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 Corporation Sdn. Bhd. ("Chemrex"), both are Malaysian companies.

BGLC is an emerging molecular lab focused on the application of functional genomics to enable early detection of infectious diseases and cancers. 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 Coronavirus, Dengue, HIV, HPV and the risk potentiality of cancers diseases. This unique blood 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. Another lab focuses on Covid-19 and Colon cancer screening is located at 4th floor, Lifecare Diagnostic Centre, Kuala Lumpur, Malaysia. Our telephone number is (+60) 1221-26512 and our website 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 Asean 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 office 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 website is www.chemrex.com.my.






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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 followed by a number of prominent variants, including Alpha, Beta, Delta, and Omicron. Although new variants are an expected part of the evolution of viruses, new variant is more aggressive, highly transmissible, vaccine-resistant, able to cause more severe disease in Malaysia. We believe that most people were reluctant to visit hospitals and clinics in view of the post Covid-19 Omicron and its subvariants for fear of transmission from other patients or medical staff. Since our RNA screening is administered at a diagnostic center, our business has been adversely affected as a result.

The results of operations for Chemrex were adversely impacted during fiscal year 2022 and the 1st quarter of 2023 as businesses of Chemrex customers especially the manufacturers had suffered significant impact. Many of them across the country saw their supply chains interrupted, demand for their products and services decline, shortages in supplies and inputs.





Recent Developments.


We had proposed an annual $28m screening project to the Chief Secretary of the Health Ministry of Malaysia for a nationwide RNA screening on 0.2% of the population aged 40 and above. The Deputy Director General from Public Health met us on January 17, 2023 to examine the cost effectiveness of our RNA screening. While the Federal government is studying our proposal, Sabah state government planned to allocate $2.5m to establish a lab in Kota Kinabalu, Sabah capital city for Bionexus-Malaysia to work with local hospitals and state insurance corporation. Meanwhile, we had presented our technology and expansion plan nationally and globally to the Minister of Science and Technology. We received favorable response and we are advised to submit for a $2m technology grant for the continuation of research, commercialization and expansion.

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





                                                                            December
                                                           March 31,           31,
                                                              2023            2022
Period ended March 31, 2023 /Year-ended December 31,
2022 US$1: MYR exchange rate                                    4.4170          4.3900

                                                           January 1,      January 1,
                                                            2023 to          2022 to
                                                           March 31,        March 31,
                                                              2023            2022
3 months average US$1: MYR exchange rate                        4.3968          4,1938





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Results of Operations


Three Months Ended March 31, 2023 Compared with the Three Months Ended March 31, 2022.

The following table sets forth key selected financial data for the three months ended March 31, 2023 and 2022.





Consolidated



                                     Three months ended
                                          March 31,
                                    2023             2022
REVENUE                         $  2,377,205     $  3,028,945

COST OF REVENUE                   (2,008,308 )     (2,672,612 )

GROSS PROFIT                         368,897          356,333

OTHER INCOME                         117,344           46,394

OPERATING EXPENSES
General and administrative          (536,872 )       (368,036 )

(LOSS)/PROFIT FROM OPERATIONS (50,631 ) 34,691



FINANCE COSTS                         (2,445 )         (3,326 )

(LOSS)/PROFIT BEFORE TAX             (53,076 )         31,365

Tax expense                          (15,990 )        (14,299 )

NET (LOSS)/PROFIT               $    (69,066 )   $     17,066
Other comprehensive income:
Foreign currency loss                (39,039 )        (68,776 )

COMPREHENSIVE LOSS              $   (108,105 )   $    (51,710 )





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Segmented Information



                        BioNexus                               BioNexus
                        Malaysia             Chemrex           Malaysia             Chemrex
                     Three months ended March 31, 2023      Three months ended March 31, 2022
REVENUE              $        7,436       $   2,369,769     $       24,269       $   3,004,676

COST OF REVENUE              (5,347 )        (2,002,961 )           (8,038 )        (2,664,574 )

GROSS PROFIT                  2,089             366,808             16,231             340,102

OTHER INCOME                  1,126             116,218              2,076              44,306

OPERATING EXPENSES
General and
administrative              (46,255 )          (383,177 )          (44,042 )          (297,769 )

FINANCE COSTS                  (666 )            (1,779 )             (799 )            (2,527 )

(LOSS)/PROFIT
BEFORE TAX                  (43,706 )            98,070            (52,269 )           170,751

Tax expense                       -             (15,990 )                -             (14,299 )

NET (LOSS)/PROFIT    $      (43,706 )     $      82,080     $      (52,269 )     $     156,452

Revenue. For the quarter ended March 31, 2023, we had total revenue of $2,377,205 as compared to total revenue of $3,028,945 for the quarter ended March 31, 2022, decreased by 21.5% from the prior quarter.

