | The PRC, a limited liability company |
Principal activities and place of operation | Investment holding |
Effective interest held(%) | 100% |
Chongqing Guoyitang Hospital Co., Ltd. [Member] | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
Place of incorporation and kind of legal entity | The PRC, a limited liability company |
Principal activities and place of operation | Hospital in the PRC |
Effective interest held(%) | 100% |
Chongqing Huzhongtang Healthy Technology Co., Ltd. [Member] | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
Place of incorporation and kind of legal entity | The PRC, a limited liability company |
Principal activities and place of operation | Wholesale distribution of generic drugs in the PRC |
Effective interest held(%) | 100% |
Chaohu Zhongshan Minimally Invasive Hospital Co.,Ltd. [Member] | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
Place of incorporation and kind of legal entity | The PRC, a limited liability company |
Principal activities and place of operation | Hospital in the PRC |
Effective interest held(%) | 100% |
Yunnan Yuxi Minkang Hospital Co., Ltd. [Member] | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
Place of incorporation and kind of legal entity | The PRC, a limited liability company |
Principal activities and place of operation | Hospital in the PRC |
Effective interest held(%) | 100% |
Wuzhou Qiangsheng Hospital Co., Ltd. [Member] | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
Place of incorporation and kind of legal entity | The PRC, a limited liability company |
Principal activities and place of operation | Hospital in the PRC |
Effective interest held(%) | 100% |
Suzhou Eurasia Hospital Co., Ltd. [Member] | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
Place of incorporation and kind of legal entity | The PRC, a limited liability company |
Principal activities and place of operation | Hospital in the PRC |
Effective interest held(%) | 100% |
Bimai Hospital Management (Chongqing) Co. Ltd [Member] | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
Place of incorporation and kind of legal entity | The PRC, a limited liability company |
Principal activities and place of operation | Hospital management in the PRC |
Effective interest held(%) | 100% |
Pusheng Pharmaceutical Co., Ltd [Member] | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
Place of incorporation and kind of legal entity | The PRC, a limited liability company |
Principal activities and place of operation | Wholesale distribution of generic drugs in the PRC |
Effective interest held(%) | 100% |
Going Concern Uncertainties (De
Going Concern Uncertainties (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Incurred operating losses | $ 22,393,259 | $ 34,985,956 |
Cash outflow from operating activities | $ 10,255,206 | $ 4,436,774 |
Net current liabilities percentage | 2,126,672% | 932,492% |
Accumulated deficit | $ 70,143,785 | $ 47,900,930 |
Amortization of convertible note | $ 2,252,401 | $ 2,091,927 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Dec. 28, 2022 | Dec. 31, 2022 | Dec. 28, 2022 | Dec. 31, 2021 | |
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Accounts receivables contractual term | 90 days | |||
Allowance for doubtful accounts | $ 1,380,929 | $ 53,698 | ||
Allowance for obsolete inventories | 59,567 | 93,884 | ||
Goodwill impairment | $ 5,385,811 | $ 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 | |||
Zhongshan [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Equity interest rate | 87% | 87% | ||
Return Common shares (in Shares) | 40,037 | |||
Equity interests, description | the Company entered into an agreement to transfer 87% of the equity interests in Zhongshan, to its former owner who previously sold 100% of the equity interests in Zhongshan to the Company pursuant to a stock purchase agreement. | |||
Qiangsheng, Eurasia and Minkang Acquisition [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Equity interest rate | 90% | 90% | ||
Return Common shares (in Shares) | 80,000 | |||
Equity interests, description | the Company entered into an agreement to transfer 90% of the equity interests in the Qiangsheng, Eurasia and Minkang hospitals- to their former owners. Pursuant to the agreement, the Company will transfer 90% of the equity interests in each of the three hospitals and continue to own 10% of the equity interests in each hospital. . As consideration for the transfer, one of the former owners will return to the Company the 4,000,000 shares of the Company’s common stock, which were previously issued upon the acquisition of the three hospitals. Subsequent to their issuance, such shares were as consolidated into 80,000 shares as a result of a 1-for-5 reverse stock split on February 3, 2022 and a 1-for-10 reverse stock split on December 9, 2022. The Company will also receive a put option to sell part or all of its 10% interest in each of the three hospitals to the former owner before December31,2032, based on a valuation determined by a reputable third party appraisal firm jointly chosen by the Company and the former owner. | |||
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 carrying amount of the major classes of assets and liabilities - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Asset Held for sale [Member] | ||
Current assets | ||
Cash and cash equivalents | $ 53,928 | $ 87,741 |
Accounts receivable, net | 501,054 | 146,805 |
Advances to suppliers | 211,335 | 136,425 |
Amount due from related parties | 350,577 | 622,554 |
Inventories, net | 155,736 | 238,309 |
Prepayments and other receivables | 827,043 | 393,020 |
Operating lease-right of use assets | ||
Total current assets | 2,099,673 | 1,624,854 |
Non-current assets | ||
Deferred tax assets | (133) | (145) |
Property, plant and equipment, net | 1,254,328 | 1,573,342 |
Intangible assets, net | ||
Operating lease-right of use assets | 2,506,954 | 3,120,810 |
Goodwill | ||
Long-term investment | ||
Total non-current assets | 3,761,149 | 4,694,007 |
Total assets from held for sale | 5,860,822 | 6,318,861 |
Liability held for sale [Member] | ||
Current liabilities | ||
Short-term loans | 215,375 | 235,268 |
Long-term loans due within one year | ||
Convertible promissory notes, net | ||
Accounts payable, trade | 1,480,098 | 1,870,661 |
Advances from customers | 1,537 | 48,486 |
Amount due to related parties | ||
Taxes payable | 336,755 | 354,057 |
Other payables and accrued liabilities | 739,873 | 533,633 |
