Description of Business

As used herein, unless the context otherwise indicates, references to the "Company," "we," "our," "us," "BioNexus" refer to BioNexus Gene Lab Corp., a Wyoming company (BGLC), and its wholly owned subsidiaries, Bionexus Gene Lab Sdn. Bhd. ("Bionexus Malaysia"), and Chemrex Sdn. Bhd. ("Chemrex"), both Malaysian companies.

BGLC is an emerging molecular diagnostics company focused on the application of functional genomics to enable early diagnosis and personalized health management. 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 non-invasive blood screening tests analyze changes in ribonucleic acid (or RNA) to detect the risk potentiality of 11 different diseases. These diseases include eight cancers (nasopharyngeal, lung, liver, stomach, breast, cervical, prostate and colon), two bowel diseases (colitis and Crohn) and osteoarthritis. This unique blood based genomic biomarker approach is based on the scientific observation that circulating blood reflects, in a detectable way, what is occurring throughout the body currently.

The corporate and principal office address of the Company and BioNexus Malaysia is Unit 02, Level 10, Tower B, Avenue 3, The Vertical Business Suite II, Bangsar 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.





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.






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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 of our subsidiary, BioNexus-Malaysia, with respect to its RNA screening process 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 have been and will continue to be reluctant to visit hospitals and clinics during the Covid-19 pandemic 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 first imposed its Movement Control Order (MCO) which lasted through June 9, 2020 to control the spread of COVID-19. The MCO restricted movement of all people except for those who were working for essential services. The MCOs were enhanced and relaxed at different phases in 2020 and 2021, including the Enhanced Movement Control Order (EMCO), Conditional Movement Control Order (CMCO) and Recovery Movement Control Order (RMCO). This Enhanced Movement Control Orders were implemented whenever there was a surge of Covid-19 cases. During these EMCOs, only companies classified under essential service were allowed to operate. This EMCO ended on July 16, 2021 and the government allowed more companies and factories to operate with strict Standard Operation Procedures. However, as discussed below, during fiscal 2021, BioNexus-Malaysia implemented the sale of its Covid19 qPCR test procedure through the Malaysian government. Our Covid testing generates substantially lower per ticket charges at $30-38 per test compared with $900 per customer for our RNA testing. Our Covid tests also generate lower margins than our RNA tests.

The results of operations for Chremrex were adversely impacted during the May to July 2020 period due to the MCO's and Covid-19. However, since that time, the operations of Chemrex have not been materially impacted as a result of the MCO's or Covid-19.

Recent Developments. As previously reported, we submitted to the Malaysian Ministry of Health (MOH) our Reverse Transcription Polymerase Chain Reaction (RT PCR) Covid-19 screening for approval, which occurred in June 2020. On April 30, 2021, BioNexus entered into an Agreement with MOH to outsource our Covid19 qPCR test for public hospitals and clinics within Malaysia. The use of our testing protocol began on May 6, 2021. We expect that our testing protocol would be continued to be used by the MOH' public hospitals and clinics through August 2021, when the pandemic curve is expected to flatten. As of September 30, 2021, we completed roughly 13,635 tests at an average charge per test of $30.

Translation of amounts from MYR into US$1.00 has been made at the following exchange rates for the respective period and year:





                                                    September 30,       December 31,
                                                        2021                2020

Period ended September 30, 2021 /Year-ended
December 31, 2020 US$1: MYR exchange rate                   4.1870              4.0170

                                                    September 30,       September 30,
                                                        2021                2020

9 months average US$1: MYR exchange rate                    4.1315              4.2386





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Results of Operations


Three Months Ended September 30, 2021 Compared with the Three Months Ended September 30, 2020.

The following table sets forth key selected financial data for the three months ended September 30, 2021 and 2020.





