Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2024 | May 17, 2024 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Interactive Data Current | Yes | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2024 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Entity Information [Line Items] | ||
Entity Registrant Name | BIO ESSENCE CORP. | |
Entity Central Index Key | 0001723059 | |
Entity File Number | 333-232839 | |
Entity Tax Identification Number | 94-3349551 | |
Entity Incorporation, State or Country Code | CA | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | false | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Contact Personnel [Line Items] | ||
Entity Address, Address Line One | 12 Chrysler | |
Entity Address, Address Line Two | Unit B | |
Entity Address, City or Town | Irvine | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 92618 | |
Entity Phone Fax Numbers [Line Items] | ||
City Area Code | (949) | |
Local Phone Number | 706-9966 | |
Entity Listings [Line Items] | ||
Title of 12(b) Security | N/A | |
No Trading Symbol Flag | true | |
Security Exchange Name | NONE | |
Entity Common Stock, Shares Outstanding | 38,009,000 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
CURRENT ASSETS | ||
Cash and equivalents | $ 23 | |
Other receivables | 650,593 | 203,197 |
Total current assets | 650,616 | 203,197 |
NONCURRENT ASSETS | ||
Security deposit | 52,545 | 52,545 |
Right-of-use assets, net | 1,427,918 | |
Property and equipment, net | 238 | 3,688 |
Intangible assets, net | 509 | 567 |
Total non-current assets | 53,292 | 1,484,718 |
Assets classified as held for sale | 973,862 | |
TOTAL ASSETS | 703,908 | 2,661,777 |
CURRENT LIABILITIES | ||
Bank overdraft | 9,436 | |
Accounts payable | 13,006 | 12,453 |
Accrued liabilities and other payables | 88,296 | 40,897 |
Accrued interest on government loans | 2,359 | 2,377 |
Operating lease liabilities | 495,217 | |
Government loans payable - current portion | 1,319 | 4,596 |
Loan from shareholders | 1,979,377 | 1,788,677 |
Total current liabilities | 2,084,357 | 2,353,653 |
NONCURRENT LIABILITIES | ||
Operating lease liabilities | 938,409 | |
Government loans payable | 56,093 | 53,120 |
Total non-current liabilities | 56,093 | 991,529 |
Liabilities classified as held for sale | 976,889 | |
TOTAL LIABILITIES | 2,140,450 | 4,322,071 |
COMMITMENTS AND CONTINGENCIES | ||
STOCKHOLDERS’ DEFICIT | ||
Preferred stock $0.0001 par value; authorized shares 10,000,000, no shares issued and outstanding as of March 31, 2024 and December 31, 2023 | ||
Common stock $0.0001 par value; authorized shares 100,000,000; issued and outstanding shares 38,009,000 as of March 31, 2024 and December 31, 2023 | 3,801 | 3,801 |
Additional paid in capital | 7,476,379 | 7,476,379 |
Accumulated deficit | (8,916,722) | (9,140,474) |
TOTAL STOCKHOLDERS’ DEFICIT | (1,436,542) | (1,660,294) |
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ 703,908 | $ 2,661,777 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 38,009,000 | 38,009,000 |
Common stock, shares outstanding | 38,009,000 | 38,009,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Statement [Abstract] | ||
Revenues | ||
Cost of revenues | ||
Gross profit | ||
Operating expenses | ||
General and administrative | 62,015 | 24,310 |
Total operating expenses | 62,015 | 24,310 |
Loss from operations | (62,015) | (24,310) |
Other income (expenses) | ||
Interest expense | (542) | (554) |
Other income | 32,500 | 1,800 |
Other expenses | (3,116) | |
Other income, net | 28,842 | 1,246 |
Loss before income taxes | (33,173) | (23,064) |
Income tax expense | ||
Net loss from continuing operations | (33,173) | (23,064) |
Loss from discontinued operations | (120,827) | (155,772) |
Gain from disposal of discontinued operations | 377,752 | |
Net income (loss ) | $ 223,752 | $ (178,836) |
Basic weighted average shares outstanding (in Shares) | 38,009,000 | 33,009,000 |
Basic net loss per share (in Dollars per share) | $ 0.01 | $ (0.01) |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Unaudited) (Parentheticals) - $ / shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Statement [Abstract] | ||
Diluted weighted average shares outstanding | 38,009,000 | 33,009,000 |
Diluted net loss per share | $ 0.01 | $ (0.01) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders’ Deficit (Unaudited) - USD ($) | COMMON STOCK | ADDITIONAL PAID IN CAPITAL | ACCUMULATED DEFICIT | Total |
Balance at Dec. 31, 2022 | $ 3,301 | $ 4,926,879 | $ (8,168,595) | $ (3,238,415) |
Balance (in Shares) at Dec. 31, 2022 | 33,009,000 | |||
Net income (loss) for the period | (178,836) | (178,836) | ||
Balance at Mar. 31, 2023 | $ 3,301 | 4,926,879 | (8,347,431) | (3,417,251) |
Balance (in Shares) at Mar. 31, 2023 | 33,009,000 | |||
Balance at Dec. 31, 2023 | $ 3,801 | 7,476,379 | (9,140,474) | (1,660,294) |
Balance (in Shares) at Dec. 31, 2023 | 38,009,000 | |||
Net income (loss) for the period | 223,752 | 223,752 | ||
Balance at Mar. 31, 2024 | $ 3,801 | $ 7,476,379 | $ (8,916,722) | $ (1,436,542) |
Balance (in Shares) at Mar. 31, 2024 | 38,009,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income (loss) from continuing operations (Including gain on disposal of subsidiary $377,752) | $ 344,579 | $ (23,064) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Depreciation and amortization | 497 | 2,480 |
Operating lease expense | 41,391 | |
Loss on disposal of fixed assets | 3,012 | |
Gain on disposal of subsidiary | (377,752) | |
Changes in assets / liabilities: | ||
Other receivable | (47,398) | |
Accounts payable | 554 | (12,544) |
Accrued liabilities and other payables | 47,399 | (1,800) |
Accrued interest | (18) | (17) |
Payment on lease liabilities | (47,100) | |
Net cash used in continuing operations | (34,836) | (34,945) |
Net cash used in discontinued operations | (136,777) | (196,778) |
Net cash used in operating activities | (171,613) | (231,723) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Bank overdraft | (9,436) | 765 |
Repayment of government loans | (305) | (293) |
Loan from shareholder | 190,700 | 215,611 |
Net cash provided by continuing operations | 180,959 | 216,083 |
Net cash used in (provided by) discontinued operations | (9,323) | 9,505 |
Net cash provided by financing activities | 171,636 | 225,588 |
NET DECREASE IN CASH & EQUIVALENTS | 23 | (6,135) |
CASH & CASH EQUIVALENTS, BEGINNING OF PERIOD | 6,262 | |
CASH & EQUIVALENTS, END OF PERIOD | 23 | 127 |
Supplemental Cash Flow Data: | ||
Income tax paid | ||
Interest paid | $ 4,696 | $ 5,883 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Unaudited) (Parentheticals) | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Statement of Cash Flows [Abstract] | |
Gain on disposal of subsidiary | $ 377,752 |
Organization and Description of
Organization and Description of Business | 3 Months Ended |
Mar. 31, 2024 | |
Organization and Description of Business [Abstract] | |
ORGANIZATION AND DESCRIPTION OF BUSINESS | 1. ORGANIZATION AND DESCRIPTION OF BUSINESS Bio Essence Corporation (“the Company” or “Bio Essence”) was incorporated in 2000 in the state of California. Fusion Diet Systems (“FDS”) was incorporated in 2010 in the state of Utah. Bio Essence and FDS were under common control since 2016. Bio Essence and FDS are mainly engaged in manufacturing and distributing health supplement products. In January 2017, Bio Essence incorporated two subsidiaries in the state of California: Bio Essence Pharmaceutical Inc. (“BEP”) and Bio Essence Herbal Essentials, Inc. (“BEH”), Bio Essence transferred its manufacturing operation to BEP, and transferred its distributing operation to BEH. On March 1, 2017, the 100% shareholder of FDS transferred all of her ownership in FDS to Bio Essence. On December 7, 2021, the Company dissolved FDS. On November 12, 2021, Bio Essence incorporated a wholly owned subsidiary McBE Pharma Inc. (“McBE”) in the state of California, McBE will be engaged in developing, manufacturing and sales of prescription medicine. McBE has not engaged in any operations since its inception. On December 12, 2023, the Company entered into an agreement with Newways Inc. to sell the 100% equity ownership of BEP for $300,000. On March 28, 2024, the Company entered into an agreement with Health Up Inc. to sell the 100% equity ownership of BEH for $400,000. On April 15, 2024, the Company dissolved McBE. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2024 | |
Summary of Significant Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Consolidation The accompanying consolidated financial statements (“CFS”) are prepared in conformity with U.S. Generally Accepted Accounting Principles (“US GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. The functional currency of Bio Essence is U.S. dollars (“$’’). The accompanying financial statements are presented in U.S. dollars (“$”). The consolidated financial statements include the financial statements of the Company and its subsidiaries, BEH (up to disposal date), and McBE (up to dissolution date). All significant inter-company transactions and balances were eliminated in consolidation. Reclassification Certain prior period accounts have been reclassified in conformity with the current period’s presentation. These reclassifications had no impact on the reported results of operations and cash flows. Going Concern The Company incurred net losses of $33,173 and $23,064 from the company’s continuing operations for the three months ended March 31, 2024 and 2023, respectively. The Company also had an accumulated deficit of $8,916,722 from the company’s continuing operations as of March 31, 2024. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company plans to increase its income by strengthening its sales force, providing attractive sales incentive program, 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. Leases The Company follows ASC 842 and determines if an arrangement is a lease or contains a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, and operating lease liabilities (current and non-current) in the Company’s consolidated balance sheets. Finance leases are included in property and equipment, and finance lease liabilities (current and non-current) in the Company’s consolidated balance sheets. ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company generally uses the incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company elected the package of practical expedients permitted under the transition guidance to combine the lease and non-lease components as a single lease component for operating leases associated with the Company’s office space lease, and to keep leases with an initial term of 12 months or less off the balance sheet and recognize the associated lease payments in the consolidated statements of income on a straight-line basis over the lease term. ROU assets are reviewed for impairment when indicators of impairment are present. ROU assets from operating and finance leases are subject to the impairment guidance in ASC 360, Property, Plant, and Equipment, as ROU assets are long-lived nonfinancial assets. The Company recognized no impairment of ROU assets as of March 31, 2024 and December 31, 2023. Cash and Equivalents For financial statement purposes, the Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. Accounts Receivable The Company’s policy is to maintain an allowance for potential credit losses on accounts receivable. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy of these reserves. As of March 31, 2024 and December 31, 2023, the bad debt allowance was $ nil nil Inventory Inventories are stated at the lower of cost or net realizable value with cost determined on a weighted-average basis. Management compares the cost of inventories with the net realizable value and an allowance is made for writing down their inventories to net realizable value, if lower. Property and Equipment Property and equipment are stated at cost, less accumulated depreciation, and impairment losses, if any. Major repairs and betterments that significantly extend original useful lives or improve productivity are capitalized and depreciated over the period benefited. Maintenance and repairs are expensed as incurred. When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts, and any gain or loss is included in operations. Depreciation of property and equipment is provided using the straight-line method for substantially all assets as follows: Leasehold improvements 7-10 years Office furniture 5 years Impairment of Long-Lived Assets Long-lived assets, which include property and equipment and intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of long-lived assets to be held and used is measured by comparing of the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by it. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds its fair value (“FV”). FV is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable. Based on its review, the Company believes that, as of March 31, 2024 and December 31, 2023, there was no significant impairments of its long-lived assets. Income Taxes Income taxes are accounted for using an asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current period and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets also include the prior years’ net operating losses carried forward. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized. The Company follows ASC Topic 740, which prescribes a more-likely-than-not threshold for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740 also provides guidance on recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, accounting for income taxes in interim periods, and income tax disclosures. Under the provisions of ASC Topic 740, when tax returns are filed, it is likely that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50% likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Interest associated with unrecognized tax benefits is classified as interest expense and penalties are classified in selling, general and administrative expenses in the statement of income. At March 31, 2024 and December 31, 2023, the Company did not take any uncertain positions that would necessitate recording a tax related liability. The Company files a U.S. income tax return. With few exceptions, the Company’s U.S. income tax return filed for the years ending on December 31, 2019 and thereafter are subject to examination by the relevant taxing authorities. The Company accounts for income taxes in interim periods in accordance with FASB ASC 740-270, “Interim Reporting.” The Company has determined an estimated annual effective tax rate. The rate will be revised, if necessary, as of the end of each successive interim period during the Company’s fiscal year to its best current estimate. The estimated annual effective tax rate is applied to the year-to-date ordinary income (or loss) at the end of the interim period. Revenue Recognition The Company recognizes revenues following the five-step model prescribed under ASC 606: (i) identify contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenues when (or as) we satisfy the performance obligation. Revenue is measured at the amount of consideration we expect to receive in exchange for the sale of our product, which occurs at a point in time, typically upon delivery to the customer. The Company expenses incremental costs of obtaining a contract as and when incurred if the expected amortization period of the asset that it would have recognized is one year or less or the amount is immaterial. Revenues from sales of goods are measured at net of reserves established for applicable discounts and allowances that are offered within contracts with the Company’s customers, and are recognized when the goods are delivered to the customers. Product revenue reserves, which are classified as a reduction in product revenues, are generally characterized in the following categories: discounts, returns and rebates. These reserves are based on estimates of the amounts earned or to be claimed on the related sales and are classified as reductions of accounts receivable as the amount is payable to the Company’s customers. Revenues from manufacture services are recognized when the manufacture process is completed pursuant to the customers’ requirement and the manufactured goods were delivered to the customers. The Company’s return policy allows for the return of damaged or defective products and shipment errors. A notice of damage or wrong items should make within five days from receiving the goods, and actual return of the products must be completed within 30 days from the date of receiving the goods. Delayed notification for damaged or wrong products will not be accepted for return or exchange. Custom formulas and capsules are not returnable. The amount for return of products was immaterial for the three months ended March 31, 2024 and 2023. Cost of Revenue Cost of goods sold (“COGS”) consists primarily of finished goods purchased from other manufacturers, material costs, labor costs and related overhead that are directly attributable to the production of the products. Write-down of inventory to lower of cost or net realizable value is also recorded in COGS. Cost of manufacture service consists primarily of direct labor costs and related overhead that are directly attributable to the manufacture process. Shipping and Handling Costs Shipping and handling costs related to delivery of finished goods are included in selling expenses. During the three months ended March 31, 2024 and 2023, shipping and handling costs from continuing operations were $ nil nil During the three months ended March 31, 2024 and 2023, shipping and handling costs were from discontinued operations amounted $8,009 and $9,416, respectively. Advertising Advertising expenses consist primarily of costs of promotion and marketing for the Company’s image and products, and costs of direct advertising, and are included in selling expenses. The Company expenses all advertising costs as incurred. During the three months ended March 31, 2024 and 2023, advertising expenses from continuing operations were $ nil nil Fair Value (“FV”) of Financial Instruments Certain of the Company’s financial instruments, including cash and equivalents, accrued liabilities and accounts payable, carrying amounts approximate their FV due to their short maturities. FASB ASC Topic 825, “Financial Instruments,” requires disclosure of the FV of financial instruments held by the Company. The carrying amounts reported in the balance sheets for current liabilities each qualify as financial instruments and are a reasonable estimate of their FV because of the short period of time between the origination of such instruments and their expected realization and the current market rate of interest. Fair Value Measurements and Disclosures ASC Topic 820, “Fair Value Measurements and Disclosures,” defines FV, and establishes a three-level valuation hierarchy for disclosures of FV measurement that enhances disclosure requirements for FV measures. The three levels are defined as follow: ● Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. ● Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. ● Level 3 inputs to the valuation methodology are unobservable and significant to the FV measurement. As of March 31, 2024 and December 31, 2023, the Company did not identify any assets and liabilities that are required to be presented on the balance sheet at FV. The carrying value of cash, accounts receivable, prepaid expenses, advances to suppliers, accounts payable, taxes payable, other payables and accrued liabilities approximate estimated fair values because of their short maturities. Share-based Compensation The Company accounts for share-based compensation awards in accordance with ASC 718, “Compensation – Stock Compensation”. The cost of services received from employees and non-employees in exchange for awards of equity instruments is