Lease liability-current | 466,312 | 503,452 |
Total current liabilities | 3,239,950 | 3,545,587 |
Non-current liabilities | ||
Lease liability-non current | 2,245,373 | 2,746,512 |
Long-term loans - non-current | ||
Total non-current liabilities | 2,245,373 | 2,746,512 |
Total liabilities | $ 5,485,323 | $ 6,292,099 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of summarized operating results of the business - Business Held for Sale [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Summary of Significant Accounting Policies (Details) - Schedule of summarized operating results of the business [Line Items] | ||
Revenues | $ 5,446,619 | $ 5,350,061 |
Cost of revenues | 2,644,003 | 3,213,602 |
Gross profit | 2,802,616 | 2,136,459 |
Operating expense | 3,077,452 | 2,137,692 |
Other expense | (352,145) | (201,268) |
Loss before income taxes | (626,981) | (202,501) |
Income tax expense | 22,164 | 26,339 |
Loss from business held for sale | $ (649,145) | $ (228,840) |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - Schedule of expected useful lives | 12 Months Ended |
Dec. 31, 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_7
Summary of Significant Accounting Policies (Details) - Schedule of exchange rates | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule Of Exchange Rates Abstract | ||
Year-end RMB: $1 exchange rate | 6.9646 | 6.3757 |
Annual average RMB: $1 exchange rate | 6.7261 | 6.4515 |
The Acquisition of the Guanza_3
The Acquisition of the Guanzan Group (Details) | 1 Months Ended | 12 Months Ended | ||||||||||||
Apr. 09, 2021 USD ($) | Feb. 01, 2020 USD ($) shares | Feb. 01, 2020 CNY (¥) shares | Aug. 27, 2021 shares | Mar. 18, 2020 | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) | Dec. 28, 2022 shares | Nov. 23, 2022 shares | Jul. 18, 2022 shares | Jul. 05, 2022 shares | Nov. 30, 2020 shares | Nov. 20, 2020 $ / shares | Nov. 20, 2020 CNY (¥) | |
The Acquisition of the Guanzan Group (Details) [Line Items] | ||||||||||||||
Payments to purchase of shares | $ | $ 16,674,404 | $ 26,460,683 | ||||||||||||
Shares issued | shares | 270,000 | |||||||||||||
Payment | $ | $ (3,221,789) | $ (616,305) | ||||||||||||
Shares of common stock | shares | 400,000 | 200,000 | 44,000 | 12,500,000 | 5,270,000 | |||||||||
Non-controlling interests | $ | $ 46,295 | |||||||||||||
Non controlling equity interest Percentage | 20% | |||||||||||||
Capital investment | $ | $ 4,892,293 | |||||||||||||
Prepayment Agreement [Member] | ||||||||||||||
The Acquisition of the Guanzan Group (Details) [Line Items] | ||||||||||||||
Cash consideration amount | ¥ | ¥ 20,000,000 | |||||||||||||
Common Stock valued price | $ / shares | $ 15 | |||||||||||||
Shares of common stock | shares | 200,000 | |||||||||||||
Shares issued payment | shares | 92,000 | |||||||||||||
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% | |||||||||||||
Gunazan [Member] | ||||||||||||||
The Acquisition of the Guanzan Group (Details) [Line Items] | ||||||||||||||
Payments to purchase of shares | $ 14,285,714 | ¥ 100,000,000 | ||||||||||||
Shares issued | shares | 190,000 | 190,000 | ||||||||||||
Payment | ¥ | ¥ 80,000,000 | |||||||||||||
Cash | $ | $ 11,428,571 | |||||||||||||
Stock consideration, percentage | 100% |
The Acquisition of the Guanza_4
The Acquisition of the Guanzan Group (Details) - Schedule of identified assets acquired and liabilities - Guanzan Acquisition [Member] | Dec. 31, 2020 USD ($) |
Assets: | |
Cash and cash equivalents | $ 95,220 |
Accounts receivable, net | 1,835,981 |
Advances to suppliers | 1,222,986 |
Amount due from related parties | 410,943 |
Inventories, net | 950,225 |
Prepayments and other receivables | 90,256 |
Property, plant and equipment, net | 707,289 |
Intangible assets | 254,737 |
Goodwill | 6,686,053 |
Liabilities: | |
Short-term loans | (838,926) |
Long-term loans due within one year | (250,663) |
Accounts payable, trade | (1,303,399) |
Advances from customers | (1,350,129) |
Amount due to related parties | (106,720) |
Taxes payable | (406,169) |
Other payables and accrued liabilities | (390,593) |
Long-term loans – non current | (186,796) |
Non-controlling interests | (46,295) |
Total-net assets | $ 7,374,000 |
The Acquisition of the Guanza_5
The Acquisition of the Guanzan Group (Details) - Schedule of reconciles the identified assets acquired and liabilities assumed | Nov. 20, 2020 USD ($) |
Business Acquisition [Line Items] | |
Total consideration | $ 7,374,000 |
March 12, 2020 [Member] | |
Business Acquisition [Line Items] | |
Total consideration | 2,717,000 |
November 30, 2020 [Member] | |
Business Acquisition [Line Items] | |
Total consideration | 839,000 |
August 27, 2021 [Member] | |
Business Acquisition [Line Items] | |
Total consideration | $ 3,818,000 |
The Acquisition of the Guoyit_3
The Acquisition of the Guoyitang Hospital (Details) - Guoyitang Hospital [Member] | 12 Months Ended | |||
Dec. 09, 2020 USD ($) shares | Dec. 09, 2020 CNY (¥) shares | Dec. 31, 2022 USD ($) | Dec. 31, 2022 CNY (¥) | |
The Acquisition of the Guoyitang 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 Guoyit_4
The Acquisition of the Guoyitang Hospital (Details) - Schedule of identified assets acquired and liabilities - Parent Company [Member] | Dec. 31, 2021 USD ($) |
Assets | |
Cash and cash equivalents | $ 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 |
Operating lease-right of use assets | 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) | 1 Months Ended | 12 Months Ended | |||||||
Jul. 18, 2022 USD ($) | Dec. 15, 2020 USD ($) | Dec. 15, 2020 CNY (¥) | Dec. 28, 2022 shares | Dec. 31, 2022 USD ($) | Dec. 31, 2022 CNY (¥) | Dec. 31, 2021 USD ($) | Dec. 31, 2021 CNY (¥) | Feb. 28, 2021 shares | |
The Acquisition of the Zhongshan Hospital (Details) [Line Items] | |||||||||
Consideration | $ | $ 5 | ||||||||
Partial consideration | $ 6,100,723 | ¥ 40,000,000 | |||||||
Common stock shares | 400,000 | ||||||||
Zhongshan Hospital [Member] | |||||||||
The Acquisition of the Zhongshan Hospital (Details) [Line Items] | |||||||||
Consideration | $ 18,515,661 | ¥ 120,000,000 | |||||||
Common stock shares | 40,037 | ||||||||
Purchase price | $ 6,100,723 | ¥ 40,000,000 | $ 6,100,723 | ¥ 40,000,000 | |||||
Equity interests rate | 87% |
The Acquisition of the Zhongs_4
The Acquisition of the Zhongshan Hospital (Details) - Schedule of identified assets acquired and liabilities assumed pursuant to the Zhongshan Acquisition - Zhongshan Acquisition [Member] | Dec. 31, 2021 USD ($) |
