U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the quarterly period ended
OR
Commission file number:
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)
(IRS EMPLOYEE IDENTIFICATION NO.)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(ISSUER TELEPHONE NUMBER)
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 | ☐ |
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☐ | Smaller reporting company |
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| Emerging Growth company |
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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 | ||
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N/A |
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
i
PART I - FINANCIAL INFORMATION
Item 1. Financial Statement
BIO ESSENCE CORPORATION
BALANCE SHEETS
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As of
September 30, 2025 (Unaudited) |
As of
December 31, 2024 |
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| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash and equivalents | $ |
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$ |
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| Accounts receivable |
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| Prepayment to vendors |
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| Prepaid expenses and other receivables |
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| Security deposits |
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| Total Current Assets |
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| Non-current Assets | ||||||||
| Intangible assets, net |
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| Total Non-current Assets |
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| Total Assets | $ |
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$ |
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| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| Current Liabilities | ||||||||
| Bank overdraft | $ | $ | ||||||
| Accounts payable |
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| Customer deposit |
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| Accrued liabilities and other payables |
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| Operating lease liabilities - current |
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| Government loans payable - current portion |
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| Loan from shareholders |
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| Total Current Liabilities |
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| Non-current Liabilities | ||||||||
| Operating lease liabilities - non-current |
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| Government loans payable |
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| Total Non-current Liabilities |
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| Total Liabilities |
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| Commitment and contingencies | ||||||||
| Stockholders’ Equity | ||||||||
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Preferred stock $
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Common stock $
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| Paid in capital |
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| Accumulated deficit |
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| Total Stockholders’ Equity |
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| Total Liabilities and Stockholders’ Equity | $ |
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$ |
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The accompanying notes are an integral part of these unaudited consolidated financial statements
1
BIO ESSENCE CORPORATION
STATEMENTS OF OPERATIONS
(UNAUDITED)
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Nine Months ended
September 30, |
Three Months ended
September 30, |
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| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenues | ||||||||||||||||
| Sales of goods | $ | $ |
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$ | $ |
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| Manufacture service revenue |
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| Shipping and delivery Income |
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| Total revenues |
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| Cost of revenues | ||||||||||||||||
| Sales of goods |
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| Cost of manufacture service |
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| Total cost of revenues |
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| Gross profit |
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| Operating expenses | ||||||||||||||||
| Selling |
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| General and administrative |
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| Total operating expenses |
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| Income (loss) from operations |
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| Other income (expenses) | ||||||||||||||||
| Interest expense |
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| Other income |
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| Other expenses |
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| Other expenses, net |
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| Income (loss) before income tax |
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| Income tax expense |
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| Net income (loss) from continuing operations |
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| Loss from discontinued operations |
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| Gain from disposal of discontinued operations |
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| Net loss | $ |
(
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(
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$ |
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| Basic weighted average shares outstanding |
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| Basic and diluted net loss per share | $ |
(
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) | $ |
(
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) | $ |
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$ |
(
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The accompanying notes are an integral part of these unaudited consolidated financial statements
2
BIO ESSENCE CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
FOR THE NINE AND THREE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024 (RESTATED)
(UNAUDITED)
| Common Stock | Paid-in | Accumulated |
Total
Stockholders’ Equity |
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| Shares | Amount | Capital | Deficit | (Deficit) | ||||||||||||||||
| Balance at January 1, 2025 |
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$ |
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$ |
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$ |
(
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(
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| Net loss for the period | - |
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| Balance at March 31, 2025 |
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| Net income for the period | - |
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| Balance at June 30, 2025 |
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$ |
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$ |
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$ |
(
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| Net income for the period | - |
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| Balance at September 30, 2025 |
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| Common Stock | Paid-in | Accumulated |
Total
Stockholders’ Equity |
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| Shares | Amount | Capital | Deficit | (Deficit) | ||||||||||||||||
| Balance at January 1, 2024 |
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$ |
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$ |
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$ |
(
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| Net income for the period | - |
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| Balance at March 31, 2024 (Restated) |
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| Net loss for the period | - |
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| Balance at June 30, 2024 |
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$ |
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$ |
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$ |
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| Balance at September 30, 2024 |
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$ |
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The accompanying notes are an integral part of these unaudited consolidated financial statements
