Forward-Looking Statements

Certain statements made in this quarterly report on Form 10-Q are "forward-looking statements" (within the meaning of the Private Securities Litigation Reform Act of 1995) in regard to the plans and objectives of management for future operations. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of the registrant to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. The Company's plans and objectives are based, in part, on assumptions involving the continued expansion of business. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the Company. Although the Company believes its assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance the forward-looking statements included in this quarterly report will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the registrant or any other person that the objectives and plans of the registrant will be achieved.

Substantial risks exist with respect to an investment in the Company. These risks include but are not limited to, those factors discussed in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 30, 2021. More broadly, these factors include, but are not limited to:





  • We have limited operating history and limited business growth;




  • The efficacy of our blood screening process;




    •   We may face product liability claims and we have no insurance to cover
        such claims; and




    •   There are risks associated with our business operations in Malaysia,
        including enforcing judgements against our operating subsidiary and
        management.



The results of operations for BioNexus described below have been adversely impacted by the onset of the Covid-19 pandemic, which commenced in late December 2019 in Malaysia. We believe that most people are reluctant to visit hospitals and clinics for fear of transmission from other patients or medical staff. Since our RNA screening is administered at hospitals and clinics, our business has been adversely affected as a result. Furthermore, on March 18, 2020, the Malaysian government had declared Movement Control Order for the entire nation which restricted movement of all people except for those who were working for essential services. This order has been extended to June 7, 2021.






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Description of Business


We have two operating subsidiaries located in Malaysia, Bionexus Gene Lab Sdn. Bhd. ("Bionexus Malaysia") and Chemrex Corporation Sdn. Bhd. ("Chemrex").

BioNexus Malaysia is an emerging molecular diagnostics company focused on the application of functional genomics to enable early diagnosis and personalized health management. It was incorporated in the State of Wyoming on May 12, 2017. On August 23, 2017, we acquired all of the outstanding capital stock of BioNexus Malaysia, which was incorporated in Malaysia on April 7, 2015. BioNexus Malaysia owns algorithm software, technology and know-how related to the detection of common diseases through blood analysis which we use in our business.

Our corporate and principal office address of BioNexus Malaysia is Unit 02, Level 10, Tower B, Avenue 3, The Vertical Business Suite II, Bangar South, No. 8 Jalan Kerinchi, Kuala Lumpur, Malaysia., our lab is located at Lab 353, Chemical Science Centre, University Science Malaysia, George Town, Penang, Malaysia. We also have a blood collection center located at 1st floor, Lifecare Medical Centre, Kuala Lumpur, Malaysia. Our telephone number is (+60) 1221-26512 and our web-site is www.bionexusgenelab.com.

Chemrex is a wholesaler of industrial chemicals for the manufacture of industrial, medical, appliance, aero, automotive, mechanical and electronic industries in Asia Pacific region. On December 31, 2020, we acquired all of the outstanding capital stock of Chemrex, which was incorporated in Malaysia on September 29, 2004.

Chemrex's corporate offices and distribution and storage center is located at 4 Jalan CJ 1/6 Kawasan Perusahaan Cheras Jaya, Selangor, Malaysia. Its phone number is (+60) 1922-23815 and web-site is www.chemrex.com.my.

Our corporate structure is depicted below:





                               [[Image Removed]]




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                            BIONEXUS GENE LAB CORP.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                   FOR THE THREE MONTHS ENDED MARCH 31, 2021

             (Currency expressed in United States Dollars ("US$"))

                                  (Unaudited)



Results of Operations



The following table sets forth key selected financial data for the three months ended March 31, 2021 and 2020.





                                   Three months ended
                                        March 31,
                                  2021             2020

REVENUE                       $  3,449,159     $  3,070,026

COST OF REVENUE                 (2,866,594 )     (2,414,719 )

GROSS PROFIT                       590,235          655,307

OTHER INCOME                        62,388          746,641

OPERATING EXPENSES
General and administrative        (302,851 )       (328,418 )

PROFIT FROM OPERATIONS             349,102        1,073,530

FINANCE COSTS                       (3,358 )         (3,026 )

PROFIT BEFORE TAX                  338,744        1,070,504

Tax expense                              -             (860 )

