BIOE Bio Essence Corporation (PK)

U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2024

OR

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 333-232839

BIO ESSENCE CORP.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

California

(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)

94-3349551

(IRS EMPLOYEE IDENTIFICATION NO.)

2955 Main Street, Ste 300 Irvine CA 92614

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

888-816-1494

(ISSUER TELEPHONE NUMBER)

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes ☒ No ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of the latest practicable date, the Company has 38,009,000 shares of its common stock issued and outstanding.

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION

Item 1. Financial Statement

BIO ESSENCE CORPORATION

BALANCE SHEETS

The accompanying notes are an integral part of these unaudited financial statements.

BIO ESSENCE CORPORATION STATEMENTS OF OPERATIONS
(UNAUDITED)

The accompanying notes are an integral part of these unaudited financial statements.    

BIO ESSENCE CORPORATION STATEMENTS OF STOCKHOLDERS' DEFICIT
NINE AND THREE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023
(UNAUDITED)

The accompanying notes are an integral part of these unaudited financial statements. 

BIO ESSENCE CORPORATION STATEMENTS OF CASH FLOWS
(UNAUDITED)
 

The accompanying notes are an integral part of these unaudited financial statements.

BIO ESSENCE CORPORATION

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2024 (UNAUDITED) AND DECEMBER 31, 2023

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 

Business Overview 

Bio Essence Corporation (“the Company” or “Bio Essence”) was incorporated in 2000 in the state of California. Fusion Diet Systems (“FDS”) was incorporated in 2010 in the state of Utah. Bio Essence and FDS have been owned under common control since 2016. Bio Essence and FDS are mainly engaged in manufacturing and distributing health supplement products. In January 2017, Bio Essence incorporated two subsidiaries in the state of California: BEP and BEH, Bio Essence transferred its manufacturing operation into BEP, and transferred its distributing operation into BEH. On March 1, 2017, the 100% shareholder of FDS transferred all her ownership in FDS into Bio Essence. On December 7, 2021, the Company dissolved FDS. On November 12, 2021, Bio Essence incorporated a wholly owned subsidiary McBE Pharma Inc. (“McBE”) in the state of California, McBE will be engaged in research and development and manufacture of prescription medicine. As a result of the ownership restructure, BEP, BEH, and MCBE became wholly owned subsidiaries of Bio Essence, and Bio Essence serves as a holding corporation for these subsidiaries. McBE has not engaged in any operations since its inception. On December 12, 2023, the Company entered into an agreement with Newway Inc to sell the 100% equity ownership of BEP for $300,000. On March 28, 2024, the Company entered into an agreement with Health Up Inc to sell the 100% equity ownership of BEH for $400,000. On April 15, 2024, the Company dissolved McBE. 

The primary focus of BEP is producing products for BEH, along with providing OEM services to other companies. BEH targets healthcare practitioners with herbal products in the form of granules, capsules, pills and tablets. It also offers special formulation service to practitioners. The Company intends to develop the subsidiary into an integrated healthcare platform that provides customers direct connections with integrative healthcare practitioners such as dietitians, nutraceutical practitioners, and other practitioners in this discipline worldwide. 

Related Party Transactions 

Loans from Officer 

On September 30, 2024 and December 31, 2023, the Company had loans from one major shareholder (also the Company’s senior officer) of $1,028,746 and $1,180,046, respectively. On September 30, 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. 

On May 31, 2023, the Board of Directors of the Company, approved a debt-to-equity conversion. The Company and Ms. Yan (the Company’s Chief Executive Officer also the major shareholder) agreed to a debt conversion whereby Ms. Yan receives 5,000,000 shares of the Company’s common stock in exchange for retirement of the $2,500,000 debt. The Board of Directors of the Company executed the Consent Resolution on June 2, 2023. On June 2, 2023, the closing price of the Company’s common stocks trading on OTC Market was $0.51 per share. The Company incurred a $50,000 loss on this conversion. 

Critical Accounting Policies and Estimates 

Our management’s discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements (“CFS”), which were prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported net sales and expenses during the reporting periods. On an ongoing basis, we evaluate our estimates and assumptions. We base our estimates on historical experience and various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. 

While our significant accounting policies are more fully described in Note 2 to our CFS, we believe the following accounting policies are the most critical to assist you in fully understanding and evaluating this management discussion and analysis.   

