10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended March 31, 2022

or

☐   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____

Commission File No. 0-20791

AINOS, INC.

(Exact name of registrant as specified in its charter)

Texas	75-1974352
(State or other jurisdiction of  incorporation or organization)	(IRS Employer Identification No.)

8880 Rio San Diego Drive, Ste. 800, San Diego, CA 92108

(858) 869-2986

(Address and telephone number, including area code, of registrant's principal executive offices)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☑ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☑ Yes   ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☑	Smaller reporting company	☑
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) ☐ Yes  ☑ No

144,379,308 shares of common stock, par value $0.01 per share, outstanding as of May 16, 2022

AINOS, INC.

INDEX

		PAGE NO.
PART I:	FINANCIAL INFORMATION
ITEM 1.	Financial Statements
	Condensed Consolidated Balance Sheets– March 31, 2022 and December 31, 2021 (unaudited)	3
	Condensed Consolidated Statements of Operations – Three Months Ended March 31, 2022 and 2021 (unaudited)	4
	Condensed Consolidated Statements of Comprehensive Loss – Three Months Ended March 31, 2022 and 2021 (unaudited)	5
	Condensed Consolidated Statements of Stockholders’ Equity (Deficit) – Three Months Ended March 31, 2022 and 2021 (unaudited)	6
	Condensed Consolidated Statements of Cash Flows – Three Months Ended March 31, 2022 and 2021 (unaudited)	7
	Notes to Financial Statements (unaudited)	8
ITEM 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	13
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	17
ITEM 4.	Controls and Procedures	17
PART II:	OTHER INFORMATION
ITEM 1.	Legal Proceedings	18
ITEM 1A.	Risk Factors	19
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	19
ITEM 3.	Defaults Upon Senior Securities	19
ITEM 4.	Mine Safety Disclosures	19
ITEM 5.	Other Information	19
ITEM 6.	Exhibits	20
Signatures		22

2

PART I - FINANCIAL INFORMATION

ITEM 1. Financial Statements

Ainos, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

	March 31,			December 31,
	2022			2021
Assets
Current assets:
Cash and cash equivalents	$	1,871,349		$	1,751,499
Inventory		337,805			-
Other current assets		813,905			466,198
Total current assets		3,023,059			2,217,697
Intangible assets, net		36,214,023			37,329,191
Property and equipment, net		1,419,584			1,187,702
Other assets		79,598			87,571
Total assets	$	40,736,264		$	40,822,161
Liabilities and Stockholders' Equity
Current liabilities:
Convertible notes payable	$	3,376,526		$	3,376,526
Notes payable		1,013,405			213,405
Accrued expenses and others current liabilities		1,339,585			1,004,868
Payables – related party		-			26,000,000
Total current liabilities		5,729,516			30,594,799
Long term liabilities:
Convertible notes payable - noncurrent		26,900,000			-
Operating lease liabilities - noncurrent		24,152			30,255
Total long term liabilities		26,924,152			30,255
Total liabilities		32,653,668			30,625,054
Stockholders' equity
Preferred stock, $0.01 par value; 10,000,000 shares
authorized; none issued
Common stock, $0.01 par value; 300,000,000 shares
authorized as of March 31, 2022 and December 31,
2021; 144,379,308 shares issued and outstanding as
of March 31, 2022 and December 31, 2021		1,443,793			1,443,793
Additional paid-in capital		18,899,873			18,856,430
Accumulated deficit		(12,208,811	)		(10,108,916	)
Translation adjustment		(52,259	)		5,800
Total stockholders’ equity		8,082,596			10,197,107
Total liabilities and stockholders’ equity	$	40,736,264		$	40,822,161

See accompanying notes to condensed consolidated financial statements.

3

Ainos, Inc.

Condensed Consolidated Statements of Operations

(Unaudited)

	Three Months Ended March 31,
	2022			2021
Revenues	$	87,200		$	2,121
Cost of revenues		(41,078	)		(1,249	)
Gross margin		46,122			872
Operating expenses:
Research and development expenses		1,577,454			-
Selling, general and administrative expenses		551,730			522,981
Total operating expenses		2,129,184			522,981
Operating loss		(2,083,062	)		(522,109	)
Non-operating income and expenses, net
Interest expenses, net		(16,687	)		(11,897	)
Other losses		(146	)		-
Total non-operating income and expenses, net		(16,833	)		(11,897	)
Net loss	$	(2,099,895	)	$	(534,006	)
Basic and diluted net loss per average share available to common shareholders	$	(0.01	)	$	(0.01	)
Weighted average common shares outstanding– basic and diluted		144,379,308			42,066,172

See accompanying notes to condensed consolidated financial statements.

4

Ainos, Inc.

Condensed Consolidated Statements of Comprehensive Loss

(Unaudited)

	Three Months Ended March 31,
	2022			2021
Net loss	$	(2,099,895	)	$	(534,006	)
Other comprehensive loss:
Translation adjustment		(58,059	)		-
Comprehensive loss	$	(2,157,954	)	$	(534,006	)

See accompanying notes to condensed consolidated financial statements.

5

Ainos, Inc.

Condensed Consolidated Statements of Stockholders’ Equity (Deficit)

For the three months ended March 31, 2022 and 2021

(Unaudited)

	Preferred Stock				Common Stock				Additional Paid in		Accumulated			Other comprehensive			Total Stockholders’ Equity
	Shares		Amount		Shares		Amount		Capital		Deficit			loss			(Deficit)
Balance at December 31, 2021		-	$	-		144,379,308	$	1,443,793	$	18,856,430	$	(10,108,916	)	$	5,800		$	10,197,107
Share-based compensation		-		-						43,443								43,443
Net loss		-		-								(2,099,895	)					(2,099,895	)
Translation Adjustment															(58,059	)		(58,059	)
Balance at March 31, 2022		-	$	-		144,379,308	$	1,443,793	$	18,899,873	$	(12,208,811	)	$	(52,259	)	$	8,082,596
Balance at December 31, 2020		-	$	-		42,066,172		420,662		4,961,315		(6,220,255	)					(838,278	)
Share-based compensation										94,105								94,105
Net loss												(534,006	)					(534,006	)
Balance at March 31, 2021		-	$	-		42,066,172	$	420,662	$	5,055,420	$	(6,754,261	)	$	-		$	(1,278,179	)

See accompanying notes to condensed consolidated financial statements.

6

Ainos, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	Three months ended March 31,
	2022			2021
Cash flows from operating activities：
Net loss	$	(2,099,895	)	$	(534,006	)
Adjustments to reconcile net loss to net cash used in operating. activities:
Depreciation and amortization		1,168,773			3,905
Share-based compensation expense		43,443			94,105
Changes in operating assets and liabilities:
Inventory		(337,805	)		3,024
Other current assets		(297,707	)		18,254
Accrued expenses and others current liabilities		133,302			202,981
Net cash used in operating activities		(1,389,889	)		(211,737	)
Cash flows from investing activities：
Acquisition of property and equipment		(135,899	)		-
Net cash used in investing activities		(135,899	)		-
Cash flows from financing activities
Proceeds from convertible notes payable		850,000			236,854
Proceeds from notes payable		800,000			-
Payments of other notes payable		-			(37,985	)
Payments of lease liabilities		(5,116	)		-
Net cash provided by financing activities		1,644,884			198,869
Net change in cash		119,096			(12,868	)
Effect from foreign currency exchange		754			-
Cash and cash equivalents at beginning of period		1,751,499			22,245
Cash and cash equivalents at end of period		1,871,349			9,377
Supplemental disclosures of noncash financing and investing activities
Issuance of convertible notes for payables - related party		26,000,000			-
Receivable of convertible notes issued		50,000			-
Net change in equipment payable		202,002			-

See accompanying notes to condensed consolidated financial statements.

7

 Ainos, Inc.

Notes to Financial Statements

(Unaudited)

1. Organization and Business. Ainos, Inc., a Texas corporation formerly known as Amarillo Biosciences, Inc. (the "Company", "we" or "us"), is engaged in developing medical technologies for point-of-care (“POCT”) testing and safe and novel medical treatment for a broad range of disease indications. Since our inception in 1984, we have concentrated our resources on business planning, raising capital, research and clinical development activities for our programs, securing related intellectual property and commercialization of proprietary therapeutics using low-dose non-injectable interferon (“IFN”). In addition to our core IFN technology, we are committed to developing a diversified healthcare business portfolio to include medical devices and consumer healthcare products. Although we have historically been involved in extensive pharmaceutical research and development of low-dose oral interferon as a therapeutic, we are prioritizing the commercialization of medical devices as part of our diversification strategy. Since the beginning of 2021, we have acquired significant intellectual property from our majority shareholder, Ainos, Inc., a Cayman Islands corporation (“Ainos KY”), to expand our potential product portfolio into Volatile Organic Compounds (“VOC”) POCTs and COVID-19 POCTs. We expect our underlying intellectual property to enable us to expedite the commercialization of our medical device pipeline, beginning with the Ainos-branded COVID-19 POCT product candidates.

2. Basis of presentation. The accompanying consolidated financial statements, which should be read in conjunction with the audited financial statements and footnotes included in the Company's Form 10-K/A for the year ended December 31, 2021, as filed with the Securities and Exchange Commission on April 15, 2022  have been prepared in accordance with the Generally Accepted Accounting Principles (“GAAP”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by for audited financial statements. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2022, are not necessarily indicative of the results that may be expected for the full year ending December 31, 2022.

3. Financial Condition. These financial statements have been prepared in accordance with GAAP, on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The Company has not yet achieved sustained operating income, and its operations are funded primarily from related-party convertible debt and equity financings. However, losses are anticipated in the ongoing development of its business and there can be no assurance that the Company will be able to achieve or maintain profitability.

The continuing operations of the Company and the recoverability of the carrying value of assets is dependent upon the ability of the Company to obtain necessary financing to fund its working capital requirements, and upon future profitable operations. The accompanying financial statements do not include any adjustments relative to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result from the outcome of this uncertainty.

8

There can be no assurance that capital will be available as necessary to meet the Company’s working capital requirements or, if the capital is available, that it will be on terms acceptable to the Company. The issuances of additional equity securities by the Company may result in dilution in the equity interests of its current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase the Company’s liabilities and future cash commitments. If the Company is unable to obtain financing in the amounts and on terms deemed acceptable, the business and future success may be adversely affected and the Company may cease operations. These factors raise substantial doubt regarding our ability to continue as a going concern.

4. Common Stock. We have 300,000,000 shares of voting common shares authorized for issuance. On March 31, 2022, a total of 163,987,550 shares of common stock were either issued (144,379,308), reserved for conversion of convertible debt to stock (17,285,625), reserved for future issuance of RSUs for non-employee directors (1,320,000), held for future exercise of stock options (550,000) and shares reserved for warrant conversion (452,617). We also have $26.9 million outstanding in convertibles notes which are convertible into shares of common stock upon and at a conversion price equal to 80% of the offering price of any public offering as a result of which the Company's common stock is listed on a national exchange.

