U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the quarterly period ended
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Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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.
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
| Large accelerated filer | ☐ | 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. ☒
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of Exchange on Which Registered | ||
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As of the latest practicable date, the Company has
TABLE OF CONTENTS
| PAGE | |||
| PART I | FINANCIAL INFORMATION | ||
| Item 1. | Financial Statements | ||
| Balance Sheets as of March 31, 2024 (Unaudited) and December 31, 2023 | 1 | ||
| Statements of Operations for three months ended March 31, 2024 and 2023 (Unaudited) | 2 | ||
| Statements of Changes in Stockholders’ Equity for three months ended March 31, 2024 and 2023 (Unaudited) | 3 | ||
| Statements of Cash Flows for three months ended March 31, 2024 and 2023 (Unaudited) | 4 | ||
| Notes to Financial Statements (Unaudited) | 5 | ||
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 17 | |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 22 | |
| Item 4. | Controls and Procedures | 22 | |
| PART II | 23 | ||
| Item 1. | Legal Proceedings | 23 | |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 23 | |
| Item 3. | Defaults Upon Senior Securities | 23 | |
| Item 4. | Mine Safety Disclosures | 23 | |
| Item 5. | Other Information | 23 | |
| Item 6. | Exhibits | 23 | |
| Signatures | 24 |
i
BIO ESSENCE CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
| AS OF MARCH 31, | AS OF DECEMBER 31, | |||||||
| 2024 | 2023 | |||||||
| (UNAUDITED) | ||||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash and equivalents | $ | $ | ||||||
| Other receivables | ||||||||
| Total current assets | ||||||||
| NONCURRENT ASSETS | ||||||||
| Security deposit | ||||||||
| Right-of-use assets, net | ||||||||
| Property and equipment, net | ||||||||
| Intangible assets, net | ||||||||
| Total non-current assets | ||||||||
| Assets classified as held for sale | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| CURRENT LIABILITIES | ||||||||
| Bank overdraft | $ | $ | ||||||
| Accounts payable | ||||||||
| Accrued liabilities and other payables | ||||||||
| Accrued interest on government loans | ||||||||
| Operating lease liabilities | ||||||||
| Government loans payable - current portion | ||||||||
| Loan from shareholders | ||||||||
| Total current liabilities | ||||||||
| NONCURRENT LIABILITIES | ||||||||
| Operating lease liabilities | ||||||||
| Government loans payable | ||||||||
| Total non-current liabilities | ||||||||
| Liabilities classified as held for sale | ||||||||
| TOTAL LIABILITIES | ||||||||
| COMMITMENTS AND CONTINGENCIES | ||||||||
| STOCKHOLDERS’ DEFICIT | ||||||||
| Preferred stock $ | ||||||||
| Common stock $ | ||||||||
| Additional paid in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| TOTAL STOCKHOLDERS’ DEFICIT | ( | ) | ( | ) | ||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
1
BIO ESSENCE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
| THREE MONTHS ENDED MARCH 31, | ||||||||
| 2024 | 2023 | |||||||
| Revenues | $ | $ | ||||||
| Cost of revenues | ||||||||
| Gross profit | ||||||||
| Operating expenses | ||||||||
| General and administrative | ||||||||
| Total operating expenses | ||||||||
| Loss from operations | ( | ) | ( | ) | ||||
| Other income (expenses) | ||||||||
| Interest expense | ( | ) | ( | ) | ||||
| Other income | ||||||||
| Other expenses | ( | ) | ||||||
| Other income, net | ||||||||
| Loss before income taxes | ( | ) | ( | ) | ||||
| Income tax expense | ||||||||
| Net loss from continuing operations | ( | ) | ( | ) | ||||
| Loss from discontinued operations | ( | ) | ( | ) | ||||
| Gain from disposal of discontinued operations | ||||||||
| Net income (loss ) | $ | $ | ( | ) | ||||
| $ | $ | ( | ) | |||||
The accompanying notes are an integral part of these consolidated financial statements.
2
BIO ESSENCE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT
THREE MONTHS ENDED MARCH 31, 2024 AND 2023
(UNAUDITED)
| COMMON | COMMON | ADDITIONAL | ||||||||||||||||||
| STOCK - SHARES | STOCK - AMOUNT | PAID IN CAPITAL | ACCUMULATED DEFICIT | TOTAL | ||||||||||||||||
| Balance at January 1, 2024 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Net income for the period | - | |||||||||||||||||||
| Balance at March 31, 2024 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Balance at January 1, 2023 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Net loss for the period | - | ( | ) | ( | ) | |||||||||||||||
| Balance at March 31, 2023 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
3
BIO ESSENCE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| THREE MONTHS ENDED MARCH 31, | ||||||||
| 2024 | 2023 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net income (loss) from continuing operations (Including gain on disposal of subsidiary $ | $ | $ | ( | ) | ||||
| Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Operating lease expense | ||||||||
| Loss on disposal of fixed assets | ||||||||
| Gain on disposal of subsidiary | ( | ) | ||||||
| Changes in assets / liabilities: | ||||||||
| Other receivable | ( | ) | ||||||
| Accounts payable | ( | ) | ||||||
| Accrued liabilities and other payables | ( | ) | ||||||
| Accrued interest | ( | ) | ( | ) | ||||
| Payment on lease liabilities | ( | ) | ||||||
| Net cash used in continuing operations | ( | ) | ( | ) | ||||
| Net cash used in discontinued operations | ( | ) | ( | ) | ||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Bank overdraft | ( | ) | ||||||
| Repayment of government loans | ( | ) | ( | ) | ||||
| Loan from shareholder | ||||||||
| Net cash provided by continuing operations | ||||||||
| Net cash used in (provided by) discontinued operations | ( | ) | ||||||
| Net cash provided by financing activities | ||||||||
| NET DECREASE IN CASH & EQUIVALENTS | ( | ) | ||||||
| CASH & CASH EQUIVALENTS, BEGINNING OF PERIOD | ||||||||
| CASH & EQUIVALENTS, END OF PERIOD | $ | $ | ||||||
| Supplemental Cash Flow Data: | ||||||||
| Income tax paid | $ | $ | ||||||
| Interest paid | $ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
4
BIO ESSENCE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2024 (UNAUDITED) AND DECEMBER 31, 2023
1. ORGANIZATION AND DESCRIPTION OF BUSINESS
Bio Essence Corporation
(“the Company” or “Bio Essence”) was incorporated in 2000 in the state of California. Fusion Diet Systems (“FDS”)
was incorporated in 2010 in the state of Utah. Bio Essence and FDS were under common control since 2016. Bio Essence and FDS are mainly engaged
in manufacturing and distributing health supplement products. In January 2017, Bio Essence incorporated two subsidiaries in the state
of California: Bio Essence Pharmaceutical Inc. (“BEP”) and Bio Essence Herbal Essentials, Inc. (“BEH”), Bio Essence
transferred its manufacturing operation to BEP, and transferred its distributing operation to BEH. On March 1, 2017, the
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation and Consolidation
The accompanying consolidated financial statements (“CFS”) are prepared in conformity with U.S. Generally Accepted Accounting Principles (“US GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. The functional currency of Bio Essence is U.S. dollars (“$’’). The accompanying financial statements are presented in U.S. dollars (“$”). The consolidated financial statements include the financial statements of the Company and its subsidiaries, BEH (up to disposal date), and McBE (up to dissolution date). All significant inter-company transactions and balances were eliminated in consolidation.