3
BIO ESSENCE CORPORATION
STATEMENTS OF CASH FLOWS
(UNAUDITED)
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Nine Months Ended
September 30, |
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| 2025 | 2024 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net loss from continuing operations (include gain on disposal of subsidiary) | $ |
(
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| Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||||||||
| Depreciation and amortization expense |
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| Loss on disposal of fixed assets |
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| Gain from disposal of discontinued operations |
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| Operating lease expense |
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| Impairment loss of ROU asset |
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| Changes in assets/liabilities: | ||||||||
| Accounts receivable |
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| Receivable from sale of BEP |
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| Prepaid expenses and other receivables |
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| Prepayment and deposits |
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| Accounts payable |
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| Customer deposit |
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| Tax payable |
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| Accrued interest |
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| Accrued liability and other payables |
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| Payment of lease liability |
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| Other Current Liability |
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| Net cash provided by operating activities from continuing operations |
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| Net cash used in operating activities from discontinued operations |
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| Net cash provided by operating activities |
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| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Change in bank overdraft |
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| Loan from shareholder |
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| Repayment to shareholder |
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| Repayment of SBA loan |
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| Net cash used in financing activities from continuing operations |
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| Net cash used in financing activities from discontinued operations |
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| Net cash used in financing activities |
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| NET INCREASE IN CASH |
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| CASH AT THE BEGINNING OF PERIOD |
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| CASH AT THE END OF PERIOD | $ |
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$ |
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| Supplemental Cash flow data: | ||||||||
| Cash paid for interest | $ |
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$ |
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| Cash paid for income taxes | $ | $ |
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The accompanying notes are an integral part of these unaudited consolidated financial statements
4
BIO ESSENCE CORPORATION
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2025 (UNAUDITED) AND DECEMBER 31, 2024
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 have been under common control since 2016. Bio Essence and FDS are mainly engaged
in manufacturing and distributing health supplement products. On March 1, 2017, the
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 December 12, 2023, the
Company entered into an agreement with Newways Inc. to sell the
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 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, and should be read in conjunction with the audited financial statements and notes thereto contained in Bio Essence’s Annual Report filed with the SEC on Form 10-K. The functional currency of Bio Essence is U.S. dollars (“$’’). The accompanying financial statements are presented in U.S. dollars (“$”). The consolidated financial statements for the nine months ended September 30, 2025 and 2024 and as of September 30, 2025 and December 31, 2024, 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.
Going Concern
The Company incurred net loss of $
5
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.
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 non-financial assets. The Company recognized $
Cash and Cash 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.
Credit Losses
On January1, 2023, the Company adopted Accounting Standards Update 2016-13 “Financial Instruments — Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments,” which replaces the incurred loss methodology with an expected loss methodology that is referred to as the current expected credit loss (“CECL”) methodology. The adoption of the credit loss accounting standard has no material impact on the Company’s consolidated financial statements as of January 1, 2023.
The Company’s account receivables and other receivables in the balance sheet are within the scope of ASC Topic 326. As the Company has limited customers and debtors, the Company uses the loss-rate method to evaluate the expected credit losses on an individual basis. When establishing the loss rate, the Company makes an assessment on various factors, including historical experience, credit-worthiness of customers and debtors, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect its ability to collect from the customers and debtors. The Company also provides specific provisions for allowance when facts and circumstances indicate that the receivable is unlikely to be collected.
6
Expected credit losses are recorded as allowance for credit losses on the consolidated statements of operations. After all attempts to collect a receivable have failed, the receivable is written off against the allowance. In the event the Company recovers amount that is previously reserved for, the Company will reduce the specific allowance for credit losses.
Accounts Receivable , Net
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 September 30, 2025 and December 31, 2024, there was no bad debt allowance.
Property and Equipment. Net
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 |
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| Office furniture |
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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
September 30, 2025 and December 31, 2024, there were no significant impairments of its long-lived assets except $
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.
7
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 September 30, 2025 and December 31, 2024, 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, 2022 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 customers. 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 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 or OEM services are recognized when the manufacture process is completed pursuant to the customers’ requirements and the manufactured goods are delivered to the customers. The Company currently outsources manufacture service after disposal of BEP in December 2023.
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 nine and three months ended September 30, 2025 and 2024.
8
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/OEM consists primarily of direct labor costs and related overhead that are directly attributable to the manufacture process. However, the Company has been outsourcing manufacture service since disposal of BEP in December 2023.
Shipping and Handling Costs
Shipping and handling costs related to delivery
of finished goods are included in selling expenses. During the nine months ended September 30, 2025 and 2024, shipping and handling costs
from continuing operations were $
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 nine and three months ended September 30, 2025 athere were no advertising
expenses from continuing operations incurred. During the nine and three months ended September 30, 2024, 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 September 30, 2025 and December 31,2024, 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.
9
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 nine and three months ended September 30, 2025 and 2024.
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 nine months ended September 30, 2025,
the Company had three major customers accounted for
For the nine months ended September 30, 2025,
the Company had two major vendors accounted for
Segment Reporting
ASC Topic 280, “Segment Reporting,”
requires use of the “management approach” model for segment reporting.
