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, 2020 (the "2020 Form 10-K"). This
discussion contains forward-looking statements that involve risks and
uncertainties. You should specifically consider the various risk factors
identified in our 2020 Form 10-K, that could cause actual results to differ
materially from those anticipated in these forward-looking statements.



Overview



We market and sell consumer products in China by offering premium-quality
nutritional products. We also provide advertising and marketing services to
clients which engage us to distribute their products. We offer our products and
those of our clients through our sales offices, exhibition events we organize
and sponsor, and person-to-person marketing. Our business mainly focuses on
proactively approaching customers such as by hosting events for clients, which
we believe is ideally suited to marketing our products and those of our clients
for which we perform advertising services because sales of nutritional products
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.


We do not independently test products to determine efficacy. Rather we rely upon information we uncover through inquiries in the community and a review of scientific and other literature.





In March 2020, the World Health Organization announced that infections caused by
the coronavirus disease of 2019 ("COVID-19") had become pandemic and national,
provincial and local authorities, including those whose jurisdictions include
Chengdu, where our offices are located and our customers reside, adopted various
regulations and orders, including "shelter in place" rules, restrictions on
travel, mandates on the number of people that may gather in one location and
closing non-essential businesses. The global impact of the outbreak is
continually evolving. The measures adopted by various governments and agencies,
as well as the decision by many individuals and businesses to voluntarily shut
down or self-quarantine, had and are expected to continue to have serious
adverse impacts on domestic and foreign economies of uncertain severity and
duration. Although China and Chengdu have reopened their economies we cannot
predict with any certainty the volume of revenue we will generate in 2021.



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



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

1. Importing products from the U.S.A. and other countries to diversify our


    product line.
2.  Strengthening our on-line sales capability.
3.  Increasing our efforts to find acquisition opportunities.




It is the goal of our management, in particular, our Chairman, Quanzhong Lin to
grow our business and to modify its capital structure in order to qualify for a
listing on NASDAQ or the NYSE-American exchange. As part of this effort, we will
continue to seek to acquire more businesses and to modify our capital structure
as necessary to meet the requirements of the exchange to which we apply for a
listing. As part of this effort. on June 8, 2020, Mr. Lin transferred 35,049,685
shares of our common stock to our Company for cancellation.



Below is our corporate structure:

AiXin Life International, Inc. (a Colorado corporation)

                            100%

       AiXin (BVI) International Group Co., Ltd (BVI)

                            100%

HK AiXin International Group Co., Limited (HK) ("AiXin HK")



                            100%



Chengdu AixinZhonghong Biological Technology Co., Ltd (PRC) ("AiXinZhonghong")






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Results of Operations



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



                                                       Three Months Ended March 31,
                                                   2021                             2020
                                           $          % of Revenue          $          % of Revenue
Revenue                                $  698,158               100 %   $  611,163               100 %
Cost of goods sold                        135,659                19 %       25,448                 4 %
Gross profit                              562,499                81 %      585,715                96 %
Operating expenses                        340,329                49 %      337,481                55 %
Income from operations                    222,170                32 %      248,234                41 %

Non-operating income (expenses), net         (468 )               - %      

   (17 )               - %
Income tax expense                              -                 - %            -                 - %
Net income                             $  221,702                32 %   $  248,217                41 %




Revenue



Revenue was $698,158 in the first quarter of 2021, compared to $611,163 in the
same period of 2020, an increase of $86,995 or 14%. The increase in revenue was
primarily due to the increase in products sales which grew to $203,294 in the
first quarter of 2021 compared to $61,234 in the same period of 2020 as a result
of introducing a new product into the Company's product mix. A decrease in
advertising revenue in the first quarter of 2021 partly offset the increase

in
product revenues.



Cost of Goods Sold



Cost of goods sold was $135,659 in the first quarter of 2021, compared to
$25,448 in the same period of 2020, an increase of $110,211 or 433%. The
increase in our cost of goods sold is attributable to the increase in product
sales. The cost of goods sold as a percentage of revenue was 19% in the first
quarter of 2021, compared to 4% in the same period of 2020, The cost of goods
sold as a percentage of product sales in the first quarter of 2021 was higher
than that in the same period of 2020 due to the higher sales volume of lower
margin products in 2021. The advertising and marketing services we provide do
not require that we purchase products and thus have no cost of goods.



Gross Profit



Gross profit was $562,499 in the first quarter of 2021, compared to $585,715 in
the same period of 2020, a decrease of $23,216 or 4%. The decrease in our gross
profit was mainly due to the increase in cost of goods sold and a decrease in
advertising revenue, partly offset by the higher revenue from product sales.
Gross margin was 81% in the first quarter of 2021, compared to 96% in the same
period of 2020 as a result of the shift from advertising revenues to product
sales and more sales from certain lower margin products.



Operating Expenses



Operating expenses were $340,329 and $337,481 for the first quarter of 2021 and
2020, respectively, relatively flat. Increases in general and administrative
expenses were offset by the decrease in selling expense and provision for bad
debt.



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Net Income



Our net income for the first quarter of 2021 was $221,702 compared to $248,217
in the same period of 2020, a decrease of $26,515 or 11%. The decrease in the
first quarter of 2021 was mainly due to the lower gross profit explained above.