recognized in the consolidated statement of operations based on the estimated fair value of those awards on the grant date and amortized on a straight-line basis over the requisite service period or vesting period. The Company records forfeitures as they occur. Earnings (Loss) per Share (EPS) Basic EPS is computed by dividing net income by the weighted average number of common shares outstanding for the period. Diluted EPS is computed similar to basic net income per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if all the potential common shares pertaining to warrants, stock options, and similar instruments had been issued and if the additional common shares were dilutive. Diluted EPS are based on the assumption that all dilutive convertible shares and stock options and warrants were converted or exercised. Dilution is computed by applying the treasury stock method for the outstanding unvested restricted stock, options and warrants, and the if-converted method for the outstanding convertible instruments. Under the treasury stock method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later) and as if funds obtained thereby were used to purchase common stock at the average market price during the period. Under the if-converted method, outstanding convertible instruments are assumed to be converted into common stock at the beginning of the period (or at the time of issuance, if later). There were no potentially dilutive securities outstanding (options and warrants) for the three months ended March 31, 2024 and 2023. Concentration of Credit Risk Financial instruments that potentially subject the Company to credit risk consist primarily of accounts and other receivables. The Company does not require collateral or other security to support these receivables. The Company conducts periodic reviews of the financial condition and payment practices of its customers to minimize collection risk on accounts receivable. For the three months ended March 31, 2024, the company had no major customer accounted for 10% of the Company’s total sales. For the three months ended March 31, 2023, the company had one major customer accounted for 34% of the Company’s total sales. For the three months ended March 31, 2024, the Company had no major vendors accounted for 10% of the Company’s total purchases. For the three months ended March 31, 2023, the Company had three major vendors accounted for 22%, 20% and 17%, respectively, of the Company’s total purchases. Segment Reporting ASC Topic 280, “Segment Reporting,” requires use of the “management approach” model for segment reporting. The management approach model is based on the way a company’s chief operating decision maker organizes segments within the Company for making operating decisions assessing performance and allocating resources. Reportable segments are based on products and services, geography, legal structure, management structure, or any other manner in which management disaggregates a company. Management determined the Company’s operations constitute a single reportable segment in accordance with ASC 280. The Company operates exclusively in one business and industry segment: manufacture and sale of health supplement products. New Accounting Pronouncements In November 2023, the FASB issued ASU 2023-07, the amendments in the ASU are intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss. In addition, the amendments enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment, and contain other disclosure requirements. The purpose of the amendments is to enable “investors to better understand an entity’s overall performance” and assess “potential future cash flows.” The amendments in ASU 2023-07 are effective for all public entities for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company’s management does not believe the adoption of ASU 2023-09 will have a material impact on its financial statements and disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which requires disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company’s management does not believe the adoption of ASU 2023-09 will have a material impact on its financial statements and disclosures. The Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s consolidated financial position, statements of comprehensive income and cash flows. |
Discontinued Operations
Discontinued Operations | 3 Months Ended |
Mar. 31, 2024 | |
Discontinued Operations [Abstract] | |
DISCONTINUED OPERATIONS | 3. DISCONTINUED OPERATIONS On December 12, 2023, the Company entered into a Stock Purchase Agreement (“SPA”) with Newways, Inc., a California corporation (“Newways”) whereby the Company agreed to sell to Newways its wholly owned subsidiary, BEP, in exchange for cash consideration of $300,000. The transaction was closed on December 31, 2023. The Company recorded $67,451 gain on disposal of the subsidiary, which was the difference between the selling price of $300,000 and the carrying value of the net assets of $232,549 of the disposal entity. The following table summarizes the carrying value of the assets and liabilities of BEP at December 31, 2023 and 2022. AS OF AS OF 2023 2022 ASSETS CURRENT ASSETS Accounts receivable, net $ 143,164 $ 39,843 Other receivable 710,084 604,785 Prepaid expenses 7,288 4,114 Advance to suppliers - 1,987 Inventory, net 5,266 59,202 Total current assets 865,802 709,931 NONCURRENT ASSETS Property and equipment, net 208,241 193,621 Intangible assets, net - - Total non-current assets 208,241 193,621 TOTAL ASSETS $ 1,074,043 $ 903,552 LIABILITIES CURRENT LIABILITIES Bank overdraft $ 7,806 $ 21,815 Accounts payable 27,884 23,029 Taxes payable 9,993 4,121 Accrued liabilities and other payables 727,657 687,045 Accrued interest on government loans 592 599 Finance lease liabilities 11,003 10,278 Loan payables 10,340 11,954 Total current liabilities 795,275 758,841 NONCURRENT LIABILITIES Finance lease liabilities 24,643 35,646 Loan payables 15,221 25,561 Government loans payable 6,355 6,489 Total non-current liabilities 46,219 67,696 TOTAL LIABILITIES $ 841,494 $ 826,537 On March 28, 2024, the Company entered into a Stock Purchase Agreement (“SPA”) with Health Up Inc., a California corporation (“HUT”), whereby the Company agreed to sell to HUT its wholly owned subsidiary, BEH, in exchange for cash consideration of $400,000. The transaction was closed on April 1, 2024. The Company recorded $377,752 gain on disposal of the subsidiary, which was the difference between the selling price of $400,000 and the carrying value of the net assets of $22,248 of the disposal entity. The following table summarizes the carrying value of the assets and liabilities of BEH at March 31, 2024 and December 31, 2023. AS OF AS OF ASSETS CURRENT ASSETS Cash and equivalents $ 114 $ 114 Accounts receivable, net 43,164 35,093 Other receivables 877,749 716,281 Prepaid expenses 52,419 5,633 Security deposit 5,364 41,841 Inventory, net 184,590 143,259 Total current assets 1,163,400 942,221 NONCURRENT ASSETS Property and equipment, net 92,274 31,641 Right-of-use assets, net 112,213 - Total non-current assets 204,487 31,641 TOTAL ASSETS $ 1,367,887 $ 973,862 LIABILITIES CURRENT LIABILITIES Bank overdraft $ 2,532 $ 5,429 Accounts payable 183,170 157,475 Taxes payable 14,515 6,909 Accrued liabilities and other payables 841,390 608,901 Accrued interest on government loans 13,603 13,647 Finance lease liabilities 2,694 2,660 Operating Lease liability 50,331 - Loan from officer 29,000 34,000 Total current liabilities 1,137,235 829,021 NONCURRENT LIABILITIES Finance lease liabilities 695 1,381 Operating Lease liability 61,996 - Government loans payable 145,714 146,487 Total non-current liabilities 208,405 147,868 TOTAL LIABILITIES $ 1,345,640 $ 976,889 The operations of BEP and BEH was accounted for as discontinued operations in the accompanying consolidated financial statements for all periods presented. The following table presents the components of discontinued operations reported in the consolidated statements of operations: For the three months ended 2024 2023 Revenue, Net $ 153,865 $ 341,329 Cost of Revenues 76,592 173,299 Gross Profit 77,273 168,030 Operating Expenses 192,652 317,904 Loss from Operations (115,379 ) (149,874 ) Other Income (Expenses) Interest expense (4,154 ) (5,270 ) Financial expense - (976 ) Other income (expenses) (1,294 ) 348 Total Other Expenses (5,448 ) (5,898 ) Loss Before Income Taxes (120,827 ) (155,772 ) Income Tax Expense - - Net Loss from Discontinued Operations $ (120,827 ) $ (155,772 ) |
Inventory
Inventory | 3 Months Ended |
Mar. 31, 2024 | |
Inventory [Abstract] | |
INVENTORY | 4. INVENTORY Inventory from the company’s continuing operations was $ nil nil As of March 31, 2024 and December 31, 2023, the total inventory from discontinued operation was $184,590 and $148,525, respectively. |
Security Deposit
Security Deposit | 3 Months Ended |
Mar. 31, 2024 | |
Security Deposit [Abstract] | |
SECURITY DEPOSIT | 5. SECURITY DEPOSIT As of March 31, 2024 and December 31, 2023, the security deposit from the company’s continuing operations was for rent of the Company’s warehouse of $52,545 and $52,545, respectively. The Company made a deposit of $50,000 for a new lease that was effective on September 1, 2023. As of March 31, 2024 and December 31, 2023, the security deposit from the company’s discontinued operations was for rent of the Company’s office of $5,364 and $41,841, respectively. |
Property and Equipment, Net
Property and Equipment, Net | 3 Months Ended |
Mar. 31, 2024 | |
Property and Equipment, Net [Abstract] | |
PROPERTY AND EQUIPMENT, NET | 6. PROPERTY AND EQUIPMENT, NET Property and equipment from the company’s continuing operations consisted of the following at March 31, 2024 and December 31, 2023: March 31, December 31, Leasehold improvements $ - $ 3,614 Office furniture and equipment 56,505 56,505 Total 56,505 60,119 Less: accumulated depreciation (56,267 ) (56,431 ) Net $ 238 $ 3,688 Depreciation expense for the three Months ended March 31, 2024 and 2023 from the company’s continuing operations was $439 and $2,421, respectively. As of March 31, 2024 and December 31, 2023, the net total property and equipment from discontinued operations was $92,274 and $243,333, respectively. |