Management determined the Company’s operations
constitute a single reportable segment in accordance with ASC 280. The Company operates exclusively in
10
New Accounting Pronouncements
On November 4, 2024, the FASB issued an ASU No. 2024-03, Disaggregation of Income Statement Expenses (“ASU 2024 03”) to improve the disclosures about a public business entity’s expenses and address requests from investors for more detailed information about the types of expenses in commonly presented expense captions (such as cost of sales; selling, general, and administrative expenses; and research and development). The amendments in the ASU require disclosure in the notes to financial statements of specified information about certain costs and expenses. The amendments require that at each interim and annual reporting period an entity: 1.Disclose the amounts of (a) purchases of inventory, (b) employee compensation, (c) depreciation, (d) intangible asset amortization, and (e) depreciation, depletion, and amortization recognized as part of oil- and gas-producing activities (or other amounts of depletion expense) included in each relevant expense caption. A relevant expense caption is an expense caption presented on the face of the income statement within continuing operations that contains any of the expense categories listed in (a)–(e). 2. Include certain amounts that are already required to be disclosed under current generally accepted accounting principles in the same tabular disclosure as the other disaggregation requirements. 3. Disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively. 4) Disclose the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses. In January 2025, the FASB issued ASU No. 2025-01, Clarifying the Effective Date (“ASU 2025-01”). The amendments, as clarified by ASU 2025-01, are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The amendments in this ASU should be applied either (1) prospectively to financial statements issued for reporting periods after the effective date of the ASU or (2) retrospectively to any or all prior periods presented in the financial statements. The Company is currently evaluating the impact that the adoption of ASU 2024-03 will have on its consolidated financial statement presentation or disclosures.
In January 2025, the FASB issued ASU 2025-01 Income Statement-Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40). The FASB issued ASU 2024-03 on November 4, 2024-03 states that the amendments are effective for public business entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Following the issuance of ASU 2024-03, the FASB was asked to clarify the initial effective date for entities that do not have an annual reporting period that ends on December 31 (referred to as non-calendar year-end entities). Because of how the effective date guidance was written, a non-calendar year-end entity may have concluded that it would be required to initially adopt the disclosure requirements in ASU 2024-03 in an interim reporting period, rather than in annual reporting period. The FASB’s intent in the basis for conclusions of ASU 2024-03 is clear that all public business entities should initially adopt the disclosure requirements in the first annual reporting period beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. The Company is currently evaluating the impact that the adoption of ASU 2025-01 will have on its consolidated financial statement presentation or disclosures.
In March 2025, the FASB issued ASU 2025-02—Liabilities (405): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 122. The amendments in this Update are effective immediately and on a fully retrospective basis to annual periods beginning after December 15, 2024. The Company is currently evaluating the effect of adoption of this standard to its consolidated 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.
11
3. DISCONTINUED OPERATIONS
Disposal of BEH
On March 28, 2024, the Company entered into a
Stock Purchase Agreement (“SPA”) with Health Up Inc., a California corporation (“HUT”), an unrelated party whereby
the Company agreed to sell to HUT its wholly owned subsidiary, BEH, in exchange for cash consideration of $
|
As of
March 31, 2024 |
||||
| ASSETS | ||||
| CURRENT ASSETS | ||||
| Cash and equivalents | $ |
|
||
| Accounts receivable, net |
|
|||
| Other receivables |
|
|||
| Prepaid expenses |
|
|||
| Security deposit |
|
|||
| Inventory, net |
|
|||
| Property and equipment, net |
|
|||
| ROU, Net |
|
|||
| TOTAL ASSETS | $ |
|
||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||
| 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 |
|
|||
| Finance lease liabilities |
|
|||
| Operating lease liability |
|
|||
| Government loans payable |
|
|||
| TOTAL LIABILITIES | $ |
|
||
| Net Assets |
|
|||
| Consideration |
|
|||
| Gain on disposal | $ |
|
||
The operations of BEH was accounted for as discontinued
operations in the accompanying consolidated financial statements for all periods presented.
|
For the
Nine Months Ended September 30, 2024 |
||||
| Revenue, Net | $ |
|
||
| Cost of Revenues |
|
|||
| Gross Profit |
|
|||
| Operating Expenses |
|
|||
| Loss from Operations |
(
|
) | ||
| Other Income (Expenses) | ||||
| Interest expense |
(
|
) | ||
| Other expenses |
(
|
) | ||
| Total Other Expenses |
(
|
) | ||
| Loss Before Income Taxes |
(
|
) | ||
| Income Tax Expense | ||||
| Net Loss from Discontinued Operations | $ |
(
|
) | |
12
4. PREPAID EXPENSE AND OTHER RECEIVABLES
As of September 30, 2025 and December 31,2024,
prepaid expense and other receivables were $
5. SECURITY DEPOSIT
As of September 30, 2025 and December 31,2024,
the security deposit was $
and $
6. PROPERTY AND EQUIPMENT, NET
Property and equipment from the company’s continuing operations consisted of the following at September 30, 2025 and December 31,2024:
|
September 30,
2025 |
December 31,
2024 |
|||||||
| (unaudited) | ||||||||
| Leasehold improvements | $ | $ | ||||||
| Office furniture and equipment |
|
|
||||||
| Total |
|
|
||||||
| Less: accumulated depreciation |
(
|
) |
(
|
) | ||||
| Net | $ | $ | ||||||
Depreciation expense for the nine months ended
September 30, 2025 and 2024 from the Company’s continuing operations were $
and $
Depreciation expense for the three months ended September 30, 2025 and 2024 from the Company’s continuing operations were $ and $ , respectively.