Liquidity and Capital Resources





During 2018, 2019 and 2020, we depended upon advances from our major shareholder
and capital raised in private placements to support our operations. During the
first quarter of 2021, we generated $141,844 from operations. As of March 31,
2021, cash and cash equivalents were $7,638,444, compared to $7,676,689 as of
December 31, 2020. At March 31, 2021, we had working capital of $7,078,648
compared to $6,753,486 at December 31, 2020. The improvement in our working
capital was mainly due to the positive cash flow generated from operations.



The following is a summary of cash provided by or used in each of the indicated
types of activities during the quarters ended March 31, 2021 and 2020,
respectively.



                                                      March 31,      March 31,
                                                         2021           2020
Net cash provided by operating activities             $  141,844     $  

382,068

Net cash provided by (used in) investing activities $ - $

-


Net cash used in financing activities                 $ (148,771 )   $ (367,748 )

Net cash provided by (used in) operating activities





For the quarter ended March 31, 2020, net cash provided by operating activities
was $141,844. This was primarily due to our net income of $221,702, adjusted by
non-cash related expenses including depreciation of $7,225 and stock-based
compensation of $92,885, and then decreased by unfavorable changes in working
capital of $179,968. The unfavorable changes in working capital mainly resulted
from an increase in inventory of $102,826 and a decrease in taxes payable of
$73,290.



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



Net cash provided by (used in) financing activities

For the quarter ended March 31, 2021, net cash used in financing activities were net repayments to advances from related parties of $148,771.

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





Impact of Inflation


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





Contractual Obligations


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





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Off-Balance Sheet Arrangements





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



Contingencies



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



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



Significant Accounting Policies


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



Basis of Presentation



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



Covid - 19



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



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



Financial impacts related to COVID-19, including actions taken by us and costs
incurred in response to the pandemic, were not material to our financial
position, results of operations or cash flows for year 2020, though they did
adversely impact our product sales. We have implemented procedures to promote
employee and customer safety. These measures will not significantly increase our
operating costs. In addition, we cannot predict with certainty what measures may
be taken by our suppliers and customers and the impact these measures may have
on our 2021 financial position, results of operations or cash flows.



  25







While we continue to operate substantially in the normal course, we cannot
forecast with any certainty whether and to what degree the disruptions caused by
the COVID-19 pandemic will increase, or the extent to which the disruption may
materially impact our consolidated financial position, consolidated results of
operations, and consolidated cash flows in fiscal 2021.



Use of Estimates



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



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



Accounts Receivable



The Company maintains an allowance for potential credit losses on accounts
receivable. Management reviews the composition of accounts receivable and
analyzes historical bad debts, customer concentrations, customer credit
worthiness, current economic trends and changes in customer payment patterns to
evaluate the adequacy of these reserves. During the quarters ended in March 31,
2021 and 2020, bad debt expense was $0 and $12,528, respectively. As of March
31, 2021, and December 31, 2020, the bad debt allowance was $147,912 and
$148,520, respectively.



Revenue Recognition



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


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

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


        enforceable;




  ? identification of performance obligation in the respective contract;



? determination of the transaction price for each performance obligation in


        the respective contract;




  ? allocation of the transaction price to each performance obligation; and



? recognition of revenue only when the Company satisfies each performance


        obligation.




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





    ?   Revenue from sale of goods is recognized when goods are shipped to the

customer and no other obligation exits. The Company does not provide

unconditional return or other concessions to the customer. The Company's


        sales policy allows for the return of unopened products for cash after
        deducting certain service and transaction fees. As an alternative to the
        product return option, the customers have the option of asking for an
    ?   exchange for products with the same value.

As part of the Company's sales incentive program, the Company occasionally


        provides free travel to its customers whose prepayments to purchase the
        Company's products reaches a certain amount. There are different travel

incentives offered to customers based on the amount the received from each


        customer. The Company records the to-be-provided free travel cost when
        cash is collected from customers as a debit deferred travel cost with

corresponding credit to accrued travel cost. Once the customer utilizes

the travel incentive, the cost of travel is recorded as selling expenses


        and reduces deferred travel cost.




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

an
agent for the government.



Commencing in the third quarter of 2019, we generated revenue by providing
advertising services. Advertising contracts are signed to establish the price
and advertising services to be provided. Pursuant to the advertising contracts,
we provide advertising and marketing services through exhibition events,
conferences, and person-to-person marketing. We perform a credit assessment of
the customer to assess the collectability of the contract price prior to
entering into contracts. Most of the advertisement contracts designated that the
Company perform such advertising services to its clients through exhibition
events, conferences, and person-to-person marketing during the contracted
period, regardless of the number of such events. As such, we estimate that the
performance obligation is satisfied over time during the contracted period and
revenue is recognized accordingly



Foreign Currency Translation and Comprehensive Income (Loss)





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



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



We use FASB ASC Topic 220, "Comprehensive Income". Comprehensive income (loss)
is comprised of net income (loss) and all changes to the statements of
stockholders' equity, except those due to investments by stockholders, changes
in paid-in capital and distributions to stockholders. Comprehensive loss for
quarters ended March 31, 2021 and 2020 consisted of net loss and foreign
currency translation adjustments.



New Accounting Pronouncements



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



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