SecProbe.io

March 26, 2020
Yin Yan
Chief Executive Officer
Bio Essence Corp.
8 Studebaker Drive
Irvine, CA 92618
Re:Bio Essence Corp.
Amendment No. 4 to Registration Statement on Form S-1
Filed March 12, 2020
File No. 333-232839
Dear Ms. Yan:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our February 24, 2020 letter.
Amendment No. 4 to the Registration Statement on Form S-1
Cover page
1.We note that the offering does not have a definitive end date; however, please note that
Item 501(b)(8) of Regulation S- K requires you to clearly disclose when the offering will
end. Please revise.
Risk Factors, page 8
2.We note the disclosure added in response to prior comment number 9. Please add a risk
factor discussing the dilutive effect that new investors will immediately experience upon
purchasing the offered shares.

 FirstName LastNameYin Yan
 Comapany NameBio Essence Corp.
 March 26, 2020 Page 2
 FirstName LastName
Yin Yan
Bio Essence Corp.
March 26, 2020
Page 2
Consolidated Financial Statements, page F-1
3.Please update your financial statements and related financial information including in the
filing, as necessary, to comply with Rule 8-08 of Regulation S-X.

            You may contact David Burton at (202) 551-3626 or Terence O'Brien at (202) 551-3355
if you have questions regarding comments on the financial statements and related matters. Please
contact Chris Edwards at (202) 551-6761 or Joe McCann at (202) 551-6262 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Devin W. Bone, Esq.