UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the quarterly period ended:
OR
For the transition period from _____________to______________
Commission file number:
(Exact name of Company in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification) |
(Address of principal executive offices, including zip code)
Registrant's Telephone number, including area
code: (
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section
12(g) of the Act:
Indicate by check mark whether
the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act during the preceding
12 months (or such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for at least the part 90 days.
Indicate by check mark whether the registrant
has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (section 232.406 of this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). Yes ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company.
| Large accelerated filer ☐ | Accelerated filer ☐ | |
| Smaller reporting company | ||
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐
No
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. The number of shares outstanding of the registrant's only class of common stock, as of May 28, 2024 was shares of its $0.001 par value common stock.
No documents are incorporated into the text by reference.
EXPLANATORY NOTE
This amendment to the Form 10-Q, as filed on May 24, 2024, is being filed solely to correct the outstanding shares on the cover page, to add inline XBRL to the financial statements and accompanying footnotes and to add other XBRL documentation. No other material changes have been made to the document.
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PART I - FINANCIAL INFORMATION
This Amendment 1 to the Quarterly Report includes forward-looking statements within the meaning of the Securities Exchange Act of 1934. These statements are based on management’s beliefs and assumptions, and on information currently available to management. Forward-looking statements include the information concerning our possible or assumed future results of operations set forth under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Forward-looking statements also include statements in which words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “estimate,” “consider,” or similar expressions are used.
Forward-looking statements are not guarantees of future performance. They involve risks, uncertainties, and assumptions. Our future results and shareholder values may differ materially from those expressed in these forward-looking statements. Readers are cautioned not to put undue reliance on any forward-looking statements.
Item 1. Financial Statements
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BIOREGENX, INC. AND SUBSIDIARIES
BALANCE SHEETS
As of March 31, 2024 | As of December 31, 2023 | |||||||
| ASSETS | ||||||||
| Current Assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts Receivable | ||||||||
| Inventories | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Total Current Assets | ||||||||
| Notes Receivable | ||||||||
| Property and equipment (Net) | ||||||||
| Intangible Assets (Net) | ||||||||
| Other Assets | ||||||||
| Total Assets | $ | $ | ||||||
| LIABILITIES & STOCKHOLDERS' DEFICIT | ||||||||
| Current Liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued expenses | ||||||||
| Promissory notes payable and loans | ||||||||
| Deferred revenue | ||||||||
| Total current liabilities | ||||||||
| Notes payable | ||||||||
| Total Liabilities | ||||||||
| Stockholders’ Deficit: | ||||||||
| Series A preferred stock, non-dividend, 2,500 votes per share, $ par value, authorized; issued and outstanding as of March 31, 2024 and as of December 31, 2023 | ||||||||
| Common stock, $ par value, shares authorized, issued and outstanding as of March 31, 2024 and as of December 31, 2023 | ||||||||
| Additional paid-in-capital | ||||||||
| Additional paid-in-capital - Warrants | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Accumulated other comprehensive income (loss) | ( | ) | ||||||
| Total Stockholders' Deficit | ( | ) | ||||||
| Total Liabilities and Stockholders' Deficit | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited financial statements.
| 4 |
BIOREGENX, INC. AND SUBSIDIARIES
STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
| For the Three Months Ended March 31, | ||||||||
| 2024 | 2023 | |||||||
| Revenues: | ||||||||
| Net sales | $ | $ | ||||||
| Cost of sales | ||||||||
| Gross profit | ||||||||
| Operating Expenses: | ||||||||
| Distributors incentives | ||||||||
| Selling, general and administrative | ||||||||
| Total operating expenses | ||||||||
| Loss from Operations | ( | ) | ( | ) | ||||
| Other income (expense): | ||||||||
| Interest income | ||||||||
| Interest expense and financing costs | ( | ) | ( | ) | ||||
| Total other expense | ( | ) | ( | ) | ||||
| Income (loss) before provision for taxes | ( | ) | ( | ) | ||||
| Provision for Income Tax | ||||||||
| Net Loss | $ | ( | ) | $ | ( | ) | ||
| Weighted average common shares outstanding - basic | ||||||||
| Weighted average common shares outstanding - diluted | ||||||||
| Earnings (loss) per share - basic | $ | ( | ) | $ | ( | ) | ||
| Earnings (loss) per share - diluted | $ | ( | ) | $ | ( | ) | ||
| Comprehensive Income: | ||||||||
| Net Loss | $ | ( | ) | $ | ( | ) | ||
| Other comprehensive income (loss) | ||||||||
| Foreign currency translation adjustment | ||||||||
| Tax benefit related to foreign currency translation adjustment | ||||||||
| Other comprehensive income (loss), net of tax | $ | ( | ) | $ | ( | ) | ||
The accompanying notes are an integral part of these unaudited financial statements.
