UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For The Quarterly Period Ended ~~September~~March 3031, ~~2019~~2020

[ ] 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,

~~43500~~ Semenyih, Selangor D.E., Malaysia 43500

(Address of principal executive offices)(zip code)

Issuer’s telephone number: +60 3 8703 2020

~~Company~~(Registrant’s ~~email:~~telephone ~~biopluslife@gmail.com~~number, including area codes)

~~(Address,~~Securities ~~including~~registered ~~zip~~pursuant ~~code,~~to ~~and~~Section ~~telephone~~12(b) ~~number, including area code,~~ of ~~registrant’s~~the ~~principal~~Act: ~~mailing address)~~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 [X ] NO [ X]

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 [X]

~~Indicate by~~Large ~~check mark whether the registrant is a large~~ accelerated ~~fler, an accelerated~~ filer, a[ ~~non-accelerated~~] Accelerated filer, a[ ~~smaller~~] ~~reporting company, or an emerging growth company. See the definitions of “large~~ Non-accelerated filer,” ~~“accelerated~~[X] ~~filer,” “smaller~~Smaller reporting company,” ~~and~~[X] ~~“emerging~~Emerging growth company” ~~in Rule 12b-2 of the Exchange Act.~~[X]

Large Accelerated Filer [ ] Accelerated Filer [ ] Non-accelerated Filer [ ] Smaller reporting company [X]

Emerging growth company [X]

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 [X]

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~~October 1312, ~~2019~~2020
Common Stock, $.0001 par value		~~359~~362,~~305~~905,561

TABLE OF CONTENTS

		~~Page~~	Page
PART I	FINANCIAL INFORMATION
ITEM 1.	~~UNAUDITED CONDENSED CONSOLIDATED~~ FINANCIAL STATEMENTS:	~~F-1~~	F-1
	Condensed Consolidated Balance Sheets as of September 30, 2019 (unaudited) and Dec 31, 2018 (audited)	F-2
	Condensed Consolidated Balance Sheets as of March 31, 2020 (unaudited) and December 31, 2019 (audited)		F-2
	Condensed Consolidated Statements of Operations and Comprehensive Losses for the Three months and Nine months Ended September 30, 2019 and 2018 (unaudited)	F-3
	Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the Three Months Ended March 31, 2020 and 2019 (unaudited)		F-3
	Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Nine months Ended September 30,2019 (unaudited)	F-4
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2020 and 2019 (unaudited)		F-4
	Condensed Consolidated Statements of Cash Flows for the Nine months Ended September 30, 2019 and 2018 (unaudited)	F-5
	Notes to the Condensed Consolidated Financial Statements		F-5 - F-14
	Notes to the Condensed Consolidated Financial Statements	F-6 - F-15
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		3
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	3
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		10
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	5
ITEM 4.	CONTROLS AND PROCEDURES		10
ITEM 4.	CONTROLS AND PROCEDURES	5
PART II	OTHER INFORMATION
PART II	OTHER INFORMATION
ITEM 1	LEGAL PROCEEDINGS		11
ITEM 1	LEGAL PROCEEDINGS	6
ITEM 2	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS		11
ITEM 2	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	6
ITEM 3	DEFAULTS UPON SENIOR SECURITIES		11
ITEM 3	DEFAULTS UPON SENIOR SECURITIES	6
ITEM 4	MINE SAFETY DISCLOSURES		12
ITEM 4	MINE SAFETY DISCLOSURES	6
ITEM 5	OTHER INFORMATION		12
ITEM 5	OTHER INFORMATION	6
ITEM 6	EXHIBITS		12
ITEM 6	EXHIBITS	7
	SIGNATURES		13
	SIGNATURES	8

PART I FINANCIAL INFORMATION

ITEM 1. ~~UNAUDITED CONDENSED CONSOLIDATED~~ FINANCIAL STATEMENTS:

BIOPLUS LIFE CORP.

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

	~~Page~~	Page
Condensed Consolidated Financial Statements
Condensed Consolidated Balance Sheets as of September 30, 2019 (unaudited) and Dec 31, 2018 (audited)	F-2
Condensed Consolidated Balance Sheet for the Three Months Ended March 31, 2020 and December 31, 2019 (audited)		F-2
Condensed Consolidated Statements of Operations and Comprehensive Losses for the Three months and Nine months Ended September 30, 2019 and 2018 (unaudited)	F-3
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the Three Months Ended March 31, 2020 and 2019 (unaudited)		F-3
Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Nine months Ended September 30,2019 (unaudited)	F-4
Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2020 and 2019 (unaudited)		F-4
Condensed Consolidated Statements of Cash Flows for the Nine months Ended September 30, 2019 and 2018 (unaudited)	F-5
Notes to the Condensed Consolidated Financial Statements		F-5 - F-14
Notes to the Condensed Consolidated Financial Statements	F-6 - F-15

F-1

BIOPLUS LIFE CORP.

~~CONDENSED~~ CONSOLIDATED BALANCE SHEETS

As(Amount ofexpressed ~~September~~in ~~30,~~United ~~2019~~States Dollars (~~Unaudited~~“US$”), ~~and~~except ~~December~~for ~~31,~~number ~~2018~~of ~~(Audited~~shares)

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

			As of
	Note		March 31, 2020			December 31, 2019
			(Unaudited)
ASSETS
Current assets:
Cash and bank balances			$	175,307		$	210,740
Account receivables				356,924			308,688
Income tax receivables				56,865			7,675
Amount due from related parties		3		28,895			19,771
Amount due from directors		4		5,820			5,821
Amount due from shareholder		5		360			-
Inventories		6		218,533			303,954
Other receivables, deposits and prepayments		7		97,928			133,060
Total current assets				940,632			989,709

Non-current assets:
Property, plant and equipment, net		8		2,086,957			2,217,247
Intangible assets		9		1,627			-
Total non-current assets				2,088,584			2,217,247
TOTAL ASSETS			$	3,029,216		$	3,206,956

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Account payables			$	57,371		$	48,298
Obligation under finance lease		10		31,319			33,343
Bank borrowings		11		211,550			195,027
Other payables and accrued liabilities		12		401,293			494,045
Provision for taxation				3,604			3,604
Amount due to directors		4		9,489			8,489
Total current liabilities				714,626			782,806

Non-current liabilities:
Obligation under finance lease		10		79,223			92,133
Bank borrowings		11		537,067			553,144
Deferred taxation		13		40,550			42,631
Total non-current liabilities				656,840			687,908
TOTAL LIABILITIES			$	1,371,466		$	1,470,714

Stockholders’ equity:
Common stock, par value $0.0001: 359,305,561 and 359,305,561 shares issued and outstanding as of March 31, 2020 and December 31 2019, respectively.		14	$	36,291		$	35,931
Additional paid up share capital		14		1,998,870			1,998,870
Share subscription money				-			-
Accumulated loss				(208,332	)		(216,550	)
Other comprehensive loss				(169,079	)		(82,009	)
Total stockholders’ equity				1,657,750			1,736,242
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY			$	3,029,216		$	3,206,956

		Sept 30, 2019			Dec 31, 2018
	Note	(Unaudited)			(Audited)
ASSETS
Current assets:
Cash and bank balances		$	100,730		$	398,133
Account receivables			159,270			363,950
Income tax receivables			22,277			-
Amount due from related parties	3		29,692			31,007
Amount due from directors			-			3,567
Inventories	4		302,438			443,597
Other receivables, deposits and prepayments	5		77,134			43,749
Total current assets			691,541			1,284,003
Non-current assets:
Property, plant and equipment, net	6		2,113,597			2,187,065
TOTAL ASSETS		$	2,805,138		$	3,471,068
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Account payables		$	-		$	190,967
Obligation under finance lease	7		22,630			22,895
Bank borrowings	8		-			195,490
Amount due to related parties			-			71,014
Amount due to directors			2,468			8,761
Other payables and accrued liabilities	9		271,552			472,871
Amount due to investor			8,000			-
Contra account			143			-
Sales tax payable			5,821			-
Provision for taxation			3,604			14,354
Total current liabilities			314,218			976,352
Non-current liabilities:
Obligation under finance lease	7		57,318			75,161
Bank borrowings	8		599,821			575,482
Deferred taxation			46,793			47,341
Total non-current liabilities			703,932			697,984
TOTAL LIABILITIES		$	1,018,150		$	1,674,336
Stockholders’ equity:
Common stock, par value $0.0001: 359,305,561 and 359,305,561 share issued and outstanding as of June 30, 2019, and Dec 31, 2018, respectively.		$	35,931		$	35,931
Additional paid up share capital			1,998,870			1,998,870
Accumulated losses			(115,992	)		(123,358	)
Other comprehensive losses			(131,821	)		(114,711	)
Total stockholders’ equity			1,786,988			1,796,732
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY		$	2,805,138		$	3,471,068

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

See accompanying notes to condensed consolidated financial statements.

