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, 2021 (the "2021 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 2021 Form 10-K, that could cause actual results to differ
materially from those anticipated in these forward-looking statements.



Overview



We are focused on the consumer healthcare market in China. We market and sell
premium-quality healthcare, nutritional products and supplements. We also
provide advertising and marketing services to clients which engage us to
distribute their products. We offer our products and those of our clients
through our pharmacies and sales offices, and through exhibition events we
organize and sponsor, and person-to-person marketing. Our marketing business
mainly focuses on proactively approaching customers such as by hosting events
for clients, which we believe is ideally suited to marketing our products and
those of our clients for which we perform advertising services because sales of
healthcare, nutritional products and supplements are strengthened by ongoing
personal contact and support, coaching and education among the Company and our
clients towards how to achieve a healthy and active lifestyle.



In September 2021, we completed the acquisition of nine pharmacies located in
Chengdu by acquiring the entities which owned the pharmacies for an aggregate
purchase price of RMB 34,635,845, or approximately US$5.31 million.



In July 2021, we completed the acquisition of Aixin Shangyan Hotel. Shangyan
Hotel Company owns and operates a hotel located in the Jinniu District, Chengdu
City. The hotel covers more than 8,000 square meters and has a large restaurant
that can accommodate 600 people, 6 luxury dining rooms, a 200 square meter music
tea house, 13 private tea rooms, 108 guest rooms and other supporting
facilities. We acquired the hotel through an acquisition of the outstanding
equity of Aixin Shangyan Hotel for a purchase price of RMB 7,598,887, or
approximately $1.16 million.



In July 2022, we entered in an Equity Transfer Agreement (the "Transfer
Agreement") with Yunnan Sheng Shengyan Technology Co., Ltd. and Chen Yun
(collectively, the "Sellers"), the holders of all of the outstanding equity of
Yunnan Runcansheng Technology Co., Ltd ("Runcansheng"). Pursuant to the Transfer
Agreement, on September 30, 2022, we acquired all of the outstanding equity of
Runcansheng from the Sellers for RMB 31,557,820 (approximately USD$4.4 million),
reduced by $116,802 the excess of the estimated net worth of Runcangsheng over
its audited net worth as of December 31, 2021. In addition to transferring their
respective equity interest in Runcangsheng, both Sellers agree to forgive any
loans due to them from Runcangsheng (see Note 17).



Runcangsheng. was established in April, 2020, and is headquartered in Luquan Yi
and Miao Autonomous County, Kunming City, Yunnan Province. It is focused on
promoting a healthy lifestyle through the use of foods believed to promote
well-being, health foods, modernized versions of traditional Chinese medical
products and plant extracts. Runcangsheng cultivates many of the raw materials
used in its products, compounds the materials into easy to transport and use
pre-packaged foods and distributes the products at the wholesale level. As
life-styles in China evolve, work pressures increase and the ingestion of meats
and other western style foods increases, Runcangsheng seeks to design and market
products intended to combat the increase in obesity, hypertension, insomnia and
physical ailments associated with such changes. The acquisition of Runcangsheng
will enable us to operate as a vertically integrated company, capable of
formulating the kinds of health foods and other nutritional products and
supplements suitable for our clients and marketing those products through our
distribution channels.



28






In March 2020, the World Health Organization announced that infections caused by
the coronavirus disease of 2019 ("COVID-19") had become pandemic and national,
provincial and local authorities in China, including those whose jurisdictions
include Chengdu, where our offices, hotel and pharmacies are located, adopted
various regulations and orders, including "shelter in place" rules, restrictions
on travel, mandates on the number of people that may gather in one location and
closing non-essential businesses. Many of these measures have been relaxed from
time to time in various localities due to the decrease in the prevalence of
COVID-19. However, beginning in the second half of 2021 and continuing to date,
the number of COVID-19 cases has fluctuated and increased again in many cities
of China, including Sichuan Province, where we are located. As a result, the
authorities in Chengdu from time to time have reinstituted short-term lockdowns
and restrictions on travel and the number of people that could gather at any
location. During the three and nine months ended September 30, 2022, all of our
operations were materially adversely impacted by the measures and restrictions
taken to limit the spread of the disease in China and Sichuan Province. We
implemented procedures to promote employee and customer safety. These measures
will not significantly increase our operating costs. However, we cannot predict
with certainty what measures may be taken by the authorities in Chengdu, our
suppliers and customers and the impact these measures may have on our financial
results for 2022.