Basis of Presentation 

The accompanying consolidated financial statements (“CFS”) are prepared in conformity with U.S. Generally Accepted Accounting Principles (“US GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. The functional currency of Bio Essence is U.S. dollars (“$’’). The accompanying financial statements are presented in U.S. dollars (“$”). The consolidated financial statements include the financial statements of the Company and its subsidiaries, BEH (up to disposal date), and McBE (up to dissolution date). All significant inter-company transactions and balances were eliminated in consolidation. 

Going Concern

The Company incurred net losses of $1,281,233 and $778,192 for the nine months ended September 30, 2024 and 2023, respectively. The Company incurred net losses of $1,199,493 and $314,842 for the three months ended June 30, 2024 and 2023, respectively.  The Company also had an accumulated deficit of $10,421,707 from the company’s continuing operations as of September 30, 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 programs, and increasing marketing and promotion activities. Management also intends to raise additional funds by way of a private or public offering, or by obtaining loans from banks or others. While the Company believes in the viability of its strategy to generate sufficient revenue and in its ability to raise additional funds on reasonable terms and conditions, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate sufficient revenue and its ability to raise additional funds by way of a public or private offering. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. 

Use of Estimates

In preparing financial statements in conformity with US GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period.

Significant estimates, required by management, include the recoverability of long-lived assets, allowance for doubtful accounts, and the reserve for obsolete and slow-moving inventories. Actual results could differ from those estimates. 

Credit Losses

On January1, 2023, the Company adopted Accounting Standards Update 2016-13 “Financial Instruments — Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments,” which replaces the incurred loss methodology with an expected loss methodology that is referred to as the current expected credit loss (“CECL”) methodology. The adoption of the credit loss accounting standard has no material impact on the Company’s consolidated financial statements as of January 1, 2023.

The Company’s account receivables and other receivables in the balance sheet are within the scope of ASC Topic 326. As the Company has limited customers and debtors, the Company uses the loss-rate method to evaluates the expected credit losses on an individual basis. When establishing the loss rate, the Company makes the assessment on various factors, including historical experience, credit-worthiness of customers and debtors, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect its ability to collect from the customers and debtors. The Company also provides specific provisions for allowance when facts and circumstances indicate that the receivable is unlikely to be collected.

Expected credit losses are recorded as allowance for credit losses on the consolidated statements of operations. After all attempts to collect a receivable have failed, the receivable is written off against the allowance. In the event the Company recovers amount that is previously reserved for, the Company will reduce the specific allowance for credit losses.

Accounts Receivable, Net

The Company’s policy is to maintain an allowance for potential credit losses on accounts receivable. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy of these reserves. As of September 30, 2024 and December 31, 2023, there was no bad debt allowance. As of December 31, 2023, the bad debt allowance from discontinued operation (BEH) was $2,252.

Revenue Recognition 

The Company recognizes revenues following the five-step model prescribed under ASC 606: (i) identify contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenues when (or as) we satisfy the performance obligation. 

Revenue is measured at the amount of consideration we expect to receive in exchange for the sale of our product, which occurs at a point in time, typically upon delivery to the customer. The Company expenses incremental costs of obtaining a contract as and when incurred if the expected amortization period of the asset that it would have recognized is one year or less or the amount is immaterial. 

Revenues from sales of goods are measured at net of reserves established for applicable discounts and allowances that are offered within contracts with the Company’s customers, and are recognized when the goods are delivered to the customers. 

Product revenue reserves, which are classified as a reduction in product revenues, are generally characterized in the following categories: discounts, returns and rebates. These reserves are based on estimates of the amounts earned or to be claimed on the related sales and are classified as reductions of accounts receivable as the amount is payable to the Company’s customers. 

Revenues from manufacture services are recognized when the manufacture process is completed pursuant to the customers’ requirement and the finished goods were delivered to the customers. 

The Company’s return policy allows for the return of damaged or defective products and shipment errors. A notice of damage or wrong items should make within five days from receiving the goods, and actual return of the products must be completed within 30 days from the date of receiving the goods. Delayed notification for damaged or wrong products will not be accepted for return or exchange. Custom formulas and capsules are not returnable. The amount for return of products was immaterial for the nine and three months ended September 30, 2024 and 2023.