                                  Consolidated



                                    Three months ended
                                       September 30,
                                   2021             2020
REVENUE                        $  3,575,966     $  3,091,012

COST OF REVENUE                  (2,887,867 )     (2,568,790 )

GROSS PROFIT                        688,099          522,222

OTHER INCOME                         46,848            9,089

OPERATING EXPENSES
General and administrative         (362,306 )       (294,005 )

PROFIT FROM OPERATIONS              372,641          237,306

FINANCE COSTS                        (2,150 )         (2,356 )

PROFIT BEFORE TAX                   370,491          234,950

Tax expense                         (75,169 )           (492 )

NET PROFIT                     $    295,322     $    234,458
Other comprehensive income:
Foreign currency (loss)/gain        (56,940 )        248,070

COMPREHENSIVE INCOME           $    238,382     $    482,528





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                         BioNexus-Malaysia and Chemrex



                              BioNexus                        BioNexus
                              Malaysia         Chemrex        Malaysia        Chemrex
                                  Three months ended              Three months ended
                                  September 30, 2021              September 30, 2020
REVENUE                      $ 1,038,594     $  2,537,372     $  23,471     $  3,067,541

COST OF REVENUE                 (750,289 )     (2,137,578 )     (15,253 )     (2,553,537 )

GROSS PROFIT                     288,305          399,794         8,218          514,004

OTHER INCOME                       1,488           45,360         2,895            6,192

OPERATING EXPENSES
General and administrative       (20,127 )       (287,002 )     (20,598 )       (223,469 )

FINANCE COSTS                       (962 )         (1,188 )        (119 )         (2,237 )

PROFIT/(LOSS) BEFORE TAX         268,704          156,964        (9,604 )        294,490

Tax expense                      (37,414 )        (37,755 )        (492 )              0

NET PROFIT/(LOSS)            $   231,290     $    119,209     $ (10,096 )   $    294,490

Revenue. For the quarterly period ended September 30, 2021, we had total revenue of $3,575,966 as compared to total revenue of $3,091,012 for the same period in 2020, an increase of approximately 15.70% from the prior period.

Chemrex contributed $2,537,372 (71%) of the total revenue for the current quarterly period as compared to $3,067,541 (99.2%) of the total revenue for the same quarter last year. Chemrex's revenues had decreased to $530,169 from prior quarter of $3,067,541, a decrease of 17.3%. The revenue decrease in 2021 was due to some customers stopped business operation in July & August due to 2nd Covid-19 Movement Control Order (MCO) in Malaysia.

BioNexus-Malaysia contributed $1,038,594 (29%) of the total revenue for the current quarter as compared to revenue of $23,471 (0.8%) of the total revenue from the same quarter last year. BioNexus's revenue had increase to $1,015,123 for the current period is due to the outsource of Covid19 PCR test from Ministry of Health (MOH) which began on May 2021 for contract value of $549,133 had completed in mid of July 2021 and an additional contract on July 23, 2021 for contract value of $859,804 had completed 99.4% as of Sep 30, 2021

Cost of Revenue. For the quarterly period ended September 30, 2021, we incurred $2,887,867 in cost of revenues, as compared to $2,568,790 for the same quarter in 2020, an increase of approximately 12.4%. Due to the reasons stated above.

Chemrex had incurred $2,137,578 (74%) of the total cost of revenue during the current quarter as compared to the same period last year wherein Chemrex had incurred $2,553,537 (99.4% of the total) in cost of revenue. The decreased of 16.3% in Chemrex's cost of revenues for the current period was due to its decreased revenues for the current period and reasons as stated above.

BioNexus had incurred $750,289 (26%) of the total cost of revenues during the current quarter as compared to $15,253 (0.6%) for the same period in 2020. The increase of 4,819% in cost of revenue for the current period reflects the costs associated with the outsource of our Covid19 PCR test to the MOH which began in May 2021.






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Gross Profit. For the quarterly period ended September 30, 2021, we had total gross profit of $688,099 as compared to gross profit of $522,222 for the same period in 2020, an increase of approximately 31.8% from the prior period.

