UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.20549

 

FORM 10-Q

 

(Mark one)

 

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

 

For the quarterly period ended March 31, 2020

 

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

 

Commission file number 0-17284

 

AIXIN LIFE INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

 

Colorado		84-1085935
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

 

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

Chengdu City, Sichuan Province, China

(Address of principal executive offices)

 

86-313-6732526

(Issuer’s telephone number)

 

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

 

Title of Each Class		Trading Symbol(s)		Name of each Exchange on which Registered
Common Stock, $0.001 Par Value		AIXN		OTC Venture

 

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

Yes [X] No [  ]

 

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

Yes [  ] No [X]

 

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

 

Large accelerated filer	[  ]		Accelerated filer	[  ]
Non-accelerated filer	[  ]	(Do not check if a smaller reporting company)	Smaller reporting company	[X]
			Emerging growth company	[  ]

 

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

 

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

Yes [  ] No [X]

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practical date: As of June 19, 2020, there were outstanding 200,000,000 shares of the registrant’s common stock.

 

 

 

AIXIN LIFE INTERNATIONAL, INC.

FORM 10-Q

March 31, 2020

INDEX

 

		Page
Special Note Regarding Forward Looking Statements		3
Part I – Financial Information		4
Item 1.	Consolidated Financial Statements	4
	Consolidated Balance Sheets	4
	Consolidated Statements of Operations and Comprehensive Income (Loss)	5
	Consolidated Statements of Cash Flows	7
	Notes to Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 4.	Controls and Procedures	30
Part II – Other Information		31
Item 1.	Legal Proceedings	31
Item 1A.	Risk Factors	31
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	31
Item 3.	Defaults Upon Senior Securities	31
Item 5.	Other Information	31
Item 6.	Exhibits	31
	Signatures	32

 

 

SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS

 

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

 

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

 

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

 

Use of Certain Defined Terms

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

 

PART I - FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

AIXIN LIFE INTERNATIONAL, INC.

CONSOLIDATED BALANCE SHEETS

 

		March 31, 2020				December 31 2019
		(Unaudited)
Assets
Current assets
Cash and equivalents		$	23,817			$	9,833
Accounts receivable, net			937				13,511
Other receivables and prepaid expenses			40,154				50,133
Advances to suppliers			275,079				281,268
Inventory			32,832				49,487
Prepayment for acquisition			3,982,750				4,053,587
Advances to related party			1,624,379				1,284,994
Total current assets			5,979,948				5,742,813
Property and equipment, net			90,334				104,509
Operating lease right-of-use assets			173,726				213,897
Total assets		$	6,244,008			$	6,061,219
Liabilities and stockholders’ equity (deficit)
Current liabilities
Accounts payable		$	36,046			$	36,669
Unearned revenue			26,271				-
Taxes payable			58,475				97,378
Accrued liabilities and other payables			636,798				647,304
Operating lease liabilities - current			143,231				146,370
Total current liabilities			900,821				927,721
Operating lease liabilities - non-current			30,495				67,526
Total liabilities			931,316				995,247
Stockholders’ equity (deficit)
Undesignated preferred stock, $0.001 par value, 20,000,000 shares authorized, none issued and outstanding			-				-
Common stock, par value $0.00001 per share, 950,000,000 shares authorized; 340,198,699 shares issued and outstanding as of March 31, 2020 and December 31, 2019			3,402				3,402
Additional paid in capital			10,834,208				10,741,323
Statutory reserve			11,721				11,721
Accumulated deficit			(5,593,738	)			(5,841,955	)
Accumulated other comprehensive income			57,099				151,481
Total stockholders’ equity (deficit)			5,312,692				5,065,972
Total liabilities and stockholders’ equity (deficit)		$	6,244,008			$	6,061,219

 

The accompanying notes are an integral part of these consolidated financial statements.

 

 

AIXIN LIFE INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

 

		Three Months Ended March 31
		2020				2019
						(Restated)
Sales revenue:
Products		$	61,234			$	90,479
Advertising			549,929				-
Total revenue, net			611,163				90,479
Cost of goods sold			25,448				17,196
Gross profit			585,715				73,283
Operating expenses
Selling			79,714				123,636
General and administrative			152,354				213,586
Provision for bad debts			12,528				14,510
Stock-based compensation			92,885				-
Total operating expenses			337,481				351,732
Income (loss) from operations			248,234				(278,449	)
Non-operating income (expenses)
Interest income			15				-
Loss from disposal of fixed assets			-				(33,345	)
Other income			-				444
Other expense			(32	)			-
Total non-operating income (expenses), net			(17	)			(32,901	)
Income (loss) before income tax			248,217				(311,350	)
Income tax expense			-				-
Net income (loss)			248,217				(311,350	)
Other comprehensive items
Foreign currency translation (loss)			(94,382	)			(80,384	)
Comprehensive income (loss)		$	153,835			$	(391,734	)
Income (loss) per share - Basic and diluted		$	0.001			$	(0.001	)
Weighted average shares outstanding			340,198,699				287,838,699

 

The accompanying notes are an integral part of these consolidated financial statements.

 

 

AIXIN LIFE INTERNATIONAL, INC.

CONSOLIDATEDSTATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

(UNAUDITED)

 

																						Accumulated
										Additional												other
		Common Stock								paid in				Statutory				Accumulated				comprehensive
		Shares				Amount				capital				reserves				deficit				income (loss)				Total
Balance, December 31, 2018			287,848,699			$	2,879			$	4,395,379			$	11,721			$	(7,736,440	)		$	135,577			$	(3,190,884	)
Capital contribution by principal shareholder			-				-				313,966				-				-				-				313,966
Net loss (restated)			-				-				-				-				(311,350	)			-				(311,350	)
Foreign currency translation			-				-				-				-				-				(80,384	)			(80,384	)
Balance at March 31, 2019 (restated)			287,848,699			$	2,879			$	4,709,345			$	11,721			$	(8,047,790	)		$	55,193			$	(3,268,652	)
Balance at December 31, 2019			340,198,699			$	3,402			$	10,741,323			$	11,721			$	(5,841,955	)		$	151,481			$	5,065,972
Stock issued for services			-				-				92,885				-				-				-				92,885
Net income			-				-				-				-				248,217				-				248,217
Foreign currency translation			-				-				-				-				-				(94,382	)			(94,382	)
Balance at March 31, 2020			340,198,699			$	3,402			$	10,834,208			$	11,721			$	(5,593,738	)		$	57,099			$	5,312,692

 

The accompanying notes are an integral part of these consolidated financial statements.

