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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For The Quarterly Period Ended June 30, 2021

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 333-226885

BIOPLUS LIFE CORPORATION

(Exact name of registrant issuer as specified in its charter)

Nevada

30-0987011

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

No 9 & 10, Jalan P4/8B, Bandar Teknologi Kajang,

Semenyih, Selangor D.E., Malaysia 43500

(Address of principal executive offices)(zip code)

Issuer’s telephone number: +60 3 8703 2020

(Registrant’s telephone number, including area codes)

Securities registered pursuant to Section 12(b) of the Act: None

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 ☐ NO ☒

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding twelve months (or shorter period that the registrant was required to submit and post such files).

YES ☐ NO ☒

Large accelerated filer ☐		Accelerated filer ☐
Non-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 13(a) of the Exchange Act. ☐

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

Yes ☐ No ☒

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Yes ☐ No ☐

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class		Outstanding at November 17, 2022
Common Stock, $.0001 par value		362,272,347

TABLE OF CONTENTS

		Page
PART I	FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS:	F-1
	Condensed Consolidated Balance Sheets as of June 30, 2021 (unaudited) and December 31, 2020 (audited)	F-2
	Condensed Consolidated Statements of Operations and Comprehensive Income for the Six Months Ended June 30, 2021 and 2020 (unaudited)	F-3
	Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Six Months Ended June 30, 2021 and 2020 (unaudited)	F-4
	Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2021 and 2020 (unaudited)	F-5
	Notes to the Unaudited Condensed Financial Statements	F-6 - F-17
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	3
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	9
ITEM 4.	CONTROLS AND PROCEDURES	9
PART II	OTHER INFORMATION
ITEM 1	LEGAL PROCEEDINGS	10
ITEM 2	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	10
ITEM 3	DEFAULTS UPON SENIOR SECURITIES	11
ITEM 4	MINE SAFETY DISCLOSURES	11
ITEM 5	OTHER INFORMATION	11
ITEM 6	EXHIBITS	11
	SIGNATURES	12

PART I FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS:

BIOPLUS LIFE CORP.

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

		Page
Condensed Consolidated Financial Statements

Condensed Consolidated Balance Sheet as of June 30, 2021 (unaudited) and December 31, 2020 (audited)		F-2
Condensed Consolidated Statements of Operations and Comprehensive Income for the Six Months Ended June 30, 2021 and 2020 (unaudited)		F-3
Condensed Consolidated Statement of Changes in Stockholders’ Equity for the Six Months Ended June 30, 2021 and 2020 (unaudited)		F-4
Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2021 and 2020 (unaudited)		F-5
Notes to the Unaudited Condensed Financial Statements		F-6 - F-17

F-1

BIOPLUS LIFE CORP.

CONSOLIDATED BALANCE SHEETS

(Amount expressed in United States Dollars (“US$”), except for number of shares)

	Note	June 30, 2021			December 31, 2020
		As of
	Note	June 30, 2021			December 31, 2020
		(Unaudited)			(Audited)
ASSETS
Current assets:
Cash and bank balances		$	283,982		$	398,974
Account receivables			366,497			552,616
Amount due from related parties	3		32,552			28,724
Inventories	4		430,854			374,330
Other receivables, deposits and prepayments	5		107,822			41,680
Tax recoverable			3,511			-
Total current assets			1,225,218			1,396,324

Non-current assets:
Property, plant and equipment, net	6		2,251,257			2,331,335
Operating lease right of use assets, net	10		37,542			41,527
Intangible asset	7		686			-
Total non-current assets			2,289,485			2,372,862
TOTAL ASSETS		$	3,514,703		$	3,769,186

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Account payables		$	340,533		$	364,324
Obligation under finance lease	8		38,989			33,817
Bank borrowings	9		52,711			54,567
Operating lease liability	10		5,358			5,399
Other payables and accrued liabilities	11		455,743			587,923
Provision for taxation			-			38,675
Amount due to directors	12		2,890			3,124
Total current liabilities			896,224			1,087,829

Non-current liabilities:
Obligation under finance lease	8		75,909			81,981
Bank borrowings	9		527,687			561,195
Operating lease liability	10		32,184			36,128
Deferred taxation			19,954			20,657
Total non-current liabilities			655,734			699,961
TOTAL LIABILITIES		$	1,551,958		$	1,787,790

Stockholders’ equity:
Common stock, par value $0.0001: 362,905,561 and 362,905,561 shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively	14	$	36,291		$	36,291
Additional paid in capital			1,899,558			1,986,939
Accumulated profit/(loss)			138,786			(2,356	)
Accumulated other comprehensive loss			(111,890	)		(39,478	)
Total stockholders’ equity			1,962,745			1,981,396

TOTAL LIABILITIES AND STOCKHOLDERS EQUITY		$	3,514,703		$	3,769,186

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

F-2

BIOPLUS LIFE CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(Amount expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

	Note	2021			2020			2021			2020
		Six months ended June 30,						Three months ended June 30,
	Note	2021			2020			2021			2020

Revenues, net		$	1,281,422		$	1,460,200		$	593,912		$	806,223

Cost of revenues			(639,949	)		(833,877	)		(289,564	)		(472,261	)

Gross profit			641,473			626,323			304,348			333,962

Other income	16		8,091			1,599			937			1,368

Operating expenses:
General and operating expenses			(492,090	)		(439,489	)		(247,614	)		(164,504	)
Finance cost			(16,332	)		(9,738	)		(8,178	)		(350	)

Total expenses			(508,422	)		(449,227	)		(255,792	)		(164,854	)

Profit before income tax			141,142			178,695			49,493			170,476

Income tax expense	13		-			-			-			-

NET PROFIT		$	141,142		$	178,695		$	49,493		$	170,476

Other comprehensive (loss)/income:
-Foreign currency translation (loss)/gain			(72,412	)		(68,139	)		1,899			18,931

TOTAL COMPREHENSIVE INCOME		$	68,730		$	110,556		$	51,392		$	189,407

Earnings per share		$	0.00		$	0.00		$	0.00		$	0.00

Weighted average number of common shares outstanding -Basic and diluted			362,905,561			362,312,155			362,905,561			362,312,155

