AiXin Life International, Inc 10-Q for FY2026 Q1
AiXin Life International, Inc. (AIXN)
About this 10-Q
AiXin Life International, Inc filed this 10-Q on November 9, 2026, covering the quarter ended March 31, 2026 (FY2026 Q1).
Headline figures
Quarter ended March 31, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $211.53K
- down 47.0% from $398.83K a year earlier
- Net loss
- $531.73K
- compared with a net loss of $721.71K a year earlier
- Diluted EPS
- -$0.02
- compared with -$0.03 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.20549
FORM
(Mark one)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the quarterly period ended
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission
file number
(Exact name of registrant as specified in its charter)
| (State
or other jurisdiction of incorporation or organization) |
(IRS
Employer Identification No.) |
(Address of principal executive offices)
(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 | ||
| N/A |
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
☐
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
☐
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 | ☐ | |
| ☒ | Smaller reporting company | |||
| 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
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practical date: As of November 2, 2026, there were outstanding shares of the registrant’s common stock.
AIXIN LIFE INTERNATIONAL, INC.
FORM 10-Q
March 31, 2026
INDEX
| 2 |
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.
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
AIXIN LIFE INTERNATIONAL, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| (Unaudited) | ||||||||
| Assets | ||||||||
| Current assets | ||||||||
| Cash and equivalents | $ | $ | ||||||
| Restricted cash | ||||||||
| Accounts receivable | ||||||||
| Accounts receivable - related parties | ||||||||
| Accounts receivable | ||||||||
| Other receivables and prepaid expenses | ||||||||
| Advances to suppliers | ||||||||
| Advances to suppliers - related parties | ||||||||
| Advances to suppliers | ||||||||
| Inventory, net | ||||||||
| Due from related parties | ||||||||
| Total current assets | ||||||||
| Property and equipment, net | ||||||||
| Intangible assets, net | ||||||||
| Long term prepaid expenses | ||||||||
| Operating lease right-of-use assets | ||||||||
| Operating lease right-of-use assets - related party | ||||||||
| Operating lease right-of-use assets | ||||||||
| Total assets | $ | $ | ||||||
| Liabilities and stockholders’ equity | ||||||||
| Current liabilities | ||||||||
| Accounts payable | $ | $ | ||||||
| Accounts payable - related parties | ||||||||
| Accounts payable | ||||||||
| Unearned revenue | ||||||||
| Unearned revenue - related parties | ||||||||
| Unearned revenue | ||||||||
| Taxes payable | ||||||||
| Accrued liabilities and other payables | ||||||||
| Short term loan | ||||||||
| Operating lease liabilities | ||||||||
| Operating lease liabilities - related party | ||||||||
| Operating lease liabilities | ||||||||
| Due to related parties | ||||||||
| Total current liabilities | ||||||||
| Operating lease liabilities - non-current | ||||||||
| Operating lease liabilities - non-current - related party | ||||||||
| Operating lease liabilities - non-current | ||||||||
| Long term loan | ||||||||
| Total liabilities | ||||||||
| Stockholders’ deficit | ||||||||
| Undesignated preferred stock, $ par value, shares authorized, issued and outstanding | ||||||||
| Common stock, par value $ per share, shares authorized; shares issued and outstanding as of March 31, 2026 and December 31, 2025 | ||||||||
| Additional paid in capital | ||||||||
| Statutory reserve | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Accumulated other comprehensive (loss) income | ( | ) | ||||||
| Total stockholders’ deficit | ( | ) | ( | ) | ||||
| Total liabilities and stockholders’ deficit | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements
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AIXIN LIFE INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(UNAUDITED)
| 2026 | 2025 | |||||||
| Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Sales revenue | ||||||||
| Direct sales | $ | $ | ||||||
| Pharmacies | ||||||||
| Hotel | ||||||||
| Manufacture and sale | ||||||||
| Total revenue, net | ||||||||
| Operating costs and expenses | ||||||||
| Cost of sales | ||||||||
| Hotel operating costs | ||||||||
| Selling expenses | ||||||||
| General and administrative | ||||||||
| Total operating costs and expenses | ||||||||
| Loss from operations | ( | ) | ( | ) | ||||
| Non-operating (expenses) income | ||||||||
| Interest income (expense) | ( | ) | ||||||
| Other income (expenses) | ( | ) | ||||||
| Total non-operating income (expenses), net | ( | ) | ||||||
| Loss before income tax | ( | ) | ( | ) | ||||
| Income tax expense | ||||||||
| Net loss | ( | ) | ( | ) | ||||
| Other comprehensive items | ||||||||
| Foreign currency translation loss | ( | ) | ( | ) | ||||
| Comprehensive loss | $ | ( | ) | $ | ( | ) | ||
| Loss per share of common stock - basic and diluted | $ | ) | $ | ) | ||||
| Weighted average shares outstanding | ||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements
| 5 |
AIXIN LIFE INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT
FOR THE THREE MONTHS ENDED MARCH 31, 2026
(UNAUDITED)
| Shares | Amount | capital | reserves | deficit | income | Total | ||||||||||||||||||||||
| Common Stock | Additional paid in | Statutory | Accumulated | Accumulated other comprehensive | ||||||||||||||||||||||||
| Shares | Amount | capital | reserves | deficit | income | Total | ||||||||||||||||||||||
| Balance at December 31, 2025 | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||||||||||
| Foreign currency translation loss | - | ( | ) | ( | ) | |||||||||||||||||||||||
| Balance at March 31, 2026 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||||||
FOR THE THREE MONTHS ENDED MARCH 31, 2025
(UNAUDITED)
| Common Stock | Additional paid in | Statutory | Accumulated | Accumulated other comprehensive | ||||||||||||||||||||||||
| Shares | Amount | capital | reserves | deficit | income | Total | ||||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||||||||||
| Foreign currency translation loss | - | ( | ) | ( | ) | |||||||||||||||||||||||
| Balance at March 31, 2025 | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements
| 6 |
AIXIN LIFE INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| 2026 | 2025 | |||||||
| Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments required to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Bad debts provision | ||||||||
| Loss on disposal of fixed assets | ||||||||
| Provision for inventory reserve | ||||||||
| Amortization of right-of-use assets | ||||||||
| Changes in assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ( | ) | ||||
| Accounts receivable - related parties | ||||||||
| Other receivables and prepaid expenses | ( | ) | ( | ) | ||||
| Advances to suppliers | ( | ) | ( | ) | ||||
| Advances to suppliers - related parties | ||||||||
| Inventory | ||||||||
| Security deposit | ||||||||
| Accounts payable | ( | ) | ( | ) | ||||
| Accounts payable - related parties | ( | ) | ||||||
| Unearned revenue | ( | ) | ||||||
| Unearned revenue - related parties | ||||||||
| Taxes payable | ( | ) | ||||||
| Accrued liabilities and other payables | ( | ) | ||||||
| Payment of lease liability | ( | ) | ( | ) | ||||
| Payment of lease liability - related party | ||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Advance from related parties | ||||||||
| Repayment to related parties | ( | ) | ( | ) | ||||
| Repayment of government grant | ( | ) | ||||||
| Repayments of loan | ( | ) | ||||||
| Proceeds from loan | ||||||||
| Net cash provided by financing activities | ||||||||
| EFFECT OF EXCHANGE RATE CHANGE ON CASH | ||||||||
| NET INCREASE IN CASH | ||||||||
| CASH, BEGINNING OF PERIOD | ||||||||
| CASH, END OF PERIOD | $ | $ | ||||||
| - | ||||||||
| Supplemental Cash flow data: | ||||||||
| Income tax paid | $ | $ | ||||||
| Interest paid | $ | $ | ||||||
| Supplemental disclosure of noncash activities: | ||||||||
| Right-of-use assets obtained in exchange for operating lease liabilities | $ | $ | ||||||
| Termination of Right-of-use asset and operating lease liability | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements
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AIXIN LIFE INTERNATIONAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. ORGANIZATION AND DESCRIPTION OF BUSINESS
Aixin
Life International, Inc. (the “Company” or “Aixin Life” or “we”) was incorporated under the laws
of the State of Colorado on December 30, 1987. On February 2, 2017, Mr. Quanzhong Lin (Mr. Lin) purchased
On
December 12, 2017, pursuant to a Share Exchange Agreement, in consideration for all of the outstanding shares of AiXin (BVI) International
Group Co., Ltd. a British Virgin Islands corporation (“AiXin BVI”), the Company issued to Mr. Lin, the sole stockholder of
AiXin BVI, shares of common stock then representing
As a result of the Share Exchange, AiXin BVI became the Company’s wholly-owned subsidiary, and the Company 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 of AiXin BVI 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, the Company changed its name to AiXin Life International, Inc. (“Aixin Life”).
