UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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BioRegenx, Inc. (formerly Findit, Inc.)
Form 10-K
For the Fiscal Year Ended December 31, 2023
Table of Contents
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PART I
ITEM 1. BUSINESS
BioRegenx, Inc. (formerly Findit, Inc.) was originally incorporated on December 23, 1998 in the state of Nevada. Effective March 8, 2024, BioRegenx, Inc., a Nevada corporation was merged into Findit, Inc. resulting in a change of control. Pursuant to the terms of the merger, the name of the company was changed to BioRegenx, Inc. (the “Company”).
Pursuant to the merger, all of the issued and outstanding BioRegenx, Inc. common and preferred shares were exchanged for 851,977,296 common shares and 3,800 Series A preferred shares of the Company which represented 90.0% of the voting securities of the Company. Concurrently, holder(s) of the Company’s Series A and Series B preferred shares retired all of their Series A and Series B preferred shares back into the treasury. The retired Series A and Series B preferred shares represented a voting control of 98.47% of the Company. Simultaneously, the majority shareholders retired a total of 172,197,602 common shares. The exchange value of the Company’s stock was the average closing price of the Company for the month of November 2022.
As soon as practical after the merger, both parties agreed to the implementation of up to a 1 for 25 reverse split of the Company's common and preferred stock to improve the Company's ability to attract institutional investors and analysts as well as to graduate to a senior exchange (OTCQB, NASDAQ).
Operating Subsidiaries
DocSun BioMedical Holdings, Inc.
On January 11, 2024, pursuant to a Securities Exchange Agreement effective November 15, 2023 and an Addendum to the Securities Exchange Agreement dated December 5, 2023, BioRegenx acquired DocSun Biomedical Holdings, Inc. Pursuant to the Securities Exchange Agreement, BioRegenx acquired all of the issued and outstanding securities of DocSun in exchange for 4,800,000 BioRegenx common shares.
Technology
DocSun combines three proven technologies in the DocSun Artificial Intelligence (AI) Engine. The DocSun AI Engine integrates advanced ballistocardiography, which can detect an individual's heartbeat without touch, and photoplethysmography, a method that uses light to track the flow of blood. These methodologies are further enriched with the decoding capabilities of optical coherence tomography, a technique that creates detailed images of structures inside the body. This combination is meticulously designed to harness the power of artificial intelligence for accurate vital sign estimation.
By deploying a strategic facial scanning technique, the engine captures and analyzes nuanced physiological signals. This not only facilitates the precise extraction of vital signs but also ensures a non-invasive, user-friendly approach to health monitoring, embodying a confluence of technology and practical applicability in the realm of remote health diagnostics.
Sales and Marketing
DocSun's engineering team is actively engaged in installing new hardware and coding software to enhance AI capabilities, paving the way for future growth opportunities.
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Contracts
DocSun entered into a technical services agreement with a large software technology company to provide technical services in China, Hong Kong and Macao. This agreement involves supplying DocSun's AI Engine technology to the distributor targeting multiple sectors, including the latest release of DocSun’s Software Development Kit (SDK). Initial revenues stem from the testing of DocSun's SDK in fleet and electric vehicles (EV's) amongst other applications, with commercialization slated to begin in late third quarter or early fourth quarter. As per the agreement terms, DocSun will receive a signing fee of $200,000 (payable over ten months) and will receive a 40% of all the revenue generated including 40% of the $10 per vehicle license fee from the EV automotive manufacturer. The term of the agreement commences upon receipt of the first installment of the signing fee and is for a period of five years.
On October 16, 2023, DocSun entered into a License Agreement with NuLife Sciences, Inc. under which it granted NuLife a world-wide non-exclusive license to use its technology. DocSun shall receive a license fee of $3.50 per subscriber. The first demo scan is complimentary for each unique email address. The agreement will continue for an initial period of three years and will automatically renew for periods of three years unless either party gives not of non-renewal to the other party at least thirty days prior to the end of any three year term.
Additionally, under the License Agreement, NuLife paid DocSun $155,000 for the development costs related to the development of TruScan.Ai mobile app/website. The development encompasses:
(a) Incorporating DocSun's AI Engine: A pivotal integration, enabling the platform to deliver 21 critical health indications, ensuring comprehensive and accurate health monitoring.
(b) User-Experience (UX) Design: Seamless Navigation, Personalized Monitoring
DocSun is sculpting an intuitive and accessible interface, meticulously designed to cater to users across all demographics, ensuring effortless navigation and utilization of the platform. DocSun’s focus is to empower users with the ability to:
(c) Monitor Holistically: View and analyze their health metrics not just as standalone figures, but as a comprehensive, easy-to-understand narrative, whether they choose to explore it daily, monthly, or across custom-defined periods.
(d) Historical Wellness Tracking: A dedicated section for users to effortlessly scroll through their past wellness scans, juxtaposed with the latest data, enabling them to observe, compare, and comprehend their wellness journey over time.
(e) Engaging Visuals: Employing vibrant, yet non-intrusive visuals to represent data, ensuring users can at a glance, comprehend their health status and any fluctuations therein.
(f) Personalized Alerts: Tailoring notifications and alerts to keep users abreast of their wellness, gently nudging them towards maintaining or enhancing their health metrics and potential products.
Through these, DocSun’s aim is to not just provide data but to enhance user engagement, making health monitoring not a task, but an engaging, insightful experience.
(g) Integration with VitalWellness mobile app: A crucial phase of the development involves seamless integration into the VitalWellness mobile app, ensuring that the rich functionalities and health indications of TruScan.Ai are accessible to users across both Apple and Android platforms. This integration is not just about data sharing but ensuring that user experiences are unified and coherent across platforms, providing a consistent and reliable health monitoring experience.
Revenues
DocSun will derive revenues under the terms of the distribution agreement described above and from the licensing of its technology.
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Microvascular Health Solutions™ LLC
MVHS specializes in research, product development, sales, and education, notably producing the patented Endocalyx Pro™ dietary supplement. MVHS also manufactures and distributes the patented GlycoCheck™ software and Class 1 medical device. Presently, MVHS actively participates in multiple double-blind placebo studies worldwide, exploring the impact of Endocalyx Pro™ on various health conditions while maintaining compliance with GMP regulations.
Patents
Endocalyx Pro™ patents:
United States: US9943572
Europe: EP3280423
China: ZL 201680033444.2
Japan: 6518796
South Korea: 10-1972691
Canada (Pending): 3020277
Products
Endocalyx Pro™. Endocalyx Pro™ is a dietary supplement targeting microvascular capillary health.
Production. Our supplement is produced by a fully accredited and certified manufacturing facility. Our source has provided outstanding contract manufacturing, formulation expertise, and custom finishing and packaging to the dietary supplement industry. They specialize in encapsulation, tablet compression, powder blending and filling, and product development. The company is currently in discussions with other fully accredited and certified manufacturing facilities for future expansion.
Distribution. Distribution is handled at NuLife Sciences in Chattanooga, TN and Midstates Fulfillment, Aberdeen, SD.
Sales and marketing. The supplement has achieved monthly sales figures that have demonstrated consistent growth. In 2024, the Company is intensifying its sales and marketing efforts to further boost sales, with GlycoCheck's integration into the market expected to synergistically enhance Endocalyx Pro sales.
Additional supplements. MVHS offers a range of supplements through its wholly-owned subsidiary, MyBodyRx, LLC.
Wholly Owned Subsidiary
MyBodyRx™ is a manufacturing, sales and product development company that produces dietary supplements that complement and work synergistically with the patented and clinically tested Endocalyx Pro™ product to support and improve healthy aging and increase longevity.
MyBodyRx™ is produced by a fully accredited and certified manufacturing facility. Our source has provided outstanding contract manufacturing, formulation expertise, and custom finishing and packaging to the dietary supplement industry. They specialize in encapsulation, tablet compression, powder blending and filling, and product development.
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Contracts
Since 2020, MVHS has worked with Omni Imaging, Inc., a research and development company which focuses on the innovation and renovation of imaging technologies specifically on medical, consumer and industrial applications. MVHS and Omni are jointly developing and producing the CapiVision™ cameras for GlycoCheck™. MVHS has filed one pending patent relating to the camera.
Revenues
MVHS derives revenue from sales of GlycoCheck™ systems to academic research hospitals and groups, private medical practices, pharmacies, dentists, and wellness practitioners. Income is also derived from transfer sales of GlycoCheck™ with NuLife Sciences™. Endocalyx Pro™ dietary supplements are sold to doctors, patients, and consumers. In addition, revenue is derived from sales of Endocalyx Pro™ to medical wholesalers and resellers. Endocalyx Pro™ is produced and sold at transfer pricing as an intercompany transaction with NuLife Sciences™.
Additionally, in December 2023, MVHS unveiled the updated version of its pioneering GlycoCheck device, boasting significant hardware and software enhancements. MVHS commenced sales by fulfilling pre-orders and continues to deliver on new sales, with GlycoCheck system packages priced between $22,000 to $32,000, generating monthly recurring revenue based on tests performed. Favorable financing options have been secured for GlycoCheck customers, ensuring accessibility and affordability.
MyBodyRx derives revenue from supplements that are designed to be synergistic with Endocalyx ProTM. These products are produced and sold at transfer pricing as an intercompany transaction with NuLife SciencesTM.
NuLife Sciences™, Inc.
NuLife functions as a marketing and distribution enterprise, aiming to redefine health and longevity by leveraging advanced technologies. NuLife exclusively markets the MyBodyRx supplement line, that includes our patented product Endocalyx Pro™ and also markets GlycoCheck™ along with other medical and wellness devices for overall improved health and wellness outcomes.
In addition to the line of the MyBodyRx nutraceutical products offered, NuLife markets hydrogen water products, medical and wellness devices such as Pulsed Electro-Magnetic Field devices and StimaWELL, a class II Electronic Muscle Stimulation therapy device through a network of independent affiliates, practitioners, and customers. NuLife is currently developing a wellness app with a technology company which will provide DNA and epigenetics testing products and services. These therapies cater to a wide array of health indications, promoting overall well-being.
TruScan.Ai mobile app/website.
NuLife is working in collaboration with DocSun to develop its TruScan.AI mobile app integrating DocSun’s AI engine. The platform is designed to seamlessly integrate additional health indications as they are developed and released by Licensor in the future. TruScan.Ai mobile app will incorporate health indicators in the following four sectors: vitals, nutrients, wellness and skin health metrics. The TruScan.Ai mobile app is scheduled for release in the second quarter of 2024.
VitalWellness mobile app
NuLife is also in development of VitalWellness app to be call VitalWellness that will merge its DNA and epigenetics platform with the TruScan.Ai technology.
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Contracts
As described above under DocSun, NuLife entered into a license agreement with DocSun to use the DocSun technology.
Sales and Marketing
NuLife currently utilizes a network of active independent brand partners in addition to both retail and auto-ship customers.
Revenue
Revenue is generated from the sale of goods and services to doctors, healthcare practitioners, patients, consumers and wholesale distribution.
Findit Ai Connect, Inc.
Simultaneously with the closing of the merger, the Registrant created Findit Ai Connect, Inc. (Findit Ai), a wholly owned subsidiary and capitalized the subsidiary with the Findit pre-merger assets and liabilities. Findit Ai owns Findit.com and the Findit App that is available in Android and IOS through the Google Play Store and the Apple App store. Findit.com and the Findit App operate as a Social Media Content Management Platform, that includes its own interactive search engine. Members can utilize Findit Ai search to submit URLs they want Findit Ai to index in Findit search results. Nonmembers can come to Findit Ai and enter search queries, Findit Ai returns matching search results from content posted in Findit Ai along with outside web pages that have been submitted.
Patents, Trademarks Licenses and Other Intellectual Property
We own trademarks in “Findit” and “Findit.com”.
Products and Services
Both Findit.com, the website and the Findit App are accessible to anyone, this means you do not need to be a member of Findit Ai to view or search content posted in Findit Ai. Anyone that wants to have content indexed in Findit Ai search or viewed by visitors on Findit Ai can do so by creating a free account and posting their content to the various verticals Findit Ai offers.
Claim Your Name – Claim Your Name is a tool offered on Findit Ai to members that want to have a specific URL extension after Findit.com can purchase these URLs on Findit Ai. The purchase price for one is currently $9.95. The price has varied over several years. Members that run paid for online marketing campaigns with Findit Ai often get multiple Findit Ai URLs as part of their campaign budget. The Claim Your Name feature does provide members that have specific words in their extension URLs do get preferential indexing in the Company’s search engine.
Search Engine Optimization – Findit Ai provides online Search Engine Optimization services also known as SEO. Findit Ai offers these services to clients to that are seeking to index better in search engines that include but are not limited to Findit, Google, Yahoo and Bing. SEO services are offered from Findit Ai as a one-time payment for a specific task or on an ongoing basis, typically paid for monthly.