Chemrex contributed $399,794 (58.1%) of the total gross profit for the current quarterly period as compared to $514,004 (98.4%) of the total gross profit for the same quarter last year. The gross profit decreased of 22.2% for Chemrex in current quarter was due to its decreased revenues for the current period and reasons as stated above.

BioNexus-Malaysia contributed $288,305 (41.9%) of the total gross profit of $688,099 for the current quarter as compared to $8,218 (1.6%) of the total gross profit from the same quarter last year. The increase of 3,408% for the current period is due to the MOH's approval and sale of our Covid19 qPCR test which was outsourced to its public hospitals and clinics beginning May 2021. However, during the current three-month period, we had no revenues from our RNA testing.

Other Income. For the quarterly period ended September 30, 2021, we had of $46,848 as compared to of $9,089 for the same quarter in 2020, an increase of approximately 415%. Chemrex contributed $45,360 (96.8%) of other income for the current quarterly period as compared to $6,192 (68.1%) of the other income for the same quarter last year. Chemrex's other income increased 633% due to an addition to gains on fair value of investment $17,641 and bank interest $2,019 and unrealized forex gain $6,420 for this current quarterly.

Operating Expenses. For the quarterly period ended September 30, 2021, we had total operating expense of $362,306 as compared to total operating expenses of $294,004 for the same quarter in 2020, an increase of approximately 23.20%. 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.

Chemrex had incurred $287,002 (79.22%) of the total operating expenses of $362,306 for the current quarter as compared to $223,469 (76.01%) of the total operating expenses for the same quarter last year. The slight increase of 28% for the current period in operating expenses was due to increased logistics, port charges and travel associated with the increased revenue for the period.

BioNexus-Malaysia had incurred $20,127 (5.55%) of the total operating expenses for the current quarter as compared to $20,598 (7%) of the total operating expenses for the same quarter last year. The slight decrease of 2.3% in operating costs of the current quarter was due to less traveling expenses

BGLC had incurred $55,177 (15.23%) of total operating expenses for the current quarter as compared to $49,939 (17%) of the total operating expenses for the same quarter last year. The increase of 10.5% in operating costs of the current quarter was due to increase of professional fees and processing fees for investment underwrite

Profit/Loss from Operations. We had a profit from operations of $372,641 quarterly period ended September 30, 2021 as compared to $237,306 for the same period in 2020, an increase of approximately 57% for the reasons discussed above.

Income tax expense. For the three-month period ended September 30, 2021, we had $75,169 income tax which is an estimated expense ($37,755 for Chemrex and $37,414 for Bionexus) as compared to Bionexus estimated income tax expenses of $492 for the same quarter last year ($0 for Chemrex and $492 for Bio-Nexus).

Foreign currency exchange gain/(loss). We are exposed to fluctuations in foreign exchange rates on the revaluation of monetary assets and liabilities denominated in currencies other than the US Dollar. Therefore, any change in the relevant exchange rate would require us to recognize a transaction gain or loss on revaluation. For the three-month period ended September 30, 2021, we experienced a foreign currency loss of $56,940 as compared with a foreign currency gain of $248,070 for the same period in 2020.






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Nine Months Ended September 30, 2021 Compared with the Nine Months Ended September 30, 2020.

The following table sets forth key selected financial data for the nine months ended September 30, 2021 and 2020.





                                  Consolidated



                                    Nine months ended
                                      September 30,
                                  2021             2020
REVENUE                       $ 10,117,296     $  7,264,554

COST OF REVENUE                 (8,379,025 )     (5,927,735 )

GROSS PROFIT                     1,738,271        1,336,819

OTHER INCOME                       159,764          779,458

OPERATING EXPENSES
General and administrative      (1,043,271 )       (839,415 )

PROFIT FROM OPERATIONS             854,764        1,276,862

FINANCE COSTS                       (8,987 )         (6,762 )

PROFIT BEFORE TAX                  845,777        1,270,100

Tax expense                       (183,449 )         (1,839 )

NET PROFIT                    $    662,328     $  1,268,261

Other comprehensive income:
Foreign currency loss             (272,876 )         (3,068 )