Results of operations 

Comparison of continuing operations for the nine months ended September 30, 2024 and 2023 

The following table sets forth the results of our operations for the periods indicated as a percentage of net sales. Certain columns may not add due to rounding.

Revenues 

Revenues from the company’s continuing operations for the nine months ended September 30, 2024 and 2023 were $176,385 and $nil, respectively.  We had $37,414 product sales, $136,109 OEM service revenue, and $2,861 other revenue for the nine months ended September 30, 2024. Revenues from the company’s discontinued operations for the nine months ended September 30, 2024 and 2023 were $153,865 and $756,598, respectively. 

Costs of revenues 

Costs of revenues from the company’s continuing operations for the nine months ended September 30, 2024 and 2023 was $66,206 and $nil, respectively. We had $17,974 cost of sales for products, $45,693 cost for OEM service revenue, and $2,539 other costs for the nine months ended September 30, 2024. Costs of revenues from the company’s discontinued operations for the nine months ended September 30, 2024 and 2023 was $76,592 and $455,630, respectively. 

Gross profit 

For the factors mentioned above, the gross profit from the company’s continuing operations for the nine months ended September 30, 2024 and 2023 was $110,179 and $nil, respectively. The gross profit from the company’s discontinued operations for the nine months ended September 30, 2024 and 2023 was $77,273 and $300,968, respectively.

Operating expenses 

Selling expenses consisted mainly of advertising, show expense, products marketing, shipping expenses, and promotion expenses. Selling expense from the company’s continuing operations was $nil for the nine months ended September 30, 2024, compared to $nil for the nine months ended September 30, 2023. Selling expense from the company’s discontinued operations was $13,716 for the nine months ended September 30, 2024, compared to $96,509 for the nine months ended September 30, 2023.

General and administrative expenses consisted mainly of employee salaries and welfare, business meeting, utilities, accounting, consulting, and legal expenses. General and administrative expenses from the company’s continuing operations were $573,469 for the nine months ended September 30, 2024, compared to $150,114 for the nine months ended September 30, 2023, an increase of $423,355 or 282.02%, the increase was mainly due to increased office rent by $396,217, increased consulting fee by $23,265, increased other G&A expenses by $3,873. General and administrative expenses from the company’s discontinued operations was $178,936 for the nine months ended September 30, 2024, compared to $802,416 for the nine months ended September 30, 2023. 

Other expenses, net 

Other expenses from the company’s continuing operations was $1,074,068 and $69,842 for the nine months ended September 30, 2024 and 2023, respectively. For the nine months ended September 30, 2024, other expenses mainly consisted of interest expense of $1,617, impairment of ROU asset of $1,050,940 due to early termination of the lease, and other expenses of $54,597, which was partly offset by other income of $33,086. For the nine months ended September 30, 2023, other expenses mainly consisted of interest expense of $1,652, other expenses of $73,058, which was partly offset by net other income of $4,868. Other expenses from the company’s discontinued operations were $5,448 for the nine months ended September 30, 2024, compared to $42,921 for the nine months ended September 30, 2023. 

Net loss from continuing operations 

We had a net loss of $1,538,158 from the company’s continuing operations for the nine months ended September 30, 2024, compared to $221,556 for the nine months ended September 30, 2023, an increase of $1,316,602 or 594.25%.

Net loss from discontinued operations 

We had net gain of $256,925 from the company’s discontinued operations for the nine months ended September 30, 2024 compared to net loss of $556,636 for the nine months end ended September 30, 2023. 

Comparison of continuing operations for the three months ended September 30, 2024 and 2023 

The following table sets forth the results of our operations for the periods indicated as a percentage of net sales. Certain columns may not add due to rounding.

Revenues

Revenues from the company’s continuing operations for the three months ended September 30, 2024 and 2023 were $134,690 and $nil, respectively, an increase of $134,690. Revenues from the company’s discontinued operations for the three months ended September 30, 2024 and 2023 were $nil and $155,695, respectively. 

Costs of revenues 

Costs of revenues from the company’s continuing operations for the three months ended September 30, 2024 and 2023 was $53,698 and $nil, respectively. Costs of revenues from the company’s discontinued operations for the three months ended September 30, 2024 and 2023 was $nil and $130,924, respectively. 