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Content Campaigns – Findit Ai offers businesses and individuals online content campaigns. These campaigns provide Findit Ai clients/customers with content that the Findit Ai staff creates and posts the content created within the Findit Ai members account that hired Findit Ai. This content can include written words, videos, pictures, audio and back links. The purpose of these types of campaigns is to provide the Findit Ai client with additional content for Findit Ai and outside search engines that include but are not limited to Google, Yahoo and Bings to index and increase the clients overall online web presence organically. The content created and posted to Findit Ai can also be shared to outside websites that are typically other social networking sites. These social sites are Facebook, Twitter, Pinterest, LinkedIn, Instagram (from the APP to IM) along with approximately 80 other social and bookmarking sites. The share function is on the Findit.com website and is provided through ShareThis®. Content campaigns typically are offered in 30 day intervals and clients automatically renew. At this time Findit Ai does not lock clients in for more than 30 days and offer this service based on the number of pieces of content created. The content created is typically done over 30 days but can be done in shorter or longer period of time depending on the clients’ instructions.
Social Media Campaigns– Findit Ai offers clients Social Media campaign services as a paid for service. These services are offered to clients that are typically seeking more engagement from individuals on social networking sites. Clients are looking to build brand awareness, more friends and or followers, receive comments on posts, likes and or other reactions Members of Findit Ai can also use Findit Ai themselves to run social media campaigns without paying Findit Ai any monies. Findit Ai does offer some paid for tools to enhance a social media campaign that the Findit member can opt in and pay for. This includes a promoted post feature. A promoted post is currently offered at $19.00 per promoted post. A post that is promoted is created in the Findit Right Now status update section of Findit.com or from the Findit App. The member can select to have the post promoted for $19.00. Once a member selects to have the post promoted a Findit Ai social media person will take that Right Now post and share it through Findit Ai’s social networking accounts. These accounts include but are not limited to Google My Business, Facebook, Pinterest, Twitter and LinkedIn.
Web Design – Findit Ai offers web design services. Findit Ai tends to develop and build sites using Wordpress. Sites are typically built for existing clients that are utilizing the Company’s services on a monthly basis to enhance their online presence. Findit Ai’s web design services are not advertised on the website as a service. The web design service is typically offered to an existing client that may benefit from a newer version website. Findit Ai provides members the ability to post content and once it is posted they have the option to share the content they posted to outside websites that include but are not limited to Facebook, Pinterest, LinkedIn, Twitter and more. In addition to the member who posts the content, anyone who views the content also has the ability to share the content to their social accounts. Once content is posted in Findit, the content gets indexed in Findit Search results.
With Findit Ai’s open platform for anyone to submit URLs that they want to have indexed in Findit Ai along with posting status updates through Right Now. Status Updates posted in Findit Ai can be crawled by outside search engines to assist in additional organic indexing. All post can be shared to other social and bookmarking sites.
Findit Ai also provides news and press release distribution services. Findit Ai has also developed a social networking App that is available to Android and iOS devices.Findit Ai is focused on the development of monetized internet-based web and app products that increase brand awareness for both private and public companies along with individuals, entrepreneurs and artists.
Apple IOS is reporting 96 downloads, 2.7k impressions in 2022 and an additional 16 downloads, 1.7k impressions in 2023. Findit Ai downloads according to Google Android Playstore are currently unknown but management is of the opinion that the number would not be significantly different than the iOS downloads and usage. These numbers are provided from Apple through our accounts. A Findit member is someone who has created a Findit account by creating a username and password on the platform. We do not determine, at this time, which members are active and which members are inactive. We currently do not have code written that provides these analytics. We intend, as funds allow, to bring on additional developers that will be able to write code that will provide this data.
Revenues
We currently monetize Findit in several ways, through online content marketing campaigns, offering online products and tools through Findit.com.
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Market Size
Overview
The global health market, valued at over $4 trillion, undergoes transformative shifts, including the rise of remote health monitoring and proactive healthcare solutions. The Company actively addresses this market through innovative technologies and strategic initiatives.
As of the latest available market data, the Company operates at the forefront of the expansive anti-aging, health, and longevity markets, which collectively represent a multi-trillion-dollar industry. The following analysis integrates recent market figures, trends, and opportunities in each sector, emphasizing the substantial growth potential. Additionally, insights into DocSun's AI technology and its applications in Telehealth, Automotive EV cars, and the broader transportation market are detailed.
Trends and Growth Potential
| · | Telehealth and Remote Monitoring: The industry experiences a notable shift towards remote health monitoring and telehealth services, valued at approximately $176 billion. | |
| · | Preventive Healthcare: Increasing awareness prompts a transition from reactive to proactive healthcare, creating opportunities for innovative solutions. |
Market Strategy
The Company and its subsidiaries adopt a comprehensive approach encompassing business-to-business (B2B) and business-to-consumer (B2C) strategies. These strategies are tailored for targeted markets, including academic research hospitals, medical professionals, and direct-to-consumer initiatives.
Marketing Strategies:
| · | Leverage existing relationships with the healthcare practitioner community through training, seminars, webinars, and other industry events. | |
| · | Continue engaging with researchers to perform tests using GlycoCheck™ to link microvascular health to conditions and disease. | |
| · | Continue engaging with researchers on double-blind placebo studies of Endocalyx Pro™ | |
| · | DocSun AI technology as cutting edge solutions in healthcare, transportation, insurance | |
| · | Use affiliate marketing programs where the company collaborates with nutritionists and wellness influencers for synergistic formulas. | |
| · | DOCSUN AI Engine: Engage healthcare influencers and professionals through gig economy channels, highlighting the AI engine's capabilities. Promote the product through webinars and social media campaigns. | |
| · | TruScan.Ai Integration in the VitalWellness App: Leverage gig economy influencers to showcase the app's convenience and accuracy through personal testimonials and user stories. |
Sales and Distribution:
| · | Continued sales to academic researchers worldwide for validation of the science | |
| · | Expand sales to healthcare facilities, diagnostic labs, and emergency room care | |
| · | Direct-to-consumer sales | |
| · | Sales through supplement wholesale distribution | |
| · | Sales through practitioner clinic locations | |
| · | Partnerships with wellness centers and genetic testing providers for extended accessibility. | |
| · | B2B sales for the DOCSUN AI Engine to healthcare institutions, facilitated by gig economy influencers. | |
| · | B2C distribution for the VitalWellness App through online app stores. |
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Pricing Strategies and Positioning:
| · | Recurring sales on Software as a Service tests performed using GlycoCheck™ | |
| · | Recurring sales from practitioner recommendations, and direct-to-consumer sales, of supplement products | |
| · | Synergistic supplement product extensions | |
| · | Enable wholesalers, influencers, to make a profit on sales for their continued engagement |
Pricing Strategies and Positioning:
| · | DOCSUN AI Engine positioned as a premium solution for healthcare professionals. | |
| · | VitalWellness App competitively priced for widespread consumer adoption within gig economy channels. |
Competition
There is huge competition in the anti-aging market due to the presence of many domestic and international market players. Most of the market players are adopting various growth strategies, such as acquisitions, partnerships, and new product launches, in order to secure their position in the market.
(https://www.mordorintelligence.com/industry-reports/anti-aging-market)
All aspects of the health, nutritional, supplements and medical devices business are highly competitive. The firms that our subsidiaries compete with include large well-known firms who have substantially greater financial and personnel resources. Our subsidiaries compete for business on the basis of our experience in the industry, their ability to execute business transactions and the strength of our relationships with their clients. Intense competition could negatively affect their operations.
We face significant competition in almost every aspect of our business, including from companies such as Google, Microsoft, Facebook, Instagram, Twitter, Zillow and other press release distribution services. These competitors offer a variety of Internet products, services, content, and online advertising offerings, as well as from mobile devices that offer products and services that may compete with specific Findit features. We also face competition from traditional and online media businesses for content to be posted on the Findit Platform.
We currently are not running paid advertising campaigns on Findit, but we plan to in the future. When the Company does offer paid for advertising we expect to face competition from these same companies. We compete broadly with Facebook, Instagram and Twitters social networking offerings along with Google, Yahoo and Bing for search queries. As we introduce new products, as our existing products evolve, or as other companies introduce new products and services, we may become subject to additional competition.
Some of our current and potential competitors have significantly greater resources and better competitive positions in certain markets than we do. These factors may allow our competitors to respond more effectively than us to new or emerging technologies and changes in market requirements. Our competitors may develop products, features, or services that are similar to ours or that achieve greater market acceptance, may undertake more far-reaching and successful product development efforts or marketing campaigns, or may adopt more aggressive pricing policies. Certain competitors, including Google, could use strong or dominant positions in one or more markets to gain competitive advantage against us in creating a similar search feature that offers people the ability to submit web pages for indexing under various titles and descriptions. Other social networking sites or sites that do not exist yet could create similar featured Findit offers to compete with our market share. As a result, our competitors may acquire and engage users at the expense of the growth or engagement of our user base, which may negatively affect our business and financial results.
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We believe that our ability to compete effectively depends upon many factors both within and beyond our control, including:
| · | the usefulness, ease of use, performance, and reliability of our products compared to our competitors; | |
| · | the size and composition of our user base; | |
| · | the engagement of our users with our products; | |
| · | the timing and market acceptance of our products and our tools; | |
| · | our ability to monetize our products, including our ability to successfully monetize app usage; |
Competitors range from traditional healthcare providers to emerging telehealth startups and health technology companies.
| Anti-Aging (in general): Key Competitors: |
| Competition in this space remains fierce, encompassing established skincare and wellness brands, alongside emerging players focusing on technology-driven anti-aging solutions. |
| Industry Competition: The health and wellness sector is highly competitive, with potential challenges in differentiating BioRegenx's products and services. |
Competitive Advantages
Pricing Strategies and Positioning:
| · | Synergistic formulas positioned competitively for all channels |
Pricing Strategies and Positioning:
| · | Maintain a competitive pricing strategy for the VitalWellness App to encourage widespread adoption. | |
| · | VitalWellness App competitively priced for widespread consumer adoption within gig economy channels. |
Operational Systems:
We have developed cutting-edge operational systems that enable us to provide high-quality products and services at a competitive cost. These systems include streamlined manufacturing processes, efficient supply chain management, and advanced technologies for product development.
Employees
In addition to its respective officers, the Company and its subsidiaries currently employ ten individuals, along with strategic outsourcing to keep resources focused where they are needed.
Implications of Being an “Smaller Reporting Company”
Certain reduced reporting requirements and exemptions are available to us due to the fact that we qualify as a “smaller reporting company” under SEC rules. For instance, smaller reporting companies are not required to obtain an auditor attestation report regarding management’s assessment of internal control over financial reporting; are not required to provide a compensation discussion and analysis; are not required to a pay-for-performance graph or CEO pay ratio disclosure; and may present only two years of audited financial statements and related MD&A disclosure. Investors should be aware that we will be subject to the "Penny Stock" rules adopted by the Securities and Exchange Commission, which regulate broker-dealer practices in connection with transactions in Penny Stocks. These regulations may have the effect of reducing the level of trading activity, if any, in the secondary market for our stock, and investors in our common stock may find it difficult to sell their shares.
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ITEM 1A. RISK FACTORS
Not applicable to a smaller reporting company.
ITEM 1B. UNRESOLVED STAFF COMMENTS
Not applicable.
ITEM 2. PROPERTIES
The Company is a global company that takes advantage of the ability to work remotely from many locations utilizing the latest video technology that has proven to be effective for businesses during the Covid-19 pandemic. We were effectively working remotely for several years prior to the pandemic and consequently were not affected by stay-at-home orders since early 2020.
The Company is currently located at 7407 Ziegler Rd., Chattanooga, Tennessee 3742. BioRegenx shares the Chattanooga offices with NuLife. The offices consist of 1,000 sq ft. leased on a month to month basis with a monthly lease rate of $1,275. The lease payment is paid by NuLife. Additional facilities will be leased as needed.
ITEM 3. LEGAL PROCEEDINGS
The Company may be involved in legal proceedings in the ordinary course of business. Such matters are subject to many uncertainties, and outcomes are not predictable with assurance. There are no material pending legal proceedings.
From time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.
ITEM 4. MINE SAFETY DISCLOSURES
None
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PART II
ITEM 5. MARKET FOR COMPANY’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Item 5(a)
a) Market Information. The Company trades under the symbol FDIT on the OTC Markets Pink. The quotations represent inter-dealer prices without retail markup, markdown or commission, and may not necessarily represent actual transactions.
There have been a limited amount of trades of the Company’s stock since it was listed on the OTC Markets Pink there are no assurances that a market will ever develop for the Company's stock.
The following table sets forth the high and low sales prices for our common stock, which has been listed on the OTC Markets Pink for all periods presented.
| Year Ended December 31, 2023 | High | Low | ||||||
| 3/31/2023 | $ | 0.08 | $ | 0.06 | ||||
| 6/30/2023 | $ | 0.06 | $ | 0.06 | ||||
| 9/30/2023 | $ | 0.04 | $ | 0.04 | ||||
| 12/31/2023 | $ | 0.03 | $ | 0.02 | ||||
| Year Ended December 31, 2022 | High | Low | ||||||
| 3/31/2022 | $ | 0.02 | $ | 0.02 | ||||
| 6/30/2022 | $ | 0.01 | $ | 0.01 | ||||
| 9/30/2022 | $ | 0.01 | $ | 0.01 | ||||
| 12/31/2022 | $ | 0.06 | $ | 0.02 | ||||
b) Holders. On April 11, 2024, there were 298 shareholders of record of our common stock.
c) Dividends. Holders of our common stock are entitled to receive such dividends as may be declared by our board of directors. No dividends on our common stock have ever been paid, and we do not anticipate that dividends will be paid on our common stock in the foreseeable future.
d) Securities authorized for issuance under equity compensation plans.