F-2

BIOPLUS LIFE CORP.

~~CONDENSED~~ CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE ~~LOSSES~~INCOME/ (LOSS)

~~For~~(Amount ~~the~~expressed ~~three~~in ~~months~~United ~~and~~States ~~nine~~Dollars ~~months~~(“US$”), ~~ended~~except ~~September~~for ~~30,~~number ~~2019~~of ~~and 2018~~shares)

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

(Unaudited)

			Three months ended Sept 30								Nine months ended Sept 30
					Three months ended March 31,
	Note		~~2019~~		2020		~~2018~~		2019		~~2019~~			~~2018~~
Revenues, net			$	~~446,437~~	$	653,978	$	~~1,132,192~~	$	357,935	$	~~1,201,326~~		$	~~2,408,669~~
Cost of revenues				~~(210,313~~	)	(361,617	)	~~(537,770~~	)	(201,939	)	~~(614,299~~	)		~~(1,282,861~~	)
Gross profit				~~236,124~~		292,361		~~594,422~~		155,996		~~587,027~~			~~1,125,808~~
Other income	11	15		~~285~~		231		~~3,287~~		1,634		~~4,499~~			~~254~~
Operating expenses:
General and operating expenses				~~(188,020~~	)	(274,985	)	~~(260,684~~	)	(201,413	)	~~(559,247~~	)		~~(766,519~~	)
Finance cost				~~(8,137~~	)	(9,388	)	~~(20,511~~	)	(8,618	)	~~(24,913~~	)		~~(36,059~~	)
Total expenses				~~(196,157~~	)	(284,373	)	~~(281,195~~	)	(210,031	)	~~(584,160~~	)		~~(802,578~~	)
(Loss)/Gain from operations				40,252				(316,514	)			7,366			323,484
Profit/ (Loss) from operations						8,219				(52,401	)
Income tax income/(expense)	10			-				-				-			-
Income tax expense		13				-				27,991
NET (LOSS)/PROFIT				40,252				(316,514	)			7,366			323,484
NET PROFIT/(LOSS)						8,219				(24,410	)
Other comprehensive expense:
- Foreign currency translation profit				(15,699	)			(74,809	)			(17,100	)		(125,236	)
- Foreign currency translation (loss)/gain						(87,070	)			25,135
TOTAL COMPREHENSIVE PROFIT/(LOSS)			$	24,553			$	241,705			$	(9,734	)	$	198,248
COMPREHENSIVE (LOSS) / INCOME					$	(78,851	)		$	725
Net income/(loss) per share- Basic and diluted				-				-				-			-
Earnings per share					$	-			$	-
Weighted average number of common shares outstanding -Basic and diluted				~~358,787,945~~		361,718,748		~~358,787,945~~		359,305,561		~~358,787,945~~			~~358,787,945~~

~~See~~The accompanying notes toare ~~condensed~~an ~~consolidated~~integral part of these financial statements.

F-3

BIOPLUS LIFE CORP.

CONSOLIDATED STATEMENTS OF ~~CHANGES~~CASH ~~IN STOCKHOLDERS’ EQUITY~~FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2019

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

(Unaudited)

	Common stock						Additional paid up						Accumulated other
	Three months ended March 31,
	Number of Shares			Amount			share capital			Accumulated profit /(loss)			comprehensive loss			Total Equity
	2020			2019
Balance as of Jan 1, 2018		358,463,553			310,576			1,536,712			(13,014	)		(3,175	)		1,831,099
Cash flows from operating activities:
Issued shares		1,950,000			195			584,805			-			-			585,000
Net profit/ (loss)	$	8,219		$	(24,410	)
Elimination		(1,107,992	)		(274,840	)		(122,647	)		-			(16,017	)		(413,504	)
Income tax expenses		-			-
Net loss for the year		-			-			-			(110,344	)		-			(110,344	)
Profit/(Loss) from operations		8,219			(24,410	)
Foreign currency translation profit		-			-			-			-			(95,519	)		(95,519	)
Adjustments to reconcile net profit/(loss) to net cash used in operating activities:
Balance as of Dec 31, 2018		359,305,561			35,931			1,998,870			(123,358	)		(114,711	)		1,796,732
Depreciation of property, plant and equipment		29,887			25,902
Net gain for the year		-			-			-			7,366			-			7,366
Interest expenses		9,388			8,618
Foreign currency translation profit		-			-			-			-			(17,110	)		(17,110	)
Operating profit before working capital changes		47,494			10,110
Balance as of Sept 30, 2019		359,305,561			35,931			1,998,870			(115,992	)		(131,821	)		1,786,988
Changes in operating assets and liabilities:
Inventories		72,621			60,994
Account receivables		(65,128	)		87,382
Other receivables, deposits and prepayments		29,627			(6,482	)
Amount due from related parties		(10,379	)		1,544
Amount due from directors		1,433			192
Amount due from shareholder		(360	)		-
Account payable		11,760			(99,751	)
Other payables and accrued liabilities		(76,513	)		(129,542	)
Cash generated from/ (used in) operating activities		10,555			(75,553	)
Tax paid		(50,995	)		(35,146	)
Net cash used in operating activities		(40,440	)		(110,699	)
Cash flows from investing activities:
Purchase of intangible assets		(1,673	)		-
Purchase of property, plant and equipment		(7,182	)		(7,359	)
Net cash used in investing activities		(8,855	)		(7,359	)
Cash flows from financing activities:
Proceed from issued shares		360			-
Interest expenses		(9,389	)		(8,618	)
Repayment of term loan borrowing		(7,193	)		(7,122	)
Repayment of hire purchase borrowing		(9,062	)		(4,423	)
Net cash used in financing activities		(25,284	)		(20,163	)
Foreign currency translation adjustment		2,099			3,233
NET CHANGE IN CASH AND CASH EQUIVALENTS		(72,480	)		(134,988	)
CASH AND CASH EQUIVALENTS, BEGINNING OF FINANCIAL PERIOD		69,220			255,554
CASH AND CASH EQUIVALENTS, END OF FINANCIAL PERIOD	$	(3,260	)	$	120,566
CASH AND CASH EQUIVALENTS INFORMATION
Cash and bank balance	$	175,307		$	227,619
Bank overdraft		(178,567	)		(107,053	)
Cash and cash equivalents, end of financial period	$	(3,260	)	$	120,566

~~See~~The accompanying notes toare ~~condensed~~an ~~consolidated~~integral part of these financial statements.

F-4

BIOPLUS LIFE CORP.

~~CONDENSED~~NOTES TO CONSOLIDATED ~~STATEMENTS~~FINANCIAL ~~OF CASH FLOWS~~STATEMENT

~~For~~MARCH ~~the nine months ended September 30~~31, ~~2019 and 2018~~2020

~~(Currency~~NOTE ~~expressed~~1- inORGANIZATION ~~United~~AND ~~States~~BUSINESS ~~Dollars (“US$”), except for number of shares)~~BACKGROUND

Bioplus Life Corp., a Nevada corporation (~~Unaudited~~“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”.