Our acquisitions of pharmacies, the hotel and Runcangsheng should serve to
offset the impact which the restrictions imposed in response to COVID-19 have
had on our traditional direct marketing business. Nevertheless, there is no
assurance that the acquisitions of these businesses will enable us to return to
profitable operations in the immediate future.



In addition to our ongoing operations, we seek to acquire interests 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.



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.



Results of Operations


Three Months ended September 30, 2022 and 2021





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 September 30,
                                                    2022                               2021
                                            $           % of Revenue           $          % of Revenue
Revenue                                $    672,786               100 %    $  812,910               100 %
Operating costs and expenses              1,206,690               179 %       906,419               112 %
Income (loss) from operations              (533,904 )             (79 )%      (93,509 )             (12 )%
Non-operating income (expenses), net     (3,839,929 )            (571 )%       21,499                 3 %
Income (loss) before income tax          (4,373,833 )            (650 )%      (72,010 )              (9 )%
Income tax expense (benefit)                   (322 )           (0.05 )%   

   74,094                 9 %
Net loss                               $ (4,373,511 )            (650 )%   $ (146,104 )             (18 )%




29






The following table shows our operations by business segment for the three
Months ended September 30, 2022 and 2021. As the acquisition of Runcangsheng was
consummated on September 30, 2022 (see Note 17), the revenues and operating
results of the manufacture and sale segment will be included in the financial
statements of the Company beginning on October 1, 2022.



                                        For the Three Months Ended September 30,
                                             2022                       2021
Net revenue
Advertising and products             $             338,327       $           509,861
Pharmacies                                         164,735                   139,947
Hotel                                              169,724                   163,102
Total revenues, net                  $             672,786       $           812,910

Operating costs and expenses
Advertising and products
Cost of goods sold                   $              90,391       $            38,461
Operating expenses                                 301,624                   267,331
Pharmacies
Cost of goods sold                                 124,992                    92,477
Operating expenses                                 144,164                   124,138
Hotel
Hotel operating costs                              404,322                   320,305
Operating expenses                                 141,197                    63,707

Total operating costs and expenses   $           1,206,690       $         

 906,419

Income (loss) from operations
Advertising and products             $             (53,688 )     $           204,069
Pharmacies                                        (104,421 )                 (76,668 )
Hotel                                             (375,795 )                (220,910 )
Income (loss) from operations        $            (533,904 )     $           (93,509 )




Revenue



Revenue was $672,786 in the three months ending September 30, 2022, compared to
$812,910 in the same period of 2021, a decrease of $140,124 or 17%. The decrease
in revenue was mainly due to decrease in advertising revenues as due to COVID-19
restrictions, we were not able to host the types of events at which we market
nutritional products, partly offset by the increase in revenues from our
pharmacies and hotel which we did not own until August 2021. For three months
ended of September 30, 2022, we had $0 advertising revenue and $503,062 product
revenues (of which $338,327 were from direct sales and $164,735 represented
sales at our pharmacies), and hotel revenue of $169,724. For three months ended
September 30, 2021, we had $445,215 of advertising revenue and $204,593 product
revenues (of which $64,646 were from direct sales and $139,947 represented sales
at our pharmacies), and hotel revenue of $163,102.



Operation Costs and Expenses





Cost of Goods Sold



Cost of goods sold was $215,383 for the three months ended September 30, 2022,
compared to $130,938 for the three months ended September 30, 2021, an increase
of $84,445 or 64%. The increase in our cost of goods sold is attributable to
increase in pharmacy product sales and product sales. The cost of goods sold for
our direct product sales as a percentage of sales was 27% in 2022, compared to
8% for 2021. The cost of goods sold for products sold through our pharmacies as
a percentage of pharmacy product sales was 76% in 2022, compared to 66% for

2021.



Hotel Operating Costs

Hotel operating costs were $404,322 for the three months ended September 30, 2022, compared to $320,305 for 2021.





Operating Expenses



Operating costs and expenses were $586,985 for the three months ended September
30, 2022, compared to $455,176 for the same period of 2021, an increase of
$131,809 or 29%. The increase in operating expenses was mainly due to the
inclusion of the operating expenses of our pharmacies and hotel, we completed
the acquisition of pharmacies and hotel in August 2021.