There are no outstanding grants or rights or any equity compensation plan in place.
e) Performance graph. Not applicable.
f) Sale of unregistered securities.
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During the year ended December 31, 2023, the Company issued 1,000,000 shares of common stock to non-affiliates for services. The shares were valued at $0.0816, the closing stock price on the date of grant, for total non-cash compensation expense of $81,600. The securities were issued under Rule 4(a)(2) of the Securities Act of 1933.
On March 31, 2023, the Company issued 6,005,400 shares of common stock to Mr. Powers, for $28,270 of debt and $8,539 for expense reimbursement. The shares were valued at $0.0816, the closing stock price on the date of grant, resulting in a loss on the issuance of $453,232.
Subsequent to year end, pursuant to the merger, on March 8, 2024, all of the issued and outstanding BioRegenx common and preferred shares were exchanged for 851,977,296 common shares and 3,800 Series A preferred shares of the Registrant which represented 90.0% of the voting securities of the Registrant. Concurrently, holder(s) of the Registrant’s Series A and Series B preferred shares retired all of their Series A and Series B preferred shares back into the treasury. The Series A and Series B preferred shares represented a voting control of 98.47% of the Company.
Simultaneously, the majority shareholders retired a total of 172,197,602 common shares. The exchange value of Company’s stock was the average closing price of Company for the month of November 2022. The securities were issued under Rule 506 of Regulation D of the Securities Act of 1933.
ITEM 6. SELECTED FINANCIAL DATA
Not applicable to a smaller reporting company.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward-looking Statements
Statements in this Management’s Discussion and Analysis of Financial Condition and Results of Operation, as well as in certain other parts of this Annual report on Form 10-K (as well as information included in oral statements or other written statements made or to be made by the Company) that look forward in time, are forward-looking statements made pursuant to the safe harbor provisions of the Private Litigation Reform Act of 1995. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, expectations, predictions, and assumptions and other statements that are other than statements of historical facts. Although the Company believes such forward-looking statements are reasonable, it can give no assurance that any forward-looking statements will prove to be correct. Such forward-looking statements are subject to, and are qualified by, known and unknown risks, uncertainties and other factors that could cause actual results, performance, or achievements to differ materially from those expressed or implied by those statements. These risks, uncertainties and other factors include, but are not limited to the Company’s ability to estimate the impact of competition and of industry consolidation and risks, uncertainties and other factors set forth in the Company’s filings with the Securities and Exchange Commission, including without limitation to this Annual Report on Form 10-K.
The Company undertakes no obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this Form 10-K.
Results of Operations
For the year ended December 31, 2023, the Company received total revenues from Findit services of $22,243 with cost of goods sold of $0 resulting in a gross margin of $22,243. Comparatively, for the year ended December 31, 2022, the Company received total revenues from Findit services of $42,159 with cost of goods sold to $0 resulting in a gross margin of 42,159.
| 12 |
For the year ended December 31, 2023, the Company incurred total operating expenses of $131,906 which consisted of advertising and marketing expenses of $245, amortization expense of $5,932, professional fees of $7,080, programming fees of $700, web design and hosting expense of $18,095 and general and administrative expenses of $18,254. Comparatively, for the year ended December 31, 2022, the Company incurred total operating expenses of $120,467 which consisted of advertising, marketing and press release expenses of $6,043, amortization expense of $5,932, content writing of $21,750, professional fees of $27,928, programming fees of $9,735, web design and hosting expense of $21,432 and general and administrative expenses of $27,647.
For the year ended December 31, 2023, the Company had a loss on conversion of debt-related party of $(453,232), unrealized loss on investment of $(20,900) and interest expense of $(8,276) resulting in total other expense of $(482,408). Comparatively, for the year ended December 31, 2022, the Company had total other expense of $0.
For the years ended December 31, 2023 and 2022, the Company had a net loss of $(592,071) and $(78,308), respectively.
For the years ended December 31, 2023 and 2022, the Company had unrealized loss on available-for-sale securities of $(20,800) and $(39,000), respectively resulting in total comprehensive loss of $(576,652) and $(117,308) for the respective periods.
Liquidity and Capital Resources
For the year ended December 31, 2023, the Company had a net loss of $(592,071). For the year ended December 31, 2023, the Company incurred amortization expense of $5,932, investment in Chill N Out Cryotherapy-related party of $20,900, common stock issued for services of $81,600, common stock issued for expenses – related party of $8,539, accounts payable of $(8,521) resulting in net cash used by operating activities of $(13,347).
For the year ended December 31, 2022, the Company had a net loss of $(117,308). For the year ended December 31, 2022, the Company incurred amortization expense of $5,932, investment in Chill N Out Cryotherapy-related party of $39,000, and accounts payable of $7,724 resulting in net cash used by operating activities of $(64,652).
For the years ended December 31, 2023 and 2022, the Company did not pursue any investing activities.
For the year ended December 31, 2023, the Company made repayment of loans – related party of $(110), received proceeds from loans payable – related party of $12,781 resulting in net cash used in operating activities of $13,347).
For the year ended December 31, 2022, the Company received proceeds from loans payable-related party of $41,670 and repayment of loans-related party of $(700) resulting in net cash provided by financing activities of $40,970.
The Company merged into BioRegenx, Inc, a Nevada corporation subsequent to year end. Management intends to raise additional debt or equity financing to fund ongoing operations and for necessary working capital. However, there is no assurance that such financing plans will be successful or be obtained in amounts sufficient to meet the Company’s needs.
Notwithstanding, the Company anticipates generating losses and therefore may be unable to continue operations in the future. The Company anticipates it will require additional capital in order to develop its business. The Company may use a combination of equity and/or debt instruments or enter into a strategic arrangement with a third party. Management has yet to find a solution to its funding requirements.
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Going Concern
Our ability to continue as a going concern is contingent upon the successful completion of additional financing arrangements and our ability to achieve and maintain profitable operations.
Therefore, management plans to raise equity capital to finance the operating and capital requirements of the Company. While the Company is devoting its best efforts to achieve the above plans, there is no assurance that any such activity will generate funds that will be available for operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern.
Significant changes in the number of employees
We currently have a total of ten employees. We are dependent upon our officers for our future business development. As our operations expand we anticipate the need to hire additional employees, consultants and professionals; however, the exact number is not quantifiable at this time.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results or operations, liquidity, capital expenditures or capital resources that is material to investors.
Critical Accounting Policies and Estimates
Revenue Recognition: The Company recognizes revenue related to product sales when (i) persuasive evidence of the arrangement exists, (ii) shipment has occurred, (iii) the fee is fixed or determinable, and (iv) collectability is reasonably assured.
Recent Pronouncements
The Company's management has evaluated all the recently issued accounting pronouncements through the filing date of these financial statements and does not believe that any of these pronouncements will have a material impact on the Company's current financial position and results of operations.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable
| 14 |
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
BIOREGENX, INC. (formerly FINDIT, INC.)
Financial Statements
For the Year Ended December 31, 2023
TABLE OF CONTENTS
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Report of Independent Registered Public Accounting Firm
To the shareholders and the board of directors of BioRegenx, Inc.
Opinion on the Financial Statements
We have audited the accompanying balance sheets of BioRegenx, Inc. as of December 31, 2023 and 2022, the related statements of operations, stockholders' equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.
Substantial Doubt about the Company’s Ability to Continue as a Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has suffered recurring losses from operations and has a significant accumulated deficit. In addition, the Company continues to experience negative cash flows from operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
Critical Audit Matter
Critical audit matters are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.
We determined that there are no critical audit matters
/S/
We have served as the Company's auditor since 2020
April 10, 2024
| 16 |
BIOREGENX, INC. (formerly FINDIT, INC.)
BALANCE SHEETS
| December 31, 2023 | December 31, 2022 | |||||||
| ASSETS | ||||||||
| Current Assets: | ||||||||
| Cash | $ | $ | ||||||
| Total Current Assets | ||||||||
| Non-Current Assets: | ||||||||
| Domain Name & Website, net of amortization of $ | ||||||||
| Investment in Chill N Out Chryotherapy – related party | ||||||||
| Total Other Assets | ||||||||
| Total Assets | $ | $ | ||||||
| LIABILITIES & STOCKHOLDERS' DEFICIT | ||||||||
| Current Liabilities: | ||||||||
| Accounts Payable and Accrued Expenses | $ | $ | ||||||
| Current Portion Long-Term Debt | ||||||||
| Loans Payable – Related Party | ||||||||
| Total Current Liabilities | ||||||||
| Long-Term Debt | ||||||||
| Total Liabilities | ||||||||
| Stockholders' Deficit: | ||||||||
| Preferred Stock, Series A, $ par value, shares authorized, shares issued and outstanding | ||||||||
| Preferred Stock, Series B, $ par value, shares authorized, shares issued and outstanding | ||||||||
| Common Stock, $1 par value, shares authorized, and issued and outstanding, respectively | ||||||||
| Additional Paid in Capital | ||||||||
| Accumulated Deficit | ( | ) | ( | ) | ||||
| Total Stockholders' Deficit | ( | ) | ( | ) | ||||
| Total Liabilities and Stockholders' Deficit | $ | $ |
The accompanying notes are an integral part of these financial statements.
| 17 |
BIOREGENX, INC. (formerly FINDIT, INC.)
STATEMENTS OF OPERATIONS
| For the Years Ended December 31, | ||||||||
| 2023 | 2022 | |||||||
| Revenues: | ||||||||
| Findit Services | $ | $ | ||||||
| Operating Expenses: | ||||||||
| Advertising and Marketing Expenses | ||||||||
| Amortization Expense | ||||||||
| Consulting Services | ||||||||
| Content Writing | ||||||||
| General and Administrative Expense | ||||||||
| Professional Fees | ||||||||
| Programming Fees | ||||||||
| Web Design and Hosting Expense | ||||||||
| Total Operating Expenses | ||||||||
| Loss from Operations | ( | ) | ( | ) | ||||
| Other Expense: | ||||||||
| Loss on conversion of debt – related party | ( | ) | ||||||
| Interest Expense | ( | ) | ||||||
| Total Other Expense | ( | ) | ||||||
| Loss Before Provision for Income Tax | ( | ) | ( | ) | ||||
| Provision for Income Tax | ||||||||
| Net Loss | ( | ) | ( | ) | ||||
| Other Comprehensive Loss | ||||||||
| Unrealized loss on available-for-sale securities | ( | ) | ( | ) | ||||
| Total Comprehensive Loss | $ | ( | ) | $ | ( | ) | ||
| Loss Per Share, Basic and Diluted | $ | ) | $ | ) | ||||
| Weighted Average Shares Outstanding, Basic and Diluted | ||||||||
The accompanying notes are an integral part of these financial statements.
| 18 |
BIOREGENX, INC. (formerly FINDIT, INC.)
STATEMENTS OF CHANGES IN STOCKHOLDERS’ (DEFICIT) EQUITY
For the Year Ended December 31, 2023 and 2022
| Common Stock | Preferred Stock, Series A | Preferred Stock, Series B | Additional Paid | Accumulated | Total Stockholders’ | |||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | in Capital | Deficit | Equity | ||||||||||||||||||||||||||||
| Balance, December 31, 2021 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||
| Net Loss | – | – | – | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Balance, December 31, 2022 | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| Shares issued for services | – | – | ||||||||||||||||||||||||||||||||||
| Shares issued for debt and services – related party | – | – | ||||||||||||||||||||||||||||||||||
| Net Loss | – | – | – | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Balance, December 31, 2023 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||
The accompanying notes are an integral part of these financial statements.
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BIOREGENX, INC. (formerly FINDIT, INC.)
STATEMENTS OF CASH FLOWS
| For the Years Ended December 31, | ||||||||
| 2023 | 2022 | |||||||
| Cash Flow from Operating Activities: | ||||||||
| Net Loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used by operating activities: | ||||||||
| Amortization expense | ||||||||
| Investment in Chill N Out Cryotherapy – related party | ||||||||
| Common stock issued for services | ||||||||
| Common stock issued for expenses– related party | ||||||||
| Loss on conversion of debt – related party | ||||||||
| Changes in Operating Assets and Liabilities: | ||||||||
| Accounts payable | ||||||||
| Deferred revenue | ||||||||
| Net Cash Used by Operating Activities | ( | ) | ( | ) | ||||
| Cash Flows from Investing Activities | ||||||||
| Cash Flows from Financing Activities | ||||||||
| Repayment of loans – related party | ( | ) | ( | ) | ||||
| Proceeds from loans payable – related party | ||||||||
| Net Cash Provided by Financing Activities | ||||||||
| Net Change in Cash | ( | ) | ( | ) | ||||
| Cash at Beginning of Year | ||||||||
| Cash at End of Year | $ | $ | ||||||
| Cash Paid During the Period for: | ||||||||
| Interest | $ | $ | ||||||
| Income Taxes | $ | $ | ||||||
| Supplemental non-cash disclosure: | ||||||||
| Unrealized loss on available-for-sale securities | $ | ( | ) | $ | ( | ) | ||
| Common stock issued debt – related party | $ | $ | ||||||
The accompanying notes are an integral part of these financial statements
| 20 |
BIOREGENX, INC. (formerly FINDIT, INC.)