Going Concern
The accompanying unaudited condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The realization of assets and the satisfaction of liabilities in the normal course of business are dependent on, among other things, the Company’s ability to operate profitably, to generate cash flows from operations, and to pursue financing arrangements to support its working capital requirements.
The
Company incurred a net loss of $
Management believes that it has developed a liquidity plan, summarized below, that, if executed successfully, should provide sufficient liquidity to meet the Company’s obligations as they become due for a reasonable period of time, and allow the development of its core business. The plan includes:
● Gaining positive cash-inflow from operating activities through continuous cost reductions and the sales of higher margin products.
● Raising cash through loans from related parties and potential equity offerings.
| 8 |
While the Company’s management believes that the measures in its liquidity plan including those described above will be adequate to satisfy its liquidity requirements for the twelve months after the date that these financial statements are issued, there is no assurance that the liquidity plan will be successfully implemented. Failure to successfully implement the liquidity plan may have a material adverse effect on the Company’s business, results of operations and financial position, and may adversely affect its ability to continue as a going concern. These unaudited condensed consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded assets or the amounts and classification of liabilities or any other adjustments that might be necessary should the Company be unable to continue as a going concern.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation and Consolidation
The accompanying unaudited condensed consolidated financial statements are prepared in conformity with U.S. Generally Accepted Accounting Principles (“US GAAP”). The functional currency of AiXinZhonghong, Aixin Shangyan Hotel, Aixintang Pharmacies, and Runcangsheng is the Chinese Renminbi (“RMB”). The accompanying consolidated financial statements are translated from RMB and presented in U.S. dollars (“USD”). Operating results for the three months ended March 31, 2026 are not necessarily indicate of the results that may be expected for the period ending December 31, 2026 or any future period. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on the Form 10-K filed with the SEC on May 15, 2026.
The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, AiXin HK, AiXinZhonghong, Aixin Shangyan Hotel, Aixintang Pharmacies, and Runcangsheng. Intercompany transactions and accounts were eliminated in consolidation.
Global Uncertainties
The Company’s liquidity may be adversely impacted by various risks and uncertainties, including, but not limited to future and current impacts of global events such as a widespread health crisis, the continuation of the war in the Ukraine or the conflict in Palestine, the dispute between the United States and Israel and Iran, the outbreak of another conflict or the expansion of the conflict in Palestine to other countries, the ongoing tensions between the United States and China, the Russian Federation and certain countries in the Middle East, increases in inflation, and other risks detailed in the Company’s Annual Report on Form 10-K or other reports filed with the Securities and Exchange Commission.
While the invasion of Ukraine, the conflict in Palestine, the conflict in Iran and responses thereto have not interrupted the Company’s operations, these or future developments which disrupt the international financial markets could make it difficult to access debt and equity capital on attractive terms, if at all, and impact the Company’s ability to fund business activities, including proposed acquisitions.
Use of Estimates
In preparing unaudited condensed 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.
| 9 |
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. 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
Restricted Cash
Restricted
cash represents cash that is subject to restrictions on withdrawal or use. The Company classifies restricted cash as current or non-current
based on the nature and duration of the underlying restrictions. Restricted cash is included with cash and cash equivalents in the reconciliation
of the beginning and ending balances of cash, cash equivalents, and restricted cash in the statements of cash flows. As of March 31,
2026 and December 31, 2025, the Company had restricted cash of $
Credit Losses
The Company’s policy is to maintain an allowance for potential credit losses on accounts receivable. The Company adopted Accounting Standards Update (“ASU”) 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit losses on financial instruments later codified as Accounting Standard codification (“ASC”) 326 (“ASC 326”), on January 1, 2023. The guidance introduces a revised approach to the recognition and measurement of credit losses, emphasizing an updated model based on expected losses rather than incurred losses. There was no significant impact on the date of adoption of ASC 326.
Under ASC 326, accounts receivable are recorded at the invoiced amount, net of allowance for expected credit losses. The Company’s primary allowance for credit losses is the allowance for doubtful accounts. The allowance for doubtful accounts reduces the accounts receivable balance to the estimated net realizable value. The Company used a combination of method Aging schedule and Roll-rate method to assess the reasonability and adequacy of current allowance.
In establishing any required allowance, management considers historical losses adjusted for current market conditions, the Company’s customers’ financial condition, the amount of any receivables in dispute, the current receivables aging, current payment terms and expectations of forward-looking loss estimates.
All provisions for the allowance for doubtful accounts are included as a component of general and administrative expenses on the accompanying consolidated statements of operations and comprehensive loss. Accounts receivable deemed uncollectible are charged against the allowance for credit losses when identified. Subsequent recoveries of amounts previously written off are credited to earnings in the period recovered.
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, 2026 and December 31, 2025, the
bad debt allowance was $
The following table summarizes the activity related to the Company’s accounts receivable allowance for doubtful accounts for the three months ended March 31, 2026 and 2025:
SCHEDULE OF ACCOUNTS RECEIVABLE ALLOWANCE FOR DOUBTFUL ACCOUNTS
| 2026 | 2025 | |||||||
| For the three months ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Beginning balance | $ | $ | ||||||
| Provision for bad debts | ||||||||
| Effect of translation | ||||||||
| Ending balance | $ | $ | ||||||
| 10 |
Inventories
Inventories
mainly consist of health supplements, drugs, pharmaceutical and nutritional products, food and beverage, hotel supplies and consumables,
and raw materials. Inventories are valued at the lower of average cost or net realizable value, 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 net realizable value, if lower. The Company recorded inventory impairment of $
Cost of Goods Sold
Cost of goods sold represents the direct costs incurred in the production or procurement of goods sold during the reporting period. Such costs primarily include raw materials, direct labor, and manufacturing overhead directly attributable to the production of finished goods. For retail or merchandising operations, cost of goods sold consists primarily of the purchase price of inventory, including freight-in and other costs necessary to bring inventory to a saleable condition.
Hotel Operating Costs
Hotel operating costs represent the direct and indirect expenses associated with the operation of hotel properties during the reporting period. These costs typically include payroll and related employee benefits for on-property staff, room operations, food and beverage costs, housekeeping, utilities, maintenance and repairs, property-level administrative expenses, and other costs necessary to operate and maintain hotel facilities.
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
SCHEDULE OF PROPERTY AND EQUIPMENT ESTIMATED LIVES
| Office furniture | ||
| Electronic equipment | ||
| Machinery | ||
| Leasehold improvements | ||
| Vehicles |
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.
| 11 |
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, 2026 and December 31, 2025, 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, 2026 and December 31, 2025, the Company did not take any uncertain positions that would necessitate recording a tax related liability.
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; |
| 12 |
| ● | 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. |
The Company’s revenue recognition policies for its various operating segments are as follows:
Direct Sales
The Company’s revenue from direct sales of products is recognized when goods are delivered to the customer and no other obligation exists. The Company does not provide unconditional return or other concessions to customers. 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, customers have the option of asking for an exchange for products with the same value. The Company estimates expected product returns based on historical experience, contractual terms, applicable statutory return rights, and subsequent return activity. Historically, returns have been insignificant, and no material refund liability or sales return allowance was recorded as of March 31, 2026 and December 31, 2025.
Sales
revenue of AiXin Zhonghong 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
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 products and services, the Company receives 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
Pharmacy
The
Company’s retail drugstores (Aixintang Pharmacies) 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.
Aixintang Pharmacies generally receives payments from customers as it satisfies its performance obligations. Sales of drugs are
recognized when the customer pays for the drugs at a store and, in the case of drugs to be reimbursed by local government medical
insurance agencies when the customer picks up the drug. Receivables from these agencies are usually collected within three months, and the Company has not experienced a payment
default from any local government medical insurance agency. The Company records a receivable 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 VAT. Aixintang Pharmacies’ products sold in China are subject to the PRC VAT of
| 13 |
Manufacture and Sale
The
Company’s subsidiary Runcangsheng recognizes revenue at the time products are shipped as this satisfies its performance obligation.
The Company records a receivable for its 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 Runcangsheng’s products sold in China are subject to the PRC VAT of
Unearned Revenue
The Company’s unearned revenue primarily consists of advances received from customers for the purchase of products prior to the delivery of goods, and for the rental of hotel rooms prior to the delivery of service. The delivery of products and room rental services is based upon contract terms and customer demand, normally within one year.
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
The Company has not experienced any losses in such accounts and believes they are not exposed to any risks on its cash in these bank accounts.