 

 

AIXIN LIFE INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

 

		Three Months Ended March 31,
		2020				2019
						(Restated)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)		$	248,217			$	(311,350	)
Adjustments required to reconcile net income (loss) to net cash used in operating activities:
Depreciation			12,602				40,578
Provision for bad debts			12,528				14,510
Stock-based compensation			92,885				-
Loss from disposal of fixed assets			-				33,345
Deferred commission			-				14,366
Deferred travel cost			-				9,446
Changes in net assets and liabilities:
Accounts receivable			-				(26,105	)
Other receivables and prepaid expenses			9,270				10,977
Advances to suppliers			1,483				667
Inventory			16,055				5,879
Accounts payable			(5	)			-
Unearned revenue			26,656				(89,498	)
Taxes payable			(37,812	)			(11,966	)
Accrued liabilities and other payables			189				18,280
Net cash provided by (used in) operating activities			382,068				(290,871	)
CASH FLOWS FROM INVESTING ACTIVITIES:			-				-
CASH FLOWS FROM FINANCING ACTIVITIES:
Capital contribution			-				313,966
Change in advance from shareholder			(367,748	)			(30,276	)
Net cash (used in) provided by financing activities			(367,748	)			283,690
EFFECT OF EXCHANGE RATE CHANGE ON CASH & EQUIVALENTS			(336	)			(861	)
NET INCREASE (DECREASE) IN CASH & EQUIVALENTS			13,984				(8,043	)
CASH & EQUIVALENTS, BEGINNING OF PERIOD			9,833				11,264
CASH & EQUIVALENTS, END OF PERIOD		$	23,817			$	3,221
Supplemental Cash flow data:
Income tax paid		$	-			$	-
Interest paid		$	-			$	-
Non-cash investing and financing activities:
Proceeds from sale of building offset against shareholder loans		$	-			$	1,340,862
Right of use asset and related liability		$	-			$	207,049

 

The accompanying notes are an integral part of these consolidated financial statements.

 

 

AIXIN LIFE INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

1. ORGANIZATION AND DESCRIPTION OF BUSINESS

 

Aixin Life International, Inc. (the “Company” or “Aixin” or “we”) was incorporated under the laws of the State of Colorado on December 30, 1987 under the name Mercari Communications Group, Ltd (“Mercari”). Mercari’s business failed in 1990. Mercari conducted no operating activities from June 1, 1990 to August 31, 2001 and was dormant.

 

During 2001, Mercari was reactivated. From November 30, 2001 to March 1, 2004, Mercari was in the development stage.

 

On November 9, 2009, Mercari entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) with Algodon Wines & Luxury Development Group, Inc. or “Algodon” (formerly Diversified Private Equity Corporation or “DPEC”), a then privately-held Delaware corporation, Kanouff, LLC (“KLLC”) and Underwood Family Partners, Ltd. (the “Partnership”), of which KLLC and the Partnership were the majority shareholders of the Company (the “Stock Purchase”). In connection with the Stock Purchase, Algodon purchased and the Company sold, 43,822,001 shares of common stock for $43,822, or $0.001 per share. In addition, Algodon purchased 200 shares of common stock from KLLC and 200 shares of common stock from the Partnership for $180,000 payable to each selling shareholder. Immediately following the closing of the transactions contemplated by the Stock Purchase Agreement, Algodon owned 43,822,401 shares of the Company’s common stock, or 96.5% of our outstanding shares.

 

During each year since Mercari was reactivated until 2017, the Company had no revenue and had losses approximately equal to the expenditures required to reactivate and comply with filing and reporting obligations. Expenditures were paid by Mercari from capital contributions and loans made by Mercari’s principal stockholders and entities controlled by Mercari’s directors.

 

On January 20, 2017, Algodon sold 43,822,401 shares of the Company’s common stock, 96.5% of the Company’s outstanding shares, to China Concentric, for $260,000, and assigned its right to the repayment of $150,087 of non-interest bearing advances to the Company for working capital, pursuant to a Stock Purchase Agreement dated December 20, 2016, as amended. Prior to entering into the Stock Purchase Agreement with Algodon, neither China Concentric nor any of its affiliates had any relationship to the Company, Algodon or any of their respective affiliates.

 

On February 2, 2017, Mr. Quanzhong Lin purchased 29,521,410 shares of the Company’s common stock, 65.0% of its outstanding shares from China Concentric for $300,000, pursuant to a Stock Purchase Agreement dated December 21, 2016, which resulted in a change in control of our company.

 

On December 12, 2017, the Company issued 227,352,604 shares of common stock to Mr. Lin, the sole stockholder of AiXin (BVI) International Group Co., Ltd. a British Virgin Islands corporation (“AiXin BVI”), for his shares of AiXin BVI, pursuant to a Share Exchange Agreement. Mr. Lin now owns 256,874,014 shares of the Company’s common stock, 86.2% of our outstanding shares.

 

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

 

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

 

 

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

 

Effective February 1, 2018, pursuant to Articles of Amendment to the Company’s Articles of Incorporation filed with the Secretary of State of Colorado, the Company changed its name to AiXin Life International., Inc.

 

The Company, through its indirectly owned AiXinZhonghong subsidiary, mainly develops and distributes consumer products by offering a line of nutritional products. The Company sells the products through exhibition events, conferences, and person-to-person marketing. During 2019, the Company’s revenue from the sale of products was primarily generated from sales of Huo’s oral solution, concentrated drinks, goat milk power, and food washing serum. During 2020, the Company’s revenue from the sale of products was primarily generated from sales of Tonglìke and food washing serum. During 2019, the Company began to offer advertising services to the parties providing the products which it sells. Contracts for advertising services require the Company to market the products to its clients for specified time periods through exhibition events, conferences and person-to-person marketing, regardless of the number of events to be held. The Company’s sales and advertising businesses mainly focus on a proactive approach to its customers such as hosting events for clients, which it believes is ideally suited to marketing its products and those of its clients because sales of nutrition products are strengthened by ongoing personal contact and support, coaching and education of its clients, as to the benefits of a healthy and active lifestyle.

 

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accompanying consolidated financial statements are prepared in conformity with U.S. Generally Accepted Accounting Principles (“US GAAP”). The functional currency of AiXinZhonghong is Chinese Renminbi (‘‘RMB’’). The accompanying consolidated financial statements are translated from RMB and presented in U.S. dollars (“USD”).

 

The consolidated financial statements include the accounts of the Company and its current wholly owned subsidiaries, AiXin HK and AiXinZhonghong. Intercompany transactions and accounts were eliminated in consolidation.

 

Unaudited Interim Financial Information

 

These unaudited interim consolidated financial statements have been prepared in accordance with GAAP for interim financial reporting and the rules and regulations of the Securities and Exchange Commission that permit reduced disclosure for interim periods. Therefore, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. In the opinion of management, all adjustments of a normal recurring nature necessary for a fair presentation of the financial position, results of operations and cash flows for the periods presented have been made. The consolidated results of operations for the interim periods presented are not necessarily indicative of the results to be expected for the year ending December 31, 2019.

 

The consolidated balance sheet and certain comparative information as of December 31, 2019 are derived from the audited consolidated financial statements and related notes as of December 31, 2019, included in the Company’s 2019 Annual Report on Form 10-K. These unaudited interim consolidated financial statements should be read in conjunction with the annual consolidated financial statements and the accompanying notes contained in our Annual Report on Form 10-K for the year ended December 31, 2019.

 

Reclassification

 

Certain prior period amounts have been reclassified to conform to the current period presentation and had no effect on previously reported consolidated net income (loss) or accumulated deficit.

 

 

Alleviation of Going Concern Uncertainty

 

At the time it issued its consolidated financial statements for the year ended December 31, 2019, the Company evaluated relevant conditions and events including its accumulated deficit and insufficient highly liquid assets, and determined that these factors raised substantial doubt about its ability to continue as a going concern. In preparing its consolidated financial statements for the three months ended March 31, 2020, the Company evaluated the relevant conditions and determined that the substantial doubt about the Company’s ability to continue as a going concern no longer existed. Factors that alleviated the Company’s substantial doubt about its ability to continue as a going concern include its ability to generate positive cash flow from operations in the three months ended March 31, 2020, and that in June 2020, the Company received approximately $7,061,349 (RMB 50,000,000) as a repayment of loans made to a major shareholder and the return of prepayments to related parties (see note 12). As a result of the foregoing, the Company believes it will be able to meet its obligations as they become due within one year after the date that these consolidated financial statements are issued. These factors have resolved the conditions and events that raised substantial doubt about the entity’s ability to continue as a going concern.