Reclassification
Certain prior period accounts have been reclassified in conformity with the current period’s presentation. These reclassifications had no impact on the reported results of operations and cash flows.
Going Concern
The Company incurred net losses
of $
Use of Estimates
In preparing financial statements in conformity with US GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period.
Significant estimates, required by management, include the recoverability of long-lived assets, allowance for doubtful accounts, and the reserve for obsolete and slow-moving inventories. Actual results could differ from those estimates.
5
Leases
The Company follows ASC 842 and determines if an arrangement is a lease or contains a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, and operating lease liabilities (current and non-current) in the Company’s consolidated balance sheets. Finance leases are included in property and equipment, and finance lease liabilities (current and non-current) in the Company’s consolidated balance sheets.
ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company generally uses the incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term.
The Company elected the package of practical expedients permitted under the transition guidance to combine the lease and non-lease components as a single lease component for operating leases associated with the Company’s office space lease, and to keep leases with an initial term of 12 months or less off the balance sheet and recognize the associated lease payments in the consolidated statements of income on a straight-line basis over the lease term.
ROU assets are reviewed for impairment when indicators of impairment are present. ROU assets from operating and finance leases are subject to the impairment guidance in ASC 360, Property, Plant, and Equipment, as ROU assets are long-lived nonfinancial assets. The Company recognized no impairment of ROU assets as of March 31, 2024 and December 31, 2023.
Cash and Equivalents
For financial statement purposes, the Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.
Accounts Receivable
The Company’s policy is
to maintain an allowance for potential credit losses on accounts receivable. Management reviews the composition of accounts receivable
and analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in customer
payment patterns to evaluate the adequacy of these reserves. As of March 31, 2024 and December 31, 2023, the bad debt allowance was $ and
$, respectively. As of March 31, 2024 and December 31, 2023, the bad debt allowance was $
Inventory
Inventories are stated at the lower of cost or net realizable value with cost determined on a weighted-average basis. Management compares the cost of inventories with the net realizable value and an allowance is made for writing down their inventories to net realizable value, if lower.
Property and Equipment
Property and equipment are stated
at cost, less accumulated depreciation, and impairment losses, if any. Major repairs and betterments that significantly extend original
useful lives or improve productivity are capitalized and depreciated over the period benefited. Maintenance and repairs are expensed as
incurred. When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed
from the respective accounts, and any gain or loss is included in operations.
| Leasehold improvements | ||
| Office furniture |
6
Impairment of Long-Lived Assets
Long-lived assets, which include property and equipment and intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.
Recoverability of long-lived assets to be held and used is measured by comparing of the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by it. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds its fair value (“FV”). FV is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable. Based on its review, the Company believes that, as of March 31, 2024 and December 31, 2023, there was no significant impairments of its long-lived assets.
Income Taxes
Income taxes are accounted for using an asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current period and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets also include the prior years’ net operating losses carried forward. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized.
The Company follows ASC Topic 740, which prescribes a more-likely-than-not threshold for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740 also provides guidance on recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, accounting for income taxes in interim periods, and income tax disclosures.
Under the provisions of ASC Topic
740, when tax returns are filed, it is likely that some positions taken would be sustained upon examination by the taxing authorities,
while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately
sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available
evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution
of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that
meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than
At March 31, 2024 and December 31, 2023, the Company did not take any uncertain positions that would necessitate recording a tax related liability. The Company files a U.S. income tax return. With few exceptions, the Company’s U.S. income tax return filed for the years ending on December 31, 2019 and thereafter are subject to examination by the relevant taxing authorities.
The Company accounts for income taxes in interim periods in accordance with FASB ASC 740-270, “Interim Reporting.” The Company has determined an estimated annual effective tax rate. The rate will be revised, if necessary, as of the end of each successive interim period during the Company’s fiscal year to its best current estimate. The estimated annual effective tax rate is applied to the year-to-date ordinary income (or loss) at the end of the interim period.
Revenue Recognition
The Company recognizes revenues following the five-step model prescribed under ASC 606: (i) identify contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenues when (or as) we satisfy the performance obligation.
Revenue is measured at the amount of consideration we expect to receive in exchange for the sale of our product, which occurs at a point in time, typically upon delivery to the customer. The Company expenses incremental costs of obtaining a contract as and when incurred if the expected amortization period of the asset that it would have recognized is one year or less or the amount is immaterial.