We have not paid any dividends to our common stock shareholders to date, and have no plans to do so in the immediate future.

5. Preferred Stock. We have 10,000,000 shares of preferred stock authorized for issuance. No shares of preferred stock were outstanding as of March 31, 2022.

6. Current Convertible Notes Payable and Other Notes Payable. As of March 31, 2022 and December 31, 2021, the amount of convertible and other notes payable totaled $4,389,931 and $3,589,931, respectively. The details of the convertible notes payable and other notes payable are shown in the table below:

Payee	No.	Effective Date	Due Date	From Effective	Following Maturity	Conversion Rate	Issuing Purpose	As of 12/31/2021	Addition	Payment	As of 3/31/2022		Accrued Interest
Current Convertible Notes Payable:
Stephen Chen	#1.16	1/30/2016	Payable on demand	0.75%	N/A	$ 0.17	working capital	114,026	-	-	114,026	6,050
Stephen Chen	#2.16	3/18/2016	Payable on demand	0.65%	N/A	$ 0.19	working capital	262,500	-	-	262,500	10,298
								376,526	-	-	376,526	16,348
Ainos KY	#12.21	4/27/2021	2/28/2023 (1)	1.85%	N/A	$ 0.20	working capital	15,000	-	-	15,000	257
Ainos KY	#13.21	5/5/2021	2/28/2023 (1)	1.85%	N/A	$ 0.20	working capital	20,000	-	-	20,000	335
Ainos KY	#14.21	5/25/2021	2/28/2023 (1)	1.85%	N/A	$ 0.20	working capital	30,000	-	-	30,000	471
Ainos KY	#15.21	5/28/2021	2/28/2023 (1)	1.85%	N/A	$ 0.20	working capital	35,000	-	-	35,000	545
Ainos KY	#16.21	6/9/2021	2/28/2023 (1)	1.85%	N/A	$ 0.20	working capital	300,000	-	-	300,000	4,486
Ainos KY	#17.21	6/21/2021	2/28/2023 (1)	1.85%	N/A	$ 0.20	working capital	107,000	-	-	107,000	1,535
Ainos KY	#18.21	7/2/2021	2/28/2023 (1)	1.85%	N/A	$ 0.20	working capital	54,000	-	-	54,000	744
Ainos KY	#19.21	9/1/2021	2/28/2023 (1)	1.85%	N/A	$ 0.20	working capital	120,000	-	-	120,000	1,289
Ainos KY	#20.21	9/28/2021	2/28/2023 (1)	1.85%	N/A	$ 0.20	working capital	300,000	-	-	300,000	2,798
Ainos KY	#21.21	11/10/2021	2/28/2023 (1)	1.85%	N/A	$ 0.20	working capital	50,000	-	-	50,000	357
Ainos KY	#22.21	11/25/2021	2/28/2023 (1)	1.85%	N/A	$ 0.20	working capital	450,000	-	-	450,000	2,851
Ainos KY	#23.21	11/29/2021	2/28/2023 (1)	1.85%	N/A	$ 0.20	working capital	300,000	-	-	300,000	1,840
Ainos KY	#24.21	12/29/2021	2/28/2023 (1)	1.85%	N/A	$ 0.20	working capital	1,219,000	-	-	1,219,000	5,684
								3,000,000	-	-	3,000,000	23,192
Total convertible notes payable- related parties								3,376,526	-	-	3,376,526	39,540
Non-Convertible Notes Payable:
Stephen Chen	#9.21	1/1/2021	4/14/2021	0.13%	N/A	N/A	working capital	129,405	-	-	129,405	354
Ainos KY	#26.22 (2)	3/4/2022	3/31/2023	1.85%	N/A	N/A	working capital	-	800,000	-	800,000	1,135
			Non-convertible notes payable-related party					129,405	800,000	-	929,405	1,489
i2 China	#8b.20	1/1/2020	1/1/2021	1.85%	N/A	N/A	consulting fee	84,000	-	-	84,000	3,527
			Non-Convertible Notes payable- non-related party					84,000			84,000	3,527
			Total non-convertible notes payable					213,405	800,000	-	1,013,405	5,016
		Total convertible and non-convertible						3,589,931	800,000	-	4,389,931	44,556

9

Notes:

(1) On March 17, 2022, we executed a Promissory Note Extension Agreement with Ainos KY in which the due dates for certain convertible notes enumerated as #12.21 to #24.21 issued by the Company to Ainos KY were extended to February 28, 2023. The total unpaid principal for these extended period convertible notes amount to $3,000,000 in the aggregate.

(2) On March 11, 2022, the Board approved a Non-Convertible Note dated March 4, 2022 in favor of Ainos KY with a principal amount of $800,000, interest of 1.85% per annum on unpaid principal and accrued interest, and a maturity date of February 28, 2023. The Note includes standard provisions for notice, default, and remedies for default.

All of the aforementioned convertible promissory notes and other notes payable are unsecured and due on demand upon maturity. The Company may prepay the notes in whole or in part at any time. The holder of convertible notes has the option to convert some or all of the unpaid principal and accrued interest to our common voting stock.

The total interest expense of convertible notes payable and other notes payable for the three months ended March 31, 2022 and as of December 31 2021 was $15,883 and $11,897 respectively; the cumulative related accrued interest as of March 31, 2022 and December 31, 2021 were $44,556 and $28,673, respectively.

7. Non-Current Convertible Notes Payable. As of March 31, 2022 and December 31, 2021, the amount of non-current convertible notes payable was $26,900,000 and $0, respectively.

On January 30, 2022, we issued to Ainos KY a Convertible Promissory Note in the principal amount of $26,000,000 (the “APA Convertible Note”) for the Asset Purchase Transaction as more particularly described below in Item 8 in these Notes to Financial Statements. The principal sum of the APA Convertible Note is payable in cash on January 30, 2027, although we may prepay the APA Convertible Note in whole or in part without penalty. The APA Convertible Note is noninterest bearing. If not earlier repaid, the APA Convertible Note will be converted into shares of our common stock or such other securities or property for which the APA Convertible Note may become convertible, immediately prior to the closing of any public offering of our common stock as a result of which our common stock will be listed on a U.S. stock exchange. The conversion price, subject to certain adjustments, will be 80% of the initial public offering price of the offering.

10

Convertible Note Offering Pursuant to Regulation S

The Company issued Convertible Notes pursuant to certain Convertible Note Purchase Agreements under Regulation S. The transactions are more particularly described below:

· $50,000 Convertible Note issued on March 31, 2022 to Yun-Han Liao. The purchaser is the daughter of Wu Hui-Lan, the Company’s Chief Financial Officer (the “Liao Convertible Note”).

· $850,000 aggregate Convertible Notes issues on March 28, 2022 to Chih-Cheng Tsai, Ming-Hsien Lee, Yu-Yuan Hsu, and Top Calibre Corporation, a British Virgin Islands company (collectively the “Regulation S Notes”).

· The Liao Convertible Note and the Regulation S Notes are collectively referred to as the “Convertible Notes”.

The Principal Amount of the Convertible Notes are payable in cash on March 30, 2027, although the Company may prepay the Convertible Notes in whole or in part without penalty. The Convertible Notes are non-interest bearing. If not earlier repaid, the Convertible Notes will be converted into shares of common stock, $0.01 par value per share of the Company, or such other securities or property for which the Convertible Notes may become convertible, immediately prior to the closing of any public offering of the Company’s common stock as result of which the Company’s common stock will be listed on a U.S. stock exchange. The conversion price, subject to certain adjustments, will be eighty percent (80%) of the initial public offering price of the offering.

8. Related Party Transactions. The following is a summary of related party transactions that met our disclosure threshold for the three months ended March 31, 2022 and 2021:

Asset Purchase Agreement

Ainos KY and the Company entered into an Asset Purchase Agreement dated as of November 18, 2021(the “Asset Purchase Agreement”), as modified by an Amended and Restated Asset Purchase Agreement dated as of January 29, 2022 (the “Amended Asset Purchase Agreement”). Pursuant to the Asset Purchase Agreement, the Company acquired certain intellectual property assets and certain manufacturing, testing, and office equipment for a total purchase price of $26,000,000. Pursuant to the Asset Purchase Agreement, the Company agreed to hire certain employees of Ainos KY who are responsible for research and development of the IP Assets and/or Equipment on terms at least equal to the compensation arrangements undertaken by Ainos KY. From and after the closing, we will have no responsibility, duty or liability with respect to any employee benefit plans of Ainos KY. As payment of the purchase price, we issued to Ainos KY a Convertible Promissory Note in the principal amount of $26,000,000 upon closing on January 30, 2022 (the “APA Convertible Note”). Refer to Note 7 of the Notes to Financial Statements for more information.

11

Related Party Working Capital

All convertible and other notes payable were issued either as a result of financing or deferred compensation provided by related parties. As of March 31, 2022 and December 31, 2021, the convertible and non-convertible notes payable for related parties totaled $4,355,931 and $3,505,931, respectively. Refer to Note 6 and 7 of the Notes to Financial Statements for more information.

Purchase related to COVID-19 Antigen Rapid Test Kits

We incurred costs associated with finished goods, raw materials and manufacturing fees for Covid-19 antigen rapid test kits from TCNT pursuant to a Sales and Marketing Agreement, totaling $386,412 for the three months ended March 31, 2022. There were no purchases from TCNT during the same period last year.

Product Co-development Agreement

Pursuant to the five-year product co-development agreement effective on August 1, 2021 with TCNT (the “Product Co-Development Agreement”) we incurred development expenses totaling $167,422 for the three months ended March 31, 2022 of which $109,131 is in accrued payable as of March 31, 2022.

Promissory Note Extension Agreement

On March 17, 2022, we executed a Promissory Note Extension Agreement with Ainos KY in which the due dates for certain convertible notes enumerated as #12.21 to #24.21 issued by the Company to Ainos KY were extended to February 28, 2023 (the “Promissory Note Extension Agreement”). The total unpaid principal for these extended period convertible notes amount to $3,000,000 in the aggregate. Refer to Footnote 1 of Note 6 of the Notes to Financial Statements for more information.

9. Subsequent Events.

On April 11, 2022, we issued to ASE Test Inc., a minority owner of Ainos KY, a convertible note in the principal amount of $500,000 due on March 30, 2027 (the “ASE Note”). The convertible note will automatically convert into shares of our common stock immediately prior to the closing of any public offering of our common stock as a result of which our common stock will be listed on a U.S. stock exchange. The conversion price, subject to certain adjustments, will be 80% of the initial public offering price of the offering.

12

ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with our financial statements and the notes thereto which appear elsewhere in this report. The results shown herein are not necessarily indicative of the results to be expected in any future periods.