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

F-3

BIOPLUS LIFE CORP.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

AS OF JUNE 30, 2021

(Amount expressed in United States Dollars (“US$))

	Number of shares		Amount		paid in capital			Profit / (Loss)			Comprehensive Loss			Stockholders’ equity
											Accumulated
	Common stock				Additional			Accumulated			Other			Total
	Number of shares		Amount		paid in capital			Profit / (Loss)			Comprehensive Loss			Stockholders’ equity
Balance as of January 1, 2021		362,905,561		36,291		1,986,939			(2,356	)		(39,478	)		1,981,396
Transaction with owners		-		-		(46,354	)		-			-			(46,354	)
Net profit for the period		-		-		-			91,649			-			91,649
Foreign currency translation loss		-		-		-			-			(74,311	)		(74,311	)
Balance as of March 31, 2021		362,905,561		36,291		1,940,585			89,293			(113,789	)		1,952,380
Transaction with owners		-		-		(41,027	)		-			-			(41,027	)
Net profit for the period		-		-		-			49,493			-			49,493
Foreign currency translation profit		-		-		-			-			1,899			1,899
Balance as of June 30, 2021		362,905,561		36,291		1,899,558			138,786			(111,890	)		1,962,745

Balance as of January 1, 2020		359,305,561		35,931		1,998,870			(216,550	)		(82,009	)		1,736,242
Common stock issued		3,600,000		360		-			-			-			360
Net profit for the period		-		-		-			8,219			-			8,219
Foreign currency translation loss		-		-		-			-			(87,070	)		(87,070	)
Balance as of March 31, 2020		362,905,561		36,291		1,998,870			(208,331	)		(169,079	)		1,657,751
Net profit for the period		-		-		-			170,476			-			170,476
Foreign currency translation profit		-		-		-			-			18,931			18,931
Foreign currency translation profit (loss)		-		-		-			-			18,931			18,931
Balance as of June 30, 2020		362,905,561		36,291		1,998,870			(37,855	)		(150,148	)		1,847,158

See accompanying notes to the condensed consolidated financial statements.

F-4

BIOPLUS LIFE CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amount expressed in United States Dollars (“US$))

(Unaudited)

	2021			2020
	Six months ended June 30,
	2021			2020
Cash flows from operating activities:
Net profit	$	141,142		$	178,695

Adjustments to reconcile net profit to net cash generated from operating activities:
Bad debt written off		2,673			-
Amortisation of right of use assets		2,588			-
Interest expenses		16,210			9,738
Depreciation of property, plant and equipment		68,547			58,564
Operating profit before working capital changes		231,160			246,997

Changes in operating assets and liabilities:
Inventories		(69,256	)		80,204
Account receivables		164,666			(263,787	)
Other receivables, deposits and prepayments		(67,533	)		35,858
Amount due from related parties		(4,805	)		(10,040	)
Amount due from directors		(127	)		1,412
Account payable		(11,399	)		63,908
Other payables and accrued liabilities		(117,225	)		124,778
Change in lease liabilities		(3,102	)		-
Cash generated from operations		122,379			279,330
Tax refunded		-			-
Tax paid		(41,122	)		(31,612	)
Net cash generated from operating activities		81,257			247,718

Cash flows from investing activities:
Purchase of property, plant and equipment		(68,031	)		(40,553	)
Purchase of investment		(87,786	)		-
Net cash used in investing activities		(155,817	)		(40,553	)

Cash flows from financing activities:
Proceed from issued shares		-			360
Interest expenses		(15,696	)		(9,738	)
Repayment of term loan borrowing		(14,420	)		(6,958	)
Drawdown of hire purchase borrowing		19,257			-
Repayment of hire purchase borrowing		(16,219	)		(8,766	)
Net cash used in financing activities		(27,078	)		(25,102	)

Foreign currency translation adjustment		(13,354	)		10,857

NET CHANGE IN CASH AND CASH EQUIVALENTS		(114,992	)		192,920

CASH AND CASH EQUIVALENTS, BEGINNING OF FINANCIAL PERIOD		398,974			69,220

CASH AND CASH EQUIVALENTS, END OF FINANCIAL PERIOD	$	283,982			262,140

CASH AND CASH EQUIVALENTS INFORMATION:
Cash and bank balance	$	283,982		$	262,140
Cash and cash equivalents, end of financial period		283,982			262,140

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

F-5

BIOPLUS LIFE CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENT

JUNE 30, 2021

NOTE 1- ORGANIZATION AND BUSINESS BACKGROUND

Bioplus Life Corp., a Nevada corporation (“the Company”) was incorporated under the laws of the State of Nevada on April 13, 2017. For purposes of financial statements presentation, Bioplus Life Corp. and its subsidiaries are herein referred to as “the Company” or “We”.

We have historically conducted our business through Bio Life Neutraceuticals Sdn Bhd, a private limited liability company, incorporated in Malaysia. Bioplus Life Corp. (US), incorporated in United State of Nevada, is an investment holding company with 100% equity interest in Bioplus Life Corp. (Labuan), a company incorporated in Labuan, which subsequent hold 100% equity interest in Bioplus Life International Holdings Limited, a company incorporated in Hong Kong, which subsequent hold 99.8% equity interest in Bio Life Holdings Berhad, a company incorporated in Malaysia, which subsequent hold 100% equity interest in Bio Life Neutraceuticals Sdn Bhd. On December 31, 2017, Bioplus Life Corp was organized to be holding company parent to, and succeed to the operations of, Bioplus Life Corp. (Labuan), Bioplus Life International Holdings Ltd, Bio Life Holdings Berhad and Bio Life Neutraceuticals Sdn Bhd.

During the previous financial year, the group disposed off and de-registered its subsidiaries namely Bioplus Life International Holdings Ltd. and Bio Life Neutraceuticals (Shenzhen) Pty Ltd. on August 5, 2020 and September 4, 2020, respectively.