 

Covid – 19

 

On March 11, 2020, the World Health Organization announced that infections caused by the coronavirus disease of 2019 (“COVID-19”) had become pandemic. The Government of China has adopted various regulations and orders, including mandatory quarantines, limits on the number of people that may gather in one location, closing non-essential businesses and travel bans to limit the spread of the disease. Many of these measures have been relaxed due to the decrease in the prevalence of Covid-19 in China. To date, the ongoing operations of the Company have not been materially adversely effected by the measures taken to limit the spread of the disease in China, though such measures have impacted its ability to timely complete its closing procedures and report the results of its operations.

 

The measures adopted by the national government of China and local agencies, as well as the likelihood that many individuals and businesses will voluntarily shut down or self-quarantine, have and are expected to continue to have serious adverse impacts on the economy of China. The likely overall economic impact of the COVID-19 pandemic will be highly negative to the world’s economy.

 

Financial impacts related to COVID-19, including the Company’s actions and costs incurred in response to the pandemic, were not material to the Company’s first quarter 2020 financial position, results of operations or cash flows. The Company has implemented procedures to promote employee and customer safety. These measures will not have a significant increase in its operating costs. In addition, the Company cannot predict with certainty what measures may be taken by its suppliers and customers and the impact these measures may have on its 2020 financial position, results of operations or cash flows.

 

While the Company continues to operate substantially in the normal course, it cannot forecast with any certainty whether and to what degree the disruptions caused by the COVID-19 pandemic will increase, or the extent to which the disruption may materially impact its consolidated financial position, consolidated results of operations, and consolidated cash flows in fiscal 2020.

 

Use of Estimates

 

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

 

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

 

 

Change in Accounting Estimate

 

Based on the recent approval of small business taxpayer status and receipt of a certificate of no tax due from the local tax department in March 2020, the Company determined that accrued tax payables for value-added taxes, city construction tax and education tax (collectively “Other Taxes”) for the period from January 2014 to April 2016 based on the applicable tax rates for general business taxpayers should be adjusted for a change in accounting estimate.

 

During the period from January 2014 to April 2016, the Company determined that it did not meet requirements of a general business taxpayer other than the revenue amount level for Other Taxes filing purpose, and therefore, the Company filed and paid Other Taxes in accordance with the applicable standards for a small business taxpayer for the period. However, based on the principle of prudence, the Company accrued additional Other Taxes payable using the applicable standards for general business taxpayers for the same period until the Company’s tax filing status was settled and resolved.

 

In March 2020, the local tax department approved the Company’s small business taxpayer status for the period from January 2014 to April 2016, and provided a certificate of no tax due to the Company. As a result, the Company reversed previously accrued Other Taxes payable for the period and accounted for the reversal as a change in accounting estimate. The effect of this change reduced tax payable by $1,168,377, increased non-operating income by $1,168,377, and increased basic and diluted earnings per share by $0.004 as of and for the year ended December 31, 2019.

 

Cash and Cash Equivalents

 

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

 

Accounts Receivable

 

The Company’s policy is to maintain an allowance for potential credit losses on accounts receivable. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy of these reserves. As of March 31, 2020 and December 31, 2019, the bad debt allowance was $135,925 and $125,690, respectively.

 

Inventory

 

Inventory mainly consists of health supplement products. Inventory is valued at the lower of average cost or market, cost being determined on a moving weighted average method at the end of the month. Management compares the cost of inventories with the net realizable value and an allowance is made for writing down inventories to market value, if lower. The Company recorded no inventory impairment for the quarters ended March 31, 2020 and 2019.

 

In July 2015, the FASB issued Accounting Standards Update (“ASU”) 2015-11, “Inventory (Topic 330) - Simplifying the Measurement of Inventory,” which requires that inventory within the scope of the guidance be measured at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation.

 

Property and Equipment

 

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

 

Building	20 years
Office furniture	5 years
Electronic Equipment	3 years
Vehicles	5 years

 

 

Impairment of Long-Lived Assets

 

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

 

Recoverability of long-lived assets to be held and used is measured by comparing the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by it. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds its fair value. Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable. Based on its review, the Company believes that, as of March 31, 2020 and December 31, 2019, there were no significant impairments of its long-lived assets.

 

Income Taxes

 

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

 

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

 

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

 

At March 31, 2020 and December 31, 2019, the Company did not take any uncertain positions that would necessitate recording a tax related liability.

 

Revenue Recognition

 

ASU No. 2014-09, Revenue from Contracts with Customers (“Topic 606”), became effective for the Company at January 1, 2018. The Company’s revenue recognition disclosure reflects its updated accounting policies that are affected by this new standard. The Company applied the “modified retrospective” transition method for open contracts for the implementation of Topic 606. As revenues are and have been primarily from the delivery of health supplements and the performance of related advertising services, and the Company has no significant post-delivery obligations, this did not result in a material recognition of revenue on the Company’s accompanying consolidated financial statements for the cumulative impact of applying this new standard. The Company made no adjustments to its previously-reported total revenues, as those periods continue to be presented in accordance with its historical accounting practices under Topic 605, Revenue Recognition.

 

 

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

 

●

executed contract(s) with customers that the Company believes is legally enforceable;

 

●

identification of performance obligation in the respective contract;

 

●

determination of the transaction price for each performance obligation in the respective contract;

 

●

allocation of the transaction price to each performance obligation; and

 

●

recognition of revenue only when the Company satisfies each performance obligation.

 

These five elements, as applied to each of the Company’s revenue categories, is summarized below:

 

	●	Revenue from sale of goods is recognized when goods are shipped to the customer and no other obligation exits. The Company does not provide unconditional return or other concessions to the customer. The Company’s sales policy allows for the return of unopened products for cash after deducting certain service and transaction fees. As an alternative to the product return option, the customers have options of asking for an exchange for products with the same value.
	●	As part of the Company’s sales incentive program, the Company occasionally provides free travel to its customers whose prepayments to purchase the Company’s products reaches a certain amount. There are different travel incentives offered to customers based on the amount received from each customer. The Company records the to-be-provided free travel cost when cash is collected from customers as a debit deferred travel cost with corresponding credit to accrued travel cost. Once the customer utilizes the travel incentive, the cost of travel is recorded as selling expenses and reduces deferred travel cost.

 

Sales revenue represents the invoiced value of goods, net of value-added taxes (“VAT”). All of the Company’s products sold in China are subject to the PRC VAT of 17% of the gross sales price prior to May 1, 2018, 16% since May 1, 2018 and 13% since April 1, 2019. This VAT may be offset by VAT paid by the Company on raw materials and other materials purchased in China. The Company records VAT payable and VAT receivable net of payments in the financial statements. The VAT tax return is filed offsetting the payables against the receivables. Sales and purchases are recorded net of VAT collected and paid as the Company acts as an agent for the government.

 

Advertising Revenue

 

During the quarter ended March 31, 2020, the Company provided advertising services to third-party customers. Advertising contracts are signed to establish the price and advertising services to be provided. Pursuant to the advertising contracts, the Company provides advertising and marketing services to its clients through exhibition events, conferences, and person-to-person marketing. The Company performs a credit assessment of the customer to assess the collectability of the contract price prior to entering into contracts.