Assets | |
Cash and cash equivalents | $ 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) - USD ($) | Dec. 28, 2022 | May 06, 2021 | Apr. 09, 2021 |
The Acquisition of the Qiangsheng, Eurasia and Minkang Hospitals (Details) [Line Items] | |||
Common Stock issued | $ 80,000 | $ 4,000,000 | |
Equity Interest percenatge | 90% | ||
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 the three hospitals in consideration of approximately $25,023,555 (RMB162,000,000) to paid by the issuance of 4,000,000 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 “Cash Consideration”). The first payment of the Cash Consideration was RMB 20,000,000 (approximately $3,097,317). The second and third payments of the Cash Consideration of RMB 64,000,000 (approximately $9,911,416) were subject to post-closing adjustments based on the performance of Qiangsheng, Eurasia and Minkang in 2021 and 2022. The sellers had the right to receive the second and third payments in the form of shares of Common Stock valued at $15.00 per share or in cash. |
The Acquisition of the Qiangs_4
The Acquisition of the Qiangsheng, Eurasia and Minkang Hospitals (Details) - Schedule of identified assets acquired and liabilities - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 | May 06, 2021 |
Assets | |||
Cash and cash equivalents | $ 2,336,636 | $ 4,609,431 | $ 12,341 |
Accounts receivable, net | 41,836 | ||
Inventories, net | 156,576 | ||
Advances and other receivables | 923,785 | 137,816 | 40,620 |
Property, plant and equipment, net | 653,104 | ||
Operating lease-right of use assets | 2,942,265 | 1,708,740 | 2,168,709 |
Goodwill | $ 2,065,666 | $ 8,376,217 | 9,067,529 |
Liabilities | |||
Accounts payable, trade | (355,980) | ||
Advances from customers | (36,798) | ||
Tax payable | (345,870) | ||
Other payables and accrued liabilities | (311,174) | ||
Lease liability-current | (365,788) | ||
Lease liability-non current | (1,988,195) | ||
Total net assets | $ 8,736,910 |
The Acquisition of Zhuoda (Deta
The Acquisition of Zhuoda (Details) - Zhuoda [Member] | 1 Months Ended | 12 Months Ended | ||||
Sep. 10, 2021 USD ($) | Sep. 10, 2021 CNY (¥) | Sep. 22, 2021 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) shares | Dec. 31, 2022 CNY (¥) shares | Sep. 22, 2021 CNY (¥) | |
The Acquisition of Zhuoda (Details) [Line Items] | ||||||
Issued and outstanding equity interests | $ 11,400,000 | ¥ 75,240,000 | ||||
Shares of common stock | 440,000 | 44,000 | 44,000 | |||
Shares of common stock valued | $ 6,600,000 | ¥ 43,560,000 | ||||
Shares of common stock per share | $ / shares | $ 150 | |||||
Purchase price | $ 4,800,000 | ¥ 31,680,000 | ||||
Equity interests percentage | 100% | 100% | ||||
Shares will be returned | 44,000 | 44,000 |
The Acquisition of Zhuoda (De_2
The Acquisition of Zhuoda (Details) - Schedule of identified assets acquired and liabilities - Zhuoda Acquisition [Member] | Dec. 31, 2021 USD ($) |
Assets | |
Cash and cash equivalents | $ 102,350 |
Accounts receivable, net | 804,083 |
Inventories, net | 131,456 |
Advances and other receivables | 886,370 |
Property, plant and equipment, net | 6,579 |
Operating lease-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) |
Tax payable | (24,787) |
Other payables and accrued liabilities | (493,868) |
Lease liability-current | (7,217) |
Lease liability-non current | (14,265) |
Total net assets | $ 1,498,199 |
The Sale of Zhuoda (Details)
The Sale of Zhuoda (Details) - shares | 12 Months Ended | ||
Jul. 05, 2022 | Dec. 31, 2022 | Feb. 28, 2021 | |
The Sale of Zhuoda (Details) [Line Items] | |||
Common stock shares | 400,000 | ||
Shares return | 270,000 | 44,000 | |
Zhuoda [Member] | |||
The Sale of Zhuoda (Details) [Line Items] | |||
Common stock shares | 44,000 | ||
Series of Individually Immaterial Business Acquisitions [Member] | Zhuoda [Member] | |||
The Sale of Zhuoda (Details) [Line Items] | |||
Equity interest rate | 100% |
The Sale of Zhuoda (Details) -
The Sale of Zhuoda (Details) - Schedule of condensed consolidated statements of operations - The Sale of Zhuoda [Member] | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Condensed Income Statements, Captions [Line Items] | |
Revenues | $ 2,713,818 |
Cost of revenues | 2,314,877 |
Gross profit | 398,941 |
Operating expense | 392,875 |
Other income (expense) | (45,146) |
Loss before income taxes | (39,080) |
Income tax expense | 1,425 |
Net income/(loss) from discontinued operations | $ (40,505) |
The Sale of Zhuoda (Details) _2
The Sale of Zhuoda (Details) - Schedule of zhuoda balance sheet - The Sale of Zhuoda [Member] - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 13,922 | $ 100,678 |
Accounts receivable, net | 1,951,997 | 984,030 |
Advances to suppliers | 67,561 | 118,365 |
Amount due from related parties | ||
Inventories, net | 101,059 | 162,882 |
Prepayments and other receivables | 720,365 | 725,881 |
Operating lease-right of use assets | ||
Total current assets | 2,854,904 | 2,091,836 |
Non-current assets | ||
Deferred tax assets | ||
Property, plant and equipment, net | 1,442 | 2,507 |
Intangible assets, net | ||
Operating lease-right of use assets | 10,044 | 15,959 |
Goodwill | ||
Long-term investment | ||
Total non-current assets | 11,486 | 18,466 |
Total assets from discontinued operations | 2,866,390 | 2,110,302 |
Current liabilities | ||
Short-term loans | 154,288 | 795,583 |
Long-term loans due within one year | ||
Convertible promissory notes, net | ||
Accounts payable, trade | 1,301,712 | 265,731 |
Advances from customers | 723 | |
Amount due to related parties | ||
Taxes payable | 441 | 218 |
Other payables and accrued liabilities | 162,362 | 468,970 |
Lease liability-current | 7,693 | 8,102 |
Total current liabilities | 1,626,496 | 1,539,327 |
Non-current liabilities | ||
Lease liability-non current | 6,976 | 12,727 |
Long-term loans – non-current | 330,242 | |
Total non-current liabilities | 337,218 | 12,727 |
Total liabilities | $ 1,963,714 | $ 1,552,054 |
Accounts Receivable (Details) -
Accounts Receivable (Details) - Schedule of accounts receivable - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Accounts Receivable Abstract | ||
Accounts receivable, cost | $ 4,813,160 | $ 6,170,551 |
Less: allowance for doubtful accounts | (1,604,874) | (295,945) |
Accounts receivable, net | $ 3,208,286 | $ 5,874,607 |
Advances to Suppliers (Details)
Advances to Suppliers (Details) - Schedule of advances to suppliers - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Advances To Suppliers Abstract | ||