The Company, through its subsidiaries mainly an investment holding and supplies high quality health products. Details of the Company’s subsidiaries:

SCHEDULE OF SUBSIDIARIES DETAILS

No	Company Name	Place/Date of Incorporation	Particulars of Issued Capital	Principal Activities
1	Bioplus Life Corp. (Labuan)	Malaysia, Labuan May 19, 2017	100 shares of ordinary shares of US$1 each	Investment Holding

2	Bioplus Life International Holdings Ltd (1)	Hong Kong June 20,2017	1 shares of ordinary shares of HK$1 each	Investment Holding

3	Bio Life Holdings Berhad	Malaysia May 19, 2016	107,992 shares of ordinary shares of RM1 each	Investment Holding

4	Bio Life Neutraceuticals Sdn Bhd	Malaysia, Selangor August 27, 2009	5,456,207 shares of ordinary shares of RM1 each	Trading of Consumer Products

5	Bio Life Neutraceuticals (Shenzhen) Pty Ltd. (2)	Shenzhen October 10,2017	500,000 shares of ordinary shares of RMB1 each	Trading of Healthy Supplement and Cosmetic Products

(1)	Bioplus Life International Holdings Ltd. was officially disposed off by the Group on August 5, 2020 at a consideration of USD 17,504. The restructuring results in gain on disposal of subsidiary as disclosed in Consolidated Statements of Operations and Comprehensive Income/(Loss).

(2)	Bio Life Neutraceuticals (Shenzhen) Pty Ltd. was being officially de-registered in Shenzhen on September 4, 2020.

2. 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

In this Quarterly Report, “the Company,” “us” or “we” refer to the consolidated entity, including its subsidiaries and affiliates. The terms refer only to the publicly held holding company, The Bioplus Life Corporation, excluding its subsidiaries and affiliates. Furthermore, in which the Company has a variable interest have been consolidated where the Company is the primary beneficiary. All intercompany transactions and balances have been eliminated in consolidation.

F-6

● 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 periods 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.

● Property, plant and equipment

Property and 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/Expected Useful Life
Computer hardware		20	%
Furniture & fittings		10	%
Handphone		20	%
Landscape		20	%
Leasehold land and building		99 years
Machinery		10	%
Motor vehicle		20	%
Office equipment		10	%
Renovation		20	%
Signboard		10	%
Tools and equipment		10	%
Kitchen utensils		10	%

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

● Intangible assets

Intangible assets are stated at cost less accumulated amortization. Intangible assets represented the registration costs of trademarks, which are amortized on a straight-line basis over a useful life.

The Company follows ASC Topic 350 in accounting for intangible assets, which requires impairment losses to be recorded when indicators of impairment are present and the undiscounted cash flows estimated to be generated by the assets are less than the assets’ carrying amounts. There was no impairment losses recorded on intangible assets for the period ended June 30, 2021.

● 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 Consolidated Statements of Operations and Comprehensive Income.

● Revenue recognition

Revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:

	●	identify the contract with a customer;
	●	identify the performance obligations in the contract;
	●	determine the transaction price;
	●	allocate the transaction price to performance obligations in the contract; and
	●	recognize revenue as the performance obligation is satisfied.

F-7

● 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 and 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.

● 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 authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.

The Company conducts major businesses in Malaysia and is subject to tax in their own jurisdictions. As a result of its business activities, the Company will file separate tax returns that are subject to examination by the foreign tax authorities.

● Foreign currencies translation

Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the statement of operations.

The functional currency of the Company is the United States Dollars (“US$”) and the accompanying financial statements have been expressed in US$. In addition, the Company maintains its books and record in a local currency, Malaysian Ringgit (“MYR” or “RM”), which is functional currency as being the primary currency of the economic environment in which the entity operates.

In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not US$ are translated into US$, in accordance with ASC Topic 830-30, “Translation of Financial Statement”, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of foreign subsidiary are recorded as a separate component of accumulated other comprehensive income.

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

SCHEDULE OF EXCHANGE RATES


	As of and for the six-month ended June 30,
	2021		2020
Period-end MYR: US$1 exchange rate		4.1289		4.3232
Period average MYR: US$1 exchange rate		4.1543		4.2800
Period-end US$1: RMB exchange rate		-		0.1412
Period average US$1: RMB exchange rate		-		0.1415
Period exchange rate

F-8

● 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.

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 June 30, 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

Recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements.

3. AMOUNT DUE FROM RELATED PARTIES

The amounts are unsecured, bear no interest and are payable on demand.

4. INVENTORIES

SCHEDULE OF INVENTORIES


	As of
	June 30, 2021		December 31, 2020
Raw material	$	323,157	$	239,057
Packing Material		68,495		85,562
Finished goods		39,202		49,711
Total inventories	$	430,854	$	374,330

F-9

5. OTHER RECEIVABLES, DEPOSITS AND PREPAYMENTS

	As of
	June 30, 2021		December 31, 2020
Other receivables	$	84,367	$	22,950
Deposits	5.1	12,921		8,041
Prepayments		10,534		10,689
Total other receivables, deposits and prepayments		107,822		41,680

5.1	Included in deposits is an amount of $7,193(2020: $1,557) representing deposits paid for rental of hostels and various utilities.

6. PROPERTY, PLANT AND EQUIPMENT, NET

Property, plant and equipment consisted of the following:


	As of
	June 30, 2021			December 31, 2020

Computer	$	43,609		$	42,430
Furniture and fittings		119,360			117,343
Handphone		6,585			5,070
Landscape		3,691			3,691
Leasehold land and building		1,875,962			1,875,962
Machinery		222,173			206,544
Motor vehicle		281,174			243,630
Office equipment		60,227			60,011
Renovation		165,915			159,013
Signboard		7,766			5,470
Tools and equipment		15,794			15,794
Kitchen utensils		2,004			2,004
	$	2,804,260		$	2,736,962
(Less): Accumulated depreciation		(517,882	)		(448,829	)
(Less)/Add: Foreign translation difference		(35,121	)		43,202
Property, plant and equipment, net	$	2,251,257		$	2,331,335

Depreciation expense for the period ended June 30, 2021 and June 30, 2020 were $68,547 and $58,564, respectively.

As of June 30, 2021, and December 31, 2020 the motor vehicles under finance leases with carrying value of $92,909 and $85,974, respectively.

The leasehold land and building with carrying amount of $1,772,678 and $1,817,013 as of June 30, 2021 and December 31, 2020, respectively have been charged to licensed bank to secure banking facilities granted to the Company.