Some of the statements in this report are “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements regarding our current beliefs, goals and expectations about matters such as our expected financial position and operating results, our business strategy and our financing plans. The forward-looking statements in this report are not based on historical facts, but rather reflect the current expectations of our management concerning future results and events. The forward-looking statements generally can be identified by the use of terms such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “foresee,” “may,” “guidance,” “estimate,” “potential,” “outlook,” “target,” “forecast,” “likely” or other similar words or phrases. Similarly, statements that describe our objectives, plans or goals are, or may be, forward-looking statements.

Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be different from any future results, performance and achievements expressed or implied by these statements. We cannot guarantee that our forward-looking statements will turn out to be correct or that our beliefs and goals will not change. Our actual results could be very different from and worse than our expectations for various reasons. These forward-looking statements are not guarantees of future performance and involve numerous risks and uncertainties and you should not rely on them as predictions of future events. Forward-looking statements depend on assumptions, data, or methods which may be incorrect or imprecise and we may not be able to realize them. We do not guarantee that the transactions and events described will happen as described (or that they will happen at all).

The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements:

· the extent and duration of the COVID-19 pandemic and the impact of the end of the COVID-19 pandemic on our business and our expectations regarding customer and user demand for our COVID-19 test;

· possible changes in capital structure, financial condition, future working capital needs and other financial items;

· our expectations of the reliability, accuracy and performance of our products and services;

· our ability to obtain additional funds for our operations;

· unforeseen changes in the course of research and development activities and in clinical trials;

· our ability to obtain and maintain regulatory authorizations, clearances or approvals for our tests and other product candidates, including EUAs (“Emergency Use Authorizations”) for our COVID-19 test or other product candidates;

· our ability to successfully build out our sales and marketing infrastructure, the costs and success of our marketing efforts, and our ability to promote our brand;

· our ability to establish demand for our products and services and expand geographically;

· our intellectual property position and our expectations regarding our ability to obtain and maintain intellectual property protection;

· our ability to effectively manage our expected growth, including our ability to retain and recruit personnel, and maintain our culture;

· possible changes in cost, timing and progress of development, preclinical studies, clinical trials and regulatory submissions;

· the rate and degree of market acceptance of any approved product candidates;

· the impact of applicable U.S., Taiwanese and international laws and regulations; and

· our ability to implement, maintain and improve effective internal controls and remediate material weaknesses.

Any forward-looking statements in this report are made only as of the date hereof and, except as may be required by law, we do not have any obligation to publicly update any forward-looking statements contained in this report to reflect subsequent events or circumstances.

Overview

Ainos, Inc., a Texas corporation formerly known as Amarillo Biosciences, Inc. (the "Company", "we" or "us"), is engaged in developing medical technologies for point-of-care (“POCT”) testing and safe and novel medical treatment for a broad range of disease indications. Since our inception in 1984, we have concentrated our resources on business planning, raising capital, research and clinical development activities for our programs, securing related intellectual property and commercialization of proprietary therapeutics using low-dose non-injectable interferon (“IFN”). In addition to our core IFN technology, we are committed to developing a diversified healthcare business portfolio to include medical devices and consumer healthcare products.

Although we have historically been involved in extensive pharmaceutical research and development of low-dose oral interferon as a therapeutic, we are prioritizing the commercialization of medical devices as part of our diversification strategy. Since the beginning of 2021, we have acquired significant intellectual property from our majority shareholder, Ainos, Inc., a Cayman Islands corporation (“Ainos KY”), to expand our potential product portfolio into Volatile Organic Compounds (“VOC”) and COVID-19 POCTs. We expect our underlying intellectual property to enable us to expedite the commercialization of our medical device pipeline, beginning with Ainos-branded COVID-19 POCT product candidates.

Our portfolio of products

Our portfolio of products is currently comprised of the following:

· COVID-19 Antigen Rapid Test Kit and Ainos’ Cloud-based Test Management Apps. Our cloud-based test management platform is comprised of an antigen rapid test kit, a personal application, or app, and an enterprise app. We anticipate our management apps will allow individuals and organizations to seamlessly manage tests, trace infections, and share results. As the first commercialized COVID-19 product we sell, we currently market the Ainos COVID-19 antigen rapid test kit in Taiwan under emergency use authorization (“EUA”) issued by the Taiwan Federal and Drug Administration (“TFDA”) in 2021. We market the Ainos COVID-19 antigen rapid test kit under our brand name. The kit is manufactured by TCNT, our product co-developer.

· COVID-19 Nucleic Acid Test. Our solution consists of a color-changing assay that is compatible with standard Polymerase Chain Reaction (“PCR”) machines and delivers test results within 40 minutes. In addition to our assay’s compatibility with existing PCR equipment, we will also offer portable, low-cost test equipment intended to help medical professionals quickly scale testing capacity. We will market the product under the Ainos brand name, and our co-developer TCNT will manufacture the product.

· VOC POCT – Ainos Flora. Our Ainos Flora device will perform a non-invasive test for female vaginal health and certain sexually transmitted diseases (“STDs”) including vaginitis, gonorrhea and trichomoniasis, within a few minutes. We expect Ainos Flora will provide convenient, discreet, rapid testing in a point-of-care setting which will allow women to self-test at home.

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· VOC POCT – Ainos Pen. Our Ainos Pen device is a cloud-connected, multi-purpose, portable breath analyzer that is intended to monitor health conditions including oral, gastrointestinal, liver, and renal health within minutes. We expect consumers to be empowered to share their self-test results with their physicians through in-person and telehealth medical consultations.

· VOC POCT – CHS430. The CHS430 device is intended to provide non-invasive testing for ventilator-associated pneumonia within 10 minutes, as compared to current standard of care invasive culture tests that typically take more than two days to provide results. We plan to be the exclusive sales agent for CHS430, pursuant to our Product Development Agreement with our co-developer, TCNT, who will manufacture the product.

· Very Low-Dose Oral Interferon Alpha (“VELDONA”). VELDONA is a low-dose oral interferon alpha (“IFN-α”) formulation based on our nearly four decades of research on IFN-α’s broad treatment applications. We recently initiated a strategic relationship with InnoPharmax, Inc. to jointly develop and market an orally administered cytotoxin-induced complementary combined therapy (“CICCT”) for the treatment of COVID-19 and other potential viral infections. We are conducting a parallel study for the COVID-19 treatment based on VELDONA alone.

· Synthetic RNA (“SRNA”). We are developing a SRNA technology platform in Taiwan. Our initial focus is to develop a potential COVID-19 mRNA vaccine platform using the full-length spike or the RBD gene sequence of the alpha and delta variants as reference sequences.

An integral part of our operating strategy is to create multiple revenue streams through commercializing our product portfolio and leveraging our intellectual property patents, including potentially out-licensing or forming strategic relationships to develop our medical devices, consumer healthcare products and low-dose interferon therapeutics.

In 2022, we are prioritizing the commercialization of our POCT devices, beginning with seeking EUA authorizations for the COVID-19 POCT product candidates and plans to commercialize our other POCT product candidates. As a general strategy, we plan to conduct clinical trials in Taiwan and use the data to apply for TFDA approval and FDA clearance via the 510(k) or comparable pathway. If our products are approved, we plan to work with third-party distributors to market our products in countries where we receive regulatory approval and to seek various business relationships with other medtech companies to market our products. At the same time, we plan to initiate clinical trials for the CICCT and SRNA programs over the course of this year.

Our ability to generate product revenue sufficient to achieve profitability will depend on further successful development and commercialization of one or more of our current or future product candidates and programs. We anticipate our POCT products candidates to potentially generate organic cash flows to support our business while we invest in our other pipeline projects. We expect to continue to incur significant expenses for the next few years as we advance our product candidates through preclinical development, clinical trials and regulatory approval. In addition, if we obtain marketing approval for any of our product candidates, we expect to incur significant commercialization expenses related to product manufacturing, marketing, sales and distribution, and legal and regulatory compliance. We may also incur expenses in connection with strategic relationships for the development of additional product candidates. Furthermore, we expect to continue to incur costs associated with operating as a public company, including significant legal, accounting, investor relations and other expenses.

Until we can generate significant revenue from product sales, if ever, we expect to finance our operations with business revenues and proceeds from external sources. We may pursue additional funding that may include our entry into or expansion of borrowing arrangements; research and development incentive payments, government grants, co-financing from pharmaceutical companies and other corporate sources; and potential future collaboration agreements with pharmaceutical companies or other third parties. We may be unable to raise additional funds or enter into such other agreements or arrangements when needed on favorable terms. If we fail to raise capital or enter into such agreements as, and when, needed, we may have to significantly delay, scale back or discontinue the development and commercialization, potential in-licenses or acquisitions plans for one or more of our product candidates.

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We are unable to predict the timing or amount of unexpected expenses or when or if we will be able to achieve or maintain profitability due to the numerous risks and uncertainties associated with product development and related legal regulatory requirements. When we are eventually able to generate additional product sales, those sales may not be sufficient to become profitable. If we fail to become profitable or are unable to sustain profitability on a continuing basis, we may be unable to continue our operations at planned levels and be forced to reduce or terminate our operations.

As of March 31, 2022, we had available cash and cash equivalents of $1,871,349. We anticipate business revenues and further potential financial support from external sources to fund our operations over the next twelve months. We have based this estimate on assumptions that may prove to be incorrect and we could exhaust our available capital resources sooner than we expect. See ”Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources” for additional information. To finance our continuing operations, we will need to raise additional capital, which cannot be assured.

Impact of COVID-19 on Our Business

The COVID-19 pandemic presented us an opportunity to grow our business. Substantially all of our operating revenue came from the sale of the Ainos COVID-19 antigen rapid test kits in Taiwan. We intend to broaden our market reach if TCNT, our product co-developer and manufacturing partner, successfully obtains regulatory clearance in the U.S. or other countries.

We believe affordable, easy-to-use, rapid COVID-19 testing will continue to be in demand at least in the short-term. We anticipate our management apps, when used with the Ainos antigen rapid test kit, will allow individuals and organizations to effectively manage tests, trace infections, and share results. We also anticipate the Ainos COVID-19 nucleic acid test can help medical professionals quickly scale testing capacity if the product receives regulatory clearance.

We are continuing to monitor the potential impact of the pandemic, but we cannot be certain the future impact on our business, financial condition, results of operations and prospects. Depending on developments relating to the pandemic, including the emergence of new variants, the pandemic may affect our ability to initiate and complete research studies, delay the initiation of our future research studies, disrupt regulatory activities or have other adverse effects on our business, results of operations, financial condition and prospects.

Results of Operations for Quarter Ended March 31, 2022 (“Q1 2022”) and March 31, 2021 (“Q1 2021”):

Revenues. The Company reported $87,200 in revenue in Q1 2022 from product sales of the Ainos COVID-19 Antigen Rapid Test Kits. Revenue from product sales in Q1 2021 was $2,121 generated from sales of liposomal nutraceuticals. The cost of sales relating to product sales in Q1 2022 was $41,078 compared to $1,249 in Q1 2021. Gross profit from product sales in Q1 2022 was $46,122 as compared to $872 in Q1 2021. Gross profits generated from product sales increased by $45,250 between Q1 2022 and the same quarter in the previous year. In 2021, the Company discontinued sales of liposomal nutraceuticals and instead plans to focus on sales of POCTs, including the Ainos COVID-19 Antigen Test Kit.

