Bio Essence Corp. Files 2023 Annual Report on Form 10-K

TL;DR

<b>Bio Essence Corp. has filed its 2023 10-K report, detailing its financial status and operations as a smaller reporting company.</b>

AI Summary

Bio Essence Corp (BIOE) filed a Annual Report (10-K) with the SEC on April 15, 2024. Bio Essence Corp. filed its annual report on Form 10-K for the fiscal year ended December 31, 2023. The company is incorporated in California and its principal executive offices are located in Irvine, CA. Bio Essence Corp. is classified as a smaller reporting company. The company's SIC code is 2834, Pharmaceutical Preparations. No securities are registered under Section 12(b) of the Exchange Act; Common Stock is registered under Section 12(g).

Why It Matters

For investors and stakeholders tracking Bio Essence Corp, this filing contains several important signals. This filing provides investors with a comprehensive overview of Bio Essence Corp.'s performance and financial health for the fiscal year 2023. As a smaller reporting company, this 10-K is crucial for understanding its regulatory compliance and operational status within the pharmaceutical preparations industry.

Risk Assessment

Risk Level: low — Bio Essence Corp shows low risk based on this filing. The company is a smaller reporting company and has no securities registered under Section 12(b) of the Exchange Act, indicating a potentially limited public market presence and investor scrutiny.

Analyst Insight

Investors should review the full 10-K filing for detailed financial statements, risk factors, and management discussion to assess Bio Essence Corp.'s investment potential.

Key Numbers

• 2023 — Fiscal Year End (Fiscal year ended December 31, 2023)
• 2834 — SIC Code (Standard Industrial Classification: Pharmaceutical Preparations)
• 943349551 — IRS Number (IRS Employee Identification No.)
• 000-56263 — SEC File Number (SEC File Number)
• 92618 — ZIP Code (Business address ZIP code)
• 0001213900-24-032898 — Accession Number (Accession Number of the filing)
• 10-K — Form Type (Conformed Submission Type)

Key Players & Entities

• Bio Essence Corp. (company) — Filer name and registrant name
• 2023 (date) — Fiscal year end
• December 31 (date) — Fiscal year end
• California (location) — State of incorporation and business address state
• Irvine (location) — Business address city
• 2834 (industry) — Standard Industrial Classification
• 0001723059 (company) — Central Index Key
• 949-706-9966 (phone) — Business phone number

FAQ

Risk Factors

• Reporting Requirements [medium — regulatory]: The company is a smaller reporting company and has not filed all required reports in the preceding 12 months, indicating potential compliance issues.

Industry Context

Bio Essence Corp. operates within the Pharmaceutical Preparations industry (SIC 2834).

Regulatory Implications

The company is subject to SEC reporting requirements under the 1934 Act, as indicated by its Form 10-K filing.

What Investors Should Do

1. Review the full 10-K for detailed financial statements and disclosures.
2. Analyze the risk factors section for potential business challenges.
3. Assess the company's operational status and strategic direction based on the filing.

Key Dates

• 2023-12-31: Fiscal Year End — Marks the end of the reporting period for the 10-K filing.
• 2024-04-15: Filing Date — Date the 10-K was officially filed with the SEC.

Year-Over-Year Comparison

This is the initial 10-K filing for the fiscal year 2023, providing a baseline for future comparisons.