7. INTANGIBLE ASSETS, NET

Intangible assets consisted of the following:

SCHEDULE OF INTANGIBLE ASSETS

	June 30, 2021		December 31, 2020

Trademark	$	686	$	-

F-10

8. OBLIGATION UNDER FINANCE LEASE

The Company purchased motor vehicles under finance lease agreements with the effective interest rate of 4.40% - 5.28% per annum (2020: 4.40% - 5.28% per annum), with principal and interest payable monthly. The obligation under the finance leases are as follows:


	As of
	June 30, 2021		December 31, 2020
Present value of hire purchase liabilities:	$		$
Not later than one year		38,989		33,817
Later than one year but not later than two years		37,466		35,535
Later than two years but not later than five years		38,443		46,446
		114,898		115,798

Analyzed as:	$		$
Current portion		38,989		33,817
Non-current portion		75,909		81,981
Lease Liability		114,898		115,798

9. BANK BORROWINGS

SCHEDULE OF BANK BORROWINGS


	As of
	June 30, 2021		December 31, 2020
Secured: -	$		$
Term loan		580,398		615,762

Analyzed as:	$		$
Current portion		52,711		54,567
Non-current portion		527,687		561,195
Total		580,398		615,762

The term loan of the Company is secured by way of the following:

A Facilities Agreement for US$1,705,086;

Master Facility Agreement.

Joint and Several Guarantee to be executed by the subsidiary directors of Bio Life Neutraceuticals Sdn Bhd.

Leasehold land and building of the subsidiary (Note 6)

The term loan is payable by 240 monthly installments of US$4,492 each including interest, commencing from October 10, 2016 and subject to interest at 4% per annum flat.

F-11

10. LEASE RIGHT-OF-USE ASSET AND LEASE LIABILITIES

The Company officially adopted ASC 842 for the period on and after January 1, 2020 as permitted by ASU 2016-02. ASC 842 originally required all entities to use a “modified retrospective” transition approach that is intended to maximize comparability and be less complex than a full retrospective approach. On July 30, 2018, the FASB issued ASU 2018-11 to provide entities with relief from the costs of implementing certain aspects of the new leasing standard, ASU 2016-02 of which permits entities may elect not to recast the comparative periods presented when transitioning to ASC 842. As permitted by ASU 2018-11, the Company elect not to recast comparative periods, thusly.

As of August 7, 2020, the Company recognized approximately US$43,692, lease liability as well as right-of-use asset for all leases (with the exception of short-term leases) at the commencement date. Initial lease liabilities are measured at present value of the sum of remaining rental payments as of August 1, 2020, with discounted rate of 5.40% adopted from Malayan Banking (Maybank) Berhad’s base lending rate as a reference for discount rate, as this bank is the largest bank and national bank of Malaysia.

A single lease cost is recognized over the lease term on a generally straight-line basis. All cash payments of operating lease cost are classified within operating activities in the statement of cash flows.

The initial recognition of operating lease right and lease liability as follow:


Right-Of-Use Assets
Balance as of December 31, 2020		41,527
Amortization for the six months ended June 30, 2021		(2,588	)
Foreign exchange translation		(1,397	)
Balance as of June 30, 2021	$	37,542

For the six months ended June 30, 2021 and 2020, the amortization of the operating lease right-of-use asset amounted to $2,588 and NIL, respectively.


Lease Liability
Balance as of December 31, 2020		41,527
Imputed interest		1,045
Gross repayment		(3,633	)
Foreign exchange translation		(1,397	)
Balance as of June 30, 2021		37,542
Lease liability current portion		(5,358	)
Lease liability non-current portion	$	32,184

Maturities of operating lease obligation as follow:


Year ending
December 31, 2021		2,643
December 31, 2022		5,504
December 31, 2023		5,809
December 31, 2024		6,130
December 31, 2025		6,471
December 31, 2026		6,828
December 31, 2027		4,157
Total	$	37,542


Cash paid for amounts included in the measurement of lease liabilities:

Operating cash flow to operating lease		3,633
Right-of-use assets obtained in exchange for operating lease		43,692
Remaining lease term for operating lease (years)		6.1
Weighted average discount rate for operating lease	$	5.40	%

F-12

11. OTHER PAYABLES AND ACCRUED LIABILITIES


	As of
	June 30, 2021		December 31, 2020
Other payables generated from:	$		$
Local		37,662		35,286
Foreign, representing:
Malaysia
Common outstanding from non-trade payable		35,851		99,524
Common outstanding from third parties		-		911
Other payables		73,513		135,721

Accrued other expenses
Local		-		1,750
Foreign, representing:
Malaysia
Payroll		25,773		63,763
Payroll deduction		11,381		32,044
Professional Fee		4,363		3,243
Commission		22,677		5,137
Expenses		1,328		5,772
Accrued other expenses		65,522		109,959

Deposit received from customers		206,708		230,493

Share subscription receipts in advance		110,000		110,000
Total		455,743		587,923

12. AMOUNT DUE TO DIRECTORS

The amounts are unsecured, bear no interest and are payable on demand.

13. INCOME TAXES


	As of
	June 30, 2021			June 30, 2020
Tax jurisdictions from:
Local	$	(41,115	)	$	(34,918	)
Foreign, representing:
Malaysia		182,257			214,711
Hong Kong		-			(187	)
China		-			(911	)
Foreign, representing		-			(911	)
Profit before income tax	$	141,142		$	178,695

The provision for income taxes consisted of the following:

SCHEDULE OF PROVISION FOR INCOME TAX


	As of
	June 30, 2021		June 30, 2020
Tax expense - Current
Local	$	-	$	-
Foreign, representing:
Malaysia		-		-
Hong Kong		-		-
Foreign		-		-

Tax expense – Prior year
Foreign, representing:
Malaysia		-		-
Tax expense- Prior year, Foreign		-		-

Deferred
Local		-		-
Foreign, representing:
Malaysia		-		-
Foreign		-		-
Income tax (expenses)		-		-

The effective tax rate in the periods presented is the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rates. The Company has subsidiaries that operate in various countries: United States, Hong Kong and Malaysia that are subject to taxes in the jurisdictions in which they operate, as follows:

F-13

United States of America

The Company is registered in the State of Nevada and is subject to the tax laws of the United States of America. As of June 30, 2021, the operations in the United States of America incurred $573,951 (2020: $437,892) of cumulative net operating losses which can be carried forward to offset future taxable income. The net operating loss carry forwards begin to expire in 2041 if unutilized. The Company has provided for a full valuation allowance of $120,530 (2020: $91,957) against the deferred tax assets on the expected future tax benefits from the net operating loss carry forwards as the management believes it is more likely than not that these assets will not be realized in the future.