	Nine months ended September 30,
	2019			2018
Cash flows from operating activities:
Net profit		7,366			323,484
Adjustments to reconcile net profit to net cash used in operating activities:
Depreciation of property, plant and equipment		82,857			69,292
Interest expenses		24,912			36,059
Operating profit before working capital changes		115,135			428,835
Changes in operating assets and liabilities:
Inventories		141,160			(282,865	)
Account receivables		204,680			(591,576	)
Income tax receivables		-			14,567
Other receivables, deposits and prepayments		(12,290	)		64,253
Amount due from related parties		(69,699	)		248,066
Amount due from directors		(2,725	)		178,921
Account payable		(212,063	)		125,187
Contra account		143			-
Sales tax payable		5,821			-
Amount due to investor		8,000			-
Other payables and accrued liabilities		(201,319	)		48,147
Cash generated/(used in) from operating activities		(23,157	)		233,535
Tax refunded		1,942			-
Tax paid		(34,845	)		(37,429	)
Net cash generated/(used in) from operating activities		(56,060	)		196,106
Cash flows from investing activities:
Purchase of property, plant and equipment		(33,692	)		(199,779	)
Amount due from shareholders		-			47,100
Net cash used in investing activities		(33,692	)		(152,679	)
Cash flows from financing activities:
Proceed from issued shares		-			188,292
Interest expenses		(24,912	)		(36,059	)
Acquisition of term loan		-			-
Acquisition of hire purchase		-			19,840
Repayment of term loan borrowing		(28,574	)		(7,338	)
Repayment of hire purchase borrowing		(18,108	)		-
Net cash used in financing activities		(71,594	)		164,735
Foreign currency translation adjustment		6,522			(100,367	)
NET CHANGE IN CASH AND CASH EQUIVALENTS		(154,824	)		107,795
CASH AND CASH EQUIVALENTS, BEGINNING OF FINANCIAL YEAR		255,554			175,073
CASH AND CASH EQUIVALENTS, END OF FINANCIAL YEAR		100,730		$	282,868
Cash and bank balance		100,730		$	433,097
Bank overdraft		-			(150,229	)
Cash and cash equivalents, end of financial year		100,730			282,868

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.

~~See~~On ~~accompanying~~June ~~notes~~11, to2018, ~~condensed~~the ~~consolidated~~Company ~~financial~~through ~~statements~~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.

The Company, through its subsidiaries supplies high quality health products. Details of the Company’s subsidiaries are below:

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.	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

Going Concern

The Company’s consolidated financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders and affiliates, the ability of the Company to obtain necessary financing to continue operations, and the attainment of profitable operations. The Company recorded a total comprehensive loss of $78,851 for the period ended March 31, 2020 and recorded an accumulated deficit of $208,332 as of March 31, 2020.

Chong Khooi You, President/CEO, a major shareholder of the Company, has provided a written undertaking to provide financials support for year 2020 if any shortfall in cash flow. In this respect, Company has the ability to continue as a going concern, if the Company is unable to obtain adequate capital. The accompanying financial statements do not include any adjustments to reflect the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

F-5

BIOPLUS LIFE CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

For the nine months ended September 30, 2019

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

(UNAUDITED)

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. This transaction was accounted for as a transaction among entities under common control and the assets, liabilities, revenues, and expenses, and as if the transfer occurred at the beginning of the period. Prior periods have been retrospectively adjusted to furnish comparative information.

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

No	Company Name	Place/Date of Incorporation	Particulars of Issued Capital	Principal Activities
1	Bioplus Life Corp. (Labuan)	Malaysia, Labuan May 19, 2017	359,305,560 shares of ordinary shares of US$1 each	Investment Holding
2	Bioplus Life International Holdings Ltd.	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

F-6

BIOPLUS LIFE CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

For the nine months ended September 30, 2019

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

(UNAUDITED)

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”).

●	Use of estimates

In preparing these financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheets and revenues and expenses during the ~~years~~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 ~~six~~three ~~monthsor~~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	%

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 application development costs, which are amortized on a straight-line basis over a useful life of five years.

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 year ended March 31, 2020.

●	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~~Consolidated Statements of Operations and Comprehensive Income.

F-6

●	Revenue recognition

~~Revenue~~Revenues are recognized when itcontrol isof ~~probable~~the ~~that~~promised ~~the~~goods ~~economic~~or ~~benefits~~services ~~associated~~are ~~with~~transferred ~~the~~to ~~transaction~~a ~~will~~customer, ~~flow~~in toan ~~the~~amount ~~enterprise~~that ~~and~~reflects the consideration ~~amount~~that of the ~~revenue~~Company ~~can~~expects beto ~~measured~~receive ~~reliably~~in exchange for those goods or services. ~~Revenue~~The isCompany ~~measured~~applies atthe following five steps in order to determine the ~~fair~~appropriate ~~value~~amount of ~~consideration~~revenue ~~received~~to orbe ~~receivable.~~recognized as it fulfills its obligations under each of its agreements:

● identify the contract with a. ~~Sales~~customer; of● ~~goods~~identify orthe ~~rendering~~performance ofobligations ~~services~~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.

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

i. The amount of revenue can be measured reliably; ii. It is probable that the economic benefits associated with the transaction will flow to the entity; iii. The stage of completion of the transaction at the end of the reporting period can be measured reliably; and iv. The costs incurred for the transaction and the costs to complete the transaction can be measured reliably.

b. Interest income

Interest is recognized on receipt basis.

F-7

BIOPLUS LIFE CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

For the nine months ended September 30, 2019

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

(UNAUDITED)

●	Cost of revenues

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

●	Shipping and handling fees

Shipping and handling fees, if billed to customers, are included in revenue. Shipping ~~ang~~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.

F-7

●	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.

F-8

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 years: <<see comment below>>

	Nine months ended September 30,
	As of and for the three months ended March 31,
	2019		2018
	2020		2019
Year-end MYR : US$1 exchange rate		4.1349		4.1405
Period-end MYR : US$1 exchange rate		4.3025		4.0810
Period average MYR : US$1 exchange rate		4.~~1870~~1819		34.~~9894~~0909
Year-end RMB : US$1 exchange rate		0.1454		0.1456
Period-end US$1 : RMB exchange rate		0.1412		0.1490
Period average RMB : US$1 exchange rate		0.1471		0.1537
Period average US$1 : RMB exchange rate		0.1433		0.1482

●	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~~March 3031, ~~2019~~2020, and ~~2018~~December 31, 2019, 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.

F-98

BIOPLUS LIFE CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

For the nine months ended September 30, 2019

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

(UNAUDITED)

●	Recent accounting pronouncements

InManagement ~~May~~has ~~2014,~~considered ~~the~~all ~~FASB~~recent ~~issued~~accounting ~~Accounting~~pronouncements ~~Standards~~issued ~~Update~~since ~~No. 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”). ASU 2014-09 supersedes~~ the ~~revenue~~last ~~recognition~~audit ~~requirements~~of inour ~~“Revenue~~financial Recognition (Topic 605)”, and requires entities to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or servicesstatements. ~~ASU~~The ~~2014-09 is effective~~Company’s ~~for~~management ~~annual~~believes ~~reporting periods beginning after December 15, 2016, including interim periods within~~ that ~~reporting~~these ~~period.~~recent ~~Early adoption~~pronouncements is not permitted. In August 2015, the FASB issued an Accounting Standards Update to defer by one year the effective dates of its new revenue recognition standard until annual reporting periods beginning after December 15, 2017 (2018 for calendar-year public entities) and interim periods therein. This adoption will not have a material ~~impact~~effect on ~~our~~the Company’s financial statements.