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Research and Development Expenses. R&D expenses in Q1 2022 were $1,577,454 mainly consisting of amortization expense of intellectual property assets, staffing and co-development research. There were no R&D expenses during the same quarter in 2021. We expect that our R&D expenses will increase over time as we further product development of our POCT and other product candidates. In addition to increasing our in-house R&D staffing, we also contribute R&D funding under our co-development agreements with Taiwan Carbon Nano Technology (“TCNT”), our manufacturing collaborator and our affiliate company, for POCT products and InnoPharmax, Inc. to jointly develop and promote an orally administered CICCT for the treatment of COVID-19 and potentially other viral infections.

Selling, General and Administrative Expenses. Selling, general and administrative expenses were $551,730 and $522,981 in Q1 2022 and Q1 2021, respectively. The $28,749 (6%) increase was largely due to increased expenses associated with staffing and consulting.

Operating Loss. The Company's operating loss was $2,083,062 and $522,109 in Q1 2022 and Q1 2021, respectively, reflecting a $1,560,953 (299%) increase in operating losses between the reporting periods. As stated in our discussion about R&D expenses, our operating losses are mainly attributable to additional R&D expenses in line with the Company's product development initiatives.

Interest Expense. In Q1 2022 interest expense was $16,687 compared to $11,897 in Q1 2021, due to accrued interest for convertible and other debt notes issued by the Company.

Net Loss. Net loss attributable to common stock shareholders was $2,099,895, in Q1 2022 compared to $534,006 in Q1 2021, resulting in a $1,565,889 (293%) increase in net losses attributable to our shareholder of common stock. The net losses are attributable to increased R&D expenses in line with the Company's product development plans.

Liquidity and Capital Resources

As of March 31, 2022 and December 31, 2021, the Company had available cash of $1,871,349 and $1,751,499, respectively. The following table summarizes our cash flows for the first quarter of 2022:

	Three Months Ended March 31,
	2022			2021
Net cash used in operating activities		(1,389,889	)		(211,737	)
Net cash used in investing activities		(135,899	)		–
Net cash provided by financing activities		1,644,884			198,869

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Operating activities:

Cash used in operating activities increased in Q1 2022 compared to Q1 of 2021, due to higher net loss and negative working capital.  We incurred net operating outflow of $1,389,889 for Q1 2022 and $211,737 for Q1 2021. While our revenues grew in Q1 2022 due to sales of the Ainos COVID-19 test kits, our acquisition of intellectual property and equipment, increased staffing, and investment in research and developments increased our expenses and resulted in higher net losses of $2,099,895. These higher net losses were partially offset by increased amortization and depreciation for acquisition of intellectual property and equipment to $1,168,773 for Q1 2022 from $3,905 for Q1 2021. Negative working capital primarily resulted from the increase of inventories due to upcoming anticipated sales activities and the increase of other current assets primarily due to the preparation for a potential public offering for which we filed a Registration Statement on Form S-1 under the Securities Act of 1944, as amended, on April 28, 2022.

Investing activities:

Cash used in investing activities increased in Q1 2022 compared to cash used in Q1 2021, driven by the acquisition of R&D equipment, and building out existing facilities.

Financing activities:

Cash provided by financing activities increased in Q1 2022 compared to cash provided in Q1 2021, which primarily reflects higher proceeds from convertible notes payable and notes payable.  For a discussion of the notes, see “Part II, Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds.”

As of March 31, 2022, the principal amount of our convertible and other notes payable due within the next 12 months was $3,376,526 and $1,013,405, respectively. The holders of these notes waived their rights to the unpaid default interest under the notes in Q3 2021. See footnotes 4 and 6 of consolidated financial statements for more information related to convertible and other notes payable. In March 2022, we issued a non-convertible note in the principal amount of $800,000 due in March 2023.

On January 30, 2022, we issued a noninterest-bearing Convertible Promissory Note in the principal amount of $26,000,000 (the “APA Convertible Note”) in connection with the closing under the Asset Purchase Agreement. The  principal amount of the APA Convertible Note is due in January 2027. If not earlier repaid, the APA Convertible Note will be converted into shares of our common stock immediately prior to the closing of any public offering of our common stock as a result of which our common stock will be listed on a U.S. stock exchange.

In addition, in the first quarter of 2022, we executed $900,000 of convertible notes with terms that are substantially similar to the terms of the APA Convertible Note.

In 2022 we intend to focus on commercializing our POCT medical devices and developing our CICCT program. Our near-term liquidity requirements will include expenses for clinical trials, repayment of debt not converted into equity, regulatory clearances, and marketing to commercialize our POCT devices, including the Ainos COVID-19 Nucleic Acid Test, the Ainos Flora, the Ainos Pen and our CICCT program. We also intend to increase staffing for general administration, marketing and technology development purposes.

In 2023 and beyond, we intend to invest in research and development and clinical trial spending to advance our VELDONA development efforts for disease indications such as thrombocytopenia and Sjögren’s syndrome. We also plan on investing in clinical trials and regulatory approval for the CHS430 device, in collaboration with TCNT, and clinical trial expenses for our SRNA program.

The Company anticipates that its cash reserves, business revenues from the Ainos COVID-19 test kits, sales of its common stock, and debt financing through convertible and non-convertible notes are sufficient to fund the Company’s operations over the next twelve months. As the number of reported COVID cases has been increasing in Taiwan, we anticipate demand for the test kits to increase, at least in the short term.  There can be no assurance that we will be successful in our efforts to make the Company profitable. If those efforts are not successful, the Company may raise additional capital through the issuance of equity securities, debt financings or other sources in order to further implement its business plan, including, as required, additional external financing from our majority shareholder. However, if such financing is not available when needed and at adequate levels, the Company will need to reevaluate its operating plan.

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk.

As a “smaller reporting company,” we are not required to provide the information under this Item 3.

ITEM 4. Controls and Procedures

Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of March 31, 2022. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

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Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). As previously disclosed in our Form 10-K/A for the year ended December 31, 2021, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2021. As a result of such review as of December 31, 2021, we identified certain deficiencies in the design and implementation of our internal controls with respect to reporting and implemented a remediation plan.

During the first quarter of 2022, as part of our remediation plan and procedures, we began implementing the following changes:

· Increasing staff resources dedicated to internal controls and reporting including the hiring of a full-time accounting assistant for the CFO who is dedicated to financial reporting;

· Specifically delegating roles and responsibilities for each participant in compiling and reviewing our reports including designating a single-point of contact for consolidating data inputs and delegation of key reporting elements to relevant department leads;

· Designating an executive team to review all narrative disclosures, including potential changes thereto. The executive team is comprised of the CEO, CFO, Director of Corporate Development, Executive Vice President of Operations, and Chief Legal Counsel;

· Establishing a final review process with our Chief Executive Officer and Chief Financial Officer prior to finalizing and filing our reports. At each stage of preparing financial reports the executive team conducts a review of draft materials and discusses the results in telephone conferences; and

· Establishing an executive review team to approve the final EDGAR version and IXBRL data file for our reports. As described above, the executive team meets and confers to review the final financial reports that are then submitted to the Audit Committee and Board for final approval prior to filing.

During the remainder of 2022, we will continue to implement our remediation plan. In connection with such plan, we expect to further increase our internal corporate resources focused on improving the design, implementation and monitoring of our internal control systems.

PART II - OTHER INFORMATION

ITEM 1. Legal Proceedings.

From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. As of the date of this report, we were not aware of any material legal proceedings or claims involving the Company.

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ITEM 1A. Risk Factors.

There are no material changes to the risk factors as previously disclosed in the company’s Form 10-K/A in response to Part I - Item 1A of our annual report filed with the SEC on April 15, 2022.

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds.

2021 Asset Purchase Agreement

On November 18, 2021, we entered into the Asset Purchase Agreement with Ainos KY, our majority shareholder. We closed the transaction on January 30, 2022. Pursuant to the Asset Purchase Agreement, we acquired certain intellectual property assets and certain manufacturing, testing, and office equipment for a total purchase price of $26,000,000). As payment of the Purchase Price, at the closing on January 30, 2022, the Company issued to Ainos KY the APA Convertible Note, a convertible promissory note in the principal amount of $26,000,000.

The principal sum of the APA Convertible Note is payable in cash on January 30, 2027, although we may prepay the APA Convertible Note in whole or in part without penalty. The APA Convertible Note is non-interest bearing. The APA Convertible Note will be automatically converted into shares of our common stock immediately prior to the closing of this offering at a conversion price equal to 80% of the per Unit public offering price.

2021 – 2022 Ainos KY Working Capital Advances

In 2021, Ainos KY provided working capital advances in the form of convertible note financing in the aggregate amount of $3,000,000. The working capital convertible notes issued in 2021 bear interest at the AFR short-term rate of 1.85% and may be convertible in whole or in part at a conversion price of $0.20 per share, subject to adjustment. On March 17, 2022, we executed a Promissory Note Extension with Ainos KY dated March 17, 2022, pursuant to which the maturity dates for the convertible notes issued in 2021 to Ainos KY were extended to February 28, 2023.

In March 2022, Ainos KY provided us a working capital advance in the form of a non-convertible note financing in the principal amount of $800,000, at a 1.85% per annum interest rate, with a maturity date of February 28, 2023.

Convertible Note Offering Pursuant to Regulation S

The Company issued convertible notes pursuant to Regulation S as more particularly described below:

	·	Under a Convertible Note Purchase Agreement dated as of March 31, 2022 by and between the Company and Yun-Han Liao (the “Purchaser”). The Purchaser is the daughter of We Hui-Lan, the Company’s Chief Financial Officer. Pursuant to the Agreement the Purchaser paid a total of $50,000 to the Company in exchange for a Convertible Promissory Note issued by the Company in the principal amount of $50,000 (the “Liao Convertible Note”).
	·	Under those certain Convertible Note Purchase Agreements dated as of March 28, 2022 (the “Regulation S Agreements”) by and between the Company and Chih-Cheng Tsai, Ming-Hsien Lee, Yu-Yuan Hsu, and Top Calibre Corporation, a British Virgin Islands company (collectively the “Regulation S Purchasers”). Pursuant to the Regulation S Agreements, the Purchasers paid a total of $850,000 (the “Principal Amount”) to the Company in exchange for Convertible Promissory Notes issued by the Company in the Principal Amount (together with the Liao Convertible Note, the “Convertible Notes”).
The Principal Amount of the Convertible Notes are payable in cash on March 30, 2027, although the Company may prepay the Convertible Notes in whole or in part without penalty. The Convertible Notes are non-interest bearing. If not earlier repaid, the Convertible Notes will be converted into shares of common stock, $0.01 par value per share of the Company, or such other securities or property for which the Convertible Notes may become convertible, immediately prior to the closing of any public offering of the Company’s common stock as result of which the Company’s common stock will be listed on a U.S. stock exchange. The conversion price, subject to certain adjustments, will be eighty percent (80%) of the initial public offering price of the offering.