Chemrex contributed $2,369,769 (99.7%) of the total revenue for the current quarter ended March 31, 2023 as compared to $3,004,676 (99.2%) of the total revenue for the quarter ended March 31, 2022. Chemrex's revenues had a decrease by $634,907 of 21.13% from prior quarter. The revenue decreased in first quarter of 2023 was due to material cost for Resin & Fiberglass mat has been reduced in Malaysia. As a result, we adjusted the selling price of our product to stay competitive. Chemrex is catching up with the markets change post pandemic by targeting the right manufacturers to reduce cost of logistics and warehousing meanwhile may scarify some small retail business.

BioNexus-Malaysia contributed $7,436 (0.3%) of the total revenue for the quarter ended March 31, 2023 as compared to revenue of $24,269 (0.8%) of the total revenue from the quarter ended March 31, 2022. Revenues had decreased by $16,833 from prior quarter of $24,269, a 69.4% decrease. RNA screening process have been adversely impacted by the onset of the Covid-19 pandemic followed by a number of prominent variants, including Alpha, Beta, Delta, and Omicron. Although new variants are an expected part of the evolution of viruses, new variant is more aggressive, highly transmissible, vaccine-resistant, able to cause more severe disease in Malaysia. We believe that most people were reluctant to visit hospitals and clinics in view of the post Covid-19 Omicron and its subvariants for fear of transmission from other patients or medical staff. Since our RNA screening is administered at a diagnostic center, our business had been adversely affected as a result.

Cost of Revenue. For the quarter ended March 31, 2023, we incurred $2,008,308 in cost of revenues, as compared to $2,672,612 for the quarter ended March 31, 2022, a decrease of approximately 24.9% was due to reason as stated above.

Chemrex had incurred $2,002,961 (99.7%) of the total cost of revenue during the current quarter period ended March 31, 2023 as compared to the quarter ended March 31, 2022 wherein Chemrex had incurred $2,664,574 (99.7%) of the total cost of revenue. The decrease in Chemrex's cost of revenues of 24.8% for the current period was due to its decreased revenues and reason as stated above.

BioNexus had incurred $5,347 (0.3%) of the total cost of revenues during the current quarter period ended March 31, 2023 as compared to $8,038 (0.3%) for the quarterly period ended March 31, 2022. Cost of revenue had decreased by $2,691 from prior quarter of 33.5% decrease was due to its decreased revenues and reason as stated above.






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Gross Profit. For the quarterly period ended March 31, 2023, we had total gross profit of $368,897 as compared to gross profit of $356,333 for the quarterly period ended March 31, 2022, an increase by approximately 3.5% from the prior period.

Chemrex contributed $366,808 (99.4%) of the total gross profit for the current quarter ended March 31, 2023 as compared to $340,106 (95.4%) of the total gross profit for the quarter ended March 31, 2022. Chemrex's gross profit increased by $26,706 from prior quarter, approximately 7.85% increase. The gross profit increase for Chemrex in current quarter was due to cost of revenue had been reduced.

BioNexus-Malaysia contributed $2,089 (0.6%) of the total gross profit of $368,897 for the current quarter ended March 31, 2023 as compared to gross profit of $16,231 (4.6%) of the total gross profit from the quarter ended March 31, 2022. The substantial decrease by approximately 87.1% from the prior period due to its decreased revenues and less lab consumables purchased for the same reason stated above.

Other Income. For the quarterly period ended March 31, 2023, we had of $117,344, as compared to of $46,394 for the quarterly period ended March 31, 2022, an increase of approximately 152.9%.

Chemrex contributed $116,218 (99%) of other income for the current quarter ended March 31, 2023 as compared to $44,306 (95.5%) of the other income for the quarter ended March 31, 2022. Chemrex's other income increased by 162.3% due to gain on fair value of investment, bank interest earning and unrealized forex gain.

BioNexus-Malaysia contributed $1,126 (1%) of other income for the current quarter ended March 31, 2023 as compared to $2,076 (4.5%) of the other income for the quarter ended March 31, 2022. The decrease of 45.8% due to bank interest earning has been reduced.