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BIOREGENX, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT
| Common Stock | Preferred Stock Series A | Additional Paid | Additional Paid-in Capital | Accumulated | Accumulated Other Comprehensive | Total Stockholders’ | ||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | in Capital | Warrants | Deficit | Income | Deficit | ||||||||||||||||||||||||
| Balance, December 31, 2023 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Issuance of common shares and warrants for returns and services | – | |||||||||||||||||||||||||||||||
| Issuance of common shares as loan incentive | – | |||||||||||||||||||||||||||||||
| Issuance of common shares in acquisition of DocSun Biomedical Holdings, Inc. | – | |||||||||||||||||||||||||||||||
| Shares issued (retained by Findit, Inc.’s shareholders in merger with Findit, Inc. | – | |||||||||||||||||||||||||||||||
| Preferred shares converted to common upon merger | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Net loss | – | – | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Other Comprehensive income (loss), net of tax | – | – | ||||||||||||||||||||||||||||||
| Balance, March 31, 2024 | $ | $ | $ | $ | $ | ( | ) | $ | $ | |||||||||||||||||||||||
| Common Stock | Preferred Stock Series A | Additional Paid | Additional Paid-in Capital | Accumulated | Accumulated Other Comprehensive | Total Stockholders’ | ||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | in Capital | Warrants | Deficit | Income | Deficit | ||||||||||||||||||||||||
| Balance, December 31, 2022 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Issuance of common shares and warrants in private placement | – | |||||||||||||||||||||||||||||||
| Issuance of common shares and warrants for returns and services | – | |||||||||||||||||||||||||||||||
| Issuance of warrants for services | – | – | ||||||||||||||||||||||||||||||
| Net loss | – | – | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Other Comprehensive income (loss), net of tax | – | – | ||||||||||||||||||||||||||||||
| Balance, December 31, 2023 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
The accompanying notes are an integral part of these unaudited financial statements
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BIOREGENX, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| For the Three Months Ended March 31, | ||||||||
| 2024 | 2023 | |||||||
| Operating Activities | ||||||||
| Net Loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net income (loss) to net cash used by operating activities: | ||||||||
| Depreciation and amortization expense | ||||||||
| Issuance of common shares for returns and services | ||||||||
| Issuance of warrants for services | ||||||||
| Issuance of common shares as loan incentives | ||||||||
| Changes in operating assets and liabilities (net of amount): | ||||||||
| Accounts receivable | ||||||||
| Inventories | ( | ) | ||||||
| Prepaid expenses and other assets | ( | ) | ||||||
| Accounts Payable | ||||||||
| Accrued expenses and other liabilities | ( | ) | ||||||
| Deferred Revenue | ( | ) | ||||||
| Net Cash Used by Operating Activities | ( | ) | ||||||
| Investing Activities: | ||||||||
| Purchases of property and equipment | ( | ) | ||||||
| Acquisition of intangibles | ( | ) | ||||||
| Net Cash Used in Investing Activities | ( | ) | ||||||
| Financing Activities: | ||||||||
| Increase in SBA loans | ||||||||
| Note and loan payments | ( | ) | ( | ) | ||||
| Increase in note and loan balances | ||||||||
| Proceeds from the issuance of common stock | ||||||||
| Issuance of common stock in acquisition and merger | ||||||||
| Net Cash Used by Financing Activities | ||||||||
| Effects of Exchange Rate Changes on Cash and Cash Equivalents | ||||||||
| Net Increase (Decrease) in Cash and Cash Equivalents | ( | ) | ( | ) | ||||
| Cash and Cash Equivalents, Beginning Balance | ||||||||
| Cash and Cash Equivalents, Ending Balance | $ | $ | ||||||
| Cash Paid During the Period for: | ||||||||
| Interest | $ | $ | ||||||
| Income Taxes | $ | $ | ||||||
| Non-Cash Investing and Financing Activities: | ||||||||
| Acquisition of property and equipment | $ | ( | ) | $ | ||||
| Acquisition of intangibles | ( | ) | ||||||
| Issuance of common stock in acquisition and merger | ||||||||
| Net non-cash activities | $ | ( | ) | $ | ||||
The accompanying notes are an integral part of these unaudited financial statements.
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BIOREGENX, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND YEAR ENDED DECEMBER 31, 2023
NOTE A—SUMMARY OF SIGNIFICANT ACCOUNTING Organization and 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.
On April 6th, 2021 BioRegenx entered into a combination agreement with Microvascular Health Services, LLC., My Body Rx, LLC and NuLife Sciences, Inc. that resulted in the addition of three subsidiary companies to the group. Due to the ownership structure the combination is accounted for as a combination of entities under common control under the Financial Accounting Standards Board’s Accounting Standard Codification (ASC) Topic 805. The activities of the subsidiaries are included in the financial statements for the entire reporting period with assets and liabilities stated at the historical carrying value.
On September 15, 2021, the Company acquired all the interest in Regenr8, LLC in exchange for shares of the Company’s stock. This acquired company is accounted for as an acquisition and the activities of the acquired company are included in the consolidated financial statements starting with the acquisition. Assets are liabilities are reported at the purchase price allocated to the relative fair market value.
On January 8th, 2024, the Company acquired all the shares outstanding of DocSun Biomedical Holdings, Inc. in exchange for shares of the Company’s stock. This acquired company is accounted for as an acquisition and the activities of the acquired company are included in the consolidated financial statements starting with the acquisition. Assets are liabilities are reported at the purchase price allocated to the relative fair market value.
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 (Findit, Inc), with the Registrant being the surviving company.
On March 9th, 2024, the Company exercised an option obtained in the Merger agreement with Findit, Inc. to acquire all the remaining shares of Classwork, Inc. the acquired shares were valued at the $1.00 option price.
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BIOREGENX, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND YEAR ENDED DECEMBER 31, 2023
NOTE A—SUMMARY OF SIGNIFICANT ACCOUNTING (Continued)
The Consolidated Financial Statements (the “Financial Statements”) include the accounts and operations of the Company, and its controlled subsidiaries. All inter-company accounts and transactions have been eliminated in consolidation. The accounting and reporting policies of the Company conform with accounting principles generally accepted in the United States of America (“US GAAP”).
Going Concern
The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplates the continuation of the Company as a going concern. The Company has generated recurring losses from operations and cash flow deficits from its operations since inception and has had to raise funds through equity offerings or borrowings to continue operating. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The continued operations of the Company are dependent upon its ability to raise additional capital, obtain additional financing and develop a business that generates sufficient positive cash flows from operations. The Company continues to raise funds from additional common stock issuances.
The accompanying consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event the Company cannot continue as a going concern.
Use of Estimates
The preparation of Consolidated Financial Statements in conformity with US GAAP 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 Consolidated Financial Statements and the reported amounts of revenues and expenses during the reporting period. These estimates may be adjusted as more current information becomes available, and any adjustment could be significant.
Fiscal Year
The Company operates on a calendar year ending on December 31. Fair Value Measurements
As of March 31, 2024 and December 31, 2023, the Company’s financial instruments include cash equivalents and accounts receivable. The cost values of cash equivalents and restricted cash approximate their fair values, based on their short-term nature. Accounts receivable is valued at their expected realizable value.