Advances to suppliers, cost | $ 6,589,759 | $ 2,909,048 |
Advances to suppliers, net | $ 6,589,759 | $ 2,909,048 |
Inventories (Details)
Inventories (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | ||
Accrued allowances | $ 27,602 | $ 30,152 |
Inventories (Details) - Schedul
Inventories (Details) - Schedule of inventories - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule Of Inventories Abstract | ||
Pharmaceuticals | $ 7,067,613 | $ 1,966,809 |
Medical devices | 614,231 | 302,035 |
Less: allowance for obsolete and expired inventory | (27,602) | (30,152) |
Total inventory | $ 7,654,242 | $ 2,238,692 |
Prepayment and Other Receivab_3
Prepayment and Other Receivables (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Prepayments And Other Receivables Abstract | ||
Accounts Receivable, Allowance for Credit Loss, Period Increase (Decrease) | $ 23,875 | $ 26,080 |
Prepayment and Other Receivab_4
Prepayment and Other Receivables (Details) - Schedule of prepayments and other receivables - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | May 06, 2021 | |
Schedule Of Prepayments And Other Receivables Abstract | |||
Deposits for rentals | $ 132,960 | $ 39,180 | |
Deposit for property rights trading | |||
Prepaid expenses and improvements of offices | 56,121 | 73,566 | |
Deposit for purchase of medical devices | 166,765 | ||
VAT deductibles | 297,141 | ||
Deferred offering cost | 1,227,778 | ||
Deposit for sales platform | 24,337 | ||
Receivables from third party | 66,986 | 61,781 | |
Others | 923,785 | 137,816 | $ 40,620 |
Less: allowance for doubtful accounts | (23,875) | (26,080) | |
Prepayments and other receivables | $ 1,347,079 | $ 1,811,182 |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 220,064 | $ 240,660 |
Property, Plant and Equipment_3
Property, Plant and Equipment (Details) - Schedule of property, plant and equipment - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 2,642,346 | $ 2,833,772 |
Less: accumulated depreciation | (938,926) | (888,220) |
Property, plant and equipment, net | 1,703,420 | 1,945,552 |
Building [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 749,526 | 818,757 |
Office equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 132,329 | 144,551 |
Electronic equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 37,257 | 40,698 |
Furniture [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 30,764 | 39,273 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 168,512 | 174,353 |
Medical equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 925,281 | 1,010,746 |
Leasehold Improvement [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 598,677 | $ 605,394 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 3,496 | $ 3,456 |
Intangible Assets (Details) - S
Intangible Assets (Details) - Schedule of intangible assets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule Of Intangible Assets Abstract | ||
Software | $ 19,679 | $ 21,495 |
Intangible assets, gross | 19,679 | 21,495 |
Less: accumulated amortization | (3,496) | (3,456) |
Intangible assets, net | $ 16,183 | $ 18,039 |
Long Term Investment (Details)
Long Term Investment (Details) - USD ($) | 12 Months Ended | |
Jul. 05, 2022 | Dec. 31, 2022 | |
Loans [Abstract] | ||
Equity interests percentage | 100% | |
Products in consideration | $ 1,800,000 | |
Cash purchase | $ 180,000 | |
Share issued | 5,270,000 | |
Share issued | 270,000 | |
Balance shares | 5,000,000 | |
Net profit | $ 2,500,000 |
Long Term Investment (Details)
Long Term Investment (Details) - Schedule of investment - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule Of Investment Abstract | ||
Long-term investment in Phenix Bio Inc | $ 1,800,000 | |
Total long-term investment | $ 1,800,000 |
Leases (Details) - Schedule of
Leases (Details) - Schedule of operating leases - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 | May 06, 2021 |
Right of Use Assets | |||
Operating lease | $ 2,942,265 | $ 1,708,740 | |
Total right of use assets | 2,942,265 | 1,708,740 | $ 2,168,709 |
Operating Lease Obligations | |||
Current operating lease liabilities | 532,630 | 442,628 | |
Non-current operating lease liabilities | 2,574,751 | 1,402,550 | |
Total Lease Liabilities | $ 3,107,381 | $ 1,845,178 |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of lease liability maturities | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Schedule Of Lease Liability Maturities Abstract | |
2023 | $ 683,240 |
2024 | 760,535 |
2025 | 773,941 |
2026 | 787,224 |
2027 and thereafter | 743,755 |
Total minimum lease payments | 3,748,695 |
Less: Amount representing interest | (641,314) |
Total | $ 3,107,381 |
Goodwill (Details)
Goodwill (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill (Details) [Line Items] | ||
Goodwill | $ 2,065,666 | $ 8,376,217 |
Impairment losses | 5,385,811 | $ 26,128,171 |
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 | |
Zhuoda [Member] | ||
Goodwill (Details) [Line Items] | ||
Goodwill acquired during period | 49 | |
Minkang, Qiangsheng and Eurasia [Member] | ||
Goodwill (Details) [Line Items] | ||
Goodwill acquired during period | $ 9,067,529 |
Goodwill (Details) - Schedule o
Goodwill (Details) - Schedule of carrying amount of goodwill - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Carrying Amount Of Goodwill Abstract | ||
Beginning balance | $ 8,376,217 | $ 34,504,388 |
Disposal of Zhuoda | (924,740) | |
Addition during the year | ||
Impairment during the year | (5,385,811) | (26,128,171) |
Goodwill | $ 2,065,666 | $ 8,376,217 |
Loans (Details)
Loans (Details) - USD ($) | 12 Months Ended | |||||||||||||||
Dec. 31, 2022 | Dec. 31, 2021 | Feb. 24, 2024 | Dec. 20, 2023 | Sep. 26, 2023 | Jul. 26, 2023 | Mar. 26, 2023 | Mar. 17, 2023 | Dec. 22, 2022 | Sep. 06, 2022 | Apr. 26, 2022 | Mar. 17, 2022 | Oct. 07, 2021 | Jul. 24, 2021 | Feb. 25, 2021 | Dec. 26, 2020 | |
Loans (Details) [Line Items] | ||||||||||||||||
Borrowing amount | $ 119,653 | |||||||||||||||
Interest rate percentage | 9.45% | |||||||||||||||
Interest expense on short-term loans | $ 65,807 | $ 41,076 | ||||||||||||||
Term of borrowed | 2 years | |||||||||||||||
Interest rate percentage | 14.40% | |||||||||||||||
Interest expense on long-term loans | $ 75,962 | $ 106,600 | ||||||||||||||
Chongwing Nan’an Zhongyin Fuden Village Bank Co. Ltd [Member] | ||||||||||||||||
Loans (Details) [Line Items] | ||||||||||||||||