Malaysia

Bio Life Holdings Berhad (“BLHB”) and Bio Life Neutraceuticals Sdn Bhd (“BLNSB”) are subject to the Malaysia Corporate Tax Laws at a tax rate of 24% on the assessable income for its tax year.

Hong Kong

For the comparative quarter, Bioplus Life International Holdings Ltd is subject to Hong Kong Profits Tax, which is charged at the statutory income tax rate of 16.5% on its assessable income.

China

For the comparative quarter, Bio Life Neutraceuticals (Shenzhen) Pty Ltd.is registered in the Shen Zhen and is subject to the China Corporate Tax, which is charged at the statutory income tax rate of 25% on its assessable income.

The following table sets forth the significant components of the aggregate deferred tax assets of the Company as of June 30, 2021and December 31, 2020:

SCHEDULE OF DEFERRED TAX ASSETS


	As of
	June 30, 2021			December 31, 2020
Deferred tax assets:	$			$
Net operating loss carry forwards
Local		120,530			111,896
Foreign
- Malaysia		(19,932	)		(20,657	)
- China		-			-
- Hong Kong		-			-
Net operating loss carry forwards		-			-
Deferred tax assets gross		100,598			91,239
Less: valuation allowance		(120,530	)		(111,896	)
Deferred tax assets	$	(19,932	)	$	(20,657	)

14. STOCKHOLDERS’ EQUITY

During the previous financial year ended December 31, 2020, the Company issued additional 3,600,000 units of common stock representing 0.992% of enlarged issued and outstanding common stock of the Company for working capital purposes.

As of June 30, 2021, Bioplus Life Corp had an issued and outstanding share of common stock of 362,905,561.

F-14

15. CONCENTRATION OF RISK

(a) Major Customers

For the three months ended June 30, 2021 and 2020, the customers who accounted for 10% or more of the Company’s revenues and its accounts receivable at period end are presented as follows:

	Revenues				Percentage of revenues					Account Receivable, Trade
	2021		2020		2021		2020			2021		2020

Customer A	$	-	$	449,084	$	-	$	56	%	$	-	$	81,825

	$	-	$	449,084	$	-	$	56	%	$	-	$	81,825

For the six months ended June 30, 2021 and 2020, the customers who accounted for 10% or more of the Company’s revenues and its accounts receivable at period-end are presented as follows:

	Revenues				Percentage of revenues					Account Receivable, Trade
	2021		2020		2021		2020			2021		2020

Customer A	$	-	$	594,523	$	-	$	40	%	$	-	$	269,917

	$	-	$	594,523	$	-	$	40	%	$	-	$	269,917

(b) Major Suppliers

For the three months ended June 30, 2021 and 2020, there was no supplier who accounted for 10% or more of the Company’s purchases nor with significant outstanding payables.

	Purchases				Percentage of purchases						Account Payable, Trade
	2021		2020		2021			2020			2021		2020

Supplier A	$	152,372	$	186,822	$	59	%	$	57	%	$	25,022	$	43,103
Supplier B		-		96,194		-			29	%		-		7,092
Supplier C		79,925		-		31	%		-			39,962		-

	$	232,297	$	283,016	$	90	%	$	86	%	$	64,984	$	50,195

For the six months ended June 30, 2021 and 2020, there was no supplier who accounted for 10% or more of the Company’s purchases nor with significant outstanding payables.

	Purchases				Percentage of purchases						Account Payable, Trade
	2021		2020		2021			2020			2021		2020

Supplier A	$	334,950	$	281,258	$	64	%	$	51	%	$	78,605	$	52,859
Supplier B		-		150,876		-			28	%		-		-
Supplier C		79,925		-		15	%		-			39,962		-

	$	414,875	$	432,134	$	79	%	$	79	%	$	118,567	$	52,859

16. OTHER INCOME

SCHEDULE OF OTHER INCOME


	As of
	June 30, 2021		June 30, 2020

Other income		5,432		192
Realized gain on foreign exchange		2,659		1,407

Total		8,091		1,599

F-15

17. RELATED PARTIES TRANSACTIONS


	As of
	June 30, 2021		June 30, 2020

Transactions with company in which a shareholder has substantial financial interest:

Rental Income:
Fusion Nutri Sdn. Bhd.	$	5,086	$	-
Rental income	$	5,086	$	-

Chong Khooi You, our sole officer and director and controlling shareholder is a director or controlling equity owner of the above company.

The related party transactions are generally transacted in an arm-length basis at the current market value in the normal course of business.

18. SEGMENTED INFORMATION

ASC 280, “Segment Reporting” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about services categories, business segments and major customers in financial statements. In accordance with the “Segment Reporting” Topic of the ASC, the Company’s chief operating decision maker has been identified as the Chief Executive Officer and President, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers, and the countries in which the entity holds material assets and reports revenue. All material operating units qualify for aggregation under “Segment Reporting” due to their similar customer base and similarities in economic characteristics; nature of products and services; and procurement, manufacturing and distribution processes.