COMPREHENSIVE INCOME          $    389,452     $  1,265,193





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                         BioNexus-Malaysia and Chemrex



                               BioNexus                        BioNexus
                               Malaysia         Chemrex        Malaysia        Chemrex
                                   Nine months ended               Nine months ended
                                  September 30, 2021               September 30, 2020
REVENUE                      $  1,504,064     $  8,613,232     $  30,012     $  7,234,542

COST OF REVENUE                (1,108,817 )     (7,270,208 )     (45,561 )     (5,882,174 )

GROSS PROFIT                      395,247        1,343,024       (15,549 )      1,352,368

OTHER INCOME/(LOSS)                 5,335          154,429        10,540          768,910

OPERATING EXPENSES
General and administrative        (64,255 )       (843,620 )     (67,852 )       (673,211 )

FINANCE COSTS                      (3,265 )         (5,722 )      (1,480 )         (5,282 )

PROFIT/(LOSS) BEFORE TAX          333,062          648,111       (74,341 )      1,442,785

Tax expense                       (38,068 )       (145,381 )      (1,839 )              0

NET PROFIT/(LOSS)            $    294,994     $    502,730     $ (76,180 )   $  1,442,785

Revenue. For the nine-month period ended September 30, 2021, we had total revenues of $10,117,296 as compared to total revenue of $7,264,544 for the quarterly period ended September 30, 2020, an increase of approximately 39.3% from the prior period.

For the current quarterly period, Chemrex contributed $8,613,232 (85.10%) of total revenues compared to its contribution of $7,234,542 (99.6%) of total revenues for the same period last year, an increase of 19%. The increase was due to Covid impact on revenues from the prior year's nine-month period. Covid did not significantly impact Chemrex's operations and revenues of during the current nine-month period.

the material selling prices have been increased since January, 2021.

BioNexus had a revenue of $1,504,064 (14.9%) for the current nine-month period compared to revenues of $30,012 (0.4%) from the same quarterly period last year, an increase of 4,911%. BioNexus revenues for the current quarter resulted from the outsource of Covid19 PCR test to MOH which began on May 2021 for contract value of $549,133 had completed in mid of July 2021 and an additional contract on July 23, 2021 for contract value of $859,804 had completed 99.4% as of Sep30,2021

Cost of revenues. For the nine-month period ended September 30, 2021, we incurred $8,379,025 in the cost of revenues, as compared to $5,927,735 for the same period 2020, an increase of approximately 41.4% due to reasons as stated above.

Chemrex had incurred $7,270,208 (86.8%) of the total cost of revenue of $8,379,025 for the current nine-month period as compared to the same period last year wherein Chemrex had incurred $5,882,174 (99.2%) of the total cost of revenue of $5,927,735. The increase of 23.6% in Chemrex's cost of revenues for the current period was due to its increased revenues for the current period and reasons as stated above.

BioNexus had incurred $1,108,817 (13.2%) on cost of revenues for the current nine-month period as compared to $45,561 (0.8%) for the same period last year. The increase of 2,334% in cost of revenue for the current period reflects the costs associated with the outsource of our Covid19 PCR test to the MOH which began in May 2021.






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Other Income. For the nine-month period ended September 30, 2021, we had other income of $159,764 as compared to $779,458 for the same period in 2020. A reduction of 79.5% from the prior quarterly period is due principally to a net income of $707,618 from disposal of a property which occurred during the nine month period last year. We did not have a similar gain during the current nine month period.

Operating Expenses. For the nine-month period ended September 30, 2021, we had an operating expense of $1,043,271 as compared to operating expenses of $839,415 for the same period ended September 30, 2020, an increase of approximately 24.3%. 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 increase for the current quarterly period due to annual fee of OTCQB and additional four part time laboratory technician to assist in the outsourced Covid-19 samples from MOH.