Long term borrowing amount | $ 116,974 | |||||||||||||||
Chongqing Shude [Member] | ||||||||||||||||
Loans (Details) [Line Items] | ||||||||||||||||
Long term borrowing amount | $ 71,792 | |||||||||||||||
We Bank [Member] | ||||||||||||||||
Loans (Details) [Line Items] | ||||||||||||||||
Long term borrowing amount | $ 42,341 | $ 24,514 | ||||||||||||||
Huaneng Guicheng Trust Co., LTD [Member] | ||||||||||||||||
Loans (Details) [Line Items] | ||||||||||||||||
Long term borrowing amount | $ 39,109 | |||||||||||||||
Forecast [Member] | ||||||||||||||||
Loans (Details) [Line Items] | ||||||||||||||||
Interest rate percentage | 4.50% | |||||||||||||||
Forecast [Member] | Chongwing Nan’an Zhongyin Fuden Village Bank Co. Ltd [Member] | ||||||||||||||||
Loans (Details) [Line Items] | ||||||||||||||||
Interest rate percentage | 8% | |||||||||||||||
Forecast [Member] | We Bank [Member] | ||||||||||||||||
Loans (Details) [Line Items] | ||||||||||||||||
Interest rate percentage | 13.68% | 10.06% | ||||||||||||||
Forecast [Member] | Huaneng Guicheng Trust Co., LTD [Member] | ||||||||||||||||
Loans (Details) [Line Items] | ||||||||||||||||
Interest rate percentage | 12.96% | |||||||||||||||
Chongqing Guanzan Technology [Member] | ||||||||||||||||
Loans (Details) [Line Items] | ||||||||||||||||
Borrowing amount | $ 703,558 | |||||||||||||||
China Minsheng Banking Corp. Ltd. [Member] | ||||||||||||||||
Loans (Details) [Line Items] | ||||||||||||||||
Borrowing amount | $ 114,867 | |||||||||||||||
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 | $ 23,931 | |||||||||||||||
Guanzan [Member] | ||||||||||||||||
Loans (Details) [Line Items] | ||||||||||||||||
Borrowing amount | $ 39,485 |
Loans (Details) - Schedule of s
Loans (Details) - Schedule of short-term loans - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Short-Term Debt [Line Items] | ||
Total | $ 818,425 | $ 768,543 |
China Minsheng Bank [Member] | ||
Short-Term Debt [Line Items] | ||
Total | 114,867 | |
Postal Savings Bank of China [Member] | ||
Short-Term Debt [Line Items] | ||
Total | $ 703,558 | $ 768,543 |
Loans (Details) - Schedule of l
Loans (Details) - Schedule of long-term loans - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Loans (Details) - Schedule of long-term loans [Line Items] | ||
Subtotal of long-term loans | $ 420,751 | $ 907,193 |
Less: current portion | (105,965) | (369,187) |
Long-term loans – non current portion | 314,786 | 538,006 |
Standard Chartered Bank [Member] | ||
Loans (Details) - Schedule of long-term loans [Line Items] | ||
Long-term loans | 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 | 360,825 | 562,455 |
China Construction Bank Chongqing Zhongxian Sub-branch [Member] | ||
Loans (Details) - Schedule of long-term loans [Line Items] | ||
Long-term loans | $ 59,926 |
Loans (Details) - Schedule of_2
Loans (Details) - Schedule of long-term loans maturities | Dec. 31, 2022 USD ($) |
Schedule of long-term loans maturities [Abstract] | |
2023 | $ 105,965 |
2024 | 369,187 |
Total | $ 475,152 |
Convertible Promissory Notes _3
Convertible Promissory Notes and Embedded Derivative Instructions (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Feb. 26, 2021 | Feb. 24, 2021 | May 18, 2020 | Nov. 18, 2021 | Dec. 31, 2022 | 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 at an initial exercise price of $3.55 per share (post-Split Price and subject to the Event Market Price Adjustment), subject to increase based on the number of shares Common Stock issued pursuant to the 2021 Notes. | |||||
Convertible notes | ||||||
Fair value of conversion option liability | ||||||
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% | |||||
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 | ||||
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 1-for-5 reverse stock split (the “Split”) on February 3, 2022. | |||||
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 increase based on the number of shares of common stock issued pursuant - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Increase Based On The Number Of Shares Of Common Stock Issued Pursuant Abstract | ||
Carrying value as at January 1 | $ 5,211,160 | $ 3,328,447 |
Interest accrued at effective interest rate | 2,585,840 | 7,282,713 |
Shares issued for interest payment | ||
Redemption of convertible promissory note | (7,797,000) | (5,400,000) |
Exchange differences | ||
Carrying value as at December 31 | $ 1,108,785 | $ 5,211,160 |
Convertible Promissory Notes _5
Convertible Promissory Notes and Embedded Derivative Instructions (Details) - Schedule of additional paid-in capital - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of Additional Paid in Capital [Abstract] | ||
Convertible note – principal | $ 1,108,785 | $ 7,800,000 |
Convertible note – discount | (2,588,840) | |
Convertible promissory note, net | $ 1,108,785 | $ 5,211,160 |
Convertible Promissory Notes _6
Convertible Promissory Notes and Embedded Derivative Instructions (Details) - Schedule of assumptions used in the Black-Scholes option pricing model | 12 Months Ended | |
Dec. 31, 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) | 1 year 5 months 1 day | 1 year 5 months 1 day |
Related Parties and Related P_2
Related Parties and Related Parties Transactions (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Related Parties and Related Parties Transactions (Details) [Line Items] | ||
Amounts payable to related party | $ 4,600,441 | $ 730,285 |
Personal loan amount | 2,000,000 | |
Remaining balance amount | 1,620,000 | |
Mr. Yongquan Bi [Member] | ||
Related Parties and Related Parties Transactions (Details) [Line Items] | ||
Amounts payable to related party | 27,699 | 30,258 |
Mr. Li Zhou [Member] | ||
Related Parties and Related Parties Transactions (Details) [Line Items] | ||
Amounts payable to related party | 248,690 | 477,128 |
Mr. Fuqing Zhang [Member] | ||
Related Parties and Related Parties Transactions (Details) [Line Items] | ||
Amounts payable to related party | 172,730 | 188,684 |
Mr.Youwei Xu [Member] | ||
Related Parties and Related Parties Transactions (Details) [Line Items] | ||
Amounts payable to related party | 11,784 | 12,872 |
Shaohui Zhuo [Member] | ||
Related Parties and Related Parties Transactions (Details) [Line Items] | ||
Amount payable to daily operations | 4,671 | 5,102 |
Nanfang Xiao [Member] | ||
Related Parties and Related Parties Transactions (Details) [Line Items] | ||
Amount payable to daily operations | 10,482 | 11,450 |