The Company had no inter-segment sales for the periods presented. Summarized financial information concerning the Company’s reportable segments is shown as below:

By Geography*:

	United States			Hong Kong		Shenzhen		Malaysia			Total
	For the period ended June 30, 2021
	United States			Hong Kong		Shenzhen		Malaysia			Total

Revenues	$	-		$	-	$	-	$	1,281,422		$	1,281,422
Cost of revenues		-			-		-		(639,949	)		(639,949	)
Depreciation and amortization		-			-		-		(71,135	)		(71,135	)
Net (loss)/income before taxation		(41,115	)		-		-		182,257			141,142

Total assets	$	-		$	-	$	-	$	3,514,703		$	3,514,703

	United States			Hong Kong			Shenzhen			Malaysia			Total
	For the period ended June 30, 2020
	United States			Hong Kong			Shenzhen			Malaysia			Total

Revenues	$	-		$	-		$	-		$	1,460,200		$	1,460,200
Cost of revenues		-			-			-			(833,877	)		(833,877	)
Depreciation and amortization		-			-			-			(58,564	)		(58,564	)
Net (loss)/income before taxation		(34,918	)		(187	)		(911	)		214,711			178,695

Total assets	$	4,303		$	3,417		$	2,274		$	3,290,194		$	3,300,188

F-16

19. FOREIGN CURRENCY EXCHANGE RATE

The Company cannot guarantee that the current exchange rate will remain stable, therefore there is a possibility that the Company could post the same amount of income for two comparable periods and because of the fluctuating exchange rate post higher or lower income depending on exchange rate converted into US$ at the end of the financial period. The exchange rate could fluctuate depending on changes in political and economic environments without notice.

20. SUBSEQUENT EVENTS

In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred after June 30, 2021 up through the date November 17, 2022 was the Company presented these unaudited consolidated financial statements. During the period, the Company did not have any material recognizable subsequent events except for subsequent to balance sheet date, the Company issued additional 127,500 units of common stock representing 0.035% of enlarged issued and outstanding common stock of the Company.

21. SIGNIFICANT EVENTS

On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus originating in Wuhan, China (the “COVID-19 outbreak”) and the risks to the international community as the virus spreads globally beyond its point of origin. In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally.

The full impact of the COVID-19 outbreak continues to evolve as the date of this report. As such, it is uncertain as to the full magnitude that the pandemic will have on our financial condition, liquidity, and future results of operations. Management is actively monitoring the impact of the global situation on our financial condition, liquidity, operations, suppliers, industry, and workforce. Given the daily evolution of the COVID-19 outbreak and the global responses to curb its spread, we are not able to estimate the effects of the COVID-19 outbreak on our results of operations, financial condition, or liquidity for the period ended June 30, 2021.

F-17

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The information contained in this quarterly report on Form 10-Q is intended to update the information contained in our Form 10-K dated November 2, 2021, for the year ended December 31, 2020 and presumes that readers have access to, and will have read, the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other information contained in such Form 10-K. The following discussion and analysis also should be read together with our consolidated financial statements and the notes to the consolidated financial statements included elsewhere in this Form 10-Q.

The following discussion contains certain statements that may be deemed “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements appear in a number of places in this Report, including, without limitation, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” These statements are not guaranteeing of future performance and involve risks, uncertainties and requirements that are difficult to predict or are beyond our control. Forward-looking statements speak only as of the date of this quarterly report. You should not put undue reliance on any forward-looking statements. We strongly encourage investors to carefully read the factors described in our Form 10-K dated November 2, 2021 in the section entitled “Risk Factors” for a description of certain risks that could, among other things, cause actual results to differ from these forward-looking statements. We assume no responsibility to update the forward-looking statements contained in this transition report on Form 10-Q. The following should also be read in conjunction with the unaudited Condensed Consolidated Financial Statements and notes thereto that appear elsewhere in this report.

Company Overview

Bioplus Life Corp., a Nevada corporation (“Company”), was incorporated under the laws of the State of Nevada on April 13, 2017. For purposes of financial statements presentation, Bioplus Life Corp. and its subsidiaries are herein referred to as “the Company” or “We”.

On July 10, 2017, the Company acquired 100% of the equity interests of Bioplus Life Corp., a Malaysian company. On July 19, 2017, the Company, through its Malaysian subsidiary, Bioplus Life Corp., acquired 100% of the equity interests of Bioplus Life International Holdings Ltd, a Hong Kong company. On October 27, 2017, the Company through its Hong Kong subsidiary, Bioplus Life International Holdings Ltd, acquired 100% equity interest of Bioplus Life Corp. (ShenZhen), a company incorporated in China.

On June 11, 2018, the Company through its subsidiary in Hong Kong, Bioplus Life International Holdings Ltd, acquired 99.8% equity interest of Bio Life Holdings Berhad, a company incorporated in Malaysia. Bio Life Holdings Berhad owns 100% of the equity interests of Bio Life Neutraceuticals Sdn. Bhd., a company incorporated in Malaysia, which is the sole operating subsidiary.

Our corporate structure is depicted below (see special note below):

Special Note.

(1) Bioplus Life International Holdings Ltd. was officially disposed of on August 5, 2020.

(2) Bio Life Neutraceuticals (Shenzhen) Pty Ltd. was being officially de-registered in Shenzhen on September 4, 2020.

Bioplus Life Corp., through its wholly owned subsidiaries, is a company specialized in providing health and beauty care products to our customers. The Company mission is to create awareness for good health and personal care to improve our customers’ quality of life. We seek to achieve this by offering an affordable solution to existing health food businesses through the production, information, advisory and services pertaining to our product line. Our website, http://www.biolife2u.com/, can be utilized to inquire about our product offerings. While we sell products through our website and we primarily sell our products to wholesalers and exporters

The product series, or line, of our company includes, but is not strictly limited to, products that fall into the following categories: bone, fiber, bee-propolis, cardiovascular health, herbal, health beverages, apple stem cell, beauty care, feminine health, UT care, anti-oxidant and eye health series. These health and beauty supplies are designed to help improve the consumers’ metabolism rate, burn excessive fats, provide anti-aging effects and improve the overall health and physical appearance of our customers. At our current, and reasonable future operating level, our supplier has indicated that they will have ample supply to fulfil our orders for raw materials while also fulfilling any and all orders they may receive from other customers.

Our financial statements are prepared in US Dollars and in accordance with accounting principles generally accepted in the United States. See information immediately below for information concerning the exchange rates at the Malaysian Ringgit (MYR) and Chinese Renminbi (RMB) translated into US Dollars (“USD”) at various pertinent dates and for pertinent periods.