7
Revenues from sales of goods are measured at net of reserves established for applicable discounts and allowances that are offered within contracts with the Company’s customers, and are recognized when the goods are delivered to the customers.
Product revenue reserves, which are classified as a reduction in product revenues, are generally characterized in the following categories: discounts, returns and rebates. These reserves are based on estimates of the amounts earned or to be claimed on the related sales and are classified as reductions of accounts receivable as the amount is payable to the Company’s customers.
Revenues from manufacture services are recognized when the manufacture process is completed pursuant to the customers’ requirement and the manufactured goods were delivered to the customers.
The Company’s return policy allows for the return of damaged or defective products and shipment errors. A notice of damage or wrong items should make within five days from receiving the goods, and actual return of the products must be completed within 30 days from the date of receiving the goods. Delayed notification for damaged or wrong products will not be accepted for return or exchange. Custom formulas and capsules are not returnable. The amount for return of products was immaterial for the three months ended March 31, 2024 and 2023.
Cost of Revenue
Cost of goods sold (“COGS”) consists primarily of finished goods purchased from other manufacturers, material costs, labor costs and related overhead that are directly attributable to the production of the products. Write-down of inventory to lower of cost or net realizable value is also recorded in COGS.
Cost of manufacture service consists primarily of direct labor costs and related overhead that are directly attributable to the manufacture process.
Shipping and Handling Costs
Shipping and handling costs related to delivery of finished goods are included in selling expenses. During the three months ended March 31, 2024 and 2023, shipping and handling costs from continuing operations were $ and $, respectively.
During the three months ended
March 31, 2024 and 2023, shipping and handling costs were from discontinued operations amounted $
Advertising
Advertising expenses consist
primarily of costs of promotion and marketing for the Company’s image and products, and costs of direct advertising, and are included
in selling expenses. The Company expenses all advertising costs as incurred. During the three months ended March 31, 2024 and 2023, advertising
expenses from continuing operations were $ and $, respectively. During the three months ended March 31, 2024 and 2023, advertising
expenses from discontinued operations were $
Fair Value (“FV”) of Financial Instruments
Certain of the Company’s financial instruments, including cash and equivalents, accrued liabilities and accounts payable, carrying amounts approximate their FV due to their short maturities. FASB ASC Topic 825, “Financial Instruments,” requires disclosure of the FV of financial instruments held by the Company. The carrying amounts reported in the balance sheets for current liabilities each qualify as financial instruments and are a reasonable estimate of their FV because of the short period of time between the origination of such instruments and their expected realization and the current market rate of interest.
Fair Value Measurements and Disclosures
ASC Topic 820, “Fair Value Measurements and Disclosures,” defines FV, and establishes a three-level valuation hierarchy for disclosures of FV measurement that enhances disclosure requirements for FV measures. The three levels are defined as follow:
| ● | Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. |
| ● | Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. |
| ● | Level 3 inputs to the valuation methodology are unobservable and significant to the FV measurement. |
As of March 31, 2024 and December 31, 2023, the Company did not identify any assets and liabilities that are required to be presented on the balance sheet at FV. The carrying value of cash, accounts receivable, prepaid expenses, advances to suppliers, accounts payable, taxes payable, other payables and accrued liabilities approximate estimated fair values because of their short maturities.
8
Share-based Compensation
The Company accounts for share-based compensation awards in accordance with ASC 718, “Compensation – Stock Compensation”. The cost of services received from employees and non-employees in exchange for awards of equity instruments is recognized in the consolidated statement of operations based on the estimated fair value of those awards on the grant date and amortized on a straight-line basis over the requisite service period or vesting period. The Company records forfeitures as they occur.
Earnings (Loss) per Share (EPS)
Basic EPS is computed by dividing net income by the weighted average number of common shares outstanding for the period. Diluted EPS is computed similar to basic net income per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if all the potential common shares pertaining to warrants, stock options, and similar instruments had been issued and if the additional common shares were dilutive. Diluted EPS are based on the assumption that all dilutive convertible shares and stock options and warrants were converted or exercised. Dilution is computed by applying the treasury stock method for the outstanding unvested restricted stock, options and warrants, and the if-converted method for the outstanding convertible instruments. Under the treasury stock method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later) and as if funds obtained thereby were used to purchase common stock at the average market price during the period. Under the if-converted method, outstanding convertible instruments are assumed to be converted into common stock at the beginning of the period (or at the time of issuance, if later). There were no potentially dilutive securities outstanding (options and warrants) for the three months ended March 31, 2024 and 2023.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to credit risk consist primarily of accounts and other receivables. The Company does not require collateral or other security to support these receivables. The Company conducts periodic reviews of the financial condition and payment practices of its customers to minimize collection risk on accounts receivable.
For the
three months ended March 31, 2024, the company had no major customer accounted for
For the
three months ended March 31, 2024, the Company had no major vendors accounted for
Segment Reporting
ASC Topic 280, “Segment Reporting,” requires use of the “management approach” model for segment reporting. The management approach model is based on the way a company’s chief operating decision maker organizes segments within the Company for making operating decisions assessing performance and allocating resources. Reportable segments are based on products and services, geography, legal structure, management structure, or any other manner in which management disaggregates a company.
Management determined the Company’s operations constitute a single reportable segment in accordance with ASC 280. The Company operates exclusively in one business and industry segment: manufacture and sale of health supplement products.
New Accounting Pronouncements
In November 2023, the FASB issued ASU 2023-07, the amendments in the ASU are intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss. In addition, the amendments enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment, and contain other disclosure requirements. The purpose of the amendments is to enable “investors to better understand an entity’s overall performance” and assess “potential future cash flows.” The amendments in ASU 2023-07 are effective for all public entities for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company’s management does not believe the adoption of ASU 2023-09 will have a material impact on its financial statements and disclosures.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which requires disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company’s management does not believe the adoption of ASU 2023-09 will have a material impact on its financial statements and disclosures.
The Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s consolidated financial position, statements of comprehensive income and cash flows.
9
3. DISCONTINUED OPERATIONS
On December 12, 2023, the Company
entered into a Stock Purchase Agreement (“SPA”) with Newways, Inc., a California corporation (“Newways”) whereby
the Company agreed to sell to Newways its wholly owned subsidiary, BEP, in exchange for cash consideration of $
| AS OF DECEMBER 31, | AS OF DECEMBER 31, | |||||||
| 2023 | 2022 | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Accounts receivable, net | $ | $ | ||||||
| Other receivable | ||||||||
| Prepaid expenses | ||||||||
| Advance to suppliers | ||||||||
| Inventory, net | ||||||||
| Total current assets | ||||||||
| NONCURRENT ASSETS | ||||||||
| Property and equipment, net | ||||||||
| Intangible assets, net | ||||||||
| Total non-current assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES | ||||||||
| CURRENT LIABILITIES | ||||||||
| Bank overdraft | $ | $ | ||||||
| Accounts payable | ||||||||
| Taxes payable | ||||||||
| Accrued liabilities and other payables | ||||||||
| Accrued interest on government loans | ||||||||
| Finance lease liabilities | ||||||||
| Loan payables | ||||||||
| Total current liabilities | ||||||||
| NONCURRENT LIABILITIES | ||||||||
| Finance lease liabilities | ||||||||
| Loan payables | ||||||||
| Government loans payable | ||||||||
| Total non-current liabilities | ||||||||
| TOTAL LIABILITIES | $ | $ | ||||||
10
On March
28, 2024, the Company entered into a Stock Purchase Agreement (“SPA”) with Health Up Inc., a California corporation (“HUT”),
whereby the Company agreed to sell to HUT its wholly owned subsidiary, BEH, in exchange for cash consideration of $
| AS OF MARCH 31, 2024 | AS OF DECEMBER 31, 2023 | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash and equivalents | $ | $ | ||||||
| Accounts receivable, net | ||||||||
| Other receivables | ||||||||
| Prepaid expenses | ||||||||
| Security deposit | ||||||||
| Inventory, net | ||||||||
| Total current assets | ||||||||
| NONCURRENT ASSETS | ||||||||
| Property and equipment, net | ||||||||
| Right-of-use assets, net | ||||||||
| Total non-current assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES | ||||||||
| CURRENT LIABILITIES | ||||||||
| Bank overdraft | $ | $ | ||||||
| Accounts payable | ||||||||
| Taxes payable | ||||||||
| Accrued liabilities and other payables | ||||||||
| Accrued interest on government loans | ||||||||
| Finance lease liabilities | ||||||||
| Operating Lease liability | ||||||||
| Loan from officer | ||||||||
| Total current liabilities | ||||||||
| NONCURRENT LIABILITIES | ||||||||
| Finance lease liabilities | ||||||||
| Operating Lease liability | ||||||||
| Government loans payable | ||||||||
| Total non-current liabilities | ||||||||
| TOTAL LIABILITIES | $ | $ | ||||||
11
The operations of BEP and
BEH was accounted for as discontinued operations in the accompanying consolidated financial statements for all periods presented.
| For the three months ended March 31, | ||||||||
| 2024 | 2023 | |||||||
| Revenue, Net | $ | $ | ||||||
| Cost of Revenues | ||||||||
| Gross Profit | ||||||||
| Operating Expenses | ||||||||
| Loss from Operations | ( | ) | ( | ) | ||||
| Other Income (Expenses) | ||||||||
| Interest expense | ( | ) | ( | ) | ||||
| Financial expense | ( | ) | ||||||
| Other income (expenses) | ( | ) | ||||||
| Total Other Expenses | ( | ) | ( | ) | ||||
| Loss Before Income Taxes | ( | ) | ( | ) | ||||
| Income Tax Expense | ||||||||
| Net Loss from Discontinued Operations | $ | ( | ) | $ | ( | ) | ||
4. INVENTORY
Inventory from the company’s continuing operations was $ and $ at March 31, 2024 and December 31, 2023, respectively.
As of March
31, 2024 and December 31, 2023, the total inventory from discontinued operation was $
5. SECURITY DEPOSIT
As of March 31, 2024 and December
31, 2023, the security deposit from the company’s continuing operations was for rent of the Company’s warehouse of $
6. PROPERTY AND EQUIPMENT, NET
| March 31, 2024 | December 31, 2023 | |||||||
| Leasehold improvements | $ | $ | ||||||
| Office furniture and equipment | ||||||||
| Total | ||||||||
| Less: accumulated depreciation | ( | ) | ( | ) | ||||
| Net | $ | $ | ||||||
Depreciation expense for the
three Months ended March 31, 2024 and 2023 from the company’s continuing operations was $
As of March 31, 2024 and December
31, 2023, the net total property and equipment from discontinued operations was $
12
7. INTANGIBLE ASSETS, NET
| March 31, 2024 | December 31, 2023 | |||||||
| Computer Software | $ | $ | ||||||
| Trademark | ||||||||
| Total | ||||||||
| Less: accumulated amortization | ( | ) | ( | ) | ||||
| Net | $ | $ | ||||||
Amortization of intangible assets
from the company’s continuing operations was $
Estimated amortization for
the existing intangible assets with finite lives from the company’s continuing operations for each of the next
8. TAXES PAYABLE
Taxes payable from the company’s
continuing operations at March 31, 2024 and December 31, 2023, was for sales tax and payroll tax payable of $ and $, respectively.