Intangible Assets, Net
Intangible Assets, Net | 3 Months Ended |
Mar. 31, 2024 | |
Intangible Assets, Net [Abstract] | |
INTANGIBLE ASSETS, NET | 7. INTANGIBLE ASSETS, NET Intangible assets from the company’s continuing operations consisted of the following as of March 31, 2024 and December 31, 2023: March 31, December 31, Computer Software $ 36,928 $ 36,928 Trademark 2,350 2,350 Total 39,278 39,278 Less: accumulated amortization (38,769 ) (38,711 ) Net $ 509 $ 567 Amortization of intangible assets from the company’s continuing operations was $58 and $58 for the three months ended March 31, 2024 and 2023, respectively. Estimated amortization for the existing intangible assets with finite lives from the company’s continuing operations for each of the next five years at March 31, 2024 is as follows: $232, $232 and $45. |
Taxes Payable
Taxes Payable | 3 Months Ended |
Mar. 31, 2024 | |
Taxes Payable [Abstract] | |
TAXES PAYABLE | 8. TAXES PAYABLE Taxes payable from the company’s continuing operations at March 31, 2024 and December 31, 2023, was for sales tax and payroll tax payable of $ nil nil |
Accrued Liabilities and Other P
Accrued Liabilities and Other Payables | 3 Months Ended |
Mar. 31, 2024 | |
Accrued Liabilities and Other Payables [Abstract] | |
ACCRUED LIABILITIES AND OTHER PAYABLES | 9. ACCRUED LIABILITIES AND OTHER PAYABLES Accrued liabilities and other payables from the company’s continuing operations consisted of the payables to BEP and BEH of $88,296 and $40,897 at March 31, 2024 and December 31, 2023, as a result of disposal of BEP and BEH. As of March 31, 2024 and December 31, 2023, the total accrued expenses and other payables from discontinued operations was $841,390 and $1,244,366, respectively. |
Government Loans Payable
Government Loans Payable | 3 Months Ended |
Mar. 31, 2024 | |
Government Loans Payable [Abstract] | |
GOVERNMENT LOANS PAYABLE | 10. GOVERNMENT LOANS PAYABLE In May and June 2020, BEH, BEP and FDS received a total of $127,740 from the Paycheck Protection Program loan (“PPP loan”) from US Small Business Administration (“the SBA”). The loan will be fully forgiven if the funds are used for payroll costs, interest on mortgages, rent, and utilities (at least 60% of the forgiven amount must have been used for payroll). The loan amount not forgiven, will have annual interest of 1%. Loan payments will be deferred to either (1) the date that SBA remits the borrower’s loan forgiveness amount to the lender or (2) if the borrower does not apply for loan forgiveness, 10 months after the end of the borrower’s loan forgiveness covered period. Loans issued prior to June 5, 2020 have a maturity of two years, loans issued after June 5, 2020 have a maturity of five years. No collateral or personal guarantees are required. A borrower may apply for loan forgiveness any time on or before the maturity date of the loan, including before the end of the Covered Period (either (1) the 24-week (168-day) period beginning on the PPP Loan Disbursement Date, or (2) if the Borrower received its PPP loan before June 5, 2020, the Borrower may elect to use an eight-week (56-day) Covered Period); provided such application for loan forgiveness is made within 10 months after the last day of the covered period, otherwise the loan is no longer deferred and the borrower must begin paying principal and interest. Subsequently, The U.S. Treasury and SBA announced a streamlined PPP forgiveness application for loans of $50,000 or less (unless those borrowers together with their affiliates received loans totaling $2 million or more). It requires fewer calculations and may call for less documentation. It does not require borrowers to reduce their loan forgiveness calculations if they have reduced full-time equivalent (“FTE”) or salaries. In addition, in February 2021, BEH, BEP and FDS received a total of $115,245 from the second round of PPP loan from the SBA. As of December 31, 2021, all BEH, BEP and FDS’ PPP loans’ forgiveness were approved, and the Company recorded $242,985 PPP loan forgiveness as other income in the year ended December 31, 2021. In May and June 2020, BEH, BEP and FDS received total of $215,600 from the Economic Injury Disaster Loan (“EIDL loan”) from the SBA after deducting $100 Uniform Commercial Code (“UCC”) handling charge and filing fee for each company. This is a low-interest federal disaster loan for working capital to small businesses and non-profit organizations of any size suffering substantial economic injury as a result of the Coronavirus (COVID-19), to help the businesses to meet financial obligations and operating expenses that could have been met had the disaster not occurred. This loan has interest of 3.75% and is not forgivable. The maturity of the loan is 30 years, installment payments including principal and interest of $515 monthly will begin 12 months from the date of the promissory note. On March 4, 2022, The FDS transferred its EIDL loan to BEC due to the dissolution of FDS. The SBA extended the deferment period to allow small businesses and not-for-profits that received EIDL funds do not have to begin payments on the loan until 30 months after the date of the note. Accordingly, the company began to make installment payments in the fourth quarter 2022. As of March 31, 2024, the future minimum EIDL loan payments from the company’s continuing operations to be paid by year are as follows: Year Ending Amount March 31, 2025 $ 1,319 March 31, 2026 1,369 March 31, 2027 1,422 March 31, 2028 1,476 March 31, 2029 1,532 Thereafter 50,294 Total $ 57,412 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 11. RELATED PARTY TRANSACTIONS Loans from Shareholder At March 31, 2024 and December 31, 2023, the Company had loans from one major shareholder (also the Company’s senior officer) for $1,370,746 and $1,180,046, respectively. At March 31, 2024 and December 31, 2023, the Company had loan from another major shareholder for $608,631 for settling the litigation. There are no written loan agreements for these loans. These loans are unsecured, non-interest bearing and have no fixed terms of repayment, and therefore, deemed payable on demand. Cash flows from loans from shareholder are classified as cash flows from financing activities. On May 31, 2023, the Board of Directors of Bio Essence Corp. (the “Company”), approved a debt-to-equity conversion. The Company and Ms. Yan (the Company’s Chief Executive Officer also the Company’s major shareholder) agreed to a debt conversion whereby Ms. Yan receives 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 $50,000 loss from this conversion. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2024 | |
Income Taxes [Abstract] | |
INCOME TAXES | 12. INCOME TAXES The Company and its subsidiaries are subject to 21% federal corporate income tax in US. At March 31, 2024 and December 31, 2023, the Company had net operating loss (“NOL”) for income tax purposes; for federal income tax purposes, the NOL arising in tax years beginning after 2017 may only reduce 80% of a taxpayer’s taxable income, and may be carried forward indefinitely; for California income tax purposes, the entire NOL can be carried forward up to 20 years. However, the coronavirus Aid, Relief and Economic Security Act (“the CARES Act”) issued in March 2020, provides tax relief to both corporate and noncorporate taxpayers by adding a five-year carryback period and temporarily repealing the 80% limitation for NOLs arising in 2019, 2020 and 2021. The Company has NOL carry-forwards for Federal and California income tax purposes of $2.04 million and $2.27 million at March 31, 2024 and December 31, 2023, respectively. No tax benefit was reported with respect to these NOL carry-forwards in the accompanying consolidated financial statements because the Company believes the realization of the Company’s net deferred tax assets for the NOL for both federal and California State of approximately $0.57 million as of March 31, 2024, was not considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are fully offset by a full valuation allowance. Components of the Company’s deferred tax assets from the company’s continuing operations as of March 31, 2024 and December 31, 2023 are as follows: March 31, December 31, Net deferred tax assets (liability): Depreciation and amortization expense $ 477 $ 477 Expected income tax benefit from NOL carry-forwards 571,811 634,425 Less: valuation allowance (572,289 ) (634,902 ) 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 three months ended March 31, 2024 and 2023 is as follows: 2023 2022 Federal statutory income tax expense (benefit) rate (21.00 )% (21.00 )% State statutory income tax (benefit) rate, net of effect of state income tax deductible to federal income tax (6.98 )% (6.98 )% Change in valuation allowance 27.98 % 27.98 % Effective income tax rate - % - % The provision for income tax expense for the continuing operations for the three months ended March 31, 2024 and 2023 consisted of the following: 2023 2022 Income tax expense – current $ - $ - Income tax benefit – current - - Total income tax expense $ - $ - |
Leases
Leases | 3 Months Ended |
Mar. 31, 2024 | |
Leases [Abstract] | |