NET PROFIT                    $    338,744     $  1,069,644

Other comprehensive income:
Foreign currency loss             (208,468 )       (294,696 )

COMPREHENSIVE INCOME          $    130,276     $    774,948

Revenues. For the quarterly period ended March 31, 2021, we had revenue of $3,449,159 as compared to revenues of $3,070,026 for the quarterly period ended March 31, 2020, an increase of approximately 12% from the prior period. For the current quarterly period, Chemrex contributed 97% of total revenues compared to its contribution of 100% of total revenues for the quarterly period last year. Chemrex's revenues increased from $3,070,026 in the prior quarter to $3,449,159 for the current quarter, an increase of 12.3%. The increase was due to the easing of the governmental movement control restrictions during the current periods allowing business sectors to resume operations. BioNexus had revenues of $97,363 for the current quarter compared with no revenues from the same quarterly period last year. BioNexus' revenues for the current quarter resulted from sale of its cancers screening services to clinics and hospitals as the governmental movement control restrictions eased during the current quarter.






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Cost of revenues. For the quarterly period ended March 31, 2021, we incurred $2,866,594 in cost of revenues, as compared to $2,414,719 for the quarterly period ended March 31, 2020, an increase of approximately 18.7%. Of the total cost of revenues for the current period, Chemrex had incurred 98% of the total compared with the same period last year wherein Chemrex had incurred 99% of the total. The decrease in Chemrex's cost of revenues for the current period was due to its increased revenues for the current period. The increase in BioNexus' cost of revenues for the current period was due to its testing on blood samples of the heart attack patient with National Heart Centre (IJN) and the testing of newly bought Covid-19 screening kits which were imported from China and Korea.

Other Income. For the quarterly period ended March 31, 2021, we had other income of $62,388, as compared to $746,641 for the quarterly period ended March 31, 2020, a 1097% reduction from the prior quarterly period due gain on disposal of property $706,953 in the same quarter last year. We did not have a similar gain during the current quarterly period.

Operating Expenses. For the quarterly period ended March 31, 2021, we had an operating expense of $302,851 as compared to operating expenses of $328,418 for the quarterly period ended March 31, 2020, a decrease of approximately 8.4%. Operating expenses consists of general and administrative expenses which includes depreciation of fixed assets, employee compensation and benefits, professional fees and marketing and travel expenses. The decrease for the current quarterly period reflects the reduction of travel and marketing expenses which were replaced by video conferencing.

Profit from operations. We had a profit from operations of $342,102 quarterly period ended March 31, 2021 compared with a profit of $1,073,530 for the quarterly period ended March 31, 2020 for the reasons discussed above.

Income tax expense. For the quarterly period ended March 31, 2021, we had no income tax expense for the period as compared with $860 for the quarterly period ended March 31, 2020.

LIQUIDITY AND CAPITAL RESOURCES

As of March 31, 2021, we had working capital of $4,527,642 compared with working capital of $4,611,896 as of December 31, 2020. The decrease in working capital as of March 31, 2021 from December 31, 2020 is due principally to the reduction in cash used in our operations.






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Our primary uses of cash have been for operations. The main sources of cash have been from operational revenues and the private placement of our common stock. The following trends are reasonably likely to result in a material decrease in our liquidity over the near to long term:





    ·   Addition of administrative and marketing personnel as the business grows,

    ·   Development of a Company website,

    ·   Increases in advertising and marketing in order to attempt to generate
        more revenues, and

    ·   The cost of being a public company.



The Company believes that cash flow from operations together will be sufficient to sustain its current level of operations for at least the next 12 months of operations.





The following is a summary of the Company's cash flows provided by (used in)
operating, investing, and financing activities for the three months ended March
31, 2021 and 2020:



                                                               Three months ended
                                                                   March 31,
                                                              2021           2020
Foreign currency translation adjustment                      (124,085 )      (190,829 )

Net Cash Generated from/(Used in) Operating Activities $ 115,428 $ (977,348 ) Net Cash /(Used in )/Generated from Investing Activities (295,826 ) 1,712,247 Net Cash Used in Financing Activities

                          (8,550 )        (6,399 )
Net Change in Cash and Cash Equivalents                    $ (313,033 )   $   537,671




Operating Activities


During the three months ended March 31, 2021, the Company incurred a net profit of $338,744 which, after adjusting for amortization, depreciation, dividend income, fair value on investment, an increase in inventories, a reduction in trade receivables and deposits, a substantial reduction in trade payables, operating lease liabilities, resulted in net cash of $115,428 being generated from operating activities during the period. By comparison, during the three months ended March 31, 2020, the Company had a net profit of $1,069,644 which, after adjusting for amortization, depreciation, dividend income, gain on disposal of property, plant and equipment, a decrease in inventories, an increase in receivables and deposits, a substantial reduction in trade payables, operating lease liabilities, resulted in net cash of $977,348 being used in operating activities during the period.