 

Most of the advertisement contracts required that the Company perform advertising services to its clients through exhibition events, conferences, and person-to-person marketing during the contracted period, regardless of the type or number of such events. As such, the Company determined that the performance obligation is satisfied over time during the contracted period and revenue is recognized accordingly. Such advertising revenue amounted to $543,440 for the quarter ended March 31, 2020.

 

A smaller proportion of the Company’s advertising revenue is generated from services to its clients through exhibition events, conferences, and person-to-person marketing, and charges based on the number of promotional products sold. Such advertising revenue amounted to $6,489 for the quarter ended March 31, 2020.

 

 

Cost of Goods Sold

 

Cost of goods sold consists primarily of the cost of inventory purchases. Reserve for inventory allowance due to lower of cost or market is also recorded in cost of goods sold.

 

Concentration of Credit Risk

 

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

 

The Company has cash on hand and demand deposits in accounts maintained with state-owned banks within the PRC. Cash in state-owned banks is covered by insurance up to RMB 500,000 ($72,500) per bank. The Company has not experienced any losses in such accounts and believes they are not exposed to any risks on their cash in these bank accounts.

 

Leases

 

The Company adopted FASB Accounting Standards Codification, Topic 842, Leases (“ASC 842”) using the modified retrospective approach, electing the practical expedient that allows the Company not to restate its comparative periods prior to the adoption of the standard on January 1, 2019. As such, the disclosures required under ASC 842 are not presented for periods before the date of adoption. For the comparative periods prior to adoption, the Company presented the disclosures which were required under ASC 840.

 

The Company applied the following practical expedients in the transition to the new standard allowed under ASC 842:

 

Practical Expedient		Description
Reassessment of expired or existing contracts		The Company elected not to reassess, at the application date, whether any expired or existing contracts contained leases, the lease classification for any expired or existing leases, and the accounting for initial direct costs for any existing leases.
Use of hindsight		The Company elected to use hindsight in determining the lease term (that is, when considering options to extend or terminate the lease and to purchase the underlying asset) and in assessing impairment of right-to-use assets.
Reassessment of existing or expired land easements		The Company elected not to evaluate existing or expired land easements that were not previously accounted for as leases under ASC 840, as allowed under the transition practical expedient. Going forward, new or modified land easements will be evaluated under ASU No. 2016-02.
Separation of lease and non-lease components		Lease agreements that contain both lease and non-lease components are generally accounted for separately.
Short-term lease recognition exemption		The Company also elected the short-term lease recognition exemption and will not recognize ROU assets or lease liabilities for leases with a term less than 12 months.

 

The new leasing standard requires recognition of leases on the consolidated balance sheets as right-of-use (“ROU”) assets and lease liabilities. ROU assets represent the Company’s right to use underlying assets for the lease terms and lease liabilities represent the Company’s obligation to make lease payments arising from the leases. Operating lease ROU assets and operating lease liabilities are recognized based on the present value and future minimum lease payments over the lease term at commencement date. The Company’s future minimum based payments used to determine the Company’s lease liabilities mainly include minimum based rent payments. As most of the Company’s leases do not provide an implicit rate, the Company uses its estimated incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments.

 

The adoption of ASC 842 had no substantial impact on the Company’s consolidated balance sheets. The most significant impact was the recognition of the operating lease right-of-use assets and the liability for operating leases. Accordingly, adoption of this standard resulted in the recognition of operating lease right-of-use assets of $42,835 and operating lease liabilities of $42,835 on the consolidated balance sheet as of January 1, 2019. The adoption of ASC 842 did not result in a cumulative-effect adjustment to the opening balance of retained earnings (accumulated deficit).

 

 

In addition, the adoption of the standard did not have a material impact on the Company’s results of operations or cash flows. Operating lease cost is recognized as a single lease cost on a straight-line basis over the lease term and is recorded in selling, general and administrative expenses. Variable lease payments for common area maintenance, property taxes and other operating expenses are recognized as expense in the period when the changes in facts and circumstances on which the variable lease payments are based occur.

 

Statement of Cash Flows

 

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

 

Fair Value of Financial Instruments

 

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

 

Fair Value Measurements and Disclosures

 

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

 

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

 

As of March 31, 2020 and December 31, 2019, the Company did not identify any assets and liabilities that are required to be presented on the consolidated balance sheets at fair value.

 

Foreign Currency Translation and Comprehensive Income (Loss)

 

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

 

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

 

 

The Company uses FASB ASC Topic 220, “Comprehensive Income”. Comprehensive loss is comprised of net loss and all changes to the statements of stockholders’ equity, except those due to investments by stockholders, changes in paid-in capital and distributions to stockholders. Comprehensive income (loss) for the first quarter of 2020 and 2019 consisted of net income (loss) and foreign currency translation adjustments.

 

Earnings per Share

 

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

 

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

 

As of March 31, 2020 and 2019, the Company did not have any potentially dilutive instruments.

 

Stock-Based Compensation

 

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

 

Segment Reporting

 

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

 

Management determined the Company’s operations constitute a single reportable segment in accordance with ASC 280. The Company operates exclusively in one business and industry segment: sale of health supplement products.

 

New Accounting Pronouncements

 

In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes, as part of its initiative to reduce complexity in accounting standards. The amendments in the ASU are effective for fiscal years beginning after December 15, 2020, including interim periods therein. Early adoption of the standard is permitted, including adoption in interim or annual periods for which financial statements have not yet been issued. The Company is currently evaluating the effect, if any, that the ASU will have on its consolidated financial statements.

 

 

3. ADVANCES TO SUPPLIERS

 

The Company had advances to suppliers of $275,079 and $281,268 as of March 31, 2020 and December 31, 2019, respectively. Advances to suppliers primarily include prepayments for products expected to be delivered subsequent to balance sheet dates.

 

4. DEFERRED COMMISSION

 

The Company paid commissions to its salesmen based on cash collected from sales. The Company calculated and paid commissions based on a certain proportion of monthly cash receipts from sales; however, the customers sometimes delay taking delivery of products after advances were made to the Company, which advances are recorded as unearned revenue. Accordingly, the Company only recognizes commission expenses as the related revenue is recognized. Commission expenses are recorded as selling expenses. During the year ended December 31, 2019, the Company returned advances received from its customers. As such, the related deferred commission was expensed in full as no future revenue would be recognized.

 

5. DEFERRED TRAVEL COST

 

As part of the Company’s sales incentive program, the Company occasionally provided free travel to its customers whose prepayments to purchase the Company’s products reached a certain amount. There are different travel incentives offered to customers based on the amount received from each customer. The Company recorded the to-be-provided free travel cost when cash is collected from customers as deferred travel cost with a corresponding account of accrued travel cost, and recorded it as a selling expense once the prepayment from customers was recognized as revenue. During the year ended December 31, 2019, the Company returned advances received from its customers. As such, the related deferred travel cost was expensed in full as no future revenue would be recognized.

 

6. INVENTORY

 

Inventory consisted of the following at March 31, 2020 and December 31, 2019:

 

		March 31, 2020				December 31, 2019
Finished goods – health supplements		$	32,832			$	49,487

 

 

7. PROPERTY AND EQUIPMENT, NET

 

Property and equipment consisted of the following at March 31, 2020 and December 31, 2019:

 

		March 31, 2020				December 31, 2019
Vehicle		$	263,832			$	268,342
Office furniture			44,660				45,423
Electronic equipment			13,686				13,920
Total			322,178				327,685
Less: Accumulated depreciation			(231,844	)			(223,176	)
Property and equipment, net		$	90,334			$	104,509

 

Depreciation expense for the quarters ended March 31, 2020 and 2019 was $12,602 and $40,578, respectively.