Chemrex had incurred $843,620 (80.9%) of the total operating expenses of $1,043,271 during the current nine-month period in 2021 as compared to $673,211 for the same period last year. The increase of 25.31% in Chemrex operating expenses for the current period due to was due to increase logistics, port charges and travel associated with the increased revenue for the period. In addition, Chemrex incurred a loss of $57,249 from fair value investments and a loss of $138,406 from unrealized and realized forex transactions during the current period.

BioNexus Malaysia had incurred $64,255 (6.2%) on operating expenses during for the current nine-month period in 2021 as compared to $67,852 (8.1%) for the same period last year. The higher operating expenses for the last period was due to the $9,890 write-off of an investment in Genenews Diagnostics Sdn. Bhd,

BGLC had incurred $135,396 (13%) on operating expenses during for the current nine-month period in 2021 as compared to $98,352 (11.7%) for the same period last year. The increase of 37.66% in BGLC operating expenses for the current period due to increase of professional fee such as audit fees.

Profit from Operations. We had a profit from operations of $845,777 during the nine-month period ended September 30, 2021 compared to $1,276,862 for the same period in 2020, a reduction of 33.4% for the reasons discussed above. In addition, during 2020 period, we had one-time property disposal gain of $742,487.

Income tax expense. For the quarterly period ended September 30, 2021, we had $183,449 for the period as compared with $1,839 for the nine-month period ended September 30, 2020. The provision is for the estimated tax on net income.

Foreign currency exchange gain/(loss). We are exposed to fluctuations in foreign exchange rates on the revaluation of monetary assets and liabilities denominated in currencies other than the US Dollar. Therefore, any change in the relevant exchange rate will require us to recognize a transaction gain or loss on revaluation. For the nine-month period ended September 30, 2021, we experienced a foreign currency loss of $272,876 compared with a foreign currency loss of $3,068 for the nine-month period ended September 30, 2020.






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LIQUIDITY AND CAPITAL RESOURCES

As of September 30, 2021, we had working capital of $4,737,425 compared with working capital of $4,611,896 as of December 31, 2020. The increase in working capital as of September 30, 2021 from December 31, 2020 was due principally to the increase in cash used in our operations.

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) / generated from operating, investing, and financing activities for the nine months ended September 30, 2021 and 2020:





                                                               Nine months ended
                                                                 September 30,
                                                              2021            2020
Net Cash Used in Operating Activities                     $   (473,846 )   $  (379,802 )

Net cash (used in) /generated from investing activities (414,285 ) 1,736,495 Net cash used in generated from financing activities

           (23,263 )        (7,203 )
Foreign currency translation adjustment                       (175,902 )       (18,494 )
Net Change in Cash and Cash Equivalents                   $ (1,087,296 )   $ 1,330,996




Operating Activities


During the nine months ended September 30, 2021, the Company incurred a net profit of $662,328 which, after adjusting for amortization, depreciation, dividend income, fair value on investment, an increase in inventories, trade receivables and deposits, a substantial reduction in trade payables, operating lease liabilities, resulted in net cash of $473,846 being used in operating activities during the period. By comparison, during the nine months ended September 30, 2020, the Company had a net profit of $1,268,261 which, after adjusting for amortization, depreciation, dividend income, gain on disposal of property, plant and equipment $701,447, a decrease in inventories, a reduce in receivables and deposits, a substantial reduction in trade payables, operating lease liabilities, resulted in net cash of $379,802 being used in operating activities during the period.





Investing Activities


During the nine months ended September 30, 2021, the Company had net cash of $414,285 used in investment activities. During the nine months ended September 30, 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 $1,736,495





Financing Activities


During the nine months ended September 30, 2021, Company continued the repayment of a finance lease resulting in net cash used in financing activities of $23,263. By comparison, during the nine months ended September 30, 2020, we had financing activities of $7,203 due to 6 months moratorium on leasing and loan instalments as initiated by the Malaysian Prime Minister in order to lessen the hardship faced by individual borrowers and Small and Medium Enterprises to enjoy an automatic monthly loan instalments moratorium for nine months, starting from April 1, 2020 till September 30, 2020






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