Translation of Foreign Currencies
The Company’s foreign sales activities are conducted in US Dollars and no foreign currency translations are recorded in these financial statements. The Company purchases are conducted in the currency negotiated by the Company and the vendors. When a foreign currency transaction is required, the Company will record the transaction in its financial statements at the current exchange rate. Upon satisfaction of the obligation denominated in foreign currency the then current exchange rate is used, any difference in the amount originally recorded the amount to satisfy the obligation is recorded to foreign currency gain or loss. A foreign currency obligation that remains outstanding at the end of a reporting period, the amount outstanding is valued at the exchange rate on the reporting date and an entry is made to other comprehensive income for the resulting translation adjustment.
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BIOREGENX, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND YEAR ENDED DECEMBER 31, 2023
NOTE A—SUMMARY OF SIGNIFICANT ACCOUNTING (Continued) Cash and Cash Equivalents
The Company considers all highly liquid investments with an original maturity of three months or less from the date of purchase to be cash equivalents. Cash equivalents consisted primarily of bank balances and amounts receivable from credit card processors. Amounts receivable from credit card processors and other forms of electronic payment are considered cash equivalents because they are both short- term and highly liquid in nature and are typically converted to cash within three days of the sales transaction.
Inventories
Inventories are stated at the lower of cost or net realizable value. Cost is determined using the first-in, first-out method. Net realizable value is determined using various assumptions with regard to excess or slow-moving inventories, non- conforming inventories, expiration dates, current and future product demand, and market conditions. A change in any of these variables could result in an adjustment to inventory.
Accounts Receivable
Accounts receivables are recorded at the invoiced amount and do not bear interest. The Company establishes an allowance for doubtful accounts for estimated losses inherent in its accounts receivable as determined by management. In establishing the required allowance, management considers historical losses adjusted to take into account current market conditions and our customers’ financial condition, the amount of the receivables in dispute, and the current receivables aging and current payment patterns. The Company reviews its allowance for doubtful accounts regularly. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.
Income Taxes
The Company accounts for income taxes using the asset and liability method, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of the differences between the financial statement assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates that are expected to apply to taxable income in the year 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 law is recognized in income in the period that includes the enactment date. Deferred tax expense or benefit is the result of changes in deferred tax assets and liabilities. The Company evaluates the probability of realizing the future benefits of its deferred tax assets and provides a valuation allowance for the portion of any deferred tax assets where the likelihood of realizing an income tax benefit in the future does not meet the “more-likely-than-not” criteria for recognition. The Company recognizes tax benefits from uncertain tax positions only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the Financial Statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate resolution.
Property and Equipment
Property and equipment are recorded at cost. Maintenance, repairs, and renewals, which neither materially add to the value of the property nor appreciably prolong its life, are charged to expense as incurred. Depreciation is provided in amounts sufficient to relate the cost of depreciable assets to operations over the estimated useful lives of the related assets. The straight-line method of depreciation and amortization is followed for financial statement purposes. Property and equipment are reviewed for impairment whenever events or changes in circumstances exist that indicate the carrying amount of an asset may not be recoverable. When property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations for the respective period.
| 10 |
BIOREGENX, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND YEAR ENDED DECEMBER 31, 2023
NOTE A—SUMMARY OF SIGNIFICANT ACCOUNTING (Continued)
Leases
The Company has adopted ASC Topic 842 for lease accounting. This standard requires that right of use assets and liabilities are measured and recorded on the balance sheet. ASC Topic 842 provides an exception for short term leases that are for 12 months or less. The Company reports short term leases under the exception to the standard. Leases for a period of 12 months or less are recorded as expense on a ratable basis throughout the term of the lease.
The Company leases two office spaces, its
headquarters in Chattanooga Tennessee and a satellite office in Alpine Utah, both are short term leases. The headquarters is leased from
a related party on a month-to-month basis for $
The Company rents storage space on a month-to-month
basis in various locations total monthly cost was less than $
Intangible Assets
Intangible assets were acquired in the purchases of Regenr8, LLC on September 15th, 2021. DocSun Biomedical Holdings, Inc. on January 8th, 2024 and Findit, Inc on March 8th, 2024. See note G Intangibles include product intangibles, formulations and customer-based intangibles. Amortized intangible assets are amortized over their related useful lives, using a straight-line or accelerated method consistent with the underlying expected future cash flows related to the specific intangible asset. Amortized intangible assets ae reviewed for impairment whenever events or changes in circumstances exist that indicate the carrying amount of an asset may not be recoverable. When indicators of impairment exist, an estimate of undiscounted net cash flows is used in measuring whether the carrying amount of the asset or related asset group is recoverable. Measurement of the amount of impairment, if any, is based upon the difference between the asset or asset group’s carrying value and fair value. Fair value is determined through various valuation techniques, including market and income approaches as considered necessary.
Revenue Recognition
The Company applies ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”) for all periods presented in the consolidated financial statements. To determine the appropriate amount of revenue to be recognized in accordance with ASC 606, the Company follows a five-step model as follows:
Sales contract with the independent business partners and customers
1 – Identification of the contract
with a customer
2 – Identification of the performance obligation in the contract
3 – Determination of the transaction price
4 – Allocation of the transaction price to the performance obligation in the contract
5 – Recognition of revenue when, or as, a performance obligation is satisfied
| 11 |
BIOREGENX, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND YEAR ENDED DECEMBER 31, 2023
NOTE A—SUMMARY OF SIGNIFICANT ACCOUNTING (Continued)
Product Return Policy
The Company through its subsidiaries provides a medical testing machine, consumables for the testing process, wellness devices and nutritional supplements to its Independent Brand Partners (IBP) and customers. IBPs pay an annual membership fee to maintain the IBP status which is a requirement to participate in the compensation plan. Prior to the merger April 6th, 2021, a medical device was also sold directly to health professionals and customers but this product has been discontinued. The products are distributed through a network of IBPs. During the periods presented, the testing machines were primarily sold to educational and research institutions directly by the Company. The medical devices and the supplements were sold to individuals by the independent brand partners. The discontinued medical device was exclusively sold through the network of independent brand partners. The Company assesses the contract term as the period in which the parties to the contract have enforceable rights and obligations. The contract term may differ from the stated term in contracts with certain termination or renewal rights, depending on whether there are substantive penalties associated with those rights. Customer contracts are generally standardized and noncancellable for the duration of the stated contract term. Consumption taxes collected and remitted to tax authorities are excluded from revenue. The Company may use third-party vendors to provide certain goods or services to its customers. The Company evaluates those relationships to determine whether revenue should be reported gross or net. The Company recognizes revenue on a gross basis where it acts as principal and controls the goods and services used to fulfill the performance obligations to the customer and on a net basis where it acts as an agent. The Company has not acted as an agent during neither the three months ended March 31, 2024 nor the years ended December 31, 2023 and 2022.
