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 past 90 days. Yes ☐
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 September 18, 2024 was shares of its $0.001 par value common stock.
EXPLANATORY NOTE
On June 10, 2024, BioRegenx, Inc. (the “Company”) engaged Weinberg & Company, P.A. (“Weinberg”) as the Company’s new independent accountant. This amendment no. 2 to quarterly report on Form 10-Q for the period ended March 31, 2024, as filed on May 24, 2024 and subsequently amended on May 28, 2024, includes revised and restated financial statements reviewed by Weinberg for the three months ended March 31, 2024 and 2023.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS AND INFORMATION
This report contains statements reflecting our views about our future performance that constitute “forward-looking statements.”. Statements that constitute forward-looking statements are generally identified through the inclusion of words such as “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,” “may,” “objective,” “potential,” “will” or similar statements or variations of such words and other similar expressions. All statements addressing our future operating performance, and statements addressing events and developments that we expect or anticipate will occur in the future, are forward-looking statements. These forward-looking statements are based on currently available information, operating plans and projections about future events and trends. They inherently involve risks and uncertainties that could cause actual results to differ materially from those predicted in any such forward-looking statement. Investors are cautioned not to place undue reliance on any such forward-looking statements, which speak only as of the date they are made. We undertake no obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise.
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
| 3 |
BIOREGENX, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
| As of March 31, 2024 (As Restated) | As of December 31, 2023 | |||||||
| ASSETS | ||||||||
| Current Assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable | ||||||||
| Inventories, net | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Total Current Assets | ||||||||
| Property and equipment, net | ||||||||
| Intangible assets, provisional, net | ||||||||
| Goodwill, provisional | ||||||||
| Other Assets | ||||||||
| Total Assets | $ | $ | ||||||
| LIABILITIES & STOCKHOLDERS' DEFICIT | ||||||||
| Current Liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Accounts payable – related parties | ||||||||
| Accrued expenses | ||||||||
| Accrued interest - related parties | ||||||||
| Promissory notes payable and loans (including $ | ||||||||
| Promissory notes payable and loans – related parties | ||||||||
| Deferred revenue | ||||||||
| Total current liabilities | ||||||||
| Notes payable | ||||||||
| Total Liabilities | ||||||||
| Stockholders’ Equity (Deficit): | ||||||||
| Common stock, $ par value, shares authorized, issued and outstanding as of March 31, 2024 and as of December 31, 2023 | ||||||||
| Series A preferred stock, non-dividend, 2,500 votes per share, $par value, authorized; issued and outstanding as of March 31, 2024 and December 31, 2023 | ||||||||
| Additional paid-in-capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Accumulated other comprehensive income (loss) | ( | ) | ||||||
| Total Stockholders' Deficit | ( | ) | ||||||
| Total Liabilities and Stockholders' Deficit | $ | $ | ||||||
The accompanying notes are an integral part of these condensed consolidated financial statements
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BIOREGENX, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Unaudited)
| For the Three Months Ended March 31, | ||||||||
| 2024 (As restated) | 2023 | |||||||
| Revenues: | ||||||||
| Gross sales | $ | $ | ||||||
| Returns (including $ | ( | ) | ( | ) | ||||
| Net sales | ||||||||
| Cost of sales | ||||||||
| Gross profit | ||||||||
| Operating Expenses: | ||||||||
| Distributors incentives | ||||||||
| Selling, general and administrative (including equity compensation costs of $ | ||||||||
| Amortization expense | ||||||||
| Total operating expenses | ||||||||
| Loss from Operations | ( | ) | ( | ) | ||||
| Other income (expense): | ||||||||
| Interest income | ||||||||
| Interest expense and financing costs | ( | ) | ( | ) | ||||
| Total other expense | ( | ) | ( | ) | ||||
| Net Loss | $ | ( | ) | $ | ( | ) | ||
| Weighted average common shares outstanding – basic and diluted | ||||||||
| Loss per share – basic and diluted | $ | ) | $ | ) | ||||
| Comprehensive Income: | ||||||||
| Net Loss | $ | ( | ) | $ | ( | ) | ||
| Other comprehensive income (loss) | ||||||||
| Foreign currency translation adjustment | ||||||||
| Other comprehensive loss | $ | ( | ) | $ | ( | ) | ||
The accompanying notes are an integral part of these condensed consolidated financial statements