Investing Activities


During the three months ended March 31, 2021, the Company had net cash of $295,826 used in investment activities. During the three months ended March 31, 2020, the Company had net cash from acquisition of business under common control and disposed of property, plant and equipment of $1,467,865, resulting in net cash generated from investment activities of $1,712,247.





Financing Activities


During the three months ended March 31, 2021, the Company a repayment of a finance lease resulting in net cash used in financing activities of $8,550. By comparison, during the three months ended March 31, 2020, the financing activities of $6,399.






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Summary of Significant Accounting Policies.





• Basis of presentation



These accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America ("US GAAP").





• Basis of consolidation




The condensed consolidated financial statements include the accounts of Bionexus Gene Lab Corp. and its subsidiaries. All significant inter-company balances and transactions within the Company have been eliminated upon consolidation.





• Use of estimates



In preparing these financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheets and revenues and expenses during the years reported. Actual results may differ from these estimates.

• Cash and cash equivalents

Cash and cash equivalents represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments.





• Plant and equipment




Plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on the straight-line basis to write off the cost over the following expected useful lives of the assets concerned. The principal annual rates used are as follows:





Categories                   Principal Annual Rates
Air conditioner                       20%
Buildings                              2%
Computer and software                 33%
Equipment                             20%
Furniture and fittings             10% to 20%
Lab Equipment                         10%
Motor vehicle                      10% to 20%
Office equipment                      20%
Renovation                         10% to 20%
Signboard                             10%



Fully depreciated plant and equipment are retained in the financial statements until they are no longer in use.






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• Trade receivables



Trade receivables are recorded at the invoiced amount and do not bear interest. Management reviews the adequacy of the allowance for doubtful accounts on an ongoing basis, using historical collection trends and aging of receivables. Management also periodically evaluates individual customer's financial condition, credit history, and the current economic conditions to make adjustments in the allowance when it is considered necessary. Trade balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.





• Inventories



Inventories consisting of products available for sell, are stated at the lower of cost or market value. Cost of inventory is determined using the first-in, first-out (FIFO) method. Inventory reserve is recorded to write down the cost of inventory to the estimated market value due to slow-moving merchandise and damaged goods, which is dependent upon factors such as historical and forecasted consumer demand, and promotional environment. The Company takes ownership, risks and rewards of the products purchased. Write downs are recorded in cost of revenues in the Condensed Statements of Operations and Comprehensive Income.

• Impairment of long-lived assets

Long-lived assets primarily include goodwill, intangible assets and property, plant and equipment. In accordance with the provision of ASC Topic 360, "Impairment or Disposal of Long-Lived Assets", the Company generally conducts its annual impairment evaluation to its long-lived assets, usually in the fourth quarter of each fiscal year, or more frequently if indicators of impairment exist, such as a significant sustained change in the business climate. The recoverability of long-lived assets is measured at the lowest level group. If the total of the expected undiscounted future net cash flows is less than the carrying amount of the asset, a loss is recognized for the difference between the fair value and carrying amount of the asset. There has been no impairment charge for the years presented.





• Finance lease



Leases that transfer substantially all the rewards and risks of ownership to the lessee, other than legal title, are accounted for as finance leases. Substantially all of the risks or benefits of ownership are deemed to have been transferred if any one of the four criteria is met: (i) transfer of ownership to the lessee at the end of the lease term, (ii) the lease containing a bargain purchase option, (iii) the lease term exceeding 75% of the estimated economic life of the leased asset, (iv) the present value of the minimum lease payments exceeding 90% of the fair value. At the inception of a finance lease, the Company as the lessee records an asset and an obligation at an amount equal to the present value of the minimum lease payments. The leased asset is amortized over the shorter of the lease term or its estimated useful life if title does not transfer to the Company, while the leased asset is depreciated in accordance with the Company's depreciation policy if the title is to eventually transfer to the Company. The periodic rent payments made during the lease term are allocated between a reduction in the obligation and interest element using the effective interest method in accordance with the provisions of ASC Topic 835-30, "Imputation of Interest".