In June 2014, the FASB issued ASU 2014-15, “Presentation of Financial Statements-Going concern (Subtopic 205-40) which provides guidance to an organization’s management, with principles and definitions that are intended to reduce diversity in the timing and content of disclosures that are commonly provided by organizations today in the financial statement footnotes3. ~~This~~AMOUNT ~~guidance in~~DUE ~~ASU~~FROM ~~2014-15~~RELATED is effective for annual periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016. Early application is permitted for annual or interim reporting periods for which the financial statements have not previously been issued. This adoption will not have a material impact on our financial statements.PARTIES

In February 2015, the FASB issued ASU 2015-02 “Consolidation (Topic 810): Amendments to the Consolidation Analysis.” ASU 2015-02 changes the analysis that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. It is effective for annual reporting periods, and interim periods within those years, beginning after December 15, 2015. Early adoption is permitted, including adoption in an interim period. This adoption will not have a material impact on our financial statements.

In July 2015, the FASB issued ASU 2015-11, Inventory, which requires an entity to measure inventory within the scope at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The effective date for the standard is for fiscal years beginning after December 15, 2016. Early adoption is permitted. We will recognize our inventories at cost or net realisable value, whichever lower.

In February 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842). Under the new guidance, lessees will be required recognize the following for all leases (with the exception of short-term leases) at the commencement date: 1) A lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and 2) A right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. The new lease guidance simplified the accounting for sale and leaseback transactions primarily because lessees must recognize lease assets and lease liabilities. Lessees will no longer be provided with a source of off-balance sheet financing. The amendments in this ASU are effective for fiscal years beginning after December 15, 2019, including interim periods within those years. The Company is evaluating this ASU and has not determined the effect of this standard on its ongoing financial reporting.

In January 2017, the FASB issued Accounting Standards Update No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business (ASU 2017-01), which revises the definition of a business and provides new guidance in evaluating when a set of transferred assets and activities is a business. We will adopt the new standard effective January 1, 2018, on a prospective basis and do not expect the standard to have a material impact on our consolidated financial statements.

F-10

BIOPLUS LIFE CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

For the nine months ended September 30, 2019

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

(UNAUDITED)

3. AMOUNT DUE FROM/(TO) RELATED PARTIES

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

4. ~~INVENTORIES~~AMOUNT DUE FROM/(TO) DIRECTORS

	Sept 30, 2019		Dec 31, 2018
	(Unaudited)		(Audited)
Finished goods, at cost	$	302,438	$	443,597
Total inventories		302,438		443,597

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

5. ~~OTHER~~AMOUNT ~~RECEIVABLES,~~DUE ~~DEPOSITS~~FROM ~~AND PREPAYMENTS~~SHAREHOLDER

	Sept 30, 2019		Dec 31, 2018
	(Unaudited)		(Audited)
Other receivables	$	8,013	$	17,265
Deposits and Prepayment		48,025		26,484
		56,038		43,749

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

6. ~~PROPERTY, PLANT AND EQUIPMENT, NET~~INVENTORIES

	March 31, 2020		December 31, 2019
Finished goods, at cost	$	218,533	$	303,954
Total inventories	$	218,533	$	303,954

7.	OTHER RECEIVABLES, DEPOSITS AND PREPAYMENTS

		March 31, 2020		December 31, 2019
Other receivables		$	18,327	$	9,981
Deposits	7.1		31,760		63,308
Prepayments	7.2		47,841		59,771
		$	97,928	$	133,060

7.1 Included in deposits is an amount of $ 31,760 (2019: $ 63,308) representing deposits paid for rental of hostels and various utilities.

7.2 Included in prepayments is an amount of $ 47,841 (2019: $ 59,771) representing advanced payments made to suppliers for purchase of manufacturing materials.

8.	PROPERTY, PLANT AND EQUIPMENT, NET

Property, plant and equipment consisted of the following:

	Sept 30, 2019			Dec 31, 2018
	March 31, 2020			December 31, 2019
	(Unaudited)			(Audited)
Computer hardware	$	32,780		$	32,814
Computer hardware	$	31,404			31,541
Furniture & fittings		101,986			106,945
Furniture & fittings		104,532			104,670
Handphone		3,343			3,514
Handphone		3,435			3,538
Landscape		3,306			3,475
Landscape		3,397			3,501
Leasehold land and building		1,784,569			1,872,476
Leasehold land and building		1,830,214			1,881,464
Machinery		113,584			119,413
Machinery		116,383			93,608
Motor vehicle		231,739			243,630
Motor vehicle		195,701			200,945
Office equipment		50,302			52,725
Office equipment		51,535			52,430
Renovation		88,888			92,646
Renovation		90,555			91,670
Signboard		4,421			4,648
Signboard		4,543			4,655
Tools and equipment		4,886			4,348
Tools and equipment		4,250			4,308
	$	2,419,804		$	2,536,634
		2,435,949			2,472,330
(Less): Accumulated depreciation		(316,420	)		(315,762	)
(Less): Accumulated depreciation		(332,431	)		(239,957	)
Add/(Less): Foreign translation difference		(16,427	)		(3,625	)
(Less): Foreign translation difference		10,079			(45,308	)
Property, plant and equipment, net	$	2,086,957		$	2,217,247
Property, plant and equipment, net	$	2,113,597		$	2,187,065

~~Depreciation expense for the nine months ended September 30, 2019 was $82,857. (September 30, 2018: $69,292)~~F-9

AsDepreciation atexpense for the period ended ~~September~~March 3031, ~~2019,~~2020 ~~the~~and ~~Company~~March ~~acquired~~31, ~~motor~~2019 ~~vehicle~~were ~~under finance lease with a carrying value of~~ $~~195~~29,~~701. (Dec~~887 ~~31,~~and ~~2018:~~ $~~200~~107,~~945)~~216, respectively.

~~The~~As ~~leasehold~~of ~~land~~March ~~and~~31, ~~building with carrying amount of $1~~2020,~~830,204~~ (and December 31, ~~2018:~~2019 ~~$1,881,464)~~the ~~have~~Company ~~been~~acquired ~~charged~~motor tovehicles ~~licensed~~under ~~bank to~~finance ~~secure~~leases ~~banking~~with ~~facilities~~carrying ~~granted~~value toof ~~the~~$112,735 and ~~Company~~$129,925 respectively.

~~F-11~~The leasehold land and building with carrying amount of $1,708,285 and $1,797,002 as of March 31, 2020 and December 31, 2019, respectively have been charged to licensed bank to secure banking facilities granted to the Company.

~~BIOPLUS LIFE CORP~~9. INTANGIBLE ASSETS, NET

~~NOTES~~Intangible TOassets ~~CONDENSED~~consisted ~~FINANCIAL~~of ~~STATEMENTS~~the following:

For the nine months ended September 30, 2019

	March 31, 2020		December 31, 2019

Application development costs	$	1,627	$	-

~~(Currency expressed~~10. inOBLIGATION ~~United~~UNDER ~~States~~FINANCE ~~Dollars (“US$”), except for number of shares)~~LEASE

The Company purchased motor vehicles under finance lease agreements with the effective interest rate of 2.48% - 4.31% per annum (~~UNAUDITED~~2019: 5.22% per annum), with principal and interest payable monthly. The obligation under the finance leases are as follows:

7. OBLIGATION UNDER FINANCE LEASE

	March 31, 2020		December 31, 2019
Present value of hire purchase liabilities:	$		$
Not later than one year		31,319		33,343
Later than one year but not later than two years		31,319		32,496
Later than two years but not later than five years		47,904		59,637
		110,542		125,476

Analyzed as:	$		$
Current portion		31,319		33,343
Non-current portion		79,223		92,133
		110,542		125,476

~~The Company purchased motor vehicles under finance leases agreement with the effective interest rate of 5~~11.~~22%~~ ~~per~~BANK ~~annum (2018: 5.22% per annum), with principal and interest payable monthly. The obligation under the finance lease is as follows:~~BORROWINGS

	Sept 30, 2019			Dec 31, 2018
	March 31, 2020			December 31, 2019
	(Unaudited)			(Audited)
Secured: -	$			$
Present value of hire purchase liabilities:	$		$
Bank overdraft		178,567			141,520
Not later than one year		22,630			22,895
Term loan		570,050			606,651
Later than one year but not later than two years		22,630			22,895
		748,617			748,171
Later than two years but not later than five years		34,688			52,266
Analyzed as:	$			$
		79,948			98,056
Current portion		211,550			195,027
Analysed as:	$		$
Non-current portion		537,067			553,144
Current portion		22,630			22,895
	$	748,617		$	748,171
Non-current portion		57,318			75,161
		79,948			98,056

~~8. BANK BORROWINGS~~F-10

	Sept 30, 2019		Dec 31, 2018
	(Unaudited)		(Audited)
Secured: -	$		$
Bank overdraft		-		142,579
Term loan		599,821		628,394
		599,821		770,972
Analysed as:	$		$
Current portion		-		195,490
Non-current portion		599,821		575,482
		599,821		770,972

The bank overdraft of the Company is secured by way of the following:

	a.	A Facilities Agreement for US$377,277;

	b.	Master Facility Agreement.