Gross profit 

For the factors mentioned above, the gross profit from the company’s continuing operations for the three months ended September 30, 2024 and 2023 was $80,992 and $nil, respectively. The gross profit from the company’s discontinued operations for the three months ended September 30, 2024 and 2023 was $nil and $24,771, respectively.

Operating expenses 

Selling expenses consisted mainly of advertising, show expense, products marketing, shipping expenses, and promotion expenses. Selling expense from the company’s continuing operations was $nil for the three months ended September 30, 2024, compared to $nil for the three months ended September 30, 2023. Selling expense from the company’s discontinued operations was $nil for the three months ended September 30, 2024, compared to $23,416 for the three months ended September 30, 2023.

General and administrative expenses consisted mainly of employee salaries and welfare, business meeting, utilities, accounting, consulting, and legal expenses. General and administrative expenses from the company’s continuing operations were $227,440 for the three months ended September 30, 2024, compared to $82,466 for the three months ended September 30, 2023, an increase of $144,796 or 175.20%, the increase was mainly due to increased rent expense by $137,366, increased salary by $10,000, which was partly offset by Office CAM fee of $6,280. General and administrative expenses from the company’s discontinued operations was $nil for the three months ended September 30, 2024, compared to $265,859 for the three months ended September 30, 2023.  

Other income (expenses), net 

Other expenses from the company’s continuing operations was $1,053,045 and $22,406 for the three months ended September 30, 2024 and 2023, respectively. For the three months ended September 30, 2024, other expenses were mainly the impairment of ROU asset of $1,050,940 due to early termination of the lease, and interest expense of $536. For the three months ended September 30, 2023, other expenses mainly consisted of interest expense of $548, and other expenses of $23,058, which was partly offset by net other income of $1,200. Other income from the company’s discontinued operations was $nil for the three months ended September 30, 2024, compared to $54,712 for the three months ended September 30, 2023. 

Net loss from continuing operations 

We had a net loss of $1,199,493 from the company’s continuing operations for the three months ended September 30, 2024, compared to $105,050 for the three months ended September 30, 2023, an increase of $1,094,443 or 1041.83%.

Net loss from discontinued operations 

We had net loss of $nil for the three months ended September 30, 2024, compared to net loss of $209,792 from discontinued operations for the three months end ended September 30, 2023. 

Liquidity and Capital Resources 

As of September 30, 2024, from the company’s continuing operations, we had cash and equivalents of $29,818, other current assets of $685,764, other current liabilities of $3,066,968, working capital deficit of $2,351,386, a current ratio of 0.23:1. As of December 31, 2023, from the company’s continuing operations, we had cash and equivalents of $nil, bank overdraft of $9,436, other current assets of $300,000, other current liabilities (excluding bank overdraft) of $2,441,020, working capital deficit of $2,150,456, a current ratio of 0.12:1.

The following is a summary of cash provided by or used in each of the indicated types of activities during the nine months ended September 30, 2024, and 2023, respectively.

Net cash provided by (used in) operating activities for continuing operations

Net cash provided by operating activities for continuing operations was $337,576 for the nine months ended September 30, 2024, compared to net cash used in operating activities of $201,599 in 2023. The increase of cash inflow of $539,175 from operating activities of continuing operations for the nine months ended September 30, 2024 was principally attributable to $300,000 payment received from sale of BEP, decreased prepayment and deposits to vendors by $79,545, decreased payment on accounts payable by $26,755, increased payment from customer deposit by $146,000, and decreased payment on accrued labilities and other payables by $202,097; which was partly offset by decreased collection from accounts receivable by $65,470, and decreased payment collected on other receivables by $197,294.

Net cash used in investing activities for continuing operations 

Net cash used in investing activities for continuing operations was $nil for the nine months ended September 30, 2024, compared to net cash used in investing activities for continuing operations of $3,614 in 2023, which was mainly for leasehold improvements.

Net cash provided by (used in) financing activities for continuing operations 

Net cash used in financing activities for continuing operations was $161,658 for the nine months ended September 30, 2024, compared to net cash provided by financing activities for continuing operations of $866,753 in 2023. The net cash used in financing activities for nine months ended September 30, 2024 mainly consisted of $151,300 loan repayment to one major shareholder (also the senior officer), decreased bank overdraft of $9,436, and payment of government loan of $922. The net cash provided by financing activities for the nine months ended September 30, 2023 consisted of proceeds of $865,491 from loan from one major shareholder (also the senior officer), and increased bank overdraft of $2,050, partly offset by payment of government loans of $788. 