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• Revenue recognition




Revenue recognized when it is probable that the economic benefits associated with the transaction will flow to the enterprise and the amount of the revenue can be measured reliably. Revenue is measured at the fair value of consideration received or receivable.





  a. Sales of goods or rendering of services



An entity shall recognize revenue associated with the transaction by reference to the stage of completion of the transaction at the end of the reporting period. The outcome of a transaction can be estimated reliably when all the following conditions are satisfied: -





  i. The amount of revenue can be measured reliably;




       ii. It is probable that the economic benefits associated with the
           transaction will flow to the entity;




       iii. The stage of completion of the transaction at the end of the reporting
            period can be measured reliably; and




       iv. The costs incurred for the transaction and the costs to complete the
           transaction can be measured reliably.




  b. Interest income



Interest is recognized on receipt basis.





• Cost of revenues



Cost of revenue includes the purchase cost of retail goods for re-sale to customers and packing materials (such as boxes). It excludes purchasing and receiving costs, inspection costs, warehousing costs, internal transfer costs and other costs of distribution network in cost of revenues.

• Shipping and handling fees

Shipping and handling fees, if billed to customers, are included in revenue. Shipping ang handling fees associated with inbound and outbound freight are expensed as incurred and included in selling and distribution expenses.





• Comprehensive income



ASC Topic 220, "Comprehensive Income" establishes standards for reporting and display of comprehensive income, its components and accumulated balances. Comprehensive income as defined includes all changes in equity during a period from non-owner sources. Accumulated other comprehensive income, as presented in the accompanying statements of stockholders' equity consists of changes in unrealized gains and losses on foreign currency translation and cumulative net change in the fair value of available-for-sale investments held at the balance sheet date. This comprehensive income is not included in the computation of income tax expense or benefit.






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• Income tax expense



Income taxes are determined in accordance with the provisions of ASC Topic 740, "Income Taxes" ("ASC Topic 740"). Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclosed in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax; the present value of the minimum lease payments. The leased asset is amortized over the shorter of the lease term or its estimated useful life if title does not transfer to the Company, while the leased asset is depreciated in accordance with the Company's depreciation policy if the title is to eventually transfer to the Company. The periodic rent payments made during the lease term are allocated between a reduction in the obligation and interest element using the effective interest method in accordance with the provisions of ASC Topic 835-30, "Imputation of Interest".

Translation of amounts from the local currency of the Company into US$1 has been made at the following exchange rates for the respective years:





                                                        March 31,        December 31,
                                                          2021               2020

Year-end US$1 : MYR exchange rate                            4.1460             4.0170

                                                       January 1,         January 1,
                                                      2021 to March     2020 to March
                                                        31, 2021           31, 2020

3 months average US$1 : MYR exchange rate                    4.0678             4.1820




• Related parties



Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence.

• Fair value of financial instruments

The carrying value of the Company's financial instruments: cash and cash equivalents, trade receivable, deposits and other receivables, amount due to related parties and other payables approximate at their fair values because of the short-term nature of these financial instruments.






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The Company also follows the guidance of the ASC Topic 820-10, "Fair Value Measurements and Disclosures" ("ASC 820-10"), with respect to financial assets and liabilities that are measured at fair value. ASC 820-10 establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows:

· Level 1: Observable inputs such as quoted prices in active markets; · Level 2: Inputs, other than the quoted prices in active markets, that are


    observable either directly or indirectly; and
·   Level 3: Unobservable inputs in which there is little or no market data,
    which require the reporting entity to develop its own assumptions



As of March 31, 2021, and December 31, 2020, the Company did not have any nonfinancial assets and liabilities that are recognized or disclosed at fair value in the financial statements, at least annually, on a recurring basis, nor did the Company have any assets or liabilities measured at fair value on a non-recurring basis.

• Recent accounting pronouncements

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.

Off Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.





Contractual Obligations



None.

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