Leases
The Company determines if an arrangement is a lease at inception under Financial Accounting Standards Board (“FASB”) ASC Topic 842, Right of Use Assets (“ROU”) and lease liabilities are recognized at commencement date based on the present value of remaining lease payments over the lease term. For this purpose, the Company considers only payments that are fixed and determinable at the time of commencement. As most of its leases do not provide an implicit rate, it uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company’s incremental borrowing rate is a hypothetical rate based on its understanding of what its credit rating would be. ROU assets are adjusted for prepayments and accrued lease payments. ROU assets also reflect any lease payments made prior to commencement and are recorded net of any lease incentives received. The Company’s lease terms may include options to extend or terminate the lease and such options are considered when determining the value of an ROU asset when it is reasonably certain that the Company will exercise such options.
ROU assets are reviewed for impairment when indicators of impairment are present. ROU assets from operating and finance leases are subject to the impairment guidance in ASC 360, Property, Plant, and Equipment, as ROU assets are long-lived nonfinancial assets.
ROU assets are tested for impairment individually or as part of an asset group if the cash flows related to the ROU asset are not independent from the cash flows of other assets and liabilities. An asset group is the unit of accounting for long-lived assets to be held and used, which represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. The Company recognized no impairment of ROU assets as of March 31, 2026 and December 31, 2025. Operating leases are included in operating lease ROU and operating lease liabilities (current and non-current), on the unaudited condensed consolidated balance sheets.
| 14 |
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 unaudited condensed consolidated statements of cash flows will not necessarily agree with changes in the corresponding balances on the unaudited condensed consolidated balance sheets.
Fair Value of Financial Instruments
The carrying amounts of certain of the Company’s financial instruments, including cash and cash equivalents, accrued liabilities and accounts payable, 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. Unless otherwise disclosed, the fair value of the Company’s cash and cash equivalents, restricted cash, accounts receivable, inventories, advances to suppliers, prepaid expenses and other current assets, accounts payable, unearned revenue accrued expenses and other current liabilities, taxes payable and due to related parties, approximate the fair value of the respective assets and liabilities as of March 31, 2026 and December 31, 2025 based upon the short-term nature of the assets and liabilities.
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 fair value measurement. |
As of March 31, 2026 and December 31, 2025, the Company did not identify any assets and liabilities that are required to be presented on the balance sheet 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 three months ended March 31, 2026 and 2025 consisted of net income (loss) and foreign currency translation adjustments.
| 15 |
Translation of amounts from RMB into USD has been made at the following exchange rates as of March 31, 2026 and December 31, 2025 and for the three months ended March 31, 2026 and 2025.
SCHEDULE OF FOREIGN CURRENCY TRANSLATION
| March 31, 2026 | March 31, 2025 | December 31, 2025 | ||||||||||
| Period/year-end RMB:USD exchange rate | ||||||||||||
| Period/annual average RMB:USD exchange rate | ||||||||||||
| Exchange rate | ||||||||||||
Basic earnings (loss) per common stock is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted EPS is computed similar to basic net income (loss) per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if all the potential common shares pertaining to warrants, stock options, and similar instruments had been issued and if the additional common shares were dilutive. Diluted earnings (loss) per share are based on the assumption that all dilutive convertible shares and stock options and warrants were converted or exercised. Dilution is computed by applying the treasury stock method for the outstanding unvested restricted stock, options and warrants, and the if-converted method for the outstanding convertible instruments. Under the treasury stock 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. Under the if-converted method, outstanding convertible instruments are assumed to be converted into common stock at the beginning of the period (or at the time of issuance, if later). Potential common stock that has an anti-dilutive effect (i.e., those that increase income per common stock or decrease loss per common stock) are excluded from the calculation of diluted loss per share.
As of March 31, 2026 and December 31, 2025, the Company did not have any potentially dilutive instruments.
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-based compensation in accordance with ASC Topic 718, Compensation—Stock Compensation. Under the Company’s equity incentive plan, stock awards and other share-based payments are granted to employees, directors, and consultants as compensation for services rendered. Stock-based compensation cost is measured on the grant date based on the fair value of the shares awarded and is recognized as expense on a straight-line basis over the service period. The fair value of common stock granted is determined using the closing market price of the Company’s common stock on the grant date. 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.
| 16 |
The
Company manages its business as
The following table shows the Company’s operations by business segment for the three months ended March 31, 2026 and 2025.
SCHEDULE OF OPERATIONS BY BUSINESS SEGMENT
| 2026 | 2025 | |||||||
| For the Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Net revenue | ||||||||
| Direct sales | $ | $ | ||||||
| Pharmacy | ||||||||
| Hotel | ||||||||
| Manufacture and sale | ||||||||
| Total revenues, net | $ | $ | ||||||
| Operating costs and expenses | ||||||||
| Direct sales | ||||||||
| Cost of sales | $ | $ | ||||||
| Operating expenses | ||||||||
| Pharmacy | ||||||||
| Cost of sales | ||||||||
| Operating expenses | ||||||||
| Hotel | ||||||||
| Hotel operating costs | ||||||||
| Operating expenses | ||||||||
| Manufacture and sale | ||||||||
| Cost of sales | ||||||||
| Operating expenses | ||||||||
| Total operating costs and expenses | $ | $ | ||||||
| Income (loss) from operations | ||||||||
| Direct sales | $ | ( | ) | $ | ( | ) | ||
| Pharmacy | ( | ) | ( | ) | ||||
| Hotel | ( | ) | ( | ) | ||||
| Manufacture and sale | ( | ) | ( | ) | ||||
| Loss from operations | $ | ( | ) | $ | ( | ) | ||
| 17 |
The following table shows the Company’s assets by business segment as of March 31, 2026 and December 31, 2025.
SCHEDULE OF ASSETS BY BUSINESS SEGMENT
| Segment assets | As of March 31, 2026 | As of December 31, 2025 | ||||||
| Direct sales | $ | $ | ||||||
| Pharmacy | ||||||||
| Hotel | ||||||||
| Manufacture and sale | ||||||||
| Total assets | $ | $ | ||||||
New Accounting Pronouncements
Recently Adopted Accounting Standards
ln December 2023, the FASB issued Accounting Standards Update No.2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”), which modifies the rules on income tax disclosures to require entities to disclose (1) specific categories in the rate reconciliation, (2) the income or loss from continuing operations before income tax expense or benefit (separated between domestic and foreign) and (3)income tax expense or benefit from continuing operations (separated by federal, state and foreign). ASU 2023-09 also requires entities to disclose their income tax payments to international, federal, state and local jurisdictions, among other changes. The guidance is effective for annual periods beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. ASU 2023-09 should be applied on a prospective basis, but retrospective application is permitted. The Company adopted the ASU in 2025. The adoption did not have a material impact on the financial statements.
In March 2025, the FASB issued ASU 2025-02—Liabilities (405): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 122. The amendments in this Update are effective immediately and on a fully retrospective basis to annual periods beginning after December 15, 2024. The Company adopted the ASU in 2025. The adoption did not have a material impact on the financial statements.
| 18 |
Recently Issued But Not Yet Adopted Accounting Pronouncements
In October 2023, the FASB issued ASU No. 2023-06, “Disclosure Improvements — Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative.” The ASU amends the disclosure or presentation requirements related to various subtopics in the FASB ASC. The ASU was issued in response to the SEC’s August 2018 final amendments in Release No. 33-10532, Disclosure Update and Simplification that updated and simplified disclosure requirements that the SEC believed were duplicative, overlapping, or outdated. The guidance in ASU 2023-06 is intended to align GAAP requirements with those of the SEC and to facilitate the application of GAAP for all entities. The amendments introduced by ASU 2023-06 are effective if the SEC removes the related disclosure or presentation requirement from its existing regulations by June 30, 2027. If, by June 30, 2027, the SEC has not removed the applicable requirements from its existing regulations, the pending content of the associated amendment will be removed from the ASC and will not become effective for any entities. The adoption of ASU 2023-06 is not expected to have a material impact on the Company’s consolidated financial statements or related disclosures.
On November 4, 2024, the FASB issued an ASU No. 2024-03, Disaggregation of Income Statement Expenses (“ASU 2024 03”) to improve the disclosures about a public business entity’s expenses and address requests from investors for more detailed information about the types of expenses in commonly presented expense captions (such as cost of sales; selling, general, and administrative expenses; and research and development). The amendments in the ASU require disclosure in the notes to financial statements of specified information about certain costs and expenses. The amendments require that at each interim and annual reporting period an entity: 1.Disclose the amounts of (a) purchases of inventory, (b) employee compensation, (c) depreciation, (d) intangible asset amortization, and (e) depreciation, depletion, and amortization recognized as part of oil- and gas-producing activities (or other amounts of depletion expense) included in each relevant expense caption. A relevant expense caption is an expense caption presented on the face of the income statement within continuing operations that contains any of the expense categories listed in (a)–(e). 2. Include certain amounts that are already required to be disclosed under current generally accepted accounting principles in the same tabular disclosure as the other disaggregation requirements. 3. Disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively. 4) Disclose the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses. In January 2025, the FASB issued ASU No. 2025-01, Clarifying the Effective Date (“ASU 2025-01”). The amendments, as clarified by ASU 2025-01, are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The amendments in this ASU should be applied either (1) prospectively to financial statements issued for reporting periods after the effective date of the ASU or (2) retrospectively to any or all prior periods presented in the financial statements. The Company is currently evaluating the impact that the adoption of ASU 2024-03 will have on its consolidated financial statement presentation or disclosures.