Taxes payable from the company’s discontinued operations at March 31, 2024 and December 31, 2023, was for sales tax and payroll
tax payable of $
9. ACCRUED LIABILITIES AND OTHER PAYABLES
Accrued liabilities and other
payables from the company’s continuing operations consisted of the payables to BEP and BEH of $
As of March
31, 2024 and December 31, 2023, the total accrued expenses and other payables from discontinued operations was $
10. GOVERNMENT LOANS PAYABLE
In May and June 2020, BEH, BEP
and FDS received a total of $
In May and June 2020, BEH, BEP
and FDS received total of $
13
| Year Ending | Amount | |||
| March 31, 2025 | $ | |||
| March 31, 2026 | ||||
| March 31, 2027 | ||||
| March 31, 2028 | ||||
| March 31, 2029 | ||||
| Thereafter | ||||
| Total | $ | |||
11. RELATED PARTY TRANSACTIONS
Loans from Shareholder
At March 31, 2024 and December
31, 2023, the Company had loans from one major shareholder (also the Company’s senior officer) for $
On May 31, 2023, the Board of
Directors of Bio Essence Corp. (the “Company”), approved a debt-to-equity conversion. The Company and Ms. Yan (the Company’s
Chief Executive Officer also the Company’s major shareholder) agreed to a debt conversion whereby Ms. Yan receives
12. INCOME TAXES
The Company and its subsidiaries
are subject to
At March 31, 2024 and December
31, 2023, the Company had net operating loss (“NOL”) for income tax purposes; for federal income tax purposes, the
NOL arising in tax years beginning after 2017 may only reduce
The Company has NOL carry-forwards
for Federal and California income tax purposes of $
| March 31, 2024 | December 31, 2023 | |||||||
| Net deferred tax assets (liability): | ||||||||
| Depreciation and amortization expense | $ | $ | ||||||
| Expected income tax benefit from NOL carry-forwards | ||||||||
| Less: valuation allowance | ( | ) | ( | ) | ||||
| Deferred tax assets, net of valuation allowance | $ | $ | ||||||
14
Income Tax Provision in the Statements of Operations
| 2023 | 2022 | |||||||
| Federal statutory income tax expense (benefit) rate | ( | )% | ( | )% | ||||
| State statutory income tax (benefit) rate, net of effect of state income tax deductible to federal income tax | ( | )% | ( | )% | ||||
| Change in valuation allowance | % | % | ||||||
| Effective income tax rate | % | % | ||||||
| 2023 | 2022 | |||||||
| Income tax expense – current | $ | $ | ||||||
| Income tax benefit – current | ||||||||
| Total income tax expense | $ | $ |
13. LEASES
Operating Leases
Warehouse and office lease
Effective October 1, 2018, the
Company entered a
On May 18, 2023, the Company
entered a
| Three Months Ended March 31, 2024 | Three Months Ended March 31, 2023 | |||||||
| Operating lease cost | $ | $ | ||||||
| Weighted Average Remaining Lease Term - Operating leases including options to renew | ||||||||
| Weighted Average Discount Rate - Operating leases | % | % | ||||||
15
Finance lease (discontinued operations)
Effective
March 15, 2022, the company entered two
|
Three Months March 31, |
Three Months Ended March 31, 2023 |
|||||||
| Finance lease cost | ||||||||
| Amortization | $ | $ | ||||||
| Interest on lease liabilities | ||||||||
| Total finance lease cost | $ | $ | ||||||
| Weighted Average Remaining Lease Term - Finance leases | ||||||||
| Weighted Average Discount Rate – Finance leases | % | % | ||||||
14. LOAN PAYABLES
In June
2021, BEP, the discontinued entity entered a loan agreement of $
15. SUBSEQUENT EVENTS
The Company follows the guidance in FASB ASC 855-10 for the disclosure of subsequent events. The Company evaluated subsequent events through the date the financial statements were issued and determined the Company did not have any material subsequent event.
16
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Business Overview
Bio Essence Corporation (“the Company” or “Bio Essence”) was incorporated in 2000 in the state of California. Fusion Diet Systems (“FDS”) was incorporated in 2010 in the state of Utah. Bio Essence and FDS have been owned under common control since 2016. Bio Essence and FDS are mainly engaged in manufacturing and distributing health supplement products. In January 2017, Bio Essence incorporated two subsidiaries in the state of California: BEP and BEH, Bio Essence transferred its manufacturing operation into BEP, and transferred its distributing operation into BEH. On March 1, 2017, the 100% shareholder of FDS transferred all her ownership in FDS into Bio Essence. On December 7, 2021, the Company dissolved FDS. On November 12, 2021, Bio Essence incorporated a wholly owned subsidiary McBE Pharma Inc. (“McBE”) in the state of California, McBE will be engaged in research and development and manufacture of prescription medicine. As a result of the ownership restructure, BEP, BEH, and MCBE became wholly owned subsidiaries of Bio Essence, and Bio Essence serves as a holding corporation for these subsidiaries. McBE has not engaged in any operations since its inception. On December 12, 2023, the Company entered into an agreement with Newway Inc to sell the 100% equity ownership of BEP for $300,000. On March 28, 2024, the Company entered into an agreement with Health Up Inc to sell the 100% equity ownership of BEH for $400,000. On April 15, 2024, the Company dissolved McBE.
The primary focus of BEP is producing products for BEH, along with providing OEM services to other companies. BEH targets healthcare practitioners with herbal products in the form of granules, capsules, pills and tablets. It also offers special formulation service to practitioners. The Company intends to develop the subsidiary into an integrated healthcare platform that provides customers direct connections with integrative healthcare practitioners such as dietitians, nutraceutical practitioners, and other practitioners in this discipline worldwide.
However, the pandemic could result in significant disruption of global financial markets, reducing the Company’s ability to access capital, which could negatively affect the Company’s liquidity.
Related Party Transactions
Loans from Officer
At March 31, 2024 and December 31, 2023, the Company had loans from one major shareholder (also the Company’s senior officer) of $1,370,746 and $1,180,046, respectively. At March 31, 2024 and December 31, 2023, the Company had loan from another major shareholder for $608,631 for settling the litigation. There are no written loan agreements for these loans. These loans are unsecured, non-interest bearing and have no fixed terms of repayment, and therefore, deemed payable on demand.