30





Income (Loss) from Operations





Loss from operations was $533,904 in the three months ended September 30, 2022,
compared to $93,509 in the same period of 2021, an increase of $440,395 or 471%.
The increase in our loss from operations for 2022 was primarily due to the
decrease of advertising revenue. All of our operations and in particular our
direct marketing activities were materially adversely impacted by travel and
work restrictions and limits on the number of people that might gather in one
place, imposed on a temporary basis in China and Chengdu to limit the spread of
COVID-19.


Non-Operating Income (Expenses)





Non-operating expense was $3,839,929 for the three months ended September 30,
2022, compared to non-operating income of $21,499 for the three months ended
September 30, 2021. For the three months ended September 30, 2022, we had
impairment loss of $3,823,770 and other expenses of $29,317, partly offset by
interest income of $1,024 and other income of $12,134. For the three months
ended September 30, 2021, we had interest income $599 and other income $22,067
and other expenses of $1,167.



Income Tax Expense (Benefit)



Income tax benefit was $322 and expense of $74,094 for the three months ended
September 30, 2022 and 2021, respectively, a decrease of $74,416 or 100% for the
three months ended September 30, 2022 compared with the same period of 2021.



Net Income (Loss)



Our net loss for the three months ended September 30, 2022 was $4,373,511,
compared to $146,104 in the same period of 2021, an increase of $4,227,407 or
2893%. The increased loss in the three months ended September 30, 2022 was
mainly due to decreased sales revenue, increased operating costs and expense,
and impairment loss in 2022 as explained above.



Nine Months ended September 30, 2022 and 2021





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:



                                                        Nine Months Ended September 30,
                                                    2022                                2021
                                            $            % of Revenue            $          % of Revenue
Revenue                                $  1,512,351                100 %    $ 2,363,836               100 %
Operating costs and expenses              3,557,647                235 %      1,766,671                75 %
Income (loss) from operations            (2,045,296 )             (135 )%       597,165                25 %
Non-operating income (expenses), net     (3,807,922 )             (252 )%        17,264                 1 %
Income (loss) before income tax          (5,853,218 )             (387 )%  

    614,429                26 %
Income tax expense                              643               0.04 %        292,146                12 %
Net income (loss)                      $ (5,853,861 )             (387 )%   $   322,283                14 %




31





The following table shows our operations by business segment for the nine months ended September 30, 2022 and 2021.





                                        For the Nine Months Ended September 30,
                                             2022                      2021
Net revenue
Advertising and products             $            371,016       $         2,060,787
Pharmacies                                        517,674                   139,947
Hotel                                             623,661                   163,102
Total revenues, net                  $          1,512,351       $         2,363,836

Operating costs and expenses
Advertising and products
Cost of goods sold                   $             98,809       $           199,141
Operating expenses                                961,885                   966,903
Pharmacies
Cost of goods sold                                395,096                    92,477
Operating expenses                                467,315                   124,138
Hotel
Hotel operating costs                           1,334,041                   320,305
Operating expenses                                300,501                    63,707

Total operating costs and expenses $ 3,557,647 $ 1,766,671



(Loss) income from operations
Advertising and products             $           (689,678 )     $           894,743
Pharmacies                                       (344,737 )                 (76,668 )
Hotel                                          (1,010,881 )               

(220,910 ) (Loss) income from operations $ (2,045,296 ) $ 597,165






Revenue



Revenue was $1,512,351 in the nine months ending September 30, 2022, compared to
$2,363,836 in the same period of 2021, a decrease of $851,485 or 36%. The
decrease in revenue was mainly due to decreases in advertising revenues as due
to COVID-19 restrictions we were not able to host the types of events at which
we market nutritional products, which were partly offset by revenues from our
pharmacies and hotel which we did not own in the first seven months of 2021. For
the nine months ended of September 30, 2022, we had $0 advertising revenue and
$888,690 product revenues (of which $371,016 were from direct sales and $517,674
represented sales at our pharmacies), and hotel revenue of $623,661. For the
nine months ended September 30, 2021, we had $1,742,896 of advertising revenue
and $457,838 of product revenue (of which $317,891 were from direct sales and
$139,947 represented sales at our pharmacies), and hotel revenue of $163,102.