Performance Obligation
The counterparties contract to obtain goods and meet the requirements to be customers whether termed customers or independent brand partners. The Company’s sales to educational institutions are of a tangible product. The company requires payment prior to shipping, with only a few exceptions. Sales to educational institutions are not shipped until payment is received. Once an order is paid the invoice is sent to an outsourced fulfillment house for shipping. Shipping typically occurs in 24 hours of the payment. Sales are booked upon shipment when the performance obligation is satisfied.
Sales to health professional and individual consumers, other than annual memberships, are of tangible goods. The company requires payment prior to shipping, with only a few exceptions. Sales to health professionals, other IBPs and consumer are also not shipped until payment is received, typically via credit card. Once an order is paid the invoice is sent to an either an outsourced fulfillment house for shipping or fulfilled in house. Shipping typically occurs in 24 hours of the payment. Sales are booked upon shipment when the performance obligation is satisfied.
All counterparties to the contract may return the product pursuant to the Company’s return policy. Annual Membership of IBPs, which entitle the IBP to distributor status and allow them to participate in the compensation plan, are non- refundable.
Other types of revenue include fees, which are paid by the customer at the beginning of the service period, for access to online customer service applications and payment fees. Such fees are amortized over the period to which they relate, typically 12 months.
Transaction Price
The transaction price is the amount received or expected to be received for transferring goods and services to its customers. Each order entered has a fixed price listed in the company’s distributor portal or on a price list at the time the sale is originated.
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BIOREGENX, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND YEAR ENDED DECEMBER 31, 2023
NOTE A—SUMMARY OF SIGNIFICANT ACCOUNTING (Continued)
Allocations
The Company as a matter of ordinary operations allocated the purchase price against the performance obligation on an order-by-order basis for the entire order. In the event an order has not been fulfilled or partially filled revenues are not recognized for the portion of the order for which the performance obligation has not been satisfied. In December 2022 the company shipped packages of its new wellness product that omitted certain components. An allocation to the portion of the orders that were not fulfilled with functional units was made and deferred revenues were recorded. The Company also made advanced shipments of certain components of its medical test machines. These components were not functional relative to the testing machine’s purpose and no revenue was recorded for these shipments. There was no transaction price allocated to performance that was fully satisfied for the year ended December 31, 2022. In the year ended December 31, 2023, the Company recognized revenue for nutritional supplements and approximately 30% of the recorded deferred testing machine sales were recognized upon shipment of functional components. In the three months ended March 31, 2024, the Company recognized revenue of approximately 30% of the recorded deferred testing machine sales were recognized as performance obligations were fully satisfied.
Other Revenue Recognition
Revenue is recognized when the performance obligation is satisfied, primarily upon passage of title, for tangible goods. The majority of collections are through online orders paid through credit cards. There are few exceptions where terms are given to well-known customers, primarily in the academic market. The Company’s distributors’ have the option to apply their earned commissions to their orders resulting in an internal entry to record their payment.
The Company has not engaged in financing related to its products. When third party finance companies are used by the customer the order is considered paid when funds are received from the finance company.
There are no contracts that extend beyond the performance of the original sales obligation.
Payments from the customers are typically made at the time of the order before satisfaction of the performance obligation. The Company in rare instances grants 30-day terms to select long term customers. In such instances the revenue recognition occurs when the performance obligation is satisfied. The Company has elected the practical expedient that permits an entity not to recognize a significant financing component if the time between the transfer of a good or service and payment is one year or less.
All product orders that are unused and returned within the first 30 days following purchase are refunded at 100% of the sales price.
Independent Business Partners Incentives
Incentives expenses include all forms of commissions, and other incentives paid to our Independent Business Partners (IBPs).
Selling, General and Administrative
Selling, general and administrative expenses include wages and benefits, depreciation and amortization, rents and utilities, associate event costs, advertising and professional fees, marketing, and research and development expenses.
| 13 |
BIOREGENX, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND YEAR ENDED DECEMBER 31, 2023
NOTE A—SUMMARY OF SIGNIFICANT ACCOUNTING (Continued)
Equity-Based Compensation
The Company records compensation expense in the Financial Statements for equity-based awards based on the fair value on the date of transfer. Fair value was determined by valuations of the separate subsidiaries before the merger based on a variety of factors including expected cash flow, comparable industry values and tangible and intangible asset values. For the period presented, all equity-based compensation consisted of direct transfers of equity interests for services provided in prior periods and were fully vested upon the award. There was no formal vesting period for the awards and the awards were recognized upon the grant.
Advertising
Advertising costs are charged to expense as incurred and are presented as part of the “Selling, general and administrative” line item.
Research and Development
Research and development costs are expensed as incurred per ASC Topic 730. None of the activities of the Company in the periods presented qualified for exceptions to the general guidance of ASC Topic 730.
Basic earnings per common share ("EPS") are based on the weighted-average number of common shares that were outstanding during each period. Common shares of the company have been restated each period to show the shares of the accounting acquirer as converted to the legal capital structure of the Company. Diluted earnings per share includes all outstanding convertible securities, warrants, options and contingent shares outstanding in the divisor.