LEASES | 13. LEASES Operating Leases Warehouse and office lease Effective October 1, 2018, the Company entered a 62.5 month lease for a facility including warehouse and office in the City of Irvine, California, with a security deposit of $41,841. The monthly rent is approximately $16,200 with a 3% increase each year. The lease provided an option to extend at lease maturity for another five-years, with six months prior written notice of lessee’s intention to extend the lease. The Company’s CEO is the guarantor of this lease. Lessor will have the right to proceed against guarantor following any breach or default by lessee without first proceeding against lessee and without previous notice to or demand upon either lessee or guarantor. At the commence of the lease, the Management intended to use the option to extend 3 more years in the lease term. Lately, the Management decided to let the lease expire without renew on September 30, 2023. The Company recorded approximately $61,844 gain at termination of the lease and the amount was included into other expenses. On May 18, 2023, the Company entered a 36 months lease for a facility including warehouse and office in the City of Irvine, California, with a security deposit of $50,000, effective on September 1, 2023. The monthly rent is approximately $47,100 with a 3% increase each year. On February 29, the Management decided early termination of this lease. The components of lease costs, lease term and discount rate with respect of warehouse and office lease with an initial term of more than 12 months are as follows: Three Months Three Months Operating lease cost $ 41,391 $ - Weighted Average Remaining Lease Term - Operating leases including options to renew - - Weighted Average Discount Rate - Operating leases 5 % 5 % Finance lease discontinued operations Effective March 15, 2022, the company entered two 39-months lease for two copiers with same vendor for a monthly payment of $234 and $214, respectively. Effective June 24, 2022, 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. At the lease expiration date, the Company has the option to purchase the copier for $1 each. The leases were disposed as a result of disposal of BEP on December 31, 2023 and disposal of BEH on March 31, 2024. The components of lease costs, lease term and discount rate with respect of the copier lease with an initial term of more than 12 months are as follows: Three Months March 31, Three Months Finance lease cost Amortization $ 653 $ 3,189 Interest on lease liabilities 48 645 Total finance lease cost $ 701 $ 3,834 Weighted Average Remaining Lease Term - Finance leases - 3.78 Weighted Average Discount Rate – Finance leases 5 % 5 % |
Loan Payables
Loan Payables | 3 Months Ended |
Mar. 31, 2024 | |
Loan Payables [Abstract] | |
LOAN PAYABLES | 14. LOAN PAYABLES In June 2021, BEP, the discontinued entity entered a loan agreement of $14,549 for purchasing a videojet with interest rate of 14.11% and a term of three-years. In September 2021, BEP entered another loan agreement of $39,218 for purchasing a spectrophotometer workstation with interest rate of 10.26% and a term of five-years. The Company recorded interest expense of $3,524 and $4,899 during the years ended December 31, 2023 and 2022, respectively. The loan was disposed as a result of disposal of BEP on December 31, 2023. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 15. SUBSEQUENT EVENTS The Company follows the guidance in FASB ASC 855-10 for the disclosure of subsequent events. The Company evaluated subsequent events through the date the financial statements were issued and determined the Company did not have any material subsequent event. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ 223,752 | $ (178,836) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Summary of Significant Accounting Policies [Abstract] | |
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation The accompanying consolidated financial statements (“CFS”) are prepared in conformity with U.S. Generally Accepted Accounting Principles (“US GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. The functional currency of Bio Essence is U.S. dollars (“$’’). The accompanying financial statements are presented in U.S. dollars (“$”). The consolidated financial statements include the financial statements of the Company and its subsidiaries, BEH (up to disposal date), and McBE (up to dissolution date). All significant inter-company transactions and balances were eliminated in consolidation. |
Reclassification | Reclassification Certain prior period accounts have been reclassified in conformity with the current period’s presentation. These reclassifications had no impact on the reported results of operations and cash flows. |
Going Concern | Going Concern The Company incurred net losses of $33,173 and $23,064 from the company’s continuing operations for the three months ended March 31, 2024 and 2023, respectively. The Company also had an accumulated deficit of $8,916,722 from the company’s continuing operations as of March 31, 2024. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company plans to increase its income by strengthening its sales force, providing attractive sales incentive program, 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 | 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 | Leases The Company follows ASC 842 and determines if an arrangement is a lease or contains a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, and operating lease liabilities (current and non-current) in the Company’s consolidated balance sheets. Finance leases are included in property and equipment, and finance lease liabilities (current and non-current) in the Company’s consolidated balance sheets. ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company generally uses the incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company elected the package of practical expedients permitted under the transition guidance to combine the lease and non-lease components as a single lease component for operating leases associated with the Company’s office space lease, and to keep leases with an initial term of 12 months or less off the balance sheet and recognize the associated lease payments in the consolidated statements of income on a straight-line basis over the lease term. ROU assets are reviewed for impairment when indicators of impairment are present. ROU assets from operating and finance leases are subject to the impairment guidance in ASC 360, Property, Plant, and Equipment, as ROU assets are long-lived nonfinancial assets. The Company recognized no impairment of ROU assets as of March 31, 2024 and December 31, 2023. |
Cash and Equivalents | Cash and Equivalents For financial statement purposes, the Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. |
Accounts Receivable | Accounts Receivable The Company’s policy is to maintain an allowance for potential credit losses on accounts receivable. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy of these reserves. As of March 31, 2024 and December 31, 2023, the bad debt allowance was $ nil nil |
Inventory | Inventory Inventories are stated at the lower of cost or net realizable value with cost determined on a weighted-average basis. Management compares the cost of inventories with the net realizable value and an allowance is made for writing down their inventories to net realizable value, if lower. |
Property and Equipment | Property and Equipment 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. Depreciation of property and equipment is provided using the straight-line method for substantially all assets as follows: Leasehold improvements 7-10 years Office furniture 5 years |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets, which include property and equipment and intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of long-lived assets to be held and used is measured by comparing of the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by it. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds its fair value (“FV”). FV is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable. Based on its review, the Company believes that, as of March 31, 2024 and December 31, 2023, there was no significant impairments of its long-lived assets. |
Income Taxes | Income Taxes Income taxes are accounted for using an asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current period and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets also include the prior years’ net operating losses carried forward. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized. The Company follows ASC Topic 740, which prescribes a more-likely-than-not threshold for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740 also provides guidance on recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, accounting for income taxes in interim periods, and income tax disclosures. Under the provisions of ASC Topic 740, when tax returns are filed, it is likely that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50% likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Interest associated with unrecognized tax benefits is classified as interest expense and penalties are classified in selling, general and administrative expenses in the statement of income. At March 31, 2024 and December 31, 2023, the Company did not take any uncertain positions that would necessitate recording a tax related liability. The Company files a U.S. income tax return. With few exceptions, the Company’s U.S. income tax return filed for the years ending on December 31, 2019 and thereafter are subject to examination by the relevant taxing authorities. The Company accounts for income taxes in interim periods in accordance with FASB ASC 740-270, “Interim Reporting.” The Company has determined an estimated annual effective tax rate. The rate will be revised, if necessary, as of the end of each successive interim period during the Company’s fiscal year to its best current estimate. The estimated annual effective tax rate is applied to the year-to-date ordinary income (or loss) at the end of the interim period. |
Revenue Recognition | 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 manufactured goods were delivered to the customers. The Company’s return policy allows for the return of damaged or defective products and shipment errors. A notice of damage or wrong items should make within five days from receiving the goods, and actual return of the products must be completed within 30 days from the date of receiving the goods. Delayed notification for damaged or wrong products will not be accepted for return or exchange. Custom formulas and capsules are not returnable. The amount for return of products was immaterial for the three months ended March 31, 2024 and 2023. |
