The following discussion and analysis of our financial condition and results of
operations are based upon our consolidated financial statements and the notes
thereto included elsewhere in this Annual Report on Form 10-K, which have been
prepared in accordance with accounting principles generally accepted in the
United States. The preparation of such financial statements requires us to make
estimates and judgments that affect the reported amounts of assets, liabilities,
revenues, and expenses. On an ongoing basis, we evaluate these estimates,
including those related to useful lives of real estate assets, bad debts,
impairment, contingencies and litigation. We base our estimates on historical
experience and on various other assumptions that are believed to be reasonable
under the circumstances, the results of which form the basis for making
judgments about the carrying values of assets and liabilities that are not
readily apparent from other sources. There can be no assurance that actual
results will not differ from those estimates. The analysis set forth below is
provided pursuant to applicable SEC regulations and is not intended to serve as
a basis for projections of future events. See "Cautionary Statement Regarding
Forward Looking Statements" above.



Critical Accounting Policies and Management Estimates





In preparing our financial statements we are required to formulate accounting
policies regarding valuation of our assets and liabilities and to develop
estimates of those values. In our preparation of the financial statements for
the year ended December 31, 2020, there were two estimates made which were (a)
subject to a high degree of uncertainty and (b) material to our results, as
follows:



? The determination, as set forth in Note 3 to our Financial Statements, that

the $7,691,679 balance in accounts receivable as of December 31, 2020

warranted an allowance for doubtful accounts of $3,300,027. The determination

was based on our review of the statement from Harbin Medical Insurance

Management Center, Generally, the Center sets for each hospital an insurance

claim limit, even though the hospital is not permitted to refuse to receive

patients. If the hospital receive too many patients, it will exceed the claim

limit, and record an excess insurance claim. The Center will pay part of the

excess insurance claim from an insurance regulatory fund that is shared among

all local hospital that have excess insurance claims, but full reimbursement

is not assured. In accordance with the principle of prudence, the Company made

a determination that any excess insurance claim outstanding for more than two

years without reimbursement should be treated as a doubtful account. As of

December 31, 2020, the amount of excess insurance claims aged over two years


    without reimbursement was $3,300,027, which was treated as a bad debt.



? The determination to record depreciation of our principal medical property and

equipment over an average useful life of approximately twenty years. (A

quantification of that depreciation is set forth in Note 6 to our Financial

Statements.) The determination was based primarily on our expectation that the

useful life of our hospital facilities would exceed thirty years, based on the


    experience of comparable facilities in our location.




                                       15




Results of Operations for the Years Ended December 31, 2020 and 2019

The following table shows key components of the results of operations during the years ended December 31, 2020 and 2019:





                                                For the Year Ended
                                                   December 31,                        Change
                                               2020             2019              $               %
Revenue:
Medicine                                   $  9,400,113     $ 10,778,239     $  1,378,126           (13 %)
Patient services                             26,306,084       20,685,194       (5,620,890 )          27 %
Total revenue                                35,706,197       31,463,433       (4,242,764 )          13 %
Operating costs and expenses:
Cost of medicine sold                         6,796,711        7,835,364       (1,038,653 )         (13 %)
Medical consumables                           8,338,807        4,671,611        3,667,196            78 %
Salaries and benefits                         8,374,223        7,502,622          871,601            12 %
Office supplies                               1,630,623        1,614,261           16,362             1 %
Vehicle expenses                                233,720          312,857          (79,137 )         (25 %)
Utilities expenses                              624,352          576,804           47,548             8 %
Rentals and leases                              223,949          124,763           99,186            79 %

Advertising and promotion expenses              130,246           53,449   

       76,797           144 %
Interest expense                              1,137,445        1,112,000           25,445             2 %
Professional fee                                109,562          337,260         (227,698 )         (68 %)

Convertible notes expense                      (322,363 )        332,067   

     (654,430 )        (197 %)
Warrant expense                                 139,467          110,840           28,627            26 %
Depreciation                                  2,696,065        2,212,022          484,043            22 %

Total operating costs and expenses           30,112,807       26,795,920        3,316,887            12 %
Earnings from operations before other
income and income taxes                       5,593,390        4,667,513          925,877            20 %
Other income(expenses)                         (396,497 )     (2,741,155 )     (2,344,658 )         (86 %)
Earnings from operations before income
taxes                                         5,196,893        1,926,358        3,270,535           170 %
Income tax                                    1,369,615          657,699          711,916           108 %
Net income                                    3,827,278        1,268,659        2,558,619           202 %

Other comprehensive income:

Foreign currency translation adjustment       1,611,738         (361,125 )     (1,972,863 )        (546 %)
Comprehensive income                       $  5,439,016     $    907,534
 $  4,531,482           499 %




Revenue



Operating revenue for the year ended December 31, 2020, which resulted primarily
from medicine (i.e. pharmaceuticals) revenue and patient services revenue, was
$35,706,197, an increase of 13% as compared with the operating revenue of
$31,463,433 for the year ended December 31, 2019. Revenue from the sale of
medicine decreased by 13%, while revenue from provision of patient services grew
by 27%. The increase in patient service revenue occurred despite the fact that
the number of treated inpatients decreased by 29% to 14,649 patients, 6,002 less
than the 20,651 patients treated in 2019. However, as the spread of COVID-19
through the population of the City of Harbin in 2020 resulted in patients with
complex and life-threatening situations, the per capita medical expenses of
inpatients increased to $1,151 in 2020, $387 or 51% more than the per capita
medical expenses of inpatients in 2019. That 51% increase in per capita expense
yielded only a 27% increase in patient service revenue, however, because the
quarantines related to the pandemic prevented much of the elective medical

procedures from occurring.