 

8. TAXES PAYABLE

 

Taxes payable consisted of the following at March 31, 2020 and December 31, 2019:

 

		March 31, 2020				December 31, 2019
Value-added		$	15,693			$	49,502
Income			30,853				31,380
City construction			1,246				3,615
Education			937				2,629
Other			9,746				10,252
Taxes payable		$	58,475			$	97,378

 

See Note 2 for the change in accounting estimate of taxes payable at December 31, 2019.

 

9. ACCRUED LIABILITIES AND OTHER PAYABLES

 

Accrued liabilities and other payables consisted of the following at March 31, 2020 and December 31, 2019:

 

		March 31, 2020				December 31, 2019
Accrued employees’ social insurance		$	353,382			$	357,378
Accrued professional fees			130,891				162,000
Accrued payroll and commission			119,964				89,748
Other payables			32,561				38,178
Total		$	636,798			$	647,304

 

10. LEASE

 

On September 12, 2018, the Company entered into a contract to sell its rights to a portion of a building with a buyer (the “Buyer”), at which time the Buyer paid RMB 100,000 ($14,898) to a shareholder of the Company as a down payment. The contract stipulated the remaining RMB 8,900,000 ($1,325,964) should be paid by the Buyer on or before September 30, 2018 and before the Company would be required to go to the relevant authority to effectuate the transfer of its property rights. The Buyer failed to make the payment on or prior to September 30, 2018, a default under the contract which gave the Company the right to terminate the contract. In October 2018, the Buyer delivered to the shareholder an additional RMB 7 million ($1.0 million). On March 25, 2019, the parties entered into a supplemental agreement which provided that the Company would transfer the property rights to Buyer if it agreed the Company would get the benefit of the RMB 7,000,000 ($1,042,893) and otherwise pay the remaining balance of RMB 1,200,000 ($178,782) on or prior to March 31, 2019. The RMB 1,200,000 ($178,782) was paid directly to the shareholder on a timely basis and the Company was given the benefit of the RMB 8,900,000 ($1,325,964) delivered to the Shareholder. The cost and accumulated depreciation of the building was $1,739,228 and $364,834, respectively. The Company recorded a loss on sale of $33,345 during the quarter ended March 31, 2019. $1,340,862 of the proceeds from the sale was collected by the principal shareholder which was offset against amounts due to the shareholder.

 

 

Concurrent with the completion of this sale, the Company entered into an agreement to lease a portion of the building back from the Buyer over a lease term of 2 years. The Company accounted for this lease as an operating lease right-of-use asset and a corresponding operating lease liability in accordance with the Lease Standard. As a result, $207,049 (RMB 1,389,731) was recorded as operating lease right-of-use asset and lease liability on March 31, 2019 when the lease commenced based on a 4.75% discount factor.

 

The Company also has operating leases for other sales locations under various operating lease arrangements. The leases have remaining lease terms of six months to 4 years.

 

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

 

		March 31, 2020				December 31, 2019
Operating Leases
Operating lease right-of-use assets		$	173,726			$	213,897
Operating lease liabilities - current			143,231				146,370
Operating lease liability – non-current			30,495				67,526
Total operating lease liabilities		$	173,726			$	213,896

 

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

 

		Three Months Ended March 31,
		2020				2019
Operating lease expenses		$	39,541			$	-

 

Other information related to leases is presented below:

 

		Three Months Ended March 31,
		2020				2019
Cash Paid For Amounts Included In Measurement of Liabilities:
Operating cash flows from operating leases		$	39,541			$	-

 

		March 31, 2020				December 31, 2019
Weighted Average Remaining Lease Term:
Operating leases			1.62 years				1.87 years
Weighted Average Discount Rate:
Operating leases			4.75	%			4.75	%

 

Maturities of lease liabilities were as follows:

 

For the year ending December 31:
2020 (excluding the three months ended March 31, 2020)		$	111,969
2021			57,957
2022			7,244
2023			2,801
Total lease payments			179,971
Less: imputed interest			(6,245	)
Total lease liabilities			173,726
Less: current portion			(143,231	)
Lease liabilities – non-current portion		$	30,495

 

 

11. UNEARNED REVENUE

 

As of March 31, 2020 and December 31, 2019, the Company had unearned revenue of $26,271 and $0, respectively. The unearned revenue was advances received from customers for the Company’s products and services.

 

12. RELATED PARTY TRANSACTIONS

 

Prepayments for acquisition

 

As of March 31, 2020, the Company had advances to multiple related parties in the aggregate amount of $3,982,750, including balances of $684,683 to Aixin Pharmacy Co., Ltd, Xinjin Branch, $840,611 to Aixin Liucheng Pharmacy Co., Ltd, $642,690 to Aixin Pharmacy Co., Ltd. Jianyang Store, $70,613 to Aixin Shangyan Hotel Management Co., Ltd. , and $1,744,153 to Aixin Pharmacy Co., Ltd. All of those related parties are entities controlled by Mr. Quanzhong Lin. The advances made were for the future acquisition of these related parties.

 

As of December 31, 2019, the Company had advances to multiple related parties in the aggregate amount of $4,053,587, including balances of $697,699 to Aixin Pharmacy Co., Ltd, Xinjin Branch, $855,324 to Aixin Liucheng Pharmacy Co., Ltd, $654,776 to Aixin Pharmacy Co., Ltd. Jianyang Store, $71,821 to Aixin Shangyan Hotel Management Co., Ltd. , and $1,773,967 to Aixin Pharmacy Co., Ltd. All of those related parties are entities controlled by Mr. Quanzhong Lin. The advances made were for the future acquisition of these related parties.

 

In June 2020, these prepayments were returned to the Company in full amount.

 

Advance to a Shareholder

 

At March 31, 2020 and December 31, 2019, the Company had advances to a major shareholder of $1,624,335 and $1,284,950, respectively. In June 2020, the shareholder repaid the advances in full amount.

 

Office lease from a Major Shareholder

 

In May 2014, the Company entered a lease with its major shareholder for office use; the lease term was three years until May 2017 with an option to renew. The monthly rent was RMB 5,000 ($721), the Company was required to prepay each year’s annual rent at the 15th of May of each year. The Company renewed the lease in May 2017 for another three years until May 28, 2020 with monthly rents of RMB 5,000 ($721), payable quarterly. The future annual minimum lease payment at March 31, 2020 is $1,412 for the year ending March 31, 2021. As of the date that these consolidated financial statements are issued, the Company is in the process of renewing the lease with the major shareholder.

 

13. INCOME TAXES

 

The Company was incorporated in the United States of America (“USA”) and has operations in one tax jurisdiction, i.e. the PRC. The Company generated substantially all of its revenues from its operations in the PRC for the quarters ended March 31, 2020 and 2019, and recorded income tax provision for the periods.

 

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

 

Uncertain Tax Positions

 

Interest associated with unrecognized tax benefits are classified as income tax, and penalties are classified in selling, general and administrative expenses in the statements of operations. For the three months ended March 31, 2020 and 2019, the Company had no unrecognized tax benefits and related interest and penalties expenses. Currently, the Company is not subject to examination by major tax jurisdictions.