Cost of Revenue | Cost of Revenue Cost of goods sold (“COGS”) consists primarily of finished goods purchased from other manufacturers, material costs, labor costs and related overhead that are directly attributable to the production of the products. Write-down of inventory to lower of cost or net realizable value is also recorded in COGS. Cost of manufacture service consists primarily of direct labor costs and related overhead that are directly attributable to the manufacture process. |
Shipping and Handling Costs | Shipping and Handling Costs Shipping and handling costs related to delivery of finished goods are included in selling expenses. During the three months ended March 31, 2024 and 2023, shipping and handling costs from continuing operations were $ nil nil During the three months ended March 31, 2024 and 2023, shipping and handling costs were from discontinued operations amounted $8,009 and $9,416, respectively. |
Advertising | Advertising Advertising expenses consist primarily of costs of promotion and marketing for the Company’s image and products, and costs of direct advertising, and are included in selling expenses. The Company expenses all advertising costs as incurred. During the three months ended March 31, 2024 and 2023, advertising expenses from continuing operations were $ nil nil |
Fair Value (“FV”) of Financial Instruments | 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 | Fair Value Measurements and Disclosures ASC Topic 820, “Fair Value Measurements and Disclosures,” defines FV, and establishes a three-level valuation hierarchy for disclosures of FV measurement that enhances disclosure requirements for FV measures. The three levels are defined as follow: ● Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. ● Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. ● Level 3 inputs to the valuation methodology are unobservable and significant to the FV measurement. As of March 31, 2024 and December 31, 2023, the Company did not identify any assets and liabilities that are required to be presented on the balance sheet at FV. The carrying value of cash, accounts receivable, prepaid expenses, advances to suppliers, accounts payable, taxes payable, other payables and accrued liabilities approximate estimated fair values because of their short maturities. |
Share-based Compensation | 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) | Earnings (Loss) per Share (EPS) Basic EPS is computed by dividing net income by the weighted average number of common shares outstanding for the period. Diluted EPS is computed similar to basic net income per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if all the potential common shares pertaining to warrants, stock options, and similar instruments had been issued and if the additional common shares were dilutive. Diluted EPS are based on the assumption that all dilutive convertible shares and stock options and warrants were converted or exercised. Dilution is computed by applying the treasury stock method for the outstanding unvested restricted stock, options and warrants, and the if-converted method for the outstanding convertible instruments. Under the treasury stock method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later) and as if funds obtained thereby were used to purchase common stock at the average market price during the period. Under the if-converted method, outstanding convertible instruments are assumed to be converted into common stock at the beginning of the period (or at the time of issuance, if later). There were no potentially dilutive securities outstanding (options and warrants) for the three months ended March 31, 2024 and 2023. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to credit risk consist primarily of accounts and other receivables. The Company does not require collateral or other security to support these receivables. The Company conducts periodic reviews of the financial condition and payment practices of its customers to minimize collection risk on accounts receivable. For the three months ended March 31, 2024, the company had no major customer accounted for 10% of the Company’s total sales. For the three months ended March 31, 2023, the company had one major customer accounted for 34% of the Company’s total sales. For the three months ended March 31, 2024, the Company had no major vendors accounted for 10% of the Company’s total purchases. For the three months ended March 31, 2023, the Company had three major vendors accounted for 22%, 20% and 17%, respectively, of the Company’s total purchases. |
Segment Reporting | Segment Reporting ASC Topic 280, “Segment Reporting,” requires use of the “management approach” model for segment reporting. The management approach model is based on the way a company’s chief operating decision maker organizes segments within the Company for making operating decisions assessing performance and allocating resources. Reportable segments are based on products and services, geography, legal structure, management structure, or any other manner in which management disaggregates a company. Management determined the Company’s operations constitute a single reportable segment in accordance with ASC 280. The Company operates exclusively in one business and industry segment: manufacture and sale of health supplement products. |
New Accounting Pronouncements | New Accounting Pronouncements In November 2023, the FASB issued ASU 2023-07, the amendments in the ASU are intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss. In addition, the amendments enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment, and contain other disclosure requirements. The purpose of the amendments is to enable “investors to better understand an entity’s overall performance” and assess “potential future cash flows.” The amendments in ASU 2023-07 are effective for all public entities for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company’s management does not believe the adoption of ASU 2023-09 will have a material impact on its financial statements and disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which requires disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company’s management does not believe the adoption of ASU 2023-09 will have a material impact on its financial statements and disclosures. The Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s consolidated financial position, statements of comprehensive income and cash flows. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Summary of Significant Accounting Policies [Abstract] | |
Schedule of Depreciation of Property and Equipment | Depreciation of property and equipment is provided using the straight-line method for substantially all assets as follows: Leasehold improvements 7-10 years Office furniture 5 years |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Discontinued Operations [Abstract] | |
Schedule of Summarizes the Carrying Value of the Assets and Liabilities | The following table summarizes the carrying value of the assets and liabilities of BEP at December 31, 2023 and 2022. AS OF AS OF 2023 2022 ASSETS CURRENT ASSETS Accounts receivable, net $ 143,164 $ 39,843 Other receivable 710,084 604,785 Prepaid expenses 7,288 4,114 Advance to suppliers - 1,987 Inventory, net 5,266 59,202 Total current assets 865,802 709,931 NONCURRENT ASSETS Property and equipment, net 208,241 193,621 Intangible assets, net - - Total non-current assets 208,241 193,621 TOTAL ASSETS $ 1,074,043 $ 903,552 LIABILITIES CURRENT LIABILITIES Bank overdraft $ 7,806 $ 21,815 Accounts payable 27,884 23,029 Taxes payable 9,993 4,121 Accrued liabilities and other payables 727,657 687,045 Accrued interest on government loans 592 599 Finance lease liabilities 11,003 10,278 Loan payables 10,340 11,954 Total current liabilities 795,275 758,841 NONCURRENT LIABILITIES Finance lease liabilities 24,643 35,646 Loan payables 15,221 25,561 Government loans payable 6,355 6,489 Total non-current liabilities 46,219 67,696 TOTAL LIABILITIES $ 841,494 $ 826,537 AS OF AS OF ASSETS CURRENT ASSETS Cash and equivalents $ 114 $ 114 Accounts receivable, net 43,164 35,093 Other receivables 877,749 716,281 Prepaid expenses 52,419 5,633 Security deposit 5,364 41,841 Inventory, net 184,590 143,259 Total current assets 1,163,400 942,221 NONCURRENT ASSETS Property and equipment, net 92,274 31,641 Right-of-use assets, net 112,213 - Total non-current assets 204,487 31,641 TOTAL ASSETS $ 1,367,887 $ 973,862 LIABILITIES CURRENT LIABILITIES Bank overdraft $ 2,532 $ 5,429 Accounts payable 183,170 157,475 Taxes payable 14,515 6,909 Accrued liabilities and other payables 841,390 608,901 Accrued interest on government loans 13,603 13,647 Finance lease liabilities 2,694 2,660 Operating Lease liability 50,331 - Loan from officer 29,000 34,000 Total current liabilities 1,137,235 829,021 NONCURRENT LIABILITIES Finance lease liabilities 695 1,381 Operating Lease liability 61,996 - Government loans payable 145,714 146,487 Total non-current liabilities 208,405 147,868 TOTAL LIABILITIES $ 1,345,640 $ 976,889 |
Schedule of Consolidated Statements of Operations | The following table presents the components of discontinued operations reported in the consolidated statements of operations: For the three months ended 2024 2023 Revenue, Net $ 153,865 $ 341,329 Cost of Revenues 76,592 173,299 Gross Profit 77,273 168,030 Operating Expenses 192,652 317,904 Loss from Operations (115,379 ) (149,874 ) Other Income (Expenses) Interest expense (4,154 ) (5,270 ) Financial expense - (976 ) Other income (expenses) (1,294 ) 348 Total Other Expenses (5,448 ) (5,898 ) Loss Before Income Taxes (120,827 ) (155,772 ) Income Tax Expense - - Net Loss from Discontinued Operations $ (120,827 ) $ (155,772 ) |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Property and Equipment, Net [Abstract] | |