On May 31, 2023, the Board of Directors of the Company, approved a debt-to-equity conversion. The Company and Ms. Yan (the Company’s Chief Executive Officer also the major shareholder) agreed to a debt conversion whereby Ms. Yan receives 5,000,000 shares of the Company’s common stock in exchange for retirement of the $2,500,000 debt. The Board of Directors of the Company executed the Consent Resolution on June 2, 2023. On June 2, 2023, the closing price of the Company’s common stocks trading on OTC Market was $0.51 per share. The Company incurred a $50,000 loss on this conversion.
Critical Accounting Policies and Estimates
Our management’s discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements (“CFS”), which were prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported net sales and expenses during the reporting periods. On an ongoing basis, we evaluate our estimates and assumptions. We base our estimates on historical experience and various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
While our significant accounting policies are more fully described in Note 2 to our CFS, we believe the following accounting policies are the most critical to assist you in fully understanding and evaluating this management discussion and analysis.
17
Basis of Presentation
The accompanying consolidated financial statements (“CFS”) are prepared in conformity with U.S. Generally Accepted Accounting Principles (“US GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. The functional currency of Bio Essence is U.S. dollars (“$’’). The accompanying financial statements are presented in U.S. dollars (“$”). The consolidated financial statements include the financial statements of the Company and its subsidiaries, BEP, BEH and McBE (up to disposal date). All significant inter-company transactions and balances were eliminated in consolidation.
Going Concern
The Company incurred net losses of $33,173 and $23,064 from the company’s continuing operations for the three months ended March 31, 2024 and 2023, respectively. The Company also had an accumulated deficit of $8,916,722 from the company’s continuing operations as of March 31, 2024. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company plans to increase its income by strengthening its sales force, providing attractive sales incentive programs, and increasing marketing and promotion activities. Management also intends to raise additional funds by way of a private or public offering, or by obtaining loans from banks or others. While the Company believes in the viability of its strategy to generate sufficient revenue and in its ability to raise additional funds on reasonable terms and conditions, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate sufficient revenue and its ability to raise additional funds by way of a public or private offering. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Use of Estimates
In preparing financial statements in conformity with US GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period.
Significant estimates, required by management, include the recoverability of long-lived assets, allowance for doubtful accounts, and the reserve for obsolete and slow-moving inventories. Actual results could differ from those estimates.
Accounts Receivable
The Company’s policy is to maintain an allowance for potential credit losses on accounts receivable. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy of these reserves. As of March 31, 2024 and December 31, 2023, the bad debt allowance was $nil and $ nil, respectively. As of March 31, 2024 and December 31, 2023, the bad debt allowance from discontinued operations was $2,252 and $2,252, respectively.
Revenue Recognition
The Company recognizes revenues following the five-step model prescribed under ASC 606: (i) identify contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenues when (or as) we satisfy the performance obligation.
Revenue is measured at the amount of consideration we expect to receive in exchange for the sale of our product, which occurs at a point in time, typically upon delivery to the customer. The Company expenses incremental costs of obtaining a contract as and when incurred if the expected amortization period of the asset that it would have recognized is one year or less or the amount is immaterial.
Revenues from sales of goods are measured at net of reserves established for applicable discounts and allowances that are offered within contracts with the Company’s customers, and are recognized when the goods are delivered to the customers.
Product revenue reserves, which are classified as a reduction in product revenues, are generally characterized in the following categories: discounts, returns and rebates. These reserves are based on estimates of the amounts earned or to be claimed on the related sales and are classified as reductions of accounts receivable as the amount is payable to the Company’s customers.
Revenues from manufacture services are recognized when the manufacture process is completed pursuant to the customers’ requirement and the finished goods were delivered to the customers.
The Company’s return policy allows for the return of damaged or defective products and shipment errors. A notice of damage or wrong items should make within five days from receiving the goods, and actual return of the products must be completed within 30 days from the date of receiving the goods. Delayed notification for damaged or wrong products will not be accepted for return or exchange. Custom formulas and capsules are not returnable. The amount for return of products was immaterial for the three months ended March 31, 2024 and 2023.
18
Results of operations
Comparison of Continuing operations for the three months ended March 31, 2024 and 2023
The following table sets forth the results of our operations for the periods indicated as a percentage of net sales. Certain columns may not add due to rounding.
| 2024 | % of Sales | 2023 | % of Sales | Dollar Increase (Decrease) | Percent Increase (Decrease) | |||||||||||||||||||
| Sales of goods | $ | - | - | % | $ | - | - | % | $ | - | - | % | ||||||||||||
| Manufacture service revenue | - | - | - | - | - | - | ||||||||||||||||||
| Total revenues | - | - | % | - | - | % | - | - | % | |||||||||||||||
| Cost of goods sold | - | - | % | - | - | % | - | % | ||||||||||||||||
| Cost of manufacture service | - | - | % | - | - | % | - | - | % | |||||||||||||||
| Total cost of revenues | - | - | % | - | -- | % | - | % | ||||||||||||||||
| Gross profit | % | % | % | |||||||||||||||||||||
| Selling expenses | - | - | % | - | - | % | - | - | % | |||||||||||||||
| General and administrative expenses | 62,015 | - | % | 24,310 | - | % | 37,705 | 155.10 | % | |||||||||||||||
| Operating expenses | 62,015 | - | % | 24,310 | - | % | 37,705 | 155.10 | % | |||||||||||||||
| Loss from operations | (62,015 | ) | - | % | (24,310 | ) | - | % | 37,705 | 155.10 | % | |||||||||||||
| Other income, net | 28,842 | - | % | 1,246 | - | % | 27,596 | 2,214.77 | % | |||||||||||||||
| Loss before income taxes | (33,173 | ) | - | % | (23,064 | ) | -- | % | 10,109 | 43.83 | % | |||||||||||||
| Income tax expense | - | - | % | - | --0 | % | -- | - | % | |||||||||||||||
| Net loss from continuing operations | (33,173 | ) | - | % | (23,064 | ) | - | % | 10,109 | 43.83 | % | |||||||||||||
| Loss from discontinued operations | (120,827 | ) | - | % | (155,772 | ) | - | % | (34,945 | ) | (22.43 | )% | ||||||||||||
| Gain from disposal of discontinued operations | 377,752 | - | % | - | - | 377,752 | - | % | ||||||||||||||||
| Net income (loss) | $ | 223,752 | - | % | $ | (178,836 | ) | - | % | $ | 402,588 | 225.12 | % | |||||||||||
Sales
Sales from the company’s continuing operations for the three months ended March 31, 2024 and 2023were $nil and $nil, respectively. Sales from the company’s discontinued operations for the three months ended March 31, 2024 and 2023 were $153,865 and $341,329, respectively.