7. INTANGIBLE ASSETS, NET
Intangible assets from the company’s continuing operations consisted of the following as of September 30, 2025 and December 31,2024:
|
September 30,
2025 |
December 31,
2024 |
|||||||
| (unaudited) | ||||||||
| Computer Software | $ |
|
$ |
|
||||
| Trademark |
|
|
||||||
| Total |
|
|
||||||
| Less: accumulated amortization |
(
|
) |
(
|
) | ||||
| Net | $ |
|
$ |
|
||||
Amortization of intangible assets from the company’s
continuing operations were $
Amortization of intangible assets from the company’s
continuing operations were $
Estimated amortization for the existing intangible
assets with finite lives from the company’s continuing operations for each of the next five years at September 30, 2025
is as follows: $
13
8. ACCRUED LIABILITIES AND OTHER PAYABLES
As of September 30, 2025, accrued liabilities
and other payables from the company’s continuing operations consisted of payroll tax payable of $
As of December 31, 2024, accrued liabilities and
other payables from the company’s continuing operations consisted of 1) the payables to BEP of $
9. GOVERNMENT LOANS PAYABLE
In May and June 2020, BEH, BEP and FDS received
total of $
As of September 30, 2025, the future minimum EIDL loan payments from the company’s continuing operations to be paid by year are as follows:
| Year Ending | Amount | |||
| September 30, 2026 | $ |
|
||
| September 30, 2027 |
|
|||
| September 30, 2028 |
|
|||
| September 30, 2029 |
|
|||
| September 30, 2030 |
|
|||
| Thereafter |
|
|||
| Total | $ |
|
||
10. RELATED PARTY TRANSACTIONS
Loans from Shareholder
As of September 30, 2025 and December 2024, the
Company held loans from one major shareholder (also the Company’s senior officer) for $
14
11. INCOME TAXES
The Company and its subsidiaries are subject to
At September 30, 2025 and December 31,2024, 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 offset
The Company has NOL carry-forwards for Federal
and California income tax purposes of $
Components of the Company’s deferred tax assets from the company’s continuing operations as of September 30, 2025 and December 31,2024 are as follows:
|
September 30,
2025 |
December 31,
2024 |
|||||||
| (unaudited) | ||||||||
| 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 | $ | $ | ||||||
Income Tax Provision in the Statements of Operations
A reconciliation of the consolidated federal statutory income tax rate and the effective income tax rate as a percentage of income before income taxes from the company’s continuing operations for the nine months ended September 30, 2025 and 2024 is as follows:
| 2025 | 2024 | |||||||
| (unaudited) | (unaudited) | |||||||
| 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 |
(
|
)% |
(
|
)% | ||||
| Permanent difference | % |
(
|
)% | |||||
| Change in valuation allowance |
|
% |
|
% | ||||
| Effective income tax rate |
|
% |
|
% | ||||
A reconciliation of the consolidated federal statutory income tax rate and the effective income tax rate as a percentage of income before income taxes from the company’s continuing operations for the three months ended September 30, 2025 and 2024 is as follows:
| 2025 | 2024 | |||||||
| (unaudited) | (unaudited) | |||||||
| 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 |
|
% |
(
|
)% | ||||
| Permanent difference | % |
(
|
)% | |||||
| Change in valuation allowance |
(
|
)% |
|
% | ||||
| Effective income tax rate |
|
% |
|
% | ||||
15
The provision for income tax expense for the continuing operations for the nine months ended September 30, 2025 and 2024 consisted of the following:
| 2025 | 2024 | |||||||
| (unaudited) | (unaudited) | |||||||
| Income tax expense – current | $ |
|
$ |
|
||||
| Income tax benefit – current | ||||||||
| Total income tax expense | $ |
|
$ |
|
||||
The provision for income tax expense for the continuing operations for the three months ended September 30, 2025 and 2024 consisted of the following:
| 2025 | 2024 | |||||||
| (unaudited) | (unaudited) | |||||||
| Income tax expense – current | $ | $ | ||||||
| Income tax benefit – current | ||||||||
| Total income tax expense | $ | $ | ||||||
12. LEASES
Operating Leases
On May 18, 2023, the Company entered a
The components of lease costs for continuing operations, lease term and discount rate with respect of warehouse and office lease with an initial term of more than 12 months are as follows:
|
Nine Months
Ended September 30, 2025 |
Nine Months
Ended September 30, 2024 |
|||||||
| (unaudited) | (unaudited) | |||||||
| Operating lease cost | $ |
|
$ |
|
||||
| Weighted Average Remaining Lease Term - Operating leases including options to renew | ||||||||
| Weighted Average Discount Rate - Operating leases |
|
% |
|
% | ||||
|
Three Months
Ended September 30, 2025 |
Three Months
Ended September 30, 2024 |
|||||||
| (unaudited) | (unaudited) | |||||||
| Operating lease cost | $ |
|
$ |
|
||||
| Weighted Average Remaining Lease Term - Operating leases including options to renew | ||||||||
| Weighted Average Discount Rate - Operating leases |
|
% |
|
% | ||||
13. 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
The Company 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 Company is mainly engaged in selling the health supplements and providing OEM services. However, the Company currently outsources manufacture / OEM service after disposal of BEP in December 2023.