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2023
NOTE 1 – ORGANIZATION & NATURE OF OPERATIONS
FINDIT, Inc., “the Company”, was organized on December 23, 1998 as a Nevada Corporation. The Company offers online products and services that consists of content distribution, content creation, web development, Search Engine Optimization, Social Media, and Social Networking Marketing Campaigns. Products and services include news and press release distribution, Findit extension domains we call Vanity Keyword URLs, Findit Prime which is a bundled package of press release distribution, vanity URL, URL submissions into the Findit search engine and social media promoted posts.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Revenue Recognition
The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. Once a contract is determined to be within the scope of ASC 606 at contract inception, the Company reviews the contract to determine which performance obligations the Company must deliver and which of these performance obligations are distinct. The Company recognizes as revenues the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied.
Intangible Assets
Intangible assets are amortized over a period of fifteen years on a straight-line basis and consist principally of the cost to acquire the Company’s domain name.
Cash Equivalents
The Company considers all highly liquid investments
with a maturity of three months or less when purchased to be cash equivalents. There were
Concentration of Credit Risk
The credit risk for customer accounts is not significant
due to its diverse customer base. Customer accounts typically are collected within a short period of time. The Company maintains its cash
balances in one financial institution located in Atlanta, Georgia. The balances are insured by the Federal Deposit Insurance Corporation
up to $250,000. At December 31, 2023 and 2022, the Company had
| 21 |
Fair Value Measurements
The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP) and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:
Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
Level 2: Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
Level 3: Pricing inputs that are generally unobservable inputs and not corroborated by market data.
The carrying amount of the Company’s financial assets and liabilities, such as cash, prepaid expenses and accrued expenses approximate their fair value because of the short maturity of those instruments. The Company’s notes payable approximates the fair value of such instruments based upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangements at December 31, 2023. See Note 4 for additional disclosures for the Company’s investments measured at fair value.
Stock-based Compensation
We account for equity-based transactions with employees and non-employees under the provisions of FASB ASC Topic 718, “Compensation – Stock Compensation” (Topic 718), which establishes that equity-based payments to employees and non-employees are recorded at the grant date the fair value of the equity instruments the entity is obligated to issue when the employees and non-employees have rendered the requisite service and satisfied any other conditions necessary to earn the right to benefit from the instruments. Topic 718 also states that observable market prices of identical or similar equity or liability instruments in active markets are the best evidence of fair value and, if available, should be used as the basis for the measurement for equity and liability instruments awarded in these share-based payment transactions. However, if observable market prices of identical or similar equity or liability instruments are not available, the fair value shall be estimated by using a valuation technique or model that complies with the measurement objective, as described in FASB ASC Topic 718.
Income Taxes
Income taxes are provided for the tax effects of the transactions reported in the financial statements and consist of taxes currently due plus deferred taxes related primarily to tax net operating loss carryforwards. The deferred tax assets and liabilities represent the future tax return consequences of these differences, which will either be taxable or deductible when assets and liabilities are recovered or settled, as well as operating loss carryforwards. 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 income in the period that includes the enactment date. A valuation allowance is established against deferred tax assets when in the judgment of management, it is more likely than not that such deferred tax assets will not become available. Because the judgment about the level of future taxable income is dependent to a great extent on matters that may, at least in part, be beyond the Company’s control, it is at least reasonably possible that management’s judgment about the need for a valuation allowance for deferred taxes could change in the near term.
Tax benefits are recognized only for tax positions
that are more likely than not to be sustained upon examination by tax authorities. The amount recognized is measured as the largest amount
of benefit that is greater than 50 percent likely to be realized upon settlement. A liability for “unrecognized tax benefits”
is recorded for any tax benefits claimed in the Company’s tax returns that do not meet these recognition and measurement standards.
As of December 31, 2023, and 2022,
| 22 |
Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. The weighted average number of common shares outstanding and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first period presented. There are potentially dilutive common shares for the years ended December 31, 2023 and 2022.
Recently Issued Accounting Pronouncements
The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
NOTE 3 – GOING CONCERN
The accompanying financial statements have been
prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal
course of business for the foreseeable future. The Company has incurred losses since inception resulting in an accumulated deficit of
$
The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations as they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand, and/or private placement of common stock.
In order to mitigate the conditions that raise substantial doubt about our ability to continue as a going concern, the company has exited the CBD oil business which consumed substantial capital and resources and has streamlined operational costs.
NOTE 4 – INVESTMENTS
On November 25, 2020, the Company purchased
shares of the common stock of Chill N Out Cryotherapy at $0.01 per share in exchange for technical services provided. This investment
meets the criteria of level one inputs for which quoted market prices are available in active markets for identical assets or liabilities
as of the reporting date. As of December 31, 2023 and 2022, the shares of Chill N Out Cryotherapy have a reported market value of $
NOTE 5 – DEBT
The Company borrowed $
The Company borrowed $
| 23 |
As of December 31, 2023, no payments towards the balance due and the loan may be considered in default.
| Schedule of debt | December 31, 2023 | December 31, 2022 | ||||||
| SBA Loan – July 20,2020 | $ | $ | ||||||
| SBA Loan – July 17,2021 | ||||||||
| Total | $ | $ | ||||||
| Less: current portion | ( | ) | ( | ) | ||||
| Long term portion | $ | $ | ||||||
NOTE 6 – PREFERRED STOCK
Series A Preferred Stock
The Series A Preferred Stock holds a voting weight of 2,500 common shares, is not entitled to receive dividends and has no liquidation rights.
Series B Preferred Stock
The Series B Preferred Stock holds a voting weight of 1,000 common shares, is not entitled to receive dividends and has no liquidation rights.
NOTE 7 – COMMON STOCK TRANSACTIONS
During the years ended December 31, 2023, the
Company issued shares of common stock for services. The shares were valued at $0.0816, the closing stock price on the date of
grant, for total non-cash compensation expense of $
See Note 8 for shares issued to a related party.
NOTE 8 – RELATED PARTY TRANSACTIONS
During the year ended December 31, 2022, the Company
received a total cash advance from Classworx Inc of $
During the year ended December 31, 2022, the Company
received a total cash advance from Thomas Powers, CEO of $
During the year ended December 31, 2022, the Company
received a total cash advance from TransworldNews, Inc. of $
During the year ended December 31, 2023, Mr. Powers
advanced the Company $
| 24 |
NOTE 9 - INCOME TAX
Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The Company is using the U.S. federal income tax rate of 21%.
The provision for Federal income tax consists of the following December 31:
| Provision for income tax | 2023 | 2022 | ||||||
| Federal income tax benefit attributable to: | ||||||||
| Current Operations | $ | ( | ) | $ | ( | ) | ||
| Less: valuation allowance | ||||||||
| Net provision for Federal income taxes | $ | $ | ||||||
The cumulative tax effect at the expected rate of 21% of significant items comprising our net deferred tax amount is as follows:
| Schedule of deferred tax assets | 2023 | 2022 | ||||||
| Deferred tax asset attributable to: | ||||||||
| Net operating loss carryover | $ | ( | ) | $ | ( | ) | ||
| Less: valuation allowance | ||||||||
| Net deferred tax asset | $ | $ | ||||||
At December 31, 2023, the Company had net operating
loss carry forwards of approximately $
Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry forwards may be limited as to use in future years.
ASC Topic 740 provides guidance on the accounting for uncertainty in income taxes recognized in a company’s financial statements. Topic 740 requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. If the more-likely-than-not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements.
The Company files income tax returns in the U.S. federal jurisdiction, and various state and local jurisdictions.
| 25 |
NOTE 10 - SUBSEQUENT EVENTS
Merger with BioRegenx, Inc.
The Company filed Articles of Merger effective March 8, 2024 with the state of Nevada. Pursuant to the Articles of Merger, BioRegenx, Inc, a Nevada corporation was merged into the Registrant with the Registrant being the surviving company. The name of the Company was changed to BioRegenx, Inc.
Pursuant to the merger, all of the issued and outstanding BioRegenx common and preferred shares were exchanged for 851,977,296 common shares and 3,800 Series A preferred shares of the Company which represented 90.0% of the voting securities of the Company. Concurrently, holder(s) of the Company’s Series A and Series B preferred shares retired all of their Series A and Series B preferred shares back into the treasury. The Series A and Series B preferred shares represented a voting control of 98.47% of the Company. Simultaneously, the majority shareholders retired a total of 172,197,602 common shares. The exchange value of Company’s stock was the average closing price of Registrant for the month of November 2022.
Amendment to Articles of Incorporation
Effective March 8, 2024, the Company filed an Amendment to the Articles of Incorporation which increased the authorized common stock to One Billion Five Hundred Thousand (1,500,000,000) common shares. Additionally, the name of the Company was changed to BioRegenx, Inc.
Certificate of Designation
The Company discovered that a Certificate of Designation was not properly filed in 2013 creating the 5,000,000 Series A preferred shares. Effective March 14, 2024, the Company filed a Certificate of Designation (and subsequently, a Certificate of Correction) curing the 2013 creation of the Series A preferred shares and ratifying the issuances of 5,000,000 Series A preferred shares in 2013 which were retired pursuant to the terms of the merger. Each Series A preferred share has voting rights of 2,500 votes per Series A preferred share.
Management has evaluated subsequent events pursuant to the requirements of ASC Topic 855, from the balance sheet date through the date the financial statements were issued and has determined that there are no other material subsequent events that require disclosure in these financial statements.
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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None
ITEM 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time period specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including the CEO and CFO, as appropriate, to allow timely decisions regarding required disclosures. Our management necessarily applied its judgment in assessing the costs and benefits of such controls and procedures, which, by their nature, can provide only reasonable assurance regarding management’s control objectives.
Our management, with the participation of our CEO, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of the year ended December 31, 2023. Based upon this evaluation, our CEO concluded that our disclosure controls and procedures were not effective because of the identification material weaknesses in our internal control over financial reporting as described below.
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Rule 13a-15(f). Our internal control over financial reporting is a process designed to provide reasonable assurance to our management and board of directors regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with U.S. GAAP.
Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP and our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on our financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. All internal control systems, no matter how well designed, have inherent limitations, including the possibility of human error and the circumvention of overriding controls. Accordingly, even effective internal control over financial reporting can provide only reasonable assurance with respect to financial statement preparation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2023. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Tread way Commission (“COSO”) in Internal Control-Integrated Framework (2013). Based on this evaluation, management concluded that our internal control over financial reporting was not effective as of December 31, 2023. Our CEO concluded we have material weaknesses due to lack of segregation of duties, a limited corporate governance structure, and a lack of a formal management review process over preparation of financial information. A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
Our size has prevented us from being able to employ sufficient resources to enable us to have an adequate level of supervision and segregation of duties within our system of internal control. Therefore, while there are some compensating controls in place, it is difficult to ensure effective segregation of accounting and financial reporting duties. Management reported the following material weaknesses:
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Certain reports that we prepare, and accounting and reporting conclusions reached in connection with the financial statement preparation process are not subjected to a formal review process that includes multiple levels of review and are not submitted timely to the Board of Directors for review or approval; and
Lack of segregation of duties in certain accounting and financial reporting processes including the initiation, processing, recording and approval of disbursements.
Our corporate governance responsibilities are performed by the Board of Directors, none of whom are independent under applicable standards; we do not have an audit committee or compensation committee. Our Board of Directors acts primarily by written consent without meetings which results in several of our corporate governance functions not being performed concurrent (or timely) with the underlying transactions, including evaluation of the application of accounting principles and disclosures.
The Company lacks adequate financial reporting capabilities – Due to the minimal operations and small size of the Company we have not employed individuals that have the necessary accounting knowledge and expertise to ensure accurate financial reporting under US GAAP.
The Company lacks appropriate information technology controls – As of December 31, 2023, the Company retains copies of all financial data and material agreements; however, there is no formal procedure or evidence of normal backup of the Company’s data or off-site storage of data in the event of theft, misplacement, or loss due to unmitigated factors.
While we strive to segregate duties as much as practicable, there is an insufficient volume of transactions at this point in time to justify additional full-time staff. We may not be able to fully remediate the material weaknesses until we expand operations at which time, we would expect to hire more staff. We will continue to monitor and assess the costs and benefits of additional staffing.
We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly 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.
Changes in Internal Control Over Financial Reporting
During the year ended December 31, 2023, there were no changes in our internal controls over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.3. Based upon this evaluation, our CEO concluded that our disclosure controls and procedures were not effective because of the identified material weaknesses in our internal control over financial reporting as described above.
ITEM 9B. OTHER INFORMATION
During the quarter
ended December 31, 2023, no director or officer of the Company
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
The following table sets forth certain information regarding our current directors and executive officers. Our executive officers serve one-year terms.
|
Name |
Age |
Position |
Term |
|
William Resides |
55 | Chief Executive Officer, Interim Chief Financial Officer, Director |
March 8, 2024 to present |
| Robert Doran | 60 | Executive Vice President, Director |
March 8, 2024 to present |
| Gary Hennerberg | 67 | Secretary, Director |
March 8, 2024 to present |
| Sherri Adams | 51 | Chief Operating Officer, Director |
March 8, 2024 to present |
| Suzanne Bird | 59 | Director |
March 8, 2024 to present |
| Jody Walker | 64 | Director |
March 8, 2024 to present |
| Gary Kiss | 44 | Director |
March 8, 2024 to present |
| Thomas Powers | 68 | Director |
July 3, 2013 to present |
Officers and Directors
The following is the biographical information for the current officers and directors of the Company.