Jia Song [Member] | ||
Related Parties and Related Parties Transactions (Details) [Line Items] | ||
Amount payable to daily operations | 4,385 | $ 4,791 |
Mr. Fnu Oudom [Member] | ||
Related Parties and Related Parties Transactions (Details) [Line Items] | ||
Other payable | $ 3,620,000 | |
Interest rate | 6% | |
Mr. Song Tie Wei [Member] | ||
Related Parties and Related Parties Transactions (Details) [Line Items] | ||
Other payable | $ 500,000 | |
Interest rate | 1% |
Other Payables and Accrued Li_3
Other Payables and Accrued Liabilities (Details) - USD ($) | 1 Months Ended | 2 Months Ended | 12 Months Ended | |
Oct. 01, 2019 | Oct. 28, 2021 | Jul. 14, 2021 | Dec. 31, 2022 | |
Other Payables and Accrued Liabilities (Details) [Line Items] | ||||
Agreement term | 1 year | 1 year | ||
Annual cash compensation | $ 500,000 | $ 250,000 | ||
Annual salary | $ 1,000,000 | $ 500,000 | ||
Stock compensation (in Shares) | 100,000 | 500,000 | ||
Chief Executive Officer [Member] | ||||
Other Payables and Accrued Liabilities (Details) [Line Items] | ||||
Agreement term | 2 years |
Other Payables and Accrued Li_4
Other Payables and Accrued Liabilities (Details) - Schedule of other payables and accrued liabilities - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Other Payables and Accrued Liabilities [Abstract] | |||
Payroll payable | $ 411,043 | $ 671,147 | |
Salary payable – related party | [1] | 2,135,333 | 1,005,833 |
Accrued operating expenses | (900) | ||
Social security payable | |||
Acquisition payable | 403,305 | ||
Long-term payable | |||
Other payables | 630,097 | ||
Other payables and accrued liabilities, net | $ 3,175,574 | $ 2,080,285 | |
[1] The Company entered into an employment agreement with Mr. Tiewei Song, the Chief Executive Officer of the Company, dated October 1, 2019, 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 $1,000,000 in cash and an annual stock compensation of 100,000 shares of the Company’s common stock. |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||||||||||||||||
Jul. 18, 2022 | Jul. 05, 2022 | Feb. 01, 2022 | Jan. 07, 2022 | Apr. 29, 2021 | Feb. 11, 2021 | Feb. 03, 2021 | Dec. 02, 2020 | Mar. 12, 2020 | Oct. 07, 2019 | Jan. 27, 2022 | Jan. 24, 2022 | Sep. 22, 2021 | Aug. 27, 2021 | Jul. 23, 2021 | Jun. 18, 2021 | Apr. 20, 2021 | Mar. 26, 2021 | Feb. 09, 2021 | Jun. 18, 2020 | Apr. 20, 2019 | Mar. 01, 2021 | Nov. 30, 2021 | Oct. 20, 2020 | Dec. 31, 2022 | Dec. 28, 2022 | Nov. 23, 2022 | Dec. 31, 2021 | Feb. 02, 2021 | Nov. 30, 2020 | |
Stockholders' 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 | 3,764,780 | 850,222 | ||||||||||||||||||||||||||||
Common stock, shares outstanding | 3,764,780 | 850,222 | ||||||||||||||||||||||||||||
Common stock shares reserved | 15,806,052 | |||||||||||||||||||||||||||||
Number of share issued | 270,000 | 44,000 | ||||||||||||||||||||||||||||
Common stock shares issued | 12,500,000 | 5,270,000 | 400,000 | 200,000 | 44,000 | |||||||||||||||||||||||||
Aggregate principal amount (in Dollars) | $ 74,473 | |||||||||||||||||||||||||||||
Compensation of annual salary in cash (in Dollars) | $ 500,000 | |||||||||||||||||||||||||||||
Stock compensation shares issued | 500,000 | |||||||||||||||||||||||||||||
Consideration amount (in Dollars) | $ 5 | |||||||||||||||||||||||||||||
Conversion of convertible notes | 15,806,052 | |||||||||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||||||||
Stockholders' 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 | 34,255,000 | |||||||||||||||||||||||||||||
Common stock, shares outstanding | 2,302,222 | |||||||||||||||||||||||||||||
Number of share issued | 30,000 | |||||||||||||||||||||||||||||
Zhuoda [Member] | ||||||||||||||||||||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||||||||||||||||||||
Equity interests | 100% | |||||||||||||||||||||||||||||
Guanzan [Member] | ||||||||||||||||||||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||||||||||||||||||||
Number of share issued | 190,000 | 92,000 | ||||||||||||||||||||||||||||
Hudson Bay [Member] | ||||||||||||||||||||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||||||||||||||||||||
Aggregate of common stock shares | 276,943 | 970,173 | ||||||||||||||||||||||||||||
Aggregate principal amount (in Dollars) | $ 2,150,000 | $ 2,400,000 | ||||||||||||||||||||||||||||
CVI [Member] | ||||||||||||||||||||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||||||||||||||||||||
Aggregate of common stock shares | 227,731 | 1,183,251 | ||||||||||||||||||||||||||||
Number of share issued | 32,500 | |||||||||||||||||||||||||||||
Aggregate principal amount (in Dollars) | $ 3,000,000 | |||||||||||||||||||||||||||||
Aggregate principal amount (in Dollars) | $ 2,150,000 | |||||||||||||||||||||||||||||
Cashless exercise warrants | 650,000 | |||||||||||||||||||||||||||||
Real Miracle Investments Limited [Member] | ||||||||||||||||||||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||||||||||||||||||||
Number of share issued | 5,000 | |||||||||||||||||||||||||||||
Zhongshan [Member] | ||||||||||||||||||||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||||||||||||||||||||
Number of share issued | 40,000 | |||||||||||||||||||||||||||||
Minkang, Qiangsheng and Eurasia Hospitals [Member] | ||||||||||||||||||||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||||||||||||||||||||
Number of share issued | 80,000 | |||||||||||||||||||||||||||||
Chongqing [Member] | ||||||||||||||||||||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||||||||||||||||||||
Number of share issued | 10,000 | |||||||||||||||||||||||||||||
Mali Hospital [Member] | ||||||||||||||||||||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||||||||||||||||||||
Number of share issued | 600,000 | |||||||||||||||||||||||||||||
Mr. Tiewei Song [Member] | ||||||||||||||||||||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||||||||||||||||||||
Number of share issued | 1,000,000 | |||||||||||||||||||||||||||||
Mr Wangs [Member] | ||||||||||||||||||||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||||||||||||||||||||
Number of share issued | 500,000 | |||||||||||||||||||||||||||||
Boqi Zhengji [Member] | ||||||||||||||||||||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||||||||||||||||||||
Aggregate of common stock shares | 300,000 | 300,000 | ||||||||||||||||||||||||||||
Platinum Point Capital LLC [Member] | ||||||||||||||||||||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||||||||||||||||||||