The Company’s management does not believe that any other recently issued, but not yet effective, authoritative guidance, if currently adopted, would have a material impact on the Company’s financial statement presentation or disclosures.
3. OTHER RECEIVABLES AND PREPAID EXPENSES
Other receivables and prepaid expenses consisted of the following at March 31, 2026 and December 31, 2025:
SCHEDULE OF OTHER RECEIVABLES AND PREPAID EXPENSES
| March 31, 2026 | December 31, 2025 | |||||||
| Deposits | $ | $ | ||||||
| Prepaid expenses | ||||||||
| Employees’ social insurance | ||||||||
| Others | ||||||||
| Total | $ | $ | ||||||
| Less: bad debt allowance | ( | ) | ( | ) | ||||
| Total other receivables and prepaid expenses, net | $ | $ | ||||||
| Long-term prepaid expenses | $ | $ | ||||||
| 19 |
4. ADVANCES TO SUPPLIERS
The Company had advances to suppliers of $ and $ as of March 31, 2026 and December 31, 2025, respectively. Advances to suppliers primarily include prepayments for products and equipment expected to be delivered subsequent to balance sheet dates. Due to their short-term nature, advances to suppliers are usually satisfied within 12 months.
5. INVENTORIES
Inventories consisted of the following at March 31, 2026 and December 31, 2025:
SCHEDULE OF INVENTORIES
| March 31, 2026 | December 31, 2025 | |||||||
| Raw material | $ | $ | ||||||
| Drugs, pharmaceutical and nutritional products | ||||||||
| Food and beverage, hotel supplies and consumables | ||||||||
| Total | ||||||||
| Less: reserve for inventory | ( | ) | ( | ) | ||||
| Total inventories, net | $ | $ | ||||||
Provision
for inventory reserve for the three months ended March 31, 2026 and March 31, 2025 was $
6. PROPERTY AND EQUIPMENT, NET
Property and equipment consisted of the following at March 31, 2026 and December 31, 2025:
SCHEDULE OF PROPERTY AND EQUIPMENT
| March 31, 2026 | December 31, 2025 | |||||||
| Vehicles | $ | $ | ||||||
| Office equipment | ||||||||
| Machinery equipment | ||||||||
| Leasehold improvements | ||||||||
| Total | ||||||||
| Property and equipment, gross | ||||||||
| Less: Accumulated depreciation | ( | ) | ( | ) | ||||
| Property and equipment, net | $ | $ | ||||||
Depreciation
expense for the three months ended March 31, 2026 and 2025 was $
7. INTANGIBLE ASSETS, NET
Intangible asset consisted of the following at March 31, 2026 and December 31, 2025:
SCHEDULE OF INTANGIBLE ASSET
| March 31, 2026 | December 31, 2025 | |||||||
| Software | $ | $ | ||||||
| Less: Accumulated amortization | ( | ) | ( | ) | ||||
| Intangible asset, net | $ | $ | ||||||
Amortization
expense for the three months ended March 31, 2026 and 2025 was $
8. TAXES PAYABLE
Taxes payable consisted of the following at March 31, 2026 and December 31, 2025:
SCHEDULE OF TAX PAYABLE
| March 31, 2026 | December 31, 2025 | |||||||
| Value-added | $ | $ | ||||||
| Income | ||||||||
| Taxes payable | $ | $ | ||||||
9. ACCRUED LIABILITIES AND OTHER PAYABLES
Accrued liabilities and other payables consisted of the following at March 31, 2026 and December 31, 2025:
SCHEDULE OF ACCRUED LIABILITIES AND OTHER PAYABLES
| March 31, 2026 | December 31, 2025 | |||||||
| Accrued employees’ social insurance | $ | $ | ||||||
| Accrued payroll and commission | ||||||||
| Construction payable | ||||||||
| Accrued professional fees | ||||||||
| Other payables | ||||||||
| Total | $ | $ | ||||||
| 20 |
10. GOVERNMENT GRANT
On
December 1, 2021, the Company and Luquan Yizu Miaozu Autonomous County People’s Government (“the People’s Government”)
entered a cooperation agreement with a term of
11. LOAN PAYABLE
On November 7, 2025, the Company entered into a line
of credit agreement with Bank of Communications Co., Ltd. to borrow $
On January 1, 2026, Run Cangsheng entered into a
12. LEASE
AiXinZhonghong
leases its office. The lease has a remaining lease term of approximately
Aixin
Shangyan Hotel leases its hotel premises under an operating lease arrangement. The leases have remaining lease terms of approximately
Aixintang
Pharmacies lease retail pharmacy stores under operating lease arrangements, with remaining lease terms of
SCHEDULE OF OPERATING LEASE LIABILITIES
| March 31, 2026 | December 31, 2025 | |||||||
| Operating Leases | ||||||||
| Operating lease right-of-use assets - third party | $ | $ | ||||||
| Operating lease right-of-use assets - related party | ||||||||
| Total operating lease right-of-use assets | $ | $ | ||||||
| Operating lease liabilities – current - third party | ||||||||
| Operating lease liabilities – current - related party | ||||||||
| Total operating lease liabilities – current | ||||||||
| Operating lease liability – non-current - third party | ||||||||
| Operating lease liability – non-current - related party | ||||||||
| Total operating lease liability – non-current | ||||||||
| Total operating lease liabilities | $ | $ | ||||||
| 21 |
The following provides details of the Company’s lease expenses:
SCHEDULE OF OPERATING LEASE EXPENSES
| 2026 | 2025 | |||||||
| Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Operating lease expenses | $ | $ | ||||||
Other information related to leases is presented below:
SCHEDULE OF OTHER INFORMATION RELATED LEASES
| Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Cash Paid for Amounts Included In Measurement of Liabilities: | ||||||||
| Operating cash flows from operating leases | $ | $ | ||||||
| Weighted Average Remaining Lease Term: | ||||||||
| Operating leases | ||||||||
| Weighted Average Discount Rate: | ||||||||
| Operating leases | % | % | ||||||
Maturities of lease liabilities were as follows:
SCHEDULE OF MATURITIES OF LEASE LIABILITIES
| For the year ending March 31: | ||||
| 2027 | $ | |||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| 2031 and thereafter | ||||
| Total lease payments | ||||
| Less: imputed interest | ( | ) | ||
| Total lease liabilities | ||||
| Less: current portion | ( | ) | ||
| Lease liabilities – non-current portion | $ |
| 22 |
13. RELATED PARTY TRANSACTIONS
Accounts receivable – related parties
Accounts receivable – related party consisted of the following as of the periods indicated:
SCHEDULE OF ACCOUNTS RECEIVABLE - RELATED PARTY
| March 31, 2026 | December 31, 2025 | |||||||
| Chengdu Lisheng Huiren Pharmacy Co., Ltd. | ||||||||
| Sichuan Aixintang Xinfu Pharmacy Chain Co., Ltd. | ||||||||
| Chengdu Aixin International Travel Service Co., Ltd. | ||||||||
| Total | $ | $ | ||||||
| Accounts receivable - related party | $ | $ | ||||||
The related party entities listed above are controlled by Mr. Quanzhong Lin (the Chairman, CEO and major shareholder of Aixin Life).
Sales revenue – related parties
Sales revenue – related parties consisted of the following for the periods indicated:
SCHEDULE OF SALES REVENUE RELATED PARTY
| 2026 | 2025 | |||||||
| Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Sichuan Aixintang Xinfu Pharmacy Chain Co., Ltd. | $ | $ | ||||||
| Chengdu Aixin International Travel Service Co., Ltd. | ||||||||
| Chengdu Lisheng Huirentang Pharmacy Co., Ltd | ||||||||
| Shengcaofeng Health Industry (Yunnan) Co., Ltd. | ||||||||
| Runcangsheng Health Industry (Yunnan) Co., Ltd. | ||||||||
| Total | $ | $ | ||||||
| Sales revenue - related party | $ | $ | ||||||
The related party entities listed above are controlled by Mr. Quanzhong Lin (the Chairman, CEO and major shareholder of Aixin Life), except for Shengcaofeng Health Industry (Yunnan) Co., Ltd, which is owned by Huiliang Jiao, a Director of the Company.