Related Party Transactions
Loans from Officer
As of September 30, 2025 and December 31, 2024, the Company had loans from one major shareholder (also the Company’s senior officer) of $277,196 and $577,546, respectively. As of September 30, 2025 and December 31, 2024, the Company had loan from another major shareholder for $608,631 and $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, BEH (up to disposal date), and McBE (up to dissolution date). All significant inter-company transactions and balances were eliminated in consolidation .
Going Concern
The Company incurred net losses of $132,890 and $1,538,158 from the company’s continuing operations for the nine months ended September 30, 2025 and 2024, respectively. The Company incurred net income of $12,998 and net loss of $1,199,493 from the company’s continuing operations for the three months ended September 30, 2025 and 2024, respectively. The Company also had an accumulated deficit of $10,582,160 from the company’s continuing operations as of September 30, 2025. 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.
Credit Losses
On January1, 2023, the Company adopted Accounting Standards Update 2016-13 “Financial Instruments — Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments,” which replaces the incurred loss methodology with an expected loss methodology that is referred to as the current expected credit loss (“CECL”) methodology.
The Company’s account receivables and other receivables in the balance sheet are within the scope of ASC Topic 326. As the Company has limited customers and debtors, the Company uses the loss-rate method to evaluates the expected credit losses on an individual basis. When establishing the loss rate, the Company makes the assessment on various factors, including historical experience, credit-worthiness of customers and debtors, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect its ability to collect from the customers and debtors. The Company also provides specific provisions for allowance when facts and circumstances indicate that the receivable is unlikely to be collected.
Expected credit losses are recorded as allowance for credit losses on the consolidated statements of operations. After all attempts to collect a receivable have failed, the receivable is written off against the allowance. In the event the Company recovers amount that is previously reserved for, the Company will reduce the specific allowance for credit losses.
18
Accounts Receivable, Net
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 September 30, 2025 and December 31, 2024, there was no bad debt allowance.
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 nine and three months ended September 30, 2025 and 2024.
Results of operations
Comparison of continuing operations for the nine months ended September 30, 2025 and 2024
The following table sets forth the results of our opera tions for the periods indicated as a percentage of net sales. Certain columns may not add due to rounding.
| 2025 |
% of
Sales |
2024 |
% of
Sales |
Dollar
Increase (Decrease) |
Percent
Increase (Decrease) |
|||||||||||||||||||
| Sales of goods | $ | - | - | % | $ | 37,415 | 21.21 | % | $ | (37,415 | ) | (100.00 | )% | |||||||||||
| Manufacture service revenue | 416,896 | 99.71 | % | 136,109 | 77.17 | % | 280,787 | 206.30 | % | |||||||||||||||
| Shipping and delivery income | 1,216 | 0.29 | % | 2,861 | 1.62 | % | (1,645 | ) | (57.50 | )% | ||||||||||||||
| Total revenues | 418,112 | 100.00 | % | 176,385 | 100.00 | % | 241,727 | 137.05 | % | |||||||||||||||
| Cost of goods sold | - | - | % | 20,513 | 11.63 | % | (20,513 | ) | (100.00 | )% | ||||||||||||||
| Cost of manufacture service | 133,120 | 31.84 | % | 45,693 | 25.91 | % | 87,427 | 191.34 | % | |||||||||||||||
| Total cost of revenues | 133,120 | 31.84 | % | 66,206 | 37.53 | % | 66,914 | 101.07 | % | |||||||||||||||
| Gross profit | 284,992 | 68.16 | % | 110,179 | 62.47 | % | 174,813 | 158.66 | % | |||||||||||||||
| Selling expenses | 30,593 | 7.32 | % | - | - | % | 30,593 | 100.00 | % | |||||||||||||||
| General and administrative expenses | 384,015 | 91.85 | % | 573,469 | 325.12 | % | (189,454 | ) | (33.04 | )% | ||||||||||||||
| Operating expenses | 414,608 | 99.16 | % | 573,469 | 325.12 | % | (158.861 | ) | (27.70 | )% | ||||||||||||||
| Loss from operations | (129,616 | ) | (31.00 | )% | (463,290 | ) | (262.66 | )% | 333,674 | (72.02 | )% | |||||||||||||
| Other income (expenses), net | (2,474 | ) | (0.59 | )% | (1,074,068 | ) | (608.93 | )% | (1,071,594 | ) | (99.77 | )% | ||||||||||||
| Loss before income taxes | (132,090 | ) | (31.59 | )% | (1,537,358 | ) | (871.59 | )% | 1,405,268 | (91.41 | )% | |||||||||||||