Operation Costs and Expenses





Cost of Goods Sold



Cost of goods sold was $493,905 for the nine months ended September 30, 2022,
compared to $291,618 for the nine months ended September 30, 2021, an increase
of $202,287 or 69%. The increase in our cost of goods sold is attributable to
increase of pharmacy products sales and direct product sales. The cost of goods
sold for our direct product sales as a percentage of sales was 27% in 2022,
compared to 63% for 2021. The cost of goods sold for products sold through our
pharmacies as a percentage of pharmacy product sales was 76% in 2022, compared
to 66% 2021.



Hotel Operating Costs

Hotel operating costs were $1,334,041 for the nine months ended September 30, 2022. compared to $320,305 for the same period of 2021.





Operating Expenses



Operating costs and expenses were $1,729,701 for the nine months ended September
30, 2022, compared to $1,154,748 for the same period of 2021, an increase of
$574,953 or 50%. The increase in operating expenses was mainly due to the
inclusion of the operating expenses of our pharmacies and hotel. We did not
complete the acquisition of pharmacies and hotel until August 2021.



32






Income (Loss) from Operations



Loss from operations was $2,045,296 in the nine months ended September 30, 2022,
compared to income of $597,165 in the same period of 2021, a decrease of
$2,642,461 or 443%. The decrease in our income from operations for 2022 was due
to the loss incurred from our direct sales activities and the inclusion of the
losses incurred by our pharmacies and hotel. We didn't complete the acquisition
of pharmacies and hotel until August 2021. All of our operations and in
particular our direct marketing activities were materially adversely impacted by
travel and work restrictions and limits on the number of people that might
gather in one place imposed on a temporary basis in China and Chengdu to limit
the spread of COVID-19.


Non-Operating Income (Expense)





Non-operating expense was $3,807,922 for the nine months ended September 30,
2022, compared to non-operating income of $17,264 for the nine months ended
September 30, 2021. For the nine months ended September 30, 2022, we had
impairment loss of $3,823,770 and other expenses of $29,577, partly offset by
interest income of $3,636 and other income of $41,789. For the nine months ended
September 30, 2021, we had interest income $3,088 and other income $22,228

and
other expenses of $8,052.



Income Tax Expense



Income tax expense was $643 and $292,146 for the nine months ended September 30,
2022 and 2021, respectively, a decrease of $291,503 or 100% for the nine months
ended September 30, 2022 compared with the same period of 2021.



Net Income (Loss)



Our net loss for the nine months ended September 30, 2022 was $5,853,861,
compared to net income of $322,283 in the same period of 2021, a decrease of
$6,176,144 or 1,916%. The decrease in the nine months ended September 30, 2022
was mainly due to decreased sales revenue, increased operating costs and
expense, and impairment loss in 2022 as explained above.



Liquidity and Capital Resources





During the nine months ended of September 30, 2022, we used $1,412,550 in
operations. As of September 30, 2022, cash and cash equivalents were $5,298,503
(excluding $80,303 of restricted cash), compared to $8,556,642 (excluding
$44,211 of restricted cash) as of December 31, 2021. At September 30, 2022, we
had a working capital deficit of $2,461,269 compared to working capital of
$4,753,390 at December 31, 2021.



The following is a summary of cash provided by or used in each of the indicated
types of activities during the nine months ended September 30, 2022 and 2021,
respectively.



                                                       September 30, 2022

September 30, 2021 Net cash (used in) provided by operating activities $ (1,412,550 ) $

            546,069
Net cash (used in) provided by investing activities   $            393,896 

$ (4,410,524 ) Net cash (used in) provided by financing activities $ (1,525,860 ) $

           (592,814 )




Net cash provided by (used in) operating activities





For the nine months ended September 30, 2022, net cash used in operating
activities was $1,412,550. This reflects our net loss of $5,853,861, increased
by non-cash related expenses including depreciation and amortization expense of
$82,921, the change in deferred tax of $1,419, bad debt expense of $115,495,
operating lease expense of $632,496, stock-based compensation of $278,655, and
impairment loss of 3,823,770, less changes in working capital of $493,445. The
cash outflow from changes in working capital mainly resulted from an increase in
accounts receivable of $126,720, payments of lease liabilities of $525,979, a
change in inventory of $192,791, unearned revenue of $9,444 and taxes payable of
$187,009, which was partly offset by cash inflows from accrued liabilities and
other payables of $232,910, other receivable and prepaid expense of $100,801,
accounts payable of $201,749, and advances to suppliers of $13,038.