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BIOREGENX, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT (AS RESTATED)
(Unaudited)
For the three months ended March 31, 2024
| Common Stock | Preferred Stock Series A | Additional Paid-in | Accumulated | Accumulated Other Comprehensive | Total Stockholders’ Equity | |||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Income | (Deficit) | |||||||||||||||||||||||||
| Balance, December 31, 2023 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||
| Issuance of common shares for services | – | |||||||||||||||||||||||||||||||
| Fair value of options issued to officers and directors for services | – | – | ||||||||||||||||||||||||||||||
| Fair value of common shares and warrants issued for refunds | – | |||||||||||||||||||||||||||||||
| Issuance of common shares as loan incentive | – | |||||||||||||||||||||||||||||||
| Issuance of common shares to acquire technology | – | |||||||||||||||||||||||||||||||
| Shares issued (retained by Findit, Inc.’s shareholders in merger with Findit, Inc. | – | |||||||||||||||||||||||||||||||
| Net loss | – | – | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Other Comprehensive Income | – | – | ||||||||||||||||||||||||||||||
| Balance, March 31, 2024, as restated | $ | $ | $ | $ | ( | ) | $ | $ | ||||||||||||||||||||||||
For the three months ended March 31, 2023
| Common Stock | Preferred Stock Series A | Additional Paid-in | Accumulated | Accumulated Other Comprehensive | Total Stockholders’ Equity | |||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Income | (Deficit) | |||||||||||||||||||||||||
| Balance, December 31, 2022 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||
| Issuance of common shares and warrants in private placement | – | |||||||||||||||||||||||||||||||
| Net loss | – | – | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Other Comprehensive Income | – | – | ||||||||||||||||||||||||||||||
| Balance, March 31, 2023 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements
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BIOREGENX, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| For the Three Months Ended March 31, | ||||||||
| 2024 (As Restated) | 2023 | |||||||
| Operating Activities | ||||||||
| Net Loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used by operating activities: | ||||||||
| Depreciation and amortization expense | ||||||||
| Amortization of debt discount | ||||||||
| Fair value of warrants issued to officers and directors | ||||||||
| Fair value of common shares issued for services | ||||||||
| Fair value of warrants issued for refunds | ||||||||
| Change in operating assets and liabilities (net of acquired) | ||||||||
| Accounts receivable | ( | ) | ||||||
| Inventories | ( | ) | ||||||
| Prepaid expenses and other assets | ||||||||
| Accounts payable | ( | ) | ||||||
| Accounts payable – related parties | ( | ) | ( | ) | ||||
| Accrued expenses and other liabilities | ( | ) | ||||||
| Accrued expenses and other liabilities – related parties | ||||||||
| Deferred Revenue | ||||||||
| Net Cash Used in Operating Activities | ( | ) | ( | ) | ||||
| Investing Activities: | ||||||||
| Purchases of property and equipment | ( | ) | ||||||
| Purchase of intangibles | ( | ) | ||||||
| Cash acquired in DocSun transaction | ||||||||
| Net Cash Used in Investing Activities | ( | ) | ||||||
| Financing Activities: | ||||||||
| Note and loan payments | ( | ) | ||||||
| Note and loan payments – related parties | ( | ) | ||||||
| Increase in note and loan balances | ||||||||
| Proceeds from the issuance of common stock | ||||||||
| Net Cash Provided by Financing Activities | ||||||||
| Effect of Exchange Rate Fluctuations | ||||||||
| Net 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: | ||||||||
| Fair value of common stock issued for intangible property and equipment in the acquisition of DocSun Biomedical Holdings Inc. | $ | $ | ||||||
| Fair value of common stock issued upon acquisition of intangible property and goodwill in the merger with Findit, Inc. | ||||||||
| Fair value of common stock and warrants issued for refunds offset to deferred revenue | ||||||||
| Fair value of common stock issued for loan fees offset to loan discounts | ||||||||
| Reclass of deposit to intangibles | ||||||||
| Debt discount upon issuance of notes payable | ||||||||
| Net non-cash activities | $ | $ | ||||||
The accompanying notes are an integral part of these condensed consolidated financial statements
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BIOREGENX, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2024 (RESTATED) AND 2023
NOTE 1—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization and Business
BioRegenx, Inc. (“the Company”) develops and manufactures medical test equipment and high quality, science-based nutritional products. The Company distributes wellness devices. The products are sold nationally through a direct selling channel, to health professionals and research organizations.