| Income tax expense | 800 | 0.19 | % | 800 | 0.45 | % | - | - | % | |||||||||||||||
| Net loss from continuing operations | (132,890 | ) | (31.78 | )% | (1,538,158 | ) | (872.05 | )% | 1,405,268 | (91.36 | )% | |||||||||||||
| Loss from discontinued operations | - | - | % | (120,827 | ) | (68.50 | )% | 120,827 | 100.00 | % | ||||||||||||||
| Gain from disposal of discontinued operations | - | - | % | 377,752 | 214.16 | % | (377,752 | ) | (100.00 | )% | ||||||||||||||
| Net income | $ | (132,890 | ) | (31.78 | )% | $ | (1,281,233 | ) | (726.38 | )% | $ | 1,148,343 | (89.63 | )% | ||||||||||
19
Revenues
Revenues from the company’s continuing operations for the nine months ended September 30, 2025 and 2024 were $418,112 and $176,385, respectively. We had $nil product sales, $416,896 OEM service revenue, and $1,216 shipping and delivery income for the nine months ended September 30, 2025. We had $37,415 product sales, $136,109 OEM service revenue, and $2,861 shipping and delivery income for the nine months ended September 30, 2024. Revenue from the company’s discontinued operations for the nine months ended September 30, 2024 was $153,865. The significant increase in revenue during the nine months ended September 30, 2025, compared to the same period in 2024, was primarily attributable to a higher volume of OEM service orders, including a major order from a new customer, Qnet Limited. The Company’s strategic emphasis on OEM service revenue rather than product sales contributed to the overall growth in revenue and an improvement in the revenues.
Costs of revenues
Costs of revenues from the company’s continuing operations for the nine months ended September 30, 2025 and 2024 were $133,120 and $66,206, respectively. We had $nil cost of sales for products and $133,120 cost for OEM service revenue for the nine months ended September 30, 2025. We had $20,513 cost of sales for products and $45,693 cost for OEM service revenue for the nine months ended September 30, 2024. The increase in cost of revenues was mainly due to increase in revenues. Costs of revenues from the company’s discontinued operations for the nine months ended September 30, 2024 was $76,592.
Gross profit
For the factors mentioned above, the gross profits from the company’s continuing operations for the nine months ended September 30, 2025 and 2024 were $284,992 and $110,179, respectively. The increase in gross profit was mainly due to increase in revenues. The gross profits from the company’s discontinued operations for the nine months ended September 30, 2024 was $77,273.
Operating expenses
Selling expenses consisted mainly of advertising, show expenses, products marketing, shipping expenses, and promotion expenses. Selling expenses from the company’s continuing operations for the nine months ended September 30, 2025 and 2024 were $30,593 and $1,286, respectively. Selling expense from the company’s discontinued operations for the nine months ended September 30, 2024 was $13,716.
General and administrative expenses consisted 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 $384,015 for the nine months ended September 30, 2025, compared to $573,469 for the nine months ended September 30, 2024, a decrease of $189,454 or 33.04%, the decrease was mainly due to decreased office rent and office CAM fee by $387,998, decreased license and permits expense by $1,283, which was partly offset by increased salary expense by $91,753 and increased consulting fee by $107,597. General and administrative expenses from the company’s discontinued operations was $178,936 for the nine months ended September 30, 2024.
Other income (expenses), net
Other expenses from the company’s continuing operations was $2,474 and $1,074,068 for the nine months ended September 30, 2025 and 2024, respectively. For the nine months ended September 30, 2025, other expenses mainly consisted of interest expense of $1,646 and other expenses of $828. For the nine months ended September 30, 2024, other expenses mainly consisted of interest expense of $1,617, impairment of ROU asset of $1,050,940 due to early termination of the lease, and other expenses of $54,597, which was partly offset by other income of $33,086. Other expenses from the company’s discontinued operations was $5,448 for the nine months ended September 30, 2024.
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Net loss from continuing operations
We had a net loss of $132,890 from the company’s continuing operations for the nine months ended September 30, 2025, compared to $1,538,158 for the nine months ended September 30, 2024, a decrease of $1,405,268 or 91.36%.
Net loss from discontinued operations
We had a net loss of $256,925 from the company’s discontinued operations for the nine months ended September 30, 2024.