Costs of revenue
Costs of revenue from the company’s continuing operations for the three months ended March 31, 2024 and 2023 was $nil and $nil, respectively. Costs of revenue from the company’s discontinued operations for the three months ended March 31, 2024 and 2023 was $76,592 and $173,299, respectively.
Gross profit
For the factors mentioned above, the gross profit from the company’s continuing operations for the three months ended March 31, 2024 and 2023 was $nil and $nil, respectively. The gross profit from the company’s discontinued operations for the three months ended March 31, 2024 and 2023 was $77,273 and $168,030, respectively.
Operating expenses
Selling expenses consist mainly of advertising, show expense, products marketing, shipping expenses, and promotion expenses. Selling expense from the company’s continuing operations was $nil for the three months ended March 31, 2024, compared to $nil for the three months ended March 31, 2023. Selling expense from the company’s discontinued operations was $13,716 for the three months ended March 31, 2024, compared to $35,712 for the three months ended March 31, 2023.
General and administrative expenses consist mainly of employee salaries and welfare, business meeting, utilities, accounting, consulting, and legal expenses. General and administrative expenses from the company’s continuing operations were $62,015 for the three months ended March 31, 2024, compared to $24,310 for the three months ended March 31, 2023, an increase of $37,705 or 155.10%, the increase was mainly due to increased office rent and office CAM fee by $47,671, increased license and permits expense by $1,293, offset by decreased accounting fee by $11,000. General and administrative expense from the company’s discontinued operations was $178,936 for the three months ended March 31, 2024, compared to $282,192 for the three months ended March 31, 2023.
19
Other income ( expenses), net
Other income from the company’s continuing operations was $28,842 and $1,246 for the three months ended March 31, 2024 and 2023, respectively. For the three months ended March 31, 2024, other income mainly consisted of interest expense of $542, loss of $3,116 in disposal of fixed assets, offset by other income of $32,500. For the three months ended March 31, 2023, other expenses mainly consisted of interest expense of $554 and net other income of $1,800. Other expenses from the company’s discontinued operations was $5,448 for the three months ended March 31, 2024, compared to $5,898 for the three months ended March 31, 2023.
Net loss from continuing operations
We had a net loss of $33,173 from the company’s continuing operations for the three months ended March 31, 2024, compared to $23,064 for the three months ended March 31, 2023, an increase of $10,109 or 43.83%, reflected the above-mentioned factors combined.
Net income (loss)
We had net income of $223,752 for the three months ended March 31, 2024 including net gain of $256,925 from discontinued operations, compared to net loss of $178,836 for the three months end ended March 31, 2023.
Liquidity and Capital Resources
As of March 31, 2024, from the company’s continuing operations, we had cash and equivalents of $23, other current assets of $650,593, other current liabilities of $2,084,357, working capital deficit of $1,433,741, a current ratio of 0.31:1. As of December 31, 2023, from the company’s continuing operations, we had cash and equivalents of $nil, bank overdraft of $9,436, other current assets of $203,197, other current liabilities (excluding bank overdraft) of $2,344,217, working capital deficit of $2,150,456, a current ratio of 0.09:1.
The following is a summary of cash provided by or used in each of the indicated types of activities during the three months ended March 31, 2024, and 2023, respectively.
| 2024 | 2023 | |||||||
| Net cash used in operating activities for continuing operations | $ | (34,836 | ) | $ | (34,945 | ) | ||
| Net cash used in operating activities for discontinued operations | (136,777 | ) | (196,778 | ) | ||||
| Net cash used in operating activities | (171,613 | ) | (231,723 | ) | ||||
| Net cash used in investing activities for continuing operations | - | - | ||||||
| Net cash used in investing activities for discontinued operations | - | - | ||||||
| Net cash used in investing activities | - | - | ||||||
| Net cash provided by financing activities for continuing operations | 180,959 | 216,083 | ||||||
| Net cash provided by (used in) financing activities for discontinued operations | (9,323 | ) | 9,505 | |||||
| Net cash provided by financing activities | $ | 171,636 | $ | 225,588 | ||||
Net cash used in operating activities for continuing operations
Net cash used in operating activities for continuing operations was $34,836 for the three months ended March 31, 2024, compared to $34,945 in 2023. The decrease of cash outflow of $109 from operating activities for the three months ended March 31, 2024 was principally attributable to increased operating cash inflow before working capital changes by $32,311, decreased cash outflow on accounts payable by $13,098, decreased cash outflow on accrued liabilities and other payables by $49,199 which was partly offset by increased cash outflow on other receivable by $47,398, and increased cash outflow on payment of lease liabilities by $47,100.