 

 

14. SHAREHOLDERS’ EQUITY (DEFICIT)

 

The Company is authorized to issue 20,000,000 shares of blank check preferred stock at $0.001 par value and 950,000,000 shares of common stock at $.00001 par value per share. At March 31, 2020 and December 31, 2019, the Company had 340,198,699 common shares issued and outstanding.

 

On June 8, 2020, a major shareholder of the Company transferred 140,198,699 shares back to the Company for cancellation. After the share cancellation, there were 200,000,000 common shares issued and outstanding.

 

During the three months ended March 31, 2019, the same major shareholder (see Note 12) contributed $313,966 to the Company with no common shares issued.

 

Stock Awards Issued for Services

 

On October 22, 2019, the Company granted and issued 150,000 shares to its employees and contractors under its 2019 Equity Incentive Plan. The stock awards were valued at $337,500 based on the closing price of $2.25 on the grant date.

 

On October 24, 2019, the Company granted and issued 2,200,000 shares to its employees and contractors under its 2019 Equity Incentive Plan. The stock awards were valued at $1,520,200 based on the closing price of $0.691 on the grant date.

 

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

 

For the quarters ended March 31, 2020 and 2019, stock-based compensation expenses were $92,885 and $0, respectively. As of March 31, 2020, unrecognized compensation expenses related to these stock awards are $1,694,402. These expenses are expected to be recognized over 4 years.

 

15. STATUTORY RESERVES

 

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

 

Surplus reserve fund

 

The Company is now required to transfer 10% of its net income, as determined under PRC accounting rules and regulations, to a statutory surplus reserve fund until such reserve balance reaches 50% of the Company’s registered capital.

 

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

 

Common welfare fund

 

Common welfare fund is a voluntary fund to which the Company can elect to transfer 5% to 10% of its net income, as determined under PRC accounting rules and regulations. The Company did not make any contribution to this fund during the quarters ended March 31, 2020 and 2019.

 

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

 

 

16. OPERATING CONTINGENCIES

 

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

 

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

 

The Company is, from time to time, involved in litigation incidental to the conduct of its business litigation regarding merchandise sold, including product litigation with respect to various employment matters, including litigation with present and former employees, wage and hour litigation and litigation regarding intellectual property rights.

 

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

 

17. SUBSEQUENT EVENT

 

Management has evaluated subsequent events through the date which the financial statements were available to be issued. All subsequent events requiring recognition as of March 31, 2020 have been incorporated into these financial statements and there are no subsequent events that require disclosure in accordance with FASB ASC Topic 855, “Subsequent Events.”

 

 

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

 

The following discussion of our financial condition and results of operations should be read in conjunction with the unaudited financial statements and the notes to those statements included elsewhere in this Form 10-Q and with the audited financial statements and the notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2019 (the “2019 Form 10-K”). This discussion contains forward-looking statements that involve risks and uncertainties. You should specifically consider the various risk factors identified in our 2019 Form 10-K, that could cause actual results to differ materially from those anticipated in these forward-looking statements.

 

Overview

 

We market and sell consumer products in China by offering premium-quality nutritional products. We sell the products through our sales offices, exhibition events we organize and sponsor, and person-to-person marketing. Beginning in 2019, we also began to provide advertising services to third-party clients which engaged us to help distribute their products. The advertising contracts with these clients required that we market their products for specified time periods through exhibition events, conferences, and person-to-person marketing, without specifying the type or number of events. Our business mainly focuses on proactively approaching our customers such as by hosting events for which clients attend. We believe is ideally suited to marketing our products and those of our clients for which we perform advertising services because sales of nutritional products are strengthened by ongoing personal contact and support, coaching and education of our customers as to how to achieve a healthy and active lifestyle.

 

We do not independently test products to determine efficacy. Rather we rely upon information we uncover through inquiries in the community and a review of scientific and other literature. Once we determine to offer a product and believe it will be purchased by our clients, we will purchase a bulk quantity, enabling us to acquire products at prices below those available to smaller distributors.

 

During 2017, the Chinese Government worked with the Industrial and Commercial Bureau, Food and Drug Administration, Quality and Technology Supervision Bureau and Policy Department to crackdown on false advertising, illegal marketing and the distribution of adulterated products. As a result of this initiative, companies in the industry generally had lower revenues and many distributors ceased doing business. This campaign resulted in a decrease in our sales for both 2017 and 2018. Our sales recovered somewhat in 2019, though we have yet to reach the revenue rate achieved in 2016. Although China has reopened most of its economy after a mandatory lockdown in response to Covid-19, our product sales have been negatively impacted by the measures taken in Chengdu to restrict the spread of the virus and we cannot predict with any certainty the volume of revenue we will generate in 2020.

 

In addition to our ongoing operations, we seek to acquire an interest in additional businesses through opportunities found by our management or presented by persons or firms which desire to take advantage of the perceived advantages of an Exchange Act registered corporation. We do not restrict our search to any specific business, industry, or geographical location and may participate in a business venture of virtually any kind or nature.

 

In response to the current Covid-19 pandemic, we have implemented the following strategies to cope with the situation.

 

1.	Import more products from U.S.A. and other countries to diversify the product line.
2.	Explore and strengthen our on-line sales capability.
3.	Seek more M&A business opportunities as some good companies are struggling through the Covid-19 pandemic.

 

It is the goal of our management, in particular, our Chairman, Quanzhong Lin to grow our business and to modify its capital structure in order to qualify for a listing on NASDAQ or the NYSE-American exchange. As part of this effort, we will continue to seek to acquire more businesses and to modify our capital structure as necessary to meet the requirements of the exchange to which we apply for a listing. As part of this effort. on June 8, 2020, Mr. Lin transferred 140,198,699 shares of our common stock to our Company for cancellation. After the share cancellation, there were 200,000,000 common shares issued and outstanding. Because this transfer occurred after the date of the financial statements that are included in this Report, it is not reflected therein.

 

Below is our corporate structure:

 

AiXin Life International, Inc. (a Colorado corporation)
100%
AiXin (BVI) International Group Co., Ltd (BVI)
100%
HK AiXin International Group Co., Limited (HK) (“AiXin HK”)
100%
Chengdu AixinZhonghong Biological Technology Co., Ltd (PRC) (“AiXinZhonghong”)

 

 

Results of Operations

 

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

 

		Three Months Ended March 31,
		2020								2019
		$				% of Revenue				$				% of Revenue
Revenue		$	611,163				100	%		$	90,479				100	%
Cost of goods sold			25,448				4	%			17,196				19	%
Gross profit			585,715				96	%			73,283				81	%
Operating expenses			337,481				55	%			351,732				389	%
Income (loss) from operations			248,234				41	%			(278,449	)			(308	)%
Non-operating income (expenses), net			(17	)			0	%			(32,901	)			(36	)%
Income tax expense			-				-	%			-				-	%
Net income (loss)		$	248,217				41	%		$	(311,350	)			(344	)%

 

Revenue

 

Revenue was $611,163 in the first quarter of 2020, compared to $90,479 in the same period of 2019, an increase of $520,684 or 575%. The increase in revenue was primarily due to the $549,929 in advertising revenue in the first quarter of 2020 compared to the same period of last year when we were not engaged in such activities, partly offset by the decrease of $29,245 or 32% in product sales. The decrease in product revenue was mainly due to the impact of the Covid-19 pandemic.