Accounting for debt-to-equity conversions
In order to simplify, and provide less confusion, on accounting for debt with conversion options, FASB release ASU 2020- 06 in August 2020 has been adopted by the Company. For the three months ended March 31, 2024and the years ended December 31, 2023 and December 31, 2022 there were no convertible debt instruments outstanding. See Note N for the description of a debt-to-equity conversion transactions on March 31, 2022.
ASU 2020-06 simplifies the accounting for convertible instruments. Therefore, the embedded conversion features no longer are separated from the debt with conversion features that are not required to be accounted for as derivatives or that do not result in substantial premiums accounted for as paid-in capital. Consequently, a convertible debt instrument will be accounted for as a single liability measured at its amortized cost and therefore will be accounted for as a single equity instrument measured at its historical cost.
NOTE B—INVENTORIES
| 03/31/2024 | 12/31/2023 | |||||||
| Finished Goods | $ | $ | ||||||
Supplement Inventories are purchased in finished form with labels purchased separately in an amount to support the production run. Medical testing equipment components were purchased and assembled once orders were received during the financial statement period.
| 14 |
BIOREGENX, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND YEAR ENDED DECEMBER 31, 2023
NOTE C—PREPAID EXPENSES AND OTHER CURRENT ASSETS
Prepaid expenses and other current assets consisted of the following:
| 03/31/2024 | 12/31/2023 | |||||||
| Prepaid commissions | $ | $ | ||||||
| Deposits | ||||||||
| Other current assets | ||||||||
| Total | $ | $ | ||||||
Consolidated earnings before income taxes consists of the following:
| 03/31/2024 | 12/31/2023 | |||||||
| Consolidated Net Loss before income Taxes | $ | ( | ) | $ | ( | ) | ||
Income tax expense (benefit) included in income from continuing operations consists of the following:
| 03/31/2024 | 12/31/2023 | |||||||
| Periods Ended March 31, 2024 and | ||||||||
| December 31, 2023 Current and Deferred | $ | $ | ||||||
During the period before the combination of BioRegenx, Inc, a Nevada corporation and Microvascular Health Solutions dated of April 6th, 2021, each subsidiary filed separate income tax returns. Certain subsidiaries filed as flow through entities for tax purposes and the owner’s reported income and loss on their tax returns for the tax years before 2021 and the short period ended April 6, 2021. The Company reported net taxable loss for the short period beginning April 7th and ending December 31. 2021. For tax period before the merger of BioRegenx, Inc, a Nevada corporation into Findit, Inc. separate consolidated returns.
NOTE D—INCOME TAXES
As of March 31, 2024, the Company expect to have net operating loss carryovers and tax credit carryovers. The Company believes the utilization of the carryforwards cannot be determined with reasonable accuracy at this time due to provisions in the tax code that could act to limit the utilization of the carryovers and uncertainty in the determination of the periods that the carryovers may be utilized against future taxable income. The Company maintains a full valuation allowance on its carryforwards. Valuation allowances are determined using a more-likely-than-not realization criteria and are based upon all facts and circumstances. The Company files income tax returns in the United States and multiple states. In general, the Company's and predecessor’s tax filings are subject to examination for years ending on or after December 31, 2020, however, the statutes of limitations in certain instances may be longer.
| 15 |
BIOREGENX, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND YEAR ENDED DECEMBER 31, 2023
NOTE E—PROPERTY AND EQUIPMENT
Cost of property and equipment and their estimated useful lives is as follows:
| 03/31/2024 | 12/31/2023 | |||||||
| Computer equipment and software | $ | $ | ||||||
Estimated useful lives for computer equipment
and software is
Depreciation of property and equipment was
$
NOTE F—OPERATING LEASES
The following table presents supplemental lease information:
| 03/31/2024 | 12/31/2023 | |||||||
| Operating lease costs | $ | $ | ||||||
Operating lease cost were related to the Company’s office space and storage space rentals, see related party disclosures below.
NOTE G—INTANGIBLE ASSETS
The Company incurred patent costs and acquired a software license in 2023. The license was not yet placed in service by March 31, 2024. In the quarter ended March 31, 2024, the company acquired intangible assets in its acquisition of DocSun Biomedical Holdings, Inc. and in the Merger with BioRegenx, Inc., a Nevada corporation. See Note J Acquisitions. The Company performed its annual indefinite-lived intangible asset impairment test during 2021. The Company performed a qualitative assessment of the intangible assets and based on a delay in implementing the acquired assets determined that it was more-likely-than-not that the fair value of any indefinite-lived intangible asset was less than the carrying amount.
The Company determined that the fair market value of the acquired intangibles was not determinable as of 12/31/2021. As a result, an impairment expense was recognized for the amount acquired.
Intangible assets consist of the following:
| 03/31/2024 | 12/31/2023 | |||||||
| Amortizable intangible assets (net) | ||||||||
| Patents | $ | $ | ||||||
| Licenses | ||||||||
| Findit Intangibles | ||||||||
| Total | $ | $ | ||||||
| 16 |
BIOREGENX, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND YEAR ENDED DECEMBER 31, 2023
NOTE H—OTHER ASSETS
Other Assets consisted of the following:
| 03/31/2024 | 12/31/2023 | |||||||
| Investment in Thunder Struck | $ | $ |
Investment in Thunder Struck represents a marketing arrangement entered into to develop the health practitioner distribution channel.
NOTE I—COMMITMENTS AND CONTINGENCIES
The Company is involved in various lawsuits, claims, and other legal matters from time to time that arise in the ordinary course of conducting business, including matters involving its products, intellectual property, supplier relationships, distributors, competitor relationships, employees and other matters. The Company records a liability when a particular contingency is probable and estimable. The Company faces contingencies that are reasonably possible to occur; however, they cannot currently be estimated. While complete assurance cannot be given as to the outcome of these proceedings, management does not currently believe that any of these matters, individually or in the aggregate, will have a material adverse effect on the Company’s financial condition, liquidity or results of operations. It is reasonably possible that a change in the contingencies could result in a change in the amount recorded by the Company in the future.