William Resides
Mr. Resides is the Chief Executive Officer, Interim Chief Financial Officer and a Director of the Company. An experienced sales executive and passionate entrepreneur, Mr. Resides is the Co-founder and Chief Executive Officer of NuLife where he leads a global team of Brand Partners on a mission of redefining health utilizing the latest in technologies and top of class products in the health and wellness sector. He has served in that role since January 2, 2019. From October 2012 to January 1, 2019, Mr. Resides has been a managing member of NuLife Ventures LLC. From March 2016 to present, Mr. Resides has been a managing member of Resides Enterprises, LLC., a management consulting company. In addition, Mr. Resides has served as Vice President of Business Development for Loop Media Inc, a public company, as well as the Vice President of Business Development for Crypto Insiders LLC, and Money Clip 360 Inc., developing innovation agendas and digital strategies to move their portfolio of products and services into online “Hy-bred Direct Sales” model. Before NuLife, Mr. Resides was in Chief Executive roles at AllTech Systems LLC, Allwired Technologies Inc. and Audio Visions Inc., throughout the ’90s until 2011. From 1986 to 1988, Mr. Resides attended Carson Newman College.
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Robert Doran
Mr. Doran is the Executive Vice President and a Director of the Company. Mr. Doran has been the CMO and Co-Founder of NuLife since December 2018 to December 2019 and the Executive Vice President and Co-Founder of NuLife since January 2020. From March 1995 to present, Mr. Doran has been the Co-Founder of LifePower, Inc., a management company. From June 1999 to present, Mr. Doran has been the Co-Founder of Energy Network, LLC, a marketing consulting company From January 2020 to present, Mr. Doran has been the Co-Founder of Traction X39 LLC, a real estate holdings company. Mr. Doran is a traditional business guy that started in Cable TV at age 14... then graduated into real estate sales and investing. In 1999, after a few years of mentorship, he and his wife launched their own Magazine, House & Home Magazine, that they grew to over 500,000 readers, exiting in 2012 with a sale to a large media company.
Gary Hennerberg
Gary Hennerberg is the Secretary and a Director of Company and the Chief Executive Officer for its subsidiary, Microvascular Health Solutions LLC In his career, Mr. Hennerberg has worked as a consultant to organizations such as the Dow Chemical Company, Assurity Life Insurance, Eli Lilly, AAA, CitiFinancial, Collin Street Bakery, Sprint, Medical Arts Press, and dozens more. Gary is the writer behind the GlycoCheck and Endocalyx Pro stories and has developed the financial models and projections for BioRegenx companies. His marketing campaigns increased sales by more than 60% and have reached an estimated 150 million households globally, with his work translated into Spanish, German, and Japanese. Mr. Hennerberg is the author of “Crack the Customer Mind Code / Seven Pathways from Head to Heart to YES!” (Morgan James Publishing) 2016; Author of “Direct Marketing Quantified: The Knowledge is in the Numbers” (Target Marketing Publishing) 2005, and “Spinal Stenosis and Back Pain Relief Treatments Reviewed” (self-published, 2018). Mr. Hennerberg has been a columnist and webinar presenter for Target Marketing Magazine and Today @ Target Marketing 1993 – 2016, and a speaker at numerous events. He has taught copywriting courses for American Writers and Artists since 2004. Prior to 1992, he was Vice President of U.S. Communications Marketing Agency, Vice President of Direct Marketing for CMF&Z, a Young and Rubicam Advertising Agency, and on the client-side Gary has worked as a Product Manager and Marketing Manager for several companies. Gary obtained a B.A. Communications from Fort Hays State University in 1978.
Sherri Adams
Ms. Adams is Chief Operating Officer and a Director for the Company. Ms. Adams is a seasoned business leader with extensive experience in managing multi-million-dollar development relationship portfolios. From 2013 to 2021, she worked as a consultant, specializing in hotel contract negotiations and on-site management for large corporate events. In 2021, she joined NuLife Sciences, Inc., where she has utilized her expertise in aligning business marketing and development strategies to forge successful corporate partnerships. Ms. Adams has a proven track record in designing and executing impactful community programs and events that synergistically combine nonprofit missions with corporate business and philanthropic objectives. As an experienced corporate director, Ms. Adams has demonstrated a history of success in the health and wellness markets. She has a diverse skill set that includes prospect research, corporate communications, compliance initiatives, client relations, account management, and marketing strategy. In 1994, she graduated with a bachelor's degree in education from Indiana University of Pennsylvania.
Suzanne Bird
Mrs. Bird is a Director of the Company. From 2006 to present, Mrs. Bird has been the Financial Administrator of the Fertility Center with offices located in Chattanooga and Knoxville, Tennessee. Mrs. Bird wrote and supported accounting software for the rental/retail industry from 1986 to 1991. In December 1985, Mrs. Bird received her Bachelor of Science in Computer Science from Southern Adventist University, Collegedale, Tennessee. She is the wife of Joseph S. Bird, Jr., M.D., co-founder of the Company and NuLife.
Jody Walker
Mrs. Walker is a Director of the Company. From 1989 to present, Mrs. Walker has been in private practice as a securities and corporate attorney. Her practice focuses primarily on regulatory compliance, mergers and acquisitions, public and private offerings with debt and equity securities, blue sky filings and general corporate matters. Mrs. Walker earned her Juris Doctorate from Hamline University in 1985 focusing on securities and taxation. She earned a Bachelor of Individualized Studies majoring in international business, french and government from the University of Minnesota in 1982.
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Gary Kiss
Mr. Kiss is a Director of the Company. From inception (April 4, 2023) to present, Mr. Kiss has been the Chief Executive Officer of DocSun Biomedical Holdings, Inc. Upon the acquisition of DocSun Biomedical Holdings Inc. by BioRegenx, Mr. Kiss resigned as Chairman of the Board of Directors of DocSun Biomedical Holdings, Inc. and accepted his appointment as Director of BioRegenx. Mr. Kiss brings valuable experience in the fields of biomedicine and medical rejuvenation, with over ten years of industry experience in stem cell services. His expertise is instrumental in guiding the strategic direction of Docsun Biomedical Holdings Inc.
Thomas Powers
Mr. Powers is a Director of the Company. Mr. Powers has an extensive sales and business development background as well as being a vacation rental property manager himself. Mr. Powers also founded Abodeca which is a direct booking vacation rental website that is now part of the Resortia family. Mr. Powers has proven success in many other B2B ventures including the Security Industry, Merchant Services, Point of Sale and SEO consulting with the Company. This experience combined with first-hand knowledge of online marketing SEO and Social Media along with Vacation Rental Property business and Real Estate makes him a valuable addition to the team. Mr. Powers is currently, in addition to the Company, a Director of ClassWorx, Inc.
Involvement in Certain Legal Proceedings.
Our directors, executive officers and control persons have not been involved in any of the following events during the past ten years and which is material to an evaluation of the ability or the integrity of our directors or executive officers:
1. any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;
2. any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offences);
3. being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities;
4. being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;
5. any judicial or administrative proceedings resulting from involvement in mail or wire fraud or fraud in connection with any business entity;
6. Any judicial or administrative proceedings based on violations of federal or state securities, commodities, banking or insurance laws and regulations, or any settlement to such actions; and
7. Any disciplinary sanctions or orders imposed by a stock, commodities or derivatives exchange or other self-regulatory organization.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), requires our executive officers and directors, and persons who beneficially own more than ten percent of our common stock, to file initial reports of ownership and reports of changes in ownership with the SEC. Executive officers, directors and greater than ten percent beneficial owners are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. Based upon a review of the copies of such forms furnished to us and written representations from our former executive officers and directors, we believe that as of the date of this report they were not current in their 16(a) reports.
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Board of Directors
Our board of directors currently consists of eight members. Our directors serve one-year terms.
Audit Committee
The Company does not presently have an Audit Committee. No qualified financial expert has been hired because the Company is too small to afford such expense.
Committees and Procedures
| 1. | The Company has no standing audit, nominating and compensation committees of the Board of Directors, or committees performing similar functions. Members of the Board of Directors act in lieu of committees due to its small size. Now that the merger has occurred, the Company will move forward to finalize the required committees. | |
| 2. | The members of the Board who act as nominating committee are not independent, pursuant to the definition of independence of a national securities exchange registered pursuant to section 6(a) of the Act (15 U.S.C. 78f(a). | |
| 3. | The nominating committee has no policy with regard to the consideration of any director candidates recommended by security holders, but the committee will consider director candidates recommended by security holders. | |
| 4. | The basis for the view of the board of directors that it is appropriate for the Company not to have such a policy is that there is no need to adopt a policy for a small company. | |
| 5. | The nominating committee will consider candidates recommended by security holders, and by security holders in submitting such recommendations. | |
| 6. | There are no specific, minimum qualifications that the nominating committee believes must be met by a nominee recommended by security holders except to find anyone willing to serve with a clean background. | |
| 7. | The nominating committee's process for identifying and evaluation of nominees for director, including nominees recommended by security holders, is to find qualified persons willing to serve with a clean backgrounds. There are no differences in the manner in which the nominating committee evaluates nominees for director based on whether the nominee is recommended by a security holder, or found by the board. |
Code of Ethics
We have not adopted a Code of Ethics for the Board and any salaried employees.
Limitation of Liability of Directors
Pursuant to the Nevada General Corporation Law, our Articles of Incorporation exclude personal liability for our Directors for monetary damages based upon any violation of their fiduciary duties as Directors, except as to liability for any breach of the duty of loyalty, acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or any transaction from which a Director receives an improper personal benefit. This exclusion of liability does not limit any right which a Director may have to be indemnified and does not affect any Director's liability under federal or applicable state securities laws. We have agreed to indemnify our directors against expenses, judgments, and amounts paid in settlement in connection with any claim against a Director if he acted in good faith and in a manner he believed to be in our best interests.
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Nevada Anti-Takeover Law and Charter and Bylaw Provisions
The anti-takeover provisions of Sections 78.411 through 78.445 of the Nevada Corporation Law apply to the Company. Section 78.438 of the Nevada law prohibits the Company from merging with or selling more than 5% of our assets or stock to any shareholder who owns or owned more than 10% of any stock or any entity related to a 10% shareholder for three years after the date on which the shareholder acquired the Company’s shares, unless the transaction is approved by the Company's Board of Directors. The provisions also prohibit the Company from completing any of the transactions described in the preceding sentence with a 10% shareholder who has held the shares more than three years and its related entities unless the transaction is approved by our Board of Directors or a majority of our shares, other than shares owned by that 10% shareholder or any related entity. These provisions could delay, defer or prevent a change in control of the Company.
ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth summary executive compensation information for the fiscal years ended December 31, 2023 and December 31, 2022.
Summary Compensation Table
| Name and principal position | Year | Salary | Bonus | Stock awards | Option Awards | All other compensation | Total | ||||||||||||||||||||
| ($) | ($) | ($) | ($) | ($) | ($) | ||||||||||||||||||||||
| William Resides | 2023 | n/a | n/a | n/a | n/a | n/a | n/a | ||||||||||||||||||||
Chief Executive Officer and Interim Chief Financial Officer | 2022 | n/a | n/a | n/a | n/a | n/a | n/a | ||||||||||||||||||||
| Robert Doran | 2023 | n/a | n/a | n/a | n/a | n/a | n/a | ||||||||||||||||||||
| Executive Vice President | 2022 | n/a | n/a | n/a | n/a | n/a | n/a | ||||||||||||||||||||
| Sherri Adams | 2023 | n/a | n/a | n/a | n/a | n/a | n/a | ||||||||||||||||||||
| Chief Operating Officer | 2022 | n/a | n/a | n/a | n/a | n/a | n/a | ||||||||||||||||||||
| Gary Hennerberg | 2023 | n/a | n/a | n/a | n/a | n/a | n/a | ||||||||||||||||||||
| Secretary | 2022 | n/a | n/a | n/a | n/a | n/a | n/a | ||||||||||||||||||||
| Ray Firth | 2023 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||
| Former President | 2022 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||
| Thomas Powers | 2023 | 0 | 0 | 0 | 0 | (1 | ) | 0 | |||||||||||||||||||
| Former Chief Executive Officer | 2022 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||
(1) On March 31, 2023, the Company issued 6,005,400 shares of common stock to Mr. Powers, for $28,270 of debt and $8,539 for expense reimbursement. The shares were valued at $0.0816, the closing stock price on the date of grant, resulting in a loss on the issuance of $453,232.
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No compensation has been paid to management by the Company since inception.
We do not maintain key-man life insurance for our executive officer/director. We do not have any long-term compensation plans or stock option plans.
As of the date hereof, there have been no grants of stock options to purchase our Common Stock made to the executive officers named in the Summary Compensation Table.
Stock Option Grants
We did not grant any stock options to the executive officers or directors from inception through the fiscal year end December 31, 2023.
Outstanding Equity Awards
We did not have any outstanding equity awards to the executive officers or directors from inception through fiscal year end December 31, 2023.
Option Exercises
There were no options exercised by our executive officers or directors from inception through fiscal year end December 31, 2023.
Potential Payments upon Termination or Change in Control
We have not entered into any compensatory plans or arrangements with respect to our executive officers, which would in any way result in payments to such officer because of his resignation, retirement, or other termination of employment with us or our subsidiaries, or any change in control of, or a change in his responsibilities following a change in control.