Aggregate of common stock shares | 331,643 | |||||||||||||||||||||||||||||
Convertible notes issued (in Dollars) | $ 1,534,250 | |||||||||||||||||||||||||||||
Guanzan [Member] | ||||||||||||||||||||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||||||||||||||||||||
Common stock shares issued | 200,000 | |||||||||||||||||||||||||||||
Hudson Bay [Member] | ||||||||||||||||||||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||||||||||||||||||||
Aggregate of common stock shares | 25,125 | |||||||||||||||||||||||||||||
Aggregate principal amount (in Dollars) | $ 173,154 | |||||||||||||||||||||||||||||
CVI [Member] | ||||||||||||||||||||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||||||||||||||||||||
Aggregate of common stock shares | 89,492 | |||||||||||||||||||||||||||||
Aggregate principal amount (in Dollars) | $ 609,615 | |||||||||||||||||||||||||||||
Guoyitang [Member] | ||||||||||||||||||||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||||||||||||||||||||
Common stock shares issued | 40,000 | |||||||||||||||||||||||||||||
Zhuoda [Member] | ||||||||||||||||||||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||||||||||||||||||||
Number of share issued | 44,000 | |||||||||||||||||||||||||||||
Kingmoon & Kingyang (Jiulongpo) [Member] | ||||||||||||||||||||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||||||||||||||||||||
Common stock shares issued | 50,000 | |||||||||||||||||||||||||||||
Convertible Notes Payable [Member] | ||||||||||||||||||||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||||||||||||||||||||
Common Stock of shares | 20,706 |
Taxes (Details)
Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Net operating loss | $ 6,276,080 | |
Tax percentage | 16.50% | |
Income tax rate | 25% | |
VAT rates percentage | 13% | |
VAT payable | $ 7,893 | $ 11,163 |
Other levies and withholding | $ 13 | $ 642 |
Taxes (Details) - Schedule of r
Taxes (Details) - Schedule of reconciliation of income tax rate to the effective income tax rate - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Reconciliation of Income Tax Rate to The Effective Income Tax Rate [Abstract] | ||
Loss before income taxes from operation in the PRC | $ (3,479,593) | $ (1,076,954) |
Statutory income tax rate | 25% | 25% |
Income tax expense at statutory rate | $ (869,899) | $ (269,239) |
Tax effect of non-deductible items | 1,481 | 9,057 |
Tax effect of non-taxable entities | 874,510 | 596,660 |
Tax effect of preferential tax rate | (306,806) | |
Income tax expense | $ 6,092 | $ 29,674 |
Net Loss Per Share (Details) -
Net Loss Per Share (Details) - Schedule of basic and diluted net loss per share - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Basic and Diluted Net Loss Per Share [Abstract] | ||
Net loss from continuing operation attributable to common shareholders | $ (21,628,406) | $ (34,693,619) |
Net Income from discontinued operation attributable to common shareholders | (689,650) | (228,126) |
Total net loss attributable to common shareholders | $ (22,318,056) | $ (34,921,745) |
Weighted average number of common shares outstanding – Basic and diluted | 2,664,653 | 536,293 |
loss per share – basic and diluted: | ||
Continuing operations | $ (8.12) | $ (64.69) |
Discontinued operations | (0.26) | (0.43) |
Total | $ (8.38) | $ (65.12) |
Net Loss Per Share (Details) _2
Net Loss Per Share (Details) - Schedule of basic and diluted net loss per share (Parentheticals) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Basic and Diluted Net Loss Per Share [Abstract] | ||
Weighted average number of common shares outstanding – Diluted | 2,664,653 | 536,293 |
Statutory Reserves (Details)
Statutory Reserves (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Statutory Reserves [Abstract] | |
Statutory reserve | 10% |
After-tax net income | 50% |
Segments (Details)
Segments (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Number of reportable segments | 4 |
Segments (Details) - Schedule o
Segments (Details) - Schedule of reported segment profit or loss - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Segment Reporting Information [Line Items] | ||
Revenues from external customers | $ 11,830,379 | $ 21,319,610 |
Cost of revenues | 9,880,429 | 18,893,667 |
Depreciation, depletion, and amortization expense | 77,939 | 170,532 |
Profit (loss) | (21,628,406) | (34,693,619) |
Total assets | 29,853,668 | 29,699,202 |
Retail pharmacy [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues from external customers | 856,596 | 316,647 |
Cost of revenues | 179,386 | 200,162 |
Depreciation, depletion, and amortization expense | 19,495 | 20,742 |
Profit (loss) | (432,419) | (562,641) |
Total assets | 594,996 | 355,973 |
Medical devices wholesale [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues from external customers | 4,142,455 | 3,445,107 |
Cost of revenues | 3,273,768 | 3,033,702 |
Depreciation, depletion, and amortization expense | 46,563 | 36,122 |
Profit (loss) | (126,869) | 186,473 |
Total assets | 3,771,472 | 3,831,664 |
Drugs wholesale [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues from external customers | 6,831,328 | 16,495,373 |
Cost of revenues | 6,417,821 | 14,553,641 |
Depreciation, depletion, and amortization expense | 173 | 1,724 |
Profit (loss) | (2,095,750) | 773,148 |
Total assets | 13,223,957 | 10,297,205 |
Others [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues from external customers | 14,165 | |
Cost of revenues | 9,454 | 105,580 |
Depreciation, depletion, and amortization expense | 11,708 | 94,265 |
Profit (loss) | (18,900,770) | (35,175,987) |
Total assets | 11,204,718 | 13,951,896 |
Medical Services [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues from external customers | 1,048,318 | |
Cost of revenues | 1,000,582 | |
Depreciation, depletion, and amortization expense | 17,680 | |
Profit (loss) | (72,598) | 85,388 |
Total assets | $ 1,058,525 | $ 1,262,464 |
Segments (Details) - Schedule_2
Segments (Details) - Schedule of reportable segment revenues, profit or loss, and assets - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Reportable Segment Revenues Profit Or Loss And Assets Abstract | ||
Total revenues from reportable segments | $ 12,813,333 | $ 25,685,842 |
Other revenues | 14,165 | |
Elimination of inter segments revenues | (982,954) | (4,380,397) |
Total consolidated revenues | 11,830,379 | 21,319,610 |
Profit or loss | ||
Total income/(loss) from reportable segments | (2,727,636) | 482,368 |