33






For the nine months ended September 30, 2021, net cash provided by operating
activities was $546,069. This was primarily due to our net income of $322,283,
increased by non-cash related expenses including depreciation of $21,910,
provision for bad debt of $17,883, operating lease expense of $217,642 and
stock-based compensation of $278,655, less changes in working capital of
$312,304. The cash outflow from changes in working capital mainly resulted from
inventory purchases of $18,728, advances to suppliers of $116,795, and payments
of accrued liabilities $41,986, and payments of lease liabilities of $217,642,
partly offset by cash inflows from other receivables and prepaid expenses of
$22,975, unearned revenue of $13,136 and an increase in taxes payable
outstanding of $46,672.



Net cash provided by (used in) investing activities





For the nine months ended September 30, 2022, net cash provided by investing
activities was $393,896, mainly as a result of cash acquired in connection with
the acquisition of subsidiaries of $446,381, partly offset by purchases of
property and equipment of $52,485.



For the nine months ended September 30, 2021, net cash used in investing activities was $4,410,524, mainly for the acquisition of a hotel and pharmacies from our major shareholder.

Net cash provided by (used in) financing activities

For the nine months ended September 30, 2022, net cash used in by financing activities was $1,525,860 as a result of payments made against advances from related parties of $1,525,860.

For the nine months ended September 30, 2021, net cash used in financing activities was $592,814 as a result of payments made against advances from related parties.


Of the $5,298,503 in cash and cash equivalents on hand as of September 30, 2022,
we anticipate using approximately $4.3 million to complete the acquisition of
Runcangsheng. Should we continue to incur operating losses and incur negative
cash flow after completing such acquisition, we may have to seek to raise
capital. We may also have to raise additional financing as our working capital
requirements are expected to increase in line with the growth of our business as
a result of our acquisition of Runcangsheng. In the past we have funded our
operations through the proceeds from private placements of equity and advances
from our principal shareholder. Should we require capital to fund our business,
we intend to finance our business by raising additional capital or, when
available, borrowing additional funds. Additional issuances of equity or
convertible debt securities will result in dilution to our current shareholders
and could cause the price of our common stock to decrease. Further, such
securities might have rights, preferences or privileges senior to our common
stock. Additional financing may not be available upon acceptable terms, or at
all. If adequate funds are not available or are not available on acceptable
terms, we may not be able to take advantage of prospective new business
endeavors or opportunities, which could significantly and materially restrict
our business operations.



Our ability to obtain funds through the issuance of debt or equity is dependent
upon the state of the financial markets at such time as we may seek to raise
funds. The state of the capital market markets may be adversely impacted by
various risks and uncertainties, including, but not limited to future and
current impacts of global events such as COVID-19 and the war in the Ukraine,
increases in inflation and other risks detailed in our 2021 Annual Report on
Form 10K.



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, we are not party to long term contracts and 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.



34






Contractual Obligations


We have no long-term fixed contractual obligations or commitments other than our agreement to acquire Runcangsheng.





Contingencies



Our 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 rates. Our 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. In particular, China continues to maintain a zero
COVID-19 policy which has caused government agencies from time to time to impose
strict lockdowns and limits on the number of people that may gather in one place
at any time. Certain of these measures have had a material adverse impact on our
business and may continue to do so is they are imposed in the future.



Our sales, purchases and expense transactions in China are denominated in RMB
and all of our 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





Our management's discussion and analysis of our financial condition and results
of operations are based on our consolidated financial statements, which were
prepared in accordance with accounting principles generally accepted in the
United States of America ("US GAAP"). The preparation of these financial
statements requires us to make estimates and assumptions that affect the
reported amounts of assets and liabilities and the disclosure of contingent
assets and liabilities at the date of the financial statements as well as the
reported net sales and expenses during the reporting periods. On an ongoing
basis, we evaluate our estimates and assumptions. We base our estimates on
historical experience and various other factors that we believe are reasonable
under the circumstances, the results of which form the basis for making
judgments about the carrying value of assets and liabilities that are not
readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions.