Our current liabilities exceed current assets at September 30, 2024, and we incurred substantial losses and cash outflows from operating activities in the periods presented. We may have difficulty meeting upcoming cash requirements. As of September 30, 2024, our principal source of funds was loans from an officer (also is the Company’s major shareholder). As of September 30, 2024, we believe we will need $1.2 million cash to continue our current business for the next 12 months. In addition to our continuous effort to improve our sales and net profits, we have explored and continue to explore other options to provide additional financing to fund future operations as well as other possible courses of action. Such actions may include, but are not limited to, securing lines of credit, sales of debt or equity securities (which may result in dilution to existing shareholders), loans and cash advances from other third parties or banks, and other similar actions. There can be no assurance that we will be able to obtain additional funding (if needed), on acceptable terms or at all, through a sale of our common stock, loans from financial institutions, or other third parties, or any of the actions discussed above. If we cannot sustain profitable operations, and additional capital is unavailable, lack of liquidity could have a material adverse effect on our business viability, financial position, results of operations and cash flows. 

Contractual Obligations 

Long-Term Debts 

Government loans 

In May and June 2020, BEH, BEP and FDS received total of $215,600 from the Economic Injury Disaster Loan (“EIDL loan”) from the SBA after deducting $100 Uniform Commercial Code (“UCC”) handling charge and filing fee for each company. This is a low-interest federal disaster loan for working capital to small businesses and non-profit organizations of any size suffering substantial economic injury as a result of the Coronavirus (COVID-19), to help the businesses to meet financial obligations and operating expenses that could have been met had the disaster not occurred. This loan has interest of 3.75% and is not forgivable. The maturity of the loan is 30 years, installment payments including principal and interest of $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 September 30, 2024, the future minimum EIDL loan payments from the company’s continuing operations to be paid by year are as follows:

Off-Balance Sheet Arrangements 

We have not entered into any financial guarantees or other commitments to guarantee the obligations of any third parties. We have not entered into any derivative contracts that are indexed to our shares and classified as shareholder’s equity or that are not reflected in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or research and development services with us.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

As a smaller reporting company, as defined in 17 CFR § 229.10(f)(1), we are not required to provide the information requested by this Item.

Item 4. Controls and Procedures.

The Company’s Chief Executive Officer, Yin Yan, and Chief Financial Officer, William Sluss, are responsible for establishing and maintaining disclosure controls and procedures for the Company.

Evaluation of Disclosure Controls and Procedures

For purposes of this Item 4, the term disclosure controls and procedures means controls and other procedures of the Company (i) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934, as amended (15 U.S.C. 78a et seq. and hereinafter the “Exchange Act”) is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, and (ii) include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

On September 30, 2024, Ms. Yan and Mr. Sluss reviewed the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this report and has concluded that the Company’s disclosure controls and procedures are not effective to ensure that material information relating to the Company is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC. Ms. Yan and Mr. Sluss will continue to work on implementing controls and procedures to remedy this matter.

Report of Management

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (“ICFR”), as defined in Exchange Act Rule 13a-15. Our ICFR is designed to provide reasonable assurance to our management and board of directors regarding the preparation and fair presentation of published financial statements. Management conducted an assessment of our ICFR based on the framework and criteria established by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework (2013). Based on the assessment, management concluded that, as of September 30, 2024, our ICFR were not effective at the reasonable assurance level based on those criteria. Management will continue to work to develop ICFR and controls over our reporting procedures.

Our independent public accountant has not conducted an audit of our controls and procedures regarding ICFR and therefore expresses no opinion with regards to the effectiveness or implementation of our controls and procedures with regards to ICFR.

Changes in Internal Controls over Financial Reporting

There were no changes in our ICFR identified in connection with our evaluation of these controls as of the end of the quarter ending on September 30, 2024, as covered by this report that has materially affected, or is reasonably likely to materially affect, our ICFR.

Inherent Limitations on Effectiveness of Controls 

The Company’s management does not expect that its disclosure controls or its ICFR will prevent or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ending on September 30, 2024 that have materially affected or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

None.