NOTE J—ACQUISITIONS
Formation
On April 6th, 2021 the Company’s consolidated group was formed by the contribution of 100% of the equity interests of three companies, Microvascular Health Services, LLC, My Body Rx, LLC and NuLife Sciences, Inc. in exchange for newly issued common and preferred stock representing all the issued and outstanding shares of BioRegenx. The combination is expected to product synergies between companies with the production activities and the distribution network of the marketing company. After the contribution of the Microvascular Health Services, LLC interest it was discovered that certain prior arrangements may have impaired the transferability of 10% of the interest. Authorized share corresponding to this amount were placed in reserve pending resolution.
If the reserved shares were issued the total common shares outstanding would be as follows:
| 03/31/2024 | 12/31/2023 | |||||||
| Adjusted Common Share Outstanding | $ | $ | ||||||
Regenr8
On September 15, 2021,
| 17 |
BIOREGENX, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND YEAR ENDED DECEMBER 31, 2023
NOTE J—ACQUISITIONS (Continued)
Goodwill was not recorded as part of the acquisition.
The table that follows summarizes the consideration paid, the assets acquired, and liabilities assumed recognized at the acquisition date.
At September 15, 2021
| Amount | ||||
| Consideration | ||||
| BioRegenx common stock shares | $ | |||
| Fair value of total consideration transferred | $ | |||
| Recognized amounts of identifiable assets acquired and liabilities assumed | ||||
| Cash | $ | |||
| Food product formulas | ||||
| Genetic testing product | ||||
| Customer lists | ||||
| Accounts payable | ( | ) | ||
| Notes payable | ( | ) | ||
| Total identifiable net assets | $ | |||
| Acquisition related costs (Included in selling, general and administrative costs in the Company's income statement for the year ended December 31, 2021) | $ | |||
The fair market value of the shares
issued as consideration paid for Regenr8 of $
The financial assets acquired consisted solely of a cash account and it was valued at the ending bank balance on the date of the acquisition.
On January 8th 2024,
Goodwill was not recorded as part of the acquisition and liabilities assumed recognized at the acquisition date.
| 18 |
BIOREGENX, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND YEAR ENDED DECEMBER 31, 2023
NOTE J—ACQUISITIONS (Continued)
At January 8, 2024
| Amount | ||||
| Consideration | ||||
| BioRegenx common stock - shares | $ | |||
| Fair value of total consideration transferred | $ | |||
| Recognized amounts of identifiable assets acquired and liabilities assumed | ||||
| Cash | $ | |||
| Accounts receivable | ||||
| Computer equipment | ||||
| Intangibles - patents | ||||
| Accrued expenses | ( | ) | ||
| Total identifiable net assets | $ | |||
| Acquisition related costs (Included in additional paid in capital in the Company's balance sheet for the period ended March 31, 2024) | $ | |||
The fair market value of the shares
issued as consideration paid for DocSun of $
The financial assets acquired consisted solely of a cash account and accounts receivable which were valued at the ending book balance on the date of the acquisition.
Effective March 8, 2024, BioRegenx, Inc, a Nevada corporation was merged into Findit, Inc., with Findit, Inc. being the surviving company.
| 19 |
BIOREGENX, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND YEAR ENDED DECEMBER 31, 2023
NOTE J—ACQUISITIONS (Continued)
The table that follows summarizes the consideration paid, the assets acquired and liabilities assumed recognized at the acquisition date.
At March 8, 2024
| Amount | ||||
| Consideration | ||||
| BioRegenx common stock shares | $ | |||
| Fair value of total consideration transferred | $ | |||
| Recognized amounts of identifiable assets acquired and liabilities assumed | ||||
| Cash | $ | |||
| Investment | ||||
| Intangibles - search engine, domain, website, source code | ||||
| Accrued expenses | ( | ) | ||
| Accrued Interest | ( | ) | ||
| Loan Payable | ( | ) | ||
| Total identifiable net assets | ||||
| Goodwill | ||||
| Total | $ | |||
| Acquisition related costs (Included in additional paid in capital in the Company's balance sheet for the period ended March 31, 2024) | $ | |||
The exchange value of Company’s stock was the average trading price of Registrant as of the date the Articles of Merger were first filed, February 26th, 2024.
No financial assets were acquired in the transaction.
NOTE K—EXECUTIVE COMPENSATION
The Company does not currently sponsor a retirement plan of any type and does not have a non-equity incentive plan.
The Company has not adopted the pay verses performance reporting standard as management determined it is not yet required.
On October 4, 2023, Hitesh Juneja resigned as an officer of BioRegenx, Inc.
| 20 |
BIOREGENX, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND YEAR ENDED DECEMBER 31, 2023
NOTE K—EXECUTIVE COMPENSATION (Continued)
On October 13, 2023, the BioRegenx original shareholders terminated Robert Long from all positions of BioRegenx and its Subsidiaries pursuant to Section 3.2 of the Stockholders’ Agreement dated April 6th, 2021.
On October 15, 2023, Hans Vink resigned from all positions of BioRegenx and its Subsidiaries. See Note L for total Equity based compensation paid.
On May 31, 2021, the Board of Directors adopted a Stock Awards Plan (“Plan”). The purpose of the Plan is to attract, retain and motivate employees, directors and persons affiliated with the Company and to provide such participants with additional incentive and reward opportunities. The awards may be in the form of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock awards, phantom stock awards, or any combination of the foregoing. The total number of shares of stock reserved for issuance under the Plan is .
In August 2023, Hitesh Juneja was granted warrants with an exercise price of $0.19 for prior services performed as a consultant. The warrants vested one third at the date of the grant and one third over the next two year. Compensation expense in the amount of $ for the vested warrants was recorded in 2023.
In January 2024, a Jody Walker, a board member was granted warrants at an exercise price of $0.13 per share for prior services. In February 2024, a consultant was granted shares for prior services. In January 2024, two grants were made under the Plan, a consultant was granted shares for prior services and Sherri Adams, Chief Operating Officer was granted warrants of and at an exercise price of $ per share. The warrants and shares vested one third at the date of the grant and one third over the next two year. Compensation expense in the amount of $ for the vested warrants and shares was recorded in 2024.