Key Financial Figures

• $0.0001 — (g) of the Exchange Act: Common Stock, $0.0001 par value per share (Title of Class)
• $0.50 — of the issuer (based on a valuation of $0.50 per share) was $ 1,272,000 as of Decemb
• $300,000 — ount of Three Hundred Thousand Dollars ($300,000). The transaction closed prior to Decem
• $1,214,046 — (also the Company's senior officer) of $1,214,046 and $2,543,155, respectively. At Decemb
• $2,543,155 — any's senior officer) of $1,214,046 and $2,543,155, respectively. At December 31, 2023 and
• $608,631 — loan from another major shareholder for $608,631 for settling the litigation. There are
• $2,500,000 — stock in exchange for retirement of the $2,500,000 debt. The Board of Directors of the Com
• $0.51 — common stocks trading on OTC Market was $0.51 per share. The Company incurred a $50,0
• $50,000 — $0.51 per share. The Company incurred a $50,000 loss on this conversion. Critical Acco
• $802,547 — rn The Company incurred net losses of $802,547 and $527,884 from the company's continu
• $527,884 — any incurred net losses of $802,547 and $527,884 from the company's continuing operation
• $9,140,474 — pany also had an accumulated deficit of $9,140,474 from the company's continuing operation
• $2,252 — 23 and 2022, the bad debt allowance was $2,252 and $2,252, respectively. Revenue Reco
• $551,506 — s ended December 31, 2023 and 2022 were $551,506 and $621,590, respectively, a decrease
• $621,590 — ber 31, 2023 and 2022 were $551,506 and $621,590, respectively, a decrease of $70,084 or

Filing Documents

• ea0203811-10k_bioessence.htm (10-K) — 694KB
• ea020381101ex4-2_bioessence.htm (EX-4.2) — 5KB
• ea020381101ex31-1_bioessence.htm (EX-31.1) — 12KB
• ea020381101ex31-2_bioessence.htm (EX-31.2) — 12KB
• ea020381101ex32-1_bioessence.htm (EX-32.1) — 5KB
• ea020381101ex32-2_bioessence.htm (EX-32.2) — 6KB
• image_001.jpg (GRAPHIC) — 52KB
• 0001213900-24-032898.txt (&nbsp;) — 5057KB
• bioe-20231231.xsd (EX-101.SCH) — 57KB
• bioe-20231231_cal.xml (EX-101.CAL) — 60KB
• bioe-20231231_def.xml (EX-101.DEF) — 245KB
• bioe-20231231_lab.xml (EX-101.LAB) — 452KB
• bioe-20231231_pre.xml (EX-101.PRE) — 241KB
• ea0203811-10k_bioessence_htm.xml (XML) — 475KB

Business

Business 2 Item 1A.

Risk Factors

Risk Factors 3 Item 2.

Properties

Properties 3 Item 3.

Legal Proceedings

Legal Proceedings 3 Item 4. Mine Safety Disclosures 3 PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 4 Item 6. [Reserved] 5 Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 5 Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 11 Item 8.

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data 11 Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure 11 Item 9A.

Controls and Procedures

Controls and Procedures 11 Item 9B. Other Information 12 Item 9C. Disclosure Regarding Foreign that Jurisdiction that Prevent Inspections 12 PART III Item 10. Directors, Executive Officers and Corporate Governance 13 Item 11.

Executive Compensation

Executive Compensation 15 Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 16 Item 13. Certain Relationships and Related Transactions, and Director Independence 17 Item 14. Principal Accountant Fees and Services 18 PART IV Item 15. Exhibits, Financial Statement Schedules 18 i PART I Special Note Regarding Forward-Looking Statements Information included or incorporated by reference in this Annual Report on Form 10-K contains forward-looking statements. All forward-looking statements are inherently uncertain as they are based on current expectations and assumptions concerning future events or future performance of the Company. Readers are cautioned not to place undue reliance on these forward-looking statements, which are only predictions and speak only as of the date hereof. Forward-looking "forecasts," "intends," "strategy," "plan," "may," "will," "would," "will be," "will continue," "will likely result," and similar expressions, and are subject to numerous known and unknown risks and uncertainties. Additionally, statements relating to implementation of business strategy, future financial performance, acquisition strategies, capital raising transactions, performance of contractual obligations, and similar statements may contain forward-looking statements. In evaluating such statements, prospective investors and shareholders should carefully review various risks and uncertainties identified in this Report, including the matters set forth under the captions "Risk Factors" and in the Company's other SEC filings. These risks and uncertainties could cause the Company's actual results to differ materially from those indicated in the forward-looking statements. The Company disclaims any obligation to update or publicly announce revisions to any forward-looking statements to reflect future events or developments. Although forward-looking