Elimination of inter segments profit or loss | (696,567) | (671,410) |
Unallocated amount: | ||
Amortization of discount of Notes and Convertible Notes | (3,260,788) | (2,252,401) |
Other corporation expense | (14,943,415) | (15,201,469) |
Total net loss | (21,628,406) | (17,642,912) |
Assets | ||
Total assets from reportable segments | 36,787,755 | 36,523,225 |
Elimination of intersegments receivables | (15,662,215) | (25,344,121) |
Unallocated amount: | ||
Other unallocated assets – Phenix Bio Inc | 1,800,000 | |
Other unallocated assets – Xinrongxin | 4,167 | 3,188,516 |
Other unallocated assets – Liaoning Boyi | 30,654 | 33,847 |
Other unallocated assets – Dalian Boyi | 3,975 | 21,955 |
Other unallocated assets – Chongqing Bimai | 1,624,154 | 18,173,386 |
Other unallocated assets – BIMI | 5,265,178 | 5,531,557 |
Total consolidated assets | $ 29,853,668 | $ 38,128,365 |
Entity-Wide Information and C_3
Entity-Wide Information and Concentrations of Risk (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2022 | |
Entity-Wide Information and Concentrations of Risk (Details) [Line Items] | ||
Revenues percentage | 10% | |
Accounts receivable percentage | 10% | |
Total purchase percentage | 10% | |
Two Customers [Member] | ||
Entity-Wide Information and Concentrations of Risk (Details) [Line Items] | ||
Revenues percentage | 10% |
Entity-Wide Information and C_4
Entity-Wide Information and Concentrations of Risk (Details) - Schedule of reported revenues for each type of product - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Entity-Wide Information and Concentrations of Risk (Details) - Schedule of reported revenues for each type of product [Line Items] | ||
Total | $ 11,830,379 | $ 21,319,610 |
Medical devices wholesale [Member] | ||
Entity-Wide Information and Concentrations of Risk (Details) - Schedule of reported revenues for each type of product [Line Items] | ||
Total | 4,142,455 | 3,445,107 |
Pharmaceuticals wholesale [Member] | ||
Entity-Wide Information and Concentrations of Risk (Details) - Schedule of reported revenues for each type of product [Line Items] | ||
Total | 6,831,328 | 16,495,373 |
Medical services [Member] | ||
Entity-Wide Information and Concentrations of Risk (Details) - Schedule of reported revenues for each type of product [Line Items] | ||
Total | 1,048,318 | |
Pharmacy retail [Member] | ||
Entity-Wide Information and Concentrations of Risk (Details) - Schedule of reported revenues for each type of product [Line Items] | ||
Total | 856,596 | 316,647 |
Other [Member] | ||
Entity-Wide Information and Concentrations of Risk (Details) - Schedule of reported revenues for each type of product [Line Items] | ||
Total | $ 14,165 |
Entity-Wide Information and C_5
Entity-Wide Information and Concentrations of Risk (Details) - Schedule of outstanding accounts receivable | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Customer B [Member] | |
Entity-Wide Information and Concentrations of Risk (Details) - Schedule of outstanding accounts receivable [Line Items] | |
Segment | pharmaceuticals segment |
Sales | $ 2,865,755 |
Percentage of total sales | 13.44% |
Account receivables | |
Customer A [Member] | |
Entity-Wide Information and Concentrations of Risk (Details) - Schedule of outstanding accounts receivable [Line Items] | |
Segment | pharmaceuticals segment |
Sales | $ 2,828,121 |
Percentage of total sales | 13.27% |
Customer D [Member] | |
Entity-Wide Information and Concentrations of Risk (Details) - Schedule of outstanding accounts receivable [Line Items] | |
Segment | pharmaceuticals segment |
Sales | $ 2,705,824 |
Percentage of total sales | 12.69% |
Entity-Wide Information and C_6
Entity-Wide Information and Concentrations of Risk (Details) - Schedule of purchases and its outstanding accounts payable - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Vendor A [Member] | ||
Entity-Wide Information and Concentrations of Risk (Details) - Schedule of purchases and its outstanding accounts payable [Line Items] | ||
Segment | medicines | pharmaceuticals segment |
Purchases | $ 8,803,743 | $ 2,730,230 |
Percentage of total purchases | 51.50% | 44.25% |
Account payable | ||
Vendor B [Member] | ||
Entity-Wide Information and Concentrations of Risk (Details) - Schedule of purchases and its outstanding accounts payable [Line Items] | ||
Segment | medical devices | |
Purchases | $ 1,870,017 | |
Percentage of total purchases | 10.94% |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||
Dec. 06, 2022 | Jul. 05, 2022 | Feb. 27, 2023 | Dec. 31, 2022 | Dec. 28, 2022 | Nov. 23, 2022 | Jul. 18, 2022 | Dec. 31, 2021 | |
Subsequent Events (Details) [Line Items] | ||||||||
Shares of common stock | 5,270,000 | 400,000 | 200,000 | 44,000 | 12,500,000 | |||
Cash | $ 180,000 | |||||||
Issued shares of common stock | 270,000 | 44,000 | ||||||
Aggregate net profit | $ 2,500,000 | |||||||
Convertible promissory note | $ 2,000,000 | |||||||
Annual interest rate payable | 6% | |||||||
Conversion price | $ 0.4 | |||||||
Conversion price rate | 60% | |||||||
Issuance per share | $ 0.25 | |||||||
Common stock shares issued | 3,764,780 | 850,222 | ||||||
Convertible note | ||||||||
Zhongshan [Member] | ||||||||
Subsequent Events (Details) [Line Items] | ||||||||
Equity interests rate | 13% | |||||||
Qiangsheng, Eurasia and Minkang [Member] | ||||||||
Subsequent Events (Details) [Line Items] | ||||||||
Equity interests rate | 10% | |||||||
Phenix Bio Inc. [Member] | ||||||||
Subsequent Events (Details) [Line Items] | ||||||||
Equity interests rate | 100% | |||||||
Issued shares of common stock | 5,000,000 | |||||||
NASDAQ [Member] | ||||||||
Subsequent Events (Details) [Line Items] | ||||||||
Conversion price | $ 0.4 | |||||||
Subsequent Event [Member] | ||||||||
Subsequent Events (Details) [Line Items] | ||||||||
Conversion price | $ 1.5 | |||||||
Common stock shares issued | 1,330,000 | |||||||
Convertible note | $ 2,000,000 | |||||||
Subsequent Event [Member] | Mr. Oudom [Member] | ||||||||
Subsequent Events (Details) [Line Items] | ||||||||
Cash | $ 3,000,000 | |||||||
Common stock shares issued | 2,500,000 | |||||||
Sale of Stock, Price Per Share | $ 1.5 | |||||||
Agreement transfer [Member] | Zhongshan [Member] | ||||||||
Subsequent Events (Details) [Line Items] | ||||||||
Equity interests rate | 87% | |||||||
Agreement transfer [Member] | Qiangsheng, Eurasia and Minkang [Member] | ||||||||
Subsequent Events (Details) [Line Items] | ||||||||
Equity interests rate | 90% |