NOTE M—SHARES ISSUED
In June 2021, the Company Issued a private placement memorandum which offered for sale shares of its common stock to qualified accredited investors. The shares were valued at $0.09 per common share. The offering was closed September of 2021. The results are summarized in the following table.
| Number Of Shareholders | # of Shares | Funds Raised | |||||||
| $ | |||||||||
The Company issued shares to a sophisticated investor as term is used under Section 4(a)(2) of the Securities act in the second and third quarter of 2023.
| Number Of Shareholders | # of Shares | Funds Raised | |||||||
| $ | |||||||||
| 21 |
BIOREGENX, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND YEAR ENDED DECEMBER 31, 2023
NOTE M—SHARES ISSUED (Continued)
In November 2022, the Company issued a second private placement memorandum which offered for sale shares of its common stock to qualified accredited investors. The Shares were valued at $0.19 per common share. The offering was open as of October 1, 2023. The results are summarized in the following table.
| Number Of Shareholders | # of Shares | Funds Raised | |||||||
| $ | |||||||||
Starting in October 2023, the Company issued shares and warrants to sophisticated investors. Each common share along with a warrant with a strike price of $0.37 per share was valued at $0.13. This offering remained open at March 31, 2024.
| Number Of Shareholders | # of Shares Warrants | Funds Raised | |||||||
| / | $ | ||||||||
In November 2023, the Company offered on option of shares or warrants to certain customers whose orders had been deferred. Each common share was valued at $0.19 per share. Warrants were valued at $0.02 to $0.026 with strike prices set at between $0.16 and $0.19 per share. This offer remained open until May 15, 2024.
| Number Of Shareholders | # of Shares Warrants | ||||
| / | |||||
In January 2024, the Company issued shares as lender incentives valued at $0.04.
| Number Of Shareholders | # of Shares | Cost | |||||||
| $ | |||||||||
In March of 2022, certain related party debt, including accrued interest to date, was converted into common Stock of the Company.
| 22 |
BIOREGENX, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND YEAR ENDED DECEMBER 31, 2023
NOTE N—CONVERSION OF INDEBTEDNESS TO COMMON SHARES (Continued)
The table below shows the number of shares issued for the debt retired.
| Debtholder | Amount | |||
| Loan Peak Holdings | $ | |||
| Robert Long Trust | ||||
| Connie W Wilson Revocable Trust | ||||
| Gail Long | ||||
| David R and Diane H Long Living Trust | ||||
| Wilshire Holdings Trust | ||||
| Libertas Trust | ||||
| Total | $ | |||
The Company’s management believes this transaction will free up cash for operations, assist in raising capital, and allow the Company to better pursue its objectives. The shares were valued at $0.088 per share based on the offering price outstanding on the date of the transaction.
NOTE O —RELATED-PARTY TRANSACTIONS
Loans
BioRegenx and its subsidiaries have financed past activities, in part, with borrowing from certain related parties. The principal amount of debt from related parties is summarized in the following table:
| Related Party | 03/31/2024 | 12/31/2023 | |||||
| Libertas Trust | $ | $ | |||||
| Wilshire Holding Trust | |||||||
| Resco Enterprises Trust | |||||||
| Avis Trust | |||||||
| Richard Long |
A Stockholder and related to current officer
B Entity controlled by current officer
C Relative of current shareholder
| 23 |
BIOREGENX, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND YEAR ENDED DECEMBER 31, 2023
NOTE O—RELATED-PARTY TRANSACTIONS (Continued)
Total accrued interest on related
party debts was $
| 3/31/2024 | 12/31/2023 | |||||||
| GlycoCheck B.V. (Net) | $ | $ | ||||||
| Robert Long | ||||||||
| Total | $ | $ | ||||||
Related party advances have been fully reserved to administrative expense.
Rental
The Company rents its home office from BBD Holdings, LLC which is controlled by Joseph Bird, an officer and director. The rental is on the month-to-month basis and is at a rate of $1,725.00 per month which is no more than the prevailing rate for the Chattanooga, TN market.
Royalties
The Company sells a product subject to a royalty agreement with the VHS Pool that was set up by a predecessor entity, through two if its subsidiaries. An officer and director – Robert Long through a related entity – Lone Peak Innovative Holdings, LLC, has a creditor interest in the VHS Pool. Lone Peak Innovative Holdings, LLC has to date not received payments from the VHS Pool and the likelihood of future payments are not ascertainable.
The royalty agreement calls for the payment of 1% of the gross sales of the subject product(s). The royalty applies to any product designed to support a healthy Endothelium Glycocalyx, such as the company’s Endocalyx. The royalty agreement also calls for the payment of 1% of the proceeds, after taxes, on a liquidity event. A liquidity event is defined as the subsidiary entering an arms-length transaction with a third party or making an initial public offering. Should a liquidity even occur, the agreement requires a minimum payment to raise the pool amount to $7,500,000. The pool ceiling is $15,000,000 and the Company may have two subsidiaries subject to the agreement.
Royalties paid during the periods presented were:
| 3/31/2024 | 12/31/2023 | |||||||
| VHS Pool Royalties | $ | $ | ||||||
Distribution Agreement
The Company has a worldwide distribution agreement with GlycoCheck B.V. for the GlycoCheck machine distribution. Bob Long and Hans Vink are directors of both BioRegenx, Inc. and Glycocheck B.V. and may have an ownership interest in Glycocheck B.V.
| 24 |
BIOREGENX, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND YEAR ENDED DECEMBER 31, 2023
NOTE O—RELATED-PARTY TRANSACTIONS (Continued)
Accrued Expenses and Reimbursements:
The Company accrued payments
to entities related to the owners in 2021 and 2020 before the merger on April 6, 2021. The balance of the amounts accrued were $
| Wilshire Holdings Trust | $ | |||
| Libertas Trust | ||||
| Resco Enterprises Trust | ||||
| Avis Trust | ||||
| Total | $ |
The Company reimburses certain officers and
board members for company expenses paid through individual credit cards. Total short-term advances from Resides Enterprises B were $
NOTE P—FINANCIAL COMMITMENTS
PFV Fund I, Ltd
The Company secured a term sheet for a Senior
Secured Debt Financing and Equity proposal in February of 2022. The Terms provides for a total funding package of up to $
The proceeds of the debt are designated for purchases of controlling interests in Board approved acquisitions. The proceeds of the equity funds are designated for expanded production, product marketing and working capital.