On April 6, 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.
On January 8, 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 asset acquisition and the activities of the acquired company are included in the consolidated financial statements starting with the acquisition. Assets and 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 private Nevada corporation was merged into the Company, with the Company being the surviving company.
The Consolidated Financial Statements (the “Financial Statements”) include the accounts and operations of the Company, and its wholly owned 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”).
Basis of Presentation of Unaudited Financial Information
The unaudited condensed consolidated financial statements of the Company for the three months ended March 31, 2024 and 2023 have been prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”) for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Regulation S-K for scaled disclosures for smaller reporting companies. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. However, such information reflects all adjustments (consisting solely of normal recurring adjustments), which are, in the opinion of management, necessary for the fair presentation of the Company’s financial position and results of operations. Results shown for interim periods are not necessarily indicative of the results to be obtained for a full fiscal year. The balance sheet information as of December 31, 2023 was derived from the audited financial statements included in the Company’s financial statements as of and for the years ended December 31, 2023 and 2022 contained in the Company’s Form 8-KA to be filed with the Securities and Exchange Commission (“SEC”), on September 25, 2024. These financial statements should be read in conjunction with that report.
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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. As reflected in the accompanying financial statements, during the quarter ended March 31, 2024, the Company incurred net
loss of $
The continuation of the Company as a going concern is dependent upon its ability to obtain necessary debt or equity financing to continue operations until it begins generating positive cash flow. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing or cause substantial dilution for our stockholders, in case of equity financing.
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.
Those estimates and assumptions include estimates for credit loss reserves for accounts receivable, assumptions used in valuing inventories at net realizable value, assumptions made in purchase price allocations, impairment testing of recorded long-term tangible and intangible assets, the valuation allowance for deferred tax assets, accruals for potential liabilities, and assumptions made in valuing equity instruments issued for services. The Company bases estimates and assumptions on historical experience, when available, and on various factors that it believes to be reasonable under the circumstances. The Company evaluates its estimates and assumptions on an ongoing basis, and its actual results may differ from estimates made under different assumptions or conditions.
Fair value of financial instruments
The Company uses various inputs in determining the fair value of its financial assets and liabilities and measures these assets on a recurring basis. Financial assets recorded at fair value are categorized by the level of subjectivity associated with the inputs used to measure their fair value. Accounting Standards Codification Section 820 defines the following levels of subjectivity associated with the inputs:
Level 1—Quoted prices in active markets for identical assets or liabilities.
Level 2—Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly.
Level 3—Unobservable inputs based on the Company’s assumptions.
The carrying amounts of financial assets and liabilities, such as cash, accounts receivable, inventory, accounts payable, and other payables, approximate their fair values because of the short maturity of these instruments. The carrying values of long-term financing obligations approximate their fair values because interest rates on these obligations are based on prevailing market interest rates.
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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.
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 consist of finished goods and 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
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. 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. As of March 31, 2024 and December 31, 2023, management determined a reserve for uncollectible accounts was not required.
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.
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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.
Management assesses the carrying value of property and equipment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. If there is an indication of impairment, management prepares an estimate of future cash flows expected to result from the use of the asset and its eventual disposition. If these cash flows are less than the carrying amount of the asset, an impairment loss is recognized to write down the asset to its estimated fair value. Management determined there were no indicators of impairment of its property and equipment during the quarter ended March 31, 2024 and the year ended December 31, 2023.
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.