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

Interested charged on the bank overdraft is 4% (~~2018~~2019: 4%) above the bank base lending rate per annum.

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

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

	b.	Master Facility Agreement.

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

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

F-12. OTHER PAYABLES AND ACCRUED LIABILITIES

BIOPLUS LIFE CORP.

	March 31, 2020		December 31, 2019
Other payables generated from:	$		$
Local		15,638		41,645
Foreign, representing:
Malaysia		-		-
Common outstanding from non-trade payable		20,628		37,110
Common outstanding from third parties		647		1,004
China
Common outstanding from third parties		424		861
	$	37,337	$	81,620

Accrued other expenses
Local		-		-
Foreign, representing:
Malaysia		-		-
Balance bring forward
Payroll		204		18,550
Payroll deduction		8,098		7,873
Professional Fee		2,530		11,499
Commission		49,772		43,563
Expenses		50,713		1,157
	$	111,317	$	82,642
Hong Kong

Deposit received from customers		142,639		226,783

Share subscription receipts in advance		110,000		104,000
		401,293		495,045

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~F-11

~~For the~~13. ~~nine~~INCOME ~~months ended September 30, 2019~~TAXES

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

	March 31, 2020			March 31, 2019
Tax jurisdictions from:
Local	$	(14,430	)	$	(16,091	)
Foreign, representing:
Malaysia		23,254			(35,263	)
Hong Kong		(130	)		(528	)
China		(475	)		(519	)
Profit/(Loss) before income tax	$	8,219		$	(52,401	)

(UNAUDITED)

9. OTHER PAYBLES AND ACCRUED LIABILITIES

	Sept 30, 2019		Dec 31, 2018
	(Unaudited)		(Audited)
Other payables generated from:	$		$
Local
Common outstanding from non-trade payable		10,500		87,595
Foreign, representing
Malaysia
Advance payment by payable		-		5,249
Common outstanding from non-trade payable		78,090		31,923
Common outstanding from third parties		-		622
China
Common outstanding from third parties		420		436
Hong Kong				-
		89,010		125,825
Accrued other expenses
Local		-		-
Foreign, representing
Malaysia
Payroll		15,592		30,693
Payroll Deduction		-		21,208
Professional Fee		1,553		3,142
Expenses		27,421		53,672
Others		12
China		-		-
Hong Kong		-		-
		44,578		108,715
Deposit received				-
Foreign, representing
Malaysia		137,964		238,331
China		-		-
Hong Kong		-		-
		137,964		238,331
		271,552		472,871

F-13

BIOPLUS LIFE CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

For the nine months ended September 30, 2019

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

(UNAUDITED)

Other payable at September 30, 2019 total US$88,959 consisting of US$10,500 generated from local company of common outstanding from third parties. Other payable generated from foreign company representing Malaysia consisting US$78,090 of common outstanding from non-trade payable There is US$420 generated from China of common outstanding from third parties.

Other payable at December 31, 2018 total US$125,825 consisting of US$87,595 generated from local company of common outstanding from third parties. Other payable generated from foreign company representing Malaysia consisting of US$5,249 of advance payment by payable, US$31,923 of common outstanding from non-trade payable and US$622 of common outstanding from third parties. There is US$436 generated from China of common outstanding from third parties.

All the accrued other expenses generated from foreign company representing Malaysia. Accrued other expenses at September 30, 2019 total US$44,578 consisting of US$15,592 from payroll, US$1,553 from professional fee, US$27,421 from expenses and US$12 from others.

All the accrued other expenses generated from foreign company representing Malaysia. Accrued other expenses at December 31, 2018 total US$108,715 consisting of US$30,693 from payroll, US$21,208 from payroll deduction, US$3,142 from professional fee and US$53,672 from expenses.

Deposit received at September 30, 2019 and December 31, 2018 is US$137,964 and US$238,331 respectively.

10. INCOME TAXES

The (loss)/profit before taxes of the Company for the years ended September 30, 2019 and 2018 were comprised of the following:

	As of September 30,
	2019			2018
Tax jurisdictions from:
Local		(36,326	)	$	(49,987	)
Foreign, representing:
Malaysia		47,020			353,865
Hong Kong		(1,859	)		20,989
China		(1,469	)		(1,383	)
(Loss)/Profit before income tax		7,366		$	323,484

The provision for income taxes consisted of the following:

	As of September 30,
	March 31, 2020		March 31, 2019
	2019		2018
Tax expense - Current
Current
Local	$	-	$	-
Foreign, representing:
Malaysia		-		-(47,947	)
Hong Kong		-		-
Tax expense – Prior year
Foreign, representing:
Malaysia		-		-
Deferred
Local		-		-
Foreign, representing:
Malaysia		-		-19,956
Hong Kong		-		-
		-		-
	$	-	$	(27,991	)

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:

United States of America

The Company is registered in the ~~State~~state of Nevada and is subject to the tax laws of the United States of America. As of ~~September~~March 3031, ~~2019,~~ 2020, the operations in the United States of America incurred $~~324~~14,~~728~~430 of cumulative net operating losses which can be carried ~~forward~~ forward to offset future taxable income. The net operating loss carry forwards begin to expire in ~~2038~~2039, if unutilized. The Company ~~has~~ has provided for a full valuation allowance of $683,~~193~~030 against the deferred tax assets on the expected future tax benefits from ~~the~~ 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.

F-12

Malaysia

Bio Life Holdings Berhad (“BLHB”) and Bio Life Neutraceuticals Sdn Bhd (“BLNSB”) are subject to the Malaysia Corporate Tax Laws at a ~~progressive income~~ tax rate ~~starting~~of ~~from 18% to~~ 24% on the assessable income for its tax year.

Hong Kong

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

The Company is registered in ~~the~~Shenzhen, ~~Shen~~PRC ~~Zhen~~ and is subject to the China Corporate Tax, which is charged at the statutory income tax rate of 25% on its assessable income.

~~F-14~~The following table sets forth the significant components of the aggregate deferred tax liabilities of the Company as of March 31, 2020:

IOPLUS LIFE CORP.

	March 31, 2020			March 31, 2019
Deferred tax liabilities:
Net operating loss carry forwards
Local	$	3,030		$	24,060
Foreign
- Malaysia		(40,550	)		(42,631	)
- Hong Kong		-			-
	$	(37,520	)	$	(18,571	)
Less: valuation allowance		(3,030	)		(24,060	)
Deferred tax liabilities	$	(40,550	)	$	(42,631	)

~~NOTES TO~~14. ~~CONDENSED~~STOCKHOLDERS’ ~~FINANCIAL STATEMENTS~~EQUITY

~~For~~During the ~~nine~~year, ~~months~~the ~~ended~~Company ~~September~~has ~~30,~~issued ~~2019~~the following common stock:

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

	March 31, 2020		December 31, 2019
Issued and fully paid:	$		$

At the beginning of the period		2,034,801		2,034,801
Issued during the period		360		-

At the end of the period	$	2,035,161	$	2,034,801

~~(UNAUDITED)~~As of March 31, 2020, the Company has issued and outstanding common shares of 362,905,561.