Operating costs and expenses



Total operating costs and expenses were $ 30,112,807 for the year ended December
31, 2020, an increase of $ 3,316,887 or 12% as compared to $ 26,795,920 for
2019. Since revenue increased by only 13% year-to-year, The 12% increase in
operating costs and expenses correlated with the 13% increase in revenue. The
primary components of the $3,316,887 increase in costs and expenses were:



? $3,667,196 increase in the cost of medical consumables. This 78% increase in

expenses attributable to medical consumables was primarily related to the 51%

increase in per capita medical expenses, as COVID-19 patients required more

intensive treatment. Medical consumables mainly consist of materials

expenses, medical repair expenses and test reagents. The largest components of

the increase was the increase in materials expenses of $2,770,116 and an


    increase in inspection expenses of $448,620.



? $871,601 increase in salaries and benefits, reflecting $1,125,966 increase in

salaries, partially offset by a $300,002 decrease in social insurance expense.

This 12% increase in our labor costs was primarily caused by the revenue


    increase attributable to the hospitals, as we incurred labor costs in
    preparation for full scale operations of our branch hospitals.



? $76,797 increase in advertising and promotion expenses, likewise primarily


    attributable to the expansion of our operations during 2020.




                                       16




? $484,043 increase in depreciation and amortization. This increase occurred

because we increased the book value of our property and equipment as a result

of additional property and equipment placed in service by $2,555,443 during


    2019 and by $ 9,276,833 during 2020, which led to a 22% increase in
    depreciation during 2020.




Partially offsetting the factors listed above was a $1,038,653 decrease in the
cost of medicine. As our sales of medicine decreased by 13%, the cost of the
medicine sold decreased by 13%. The decrease was attributable to both Western
medicine and Chinese traditional medicines.



After taking these factors into account, we reported $5,593,390 in Earnings from
Operations during 2020, compared to $4,667,513 during 2019, which represented
$925,877 or a 20% increase.



Other Income (expenses)



Other Income (expenses) for the year ended December 31, 2020 mainly consisted of
a $389,940 increase in our allowance for doubtful accounts. The reasons for the
increase was set forth above under "Critical Accounting Policies and Management
Estimates". As of December 31, 2020, the amount of excess insurance claims that
are recorded on our books as bad debts was $3,300,027.



After taking other income (expenses) into account, the Company recorded Earnings
before Income Taxes of $5,196,893 in 2020, an increase of $3,270,535 or 170%
over Earnings before Income Taxes recorded in 2019, when we reduced our recorded
Earnings by recording a bad debt expense of $2,700,035 related to excess
insurance claims.



Income taxes



Corporate Income Tax (CIT) is determined under the Provisional Regulations of
PRC Concerning Income Tax on Enterprises promulgated by the PRC, income tax is
payable by enterprises at a rate of 25% of their taxable income.



The following table shows the components of the allowance for PRC income tax
recorded for 2020:



                                          Amounts

Income tax expense                      $         -
Income tax: 2020 deferred                 1,369,615

Tax expense from continuing operation $ 1,369,615






                                          Amounts
Reconciliation:
Income tax at statutory rate            $ 1,369,615

Tax expense from continuing operation $ 1,369,615






According to the PRC "Notice on Preferential Corporate Income Tax (CIT)
Treatment for Eligible Equipment or Machinery (Cai Shui [2018] No. 54)", a 100%
immediate tax deduction for CIT purposes is allowed for purchases of equipment
on the condition that the unit price of each item of equipment or machinery is
individually less than RMB5 million. Depreciation for tax purposes is not
required. Basis differences between tax and GAAP for depreciation of property
and equipment exist because in 2020 the Company purchased Eligible Equipment for
RMB42.13 million, which produced $1,369,615 in deferred income tax, representing
the difference between PRC tax treatment and GAAP treatment of taxation arising
from equipment acquisition.



Net Income



After deducting other income and expenses as well as the provision for income
tax, the Company's net income for the year ended December 31, 2020 was
$3,827,278, representing an increase of $2,558,619 or 202% from the $1,268,659
recorded for the year ended December 31, 2019. The increase in net income for
the year ended December 31, 2020 was primarily due to aforementioned changes in
operating revenue and expenses.



