Bio Essence Corp Files 10-Q/A Amendment

TL;DR

Bio Essence Corp filed a 10-Q/A amendment for Q1 2024 on Oct 7.

AI Summary

Bio Essence Corp. filed an amendment (10-Q/A) on October 7, 2024, to its quarterly report for the period ended March 31, 2024. The company, incorporated in California with its principal executive offices in Irvine, CA, is in the Pharmaceutical Preparations industry.

Why It Matters

This filing indicates an update or correction to Bio Essence Corp's financial reporting for the first quarter of 2024, which could impact investor understanding of the company's performance.

Risk Assessment

Risk Level: low — This filing is an amendment to a standard quarterly report and does not appear to contain significant new financial or operational disclosures.

Key Numbers

• 000-56263 — Commission File Number (Identifies the company's filing with the SEC.)
• 94-3349551 — IRS Employee Identification No. (Company's tax identification number.)

Key Players & Entities

• Bio Essence Corp (company) — Registrant
• October 7, 2024 (date) — Filing Date of Amendment
• March 31, 2024 (date) — Quarterly Period End Date
• California (location) — State of Incorporation
• Irvine, CA (location) — Principal Executive Offices
• 949-706-9966 (phone_number) — Issuer Telephone Number

FAQ

Filing Documents

• ea0216727-10qa1_bioess.htm (10-Q/A) — 655KB
• ea021672701ex31-1_bioess.htm (EX-31.1) — 17KB
• ea021672701ex32-1_bioess.htm (EX-32.1) — 10KB
• image_001.jpg (GRAPHIC) — 7KB
• 0001213900-24-085881.txt ( ) — 5252KB
• bioe-20240331.xsd (EX-101.SCH) — 63KB
• bioe-20240331_cal.xml (EX-101.CAL) — 58KB
• bioe-20240331_def.xml (EX-101.DEF) — 251KB
• bioe-20240331_lab.xml (EX-101.LAB) — 447KB
• bioe-20240331_pre.xml (EX-101.PRE) — 259KB
• ea0216727-10qa1_bioess_htm.xml (XML) — 600KB

Financial Statements

Financial Statements Balance Sheets as of March 31, 2024 (Unaudited) and December 31, 2023 1 2 3 4

Notes to Financial Statements (Unaudited)

Notes to Financial Statements (Unaudited) 5 Item 2.

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

Management's Discussion and Analysis of Financial Condition and Results of Operations 19 Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 23 Item 4.

Controls and Procedures

Controls and Procedures 23 PART II 25 Item 1.

Legal Proceedings

Legal Proceedings 25 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 25 Item 3. Defaults Upon Senior Securities 25 Item 4. Mine Safety Disclosures 25 Item 5. Other Information 25 Item 6. Exhibits 25

Signatures

Signatures 26 i BIO ESSENCE CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS AS OF MARCH 31, 2024 AS OF DECEMBER 31, 2023 (UNAUDITED) (RESTATED) ASSETS CURRENT ASSETS Cash and equivalents $ 23 $ - Receivable from sales of subsidiaries 700,000 300,000 Other receivables 197,294 - Total current assets 897,317 300,000 NONCURRENT ASSETS Security deposit 52,545 52,545 Right-of-use assets, net 1,304,223 1,427,918 Property and equipment, net 238 3,688 Intangible assets, net 509 567 Total non-current assets 1,357,515 1,484,718 Assets classified as held for sale - 973,862 TOTAL ASSETS $ 2,254,832 $ 2,758,580 LIABILITIES AND STOCKHOLDERS' DEFICIT CURRENT LIABILITIES Bank overdraft $ - $ 9,436 Accounts payable 13,006 12,453 Accrued liabilities and other payables 334,997 137,700 Accrued interest on government loans 2,359 2,377 Operating lease liabilities 587,417 495,217 Government loans payable - current portion 1,319 4,596 Loan from shareholders 1,979,377 1,788,677 Total current liabilities 2,918,475 2,450,456 NONCURRENT LIABILITIES Operating lease liabilities 806,619 938,409 Government loans payable 56,093 53,120 Total non-current liabilities 862,712 991,529 Liabilities classified as held for sale - 976,889 TOTAL LIABILITIES 3,781,187 4,418,874 COMMITMENTS AND CONTINGENCIES STOCKHOLDERS' DEFICIT Preferred stock $ 0.0001 par value; authorized shares 10,000,000 , no shares issued and outstanding as of March 31, 2024 and December 31, 2023 - - Common stock $ 0.0001 par value; authorized shares 100,000,000 ; issued and outstanding shares 38,009,000 as of March 31, 2024 and December 31, 2023 3,801 3,801 Additional paid in capital 7,476,379 7,476,379 Accumulated deficit ( 9,006,535 ) ( 9,140,474 ) TOTAL STOCKHOLDERS' DEFICIT ( 1,526,355 ) ( 1,660,294 ) TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 2,254,832 $ 2,758,580 The

financial statements

financial statements. 4 BIO ESSENCE CORPORATION NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

FINANCIAL STATEMENTS MARCH 31, 2024 (RESTATED) (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 100 % shareholder of FDS transferred all of her ownership in FDS to 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 developing, manufacturing and sales of prescription medicine. McBE has not engaged in any operations since its inception. On December 12, 2023, the Company entered into an agreement with Newways 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. 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. dollar

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View this 10-Q/A filing on SEC EDGAR