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:

	As of and for the six months ended June 30,
	2021		2020
Period-end MYR: US$1 exchange rate		4.1289		4.3232
Period average MYR: US$1 exchange rate		4.1543		4.2800
Period-end US$1: RMB exchange rate		-		0.1412
Period average US$1: RMB exchange rate		-		0.1415

Results of Operation

For the three months ended June 30, 2021 and 2020

Revenues. For three months ended June 30, 2021, the Company realized revenues of $593,912 as compared to $806,223 for the three-month period ended June 30, 2020. The decrease in revenues of approximately 26.33% was a result of decrease in demand and the economy slows down. When times are hard, people try to save money to spend on food supplements.

Cost of Revenues. For the three-month ended June 30, 2021, we had cost of revenues of $289,564 compared with cost of revenues of $472,261 for the same period last year. The decrease by 38.69% corresponds to the decrease in product sales for the current quarter. Cost of revenue includes raw materials, packaging materials and lab tests.

Gross Profit. For the three-month ended June 30, 2021, we had a gross profit of $304,348 compared with gross profit of $333,962 for the same period last year. The 8.87% decrease in gross profit is due to the reasons discussed above.

Other Income. For the three-month ended June 30, 2021, we had other income of $937, as compared $1,368 for the three-month ended June 30, 2020. The difference primarily is due to fluctuation of foreign exchange rate between these periods.

Operating Expenses. For the three-month ended June 30, 2021, we had operating expenses of $247,614, as compared to operating expenses of $164,504 for the three-months ended June 30, 2020, an increase of approximately 50.20% from the prior period due to higher sales commission payment and financing interest expenses during the current three-month period. 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.

Income Tax Expense. For the three-month ended June 30, 2021, we had no income tax expense which same with the three months ended June 30, 2020. During the current period, we had losses carry forward from 2020, income taxes was not payable for the quarter.

Net Profit. For the three-month ended June 30, 2021, we had a net profit of $49,493 compared with a net profit of $170,476 for the same period last year. The decrease in net profit is due to the reasons discussed above.

Foreign currency translation gain/loss. For the three-month ended June 30, 2021, we had foreign currency translation gain of $1,899 compared with foreign currency translation loss of $18,931 for the same three-month period last year. Foreign currency translation gain represents the movement of the US Dollar against the Malaysian Ringgit.

For the six-month ended June 30, 2021 and 2020

Revenues. For six-month ended June 30, 2021, the Company realised revenues of $1,281,422 as compared to $1,460,200 for the six-month ended June 30, 2020. The revenues decreased by approximately 12.24% is due to the fulfilment of pre-existing orders from prior quarters.

Cost of Revenues. For the six-month ended June 30, 2021, we had cost of revenues of $639,949 compared with cost of revenues of $833,877 for the same period last year. The cost of revenues decreased by 23.26% corresponds to the decrease in product sales for the current period. Cost of revenue includes raw materials, packaging materials and lab tests.

Gross Profit. For the six-month ended June 30, 2021, we had a gross profit of $641,473 compared with gross profit of $626,323 for the same period last year. The 2.42 % increase in gross profit is due to the reasons discussed above.

Other Income. For the six-month ended June 30, 2021, we had other income of $8,091, as compared $1,599 for the six-month ended June 30, 2020, a substantial gain from the same period last year. The difference primarily was due to fluctuation of foreign exchange rate between these periods.

Operating Expenses. For the six-month ended June 30, 2021, we had operating expenses of $ 492,090, as compared to operating expenses of $ 439,489 for the six-month ended June 30, 2020, an increase by approximately 11.97% from the prior period due to expenses during the current six month period. 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.

Income Tax Expense. For the six-month ended June 30, 2021, we had no income tax expense which same with the six-month ended June 30, 2020. During the current period, we had losses carry forward from 2020, income taxes was not payable for the quarter.

Net Profit. For the six-month ended June 30, 2021, we had a net profit of $141,142 compared with a net profit of $178,695 for the same period last year. The decrease in net profit was due to the reasons discussed above.

Foreign currency translation gain/loss. For the six-month ended June 30, 2021, we had foreign currency translation loss of $72,412 compared with foreign currency translation loss of $68,139 for the same six months period last year. Foreign currency translation loss represents the movement of the US Dollar against the Malaysian Ringgit.

Liquidity and Capital Resources

As of June 30, 2021, and 2020, we had cash and bank balances of $283,982 and $398,974 respectively.

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 increase in our liquidity over the near to long term:

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

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

●	The cost of being a public company.

Our financial statements reflect the fact that we have sufficient revenue to cover our operating expenses for the next 12 months, although at present time, we are under-capitalized. The Company intends to continue with capital investment or other financing to fund its marketing and promotional campaigns and the expansion of production capacity for 2021 and beyond to achieve a 20% to 30% increase in revenues in Malaysia, China, Taiwan, Indonesia, India and African markets. If continued funding and capital resources are unavailable at reasonable terms, the Company may not be able to implement its expansion plan.

Summary of Cash Flows

The following is a summary of the Company’s cash flows generated from (used in) operating, investing, and financing activities for the six-month ended June 30, 2021 and 2020:

	Six-month ended June 30
	2021			2020

Net cash generated from operating activities		81,257			247,718

Net cash used in investing activities		(155,817	)		(40,553	)

Net cash used in financing activities		(27,078	)		(25,102	)

Foreign currency translation adjustment		(13,354	)		10,857

NET CHANGE IN CASH AND CASH EQUIVALENTS		(114,992	)		192,920

Operating Activities

During the six-month ended June 30, 2021, the Company had a net profit $ 141,142 which, after adjusting for amortisation, depreciation, interest expense and bad debt written off, and changes in operating assets and liabilities, resulted in net cash of $81,257 generated from operating activities during the period. By comparison, during the six-month ended June 30, 2020, the Company incurred a net profit of $178,695 which, after adjusting for depreciation and interest expense, and changes in operating assets and liabilities, resulted in net loss of $247,718 in operating activities during the period.

Investing Activities

During the six-month ended June 30, 2021, cash flow from investing activities consisted of purchase of the property, plant and equipment of $68,031, remaining $87,786 is related to purchase of investment compared with purchases of the property, plant and equipment of $40,553 for the prior six-month period.