 

Cost of Goods Sold

 

Cost of goods sold was $25,448 in the first quarter of 2020, compared to $17,196 in the same period of 2019, an increase of $8,252 or 48%. The increase in our cost of goods sold is attributable to the fact that the products added to our product mix in response to the Covid-19 pandemic have lower profit margins than those we previously sold. The cost of goods sold as a percentage of revenues was 4% in the first quarter of 2020, compared to 19% in the same period of 2019 because the advertising and marketing services we provide do not require that we purchase products and thus have no cost of goods.

 

Gross Profit

 

Gross profit was $585,715 in the first quarter of 2020, compared to $73,283 in the same period of 2019, an increase of $512,432 or 699%. The increase in our gross profit was mainly due to the revenue from advertising services. Gross margin was 96% in the first quarter of 2020, compared to 81% in the same period of 2019 due to the contribution by advertising and marketing services.

 

Operating Expenses

 

Operating expenses were $337,481 and $351,732 for the first quarters of 2020 and 2019, respectively, a decrease of $14,251 or 4%. The decrease in operating expenses in the first quarter of 2020 was mainly due to a $43,922 decrease in selling expense and a $61,232 decrease in general and administrative expenses, partly offset by an increase in stock-based compensation expense of $92,885. The decrease in selling expense was mainly due to a decrease in selling personnel and a decrease in depreciation expense as a result of the building disposal in the first quarter of 2019. The decrease in general administration expense mainly resulted from a decrease in administrative personnel expenses, a decrease in depreciation expense as a result of the building disposal, and a decrease in public company related expenses, offset by an increase in bad debt expense.

 

 

Net Income (Loss)

 

Our net income for the first quarter of 2020 was $248,217 compared to a net loss of $311,350 in the same period of 2019, an increase in net income of $559,567. The increase in the first quarter of 2020 was mainly due to the higher revenues resulting in an increase in gross profit, the lower operating expenses, and a decrease in non-operating expenses.

 

Liquidity and Capital Resources

 

During 2017, 2018 and 2019 we depended upon advances from our major shareholder and capital raised in private placements to support our operations. During the first quarter of 2020 we generated $382,068 from operations. As of March 31, 2020, cash and cash equivalents were $23,817, compared to $9,833 as of December 31, 2019. At March 31, 2020, we had working capital of $5,079,127 compared to $4,815,092 at December 31, 2019. The improvement in our working capital over the first quarter was mainly due to the net income and positive cash flow generated from operations.

 

The following is a summary of cash provided by or used in each of the indicated types of activities during the quarters ended March 31, 2020 and 2019, respectively.

 

		March 31, 2020				March 31, 2019
Net cash provided by (used in) operating activities		$	382,068			$	(290,871	)
Net cash used in investing activities		$	-			$	-
Net cash provided by (used in) financing activities		$	(367,748	)		$	283,690

 

Net cash provided by (used in) operating activities

 

For the quarter ended March 31, 2020, net cash provided by operating activities was $382,068. This was primarily due to our net income of $248,217, adjusted by non-cash related expenses including depreciation of $12,602, provision for bad debt of $12,528, stock-based compensation of $92,885, and then increased by favorable changes in working capital of $15,836. The favorable changes in working capital mainly resulted from an increase in unearned revenue of $26,656, a decrease in inventory of $16,055, and a decrease in other receivables and prepaid expenses of $9,270, offset by an increase in taxes payable of $37,812.

 

For the three months ended March 31, 2019, net cash used in operating activities was $290,871. This was primarily due to a net loss of $311,350, adjusted by non-cash related expenses including depreciation of $40,578, provision for bad debt of $14,510, loss from sale of building of $33,345, deferred commission of $14,366, and deferred travel cost of $9,446, then decreased by unfavorable changes in working capital of $91,766. The unfavorable changes in working capital mainly resulted from a decrease in unearned revenue of $89,498, an increase in accounts receivable of $26,105 and a decrease in taxes payable of $11,966, offset by an increase in accrued liabilities and other payables of $18,280, and a decrease in other receivables and prepaid expenses of $10,977.

 

Net cash provided by (used in) financing activities

 

For the quarter ended March 31, 2020, net cash used in financing activities was a net of $367,748 in advances to a major shareholder.

 

For the three months ended March 31, 2019, net cash provided by financing activities was $283,690 which was due to an increase in paid in capital of $313,966, which was a capital contribution from the principal shareholder, offset by repayment of an advance from a shareholder of $30,276.

 

 

Recent Private Placement

 

To supplement our cash, in August and October 2019, we completed sales of 50,000,000 shares of our common stock for gross proceeds of $5,000,000 in private offerings exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Regulation S. The sales were made in off-shore transactions and none of the purchasers were U.S. Persons (as defined in Rule 902(k) of Regulation S). We did not pay any commissions in connection with the sale of the shares.

 

Impact of Inflation

 

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

 

Contractual Obligations

 

We have no long-term fixed contractual obligations or commitments.

 

Off-Balance Sheet Arrangements

 

We have not entered into any financial guarantees or other commitments to guarantee the obligations of any third parties. We have not entered into any derivative contracts that are indexed to our shares and classified as shareholder’s equity or that are not reflected in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in any uncombined entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or research and development services with us.

 

Contingencies

 

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

 

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

 

Significant Accounting Policies

 

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

 

Basis of Presentation

 

The accompanying financial statements are prepared in conformity with U.S. Generally Accepted Accounting Principles (“US GAAP”). The functional currency of Aixin is Chinese Renminbi (‘‘RMB’’). The accompanying financial statements are translated from RMB and presented in U.S. dollars (“USD”).

 

 

Alleviation of Going Concern Uncertainty

 

At the time we issued our consolidated financial statements for the year ended December 31, 2019, we evaluated relevant conditions and events including our accumulated deficit and insufficient highly liquid assets, and determined that these factors raised substantial doubt about our ability to continue as a going concern. In preparing our consolidated financial statements for the three months ended March 31, 2020, we evaluated the relevant conditions and determined that substantial doubt about our ability to continue as a going concern no longer existed. Factors that alleviated the substantial doubt about our ability to continue as a going concern include our ability to generate positive cash flow from operations in the three months ended March 31, 2020, and that in June 2020, we received approximately $7,061,349 (RMB 50,000,000) as a repayment of loans made to our major shareholder and the return of prepayments to related parties. As a result of the foregoing, we believe we will be able to meet our obligations as they become due within one year after the date that our consolidated financial statements included in this Report are issued. These factors have resolved the conditions and events that raised substantial doubt about our ability to continue as a going concern.

 

Covid – 19

 

On March 11, 2020, the World Health Organization announced that infections caused by the coronavirus disease of 2019 (“COVID-19”) had become pandemic. The Government of China has adopted various regulations and orders, including mandatory quarantines, limits on the number of people that may gather in one location, closing non-essential businesses and travel bans to limit the spread of the disease. Many of these measures have been relaxed due to the decrease in the prevalence of Covid-19 in China. To date, our ongoing operations have not been materially adversely effected by the measures taken to limit the spread of the disease in China, though such measures have impacted our product sales and our ability to timely complete our closing procedures and report our results of operations.

 

The measures adopted by the national government of China and local agencies, as well as the likelihood that many individuals and businesses will voluntarily shut down or self-quarantine, have and are expected to continue to have serious adverse impacts on the economy of China. The likely overall economic impact of the COVID-19 pandemic will be highly negative to the world’s economy.