ITEM 3. Defaults Upon Senior Securities.

None

ITEM 4. Mine Safety Disclosures.

Not applicable

ITEM 5. Other Information.

Not applicable

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ITEM 6. Exhibits.

EXHIBIT INDEX

			INCORPORATED BY REFERENCE
EXHIBIT NUMBER	DESCRIPTION	FILED WITH THIS FORM 10-K	FILING DATE WITH SEC	FORM	EXH #	HYPERLINK TO FILINGS
3.1	Restated Certificate of Formation of the Company, dated and filed July 27, 2015		3/30/2016	10-K	3.i.	Restated Certificate of Formation of the Company, dated and filed July 27, 2015.
3.2	Amended and Restated Bylaws of the Company, effective August 20, 2021		4/28/2022	S-1	3.2	https://www.sec.gov/Archives/edgar/data/0001014763/000165495422005505/aimd_ex32.htm
4.1	Specimen Common Stock Certificate		8/8/1996	SB-2	4.1	Specimen Common Stock Certificate.
10.1	Amended and Restated Asset Purchase Agreement, dated as of January 29, 2022, between Ainos, Inc. and Ainos, Inc.		2/3/2022	8-K	2.1	https://www.sec.gov/Archives/edgar/data/0001014763/000165495422001066/aimd_ex21.htm
10.2	Convertible Promissory Note, dated as of January 30, 2022, issued by Ainos, Inc.		2/3/2022	8-K	10.1	https://www.sec.gov/Archives/edgar/data/0001014763/000165495422001066/aimd_ex101.htm
10.3	Non-Convertible Note dated March 4, 2022.		3/17/2022	8-K	10(i)	https://www.sec.gov/Archives/edgar/data/0001014763/000165495422003341/aimd_ex10i.htm
10.4	Note Extension Agreement dated March 17, 2022		3/17/2022	8-K	10(ii)	https://www.sec.gov/Archives/edgar/data/0001014763/000165495422003341/aimd_ex10ii.htm
10.5*	Employment Agreement by and between Chun-Hsien Tsai and Ainos, Inc. dated March 17, 2022		3/17/2022	8-K	10(iii)	https://www.sec.gov/Archives/edgar/data/0001014763/000165495422003341/aimd_ex10iii.htm
10.6*	Employment Agreement by and between Hui-Lan Wu (aka Celia Wu) and Ainos, Inc. dated March 17, 2022		3/17/2022	8-K	10(iv)	https://www.sec.gov/Archives/edgar/data/0001014763/000165495422003341/aimd_ex10iv.htm
10.7*	Employment Agreement by and between Chih-Heng Jack Lu and Ainos, Inc. dated March 17, 2022		3/17/2022	8-K	10(v)	https://www.sec.gov/Archives/edgar/data/0001014763/000165495422003341/aimd_ex10v.htm
10.8	Form of Convertible Note Purchase Agreement		4/4/2022	8-K	2.1	https://www.sec.gov/Archives/edgar/data/0001014763/000165495422004526/aimd_ex21.htm
10.9	Form of Convertible Promissory Note		4/4/2022	8-K	10.1	https://www.sec.gov/Archives/edgar/data/0001014763/000165495422004526/aimd_ex101.htm
24.1	Power of Attorney by Board of Directors	X
31.1	Certification of Principal Executive Officer Pursuant to Rule 13a-  14(a) / 15d – 14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002	X

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31.2	Certification of Principal Financial Officer Pursuant to Rule 13a-  14(a) / 15d – 14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002	X
32.1	Certification Of Principal Executive Officer Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 Of The Sarbanes-Oxley Act Of 2002	X
32.2	Certification Of Principal Financial Officer Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 Of The Sarbanes-Oxley Act Of 2002	X
100	XBRL – Related Documents	X
101.INS	XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the XBRL document.	X
101.SCH	XBRL Taxonomy Extension Schema Document	X
101.CAL	XBRL Taxonomy Extension Calculation Linkbase	X
101.DEF	XBRL Taxonomy Extension Definition Linkbase	X
101.LAB	XBRL Taxonomy Extension Label Linkbase	X
101.PRE	XBRL Taxonomy Extension Presentation Linkbase	X
104.1	Cover Page Interactive Data File	X

The exhibits listed in the Exhibit Index are filed or incorporated by reference as part of this filing.

+ Schedules (as similar attachments) have been omitted from this filing pursuant to Item 601(a)(5) of Regulation S-K.

* Indicates a management contract or compensatory plan or arrangement.

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SIGNATURES

Pursuant to the requirements of Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	AINOS, INC.
Date: May 16, 2022	By:	/s/ Chun-Hsien Tsai
		Chun-Hsien Tsai, Chairman of the Board, President, and Chief Executive Officer
Date: May 16, 2022	By:	/s/ Hui-Lan Wu
		Hui-Lan Wu, Chief Financial Officer

22

EX-24.1

EXHIBIT 24.1

AINOS, INC.

CERTIFICATE OF CORPORATE SECRETARY

I, John Junyong Lee, Corporate Secretary of Ainos, Inc., a corporate duly organized and existing under the laws of the State of Texas (the “Company”), do hereby certify that the attached is a true and correct copy of a Power of Attorney executed by all of the members of the Board of Directors of the Company and that said power of attorney is in full force and effect and have not been amended or rescinded as of the date hereof.

IN WITNESS WHEREOF, I have hereupon set my hand and seal this 16th day of May, 2022:

/s/ John Junyong Lee

John Junyong Lee

Corporate Secretary

POWER OF ATTORNEY

WHEREAS, AINOS, INC., a Texas corporation (hereinafter referred to as the “Company”), proposes to file with the Securities and Exchange Commission under the provisions of the Securities Exchange Act of 1934, as amended, an interim report on Form 10-Q for the quarter ended March 31, 2022 (the “Form 10-Q”). 

NOW, THEREFORE, the undersigned members of the Board of Directors do hereby appoint Chun-Hsien Tsai and Hui-Lan Wu and each of them, his true and lawful attorneys-in-fact and agents with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign the Form 10-Q and any and all amendments to the Form 10-Q, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in the Form 10-Q as such person or persons so acting deems appropriate, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his, her or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. 

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 16th day of May 2022. 

Signature	Title
/s/ Chun-Hsien Tsai	Chairman of the Board,
Chun-Hsien Tsai	President, and Chief Executive Officer
/s/ Wen-Han Chang	Director
Wen-Han Chang
/s/ Yao-Chung Chiang	Director
Yao-Chung Chiang
/s/ Hsiu-Chen Chiu	Director
Hsiu-Chen Chiu

AINOS INC BOARD OF DIRECTORS POWER OF ATTORNEY

Form 10-Q for the quarter ended March 31, 2022

Page 1 of 2

/s/ Ting-Chuan Lee	Director
Ting-Chuan Lee
/s/ Chun-Jung Tsai	Director
Chun-Jung Tsai
/s/ Chung-Yi Tsai	Director
Chung-Yi Tsai
SEEN AND ACCEPTED:
/s/ Chun-Hsien Tsai	Chairman of the Board, President and
Chun-Hsien Tsai	Chief Executive Officer
/s/ Hui-Lan Wu	Chief Financial Officer
Hui-Lan Wu

AINOS INC BOARD OF DIRECTORS POWER OF ATTORNEY

Form 10-Q for the quarter ended March 31, 2022

Page 2 of 2

EX-31.1

EXHIBIT 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO RULE 13A- 14(A) / 15D – 14(A)

UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES OXLEY ACT OF 2002

I, Chun-Hsien Tsai, certify that:

1.	I have reviewed this report on Form 10-Q of Ainos, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the periods covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 16, 2022	/s/ Chun-Hsien Tsai
	Chun-Hsien Tsai, Principal Executive Officer (Chairman of the Board, President, and Chief Executive Officer)

EX-31.2

EXHIBIT 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO RULE 13A- 14(A) / 15D – 14(A)

UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES OXLEY ACT OF 2002

I, Hui-Lan Wu, certify that:

1.	I have reviewed this report on Form 10-Q of Ainos, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the periods covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 16, 2022	/s/ Hui-Lan Wu
	Hui-Lan Wu, Principal Financial Officer (Chief Financial Officer)

EX-32.1

EXHIBIT 32.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Ainos, Inc. on Form 10-Q for the period ended March 31, 2022 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned, in the capacity and on the date indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of his knowledge:

1.	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

	AINOS, INC.
Date: May 16, 2022	By:	/s/ Chun-Hsien Tsai
		Chun-Hsien Tsai, Principal Executive Officer (Chairman of the Board, President, and Chief Executive Officer)

EX-32.2

EXHIBIT 32.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Ainos, Inc. on Form 10-Q for the period ended March 31, 2022 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned, in the capacity and on the date indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of his knowledge:

1.	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

	AINOS, INC.
Date: May 16, 2022	By:	/s/ Hui-Lan Wu
		Hui-Lan Wu, Principal Financial Officer (Chief Financial Officer)

XML

Cover - shares	3 Months Ended
	Mar. 31, 2022	May 16, 2022
Cover [Abstract]
Entity Registrant Name	AINOS, INC.
Entity Central Index Key	0001014763
Document Type	10-Q
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	false
Entity Current Reporting Status	Yes
Document Period End Date	Mar. 31, 2022
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2022
Entity Common Stock Shares Outstanding		144,379,308
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	0-20791
Entity Incorporation State Country Code	TX
Entity Tax Identification Number	75-1974352
Entity Address Address Line 1	8880 Rio San Diego Drive
Entity Address Address Line 2	Ste. 800
Entity Address City Or Town	San Diego
Entity Address State Or Province	CA
Entity Address Postal Zip Code	92108
City Area Code	858
Local Phone Number	869-2986
Entity Interactive Data Current	Yes