Purchase – related parties
Purchase – related parties consisted of the following for the periods indicated:
SCHEDULE OF PURCHASE RELATED PARTY
| 2026 | 2025 | |||||||
| Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Sichuan Yunxitang Pharmacy Co., Ltd | $ | $ | ||||||
| Sichuan Aixintang Xinfu Pharmacy Chain Co., Ltd. | ||||||||
| Chengdu Heshengyuan Pharmacy Co., Ltd. | ||||||||
| Chengdu Cigu Foshou Pharmacy Co., Ltd. | ||||||||
| Total | $ | $ | ||||||
| Purchase - related party | $ | $ | ||||||
The related party entities listed above are controlled by Mr. Quanzhong Lin (the Chairman, CEO and major shareholder of Aixin Life).
Accounts payable – related parties
Accounts payable – related parties consisted of the following as of the periods indicated:
SCHEDULE OF ACCOUNTS PAYABLE - RELATED PARTY
| March 31, 2026 | December 31, 2025 | |||||||
| Sichuan Aixintang Xinfu Pharmacy Chain Co., Ltd. | $ | $ | ||||||
| Sichuan Yunxitang Pharmacy Co., Ltd. | ||||||||
| Chengdu Heshengyuan Pharmacy Co., Ltd. | ||||||||
| Chengdu Cigu Foshou Pharmacy Co., Ltd. | ||||||||
| Total | $ | $ | ||||||
The related party entities listed above are controlled by Mr. Quanzhong Lin (the Chairman, CEO and major shareholder of Aixin Life).
Advances to suppliers– related parties
Advances to suppliers – related parties consisted of the following as of the periods indicated:
SCHEDULE OF ADVANCES TO SUPPLIERS - RELATED PARTY
| March 31, 2026 | December 31, 2025 | |||||||
| Sichuan Aixintang Xinfu Pharmacy Chain Co., Ltd. | $ | $ | ||||||
| Sichuan Yunxitang Pharmacy Co., Ltd. | ||||||||
| Chengdu Heshengyuan Pharmacy Co., Ltd. | ||||||||
| Chengdu Cigu Foshou Pharmacy Co., Ltd. | ||||||||
| Total | $ | $ | ||||||
| Advance from suppliers | $ | $ | ||||||
The related party entities listed above are controlled by Mr. Quanzhong Lin (the Chairman, CEO and major shareholder of Aixin Life).
Unearned revenue - related parties
As
of March 31, 2026 and December 31, 2025, unearned revenue - related parties consisted of $
| 23 |
Due from related parties
Due from related parties consisted of the following as of the periods indicated:
SCHEDULE OF RELATED PARTY TRANSACTIONS
| March 31, 2026 | December 31, 2025 | |||||||
| Chengdu Heshengyuan Pharmacy Co., Ltd. | ||||||||
| Sichuan Aixintang Xinfu Pharmacy Chain Co., Ltd. | ||||||||
| Chengdu Cigu Foshou Pharmacy Co., Ltd. | ||||||||
| Sichuan Aixin Investment Co. Ltd. | ||||||||
| Chengdu Lisheng Huiren Pharmacy Co., Ltd. | ||||||||
| Mianyang Aixin Cunshan Pharmacy | ||||||||
| Sichuan Yunxitang Pharmacy Co., Ltd | ||||||||
| Huiliang Jiao | ||||||||
| Total | $ | $ | ||||||
| Due from related parties | $ | $ | ||||||
Due to related parties
Due to related parties consisted of the following as of the periods indicated:
| March 31, 2026 | December 31, 2025 | |||||||
| Quanzhong Lin | $ | $ | ||||||
| Huiliang Jiao | ||||||||
| Chengdu Lisheng Huiren Pharmacy Co., Ltd. | ||||||||
| Xiaoyan Zhou | ||||||||
| Sichuan Aixintang Xinfu Pharmacy Chain Co., Ltd. | ||||||||
| Chengdu Aixin International Travel Service Co., Ltd. | ||||||||
| Chengdu Cigu Foshou Pharmacy Co., Ltd. | ||||||||
| Runcangsheng Health Industry (Yunnan) Co., Ltd. | ||||||||
| Total | $ | $ | ||||||
| Due to related parties | $ | $ | ||||||
The amounts due from related parties and due to related parties described above were for working capital purposes, payable on demand, and bear no interest. The related party entities listed above are controlled by Mr. Quanzhong Lin (the Chairman, CEO and major shareholder of Aixin Life) except Runcangsheng Health Industry (Yunnan) Co., Ltd. which is owned by Mr. Huiliang Jiao. Mr. Huiliang Jiao is a Director of the Company. Xiaoyan Zhou is the wife of Huiliang Jiao.
14. 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 sales from its operations in the PRC for the three months ended March 31, 2026 and 2025, and recorded an income tax provision for each of the periods.
China
has a tax rate of
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, 2026 and 2025, the Company had
15. STOCKHOLDERS’ EQUITY
The Company is authorized to issue shares preferred stock at $ par value per share and shares of common stock at $ par value per share.
As of March 31, 2026 and December 31, 2025, the Company had common shares issued and outstanding, and outstanding shares of preferred stock.
| 24 |
16. 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 required to transfer
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
Common welfare fund
Common
welfare fund is a voluntary fund to which the Company can elect to transfer
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.
17. 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 affect the remittance.
Litigation
The Company is, from time to time, involved in litigation incidental to the conduct of its business regarding merchandise sold, employment matters, and litigation regarding intellectual property rights.
On March 20, 2026, the Chengdu Jinjiang District People’s Court ordered
Chengdu Aixin Zhonghong Biotechnology Co., Ltd. (“Zhonghong”) to repay RMB
18. SUBSEQUENT EVENT
The Company follows the guidance in FASB ASC 855-10 for the disclosure of subsequent events. The Company evaluated subsequent events through the date the financial statements were issued and determined the Company has the following major subsequent events that need to be disclosed.
On June 18, 2026, a former sales agent
sued one of the Company's PRC subsidiaries, Runcangsheng and a third party company, Shengcaofeng Health Information Technology (Yunnan)
Co., Ltd., in the People's Court of Luquan County, Yunnan Province. The agent alleges breach of a sales agency arrangement. The claims
seek approximately RMB
On July 7, 2026, enforcement proceedings were initiated
in connection with a labor dispute involving Li Fangbing and Aixin Shangyan Hotel Management Co., Ltd., in the People’s Court of
Xindu District, Chengdu, Sichuan Province. The enforcement amount was RMB
On May 15, 2026, Qin Xiaohua filed a labor dispute
lawsuit against Chengdu Aixin Zhonghong Biotechnology Co., Ltd., in
On October 16, 2026, Li Kaiwen filed a labor dispute lawsuit against Chengdu
Aixin Zhonghong Biotechnology Co., Ltd., in
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
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, 2025 (the “2025 Form 10-K”). In addition to historical information, the following discussion contains forward-looking statements subject to risks and uncertainties. Where possible, we have tried to identify these forward-looking statements by using words such as “anticipate,” “believe,” “intends,” or similar expressions. Although we believe that the expectations reflected in these forward-looking statements are reasonable, we cannot assure you that these expectations will prove to be correct. You should specifically consider the various risk factors identified in our 2025 Form 10-K, that could cause actual results to differ materially from those anticipated in these forward-looking statements.
Overview
In December 2017, we completed a “reverse” acquisition whereby we acquired all of the outstanding shares of AiXin (BVI) International Group Co., Ltd. a British Virgin Islands corporation (“AiXin BVI”). As a result, AiXin BVI became our wholly-owned subsidiary, and through AiXin BVI we now own 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 began distributing nutritional products in 2013.
In September 2021, we completed the acquisition of nine pharmacies located in Chengdu by acquiring the entities which owned the pharmacies. We currently operate pharmacies at 8 locations.
On September 30, 2022, we acquired all of the outstanding equity of Yunnan Runcangsheng Technology Co., Ltd (“Runcangsheng”). Runcangsheng was established in April 2020, and is headquartered in Luquan Yi and Miao Autonomous County, Kunming City, Yunnan Province.
Runcangsheng operates a 2,946 square meter production facility, which houses R&D centers, extraction facilities, preparation workshops and a warehouse. Runcangsheng has more than 30 sub brands and 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.
On February 6, 2024, we entered into a lease with respect to a hotel located in Bandzhuyuan Town, Xindu District, Chengdu City. The term of the lease commenced February 29, 2024 and expires April 15, 2034. The Lease grants us the right to occupy various areas within the hotel, covering approximately 18,000 square meters, including the first-floor lobby, external shops (subject to the rights of the current occupants), the second and third floors, portions of the fourth floor including the restaurant and tea shop, and the fifth through eighteenth floors comprised mainly of guest rooms, underground and ground-level parking lots, and all hotel facilities and equipment
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We intend to look for additional opportunities to profit from the growing healthcare market in China. Though currently we are not party to any agreements, we will explore, among other opportunities, expanding our product line through internal research and acquiring complementary products from third parties, acquiring additional pharmacies and other retail outlets and operating nursing homes and possibly clinics which provide medical care to clients.