Comparison of continuing operations for the three months ended September 30, 2025 and 2024
The following table sets forth the results of our opera tions for the periods indicated as a percentage of net sales. Certain columns may not add due to rounding.
| 2025 |
% of
Sales |
2024 |
% of
Sales |
Dollar
Increase (Decrease) |
Percent
Increase (Decrease) |
|||||||||||||||||||
| Sales of goods | $ | - | - | % | $ | 37,415 | 27.78 | % | $ | (37,415 | ) | (100.00 | )% | |||||||||||
| Manufacture service revenue | 136,800 | 100.00 | % | 94,414 | 70.10 | % | 42,386 | 44.89 | % | |||||||||||||||
| Shipping and delivery income | - | - | % | 2,861 | 2.12 | (2,861 | ) | 100.00 | % | |||||||||||||||
| Total revenues | 136,800 | 100.00 | % | 134,690 | 100.00 | % | 2,110 | 1.57 | % | |||||||||||||||
| Cost of goods sold | - | - | % | 8,005 | 5.94 | % | (8,005 | ) | (100.00 | )% | ||||||||||||||
| Cost of manufacture service | 41,040 | 30.00 | % | 45,693 | 33.92 | % | (4,653 | ) | (10.18 | )% | ||||||||||||||
| Total cost of revenues | 41,040 | 30.00 | % | 53,698 | 39.87 | % | (12,658 | ) | (23.57 | )% | ||||||||||||||
| Gross profit | 95,760 | 70.00 | % | 80,992 | 60.13 | % | 14,768 | 18.23 | % | |||||||||||||||
| Selling expenses | 650 | 0.48 | % | - | - | % | 650 | 100.00 | % | |||||||||||||||
| General and administrative expenses | 80,857 | 59.11 | % | 227,440 | 168.86 | % | (146,583 | ) | (64.45 | )% | ||||||||||||||
| Operating expenses | 81,507 | 59.58 | % | 227,440 | 168.86 | % | (145,933 | ) | (64.16 | )% | ||||||||||||||
| Income (loss) from operations | 14,253 | 10.42 | % | (146,448 | ) | (108.73 | )% | (108.73 | ) | (109.73 | )% | |||||||||||||
| Other income (expenses), net | (1,255 | ) | (0.92 | )% | (1,053,045 | ) | (781.83 | )% | 1,051,790 | (99.88 | )% | |||||||||||||
| Loss before income taxes | 12,998 | 9.50 | % | (1,199,493 | ) | (890.56 | )% | 1,212,491 | (101.08 | )% | ||||||||||||||
| Income tax expense | - | - | % | - | - | % | - | - | % | |||||||||||||||
| Net income (loss) from continuing operations | 12,998 | 9.50 | % | (1,199,493 | ) | (890.56 | )% | 1,212,491 | (101.08 | )% | ||||||||||||||
| Loss from discontinued operations | - | - | % | - | - | % | - | - | % | |||||||||||||||
| Gain from disposal of discontinued operations | - | - | % | - | - | - | - | % | ||||||||||||||||
| Net income (loss) | $ | 12,998 | 9.50 | % | $ | (1,199,493 | ) | (890.56 | )% | $ | 1,212,491 | (101.08 | )% | |||||||||||
Revenues
Revenues from the company’s continuing operations for the three months ended September 30, 2025 and 2024 were $136,800 and $134,690, respectively. We had $nil product sales, $136,800 OEM service revenue, and $nil shipping and delivery income for the three months ended September 30, 2025. We had $37,415 product sales, $94,414 OEM service revenue, and $2,861 shipping and delivery income for the three months ended September 30, 2024. The increase in revenue was mainly due to higher contributions from OEM service, consistent with the Company’s sustained strategic focus on developing and enhancing this segment.
Costs of revenues
Costs of revenues from the company’s continuing operations for the three months ended September30, 2025 and 2024 were $41,040 and $53,698, respectively. We had $nil cost of sales for products and $41,040 cost for OEM service revenue for the three months ended September 30, 2025. We had $8,005 cost of sales for products and $45,693 cost for OEM service revenue for the three months ended September 30, 2024.
Gross profit
For the factors mentioned above, the gross profits from the company’s continuing operations for the three months ended September 30, 2025 and 2024 were $95,760 and $80,992, respectively. Although total revenue for the three months ended September 30, 2025 did not change significantly compared to the same period in 2024, the gross profit margin increased. The improvement was primarily due to the Company’s continued strategic focus on OEM service revenue rather than product sales, which generally yields a higher gross profit percentage.
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Operating expenses
Selling expenses consisted mainly of advertising, show expenses, products marketing, shipping expenses, and promotion expenses. Selling expenses from the company’s continuing operations for the three months ended September 30, 2025 and 2024 were $650 and $nil, respectively.
General and administrative expenses consisted 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 $80,857 for the three months ended September 30, 2025, compared to $227,440 for the three months ended September 30, 2024, a decrease of $146,583 or 64.45%, the decrease was mainly due to decreased office rent by $167,492, decreased consultant fee by $2,011, decreased commercial and worker’s compensation insurance expenses by $2,485, and decreased legal and accounting fee by $3,050, which was partly offset by increased salary expense by $27,164.