1115. OTHER INCOME

	Sept 30, 2019		Sept 30, 2018
	March 31, 2020		March 31, 2019
	(Unaudited)		(Unaudited)
Interest income	$	-	$	1
Interest income	$	-	$	254
Other income		192		56
Other income		77		-
Unrealized gain on foreign exchange		39		1,577
Unrealized gain on foreign exchange		1,099		-
Gain on disposal of motor vehicles		-		-
Realized gain on foreign exchange		3,323		-
		231		1,634
		4,499		254

~~12. RELATED PARTIES TRANSACTIONS~~F-13

	Sept 30, 2019		Sept 30, 2018
	(Unaudited)		(Unaudited)
Transaction with company in which a shareholder has substantial financial interest:
Sales	$		$
Related Party A		-		88,042
Purchases
Related Party A		-		458,837

16.

RELATED PARTIES TRANSACTIONS

Transactions with companies in which our controlling shareholder has a substantial financial interest:

i. Related party A, Dato’ Chong Khooi You, is the Director of the Company

	March 31, 2020		March 31, 2019
Sales to:	$		$
GO3U Trading Sdn. Bhd.		23,433		-
Bio Life Solution Sdn. Bhd.		-		33,353
D and L Wellness Sdn. Bhd.		-		-

Purchases from Bio Life Solution Sdn Bhd.
Purchases		94,436		107,448
Packaging charges		-		-
Lab tests		277		-

Choong Khooi You, our sole officer and director and controlling shareholder, is a director or controlling equity owner of each of the above companies.

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

1317. 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 ~~year~~period. The exchange rate could fluctuate depending on changes in political and economic environments without notice.

1418. SUBSEQUENT EVENT

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 ~~September~~March 3031, ~~2019~~2020 up through the date June 16, 2020 was the Company presented these audited consolidated financial statements..

F-1514

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

The information contained in this ~~quarter~~quarterly report on Form 10-Q is intended to update the information contained in our Form S10-1K ~~Amendment~~dated ~~No.5,~~March ~~dated July 2~~27, ~~2019~~2020, for the year ended December 31, ~~2018~~2019 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 S10-1K. 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 ~~guarantees~~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 S10-1K ~~Amendment No.5,~~ dated ~~July~~March 227, ~~2019,~~2020 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 to update the forward-looking statements contained in this transition report on Form 10-Q. The following should also be read in ~~conjunction~~ conjunction with the unaudited Condensed Consolidated Financial Statements and notes thereto that appear elsewhere in this report.

Company Overview

~~BIOPLUS~~Bioplus ~~LIFE~~Life ~~CORP~~Corp., a Nevada corporation (“~~the~~ Company”), was incorporated under the laws of the State of Nevada on April 13, 2017. ~~BIOPLUS~~For ~~LIFE~~purposes ~~CORP operates entirely through its wholly owned subsidiary, Bioplus Life Corp., a Company organized in Labuan, Malaysia which owns 100%~~ of ~~Bioplus~~financial ~~Life~~statements ~~International Holding Limited~~presentation, ~~the operating Hong Kong company. On October 27, 2017,~~ Bioplus Life ~~International Holdings Limited acquired 100% of Bioplus Life~~ Corp. ~~(ShenZhen)~~and aits ~~Company~~subsidiaries ~~incorporated~~are inherein ~~China~~referred ~~for the~~to ~~purpose~~as ~~of future business expansion into~~ “the ~~huge potential China Market. In addition, Bioplus Life International Holdings~~ ~~Limited acquired 99.8% of Bio Life Holdings Berhad, a~~ Company” ~~incorporated~~or ~~in Malaysia, on June 11, 2018~~“We”. ~~Bio Life Holdings Berhad in turn owns 100% of Bio Life Neutraceuticals Sdn Bhd, the Malaysia Company which currently carry out the business operations of the Company~~

~~Bioplus~~On ~~Life~~July ~~Corp.~~10, ~~through its wholly owned subsidiary~~2017, isthe aCompany ~~company~~acquired ~~specialized~~100% inof ~~providing~~the ~~health~~equity ~~and~~interests ~~beauty~~of ~~care~~Bioplus ~~products~~Life ~~to our customers~~Corp., ~~The~~a ~~Company~~Malaysian ~~mission~~company. isOn toJuly ~~create~~19, ~~awareness~~2017, the ~~for~~Company, ~~good~~through ~~health~~its ~~and~~Malaysian ~~personal~~subsidiary, ~~care~~Bioplus toLife ~~improve~~Corp., ~~our~~acquired ~~customers’~~100% ~~quality~~ of ~~life.~~the Weequity ~~seek~~interests toof ~~achieve~~Bioplus ~~this~~Life byInternational Holdings ~~offering~~Ltd, ana ~~affordable~~Hong ~~solution~~Kong tocompany. ~~existing~~On ~~health~~October ~~food~~27, ~~businesses~~2017, ~~through~~ the ~~production, information,~~Company ~~advisory~~through ~~and~~its ~~services~~Hong ~~pertaining~~Kong ~~to our product line. Our website~~subsidiary, ~~http://www.biolife2u.com/,~~Bioplus ~~can~~Life ~~be utilized to~~International ~~inquire~~Holdings ~~about our product offerings~~Ltd, ~~but~~acquired we100% doequity ~~not~~interest ~~directly~~of ~~sell~~Bioplus ~~any~~Life ~~products through our website~~Corp. At(ShenZhen), ~~this~~a ~~time~~company weincorporated ~~primarily~~in ~~sell our products to third party companies and MLM (Multi-level Marketing) companies~~China.

~~The~~On ~~product~~June ~~series~~11, ~~or line~~2018, ofthe ~~our~~Company ~~company~~through ~~includes,~~its ~~but~~subsidiary isin ~~not~~Hong ~~strictly limited to~~Kong, ~~products~~Bioplus ~~that~~Life ~~fall~~International ~~into~~Holdings ~~the following categories: bone~~Ltd, ~~fiber,~~acquired ~~bee-propolis,~~99.8% ~~cardiovascular~~equity interest ~~health,~~of ~~herbal,~~Bio ~~health~~Life ~~beverages,~~Holdings ~~apple stem cell~~Berhad, ~~beauty~~a ~~care,~~company ~~feminine~~incorporated ~~health,~~in ~~UT care, anti-oxidant and eye health series~~Malaysia. ~~These~~Bio ~~health~~Life ~~and~~Holdings ~~beauty~~Berhad ~~supplies~~owns ~~are~~100% ~~designed~~of ~~to help improve~~ the ~~consumers’~~equity ~~metabolism~~interests ~~rate,~~of ~~burn~~Bio ~~excessive~~Life ~~fats,~~Neutraceuticals ~~provide anti-aging effects and improve the overall health and physical appearance of our customers~~Sdn. At ~~our current~~Bhd., ~~and~~a ~~reasonable~~company ~~future~~incorporated ~~operating~~in ~~level~~Malaysia, ~~our~~which ~~supplier~~is ~~has~~the ~~indicated~~sole ~~that~~operating ~~they will have ample supply to fulfill our orders for raw materials while also fulfilling any and all orders they may receive from other customers~~subsidiary.

~~Results~~Our ofcorporate ~~Operation~~structure is depicted below:

For the three months ended September 30, 2019 and 2018

For three month ended September 30, 2019, we realized revenue in the amount of $446,437. For the three month ended September 30, 2018, we realized revenue in the amount of $1,132,192.

Similarly, our gross profits for the three month ended September 30, 2019 were $236,124 while for three month ended September 30, 2018 were $594,422.

Our net gain for the three month ended September 30, 2019 was $40,252 while our net profit for the three month ended September 30, 2018 was $316,514.