20
Net cash provided by financing activities for continuing operations
Net cash provided by financing activities for continuing operations was $180,959 for the three months ended March 31, 2024, compared to $216,083 in 2023. The net cash provided by financing activities for three months ended March 31, 2024 mainly consisted of proceeds of $190,700 loan from one major shareholder (also the senior officer), partly offset by bank overdraft of $9,436, and repayment of government loan of $305. The net cash provided by financing activities for the three months ended March 31, 2023 consisted of proceeds of $215,611 from loan from one major shareholder (also the senior officer) and increase in bank overdraft of $765, partly offset by repayment of government loans of $293.
Our current liabilities exceed current assets at March 31, 2024, and we incurred substantial losses and cash outflows from operating activities in the periods presented. We may have difficulty meeting upcoming cash requirements. As of March 31, 2024, our principal source of funds was loans from an officer (also is the Company’s major shareholder). As of March 31, 2024, we believe we will need $1.2 million cash to continue our current business for the next 12 months. In addition to our continuous effort to improve our sales and net profits, we have explored and continue to explore other options to provide additional financing to fund future operations as well as other possible courses of action. Such actions may include, but are not limited to, securing lines of credit, sales of debt or equity securities (which may result in dilution to existing shareholders), loans and cash advances from other third parties or banks, and other similar actions. There can be no assurance that we will be able to obtain additional funding (if needed), on acceptable terms or at all, through a sale of our common stock, loans from financial institutions, or other third parties, or any of the actions discussed above. If we cannot sustain profitable operations, and additional capital is unavailable, lack of liquidity could have a material adverse effect on our business viability, financial position, results of operations and cash flows.
Contractual Obligations
Long-Term Debts
Government loans
In May and June 2020, BEH, BEP and FDS received total of $215,600 from the Economic Injury Disaster Loan (“EIDL loan”) from the SBA after deducting $100 Uniform Commercial Code (“UCC”) handling charge and filing fee for each company. This is a low-interest federal disaster loan for working capital to small businesses and non-profit organizations of any size suffering substantial economic injury as a result of the Coronavirus (COVID-19), to help the businesses to meet financial obligations and operating expenses that could have been met had the disaster not occurred. This loan has interest of 3.75% and is not forgivable. The maturity of the loan is 30 years, installment payments including principal and interest of $515 monthly will begin 12 months from the date of the promissory note. On March 4, 2022, The FDS transferred its EIDL loan to BEC due to the dissolution of FDS. The SBA extended the deferment period to allow small businesses and not-for-profits that received EIDL funds do not have to begin payments on the loan until 30 months after the date of the note. Accordingly, the company began to make installment payments in the fourth quarter 2022.
As of March 31, 2024, the future minimum EIDL loan payments from the company’s continuing operations to be paid by year are as follows:
| Year Ending | Amount | |||
| (unaudited) | ||||
| March 31, 2025 | $ | 1,319 | ||
| March 31, 2026 | 1,369 | |||
| March 31, 2027 | 1,422 | |||
| March 31, 2028 | 1,476 | |||
| March 31, 2029 | 1,532 | |||
| Thereafter | 50,294 | |||
| Total | $ | 57,412 | ||
Off-Balance Sheet Arrangements
We have not entered into any financial guarantees or other commitments to guarantee the obligations of any third parties. We have not entered into any derivative contracts that are indexed to our shares and classified as shareholder’s equity or that are not reflected in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or research and development services with us.
21
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
As a smaller reporting company, as defined in 17 CFR § 229.10(f)(1), we are not required to provide the information requested by this Item.
Item 4. Controls and Procedures.
The Company’s Chief Executive, Yin Yan, is responsible for establishing and maintaining disclosure controls and procedures for the Company.
Evaluation of Disclosure Controls and Procedures
For purposes of this Item 4, the term disclosure controls and procedures means controls and other procedures of the Company (i) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934, as amended (15 U.S.C. 78a et seq. and hereinafter the “Exchange Act”) is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, and (ii) include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the 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, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
On September 30, 2023, Ms. Yan and Mr. Sluss reviewed the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this report and has concluded that the Company’s disclosure controls and procedures are effective to ensure that material information relating to the Company is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC.
Report of Management
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (“ICFR”), as defined in Exchange Act Rule 13a-15. Our ICFR is designed to provide reasonable assurance to our management and board of directors regarding the preparation and fair presentation of published financial statements. Management conducted an assessment of our ICFR based on the framework and criteria established by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework (2013). Based on the assessment, management concluded that, as of March 31, 2024, our ICFR were effective at the reasonable assurance level based on those criteria.
Our independent public accountant has not conducted an audit of our controls and procedures regarding ICFR and therefore expresses no opinion with regards to the effectiveness or implementation of our controls and procedures with regards to ICFR.
Changes in Internal Controls over Financial Reporting
There were no changes in our ICFR identified in connection with our evaluation of these controls as of the end of the quarter ending on March 31, 2024, as covered by this report that has materially affected, or is reasonably likely to materially affect, our ICFR.
Inherent Limitations on Effectiveness of Controls
The Company’s management does not expect that its disclosure controls or its ICFR will prevent or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during the quarter ending on September 30, 2023 that have materially affected or are reasonably likely to materially affect, our internal control over financial reporting.
22
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
Item 6. Exhibits.
| Incorporated by reference | |||||||||||||||||
| Exhibit | Exhibit Description | Filed herewith | Form | Period ending | Exhibit | Filing date | |||||||||||
| 31.1 | Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | |||||||||||||||
| 32.1 | Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | X | |||||||||||||||
| 101.INS | Inline XBRL Instance Document | X | |||||||||||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | X | |||||||||||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | X | |||||||||||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | X | |||||||||||||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | X | |||||||||||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | X | |||||||||||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | X | |||||||||||||||
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| BIO ESSENCE CORP. | ||
| /s/ Yin Yan | ||
| By: | Yin Yan | |
| Its: | Chairman of the Board, Chief Executive Officer | |
| Date: May 17, 2024 | ||
| /s/ William E. Sluss | ||
| By: | William E. Sluss | |
| Its: | Chief Financial Officer | |
Dated: May 17, 2024 |
||
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