 

Financial impacts related to COVID-19, including actions taken by us and costs incurred in response to the pandemic, were not material to our first quarter 2020 financial position, results of operations or cash flows, though they did adversely impact our product sales. We have implemented procedures to promote employee and customer safety. These measures will not have a significant increase in our operating costs. In addition, we cannot predict with certainty what measures may be taken by our suppliers and customers and the impact these measures may have on our 2020 financial position, results of operations or cash flows.

 

While we continue to operate substantially in the normal course, we cannot forecast with any certainty whether and to what degree the disruptions caused by the COVID-19 pandemic will increase, or the extent to which the disruption may materially impact our consolidated financial position, consolidated results of operations, and consolidated cash flows in fiscal 2020.

 

Use of Estimates

 

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

 

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

 

Accounts Receivable

 

We maintain an allowance for potential credit losses on accounts receivable. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy of these reserves. During the quarters ended March 31, 2020 and 2019, bad debt expense was $12,528 and $14,510, respectively. As of March 31, 2020 and December 31, 2019, the bad debt allowance was $135,925 and $125,690, respectively.

 

 

Revenue Recognition

 

ASU No. 2014-09, Revenue from Contracts with Customers (“Topic 606”), became effective for the Company on January 1, 2018. The Company’s revenue recognition disclosure reflects its updated accounting policies that are affected by this new standard. As sales are and have been primarily from nutritional supplements and the Company has no significant post-delivery obligations, this did not result in a material recognition of revenue on our accompanying CFS for the cumulative impact of applying this new standard. We made no adjustments to our previously reported total revenues, as those periods continue to be presented in accordance with our historical accounting practices under Topic 605, Revenue Recognition.

 

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

 

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

 

These five elements, as applied to each of our revenue categories, is summarized below:

 

	●	Revenue from sale of goods is recognized when goods are shipped to the customer and no other obligation exits. We do not provide unconditional return or other concessions to our customers. Our sales policy allows for the return of unopened products for cash after deducting certain service and transaction fees. As alternatives for the product return option, the customers have options of asking an exchange of the products with same value.
		As part of our sales incentive program, we occasionally provide free travel to customers whose prepayment to purchase products reaches to certain amounts. There are different travel incentives offered to the customers based on amount received from each customer. We record the to-be-provided free travel cost when cash is collected from customers as a debit to deferred travel cost with a corresponding credit to accrued travel cost. Once the customer utilizes the travel incentive, the cost of travel is recorded as a reduction of sales.

 

Sales revenue represents the invoiced value of goods, net of value-added taxes (“VAT”). All of our products sold in China are subject to the PRC VAT of 17% of the gross sales price prior to May 1, 2018, 16% since May 1, 2018. This VAT may be offset by VAT paid by us on raw materials and other materials purchased in China. We record VAT payable and VAT receivable net of payments in our financial statements. The VAT tax return is filed offsetting the payables against the receivables. Sales and purchases are recorded net of VAT collected and paid as we act as an agent for the government.

 

Commencing in the third quarter of 2019, we generated revenue by providing advertising services. Advertising contracts are signed to establish the price and advertising services to be provided. Pursuant to the advertising contracts, we provide advertising and marketing service through exhibition events, conferences, and person-to-person marketing. We perform a credit assessment of the customer to assess the collectability of the contract price prior to entering into contracts. The advertisement contracts require us to perform advertising services through exhibition events, conferences, and person-to-person marketing during the contracted period but, generally do not specify the type or number of events to be held. As such, we estimate that the performance obligation is satisfied over time during the contracted period and revenue is recognized accordingly

 

 

Foreign Currency Translation and Comprehensive Income (Loss)

 

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

 

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

 

We use FASB ASC Topic 220, “Comprehensive Income”. Comprehensive income (loss) is comprised of net income (loss) and all changes to the statements of stockholders’ equity, except those due to investments by stockholders, changes in paid-in capital and distributions to stockholders. Comprehensive loss for the first quarter of 2020 and 2019 consisted of net loss and foreign currency translation adjustments.

 

New Accounting Pronouncements

 

In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes, as part of its initiative to reduce complexity in accounting standards. The amendments in the ASU are effective for fiscal years beginning after December 15, 2020, including interim periods therein. Early adoption of the standard is permitted, including adoption in interim or annual periods for which financial statements have not yet been issued. The Company is currently evaluating the effect, if any, that the ASU will have on its consolidated financial statements.

 

 

Item 4. Controls and Procedures.

 

Disclosure Controls and Procedures

 

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

 

At March 31, 2020, an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13(a)-15(e) and 15(d)-15(e) of the Exchange Act was carried out under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer. Based on their evaluation of our disclosure controls and procedures, they concluded that at March 31, 2020, such disclosure controls and procedures were not effective. This was due to our limited resources, including the absence of a financial staff with accounting and financial expertise and deficiencies in the design or operation of our internal control over financial reporting that adversely affected our disclosure controls and that may be considered to be “material weaknesses.”

 

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

 

Changes in Internal Control over Financial Reporting

 

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

 

 

PART II – OTHER INFORMATION

 

Item 1. Legal Proceedings

 

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

 

Item 1A. Risk Factors

 

Reference is made to the risks and uncertainties disclosed in Item 1A (“Risk Factors”) of our 2019 Form 10-K, which are incorporated by reference into this report. Prospective investors are encouraged to consider the risks described in the 2019 Form 10-K, Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in this report and other information publicly disclosed or contained in documents we file with the Securities and Exchange Commission before purchasing our securities.

 

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

 

During the quarter ended March 31, 2020, we did not have any sales of equity securities in transactions that were not registered under the Securities Act of 1933, as amended, that have not been previously reported in a report filed pursuant to the Exchange Act.

 

Item 3. Defaults Upon Senior Securities

 

None.

 

Item 5. Other Information

 

None

 

Item 6. Exhibits

 

Exhibit No.		Description
2.1		Share Exchange Agreement, dated as of December 12, 2017, among the Company, AiXin BVI, AiXin HK, AiXinZhonghong and the stockholders of AixinZhonghong (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on December 14, 2017).
3.1		Articles of Incorporation (incorporated by reference to the Company’s Annual Report on Form 10-KSB for the fiscal year ended May 31, 2006 as filed with the SEC on March 7, 2007).
3.2		Articles of Amendment to Articles of Incorporation (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on June 3, 2008).
3.3		Articles of Amendment to Articles of Incorporation (incorporated by reference to Exhibit 3.3 the Company’s Quarterly Report on Form 10-Q for the quarterly period ended November 30, 2017 as filed with the SEC on January 16, 2019).
3.4		Bylaws of the Registrant (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on June 3, 2008).
31.1		Certification of Chief Executive Officer pursuant to Rule 13a-14 or Rule 15d-14 of Securities Exchange Act of 1934.
31.2		Certification of Chief Financial Officer pursuant to Rule 13a-14 or Rule 15d-14 of Securities Exchange Act of 1934.
32.1		Certification of Chief Executive Officer pursuant to Section 906 of Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350).
32.2		Certification of Chief Financial Officer pursuant to Section 906 of Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350).
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema
101.CAL		XBRL Taxonomy Extension Calculation
101.DEF		XBRL Taxonomy Extension Definition
101.LAB		XBRL Taxonomy Extension Label
101.PRE		XBRL Taxonomy Extension Presentation

 

 

SIGNATURES

 

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

 

	AIXIN LIFE INTERNATIONAL, INC.
Dated: June 26, 2020	By:	/s/ Quanzhong Lin
		Quanzhong Lin
		President and Chief Executive Officer
		(Principal Executive Officer)