Director Compensation
We did not pay our directors any compensation during fiscal years ended December 31, 2023 or December 31, 2022.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
The following table presents information, to the best of our knowledge, about the ownership of our common stock on April 11, 2024 relating to those persons known to beneficially own more than 5% of our capital stock and by our named executive officers and directors.
Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and does not necessarily indicate beneficial ownership for any other purpose. Under these rules, beneficial ownership includes those shares of common stock over which the stockholder has sole or shared voting or investment power. The percentage ownership of the outstanding common stock, however, is based on the assumption, expressly required by the rules of the Securities and Exchange Commission, that only the person or entity whose ownership is being reported has converted options or warrants into shares of the Company’s common stock.
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The percentages below are calculated based on 3,800 shares of our Series A preferred stock and 956,630,100 shares of our common stock issued and outstanding. We do not have any outstanding options, warrants or other securities exercisable for or convertible into shares of our common stock.
| Officers and Directors | Title of Class | Amount and Nature of Beneficial Ownership | % of Class | Voting Power % | ||||
| William R. Resides | Common Stock | 20,674,000 - Direct | 2.16 | 2.14 | ||||
| PO Box 21210 Chattanooga, TN 37424 | 198,061,145 - Indirect (1) | 20.70 | 20.50 | |||||
| Series A | 112 - Direct | 2.94 | 0.03 | |||||
| 1,008 - Indirect | 26.53 | 0.26 | ||||||
| Robert Doran | Common Stock | 0 - Direct | 0 | 0 | ||||
| 1001 Michael Lane, Eagleville PA 19403 | 73,800,000 - Indirect(2) | 7.71 | 7.64 | |||||
| Series A | 0 - Direct | 0 | 0 | |||||
| 400 - Indirect | 10.53 | 0.10 | ||||||
| Sherri Adams(4) | Common Stock | 1,000 - Direct | 0 | 0 | ||||
| 14816 Surveyor Blvd Addison TX 75001 | 0 -Indirect | 0 | 0 | |||||
| Series A | 0 - Direct | 0 | 0 | |||||
| 0 - Indirect | 0 | 0 | ||||||
| Gary Hennerberg | Common Stock | 4,610,000 - Direct | 0.48 | 0.48 | ||||
| 5501 Willow Lane Colleyville, TX 76034 | 0 - Indirect | 0 | 0 | |||||
| Series A | 108 - Direct | 2.84 | 0.03 | |||||
| 0 -Indirect | 0 | 0 | ||||||
| Suzanne Bird | Common Stock | 416,000 - Direct | 0.04 | 0.04 | ||||
| PO Box 28261 Chattanooga, TN 37424 | 84,799,264 - Indirect(3) | 8.86 | 8.78 | |||||
| Series A | 0 - Direct | 0 | 0 | |||||
| 432 - Indirect | 11.37 | 0.11 | ||||||
| Jody Walker(5) | Common Stock | 0 - Direct | 0 | 0 | ||||
7841 South Garfield Way, Centennial, CO 80122 | 0 -Indirect | 0 | 0 | |||||
| Series A | 0 - Direct | 0 | 0 | |||||
| 0 - Indirect | 0 | 0 | ||||||
| Gary Kiss | Common Stock | 9,349,568 - Direct | 0.98 | 0.97 | ||||
3197 North Fork Left Fork Road, Black Mountain, NC 28711 | 0 - Indirect | 0 | 0 | |||||
| Series A | 0 - Direct | 0 | 0 | |||||
| 0 - Indirect | 0 | 0 | ||||||
| Thomas Powers | Common Stock | 6,005,400 - Direct | 0.63 | 0.62 | ||||
| 701 N. Pine Street, Elizabeth PA 37643 | 0 - Indirect | 0 | 0 | |||||
| Series A | 0 - Direct | 0 | 0 | |||||
| 0 - Indirect | 0 | 0 |
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| Officers and Directors | Title of Class | Amount and Nature of Beneficial Ownership | % of Class | Voting Power % | ||||
| Officers and Directors as a whole (8 persons) | Common Stock | 41,045,968 - Direct | 4.29 | 4.25 | ||||
| 356,464,208 - Indirect | 37.26 | 36.90 | ||||||
| Series A | 220 - Direct | 5.79 | 0.06 | |||||
| 1,840 - Indirect | 48.42 | 0.48 | ||||||
| Other 5% Shareholders | ||||||||
| Wilshire Holding Trust(1) | Common Stock | 197,864,944 - direct | 20.68 | 20.48 | ||||
| William Resides TTEE | 0 - Indirect | 0 | 0 | |||||
| PO Box 2121- Chattanooga, TN 37424 | Series A | 1,008 - Direct | 26.53 | 0.26 | ||||
| 0 - Indirect | 0 | 0 | ||||||
| JARA Irrevocable Trust(2) | Common Stock | 73,840,300 - Direct | 7.72 | 7.64 | ||||
| Robert Doran TTEE | 0 - Indirect | 0 | 0 | |||||
| 1001 Michael Lane, Eagleville PA 19403 | Series A | 400 - Direct | 10.53 | 0.1 | ||||
| 0 - Indirect | 0 | 0 | ||||||
| Libertas Trust(3) | Common Stock | 84,799,264 - Direct | 8.86 | 8.78 | ||||
| Joseph S. Bird Jr./Suzanne Bird Jt TTEES | 0 - Indirect | 0 | 0 | |||||
| PO Box 28261 Chattanooga TN 37424 | Series A | 432 - Direct | 11.37 | 0.11 | ||||
| 0 - Indirect | 0 | 0 | ||||||
| RNL Lonepeak Holdings, LLC | Common Stock | 187,447,552 - Direct | 19.60 | 19.4 | ||||
| Robert M Long, member | 0 - Indirect | 0 | 0 | |||||
| 7 S. Lone Peak Drive Alpine UT 84004 | Series A | 1,015 - Direct | 26.71 | 0.26 | ||||
| 0 - Indirect | 0 | 0 | ||||||
| Hans Vink Beheer BV | Common Stock | 122,619,600 - Direct | 12.82 | 12.69 | ||||
| Hans Vink principal | 0 - Indirect | 0 | 0 | |||||
Groot Haasdal 36333 AV Schimmert, The Netherlands | Series A | 617 - Direct | 16.24 | 0.16 | ||||
| 0 - Indirect | 0 | 0 |
(1) William Resides, an officer and director of the Company is the Trustee of the Wilshire Holding Trust. Additionally, William Resides controls Resides Enterprises LLC which owns 195,201 common shares.
(2) Robert Doran, an officer and director of the Company is the Trustee of the JARA Irrevocable Trust.
(3) Suzanne Bird, a director of the Company is a co-Trustee of the Libertas Trust.
(4) Sherri Adams, an officer and director of the Company owns 15,840,000 stock options exercisable at $2.10 per common share for an exercise period of five years and 853,328 stock options exerciseable into common stock at $3.00 for an exercise period of five year.
(5) Jody Walker, a director of the Company owns 6,880,000 stock options exercisable into common stock at $2.10 per common share for an exercise period of five years.
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We believe that all persons named have full voting and investment power with respect to the shares indicated, unless otherwise noted in the table. Under the rules of the Securities and Exchange Commission, a person (or group of persons) is deemed to be a "beneficial owner" of a security if he or she, directly or indirectly, has or shares the power to vote or to direct the voting of such security, or the power to dispose of or to direct the disposition of such security. Accordingly, more than one person may be deemed to be a beneficial owner of the same security. A person is also deemed to be a beneficial owner of any security, which that person has the right to acquire within 60 days, such as options or warrants to purchase our common stock.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
During the year ended December 31, 2022, the Company received a total cash advance from Classworx Inc of $2,900. Classworx Inc, has the same management and majority shareholders as the Company. The advance was for general operating expenses, is non-interest bearing and due on demand. The balance due as of December 31, 2023, is $2,890.
During the year ended December 31, 2022, the Company received a total cash advance from Thomas Powers, former CEO and currently, a Director, of $28,270. On March 31, 2023, the Company issued 6,005,400 shares of common stock to Mr. Powers, for $28,270 of debt and $8,539 for expense reimbursement. The shares were valued at $0.0816, the closing stock price on the date of grant, resulting in a loss on the issuance of $453,232.
During the year ended December 31, 2022, the Company received a total cash advance from TransworldNews, Inc. of $10,500, $700 of which was repaid, for a balance due of $9,800 as of December 31, 2022. TransworldNews has the same management and majority shareholders as the Company. The advance was for general operating expenses, is non-interest bearing and due on demand. The balance due as of December 31, 2023, is $9,700.
During the year ended December 31, 2023, Mr. Powers advanced the Company $12,781 to pay for professional fees. The advanced is non-interest bearing and due on demand.
Our officers and directors, Raymond Firth and Thomas Powers can be considered promoters of Findit, Inc. in consideration of his participation and managing of the business of the company.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.
Audit Fees
The aggregate fees billed for the years ended December 31, 2023 and 2022 for professional services rendered by BF Borgers CPA, PC (PCAOB # 5041) for the audit of the Company’s annual financial statements and review of the financial statements included in the Company’s Form 10-Q or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for the periods ended December 31, 2023 and 2022 were $38,500 and $33,900, respectively.
Audit related fees
The aggregate fees billed for the years ended December 31, 2023 and 2022 for assurance and related services by BF Borgers CPA, P.C. that are reasonably related to the performance of the audit or review of the Company’s financial statements for those fiscal years were included in the above listed were $0 and $0, respectively.
Tax Fees
We incurred aggregate tax fees and expenses from BF Borgers CPA, P.C. during the years ended December 31, 2023 and 2022 for professional services rendered for tax compliance, tax advice, and tax planning of $0 and $0, respectively.
All Other Fees
The board of directors, acting as the Audit Committee considered whether, and determined that, the auditor's provision of non-audit services was compatible with maintaining the auditor's independence. All of the services described above for fiscal year 2022 were approved by the board of directors pursuant to its policies and procedures.
Audit Committee Policies and Procedures
We do not have an audit committee; therefore, our three directors pre-approve all services to be provided to us by our independent auditor. This process involves obtaining (i) a written description of the proposed services, (ii) the confirmation of our Principal Accounting Officer that the services are compatible with maintaining specific principles relating to independence, and (iii) confirmation from our securities counsel that the services are not among those that our independent auditors have been prohibited from performing under SEC rules. In fiscal year ending December 31, 2022, all fees paid to BF Borgers CPA, P.C. were unanimously pre-approved in accordance with this policy.
| 37 |
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a)(1) List of Financial statements included in Part II hereof
Balance Sheets, December 31, 2023 and 2022
Statements of Operations for the years ended December 31, 2023 and 2022
Statements of Stockholders’ Equity (Deficit) for the years ended December 31, 2023 and 2022
Statements of Cash Flows for the years ended December 31, 2023 and 2022
Notes to the Financial Statements
(a)(2) List of Financial Statement schedules included in Part IV hereof: None.
(a)(3) Exhibits
The following exhibits are included herewith or incorporated by reference as noted:
| Exhibit No. | Description |
| 31 | Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 32 | Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 101.INS* | XBRL Instance Document |
| 101.SCH* | XBRL Taxonomy Extension Schema Document |
| 101.CAL* | XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF* | XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB* | XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE* | XBRL Taxonomy Extension Presentation Linkbase Document |
*XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
Following are a list of exhibits which we previously filed in other reports which we filed with the SEC, including the Exhibit No., description of the exhibit and the identity of the Report where the exhibit was filed.
| 3.1 | Articles of Incorporation, as currently in effect, incorporated by reference to Form S-1 filed on March 11, 2021 | |
| 3.2 | Bylaws, as currently in effect, incorporated by reference to Form S-1 filed on March 11, 2021 | |
| 3.3 | Amendment to the Certificate of Designation, incorporated by reference to Form 10-K filed on April 4, 2023 | |
| 3.4 | Certificate of Amendment to Articles of Incorporation, incorporated by reference to Form 10-K filed on April 4, 2023 | |
| 3.5 | Articles of Merger, incorporated by reference to Form 8-K dated 3/8/24 filed on April 1, 2024 | |
| 3.6 | Certificate of Amendment filed with the State of Nevada on 3/8/24, incorporated by reference to Form 8-K dated 3/8/24 filed on April 1, 2024 | |
| 3.7 | Certificate of Designation filed with the State of Nevada on 3/14/24, incorporated by reference to Form 8-K dated 3/8/24 filed on April 1, 2024 | |
| 3.8 | Certificate of Correction filed with the State of Nevada, incorporated by reference to Form 8-K dated 3/8/24 filed on April 1, 2024 | |
| 99.2 | Press Release dated March 14, 2024, incorporated by reference to Form 8-K dated 3/8/24 filed on April 1, 2024 |
| 38 |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
BioRegenx, Inc. (formerly Findit, Inc.)