Going Concern
The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The realization of assets and the satisfaction of liabilities in the normal course of business are dependent on, among other things, our ability to operate profitably, to generate cash flows from operations, and to pursue financing arrangements to support its working capital requirements.
We incurred a net loss of $531,728 and $721,708 for the three months ended March 31, 2026 and 2025, respectively, and used net cash in operating activities of $396,376 and $675,948 for the three months ended March 31, 2026 and 2025, respectively. We had a working capital deficit of $7,910,459 as of March 31, 2026. These facts and conditions raise substantial doubt about our ability to continue as a going concern. As of March 31, 2026, our cash and cash equivalents were $40,904.
We believe that we have developed a liquidity plan, summarized below, that, if executed successfully, should provide sufficient liquidity to meet our obligations as they become due for a reasonable period of time, and allow the development of our core business. The plan includes:
● Gaining positive cash-inflow from operating activities through continuous cost reductions and the sales of higher margin products.
● Raising cash through loans from related parties and potential equity offerings.
While our management believes that the measures in our liquidity plan including those described above will be adequate to satisfy our liquidity requirements for the twelve months after the date of the financial statements contained in this Report are issued, there is no assurance that the liquidity plan will be successfully implemented. Failure to successfully implement the liquidity plan may have a material adverse effect on our business, results of operations and financial position, and may adversely affect our ability to continue as a going concern. The consolidated financial statements included in this Report do not include any adjustments related to the recoverability and classification of recorded assets or the amounts and classification of liabilities or any other adjustments that might be necessary should the Company be unable to continue as a going concern.
Our Business
We are focused on providing health and wellness products to the growing middle class in China. We currently develop, manufacture, market and sell premium-quality healthcare, nutritional products and wellness supplements, including herbs and greens, traditional Chinese remedies, functional products, such as weight management tools, probiotics, foods and drinks. We offer products manufactured by us and those purchased from third parties through a diversified, omni-channel business model which generates revenues through retail and wholesale product sales, through company-owned pharmacies, direct marketing and e-commerce. Our marketing approach emphasizes proactively approaching customers such as by hosting marketing events for clients, which we believe is ideally suited to marketing the products we offer 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.
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We believe the competitive strengths that will enable us to grow in the health and wellness market include our ability to design and manufacture products that are responsive to consumers’ needs as the life style of China’s middle class evolves, our coordinated omni-channel distribution network where we enable consumers to obtain the information they need to improve their lifestyle on our website, at our pharmacies and through individual meetings with our team members.
Our ability to operate profitably and generate positive cash flow will be determined by our ability to attract a large and loyal customer base and provide the information and products they need cost effectively. Our revenue will largely be determined by our ability to achieve and maintain a strong brand name and company image, the volume of products we sell and the prices we can charge for such products, which will require that we compete effectively. Our costs will largely be determined by the cost of raw materials and acquired inventory, the labor used to design and manufacture products, and the costs incurred to deliver these products to the consumer.
We intend to build a reputation as a provider of premium health and wellness products that seeks to improve our customers health and well-being. Our objective is to offer a broad and deep mix of products for consumers interested in living well, whether they are looking to treat a health-related issue or simply maintain their overall wellness. Our premium, value-added offerings include both proprietary products developed and manufactured by us as well as products acquired from or sold on behalf of third parties. We believe our range of products and ability to develop new products, combined with the customer support and service we offer, differentiate us and allow us to effectively compete against food, drug and mass channel players, specialty stores, independent vitamin, supplement and natural food shops and online retailers. There is no assurance that we will achieve our business objectives.
Segment Information
We operate as four operating and reporting segments. Operating segments are defined as components of a business that can earn revenue and incur expenses and for which discrete financial information is evaluated regularly by the chief operating decision maker (CODM) in deciding how to allocate resources and assess performance. Our CODM, our Chief Executive Officer, allocates resources and assesses performance based upon the performance of each of the operating segments discussed below which are differentiated based upon the nature of the products and services offered, whether the segment manufactures products and the manner in which its products are offered to third parties.
Results of Operations
Three Months ended March 31, 2026 and 2025
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, | ||||||||||||||||
| 2026 | 2025 | |||||||||||||||
| $ | % of Revenue | $ | % of Revenue | |||||||||||||
| Revenue | $ | 211,527 | 100 | % | $ | 398,831 | 100 | % | ||||||||
| Operating costs and expenses | 752,414 | 356 | % | 1,081,316 | 271 | % | ||||||||||
| Loss from operations | (540,887 | ) | (256 | )% | (682,485 | ) | (171 | )% | ||||||||
| Non-operating (expenses) income, net | 9,159 | 4 | % | (38,402 | ) | (10 | )% | |||||||||
| Loss before income tax | (531,728 | ) | (251 | )% | (720,887 | ) | (181 | )% | ||||||||
| Income tax expense | - | - | % | 821 | - | % | ||||||||||
| Net loss | $ | (531,728 | ) | (251 | )% | $ | (721,708 | ) | (181 | )% | ||||||
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The following table shows the Company’s operations by business segment for the three months ended March 31, 2026 and 2025.
| For the Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Net revenue | ||||||||
| Direct sales | $ | 31,472 | $ | 20,631 | ||||
| Pharmacy | 30,052 | 35,966 | ||||||
| Hotel | 67,378 | 80,706 | ||||||
| Manufacture and sale | 82,625 | 261,528 | ||||||
| Total revenues, net | $ | 211,527 | $ | 398,831 | ||||
| Operating costs and expenses | ||||||||
| Direct sales | ||||||||
| Cost of sales | $ | 1,012 | $ | 5,768 | ||||
| Operating expenses | 153,032 | 188,568 | ||||||
| Pharmacy | ||||||||
| Cost of sales | 19,378 | 24,051 | ||||||
| Operating expenses | 74,291 | 84,139 | ||||||
| Hotel | ||||||||
| Hotel operating costs | 227,133 | 270,819 | ||||||
| Operating expenses | 53,976 | 60,769 | ||||||
| Manufacture and sale | ||||||||
| Cost of sales | 132,122 | 283,181 | ||||||
| Operating expenses | 91,470 | 164,021 | ||||||
| Total operating costs and expenses | $ | 752,414 | $ | 1,081,316 | ||||
| Loss from operations | ||||||||
| Direct sales | $ | (122,572 | ) | $ | (173,705 | ) | ||
| Pharmacy | (63,617 | ) | (72,224 | |||||
| Hotel | (213,731 | ) | (250,882 | ) | ||||
| Manufacture and sale | (140,967 | ) | (185,674 | ) | ||||
| Loss from operations | $ | (540,887 | ) | $ | (682,485 | ) | ||
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Revenue
Revenue was $211,527 in the three months ended March 31, 2026, compared to $398,831 in 2025, a decrease of $187,304 or 47%. For the three months ended March 31, 2026, we had $144,149 in product revenues, a decrease of $173,976 from 2025 in which product revenues were $318,125. Of our product revenues in 2026, $31,472 were from direct sales, an increase of $10,841 or 53% from 2025, $30,052 were from sales at our pharmacies, a decrease of $5,914 or 16% from 2025, and $82,625 from sales by manufacture and sales, a decrease of $178,903 or 68% from 2025. In 2026, we had hotel revenue of $67,378, a decrease of $13,328 or 17% from 2025.
Direct Sales
Our direct products sales revenue was $31,472 for the three months ended March 31, 2026, compared with $20,631 in the same period of 2025, representing an increase of $10,841 or 53%. Our direct sales revenue as a percentage of our total revenue was 15% for 2026, compared to 5% for 2025. The increase in direct sales revenue was mainly due to increased product sales compared to last year resulting from our improved marketing and promotion strategy with our direct sales channels.
Pharmacy
Our pharmacy revenue was $30,052 for the three months ended March 31, 2026, compared with $35,966 in the same period of 2025, representing a decrease of $5,914 or 16%. Our pharmacy revenue as a percentage of our total revenue was 14% for 2026, compared to 9% for 2025. The decrease in revenue was mainly due to the convenience of online shopping leading to decreased sales in physical stores.
Hotel
Our hotel revenue was $67,378 for the three months ended March 31, 2026, compared with $80,706 for the same period of 2025, representing a decrease of $13,328 or 17%. Our hotel revenue as a percentage of our total revenue was 32% for 2026, compared to 20% for 2025. Our hotel revenue decreased by $13,328 due to the economic downturn and the slowdown in the catering industry.