Other income (expenses), net
Other expenses from the company’s continuing operations was $1,255 and $1,053,045 for the three months ended September 30, 2025 and 2024, respectively. For the three months ended September 30, 2025, other expenses mainly consisted of interest expense of $556 and other expenses of $699. For the three months ended September 30, 2024, other expenses mainly consisted of interest expense of $536, loss of $1,052,509 from security deposit forfeiture due to early termination of the lease.
Net income (loss) from continuing operations
We had a net income of $12,998 from the company’s continuing operations for the three months ended September 30, 2025, compared to net loss of $1,199,493 for the three months ended September 30, 2024, an increase of $1,212,491 or 101.08%.
Liquidity and Capital Resources
As of September 30, 2025, from the company’s continuing operations, we had cash and equivalents of $28,741, other current assets of $155,637, other current liabilities of $3,230,021, working capital deficit of $3,045,643, a current ratio of 0.06:1. As of December 31, 2024, from the company’s continuing operations, we had cash and equivalents of $1,371, other current assets of $279,321, other current liabilities of $2,802,700, working capital deficit of $2,522,008, a current ratio of 0.10:1.
The following is a summary of cash provided by or used in each of the indicated types of activities during the nine months ended September 30, 2025, and 2024, respectively.
| 2025 | 2024 | |||||||
| Net cash provided by operating activities for continuing operations | $ | 328,701 | $ | 337,576 | ||||
| Net cash used in operating activities for discontinued operations | - | (136,777 | ) | |||||
| Net cash provided by operating activities | 328,701 | 200,799 | ||||||
| Net cash provided by investing activities for continuing operations | - | - | ||||||
| Net cash provided by investing activities for discontinued operations | - | - | ||||||
| Net cash provided by investing activities | - | - | ||||||
| Net cash used in financing activities for continuing operations | (301,331 | ) | (161,658 | ) | ||||
| Net cash used in financing activities for discontinued operations | - | (9,323 | ) | |||||
| Net cash used in provided by financing activities | $ | (301,331 | ) | $ | (170,981 | ) | ||
Net cash provided by operating activities for continuing operations
Net cash provided by operating activities for continuing operations was $328,701 for the nine months ended September 30, 2025, compared to net cash provided by operating activities for continuing operations of $337,576 for the nine months ended September 30, 2024. The decrease of cash inflow of $8,875 from operating activities of continuing operations for the nine months ended September 30, 2025 was principally attributable to decreased cash inflow from receivable from sale of BEP by $300,000 as the payment was received in 2024, decreased cash inflow from accounts payable by $26,786, and decreased cash inflow from accrued liability and other payables by $533,599, partly offset by increased cash inflow on accounts receivable by $65,625, increased cash inflow on prepaid expenses and other receivables by $385,090, increased cash inflow on customer deposit by $496,524.
22
Net cash used in financing activities for continuing operations
Net cash used in financing activities for continuing operations was $301,331 for the nine months ended September 30, 2025, compared to net cash used in financing activities for continuing operations of $161,658 for the nine months ended September 30, 2024. The net cash used in financing activities for the nine months ended September 30, 2025 mainly consisted of $943,800 loan repayment to one major shareholder (also the senior officer) and payment of government loan of $981, partly offset by proceeds of $643,450 loan from the major shareholder (also the senior officer). The net cash used in financing activities for nine months ended September 30, 2024 mainly consisted of $461,800 loan repayment to one major shareholder (also the senior officer), decreased bank overdraft of $9,436, and repayment of government loan of $922, partly offset by proceeds of $310,500 loan from the major shareholder (also the senior officer),
Our current liabilities exceed current assets at September 30, 2025, and we incurred substantial losses. We may have difficulty meeting upcoming cash requirements. As of September 30, 2025, our principal source of funds was loans from an officer (also is the Company’s major shareholder). As of September 30, 2025, 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 $288 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 September 30, 2025, the future minimum EIDL loan payments from the company’s continuing operations to be paid by year are as follows:
| Year Ending | Amount | |||
| (unaudited) | ||||
| September 30, 2026 | $ | 1,314 | ||
| September 30, 2027 | 1,391 | |||
| September 30, 2028 | 1,444 | |||
| September 30, 2029 | 1,498 | |||
| September 30, 2030 | 1,554 | |||
| Thereafter | 50,605 | |||
| Total | $ | 57,806 | ||
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.
23
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 Officer, Yin Yan, and Chief Financial Officer, William Sluss, are 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, 2025, 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 not 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. Ms. Yan and Mr. Sluss will continue to work on implementing controls and procedures to remedy this matter.
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 September 30, 2025, our ICFR were not effective at the reasonable assurance level based on those criteria. Management will continue to work to develop ICFR and controls over our reporting procedures.
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 September 30, 2025, 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, 2025 that have materially affected or are reasonably likely to materially affect, our internal control over financial reporting.
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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 | ||||||||||
25
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: | November 10, 2025 | |
| /s/ William E. Sluss | ||
| By: | William E. Sluss | |
| Its: | Chief Financial Officer | |
| Dated: | November 10, 2025 | |
26