While our significant accounting policies are more fully described in Note 2 to our consolidated financial statements, we believe the following accounting policies are the most critical to assist 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
AiXinZhongHong, Aixin Shangyan Hotel and Aixintang Pharmacies is Chinese
Renminbi ("RMB"). The accompanying financial statements are translated from RMB
and presented in U.S. dollars ("USD").



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.



35






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. As of September 30, 2022 and December 31, 2021, the
bad debt allowance was $484,346 and $213,787, respectively.



Revenue Recognition



ASU No. 2014-09, Revenue from Contracts with Customers ("Topic 606"), became
effective for us on January 1, 2018. Our revenue recognition disclosure reflects
updated accounting policies that are affected by this new standard. We 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 products and the performance of services, and we have no significant
post-delivery obligations, this did not result in a material recognition of
revenue on the accompanying consolidated financial statements for the cumulative
impact of applying this new standard. We made no adjustments to
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 recognized in a manner that reasonably reflects the delivery of our products and services to customers in return for expected consideration and includes the following elements:

? executed contract(s) with customers that we believe are 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 we satisfy each performance obligation.


Our revenue recognition policies for our operating segments are as follows:




Advertising and Products



Advertising Revenue



Commencing in the third quarter of 2019 we began to provide advertising services
to our clients. Advertising contracts are signed to establish the price and
advertising services to be provided. Pursuant to the advertising contracts, we
provided advertising and marketing services to clients through exhibition
events, conferences, and person-to-person marketing. We perform a credit
assessment of each customer to assess the collectability of the contract price
prior to entering into contracts.



Most of the advertisement contracts designated that we perform advertising
services for the client through exhibition events, conferences, and
person-to-person marketing during the contracted period, regardless of the
number of such events. As such, we determined that the performance obligation is
satisfied over time during the contracted period and revenue is recognized
accordingly. Such advertising revenue amounted to $0 and $445,215 for the three
months ended September 30, 2022 and 2021, respectively. Such advertising revenue
amounted to $0 and $1,742,896 for the nine months ended September30, 2022 and
2021, respectively.


All of the advertising revenue is subject to the PRC VAT of 6%. This VAT may be offset by VAT paid by us for raw materials and other materials purchased in China.





36






Products Revenue



Our revenue from sales of products is recognized when goods are delivered to the
customer and no other obligation exists. We do not provide unconditional return
or other concessions to customers. Our sales policy allows for the return of
unopened products for cash after deducting certain service and transaction fees.
As an alternative to returning a product, customers may request an exchange for
products with the same value.



Product 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 and 13%
since April 1, 2019. This VAT may be offset by VAT paid by for raw materials and
other materials purchased in China. We record VAT payables and VAT receivables
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 we act as an agent for the government.



Pharmacies



Our retail drugstores recognize revenue at the time the customer takes
possession of the merchandise. For pharmacy sales, each prescription claim is
its own arrangement with the customer and is a performance obligation. We
generally receive payment from pharmacy customers we satisfy our performance
obligations. We record a receivable when we have an unconditional right to
receive payment and only the passage of time is required before payment is due.
Sales revenue represents the invoiced value of goods, net of VAT. All of the
products sold in our pharmacies are exempt from VAT as the pharmacies qualify
for a small business exemption.



Hotel



Hotel revenues are primarily derived from the rental of rooms, food and beverage
sales and other ancillary goods and services, including but not limited to
souvenir, parking and conference reservations. Each of these products and
services represents a distinct performance obligation and, in exchange for these
services, we receive fixed amounts based on published rates or negotiated
contracts. Payment is due in full at the time when the services are rendered or
the goods are provided. Room rental revenue is recognized on a daily basis when
rooms are occupied. Food and beverage revenue and other goods and services
revenue are recognized when they have been delivered or rendered to the guests
as the respective performance obligations are satisfied. All of the hotel's
goods sold in China are subject to the PRC VAT of 6%. This VAT may be offset by
VAT paid by on raw materials and other materials purchased in China.



Manufacture and Sale



The Company's new subsidiary Runcangsheng recognizes revenue at the time
products are shipped as this satisfies its performance obligations. The Company
records a receivable for the sales when it has an unconditional right to receive
payment and only the passage of time is required before payment is due. 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 13% unless it is a qualified small subject to exemption.



Foreign Currency Translation and Comprehensive Income (Loss)





The functional currency of our business operations 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
three and nine months ended September 30, 2022 and 2021 consisted of net loss
and foreign currency translation adjustments.

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