Operating Expenses. For the quarter ended March 31, 2023, we had total operating expense of $536,872 as compared to total operating expenses of $368,036 for the quarter ended March 31, 2022, an increase by approximately 45.9%. It was due to general and administrative expenses which includes depreciation of fixed assets, employee compensation and benefits, professional fees and marketing and travel expenses.

Chemrex had incurred $383,177 (71.4%) of the total operating expenses for the current quarter ended March 31, 2023 as compared to $297,769 (80.9%) of the total operating expenses for the quarter ended March 31, 2022, an increase by 28.68%. The increase in operating expenses was due to commission, travelling and increased in medical expenses.

BioNexus-Malaysia had incurred $46,255 (8.6%) of the total operating expenses for the current quarter ended March 31, 2023 as compared to $44,042 (12%) of the total operating expenses for the quarter ended March 31, 2022, a slightly increase by 5%. The increase in operating costs of the current quarter was due to travelling and cost incurred for vehicle maintenance.

BGLC, the holding company had incurred $107,440 (20%) of total operating expenses for the current quarter ended March 31, 2023 as compared to $26,255 (7.1%) of the total operating expenses for the quarter ended March 31, 2022. The increase of $81,215, approximately 309.69% in operating costs for the quarter ended March 31, 2023 was due to the expenses on filing fees for form S-1, consultant fees for capital & corporation advisory services, fees for three independent board members and audit committee, SEC compliance services, SEC registration fee, increased fee of shareholder maintenance by Securities Transfer Corporation and an additional review fee for S-1.

Loss/Profit from Operations. We had a loss from operations of $50,631 for the quarter ended March 31, 2023 as compared to a profit of $34,691 for the quarter ended March 31, 2022, an increase by approximately 145.9% from the prior period, for the reasons discussed above.

Income tax expense. For the quarter ended March 31, 2023, we had estimated income tax expenses of $15,990 as compared to $14,299 for the quarter ended March 31, 2022 for Chemrex. There was no tax provision for Bio-Nexus Malaysia for the quarters ended March 31, 2023 and 2022.

Foreign currency exchange 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 March 31, 2023, we experienced a foreign currency loss of $39,039 as compared with a foreign currency loss of $68,776 for the three-month period ended March 31, 2022.






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LIQUIDITY AND CAPITAL RESOURCES

As of March 31, 2023, we had working capital of $3,895,384 compared with working capital of $4,017,749 as of December 31, 2022. The decrease in working capital as of March 31, 2023 from December 31, 2022 was due principally to the decrease in cash used in our operations.

Our primary uses of cash had been for operations. The main sources of cash was generated from operational revenues and the private placement of our common stock. The following trends could 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 three months ended March 31, 2023 and 2022:





                                                            Three months ended
                                                                 March 31,
                                                            2023           2022
Net cash used in Operating Activities                    $ (118,297 )   $  (37,839 )
Net cash used in investing activities                        (5,056 )     (197,133 )
Net cash generated from/(used in) financing activities            -              -
Foreign currency translation adjustment                     (22,299 )      (44,625 )
Net Change in Cash and Cash Equivalents                  $ (145,652 )   $ (279,597 )




Operating Activities


During the first quarter ended March 31, 2023, the Company incurred a net loss of $69,066 which, after adjusting for amortization, depreciation, dividend income, fair value gain on share investment, a decrease in inventories, trade receivables and a substantial reduction in trade payables, operating lease liabilities, advance payment from customer, resulted in net cash of $118,297 being used in activities during the first quarter ended 2023. By comparison, during the first quarter ended March 31, 2022, the Company had a net profit of $17,066 after adjusting for amortization, depreciation, dividend income, fair value loss on share investments, an increase in inventories and a decrease in trade receivables, deposits, deferred cost of revenue, a substantial reduction in trade payables, operating lease liabilities, advance payment from customer, deferred revenue, resulted in net cash of $37,839 being used in operating activities during the period.





Investing Activities


During the first quarter ended March 31, 2023, the Company had net cash of $5,056 used in investment activities from acquisition of share investment of $13,646 and purchase of plant & equipment of $102. During the first quarter ended March 31, 2022, the Company had net cash from acquisition of share investment of $172,172 and purchase of plant and equipment of $32,191 resulting in net cash used in financing activities of $197,133.





Financing Activities


During the first quarter ended March 31, 2023 and 2022, Company had no financing activities.

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