/s/ William Resides
By: William Resides
Chief Executive Officer
Date: April 11, 2024
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated.
| /s/William Resides | CEO, Interim CFO, Director | April 11, 2024 | ||
| /s/Robert Doran | Executive Vice President, Director | April 11, 2024 | ||
| /s/Sherri Adams | COO/Director | April 11, 2024 | ||
| /s/Gary Hennerberg | Secretary/Director | April 11, 2024 | ||
| /s/Suzanne Bird | Director | April 11, 2024 | ||
| /s/Jody Walker | Director | April 11, 2024 | ||
| /s/Thomas Powers | Director | April 11, 2024 |
| 39 |
Exhibit 31
302 CERTIFICATION
I, William Resides, certify that:
1. I have reviewed this annual report on Form 10-K of BioRegenx, Inc. (formerly Findit, Inc.);
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report, our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting.
Date: April 11, 2024
/s/William Resides
Chief Executive Officer
| 1 |
302 CERTIFICATION
I, William Resides, certify that:
1. I have reviewed this annual report on Form 10-K of BioRegenx, Inc. (formerly Findit, Inc.);
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report, our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting.
Date: April 16, 2024
/s/William Resides
Interim Chief Financial Officer
| 2 |
Exhibit 32
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of BioRegenx, Inc. (formerly Findit, Inc.) (the "Company") on Form 10-K for the year ended December 31, 2023 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, William Resides, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
/s/William Resides
Chief Executive Officer
April 11, 2024
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of BioRegenx, Inc. (formerly Findit, Inc.) (the "Company") on Form 10-K for the year ended December 31, 2023 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, William Resides, Interim Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
/s/William Resides
Interim Chief Financial Officer
April 11, 2024
BALANCE SHEETS (Parenthetical) - USD ($) |
Dec. 31, 2023 |
Dec. 31, 2022 |
|---|---|---|
| Finite-Lived Intangible Assets, Accumulated Amortization | $ 57,441 | $ 51,509 |
| Common Stock, Par or Stated Value Per Share | $ 0.00 | $ 0.00 |
| Common Stock, Shares Authorized | 500,000,000 | 500,000,000 |
| Common Stock, Shares, Issued | 276,750,406 | 269,745,006 |
| Common Stock, Shares, Outstanding | 276,750,406 | 269,745,006 |
| Series A Preferred Stock [Member] | ||
| Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
| Preferred Stock, Shares Authorized | 50,000,000 | 50,000,000 |
| Preferred Stock, Shares Issued | 5,000,000 | 5,000,000 |
| Preferred Stock, Shares Outstanding | 5,000,000 | 5,000,000 |
| Series B Preferred Stock [Member] | ||
| Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
| Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 |
| Preferred Stock, Shares Issued | 4,900,000 | 4,900,000 |
| Preferred Stock, Shares Outstanding | 4,900,000 | 4,900,000 |
STATEMENTS OF OPERATIONS - USD ($) |
12 Months Ended | |
|---|---|---|
Dec. 31, 2023 |
Dec. 31, 2022 |
|
| Revenues: | ||
| Findit Services | $ 22,243 | $ 42,159 |
| Operating Expenses: | ||
| Advertising and Marketing Expenses | 245 | 6,043 |
| Amortization Expense | 5,932 | 5,932 |
| Consulting Services | 81,600 | 0 |
| Content Writing | 0 | 21,750 |
| General and Administrative Expense | 18,254 | 27,647 |
| Professional Fees | 7,080 | 27,928 |
| Programming Fees | 700 | 9,735 |
| Web Design and Hosting Expense | 18,095 | 21,432 |
| Total Operating Expenses | 131,906 | 120,467 |
| Loss from Operations | (109,663) | (78,308) |
| Other Expense: | ||
| Loss on conversion of debt – related party | (453,232) | 0 |
| Interest Expense | (8,276) | 0 |
| Total Other Expense | (461,508) | 0 |
| Loss Before Provision for Income Tax | (571,171) | (78,308) |
| Provision for Income Tax | 0 | 0 |
| Net Loss | (571,171) | (78,308) |
| Other Comprehensive Loss | ||
| Unrealized loss on available-for-sale securities | (20,900) | (39,000) |
| Total Comprehensive Loss | $ (592,071) | $ (117,308) |
STATEMENTS OF OPERATIONS (Parenthetical) - $ / shares |
12 Months Ended | |
|---|---|---|
Dec. 31, 2023 |
Dec. 31, 2022 |
|
| Income Statement [Abstract] | ||
| Earnings Per Share, Basic | $ (0.00) | $ (0.00) |
| Earnings Per Share, Diluted | $ (0.00) | $ (0.00) |
| Weighted Average Number of Shares Outstanding, Basic | 276,366,548 | 269,745,006 |
| Weighted Average Number of Shares Outstanding, Diluted | 276,366,548 | 269,745,006 |
STATEMENTS OF STOCKHOLDERS (DEFICIT) EQUITY (Unaudited) - USD ($) |
Common Stock [Member] |
Preferred Stock Series A [Member] |
Preferred Stock Series B [Member] |
Additional Paid-in Capital [Member] |
Retained Earnings [Member] |
Total |
|---|---|---|---|---|---|---|
| Beginning balance, value at Dec. 31, 2021 | $ 269,745 | $ 5,000 | $ 4,900 | $ 2,436,513 | $ (2,800,392) | $ (84,234) |
| Shares, Outstanding, Beginning Balance at Dec. 31, 2021 | 269,745,006 | 5,000,000 | 4,900,000 | |||
| Net Loss | (117,308) | (117,308) | ||||
| Ending balance, value at Dec. 31, 2022 | $ 269,745 | $ 5,000 | $ 4,900 | 2,436,513 | (2,917,700) | (201,542) |
| Shares, Outstanding, Ending Balance at Dec. 31, 2022 | 269,745,006 | 5,000,000 | 4,900,000 | |||
| Net Loss | (592,071) | (592,071) | ||||
| Shares issued for services | $ 1,000 | 80,600 | 81,600 | |||
| Stock Issued During Period, Shares, Issued for Services | 1,000,000 | |||||
| Shares issued for debt and services – related party | $ 6,005 | 484,036 | 490,041 | |||
| Stock Issued During Period, Shares, New Issues | 6,005,400 | |||||
| Ending balance, value at Dec. 31, 2023 | $ 276,750 | $ 5,000 | $ 4,900 | $ 3,001,149 | $ (3,509,771) | $ (221,972) |
| Shares, Outstanding, Ending Balance at Dec. 31, 2023 | 276,750,406 | 5,000,000 | 4,900,000 |
Pay vs Performance Disclosure - USD ($) |
12 Months Ended | |
|---|---|---|
Dec. 31, 2023 |
Dec. 31, 2022 |
|
| Pay vs Performance Disclosure [Table] | ||
| Net Income (Loss) Attributable to Parent | $ (571,171) | $ (78,308) |
Insider Trading Arrangements |
3 Months Ended |
|---|---|
Dec. 31, 2023 | |
| Trading Arrangements, by Individual [Table] | |
| 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 |
ORGANIZATION & NATURE OF OPERATIONS |
12 Months Ended |
|---|---|
Dec. 31, 2023 | |
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
| ORGANIZATION & NATURE OF OPERATIONS | NOTE 1 – ORGANIZATION & NATURE OF OPERATIONS
FINDIT, Inc., “the Company”, was organized on December 23, 1998 as a Nevada Corporation. The Company offers online products and services that consists of content distribution, content creation, web development, Search Engine Optimization, Social Media, and Social Networking Marketing Campaigns. Products and services include news and press release distribution, Findit extension domains we call Vanity Keyword URLs, Findit Prime which is a bundled package of press release distribution, vanity URL, URL submissions into the Findit search engine and social media promoted posts.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
12 Months Ended |
|---|---|
Dec. 31, 2023 | |
| Accounting Policies [Abstract] | |
| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Revenue Recognition The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. Once a contract is determined to be within the scope of ASC 606 at contract inception, the Company reviews the contract to determine which performance obligations the Company must deliver and which of these performance obligations are distinct. The Company recognizes as revenues the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied.
Intangible Assets Intangible assets are amortized over a period of fifteen years on a straight-line basis and consist principally of the cost to acquire the Company’s domain name.
Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents for the years ended December 31, 2023 or 2022.
Concentration of Credit Risk The credit risk for customer accounts is not significant due to its diverse customer base. Customer accounts typically are collected within a short period of time. The Company maintains its cash balances in one financial institution located in Atlanta, Georgia. The balances are insured by the Federal Deposit Insurance Corporation up to $250,000. At December 31, 2023 and 2022, the Company had no uninsured cash balances.
Fair Value Measurements The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP) and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:
Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
Level 2: Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
Level 3: Pricing inputs that are generally unobservable inputs and not corroborated by market data.
The carrying amount of the Company’s financial assets and liabilities, such as cash, prepaid expenses and accrued expenses approximate their fair value because of the short maturity of those instruments. The Company’s notes payable approximates the fair value of such instruments based upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangements at December 31, 2023. See Note 4 for additional disclosures for the Company’s investments measured at fair value.
Stock-based Compensation We account for equity-based transactions with employees and non-employees under the provisions of FASB ASC Topic 718, “Compensation – Stock Compensation” (Topic 718), which establishes that equity-based payments to employees and non-employees are recorded at the grant date the fair value of the equity instruments the entity is obligated to issue when the employees and non-employees have rendered the requisite service and satisfied any other conditions necessary to earn the right to benefit from the instruments. Topic 718 also states that observable market prices of identical or similar equity or liability instruments in active markets are the best evidence of fair value and, if available, should be used as the basis for the measurement for equity and liability instruments awarded in these share-based payment transactions. However, if observable market prices of identical or similar equity or liability instruments are not available, the fair value shall be estimated by using a valuation technique or model that complies with the measurement objective, as described in FASB ASC Topic 718.
Income Taxes Income taxes are provided for the tax effects of the transactions reported in the financial statements and consist of taxes currently due plus deferred taxes related primarily to tax net operating loss carryforwards. The deferred tax assets and liabilities represent the future tax return consequences of these differences, which will either be taxable or deductible when assets and liabilities are recovered or settled, as well as operating loss carryforwards. 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 income in the period that includes the enactment date. A valuation allowance is established against deferred tax assets when in the judgment of management, it is more likely than not that such deferred tax assets will not become available. Because the judgment about the level of future taxable income is dependent to a great extent on matters that may, at least in part, be beyond the Company’s control, it is at least reasonably possible that management’s judgment about the need for a valuation allowance for deferred taxes could change in the near term.
Tax benefits are recognized only for tax positions that are more likely than not to be sustained upon examination by tax authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely to be realized upon settlement. A liability for “unrecognized tax benefits” is recorded for any tax benefits claimed in the Company’s tax returns that do not meet these recognition and measurement standards. As of December 31, 2023, and 2022, no liability for unrecognized tax benefits was required to be reported.
Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. The weighted average number of common shares outstanding and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first period presented. There are potentially dilutive common shares for the years ended December 31, 2023 and 2022.
Recently Issued Accounting Pronouncements The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
|
GOING CONCERN |
12 Months Ended |
|---|---|
Dec. 31, 2023 | |
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
| GOING CONCERN | NOTE 3 – GOING CONCERN
The accompanying financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred losses since inception resulting in an accumulated deficit of $3,509,771 as of December 31, 2023, and further losses are anticipated in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern.
The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations as they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand, and/or private placement of common stock.
In order to mitigate the conditions that raise substantial doubt about our ability to continue as a going concern, the company has exited the CBD oil business which consumed substantial capital and resources and has streamlined operational costs.
|
INVESTMENTS |
12 Months Ended |
|---|---|
Dec. 31, 2023 | |
| Schedule of Investments [Abstract] | |
| INVESTMENTS | NOTE 4 – INVESTMENTS
On November 25, 2020, the Company purchased shares of the common stock of Chill N Out Cryotherapy at $0.01 per share in exchange for technical services provided. This investment meets the criteria of level one inputs for which quoted market prices are available in active markets for identical assets or liabilities as of the reporting date. As of December 31, 2023 and 2022, the shares of Chill N Out Cryotherapy have a reported market value of $100 and $21,000, respectively. The Company has adjusted the reported amounts for these investments to market value resulting in an unrealized loss of $20,900 and $39,000 for the years ended December 31, 2023 and 2022, respectively.
|
DEBT |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Debt Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| DEBT | NOTE 5 – DEBT
The Company borrowed $150,000 utilizing the Small Business Administration’s Economic Injury Disaster Loan Program. The loan is repayable at 3.75% beginning one year after the proceeds were received which was July 20, 2020. Subsequently Congress has extended the repayment period to one year after the initial date, or July 20, 2022.
The Company borrowed $50,000 utilizing the Small Business Administration’s Economic Injury Disaster Loan Program. The loan is repayable at 3.75% beginning two years after the proceeds were received which was July 17, 2021.
As of December 31, 2023, no payments towards the balance due and the loan may be considered in default.
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PREFERRED STOCK |
12 Months Ended |
|---|---|
Dec. 31, 2023 | |
| Equity [Abstract] | |
| PREFERRED STOCK | NOTE 6 – PREFERRED STOCK
Series A Preferred Stock The Series A Preferred Stock holds a voting weight of 2,500 common shares, is not entitled to receive dividends and has no liquidation rights.
Series B Preferred Stock The Series B Preferred Stock holds a voting weight of 1,000 common shares, is not entitled to receive dividends and has no liquidation rights.
|
COMMON STOCK TRANSACTIONS |
12 Months Ended |
|---|---|
Dec. 31, 2023 | |
| Related Party Transactions [Abstract] | |
| COMMON STOCK TRANSACTIONS | NOTE 7 – COMMON STOCK TRANSACTIONS
During the years ended December 31, 2023, the Company issued shares of common stock for services. The shares were valued at $0.0816, the closing stock price on the date of grant, for total non-cash compensation expense of $81,600.