The term sheet does not bind the parties to the agreement until a definitive loan agreement, security agreement and stock purchase agreement are executed by the parties. In the first quarter of 2023, this commitment was terminated and commitment fees are refundable to the Company.
NOTE Q—SUBSEQUENT EVENTS
The Company has evaluated subsequent events from the balance sheet date through the date which the financial statements were available to be issued and determined there are no events to disclose.
| 25 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
BioRegenx, 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.
Results of Operations
For the three months ended March 31, 2024, the Company had net sales of $618,116 with cost of sales of $159,350 resulting in gross profit of $458,766. Comparatively, the three months ended March 31, 2023, the Company had net sales of $1,075,585 with cost of sales of $311,694 resulting in gross profit of $763,891.
For the three months ended March 31, 2024, the Company paid out distributors’ incentives of $45,403 and had selling, general and administrative expenses of $1,050,129.
Comparatively, for the three months ended March 31, 2023, the Company paid out distributors’ incentives of $177,004 and selling general and administrative expenses of $770,993.
The Company had a loss from operations of $(636,766) and $(184,106) for the three months ended March 31, 2024 and March 31, 2023, respectively. For those same periods, the Company received interest income of $1,200 and $1 and interest expense and financing costs of $(69,240) and $(45,733). As a result, the Company had a net loss of $(704,806) and $(229,838) for the three months ended March 31, 2024 and March 31, 2023, respectively.
Liquidity and Capital Resources
Operating Activities, For the three months ended March 31, 2024, the Company had net loss of $(704,806). During that period, the Company incurred depreciation and amortization of $200,104, issued common shares for returns and services of $193,620, issued warrants for services of $130,716. The Company had a change in operating assets and liabilities consisting of an increase in accounts receivable of $2,762, an increase in inventories of $4,186, a decrease in prepaid expenses and other assets of $(4,466), an increase in accounts payable of $175,681, an increase in accrued expenses and other liabilities of $69,078 and a decrease of deferred revenue of $(34,633). As a result, the Company had net cash provided by operating activities of $38,074 for the three months ended March 31, 2024.
For the three months ended March 31, 2024, the Company had net loss of $(225,044). During that period, the Company incurred depreciation and amortization of $1,193. The Company had a change in operating assets and liabilities consisting of an increase in accounts receivable of $25,558, a decrease in inventories of $(140,156), an increase in prepaid expenses and other assets of $634, an increase in accounts payable of $11,696, a decrease in accrued expenses and other liabilities of $(111,264) and an increase of deferred revenue of $104,554. As a result, the Company had net cash used in operating activities of $(332,829) for the three months ended March 31, 2024.
| 26 |
Investing Activities. For the three months ended March 31, 2024, the Company made purchases of property and equipment of $(558,432) and acquired intangibles of $(18,447,978). As a result, the Company had net cash used in investing activities of $(19,036,410) for the three months ended March 31, 2024.
For the three months ended March 31, 2023, the Company did not pursue any investing activities.
Financing Activities. For the three months ended March 31, 2024, the Company had an increase in SBA loans of $330,716, made note and loan payments of $(91,474), had an increase in note and loan balances of $306,825 and issued common stock in acquisition and merger of $18,441,025. As a result, the Company had net cash provided by financing activities of $18,987,092 for the three months ended March 31, 2024.
For the three months ended March 31, 2023, the Company made note and loan payments of $(173,000), had an increase in note and loan balance of $831 and received proceeds from the issuance of common stock of $337,739. As a result, the Company had net cash provided by financing activities of $165,570.
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.
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.
| 27 |
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Not applicable
Item 4. 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 March 31, 2024. 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 March 31, 2024. 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.
| 28 |
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:
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 March 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 quarter ended March 31, 2024, 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.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 1A. Risk Factors
Not applicable to smaller reporting companies.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
During the three months ended March 31, 2024, the Company issued 4,040,000 common shares and warrants for returns and services to non-affiliates. The shares were valued at $.187 per common share.
During the three months ended March 31, 2024, the Company issued 144,000 common shares to non-affiliated lenders as loan incentives. The shares were valued at $.08.
During the three months ended March 31, 2024, the Company issued 76,800,000 common shares in the acquisition of DocSun Biomedical Holdings Inc. The shares were valued at $.19 per common share.
During the three months ended March 31, 2024, the Company issued (retained) 104,552,804 shares to Findit Inc. shareholders in merger the Findit, Inc.
During the three months ended March 31, 2024, the Company issued 142,400,000 Series A preferred shares converted to common shares upon the merger.
During the three months ended 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.
The above shares were issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, for transactions not involving a public offering.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not Applicable.
Item 5. Other Information
During the quarter ended
March 31, 2024, no director or officer of the Company
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Item 6. Exhibits
| Exhibit No. | Description | |
| 31 | Certification of Chief Executive Officer and Interim Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 32 | Certification of Chief Executive Officer and Interim 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 09/21/2021. | |
| 3.2 | Bylaws, as currently in effect, incorporated by reference to Form S-1 filed on 09/21/2021. | |
| 3.3 | Amended Designation filed with the State of Nevada on 12/30/15, incorporated by reference to Form 10-K for the year ended 12/31/22 filed on 4/4/23. | |
| 3.4 | Certificate of Amendment filed with the State of Nevada on 3/29/16, incorporated by reference to Form 10-K for the year ended 12/31/22 filed on 4/4/23. | |
| 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. |
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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.
/s/ William Resides
By: William Resides
Chief Executive Officer
Date: May 29, 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 | May 29, 2024 |
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