XML

Condensed Consolidated Balance Sheets - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 1,871,349	$ 1,751,499
Inventory	337,805	0
Other current assets	813,905	466,198
Total current assets	3,023,059	2,217,697
Assets
Intangible assets, net	36,214,023	37,329,191
Property and equipment, net	1,419,584	1,187,702
Other assets	79,598	87,571
Total assets	40,736,264	40,822,161
Current liabilities:
Convertible notes payable	3,376,526	3,376,526
Notes payable	1,013,405	213,405
Accrued expenses and others current liabilities	1,339,585	1,004,868
Payables - related party	0	26,000,000
Total current liabilities	5,729,516	30,594,799
Long term liabilities:
Convertible notes payable - noncurrent	26,900,000	0
Operating lease liabilities - noncurrent	24,152	30,255
Total long term liabilities	26,924,152	30,255
Total liabilities	32,653,668	30,625,054
Stockholders' equity
Preferred stock, $0.01 par value; 10,000,000 shares authorized; none issued	0	0
Common stock, $0.01 par value; 300,000,000 shares authorized as of March 31, 2022 and December 31, 2021; 144,379,308 shares issued and outstanding as of March 31, 2022 and December 31, 2021	1,443,793	1,443,793
Additional paid-in capital	18,899,873	18,856,430
Accumulated deficit	(12,208,811)	(10,108,916)
Translation adjustment	(52,259)	5,800
Total stockholders' equity	8,082,596	10,197,107
Total liabilities and stockholders' equity	$ 40,736,264	$ 40,822,161

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Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2022	Dec. 30, 2021
Condensed Consolidated Balance Sheets
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized (in shares)	10,000,000	10,000,000,000,000
Preferred stock, shares issued (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	300,000,000	300,000,000
Common stock, shares issued (in shares)	144,379,308	144,379,308
Common stock, shares outstanding (in shares)	144,379,308	144,379,308

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Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Condensed Consolidated Statements of Operations (Unaudited)
Revenues	$ 87,200	$ 2,121
Cost of revenues	(41,078)	(1,249)
Gross margin	46,122	872
Operating expenses:
Research and development expenses	1,577,454	0
Selling, general and administrative expenses	551,730	522,981
Total operating expenses	2,129,184	522,981
Operating loss	(2,083,062)	(522,109)
Non-operating income and expenses, net
Interest expenses, net	(16,687)	(11,897)
Other losses	(146)	0
Total non-operating income and expenses, net	(16,833)	(11,897)
Net loss	$ (2,099,895)	$ (534,006)
Basic and diluted net loss per average share available to common shareholders	$ (0.01)	$ (0.01)
Weighted average common shares outstanding- basic and diluted	144,379,308	42,066,172

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Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Condensed Consolidated Statements of Comprehensive Loss (Unaudited)
Net loss	$ (2,099,895)	$ (534,006)
Other comprehensive loss:
Translation adjustment	(58,059)	0
Comprehensive loss	$ (2,157,954)	$ (534,006)

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Condensed Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited) - USD ($)	Total	Preferred Stock	Common Stock	Additional Paid-In Capital	Retained Earnings (Accumulated Deficit)	Other comprehensive loss [Member]
Balance, shares at Dec. 31, 2020			42,066,172
Balance, amount at Dec. 31, 2020	$ (838,278)	$ 0	$ 420,662	$ 4,961,315	$ (6,220,255)
Share-based compensation	94,105			94,105
Net loss	(534,006)				(534,006)
Balance, shares at Mar. 31, 2021			42,066,172
Balance, amount at Mar. 31, 2021	(1,278,179)	0	$ 420,662	5,055,420	(6,754,261)	$ 0
Balance, shares at Dec. 31, 2021			144,379,308
Balance, amount at Dec. 31, 2021	10,197,107	0	$ 1,443,793	18,856,430	(10,108,916)	5,800
Share-based compensation	43,443	0		43,443
Net loss	(2,099,895)	0			(2,099,895)
Translation Adjustment	(58,059)					(58,059)
Balance, shares at Mar. 31, 2022			144,379,308
Balance, amount at Mar. 31, 2022	$ 8,082,596	$ 0	$ 1,443,793	$ 18,899,873	$ (12,208,811)	$ (52,259)

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Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Cash flows from operating activities:
Net loss	$ (2,099,895)	$ (534,006)
Adjustments to reconcile net loss to net cash used in operating. activities:
Depreciation and amortization	1,168,773	3,905
Share-based compensation expense	43,443	94,105
Changes in operating assets and liabilities:
Inventory	(337,805)	3,024
Other current assets	(297,707)	18,254
Accrued expenses and others current liabilities	133,302	202,981
Net cash used in operating activities	(1,389,889)	(211,737)
Cash flows from investing activities:
Acquisition of property and equipment	(135,899)	0
Net cash used in investing activities	(135,899)	0
Cash flows from financing activities
Proceeds from convertible notes payable	850,000	236,854
Proceeds from notes payable	800,000	0
Payments of other notes payable	0	(37,985)
Payments of lease liabilities	(5,116)	0
Net cash provided by financing activities	1,644,884	198,869
Net change in cash	119,096	(12,868)
Effect from foreign currency exchange	754	0
Cash and cash equivalents at beginning of period	1,751,499	22,245
Cash and cash equivalents at end of period	1,871,349	9,377
Supplemental disclosures of noncash financing and investing activities
Issuance of convertible notes for payables - related party	26,000,000	0
Receivable of convertible notes issued	50,000	0
Net change in equipment payable	$ 202,002	$ 0

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Organization and Business.

3 Months Ended

Mar. 31, 2022

Organization and Business.

1. Organization and Business

1. Organization and Business. Ainos, Inc., a Texas corporation formerly known as Amarillo Biosciences, Inc. (the "Company", "we" or "us"), is engaged in developing medical technologies for point-of-care (“POCT”) testing and safe and novel medical treatment for a broad range of disease indications. Since our inception in 1984, we have concentrated our resources on business planning, raising capital, research and clinical development activities for our programs, securing related intellectual property and commercialization of proprietary therapeutics using low-dose non-injectable interferon (“IFN”). In addition to our core IFN technology, we are committed to developing a diversified healthcare business portfolio to include medical devices and consumer healthcare products. Although we have historically been involved in extensive pharmaceutical research and development of low-dose oral interferon as a therapeutic, we are prioritizing the commercialization of medical devices as part of our diversification strategy. Since the beginning of 2021, we have acquired significant intellectual property from our majority shareholder, Ainos, Inc., a Cayman Islands corporation (“Ainos KY”), to expand our potential product portfolio into Volatile Organic Compounds (“VOC”) POCTs and COVID-19 POCTs. We expect our underlying intellectual property to enable us to expedite the commercialization of our medical device pipeline, beginning with the Ainos-branded COVID-19 POCT product candidates.

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Basis of presentation

3 Months Ended

Mar. 31, 2022

Basis of presentation

2. Basis of presentation

2. Basis of presentation. The accompanying consolidated financial statements, which should be read in conjunction with the audited financial statements and footnotes included in the Company's Form 10-K/A for the year ended December 31, 2021, as filed with the Securities and Exchange Commission on April 15, 2022  have been prepared in accordance with the Generally Accepted Accounting Principles (“GAAP”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by for audited financial statements. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2022, are not necessarily indicative of the results that may be expected for the full year ending December 31, 2022.

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Financial Condition

3 Months Ended

Mar. 31, 2022

Financial Condition

3. Financial Condition

3. Financial Condition. These financial statements have been prepared in accordance with GAAP, on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The Company has not yet achieved sustained operating income, and its operations are funded primarily from related-party convertible debt and equity financings. However, losses are anticipated in the ongoing development of its business and there can be no assurance that the Company will be able to achieve or maintain profitability.

The continuing operations of the Company and the recoverability of the carrying value of assets is dependent upon the ability of the Company to obtain necessary financing to fund its working capital requirements, and upon future profitable operations. The accompanying financial statements do not include any adjustments relative to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result from the outcome of this uncertainty.

There can be no assurance that capital will be available as necessary to meet the Company’s working capital requirements or, if the capital is available, that it will be on terms acceptable to the Company. The issuances of additional equity securities by the Company may result in dilution in the equity interests of its current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase the Company’s liabilities and future cash commitments. If the Company is unable to obtain financing in the amounts and on terms deemed acceptable, the business and future success may be adversely affected and the Company may cease operations. These factors raise substantial doubt regarding our ability to continue as a going concern.

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Common Stock

3 Months Ended

Mar. 31, 2022

Common Stock

4. Common Stock

4. Common Stock. We have 300,000,000 shares of voting common shares authorized for issuance. On March 31, 2022, a total of 163,987,550 shares of common stock were either issued (144,379,308), reserved for conversion of convertible debt to stock (17,285,625), reserved for future issuance of RSUs for non-employee directors (1,320,000), held for future exercise of stock options (550,000) and shares reserved for warrant conversion (452,617). We also have $26.9 million outstanding in convertibles notes which are convertible into shares of common stock upon and at a conversion price equal to 80% of the offering price of any public offering as a result of which the Company's common stock is listed on a national exchange.

We have not paid any dividends to our common stock shareholders to date, and have no plans to do so in the immediate future.

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Preferred Stock

3 Months Ended

Mar. 31, 2022

Preferred Stock

5. Preferred stock

5. Preferred Stock. We have 10,000,000 shares of preferred stock authorized for issuance. No shares of preferred stock were outstanding as of March 31, 2022.

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Current Convertible Notes Payable and Other Related Party Notes Payable

3 Months Ended

Mar. 31, 2022

Current Convertible Notes Payable and Other Related Party Notes Payable

6.Current Convertible Notes Payable and Other Related Party Notes Payable

6. Current Convertible Notes Payable and Other Notes Payable. As of March 31, 2022 and December 31, 2021, the amount of convertible and other notes payable totaled $4,389,931 and $3,589,931, respectively. The details of the convertible notes payable and other notes payable are shown in the table below:

Payee	No.	Effective Date	Due Date	From Effective	Following Maturity	Conversion Rate	Issuing Purpose	As of 12/31/2021	Addition	Payment	As of 3/31/2022		Accrued Interest
Current Convertible Notes Payable:
Stephen Chen	#1.16	1/30/2016	Payable on demand	0.75%	N/A	$ 0.17	working capital	114,026	-	-	114,026	6,050
Stephen Chen	#2.16	3/18/2016	Payable on demand	0.65%	N/A	$ 0.19	working capital	262,500	-	-	262,500	10,298
								376,526	-	-	376,526	16,348
Ainos KY	#12.21	4/27/2021	2/28/2023 (1)	1.85%	N/A	$ 0.20	working capital	15,000	-	-	15,000	257
Ainos KY	#13.21	5/5/2021	2/28/2023 (1)	1.85%	N/A	$ 0.20	working capital	20,000	-	-	20,000	335
Ainos KY	#14.21	5/25/2021	2/28/2023 (1)	1.85%	N/A	$ 0.20	working capital	30,000	-	-	30,000	471
Ainos KY	#15.21	5/28/2021	2/28/2023 (1)	1.85%	N/A	$ 0.20	working capital	35,000	-	-	35,000	545
Ainos KY	#16.21	6/9/2021	2/28/2023 (1)	1.85%	N/A	$ 0.20	working capital	300,000	-	-	300,000	4,486
Ainos KY	#17.21	6/21/2021	2/28/2023 (1)	1.85%	N/A	$ 0.20	working capital	107,000	-	-	107,000	1,535
Ainos KY	#18.21	7/2/2021	2/28/2023 (1)	1.85%	N/A	$ 0.20	working capital	54,000	-	-	54,000	744
Ainos KY	#19.21	9/1/2021	2/28/2023 (1)	1.85%	N/A	$ 0.20	working capital	120,000	-	-	120,000	1,289
Ainos KY	#20.21	9/28/2021	2/28/2023 (1)	1.85%	N/A	$ 0.20	working capital	300,000	-	-	300,000	2,798
Ainos KY	#21.21	11/10/2021	2/28/2023 (1)	1.85%	N/A	$ 0.20	working capital	50,000	-	-	50,000	357
Ainos KY	#22.21	11/25/2021	2/28/2023 (1)	1.85%	N/A	$ 0.20	working capital	450,000	-	-	450,000	2,851
Ainos KY	#23.21	11/29/2021	2/28/2023 (1)	1.85%	N/A	$ 0.20	working capital	300,000	-	-	300,000	1,840
Ainos KY	#24.21	12/29/2021	2/28/2023 (1)	1.85%	N/A	$ 0.20	working capital	1,219,000	-	-	1,219,000	5,684
								3,000,000	-	-	3,000,000	23,192
Total convertible notes payable- related parties								3,376,526	-	-	3,376,526	39,540
Non-Convertible Notes Payable:
Stephen Chen	#9.21	1/1/2021	4/14/2021	0.13%	N/A	N/A	working capital	129,405	-	-	129,405	354
Ainos KY	#26.22 (2)	3/4/2022	3/31/2023	1.85%	N/A	N/A	working capital	-	800,000	-	800,000	1,135
			Non-convertible notes payable-related party					129,405	800,000	-	929,405	1,489
i2 China	#8b.20	1/1/2020	1/1/2021	1.85%	N/A	N/A	consulting fee	84,000	-	-	84,000	3,527
			Non-Convertible Notes payable- non-related party					84,000			84,000	3,527
			Total non-convertible notes payable					213,405	800,000	-	1,013,405	5,016
		Total convertible and non-convertible						3,589,931	800,000	-	4,389,931	44,556

Notes:

(1) On March 17, 2022, we executed a Promissory Note Extension Agreement with Ainos KY in which the due dates for certain convertible notes enumerated as #12.21 to #24.21 issued by the Company to Ainos KY were extended to February 28, 2023. The total unpaid principal for these extended period convertible notes amount to $3,000,000 in the aggregate.

(2) On March 11, 2022, the Board approved a Non-Convertible Note dated March 4, 2022 in favor of Ainos KY with a principal amount of $800,000, interest of 1.85% per annum on unpaid principal and accrued interest, and a maturity date of February 28, 2023. The Note includes standard provisions for notice, default, and remedies for default.

All of the aforementioned convertible promissory notes and other notes payable are unsecured and due on demand upon maturity. The Company may prepay the notes in whole or in part at any time. The holder of convertible notes has the option to convert some or all of the unpaid principal and accrued interest to our common voting stock.

The total interest expense of convertible notes payable and other notes payable for the three months ended March 31, 2022 and as of December 31 2021 was $15,883 and $11,897 respectively; the cumulative related accrued interest as of March 31, 2022 and December 31, 2021 were $44,556 and $28,673, respectively.

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Non-Current Convertible Notes Payable

3 Months Ended

Mar. 31, 2022

Non-Current Convertible Notes Payable

7.Non-Current Convertible Notes Payable

7. Non-Current Convertible Notes Payable. As of March 31, 2022 and December 31, 2021, the amount of non-current convertible notes payable was $26,900,000 and $0, respectively.

On January 30, 2022, we issued to Ainos KY a Convertible Promissory Note in the principal amount of $26,000,000 (the “APA Convertible Note”) for the Asset Purchase Transaction as more particularly described below in Item 8 in these Notes to Financial Statements. The principal sum of the APA Convertible Note is payable in cash on January 30, 2027, although we may prepay the APA Convertible Note in whole or in part without penalty. The APA Convertible Note is noninterest bearing. If not earlier repaid, the APA Convertible Note will be converted into shares of our common stock or such other securities or property for which the APA Convertible Note may become convertible, immediately prior to the closing of any public offering of our common stock as a result of which our common stock will be listed on a U.S. stock exchange. The conversion price, subject to certain adjustments, will be 80% of the initial public offering price of the offering.

Convertible Note Offering Pursuant to Regulation S

The Company issued Convertible Notes pursuant to certain Convertible Note Purchase Agreements under Regulation S. The transactions are more particularly described below:

· $50,000 Convertible Note issued on March 31, 2022 to Yun-Han Liao. The purchaser is the daughter of Wu Hui-Lan, the Company’s Chief Financial Officer (the “Liao Convertible Note”).

· $850,000 aggregate Convertible Notes issues on March 28, 2022 to Chih-Cheng Tsai, Ming-Hsien Lee, Yu-Yuan Hsu, and Top Calibre Corporation, a British Virgin Islands company (collectively the “Regulation S Notes”).

· The Liao Convertible Note and the Regulation S Notes are collectively referred to as the “Convertible Notes”.

The Principal Amount of the Convertible Notes are payable in cash on March 30, 2027, although the Company may prepay the Convertible Notes in whole or in part without penalty. The Convertible Notes are non-interest bearing. If not earlier repaid, the Convertible Notes will be converted into shares of common stock, $0.01 par value per share of the Company, or such other securities or property for which the Convertible Notes may become convertible, immediately prior to the closing of any public offering of the Company’s common stock as result of which the Company’s common stock will be listed on a U.S. stock exchange. The conversion price, subject to certain adjustments, will be eighty percent (80%) of the initial public offering price of the offering.

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Related Party Transactions

3 Months Ended

Mar. 31, 2022

Related Party Transactions

8.Related Party Transactions

8. Related Party Transactions. The following is a summary of related party transactions that met our disclosure threshold for the three months ended March 31, 2022 and 2021:

Asset Purchase Agreement

Ainos KY and the Company entered into an Asset Purchase Agreement dated as of November 18, 2021(the “Asset Purchase Agreement”), as modified by an Amended and Restated Asset Purchase Agreement dated as of January 29, 2022 (the “Amended Asset Purchase Agreement”). Pursuant to the Asset Purchase Agreement, the Company acquired certain intellectual property assets and certain manufacturing, testing, and office equipment for a total purchase price of $26,000,000. Pursuant to the Asset Purchase Agreement, the Company agreed to hire certain employees of Ainos KY who are responsible for research and development of the IP Assets and/or Equipment on terms at least equal to the compensation arrangements undertaken by Ainos KY. From and after the closing, we will have no responsibility, duty or liability with respect to any employee benefit plans of Ainos KY. As payment of the purchase price, we issued to Ainos KY a Convertible Promissory Note in the principal amount of $26,000,000 upon closing on January 30, 2022 (the “APA Convertible Note”). Refer to Note 7 of the Notes to Financial Statements for more information.

Related Party Working Capital

All convertible and other notes payable were issued either as a result of financing or deferred compensation provided by related parties. As of March 31, 2022 and December 31, 2021, the convertible and non-convertible notes payable for related parties totaled $4,355,931 and $3,505,931, respectively. Refer to Note 6 and 7 of the Notes to Financial Statements for more information.

Purchase related to COVID-19 Antigen Rapid Test Kits

We incurred costs associated with finished goods, raw materials and manufacturing fees for Covid-19 antigen rapid test kits from TCNT pursuant to a Sales and Marketing Agreement, totaling $386,412 for the three months ended March 31, 2022. There were no purchases from TCNT during the same period last year.

Product Co-development Agreement

Pursuant to the five-year product co-development agreement effective on August 1, 2021 with TCNT (the “Product Co-Development Agreement”) we incurred development expenses totaling $167,422 for the three months ended March 31, 2022 of which $109,131 is in accrued payable as of March 31, 2022.

Promissory Note Extension Agreement

On March 17, 2022, we executed a Promissory Note Extension Agreement with Ainos KY in which the due dates for certain convertible notes enumerated as #12.21 to #24.21 issued by the Company to Ainos KY were extended to February 28, 2023 (the “Promissory Note Extension Agreement”). The total unpaid principal for these extended period convertible notes amount to $3,000,000 in the aggregate. Refer to Footnote 1 of Note 6 of the Notes to Financial Statements for more information.

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Subsequent Events

3 Months Ended

Mar. 31, 2022

Subsequent Events

8. Subsequent Events

9. Subsequent Events.

On April 11, 2022, we issued to ASE Test Inc., a minority owner of Ainos KY, a convertible note in the principal amount of $500,000 due on March 30, 2027 (the “ASE Note”). The convertible note will automatically convert into shares of our common stock immediately prior to the closing of any public offering of our common stock as a result of which our common stock will be listed on a U.S. stock exchange. The conversion price, subject to certain adjustments, will be 80% of the initial public offering price of the offering.

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Current Convertible Notes Payable and Other Notes Payable (Table)

3 Months Ended

Mar. 31, 2022

Current Convertible Notes Payable and Other Related Party Notes Payable

Convertible Notes Payable

Payee	No.	Effective Date	Due Date	From Effective	Following Maturity	Conversion Rate	Issuing Purpose	As of 12/31/2021	Addition	Payment	As of 3/31/2022		Accrued Interest
Current Convertible Notes Payable:
Stephen Chen	#1.16	1/30/2016	Payable on demand	0.75%	N/A	$ 0.17	working capital	114,026	-	-	114,026	6,050
Stephen Chen	#2.16	3/18/2016	Payable on demand	0.65%	N/A	$ 0.19	working capital	262,500	-	-	262,500	10,298
								376,526	-	-	376,526	16,348
Ainos KY	#12.21	4/27/2021	2/28/2023 (1)	1.85%	N/A	$ 0.20	working capital	15,000	-	-	15,000	257
Ainos KY	#13.21	5/5/2021	2/28/2023 (1)	1.85%	N/A	$ 0.20	working capital	20,000	-	-	20,000	335
Ainos KY	#14.21	5/25/2021	2/28/2023 (1)	1.85%	N/A	$ 0.20	working capital	30,000	-	-	30,000	471
Ainos KY	#15.21	5/28/2021	2/28/2023 (1)	1.85%	N/A	$ 0.20	working capital	35,000	-	-	35,000	545
Ainos KY	#16.21	6/9/2021	2/28/2023 (1)	1.85%	N/A	$ 0.20	working capital	300,000	-	-	300,000	4,486
Ainos KY	#17.21	6/21/2021	2/28/2023 (1)	1.85%	N/A	$ 0.20	working capital	107,000	-	-	107,000	1,535
Ainos KY	#18.21	7/2/2021	2/28/2023 (1)	1.85%	N/A	$ 0.20	working capital	54,000	-	-	54,000	744
Ainos KY	#19.21	9/1/2021	2/28/2023 (1)	1.85%	N/A	$ 0.20	working capital	120,000	-	-	120,000	1,289
Ainos KY	#20.21	9/28/2021	2/28/2023 (1)	1.85%	N/A	$ 0.20	working capital	300,000	-	-	300,000	2,798
Ainos KY	#21.21	11/10/2021	2/28/2023 (1)	1.85%	N/A	$ 0.20	working capital	50,000	-	-	50,000	357
Ainos KY	#22.21	11/25/2021	2/28/2023 (1)	1.85%	N/A	$ 0.20	working capital	450,000	-	-	450,000	2,851
Ainos KY	#23.21	11/29/2021	2/28/2023 (1)	1.85%	N/A	$ 0.20	working capital	300,000	-	-	300,000	1,840
Ainos KY	#24.21	12/29/2021	2/28/2023 (1)	1.85%	N/A	$ 0.20	working capital	1,219,000	-	-	1,219,000	5,684
								3,000,000	-	-	3,000,000	23,192
Total convertible notes payable- related parties								3,376,526	-	-	3,376,526	39,540
Non-Convertible Notes Payable:
Stephen Chen	#9.21	1/1/2021	4/14/2021	0.13%	N/A	N/A	working capital	129,405	-	-	129,405	354
Ainos KY	#26.22 (2)	3/4/2022	3/31/2023	1.85%	N/A	N/A	working capital	-	800,000	-	800,000	1,135
			Non-convertible notes payable-related party					129,405	800,000	-	929,405	1,489
i2 China	#8b.20	1/1/2020	1/1/2021	1.85%	N/A	N/A	consulting fee	84,000	-	-	84,000	3,527
			Non-Convertible Notes payable- non-related party					84,000			84,000	3,527
			Total non-convertible notes payable					213,405	800,000	-	1,013,405	5,016
		Total convertible and non-convertible						3,589,931	800,000	-	4,389,931	44,556