                                       17




Liquidity and Capital Resources

Our cash flows for the past two years are summarized below:





                                                                     The Year Ended December 31,
                                                                        2020               2019
Net cash provided by operating activities                               10,643,017       11,847,403
Net cash used in investing activities                                   (8,271,723 )     (3,962,588 )
Net cash used in financing activities                                   (3,430,093 )     (6,108,976 )
Effect of exchange rate fluctuation on cash and cash equivalents           (67,503 )        (61,160 )
Net increase(decrease) in cash and cash equivalents                     (1,126,302 )      1,714,679
Cash and cash equivalents, beginning of period                           1,971,129          256,450
Cash and cash equivalents, ending of period                        $      

844,827     $  1,971,129

As of December 31, 2020, the Company had $844,827 of cash and cash equivalents, a decrease of $1,126,302 from our cash balance at December 31, 2019. The decrease occurred because our operations during 2020 yielded $10,643,017 in cash.

Net Cash Provided by Operating Activities

The primary reasons that cash provided by operations so far exceeded our net income of $3,827,278 in 2020 were:





  ? Our accounts receivable balance was reduced by $492,436, including the
    $575,638 increase in our allowance for doubtful accounts.




  ? Our net income was reduced by a depreciation charge of $2,696,065 and a
    $1,137,445 accrual of interest.




  ? We increased our accounts payable account by $2,802,124.




  ? We increased our deferred tax payable account by $1,369,615.




At the same time, despite the $10,643,017 in cash provided by operations, our
balance sheet at December 31, 2020 showed a working capital deficit of
$3,877,411, representing an increase of $2,475,862 from our working capital
deficit at December 31, 2019. The increase in our working capital deficit was
primarily attributable to:



  ? our expenditure of $8,271,723 on fixed assets during 2020; and



? our use of $3,430,093 in cash for financing activities, primarily payments on


    capital lease obligations.




Cash flow from operating activities during the year ended of December 31, 2020
substantially exceeded net income, primarily because of an increase in the
Company's accounts payable balance by $2,802,124 and an increase in the deferred
tax payable balance by $1,369,615. These items do not necessarily represent
patterns that will be repeated: the Company's ability to defer satisfaction of
its payables without injuring its relations with vendors is limited; the surge
in 2020 revenue leading to increased deposits received by $71,508 reflects in
part delivery of medical procedures that were delayed by the pandemic. It is the
case, therefore, that the Company's ability to generate cash from operating
activities during the year of 2020 despite the increment in its profitability
may not be replicable in the future operation.



Net Cash Used in Investing Activities


Net cash used in investing activities for the year ended December 31, 2020 was
$8,271,723, compared to net cash used in investing activities of $3,962,588 for
the year ended December 31, 2019. The cash used in investing activities for 2020
increased comparing with 2019 and was mainly due to increment in purchase of
medical equipment and payment of construction in progress by $3,558,182 which
increased to $8,271,723 in 2020 from $4,713,541 in 2019.



Net Cash Provided by Financing Activities


Net cash used in financing activities for the year ended December 31, 2020 was
$3,430,093, as compared to net cash used in financing activities of $6,108,976
for the year ended December 31, 2019. The cash used in financing activities for
2020 decreased when comparing with 2019 and was mainly due to reduction of
payment on capital lease obligation by $3,707,735 which reduced to $4,387,588 in
2020 from $8,095,323 in 2019.



Although our current resources and cash flows are adequate to pay our current
ongoing obligations, we anticipate that our future liquidity requirements will
arise from the need to fund our growth and future capital expenditures. The
primary sources of funding for such growth requirements are expected to be
additional funds raised from the sale of equity and/or debt financing. However,
we can provide no assurances that we will be able to obtain additional financing
on terms satisfactory to us.



                                       18




Trends, Events and Uncertainties





Many residents of the City of Harbin, where all of our operations are located,
have contracted COVID-19 during the current pandemic. As a result, the national
and local government have imposed serious restrictions on business operations
within the City, including mandatory quarantines. The quarantines have prevented
Jiarun Hospital from carrying on its normal operations.



The China Ministry of Health, as well as other related agencies, may change the
prices we can charge for medical services, drugs and medications. We cannot
predict the impact of these proposed changes since the changes are not fully
defined and we do not know whether such changes will ever be implemented or

when
they may take effect.



We plan to acquire other hospitals and companies involved in the healthcare
industry in the PRC using cash and shares of our common stock. Substantial
capital may be needed for these acquisitions and we may need to raise additional
funds through the sale of our common stock, debt financing or other
arrangements. We do not have any commitments or arrangements from any person to
provide us with any additional capital. Additional capital may not be available
to us, or if available, on acceptable terms, in which case we would not be able
to acquire other hospitals or businesses in the healthcare industry.



Other than the factors listed above we do not know of any trends, events or
uncertainties that have had or are reasonably expected to have a material impact
on our net sales or revenues or income from continuing operations. Our business
is not seasonal in nature.


Off-Balance Sheet Arrangements

We do not have any off-balance sheet items reasonably likely to have a material effect on our financial condition.

Recent Accounting Pronouncements

Recent accounting pronouncements issued by the FASB, the AICPA or the SEC did not, or are not believed by management to, have a material effect on the Company's present or future consolidated financial statements.

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