Schedule of Property and Equipment | Property and equipment from the company’s continuing operations consisted of the following at March 31, 2024 and December 31, 2023: March 31, December 31, Leasehold improvements $ - $ 3,614 Office furniture and equipment 56,505 56,505 Total 56,505 60,119 Less: accumulated depreciation (56,267 ) (56,431 ) Net $ 238 $ 3,688 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Intangible Assets, Net [Abstract] | |
Schedule of Intangible Assets | Intangible assets from the company’s continuing operations consisted of the following as of March 31, 2024 and December 31, 2023: March 31, December 31, Computer Software $ 36,928 $ 36,928 Trademark 2,350 2,350 Total 39,278 39,278 Less: accumulated amortization (38,769 ) (38,711 ) Net $ 509 $ 567 |
Government Loans Payable (Table
Government Loans Payable (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Government Loans Payable [Abstract] | |
Schedule of Future Minimum Loan Payments | As of March 31, 2024, the future minimum EIDL loan payments from the company’s continuing operations to be paid by year are as follows: Year Ending Amount March 31, 2025 $ 1,319 March 31, 2026 1,369 March 31, 2027 1,422 March 31, 2028 1,476 March 31, 2029 1,532 Thereafter 50,294 Total $ 57,412 |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Income Taxes [Abstract] | |
Schedule of Deferred Tax Assets | Components of the Company’s deferred tax assets from the company’s continuing operations as of March 31, 2024 and December 31, 2023 are as follows: March 31, December 31, Net deferred tax assets (liability): Depreciation and amortization expense $ 477 $ 477 Expected income tax benefit from NOL carry-forwards 571,811 634,425 Less: valuation allowance (572,289 ) (634,902 ) Deferred tax assets, net of valuation allowance $ - $ - |
Schedule of Federal Statutory Income Tax Rate and the Effective Income Tax | 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 March 31, 2024 and 2023 is as follows: 2023 2022 Federal statutory income tax expense (benefit) rate (21.00 )% (21.00 )% State statutory income tax (benefit) rate, net of effect of state income tax deductible to federal income tax (6.98 )% (6.98 )% Change in valuation allowance 27.98 % 27.98 % Effective income tax rate - % - % |
Schedule of Income Tax Expense | The provision for income tax expense for the continuing operations for the three months ended March 31, 2024 and 2023 consisted of the following: 2023 2022 Income tax expense – current $ - $ - Income tax benefit – current - - Total income tax expense $ - $ - |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Leases [Abstract] | |
Schedule of Lease Costs, Lease Term and Discount Rate | The components of lease costs, lease term and discount rate with respect of warehouse and office lease with an initial term of more than 12 months are as follows: Three Months Three Months Operating lease cost $ 41,391 $ - Weighted Average Remaining Lease Term - Operating leases including options to renew - - Weighted Average Discount Rate - Operating leases 5 % 5 % |
Schedule of Lease Cost | The components of lease costs, lease term and discount rate with respect of the copier lease with an initial term of more than 12 months are as follows: Three Months March 31, Three Months Finance lease cost Amortization $ 653 $ 3,189 Interest on lease liabilities 48 645 Total finance lease cost $ 701 $ 3,834 Weighted Average Remaining Lease Term - Finance leases - 3.78 Weighted Average Discount Rate – Finance leases 5 % 5 % |
Organization and Description _2
Organization and Description of Business (Details) - Ownership [Member] - USD ($) | Mar. 28, 2024 | Dec. 12, 2023 | Mar. 01, 2017 |
Organization and Description of Business [Line Items] | |||
Shareholder, ownership percentage | 100% | ||
Newways Inc [Member] | |||
Organization and Description of Business [Line Items] | |||
Shareholder, ownership percentage | 100% | ||
Sell of equity ownership (in Dollars) | $ 300,000 | ||
Health Up Inc [Member] | |||
Organization and Description of Business [Line Items] | |||
Shareholder, ownership percentage | 100% | ||
Sell of equity ownership (in Dollars) | $ 400,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Accounting Policies [Line Items] | |||
Net loss from continuing operations | $ (33,173) | $ (23,064) | |
Accumulated deficit | $ (8,916,722) | $ (9,140,474) | |
Tax benefit percentage | 50% | ||
Credit Concentration Risk [Member] | No Major Customer [Member] | Sales [Member] | |||
Accounting Policies [Line Items] | |||
Concentration risk, percentage | 10% | ||
Credit Concentration Risk [Member] | One Major Customer [Member] | Sales [Member] | |||
Accounting Policies [Line Items] | |||
Concentration risk, percentage | 34% | ||
Credit Concentration Risk [Member] | No Major Vendor [Member] | Purchase [Member] | |||
Accounting Policies [Line Items] | |||
Concentration risk, percentage | 10% | ||
Credit Concentration Risk [Member] | One Vendor [Member] | Purchase [Member] | |||
Accounting Policies [Line Items] | |||
Concentration risk, percentage | 22% | ||
Credit Concentration Risk [Member] | Two Vendor [Member] | Purchase [Member] | |||
Accounting Policies [Line Items] | |||
Concentration risk, percentage | 20% | ||
Credit Concentration Risk [Member] | Three Vendor [Member] | Purchase [Member] | |||
Accounting Policies [Line Items] | |||
Concentration risk, percentage | 17% | ||
Continuing Operations [Member] | |||
Accounting Policies [Line Items] | |||
Net loss from continuing operations | $ (33,173) | ||
Bad debt allowance | |||
Selling expenses | |||
Advertising expense | |||
Discontinued Operations [Member] | |||
Accounting Policies [Line Items] | |||
Net loss from continuing operations | (120,827) | (155,772) | |
Bad debt allowance | 2,252 | $ 2,252 | |
Selling expenses | 8,009 | 9,416 | |
Advertising expense | $ 1,228 | $ 5,400 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of Depreciation of Property and Equipment | Mar. 31, 2024 |
Office Furniture [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life | 5 years |
Minimum [Member] | Leasehold Improvements [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life | 7 years |
Maximum [Member] | Leasehold Improvements [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life | 10 years |
Discontinued Operations (Detail
Discontinued Operations (Details) - USD ($) | 3 Months Ended | |||
Dec. 12, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Mar. 28, 2024 | |
Discontinued Operations [Abstract] | ||||
Cash | $ 300,000 | $ 400,000 | ||
Gain on disposal of the subsidiary | 67,451 | |||
Sell of equity ownership | 300,000 | $ 400,000 | ||
Net assets | $ 232,549 | 22,248 | ||
Gain on disposal of the subsidiary | $ 377,752 |
Discontinued Operations (Deta_2
Discontinued Operations (Details) - Schedule of Summarizes the Carrying Value of the Assets and Liabilities - Discontinued Operations [Member] - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Newways Inc [Member] | |||
CURRENT ASSETS | |||
Accounts receivable, net | $ 143,164 | $ 39,843 | |
Other receivables | 710,084 | 604,785 | |
Prepaid expenses | 7,288 | 4,114 | |
Advance to suppliers | 1,987 | ||
Inventory, net | 5,266 | 59,202 | |
Total current assets | 865,802 | 709,931 | |
NONCURRENT ASSETS | |||
Property and equipment, net | 208,241 | 193,621 | |
Intangible assets, net | |||
Total non-current assets | 208,241 | 193,621 | |
TOTAL ASSETS | 1,074,043 | 903,552 | |
CURRENT LIABILITIES | |||
Bank overdraft | 7,806 | 21,815 | |
Accounts payable | 27,884 | 23,029 | |
Taxes payable | 9,993 | 4,121 | |
Accrued liabilities and other payables | 727,657 | 687,045 | |
Accrued interest on government loans | 592 | 599 | |
Finance lease liabilities | 11,003 | 10,278 | |
Loan payables | 10,340 | 11,954 | |
Total current liabilities | 795,275 | 758,841 | |
NONCURRENT LIABILITIES | |||
Finance lease liabilities | 24,643 | 35,646 | |
Loan payables | 15,221 | 25,561 | |
Government loans payable | 6,355 | 6,489 | |
Total non-current liabilities | 46,219 | 67,696 | |
TOTAL LIABILITIES | 841,494 | $ 826,537 | |
Health Up Inc [Member] | |||
CURRENT ASSETS | |||
Cash and equivalents | $ 114 | 114 | |
Accounts receivable, net | 43,164 | 35,093 | |
Other receivables | 877,749 | 716,281 | |
Prepaid expenses | 52,419 | 5,633 | |
Security deposit | 5,364 | 41,841 | |
Inventory, net | 184,590 | 143,259 | |
Total current assets | 1,163,400 | 942,221 | |
NONCURRENT ASSETS | |||
Property and equipment, net | 92,274 | 31,641 | |
Right-of-use assets, net | 112,213 | ||
Total non-current assets | 204,487 | 31,641 | |
TOTAL ASSETS | 1,367,887 | 973,862 | |
CURRENT LIABILITIES | |||
Bank overdraft | 2,532 | 5,429 | |
Accounts payable | 183,170 | 157,475 | |
Taxes payable | 14,515 | 6,909 | |
Accrued liabilities and other payables | 841,390 | 608,901 | |
Accrued interest on government loans | 13,603 | 13,647 | |
Finance lease liabilities | 2,694 | 2,660 | |
Operating Lease liability | 50,331 | ||
Loan from officer | 29,000 | 34,000 | |
Total current liabilities | 1,137,235 | 829,021 | |
NONCURRENT LIABILITIES | |||
Finance lease liabilities | 695 | 1,381 | |
Operating Lease liability | 61,996 | ||
Government loans payable | 145,714 | 146,487 | |
Total non-current liabilities | 208,405 | 147,868 | |
TOTAL LIABILITIES | $ 1,345,640 | $ 976,889 |
Discontinued Operations (Deta_3
Discontinued Operations (Details) - Schedule of Consolidated Statements of Operations - Discontinued Operations [Member] - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Schedule of Consolidated Statements of Operations [Line Items] | ||
Revenue, Net | $ 153,865 | $ 341,329 |
Cost of Revenues | 76,592 | 173,299 |
Gross Profit | 77,273 | 168,030 |
Operating Expenses | 192,652 | 317,904 |
Loss from Operations | (115,379) | (149,874) |