Business

Item 1. Business General Corporate History Bio Essence Corp. ("we," "us," "Bio Essence," or the "Company") is an herbal health, diet, and nutrition company. The Company's mission is to provide herbal health, diet, and vitamin nutritional supplements, as explained below. The Company was incorporated in the State of California on January 1, 2000. On January 27, 2016, the Company entered into a change of control whereby our controlling shareholder, Jian Yang, purchased a controlling interest in the Company. On that same date, Jian Yang entered into a stock purchase agreement with Fusion Diet Systems, Inc. a Utah corporation dba, Fusion Naturals ("Fusion Naturals"). Fusion Naturals was originally incorporated in Utah on April 20, 2010. On January 9, 2017, the Company created a new corporation in the State of California called Bio Essence Pharmaceutical, Inc. to serve as a health supplements manufacturer ("BEP"). Then, on January 12, 2017, the Company created its third subsidiary, Bio Essence Herbal Essentials Inc. ("BEH"). The Company serves as a holding corporation for these subsidiaries. On November 13, 2021, the Company dissolved Fusion Naturals and formed a new wholly owned subsidiary, McBE Pharma, Inc. ("McBE"). The primary focus of BEP is producing products for BEH and McBE, along with providing original equipment manufacturing and private label services to other companies. BEH targets and develops traditional Chinese medicines ("TCM") in the form of single herbs, granules, pills, and tablets. It also offers special formulated dietary supplements and medical food. The Company intends to develop this subsidiary into one that is engaged in integrated health and to provide its customers to interact with dietitians, nutraceutical practitioners, and traditional integrative wellness doctors worldwide. McBE is in the process of implementing a new business plan that focuses on developing pharmaceuticals, supplements, and other similar products. The Company sells it

Risk Factors

Item 1A. Risk Factors. As a "smaller reporting company" as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.

Unresolved Staff Comments

Item 1B. Unresolved Staff Comments. Not applicable.

Description of Property

Item 2. Description of Property. The Company maintains an office at 12 Chrysler, Unit B, Irvine, CA 92618. This location serves as the Company's main headquarters. We do not own any properties. We currently have no policy with respect to investments or interests in real estate, real estate mortgages or securities of, or interests in, persons primarily engaged in real estate activities.

Legal Proceedings

Item 3. Legal Proceedings. None.

Mine Safety Disclosures

Item 4. Mine Safety Disclosures. Not applicable. 3 PART II

Market for Common Equity, Related Stockholder

Item 5. Market for Common Equity, Related Stockholder Matters and Small Business Issuer Purchases of Equity Securities. Common Stock The Company has 100,000,000 shares of authorized common stock (CUSIP# 09090C105), of which, as of the end of our 2023 fiscal year, had 38,009,000 issued and outstanding. The Company's stock trades on the OTC Markets, under the symbol BIOE. As of the most recent practicable date, there are 48 record holders of our common stock. The Company has not paid any cash dividends to date and may consider but no final decision has been made in paying dividends in the foreseeable future. We have no securities authorized for issuance under any Equity Compensation Plans. Preferred Stock We do not have a class of preferred stock. Dividends We have not paid any dividends on our common stock to date. The payment of dividends in the future will be contingent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of a business combination. The payment of any will be within the discretion of our then Board of Directors. It is the present intention of our Board of Directors to retain earnings, if any, for use in our business operations. Securities Authorized for Issuance under Equity Compensation Plans The Company does not have any current equity compensation plans or any individual compensation arrangements with respect to its common stock or preferred stock. The issuance of any of our common or preferred stock is within the discretion of our Board of Directors, which has the power to issue any or all of our authorized but unissued shares without stockholder approval. Recent Sales of Unregistered Securities None. Issuer Purchases of Equity Securities None. 4

Management's Discussion and Analysis of Financial

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation. 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. 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 pa

financial statements do not include any adjustments that might result from the outcome of this uncertainty

financial statements do not include any adjustments that might result from the outcome of this uncertainty. Use of Estimates In preparing financial 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 December 31, 2023 and 2022, the bad debt allowance 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. 6

View Full Filing

View this 10-K filing on SEC EDGAR