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Common Stock (Details Narrative)) - shares	Mar. 31, 2022	Dec. 30, 2021
Common Stock, Shares, Issued, Total	144,379,308	144,379,308
Common Stocks [Member]
Common Stock, Shares Outstanding And Reserved	26,900,000
RSUs for non-employee directors	1,320,000,000,000
Reserved For Conversion Of Convertible Debt To Stock	144,379,308
Future Exercise Of Stock Options	550,000
Shares Reserved For Warrant Conversion	452,617
Common Stock, Capital Shares Reserved For Future Issuance	17,285,625
Common Stock, Shares Authorized	300,000,000
Common Stock, Shares, Issued, Total	163,987,550

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Preferred Stock (Details Narrative) - shares	Mar. 31, 2022	Dec. 30, 2021
Common Stock
Preferred Stock, Shares Authorized	10,000,000	10,000,000,000,000

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Current Convertible Notes Payable and Other Notes Payable (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Total convertible and non-convertible	$ 4,389,931	$ 3,589,931
Total non-convertible notes payable	1,013,405	213,405
Total non-convertible notes payable accrued interest	5,016
Total non-convertible notes payable addition	800,000
Total convertible and non-convertible addition	800,000
Total convertible and non-convertible Payment	0
Total convertible and non-convertible accrued	44,556
Non-convertible notes payable-related party	929,405	129,405
Non-convertible notes payable-related party accrued interest	1,489
Non-convertible notes payable-related party addition	800,000
12.21 [Member] | Ainos KY [Member]
Accrued Interest	$ 257
Due Date	2/28/2023
Annual interest rate, From effective	1.85%
Effective Date	4/27/2021
Unpaid principal balance	$ 15,000	15,000
Conversion rate	$ 0.20
Addition	$ 0
13.21 [Member] | Ainos KY [Member]
Accrued Interest	$ 335
Due Date	2/28/2023
Annual interest rate, From effective	1.85%
Effective Date	5/5/2021
Unpaid principal balance	$ 20,000	20,000
Conversion rate	$ 0.20
Addition	$ 0
14.21 [Member] | Ainos KY [Member]
Accrued Interest	$ 471
Due Date	2/28/2023
Annual interest rate, From effective	1.85%
Effective Date	5/25/2021
Unpaid principal balance	$ 30,000	30,000
Conversion rate	$ 0.20
Addition	$ 0
15.21 [Member] | Ainos KY [Member]
Accrued Interest	$ 545
Due Date	2/28/2023
Annual interest rate, From effective	1.85%
Effective Date	5/28/2021
Unpaid principal balance	$ 35,000	35,000
Conversion rate	$ 0.20
Addition	$ 0
16.21 [Member] | Ainos KY [Member]
Accrued Interest	$ 4,486
Due Date	2/28/2023
Annual interest rate, From effective	1.85%
Effective Date	6/9/2021
Unpaid principal balance	$ 300,000	300,000
Conversion rate	$ 0.20
Addition	$ 0
17.21 [Member] | Ainos KY [Member]
Accrued Interest	$ 1,535
Due Date	2/28/2023
Annual interest rate, From effective	1.85%
Effective Date	6/21/2021
Unpaid principal balance	$ 107,000	107,000
Conversion rate	$ 0.20
Addition	$ 0
18.21 [Member] | Ainos KY [Member]
Accrued Interest	$ 744
Due Date	2/28/2023
Annual interest rate, From effective	1.85%
Effective Date	7/2/2021
Unpaid principal balance	$ 54,000	54,000
Addition	$ 0
Conversion Note	$ 0.20
19.21 [Member] | Ainos KY [Member]
Accrued Interest	$ 1,289
Due Date	2/28/2023
Annual interest rate, From effective	1.85%
Effective Date	9/1/2021
Unpaid principal balance	$ 120,000	120,000
Addition	$ 0
Conversion Note	$ 0.20
20.21 [Member] | Ainos KY [Member]
Accrued Interest	$ 2,798
Due Date	2/28/2023
Annual interest rate, From effective	1.85%
Effective Date	9/28/2021
Unpaid principal balance	$ 300,000	300,000
Addition	$ 0
Conversion Note	$ 0.20
21.21 [Member] | Ainos KY [Member]
Accrued Interest	$ 357
Due Date	2/28/2023
Annual interest rate, From effective	1.85%
Effective Date	11/10/2021
Unpaid principal balance	$ 50,000	50,000
Conversion rate	$ 0.20
Addition	$ 0
22.21[Member] | Ainos KY [Member]
Accrued Interest	$ 2,851
Due Date	2/28/2023
Annual interest rate, From effective	1.85%
Effective Date	11/25/2021
Unpaid principal balance	$ 450,000	450,000
Conversion rate	$ 0.20
Addition	$ 0
23.21[Member] | Ainos KY [Member]
Accrued Interest	$ 1,840
Due Date	2/28/2023
Annual interest rate, From effective	1.85%
Effective Date	11/29/2021
Unpaid principal balance	$ 300,000	300,000
Conversion rate	$ 0.20
Addition	$ 0
24.21[Member] | Ainos KY [Member]
Accrued Interest	$ 5,684
Due Date	2/28/2023
Annual interest rate, From effective	1.85%
Effective Date	12/29/2021
Unpaid principal balance	$ 1,219,000	1,219,000
Conversion rate	$ 0.20
Addition	$ 0
Total [Member]
Convertible and other notes payable- related parties	3,376,526	3,376,526
Accrued Interest- related parties	39,540
Total [Member] | Ainos KY [Member]
Accrued Interest	23,192
Unpaid principal balance	3,000,000	3,000,000
Payment	0
Addition	0
26.22[Member] | Ainos KY [Member]
Accrued Interest	$ 1,135
Due Date	3/31/2023
Annual interest rate, From effective	1.85%
Effective Date	3/4/2022
Unpaid principal balance	$ 800,000
Addition	800,000
Dr. Stephen T. Chen [Member]
Accrued Interest	16,348
Unpaid principal balance	376,526	376,526
Payment	0
Addition	0
Dr. Stephen T. Chen [Member] | 1.16 [Member]
Accrued Interest	$ 6,050
Due Date	Payable on demand
Annual interest rate, From effective	0.75%
Effective Date	1/30/2016
Unpaid principal balance	$ 114,026	114,026
Conversion rate	$ 0.17
Dr. Stephen T. Chen [Member] | 2.16 [Member]
Accrued Interest	$ 10,298
Due Date	Payable on demand
Annual interest rate, From effective	0.65%
Effective Date	3/18/2016
Unpaid principal balance	$ 262,500	262,500
Conversion rate	$ 0.19
i2China Management Group LLC [Member] | Total [Member]
Accrued Interest	$ 3,527
Unpaid principal balance	84,000	84,000
i2China Management Group LLC [Member] | 9.21 [Member]
Accrued Interest	$ 354
Due Date	4/14/2021
Annual interest rate, From effective	0.13%
Effective Date	1/1/2021
Unpaid principal balance	$ 129,405	129,405
Payment	$ 0
Annual interest rate, Following maturity	10.00%
i2China Management Group LLC [Member] | 8b.20 [Member]
Accrued Interest	$ 3,527
Due Date	1/1/2021
Annual interest rate, From effective	1.85%
Effective Date	1/1/2020
Annual interest rate, Following maturity	10.00%
consulting fee	$ 84,000	$ 84,000

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Current Convertible Notes Payable and Other Notes Payable (Details Narrative) - USD ($)		3 Months Ended	12 Months Ended
	Mar. 11, 2022	Mar. 31, 2022	Dec. 31, 2021
Current Convertible Notes Payable and Other Related Party Notes Payable
Total Convertible and other notes payable		$ 4,389,931	$ 3,589,931
Total interest expense		15,883	11,897
Cumulative related accrued interest		44,556	$ 28,673
Principal amount	$ 800,000	26,000,000
Convertible notes		$ 3,000,000

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Non-Current Convertible Notes Payable (Details Narrative) - USD ($)	3 Months Ended	24 Months Ended
	Mar. 31, 2022	Dec. 31, 2021	Mar. 28, 2022
Non-Current Convertible notes payable	$ 26,900,000	$ 0
Conversion Price Per Shares	$ 0.01
Convertible Promissory Note	$ 26,000,000
Yun Han Liao [Member]
Convertible note issued	$ 50,000
Chih Heng Tsai [Member]
Convertible note issued			$ 850,000

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Related Party Transactions (Details Narrative) - USD ($)		3 Months Ended
	Mar. 11, 2022	Mar. 31, 2022	Dec. 31, 2021
Related Party Transactions
Non convertible notes payable		$ 4,355,931	$ 3,505,931
Covid-19 Antigen Rapid Test Kits		386,412
Principal amount	$ 800,000	26,000,000
Development expenses		167,422
Purchase price		26,000,000
accrued payable		109,131
Convertible notes		$ 3,000,000

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Subsequent Events (Details Narrative) - USD ($)	Mar. 30, 2027	Mar. 31, 2022
Convertible Promissory Note Principal Amount		$ 26,000,000
Subsequent Event [Member]
Convertible Promissory Note Principal Amount	$ 500,000
Initial Public Offering Price Of The Offering Percentage	80.00%