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Manufacture and Sale
Our manufacture and sales revenues were $82,625 for the three months ended March 31, 2026, compared with $261,528 for the same period of 2025, representing a decrease of $178,903 or 68%. Our manufacture and sales revenue as a percentage of total revenue was 39% for the three months ended March 31, 2026, compared to 66% for the same period of 2025. The decrease in manufacture and sales revenue was mainly due to the economic downturn as standard marketing and promotional activities become more challenging compared to last year.
Operating Costs and Expenses
Cost of Sales
Cost of sales was $152,512 for the three months ended March 31, 2026, compared to $312,999 for 2025, a decrease of $160,487 or 51%. The decrease in cost of sales was attributable to the decrease in sales.
Direct sales
The cost of sales for our direct sales was $1,012 for 2026, compared with $5,768 for 2025, representing a decrease of $4,756 or 82%. The cost of sales for direct sales as a percentage of our direct sales was 3% for the three months ended March 31, 2026, compared to 28% for the same period of 2025. The decrease in cost of sales was mainly due to reductions in the cost of products sold.
Pharmacy
The cost of sales at our pharmacies was $19,378 for 2026, compared with $24,051 for 2025, representing a decrease of $4,673 or 19%. The cost of sales at our pharmacies as a percentage of pharmacy product sales was 64% for the three months ended March 31, 2026, compared to 67% for the same period of 2025. The decrease in cost of sales was mainly due to the decrease in sales as well as decreased cost of products sold.
Manufacture and Sale
The cost of sales at our manufacture and sales segment was $132,122 for 2026, compared with $283,181 for 2025, representing a decrease of $151,059 or 53%. The cost of sales for our manufacture and sale segment as a percentage of sales was 160% for 2026, compared to 108% for 2025. The primary reason for the decrease in cost of sales was due to decreased sales. However, the higher cost of sales as a percentage of sales in 2026 was due to the fact that our fixed manufacturing cost remained unchanged while production decreased significantly.
Hotel Operating Costs
Hotel operating costs were $227,133 and $270,819 for the three months ended March 31, 2026 and 2025, respectively, representing a decrease of $43,686 or 16%. The primary reason for the decrease in hotel operating costs was due to decreased revenue.
Operating Expenses
Operating expenses were $372,769 for the three months ended March 31, 2026, compared to $497,497 for 2025, a decrease of $124,728 or 25%. The decrease in operating expenses was primarily attributable to a decrease in general and administrative expenses by $159,598 due to decreased revenue, which was partly offset by an increase in selling expenses by $34,870 for our direct sale segment for the three months ended March 31, 2026.
Loss from Operations
Loss from operations was $540,887 in the three months ended March 31, 2026, compared to $682,485 in 2025, a decrease of $141,598 or 21%. The decrease in our loss from operations for 2026 was due to the decreased loss in direct sales of $51,133, in pharmacy segment of $8,607, in our hotel segment of $37,151, and in manufacture and sale segment of $44,707, reflecting the fact that our costs were reduced by an amount that exceeded the reduction in our revenues.
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Non-operating Income (Loss)
Non-operating income was $9,159 for the three months ended March 31, 2026, compared to a non-operating loss of $38,402 for 2025. For the three months ended March 31, 2026, we had interest income of $7 and other income of $9,152. For the three months ended March 31, 2025, we had interest expenses of $5,097 and other expenses of $33,305.
Income Tax Expense
Income tax expense was nil and $821 for the three months ended March 31, 2026 and 2025, respectively, a decrease of $821 or 100%.
Net Loss
Our net loss for the three months ended March 31, 2026 was $531,728, compared to a net loss of $721,708 for 2025, a decrease of $189,980 or 26%. The decrease in our net loss was mainly due to decreased operating costs and expenses, which was partly offset by decreased revenue, as described above.
Liquidity, Capital Resources
During the three months ended March 31, 2026, we used $396,376 in operations. As of March 31, 2026, cash and cash equivalents were $40,904, compared to $20,751 as of December 31, 2025. At March 31, 2026, we had a working capital deficit of $7,910,459.
The following is a summary of cash provided by or used in each of the indicated types of activities during the three months ended March 31, 2026 and 2025, respectively.
| March 31, 2026 | March 31, 2025 | |||||||
| Net cash used in operating activities | $ | (396,376 | ) | $ | (675,948 | ) | ||
| Net cash used in investing activities | $ | - | $ | - | ||||
| Net cash provided by financing activities | $ | 415,115 | $ | 676,398 | ||||
Net cash used in operating activities
For the three months ended March 31, 2026, net cash used in operating activities was $396,376. This reflects our net loss of $531,728, adjusted by non-cash related expenses including depreciation and amortization expense of $45,098, a bad debt expense of $8,854, an inventory impairment of $4,822, a loss on disposal of fixed assets of $3,099, amortization of right of use assets of $70,988, and then increased by a net change in working capital of $2,491. The cash outflow from changes in working capital items mainly resulted from an increase in accounts receivables of $9,030, an increase in other receivables and prepaid expenses of $39,172, an increase in advances to suppliers of $19,507, a decrease in accounts payable of $39,197, a decrease in accounts payable to related parties of $2,892, a decrease in unearned revenue of $67,386 and payments of lease liabilities of $43,400, partly offset by cash inflows from accounts receivable from related party of $27,876, a reduction in advances to related party suppliers of $892, a reduction in inventory purchased of $25,103, a reduction in security deposits of $666, an increase in unearned revenue from related parties of $15,843, an increase in outstanding taxes payable of $41,315, an increase in outstanding accrued liabilities and other payables of $111,102 and a reduction in payments of lease liabilities to related parties of $278.
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For the three months ended March 31, 2025, net cash used in operating activities was $675,948. This reflects our net loss of $721,708, adjusted by non-cash related expenses including depreciation and amortization expense of $92,276, a bad debt expense of $32,896, an inventory impairment of $209, operating lease expenses of $70,941, and then decreased by a net change in working capital of $150,562. The cash outflow from changes in working capital items mainly resulted from an increase in accounts receivables of $10,798, an increase in other receivables and prepaid expenses of $25,705, an increase in advances to suppliers of $7,609, a decrease in accounts payable of $60,073, a decrease in taxes payable of $31,920, a decrease in accrued liabilities and other payables of $175,913, and payments of lease liabilities of $25,694, partly offset by cash inflows from accounts receivable from related party of $122,865, a reduction in inventory of $55,996, a reduction in security deposits of $423, increases in unearned revenue of $2,297, and an increase in accounts payable to related parties of $5,569.
Net cash used in investing activities
For the three months ended March 31, 2026 and 2025, net cash used in investing activities was nil and nil, respectively.
Net cash provided by financing activities
For the three months ended March 31, 2026 and 2025, net cash provided by financing activities was $415,115 and $676,398, respectively. For the three months ended March 31, 2026, net cash provided by financing activities was the result of proceeds from advances from related parties of $492,204 and proceeds from a loan of $144,471, which was partly offset by repayments of loan due to related parties of $214,336 and repayment of government grant of $7,224. For the three months ended March 31, 2025, net cash provided by financing activities was the result of proceeds from advances from related parties of $1,421,841, which was partly offset by repayments of loan due to related parties of $530,559 and repayment of a government grant of $214,884.
Runcangsheng incurred a net loss of approximately $141,000 for the three months ended March 31, 2026. It is likely that we will require additional capital to achieve its short-term operational goals and long-range business plans. Further, we may need additional capital to maintain our other businesses. 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. In the past we have funded our operations through 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.
We are subject to all of the substantial risks inherent in the development of a new business enterprise within extremely competitive industries. Due to the absence of a long-standing operating history and the emerging nature of the markets in which we compete, we anticipate operating losses until we can successfully implement our business strategy. Our revenue model is new and evolving, and we cannot be certain that it will be successful. The potential profitability of our business model is unproven. We may never achieve profitable operations. Our future operating results depend on many factors, including demand for our products, the level of competition, and the ability of our officers to manage our business and growth. As a result of the emerging nature of the market in which we compete, we may incur operating losses until such time as we can develop a substantial and stable revenue base. Additional development expenses may delay or negatively impact our ability to generate profits. Accordingly, we cannot assure you that our business model will be successful or that we can sustain revenue growth, achieve or sustain profitability, or continue as a going concern.
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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 pandemics, the war in the Ukraine, the conflict in Palestine, shifts in international alliances and actions by certain governments, such as the imposition of tariffs, and the responses of other governments thereto, increases in inflation and other risks detailed herein.
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.
Contractual Obligations
We have no long-term fixed contractual obligations or commitments other than leases that are disclosed in the notes to our consolidated financial statements.
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.
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.
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Critical Accounting Policies and Estimates
Our management’s discussion and analysis of our financial condition and results of operations is based on our unaudited condensed 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 unaudited condensed 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.