For the nine months ended September 30, 2019 and 2018

For nine month ended September 30, 2019, we realized revenue in the amount of $1,201,326. For the nine month ended September 30, 2018, we realized revenue in the amount of $2,408,669.

Similarly, our gross profits for the nine month ended September 30, 2019 were $587,027 while for nine month ended September 30, 2018 were $1,125,808.

Our net profit for the nine month ended September 30, 2019 was $7,366 while our net profit for the nine month ended September 30, 2018 was $323,484.

~~Liquidity~~Bioplus Life Corp., through its wholly owned subsidiaries, is a company specialized in providing health and ~~Capital~~beauty ~~Resources~~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, but we sell products through our website and primarily sell our products to wholesalers and exporters

AsThe product series, or line, of ~~September~~our 30company includes, ~~2019~~but is not strictly limited to, ~~and~~products ~~September~~that 30fall into the following categories: bone, ~~2018~~fiber, webee-propolis, ~~had~~cardiovascular ~~cash~~health, ~~and~~herbal, ~~bank~~health ~~balances~~beverages, ofapple ~~$100~~stem cell,~~730~~ ~~and~~beauty ~~$398~~care,~~133~~ ~~respectively~~feminine health, UT care, anti-oxidant and eye health series. ~~During~~These health and beauty supplies are designed to help improve the consumers’ metabolism ~~period~~rate, ~~ended~~burn ~~September~~excessive 30fats, ~~2019,~~provide weanti-aging ~~have~~effects ~~negative~~and ~~operating~~improve ~~cash~~the ~~flows~~overall ~~due~~health toand ~~settlement~~physical appearance of ~~account~~our ~~payable~~customers. At our current, and ~~other~~reasonable ~~payables~~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 ~~accrued~~all ~~liabilities~~orders they may receive from other customers.

~~Cash~~Our ~~Provided~~financial ~~by/Used~~statements are prepared in ~~Operating~~US ~~Activities~~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 Ringett (MYR) and Chinese Renminbi (RMB) translated into US Dollars (“USD”) at various pertinent dates and for pertinent periods.

~~For~~Translation ~~the~~of ~~nine~~amounts ~~month~~from ~~ended~~the ~~September~~local ~~30,~~currency ~~2019,~~of ~~net~~the ~~cash~~Company ~~provided~~into ~~by operating activities was negative net~~ US$~~56,060,~~1 ashas ~~compared~~been tomade ~~net cash~~at ~~generated~~the ~~from~~following ~~operating~~exchange ~~activities~~rates ~~of $196,106~~ for ~~nine~~the ~~month~~respective ~~ended September 30, 2018, mainly due to settlement of outstanding debt to account payable, other payable and accrued liabilities.~~years:

Cash Provided by/Used in Financing Activities

	As of and for the three months ended March 31,
	2020		2019
Period-end MYR : US$1 exchange rate		4.3025		4.0810
Period average MYR : US$1 exchange rate		4.1819		4.0909
Period-end US$1 : RMB exchange rate		0.1412		0.1490
Period average US$1 : RMB exchange rate		0.1433		0.1482

~~For~~Results the nine month ended September 30, 2019, net cash provided by financing activities was negative net $71,954. For the nine month ended September 30, 2018, the net cash generated from financing activities was $164,735, was mainly attributed to the proceed of ~~shares.~~Operation

~~Cash~~For ~~Provided~~the ~~by/Used~~three inmonths ~~Investing~~ended ~~Activities~~March 31, 2020 and 2019

~~For~~Revenues. ~~the~~For ~~nine~~three ~~month~~months ended ~~September~~March 3031, ~~2019~~2020, ~~net~~the ~~cash~~Company ~~used~~realised inrevenues ~~investing~~of ~~activities was~~ $33653,~~692~~978 ~~which~~as iscompared ~~reflective~~to ~~primarily of the purchase of property~~$357,935 ~~plant~~for ~~and equipment during~~ the ~~year.~~three ~~For the nine~~ month period ended ~~September~~March 3031, ~~2018,~~2019. ~~net~~The ~~cash~~increase ~~used~~is inrevenues ~~investing activities at amount~~ of ~~$152,679,~~approximately ~~which~~82.7% is ~~reflective~~due ~~primarily~~to of the ~~purchase~~fulfilment of ~~property,~~pre-existing ~~plant~~orders ~~and~~from ~~equipment~~prior quarters.

~~Capital~~Cost ~~Expenditures~~of Revenues. For the three months ended March 31, 2020, we had costs of revenues of $362,617 compared with cost of revenues of $201,939 for the same period last year. The increase of 79% corresponds to the increase in product sales for the current quarter. Cost of revenue includes raw materials, packaging materials and lab tests.

AsGross ofProfit. ~~September~~For ~~30,~~the ~~2019,~~three ~~the~~months ~~Company~~ended ~~has~~March ~~property~~31, ~~plant~~2020, ~~and~~we ~~equipment~~had ina ~~the~~gross ~~amount~~profit of $2292,~~113,597~~361 ~~and~~compared ~~$2,187,065~~with asgross profit of ~~December 31~~$155,996 for ~~2018~~the same period last year. The 87.4% increase in gross profit is due to the reasons discussed above.

~~Credit~~Other ~~Facilities~~Income. For the quarterly period ended March 31, 2020, we had other income of $231, as compared $1,634 for the quarterly period ended March 31, 2019, a substantial reduction from the prior quarterly period due to fluctuation of foreign exchange rate between these 2 quarters

WeOperating ~~currently~~Expenses. ~~have~~For ~~secured~~the ~~banking~~quarterly ~~facilities~~period inended ~~place~~March ~~with~~31, ~~respect~~2020, towe ~~the~~had ~~leasehold~~operating ~~land~~expenses ~~and~~of ~~building~~$274,985, ~~with~~as ~~carrying~~compared ~~amount~~to operating expenses of $1201,~~761~~413 for the quarterly period ended March 31,~~066~~ 2019, an increase of approximately 36.5% due to higher revenues during this ~~(Dec~~period. 31<<not clear on why operating expenses are higher. Did you have a higher headcount? Please explain>>Operating expenses consists of general and administrative expenses which includes depreciation of fixed assets, ~~2018:~~employee $1compensation and benefits,~~790,737)~~ professional fees and marketing and travel expenses.

Bio Life Neutraceuticals Sdn Bhd has secured a cash line facility with the Malaysian bank called Maybank Islamic Berhad, whereas the facility amounts to US$377,277 (equivalent to MYR1,532,500). The bank overdraft facility is executed by ways of Facilities Agreement, Master Facility Agreement and Joint and Several Guarantee with an interest rate of 4% (2019: 4%) above the bank base lending rate per annum.

Bio Life Neutraceuticals Sdn Bhd has secured a term loan with the Malaysian bank called Maybank Islamic Berhad, whereby the term loan is in the amount of US$1,705,086 (equivalent to MYR6,926,058.44). The term loan is executed by ways of a Facilities Agreement, a Master Facility Agreement and Joint and Several Guarantee with a flat interest rate of 4% (2019: 4%) per annum. The term loan is to be payable in 240 monthly installments of US$4,492 (equivalent to MYR18,248) including interest payment, commencing on October 10, 2016.

Off-balance Sheet Arrangements

The Company has no off-balance sheet arrangements.

Recent Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

~~ITEM~~Income 3Tax ~~QUANTITATIVE~~Expense. ~~AND~~For ~~QUALITATIVE~~the ~~DISCLOSURES~~quarterly ~~ABOUT~~period ~~MARKET~~ended ~~RISK~~March 31, 2020, we had no income tax expense compared with income tax credit of $27,991 for the quarterly period ended March 31, 2019. During the current quarter, we had losses carry forward resulting in no income taxes paid for the quarter.