Other Income (Expenses) | ||
Interest expense | (4,154) | (5,270) |
Financial expense | (976) | |
Other income (expenses) | (1,294) | 348 |
Total Other Expenses | (5,448) | (5,898) |
Loss Before Income Taxes | (120,827) | (155,772) |
Income Tax Expense | ||
Net Loss from Discontinued Operations | $ (120,827) | $ (155,772) |
Inventory (Details)
Inventory (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Continuing Operations [Member] | ||
Inventory [Line Items] | ||
Inventory | ||
Discontinued Operations [Member] | ||
Inventory [Line Items] | ||
Inventory | $ 184,590 | $ 148,525 |
Security Deposit (Details)
Security Deposit (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | Sep. 01, 2023 |
Security Deposit [Line Items] | |||
Security deposit | $ 52,545 | $ 52,545 | |
Deposit new lease | $ 50,000 | ||
Continuing Operations [Member] | |||
Security Deposit [Line Items] | |||
Security deposit | 52,545 | 52,545 | |
Discontinued Operations [Member] | |||
Security Deposit [Line Items] | |||
Security deposit | $ 5,364 | $ 41,841 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Continuing Operations [Member] | ||
Property and Equipment, Net [Line Items] | ||
Depreciation | $ 439 | $ 2,421 |
Discontinued Operations [Member] | ||
Property and Equipment, Net [Line Items] | ||
Property and equipment | $ 92,274 | $ 243,333 |
Property and Equipment, Net (_2
Property and Equipment, Net (Details) - Schedule of Property and Equipment - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Schedule of Property and Equipment [Line Items] | ||
Property and equipment, total | $ 56,505 | $ 60,119 |
Less: accumulated depreciation | (56,267) | (56,431) |
Net | 238 | 3,688 |
Leasehold improvements [Member] | ||
Schedule of Property and Equipment [Line Items] | ||
Property and equipment, total | 3,614 | |
Office furniture and equipment [Member] | ||
Schedule of Property and Equipment [Line Items] | ||
Property and equipment, total | $ 56,505 | $ 56,505 |
Intangible Assets, Net (Details
Intangible Assets, Net (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Intangible Assets, Net [Abstract] | ||
Amortization of intangible of assets | $ 58 | $ 58 |
Intangible assets useful life | 5 years | |
Amortization expense, year 1 | $ 232 | |
Amortization expense, year 2 | 232 | |
Amortization expense, year 3 | $ 45 |
Intangible Assets, Net (Detai_2
Intangible Assets, Net (Details) - Schedule of Intangible Assets - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Schedule of Intangible Assets [Line Items] | ||
Intangible assets, total | $ 39,278 | $ 39,278 |
Less: accumulated amortization | (38,769) | (38,711) |
Net | 509 | 567 |
Computer Software [Member] | ||
Schedule of Intangible Assets [Line Items] | ||
Intangible assets, total | 36,928 | 36,928 |
Trademark [Member] | ||
Schedule of Intangible Assets [Line Items] | ||
Intangible assets, total | $ 2,350 | $ 2,350 |
Taxes Payable (Details)
Taxes Payable (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Continuing Operations [Member] | ||
Taxes Payable [Line Items] | ||
Sales tax and payroll tax payable | ||
Discontinued Operations [Member] | ||
Taxes Payable [Line Items] | ||
Sales tax and payroll tax payable | $ 11,940 | $ 16,902 |
Accrued Liabilities and Other_2
Accrued Liabilities and Other Payables (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Continuing Operations [Member] | ||
Accrued Liabilities and Other Payables [Line Items] | ||
Accrued liabilities and other payables | $ 88,296 | $ 40,897 |
Discontinued Operations [Member] | ||
Accrued Liabilities and Other Payables [Line Items] | ||
Accrued expenses and other payables | $ 841,390 | $ 1,244,366 |
Government Loans Payable (Detai
Government Loans Payable (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Feb. 28, 2021 | Mar. 31, 2024 | Dec. 31, 2021 | Jun. 30, 2020 | May 31, 2020 | |
Government Loans Payable [Line Items] | |||||
Affiliates received loans | $ 2,000,000 | ||||
Other income | $ 242,985 | ||||
Handling charge and filing fee | $ 100 | $ 100 | |||
Maturity of the loan | 30 years | ||||
PPP Loan [Member] | |||||
Government Loans Payable [Line Items] | |||||
Loan amount | 127,740 | 127,740 | |||
Percentage of forgiven amount | 60% | ||||
Annual interest, percentage | 1% | ||||
Received loan | $ 115,245 | ||||
PPP forgiveness [Member] | |||||
Government Loans Payable [Line Items] | |||||
Loan amount | $ 50,000 | ||||
Economic Injury Disaster Loan [Member] | |||||
Government Loans Payable [Line Items] | |||||
Loan amount | $ 215,600 | $ 215,600 | |||
Government Loans Payable [Member] | |||||
Government Loans Payable [Line Items] | |||||
Loan interest rate | 3.75% | ||||
Installment payments including principal and interest | $ 515 |
Government Loans Payable (Det_2
Government Loans Payable (Details) - Schedule of Future Minimum Loan Payments - Government Loans Payable [Member] | Mar. 31, 2024 USD ($) |
Schedule of Future Minimum Loan Payments [Line Items] | |
March 31, 2025 | $ 1,319 |
March 31, 2026 | 1,369 |
March 31, 2027 | 1,422 |
March 31, 2028 | 1,476 |
March 31, 2029 | 1,532 |
Thereafter | 50,294 |
Total | $ 57,412 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 3 Months Ended | ||
Jun. 02, 2023 | Mar. 31, 2024 | Dec. 31, 2023 | |
Related Party Transactions [Line Items] | |||
Trading market price (in Dollars per share) | $ 0.51 | ||
Incurred loss | $ 50,000 | ||
Ms. Yan [Member] | |||
Related Party Transactions [Line Items] | |||
Debt conversion shares (in Shares) | 5,000,000 | ||
Exchange for retirement debt | $ 2,500,000 | ||
Settled Litigation [Member] | |||
Related Party Transactions [Line Items] | |||
Loan from shareholder | 608,631 | $ 608,631 | |
Senior Officer [Member] | |||
Related Party Transactions [Line Items] | |||
Loan from shareholder | $ 1,370,746 | $ 1,180,046 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Taxes [Abstract] | |||||||
Federal corporate income tax | 21% | 21% | 21% | ||||
Taxpayer’s taxable income | 80% | 80% | |||||
Income tax purpose | 80% | 80% | 80% | ||||
NOL carryforwards (in Dollars) | $ 2,040 | $ 2,040 | |||||
Net deferred tax assets NOL (in Dollars) | $ 570 |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of Deferred Tax Assets - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Schedule of Deferred Tax Assets [Abstract] | ||
Depreciation and amortization expense | $ 477 | $ 477 |
Expected income tax benefit from NOL carry-forwards | 571,811 | 634,425 |
Less: valuation allowance | (572,289) | (634,902) |
Deferred tax assets, net of valuation allowance |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of Federal Statutory Income Tax Rate and the Effective Income Tax | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2022 | |
Schedule of Federal Statutory Income Tax Rate and the Effective Income Tax [Abstract] | |||
Federal statutory income tax expense (benefit) rate | (21.00%) | (21.00%) | (21.00%) |
State statutory income tax (benefit) rate, net of effect of state income tax deductible to federal income tax | (6.98%) | (6.98%) | |
Change in valuation allowance | 27.98% | 27.98% | |
Effective income tax rate |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of Income Tax Expense - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Schedule of Income Tax Expense [Abstract] | ||
Income tax expense – current | ||
Income tax benefit – current | ||
Total income tax expense |
Leases (Details)
Leases (Details) - USD ($) | 1 Months Ended | 3 Months Ended | ||||||
Mar. 15, 2022 | Oct. 01, 2018 | Jun. 24, 2022 | Mar. 31, 2024 | Dec. 31, 2023 | Sep. 30, 2023 | Sep. 01, 2023 | May 18, 2023 | |
Leases [Line Items] | ||||||||
Operating lease term | 62 months 15 days | 3 years | 36 months | |||||
Security deposit | $ 52,545 | $ 52,545 | ||||||
Monthly rent | $ 16,200 | $ 47,100 | ||||||
Rent percentage | 3% | 3% | ||||||
Gain at termination of lease | $ 61,844 | |||||||
Lease option | $ 1 | |||||||
Copiers One [Member] | ||||||||
Leases [Line Items] | ||||||||
Finance lease term | 39 months | |||||||
Monthly payments of finance lease | $ 234 | |||||||
Copiers Two [Member] | ||||||||
Leases [Line Items] | ||||||||
Finance lease term | 39 months | |||||||
Monthly payments of finance lease | $ 214 | |||||||
Forklifts One [Member] | ||||||||
Leases [Line Items] | ||||||||
Finance lease term | 60 months | |||||||
Monthly payments of finance lease | $ 383 | |||||||
Forklifts Two [Member] | ||||||||
Leases [Line Items] | ||||||||
Finance lease term | 60 months | |||||||
Monthly payments of finance lease | $ 451 | |||||||
Warehouse and Office [Member] | ||||||||
Leases [Line Items] | ||||||||
Security deposit | $ 41,841 | $ 50,000 |
Leases (Details) - Schedule of
Leases (Details) - Schedule of Lease Costs, Lease Term and Discount Rate - Warehouse and Office Lease [Member] - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Leases (Details) - Schedule of Lease Costs, Lease Term and Discount Rate [Line Items] | ||
Operating lease cost | $ 41,391 | |
Weighted Average Remaining Lease Term - Operating leases including options to renew | ||
Weighted Average Discount Rate - Operating leases | 5% | 5% |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of Lease Cost - Copier Lease [Member] - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Leases (Details) - Schedule of Lease Cost [Line Items] | ||
Amortization | $ 653 | $ 3,189 |
Interest on lease liabilities | 48 | 645 |
Total finance lease cost | $ 701 | $ 3,834 |
Weighted Average Remaining Lease Term - Finance leases | 3 years 9 months 10 days | |
Weighted Average Discount Rate – Finance leases | 5% | 5% |
Loan Payables (Details)
Loan Payables (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | |
Loan Payables [Line Items] | ||||
Interest rate | 10.26% | 14.11% | ||
Interest expense | $ 3,524 | $ 4,899 | ||
Videojet [Member] | ||||
Loan Payables [Line Items] | ||||
Loan amount | $ 14,549 | |||
Spectrophotometer [Member] | ||||
Loan Payables [Line Items] | ||||
Loan amount | $ 39,218 |