10-Q/A: Bio Essence Corp. Amends Quarterly Report, Cites iXBRL Data Incorporation
Quarterly Report Amendment
Bio Essence Corp. files an amended quarterly report on Form 10-Q/A to include iXBRL data, with the rest of the report remaining unchanged.
Summary
- Bio Essence Corp. filed an amended quarterly report on Form 10-Q/A for the period ended June 30, 2024, to incorporate iXBRL data.
- The original report's content remains unchanged.
- The company's net loss from continuing operations for the six months ended June 30, 2024, was $338,665, compared to $116,507 for the same period in 2023.
- Revenue from continuing operations for the six months ended June 30, 2024, was $41,695, compared to $0 in 2023.
- The company had an accumulated deficit of $9,222,214 from continuing operations as of June 30, 2024.
- The company sold its subsidiaries BEP and BEH for $300,000 and $400,000, respectively.
- The company dissolved its subsidiary McBE Pharma Inc. on April 15, 2024.
- The company is seeking business opportunities, including expanding OEM business and potential acquisitions.
- Management intends to raise funds through private or public offerings or loans.
- As of June 30, 2024, the company's cash and equivalents were $9,489, and it had a working capital deficit of $2,192,611.
- The company's ability to continue as a going concern is dependent on generating sufficient revenue and raising additional funds.
- The company had loans from a major shareholder totaling $1,365,246 as of June 30, 2024.
- The company had net operating loss carry-forwards for federal and California income tax purposes of $2.22 million and $2.27 million, respectively, as of June 30, 2024.
Sentiment
Score: 3
Explanation: The sentiment is negative due to the increased net loss, accumulated deficit, going concern uncertainty, and reliance on related party loans; however, the company is taking steps to improve its financial situation by disposing of non-profitable subsidiaries and seeking new business opportunities.
Positives
- The company generated $41,695 in revenue from continuing operations for the six months ended June 30, 2024, compared to no revenue in the same period last year.
- The company disposed of non-profitable subsidiaries BEH and BEP, generating gains of $377,752 and $67,451 respectively.
- The company is actively seeking other business opportunities, including expanding OEM business and looking for potential acquisition targets.
Negatives
- The company incurred a net loss of $338,665 from continuing operations for the six months ended June 30, 2024, which is higher than the $116,507 loss in the same period of 2023.
- The company has a significant accumulated deficit of $9,222,214 from continuing operations as of June 30, 2024.
- The company has a working capital deficit of $2,192,611 as of June 30, 2024.
- The company's auditors have raised substantial doubt about its ability to continue as a going concern.
Risks
- The company's ability to continue as a going concern is dependent on generating sufficient revenue and raising additional funds, and there is no assurance that it will be able to do so.
- The company may have difficulty meeting upcoming cash requirements.
- The company's principal source of funds is loans from an officer, which may not be sustainable.
- The company's lack of liquidity could have a material adverse effect on its business viability, financial position, results of operations, and cash flows.
Future Outlook
The company plans to increase 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.
Industry Context
The health supplement industry is competitive, with companies constantly seeking to innovate and expand their product offerings; Bio Essence's strategy of focusing on OEM services and potential acquisitions aligns with industry trends of diversification and growth through strategic partnerships.
Comparison to Industry Standards
- It is difficult to compare Bio Essence Corp.'s results to industry standards without knowing the specific niche within the health supplement market they operate in.
- However, the company's reliance on loans from officers and its negative working capital position are generally not considered healthy financial indicators compared to industry benchmarks.
- Companies like Herbalife Nutrition and Amway, which operate in the health and wellness MLM space, typically have stronger balance sheets and more diversified funding sources.
Related Party Transactions
- At June 30, 2024 and December 31, 2023, the Company held loans from one major shareholder (also the Company's senior officer) for $1,365,246 and $1,180,046, respectively.
- At June 30, 2024 and December 31, 2023, the Company held loan from another major shareholder for $608,631 for settling the litigation.
Stakeholder Impact
- Shareholders may be concerned about the company's increased net loss, accumulated deficit, and going concern uncertainty.
- Employees may be concerned about the company's financial stability and potential job security.
- Creditors may be concerned about the company's ability to repay its debts.
- Customers may be concerned about the company's ability to continue providing products and services.
Next Steps
- The company plans to strengthen its sales force and increase marketing and promotion activities.
- The company intends to raise additional funds through private or public offerings or loans.
- The company will continue to explore other options to provide additional financing to fund future operations.
Key Dates
| Date | Description |
|---|---|
| 2000 | Bio Essence Corporation was incorporated in the state of California. |
| 2010 | Fusion Diet Systems (FDS) was incorporated in the state of Utah. |
| 2016 | Bio Essence and FDS have been under common control since 2016. |
| 2017-01 | Bio Essence incorporated two subsidiaries in the state of California: Bio Essence Pharmaceutical Inc. (BEP) and Bio Essence Herbal Essentials, Inc. (BEH). |
| 2017-03-01 | The 100% shareholder of FDS transferred all of her ownership in FDS to Bio Essence. |
| 2020-05 | BEH, BEP and FDS received total of $215,600 from the Economic Injury Disaster Loan (EIDL loan) from the SBA. |
| 2020-06 | BEH, BEP and FDS received total of $215,600 from the Economic Injury Disaster Loan (EIDL loan) from the SBA. |
| 2021-06 | BEP entered a loan agreement of $14,549 for purchasing a videojet. |
| 2021-09 | BEP entered another loan agreement of $39,218 for purchasing a spectrophotometer workstation. |
| 2021-12-07 | The Company dissolved FDS. |
| 2021-12-12 | Bio Essence incorporated a wholly owned subsidiary McBE Pharma Inc. (McBE) in the state of California. |
| 2022-03-15 | The company entered two 39-months lease for two copiers with same vendor for a monthly payment of $234 and $214, respectively. |
| 2022-06-24 | The company entered two leases for two forklifts with a term of 60 months for each, and the monthly payment was $383 and $451, respectively. |
| 2023-05-31 | The Board of Directors of Bio Essence Corp. approved a debt-to-equity conversion. |
| 2023-06-02 | The Board of Directors of the Company executed the Consent Resolution. |
| 2023-09-01 | The monthly rent is approximately $47,100 with a 3% increase each year. |
| 2023-12-12 | The Company entered into an agreement with Newways Inc. to sell the 100% equity ownership of BEP for $300,000. |
| 2023-12-31 | The transaction with Newways Inc. was closed. |
| 2024-03-28 | The Company entered into an agreement with Health Up Inc. to sell the 100% equity ownership of BEH for $400,000. |
| 2024-04-01 | The transaction with Health Up Inc. was closed. |
| 2024-04-15 | The Company dissolved McBE. |
| 2024-06-30 | End of the quarterly period. |
| 2024-08-19 | The Board of Directors concluded that the Company's previously issued financial statements for the quarter ending March 31, 2024 would need to be restated and could no longer be relied upon. |
| 2024-08-21 | Date of the report. |
Keywords
financial statements, going concern, net loss, revenue, subsidiaries, iXBRL, Bio Essence Corp
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