AsNet aProfit. ~~“smaller~~For ~~reporting~~the ~~company”~~three asmonths ~~defined~~ended byMarch ~~Item~~31, 102020, ofwe ~~Regulation~~had ~~S-K~~a net profit of $8,291 ~~the~~compared ~~Company~~with isa ~~not~~net ~~required~~loss toof ~~provide~~$24,410 ~~information~~for the ~~required~~same byperiod ~~this~~last ~~Item~~year for the reasons discussed above.

~~ITEM~~Foreign 4currency ~~CONTROLS~~translation ~~AND~~gain/loss. ~~PROCEDURES~~For the three months ended March 31, 2020, we had foreign currency translation loss of $(78,851) compared with foreign currency translation gain of $725 for the same three month period last year. Foreign currency translation gain/loss represents the movement of the US Dollar against the Malaysian Ringgit.

~~Evaluation~~Liquidity ~~of Disclosure Controls~~ and ~~Procedures:~~Capital Resources

WeAs ~~carried out an evaluation~~ of ~~the~~March ~~effectiveness~~31, of2020 ~~the design~~ and ~~operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of September 30~~2019, ~~2019.~~we ~~This~~had ~~evaluation~~cash ~~was carried out under the supervision~~ and ~~with~~bank ~~the~~balances ~~participation~~ of ~~our Chief Executive Officer and our Chief Financial Officer. Based upon that evaluation~~$175,307 ~~our Chief Executive Officer~~ and ~~Chief Financial Officer concluded that~~$227,619 ~~as of September 30, 2019, our disclosure controls and procedures were not effective due to the presence of material weaknesses in internal control over financial reporting~~respectively.

AThe ~~material~~slight ~~weakness~~decrease ~~is a deficiency, or a combination of deficiencies,~~ in ~~internal~~working ~~control~~capital ~~over~~as ~~financial reporting, such that there is a reasonable possibility that a material misstatement~~ of ~~the~~March company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management has identified the following material weaknesses which have caused management to conclude that31, as2020 offrom ~~September~~March 3031, 2019, ~~our~~is ~~disclosure~~due ~~controls~~principally and procedures were not effective: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the ~~requirements~~reduction ~~and~~in ~~application~~cash ofused ~~both~~in our ~~US GAAP and SEC guidelines~~operations.

~~Changes~~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 ~~Internal~~a ~~Control~~material increase in our liquidity over ~~Financial~~the ~~Reporting:~~near to long term:

~~There were~~● noAddition ~~changes~~of inadministrative ~~our~~and ~~internal~~marketing ~~control~~personnel ~~over~~as ~~financial reporting during~~ the ~~quarter~~business ~~ended~~grows, ~~September~~● ~~30,~~Increases ~~2019,~~in ~~that~~advertising ~~have~~and ~~materially affected,~~marketing orin ~~are~~order ~~reasonably~~to ~~likely~~attempt to ~~materially~~generate ~~affect~~more revenues, ~~our~~and ~~internal~~● ~~control~~The ~~over~~cost ~~financial~~of ~~reporting~~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 2020 and beyond to achieve a 20% to 30% increase in revenues in Malaysia, China, 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 three months ended March 31, 2020 and 2019:

	Three months ended March 31
	2020			2019

Net cash used in operating activities		(40,440	)		(110,669	)

Net cash used in investing activities		(8,855	)		(7,359	)

Net cash used in financing activities		(25,284	)		(20,163	)

Foreign currency translation adjustment		2,099			3,233

NET CHANGE IN CASH AND CASH EQUIVALENTS		(74,579	)		(134,988	)

Operating Activities

During the three months ended March 31, 2020, the Company had a net profit $8,219 which, after adjusting for depreciation and interest expense, and changes in operating assets and liabilities, resulted in net cash of $40,440 being used in operating activities during the period. By comparison, during the three months ended March 31, 2019, the Company incurred a net loss of $24,410 which, after adjusting for depreciation and interest expense, and changes in operating assets and liabilities, resulted in net cash of $110,699 in operating activities during the period.

~~PART~~Investing ~~II — OTHER INFORMATION~~Activities

During the three months ended March 31, 2020, cash flow from investing activities consisted of purchase of the property, plant and equipment of $8,855 compared with similar purchases of $7,359 for the prior year end period.

Financing Activities

For the three months ended March 31, 2020, the cash provided by financing activities primarily consisted of the proceeds from stock issuances of $360, offset by $9,388 in interest expense, $7,193 in repayment of loans and $9,062 in repayment of hire purchase borrowing. For the three months ended March 31, 2019, the cash used in financing activities primarily consisted of $8,618 in interest expense, $7,122 in repayment of loans and $4,423 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

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

●	Use of estimates

In preparing these financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheets and revenues and expenses during the 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, 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%

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

●	Trade receivables

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

●	Inventories

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

●	Impairment of long-lived assets

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

●	Finance lease

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

●	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.

●	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 three months ended March 31,
	2020		2019
Period-end MYR: US$1 exchange rate		4.3025		4.0810
Period average MYR: US$1 exchange rate		4.1819		4.0909
Period-end US$1: RMB exchange rate		0.1412		0.1490
Period average US$1: RMB exchange rate		0.1433		0.1482

●	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

As of March 31, 2020, and December 31, 2019, the Company did not have any nonfinancial assets and liabilities that are recognized or disclosed at fair value in the financial statements, at least annually, on a recurring basis, nor did the Company have any assets or liabilities measured at fair value on a non-recurring basis.

●	Recent accounting pronouncements

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

Off Balance Sheet Arrangements

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

Contractual Obligations

None.

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 March 31, 2020. 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 March 31, 2020, 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 2020 or 2019 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 quarter ended March 31, 2020, 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

WeThere ~~know~~are ofpresently no ~~materials,~~material ~~active or~~ pending legal proceedings ~~against~~to uswhich the Company, ~~nor~~any ~~are~~executive weofficer, ~~involved~~any asowner aof ~~plaintiff~~record inor beneficially of more than five percent of any ~~material~~class ~~proceedings or~~of ~~pending~~voting ~~litigation.~~securities ~~There~~is ~~are~~a noparty ~~proceedings~~or inas to which any of ~~our~~its ~~directors,~~property ~~officers~~is ~~or affiliates~~subject, orand ~~any~~no ~~beneficial shareholder~~such proceedings are anknown ~~adverse~~to ~~party~~the orCompany ~~has~~to abe ~~material~~threatened ~~interest~~or ~~averse~~contemplated toagainst usit.

Item 1A. Risk Factors.

WeAs ~~are~~ a “smaller reporting company” as defined by ~~Rule~~Item ~~12b-2~~10 of ~~the~~Regulation ~~Securities~~S-K, ~~Exchange~~the ~~Act~~Company ofis ~~1934 and are~~ not required to provide ~~the~~ information required ~~under~~by this ~~item~~Item.

Item 2. Unregistered ~~Sales~~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

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		XBRL INSTANCE DOCUMENT*

101.SCH		XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT*

101.CAL		XBRL TAXONOMY CALCULATION LINKBASE DOCUMENT*

101.DEF		XBRL TAXONOMY DEFINITION LINKBASE DOCUMENT*

101.LAB		XBRL TAXONOMY LABEL LINKBASE DOCUMENT*

101.PRE		XBRL TAXONOMY PRESENTATION LINKBASE DOCUMENT*

Exhibit No.		Description
31.1		Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer*
32.1		Section 1350 Certification of principal executive officer *
101.INS		XBRL Instance Document*
101.SCH		XBRL Schema Document*
101.CAL		XBRL Calculation Linkbase Document*
101.DEF		XBRL Definition Linkbase Document*
101.LAB		XBRL Label Linkbase Document*
101.PRE		XBRL Presentation Linkbase Document*

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

*	Filed herewith.

712

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 13, 2019
Date: October 27, 2020
	By:	/s/ Chong Khooi You
		Chong Khooi You
		CEO, President, Secretary, Treasurer, Director

813

Filing Compare · BIOPLUS LIFE CORP.