Financing Activities

For the six-month ended June 30, 2021, the cash provided by financing activities primarily consisted of the drawdown of hire purchase borrowing of $ 19,257, offset by $15,696 in interest expense, $14,420 in repayment of loans and $16,219 in repayment of hire purchase borrowing. For the six-month ended June 30, 2020, the cash used in financing activities primarily consisted of the proceeds from stock issuances of $ 360, offset by $9,738 in interest expense, $6,958 in repayment of loans and $8,766 in repayment of hire purchase borrowing.

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

●	Use of estimates

●	Cash and cash equivalents

●	Property, Plant and equipment

Property, 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/Expected Useful Life
Computer hardware		20	%
Furniture & fittings		10	%
Handphone		20	%
Landscape		20	%
Leasehold land and building		99 years
Machinery		10	%
Motor vehicle		20	%
Office equipment		10	%
Renovation		20	%
Signboard		10	%
Tools and equipment		10	%

Kitchen utensils 10%

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

●	Intangible assets

●	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.

●	Revenue recognition

●

identify the contract with a customer;

●

identify the performance obligations in the contract;

●

determine the transaction price;

●

allocate the transaction price to performance obligations in the contract; and

●

recognize revenue as the performance obligation is satisfied.

●	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

●	Income tax expense

●	Foreign currencies translation

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

	As of and for the six-month ended June 30,
	2021		2020
Period-end MYR: US$1 exchange rate		4.1289		4.3232
Period average MYR: US$1 exchange rate		4.1543		4.2800
Period-end US$1: RMB exchange rate		-		0.1412
Period average US$1: RMB exchange rate		-		0.1415

●	Related parties

●	Fair value of financial instruments

●	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

●	Recent accounting pronouncements

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

In connection with the preparation of this quarterly report, an evaluation was carried out by the Company’s management, with the participation of the principal executive officer and the principal financial officer, of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act (“Exchange Act”) as of June 30, 2021. Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Commission’s rules and forms, and that such information is accumulated and communicated to management, including the principal executive officer and the principal financial officer, to allow timely decisions regarding required disclosures.

Based on that evaluation, the Company’s management concluded, as of the end of the period covered by this report, that the Company’s disclosure controls and procedures were not effective in recording, processing, summarizing, and reporting information required to be disclosed, within the time periods specified in the Commission’s rules and forms, and that such information was not accumulated and communicated to management, including the principal executive officer and the principal financial officer, to allow timely decisions regarding required disclosures.

Management’s Report on Internal Control over Financial Reporting

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is a process, under the supervision of the principal executive officer and the principal financial officer, designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with United States generally accepted accounting principles (GAAP). Internal control over financial reporting includes those policies and procedures that:

Pertain to the maintenance of records that is in reasonable detail accurately and fairly reflect the transactions and dispositions of the Company’s assets;

ii)

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of the financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with the authorizations of management and the board of directors; and

iii)

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

The Company’s management conducted an assessment of the effectiveness of our internal control over financial reporting as of June 30, 2021, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, which assessment identified material weaknesses in internal control over financial reporting. A material weakness is a control deficiency, or a combination of deficiencies in internal control over financial reporting that creates a reasonable possibility that a material misstatement in annual or interim financial statements will not be prevented or detected on a timely basis. Since the assessment of the effectiveness of our internal control over financial reporting did identify a material weakness, management considers its internal control over financial reporting to be ineffective.

Management has concluded that our internal control over financial reporting had the following material deficiencies:

We were unable to maintain segregation of duties within our business operations due to our reliance on a single individual fulfilling the role of sole officer and director.

ii)

Lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our Board of Directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures.

While these control deficiencies did not result in any audit adjustments to our 2021 or 2020 interim or annual financial statements, it could have resulted in a material misstatement that might have been prevented or detected by a segregation of duties. Accordingly, we have determined that this control deficiency constitutes a material weakness.

To the extent reasonably possible, given our limited resources, our goal is, upon consummation of a merger with a private operating company, to separate the responsibilities of principal executive officer and principal financial officer, intending to rely on two or more individuals. We will also seek to expand our current board of directors to include additional individuals willing to perform directorial functions. Since the recited remedial actions will require that we hire or engage additional personnel, this material weakness may not be overcome in the near term due to our limited financial resources. Until such remedial actions can be realized, we will continue to rely on the advice of outside professionals and consultants.

This quarterly report does not include an attestation report of our registered public accounting firm regarding our internal controls over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to Section 404(c) of the Sarbanes-Oxley Act that permit us to provide only management’s report in this annual report.

Changes in Internal Controls over Financial Reporting

During the six-month ended June 30, 2021, there has been no change in internal control over financial reporting that has materially affected or is reasonably likely to materially affect our internal control over financial reporting.

PART II

OTHER INFORMATION

Item 1. Legal Proceedings

There are presently no material pending legal proceedings to which the Company, any executive officer, any owner of record or beneficially of more than five percent of any class of voting securities is a party or as to which any of its property is subject, and no such proceedings are known to the Company to be threatened or contemplated against it.

Item 1A. Risk Factors

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

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

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable to our Company.

Item 5. Other Information

None

Item 6. Exhibits

Exhibit		Description
31.1		Certification of the Company’s Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

32.1		Certification of the Company’s Principal Executive Officer and Principal Financial pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002+

101.INS		Inline XBRL INSTANCE DOCUMENT*

101.SCH		Inline XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT*

101.CAL		Inline XBRL TAXONOMY CALCULATION LINKBASE DOCUMENT*

101.DEF		Inline XBRL TAXONOMY DEFINITION LINKBASE DOCUMENT*

101.LAB		Inline XBRL TAXONOMY LABEL LINKBASE DOCUMENT*

101.PRE		Inline XBRL TAXONOMY PRESENTATION LINKBASE DOCUMENT*

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

+ In accordance with SEC Release 33-8238, Exhibit 32.1 is being furnished and not filed.

*	Filed herewith.

SIGNATURES

Pursuant to the requirements 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.

	BIOPLUS LIFE CORP.
	(Name of Registrant)

Date: November 25, 2022
	By:	/s/ Chong Khooi You
		Chong Khooi You
		CEO, President, Secretary, Treasurer, Director

BIOPLUS LIFE CORP. 10-Q