See Note 8 for shares issued to a related party.
|
RELATED PARTY TRANSACTIONS |
12 Months Ended |
|---|---|
Dec. 31, 2023 | |
| Other Income and Expenses [Abstract] | |
| RELATED PARTY TRANSACTIONS | NOTE 8 – RELATED PARTY TRANSACTIONS
During the year ended December 31, 2022, the Company received a total cash advance from Classworx Inc of $2,900. Classworx Inc, has the same management and majority shareholders as the Company. The advance was for general operating expenses, is non-interest bearing and due on demand. The balance due as of December 31, 2023, is $2,890.
During the year ended December 31, 2022, the Company received a total cash advance from Thomas Powers, CEO of $28,270. On March 31, 2023, the Company issued shares of common stock to Mr. Powers, for $28,270 of debt and $8,539 for expense reimbursement. The shares were valued at $0.0816, the closing stock price on the date of grant, resulting in a loss on the issuance of $453,232.
During the year ended December 31, 2022, the Company received a total cash advance from TransworldNews, Inc. of $10,500, $700 of which was repaid, for a balance due of $9,800 as of December 31, 2022. TransworldNews has the same management and majority shareholders as the Company. The advance was for general operating expenses, is non-interest bearing and due on demand. The balance due as of December 31, 2023, is $9,700.
During the year ended December 31, 2023, Mr. Powers advanced the Company $12,781 to pay for professional fees. The advanced is non-interest bearing and due on demand.
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INCOME TAX |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Income Tax Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| INCOME TAX | NOTE 9 - INCOME TAX
Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The Company is using the U.S. federal income tax rate of 21%.
The provision for Federal income tax consists of the following December 31:
The cumulative tax effect at the expected rate of 21% of significant items comprising our net deferred tax amount is as follows:
At December 31, 2023, the Company had net operating loss carry forwards of approximately $737,000 may be offset against future taxable income. No tax benefit has been reported in the December 31, 2023 or 2022 financial statements since the potential tax benefit is offset by a valuation allowance of the same amount.
Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry forwards may be limited as to use in future years.
ASC Topic 740 provides guidance on the accounting for uncertainty in income taxes recognized in a company’s financial statements. Topic 740 requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. If the more-likely-than-not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements.
The Company files income tax returns in the U.S. federal jurisdiction, and various state and local jurisdictions.
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SUBSEQUENT EVENTS |
12 Months Ended |
|---|---|
Dec. 31, 2023 | |
| Subsequent Events [Abstract] | |
| SUBSEQUENT EVENTS | NOTE 10 - SUBSEQUENT EVENTS
Merger with BioRegenx, Inc. The Company filed Articles of Merger effective March 8, 2024 with the state of Nevada. Pursuant to the Articles of Merger, BioRegenx, Inc, a Nevada corporation was merged into the Registrant with the Registrant being the surviving company. The name of the Company was changed to BioRegenx, Inc.
Pursuant to the merger, all of the issued and outstanding BioRegenx common and preferred shares were exchanged for 851,977,296 common shares and 3,800 Series A preferred shares of the Company which represented 90.0% of the voting securities of the Company. Concurrently, holder(s) of the Company’s Series A and Series B preferred shares retired all of their Series A and Series B preferred shares back into the treasury. The Series A and Series B preferred shares represented a voting control of 98.47% of the Company. Simultaneously, the majority shareholders retired a total of 172,197,602 common shares. The exchange value of Company’s stock was the average closing price of Registrant for the month of November 2022.
Amendment to Articles of Incorporation Effective March 8, 2024, the Company filed an Amendment to the Articles of Incorporation which increased the authorized common stock to One Billion Five Hundred Thousand (1,500,000,000) common shares. Additionally, the name of the Company was changed to BioRegenx, Inc.
Certificate of Designation The Company discovered that a Certificate of Designation was not properly filed in 2013 creating the 5,000,000 Series A preferred shares. Effective March 14, 2024, the Company filed a Certificate of Designation (and subsequently, a Certificate of Correction) curing the 2013 creation of the Series A preferred shares and ratifying the issuances of 5,000,000 Series A preferred shares in 2013 which were retired pursuant to the terms of the merger. Each Series A preferred share has voting rights of 2,500 votes per Series A preferred share.
Management has evaluated subsequent events pursuant to the requirements of ASC Topic 855, from the balance sheet date through the date the financial statements were issued and has determined that there are no other material subsequent events that require disclosure in these financial statements. |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) |
12 Months Ended |
|---|---|
Dec. 31, 2023 | |
| Accounting Policies [Abstract] | |
| Basis of Presentation | Basis of Presentation The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
|
| Use of Estimates | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
|
| Revenue Recognition | Revenue Recognition The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. Once a contract is determined to be within the scope of ASC 606 at contract inception, the Company reviews the contract to determine which performance obligations the Company must deliver and which of these performance obligations are distinct. The Company recognizes as revenues the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied.
|
| Intangible Assets | Intangible Assets Intangible assets are amortized over a period of fifteen years on a straight-line basis and consist principally of the cost to acquire the Company’s domain name.
|
| Cash Equivalents | Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents for the years ended December 31, 2023 or 2022.
|
| Concentration of Credit Risk | Concentration of Credit Risk The credit risk for customer accounts is not significant due to its diverse customer base. Customer accounts typically are collected within a short period of time. The Company maintains its cash balances in one financial institution located in Atlanta, Georgia. The balances are insured by the Federal Deposit Insurance Corporation up to $250,000. At December 31, 2023 and 2022, the Company had no uninsured cash balances.
|
| Fair Value Measurements | Fair Value Measurements The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP) and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:
Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
Level 2: Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
Level 3: Pricing inputs that are generally unobservable inputs and not corroborated by market data.
The carrying amount of the Company’s financial assets and liabilities, such as cash, prepaid expenses and accrued expenses approximate their fair value because of the short maturity of those instruments. The Company’s notes payable approximates the fair value of such instruments based upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangements at December 31, 2023. See Note 4 for additional disclosures for the Company’s investments measured at fair value.
|
| Stock-based Compensation | Stock-based Compensation We account for equity-based transactions with employees and non-employees under the provisions of FASB ASC Topic 718, “Compensation – Stock Compensation” (Topic 718), which establishes that equity-based payments to employees and non-employees are recorded at the grant date the fair value of the equity instruments the entity is obligated to issue when the employees and non-employees have rendered the requisite service and satisfied any other conditions necessary to earn the right to benefit from the instruments. Topic 718 also states that observable market prices of identical or similar equity or liability instruments in active markets are the best evidence of fair value and, if available, should be used as the basis for the measurement for equity and liability instruments awarded in these share-based payment transactions. However, if observable market prices of identical or similar equity or liability instruments are not available, the fair value shall be estimated by using a valuation technique or model that complies with the measurement objective, as described in FASB ASC Topic 718.
|
| Income Taxes | Income Taxes Income taxes are provided for the tax effects of the transactions reported in the financial statements and consist of taxes currently due plus deferred taxes related primarily to tax net operating loss carryforwards. The deferred tax assets and liabilities represent the future tax return consequences of these differences, which will either be taxable or deductible when assets and liabilities are recovered or settled, as well as operating loss carryforwards. 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 income in the period that includes the enactment date. A valuation allowance is established against deferred tax assets when in the judgment of management, it is more likely than not that such deferred tax assets will not become available. Because the judgment about the level of future taxable income is dependent to a great extent on matters that may, at least in part, be beyond the Company’s control, it is at least reasonably possible that management’s judgment about the need for a valuation allowance for deferred taxes could change in the near term.
Tax benefits are recognized only for tax positions that are more likely than not to be sustained upon examination by tax authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely to be realized upon settlement. A liability for “unrecognized tax benefits” is recorded for any tax benefits claimed in the Company’s tax returns that do not meet these recognition and measurement standards. As of December 31, 2023, and 2022, no liability for unrecognized tax benefits was required to be reported.
|
| Net Income (Loss) Per Common Share |
Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. The weighted average number of common shares outstanding and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first period presented. There are potentially dilutive common shares for the years ended December 31, 2023 and 2022.
|
| Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
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DEBT (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Debt Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of debt |
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INCOME TAX (Tables) |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2023 | ||||||||||||||||||||||||||||||||||||||||||||||
| Income Tax Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||
| Provision for income tax |
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| Schedule of deferred tax assets |
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) |
12 Months Ended | |
|---|---|---|
Dec. 31, 2023 |
Dec. 31, 2022 |
|
| Accounting Policies [Abstract] | ||
| Cash Equivalents, at Carrying Value | $ 0 | $ 0 |
| Cash, Uninsured Amount | 0 | 0 |
| Unrecognized Tax Benefits | $ 0 | $ 0 |
| Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0 | 0 |
GOING CONCERN (Details Narrative) - USD ($) |
Dec. 31, 2023 |
Dec. 31, 2022 |
|---|---|---|
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
| Retained Earnings (Accumulated Deficit) | $ 3,509,771 | $ 2,917,700 |
INVESTMENTS (Details Narrative) - Chill N Out Cryotherapy [Member] - USD ($) |
12 Months Ended | ||
|---|---|---|---|
Dec. 31, 2023 |
Dec. 31, 2022 |
Nov. 25, 2020 |
|
| Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
| Investment Owned, Balance, Shares | 1,000,000 | ||
| Investment Owned, Fair Value | $ 100 | $ 21,000 | |
| Unrealized Gain (Loss) on Investments | $ 20,900 | $ 39,000 | |
DEBT (Details - Schedule of debt) - USD ($) |
Dec. 31, 2023 |
Dec. 31, 2022 |
|---|---|---|
| Debt Instrument [Line Items] | ||
| Total | $ 200,000 | $ 200,000 |
| Less: current portion | (200,000) | (4,189) |
| Long term portion | 0 | 195,811 |
| S B A Loan 2020 [Member] | ||
| Debt Instrument [Line Items] | ||
| Total | 150,000 | 150,000 |
| S B A Loan 2021 [Member] | ||
| Debt Instrument [Line Items] | ||
| Total | $ 50,000 | $ 50,000 |
DEBT (Details Narrative) - USD ($) |
Jul. 17, 2021 |
Jul. 20, 2020 |
|---|---|---|
| E I D L [Member] | ||
| Debt Instrument [Line Items] | ||
| Proceeds from Issuance of Long-Term Debt | $ 50,000 | $ 150,000 |
COMMON STOCK TRANSACTIONS (Details Narrative) |
12 Months Ended |
|---|---|
|
Dec. 31, 2023
USD ($)
shares
| |
| Stock Issued During Period, Value, Issued for Services | $ 81,600 |
| Common Stock [Member] | |
| Stock Issued During Period, Shares, Issued for Services | shares | 1,000,000 |
| Stock Issued During Period, Value, Issued for Services | $ 81,600 |
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) |
12 Months Ended | ||
|---|---|---|---|
Mar. 31, 2023 |
Dec. 31, 2023 |
Dec. 31, 2022 |
|
| Defined Benefit Plan Disclosure [Line Items] | |||
| Repayments of Related Party Debt | $ 110 | $ 700 | |
| Common Stock Issued for Expenses Related Party | 8,539 | 0 | |
| Loss on Conversion of Debt Related Party | 453,232 | 0 | |
| Classworx [Member] | |||
| Defined Benefit Plan Disclosure [Line Items] | |||
| Proceeds from Related Party Debt | 2,900 | ||
| Loan Payable Related Party | 2,890 | ||
| Thomas Powers [Member] | |||
| Defined Benefit Plan Disclosure [Line Items] | |||
| Proceeds from Related Party Debt | 12,781 | 28,270 | |
| Stock Issued During Period, Shares, New Issues | 6,005,400 | ||
| Repayments of Related Party Debt | $ 28,270 | ||
| Common Stock Issued for Expenses Related Party | $ 8,539 | ||
| Transworld News [Member] | |||
| Defined Benefit Plan Disclosure [Line Items] | |||
| Proceeds from Related Party Debt | 10,500 | ||
| Loan Payable Related Party | $ 9,700 | 9,800 | |
| Repayments of Related Party Debt | $ 700 | ||
INCOME TAX (Details - Provision for income taxes) - USD ($) |
12 Months Ended | |
|---|---|---|
Dec. 31, 2023 |
Dec. 31, 2022 |
|
| Federal income tax benefit attributable to: | ||
| Current Operations | $ (124,000) | $ (25,000) |
| Less: valuation allowance | 124,000 | 25,000 |
| Net provision for Federal income taxes | $ 0 | $ 0 |
INCOME TAXES (Details - Deferred tax assets) - USD ($) |
Dec. 31, 2023 |
Dec. 31, 2022 |
|---|---|---|
| Deferred tax asset attributable to: | ||
| Net operating loss carryover | $ (737,000) | $ (613,000) |
| Less: valuation allowance | 737,000 | 613,000 |
| Net deferred tax asset | $ 0 | $ 0 |
INCOME TAX (Details Narrative) |
Dec. 31, 2023
USD ($)
|
|---|---|
| Income Tax Disclosure [Abstract] | |
| Net operating loss carryforwards | $ 737,000 |
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