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 March 31, 2026 and December 31, 2025, the bad debt allowance was $82,163 and $85,947, respectively.
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. |
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Our revenue recognition policies for our operating segments are as follows:
Direct Sales
Our revenue from direct 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.
Direct 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 13% of the gross sales price 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.
Pharmacy
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. The products sold in our pharmacies are subject to the VAT of 0%-13% as certain pharmacies qualify for small business exemption.
Manufacture and Sale
The Company’s subsidiary Runcangsheng recognizes revenue at the time products are shipped as this satisfies its performance obligation. 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 VAT. All of the Company’s products sold in China are subject to the PRC VAT of 13% unless it is a qualified small business subject to 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.
Income Taxes—Valuation of Deferred Tax Assets
Deferred tax assets represent amounts available to reduce income taxes payable on taxable income in future years. Such assets arise because of temporary differences between the financial reporting and tax basis of assets and liabilities, as well as from net operating losses and tax credits. We evaluate the recoverability of deferred tax assets by assessing all available evidence, both positive and negative, to determine whether, based on the weight of that evidence, a valuation allowance for deferred tax assets is needed. A valuation allowance is established if it is more likely than not that all or a portion of deferred tax assets will not be realized. The determination of whether a valuation allowance should be established, as well as the amount of allowance, requires significant judgment and estimates, including estimates of future earnings. Accordingly, the valuation of our net deferred tax assets is a critical accounting estimate. In evaluating the realizability of our net deferred tax assets, we perform an assessment each reporting period of both positive and negative evidence. As of December 31, 2024, we maintained a full valuation allowance against our net deferred tax assets resulting from net operating loss carryforwards. We determined it was more likely than not that our deferred tax assets would not be realized.
Recoverability of Long-Lived Assets
We evaluate the recoverability of long-lived assets, whenever events or changes in circumstances indicate that the carrying value of such an asset may not be recoverable. We group and evaluate these long-lived assets for impairment at the lowest level at which individual cash flows can be identified. If indicators of impairment are present, we first compare the carrying amount of the asset group to the estimated future cash flows associated with the asset group (undiscounted). If the estimated future cash flows used in this analysis are less than the carrying amount of the asset group, an impairment loss calculation is prepared. The impairment loss calculation compares the carrying amount of the asset group to the asset group’s estimated future cash flows (discounted). If required, an impairment loss is recorded for the portion of the asset group’s carrying value that exceeds the asset group’s estimated future cash flows (discounted).
The long-lived asset impairment loss calculation contains uncertainty since management must use judgment to estimate each asset group’s future sales, profitability and cash flows. When preparing these estimates, we consider historical results and current operating trends and consolidates sales, profitability and cash flow results and forecasts. These estimates can be affected by a number of factors including general economic and regulatory conditions, and the continued efforts of competitors to gain market share and consumer spending patterns.
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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, 2026, 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, 2026, 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 the 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.
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PART II – OTHER INFORMATION
Item 1. Legal Proceedings
The Company is, from time to time, involved in litigation incidental to the conduct of its business regarding merchandise sold, employment matters, and litigation regarding intellectual property rights.
On March 20, 2026, the Chengdu Jinjiang District People’s Court ordered Chengdu Aixin Zhonghong Biotechnology Co., Ltd. (“Zhonghong”) to repay RMB968,861 plus interest to Kaiyi Yang in a loan dispute. Although Quanzhong Lin, Zhonghong’s legal representative, has stated that the dispute relates to his personal affairs, the judgment imposes the repayment obligation on Zhonghong, which did not appeal. On June 28, 2026, Zhonghong entered into a settlement agreement with Yang to pay RMB1,268,861($186,652), including a RMB300,000 refund of share subscription funds, in four instalments through October 2026. All interest would be waived upon full and timely payment; otherwise, Yang may resume enforcement of the judgment. As of November 3, 2026, RMB1,168,861 ($175,668) remained outstanding.
On June 18, 2026, a former sales agent sued one of the Company's PRC subsidiaries, Runcangsheng and a third party company, Shengcaofeng Health Information Technology (Yunnan) Co., Ltd., in the People's Court of Luquan County, Yunnan Province. The agent alleges breach of a sales agency arrangement. The claims seek approximately RMB194,879 ($28,792) in total, covering refunds for undelivered products, unpaid agency bonuses and interest, plus litigation costs. The case is at an early stage, and no judgment has been rendered. Because of its early stage, the Company cannot predict the outcome or reasonably estimate any possible loss in excess of amounts already recorded. The Company does not expect this matter to have a material adverse effect on its consolidated financial statements.
On July 7, 2026, enforcement proceedings were initiated in connection with a labor dispute involving Li Fangbing and Aixin Shangyan Hotel Management Co., Ltd., in the People's Court of Xindu District, Chengdu, Sichuan Province. The enforcement amount was RMB76,074 ($11,198). The outstanding amount has been fully paid, and the enforcement proceedings have been concluded.
On May 15, 2026, Qin Xiaohua filed a labor dispute lawsuit against Chengdu Aixin Zhonghong Biotechnology Co., Ltd., in the People’s Court of Jinjiang District, Chengdu, Sichuan Province. The dispute involves RMB86,651 ($12,562). On October 28, 2026, both parties entered into a settlement agreement with Qin Xiaohua concerning unpaid wages totalling RMB86,651 ($12,562). Of this amount, RMB71,000 ($10,293) had been paid, and the remaining RMB15,651 ($2,269) is payable by November 30, 2026. Upon receipt of the remaining payment, Qin Xiaohua agreed to apply to the court to lift the related asset freeze and close the enforcement case.
On October 16, 2026, Li Kaiwen filed a labor dispute lawsuit against Chengdu Aixin Zhonghong Biotechnology Co., Ltd., in the People's Court of Xindu District, Chengdu, Sichuan Province. The dispute involves RMB76,524 ($11,445). On November 5, 2026, both parties entered into a settlement agreement. The agreement requires payment of RMB70,000 ($10,147), comprising RMB50,000 due upon signing and RMB20,000 due by December 31, 2026. Upon timely payment of the first instalment, the claimant is required to apply to the court to unfreeze the subsidiary’s bank accounts. As of November 5, 2026, the first instalment has been paid. All related claims will be resolved upon full performance of the agreement.
Item 1A. Risk Factors
Reference is made to the risks and uncertainties disclosed in Item 1A (“Risk Factors”) of our 2025 Form 10-K, which are incorporated by reference into this report. Prospective investors are encouraged to consider the risks described in the 2025 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, 2026, 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
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Item 6. Exhibits
| 39 |
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: November 9, 2026 | By: | /s/ Quanzhong Lin |
| Quanzhong Lin | ||
| President and Chief Executive Officer | ||
| (Principal Executive Officer) | ||
| 40 |
Exhibit 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO RULE 13a-14(a) UNDER THE EXCHANGE ACT
I, Quanzhong Lin, certify that:
1. I have reviewed this quarterly report on Form 10-Q of AiXin Life International, Inc.
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Dated: November 9, 2026 | |
| /s/ Quanzhong Lin | |
| Quanzhong Lin | |
| Chief Executive Officer (Principal Executive Officer) |
Exhibit 31.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO RULE 13a-14(a) UNDER THE EXCHANGE ACT
I, Xiaowen Zheng, certify that:
1. I have reviewed this quarterly report on Form 10-Q of AiXin Life International, Inc.
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Dated: November 9, 2026 | |
| /s/ Xiaowen Zheng | |
| Xiaowen Zheng | |
| Chief Financial Officer (Principal Financial Officer) |
Exhibit 32.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
(18 U.S.C. SECTION 1350)
In connection with the Quarterly Report of AiXin Life International, Inc., a Colorado corporation (the “Company”), on Form 10-Q for the period ended March 31, 2026, as filed with the Securities and Exchange Commission (the “Report”) Quanzhong Lin, Chief Executive Officer of the Company, does hereby certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. ss. 1350), that:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
Dated: November 9, 2026
| /s/ Quanzhong Lin | |
| Quanzhong Lin | |
| Chief Executive Officer (Principal Executive Officer) |
[A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.]
Exhibit 32.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
(18 U.S.C. SECTION 1350)
In connection with the Quarterly Report of AiXin Life International, Inc., a Colorado corporation (the “Company”), on Form 10-Q for the period ended March 31, 2026, as filed with the Securities and Exchange Commission (the “Report”), Xiaowen Zheng, Chief Financial Officer of the Company, does hereby certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. ss. 1350), that:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
Dated: November 9, 2026
| /s/ Xiaowen Zheng | |
Xiaowen Zheng Chief Financial Officer (Principal Financial Officer) |
[A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company. and furnished to the Securities and Exchange Commission or its staff upon request.]