Acquisitions and Business Combinations
The Company allocates the fair value of purchase consideration to the tangible assets acquired, liabilities assumed, and separately identified intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from acquired trademarks and trade names, useful lives, and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, which is the period needed to gather all information necessary to make the purchase price allocation, not to exceed one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings.
Intangible Assets
Intangible assets consist of costs incurred for licensed technology. 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 are 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:
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
The Company through its subsidiaries provides a medical testing machine, consumables for the testing process, wellness devices and nutritional supplements The company requires payment prior to shipping, with only a few exceptions. Sales are also not shipped until payment is received, typically via credit card. Shipping typically occurs in 24 hours of the payment. Sales are recorded. All product orders that are unused and returned within the first 30 days following purchase are refunded at 100% of the sales price.
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Other Revenue
Other sales 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, which is recorded as other sales income.
Gross revenue received consisted of the following product sources:
| 3/31/2024 | 3/31/2023 | |||||||
| Medical Testing | $ | $ | ||||||
| Wellness devices | ||||||||
| Nutritional | ||||||||
| Other Sales | ||||||||
| Total Gross Sales | $ | $ | ||||||
Gross revenue received consisted of the following customer types:
| 3/31/2024 | 3/31/2023 | |||||||
| Medical and Academic | $ | $ | ||||||
| Customers and Direct Sales | ||||||||
| Reseller | ||||||||
| Total Gross Sales | $ | $ | ||||||
Deferred Revenue
The Company as a matter of ordinary
operations allocates 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 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 relating to the unfilled
obligations 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. As of December 31,
2023, the Company recorded deferred revenue of $
Independent Business Partners Incentives
Certain of the company’s products are distributed through a network of Independent Brand Partners (IBPs). IBPs pay an annual membership fee to maintain the IBP status which is a requirement to participate in the compensation plan. IBP incentives expenses include all forms of commissions, and other incentives paid to our IBPs. Commission expense and other amounts payable to IBPs are recorded upon recognition of sale.
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.
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Equity-Based Compensation
The Company periodically issues stock options to employees and non-employees in non-capital raising transactions for services and for financing costs. The Company accounts for such grants issued and vesting based on ASC 718, Compensation-Stock Compensation whereby the value of the award is measured on the date of grant and recognized for employees as compensation expense on the straight-line basis over the vesting period. The Company recognizes the fair value of stock-based compensation within its Statements of Operations with classification depending on the nature of the services rendered.
The fair value of each option or warrant grant is estimated using the Black-Scholes option-pricing model. The Company is a private company and lacks company-specific historical and implied volatility information. Therefore, it estimates its expected stock volatility based on the historical volatility of a publicly traded set of peer companies with characteristics similar to the Company. The expected term of the Company’s stock options has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options. The expected term of
stock options granted to non-employees is equal to the contractual term of the option award. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is zero, based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future.
As of March 8, 2024, the date of the merger, the Company’s common shares were publicly traded on the OTC Markets Group exchange. On the date of merger and for subsequent transactions the fair value of equity instruments are valued with reference to the share price reported on the public exchange. For the period of January 1, 2024 through March 7, 2024 and during the year ended December 31, 2023, common shares of the Company were not publicly traded and the Company estimated the fair value of common stock using an appropriate valuation methodology, in accordance with the framework of the American Institute of Certified Public Accountants’ Technical Practice Aid, Valuation of Privately-Held Company Equity Securities Issued as Compensation. Each valuation methodology includes estimates and assumptions that require the Company’s judgment. These estimates and assumptions include a number of objective and subjective factors, including external market conditions, guideline public company information, the prices at which the Company sold its common stock to third parties in arms’ length transactions, the rights and preferences of securities senior to the Company’s common stock at the time, and the likelihood of achieving a liquidity event such as an initial public offering or sale. Significant changes to the assumptions used in the valuations could result in different fair values of stock options at each valuation date, as applicable.
Advertising
Advertising costs are charged to expense as incurred and are presented as part of the “Selling, general and administrative” line item. Advertising costs incurred during the three months ended March 31, 2024 and 2023 were $11,702 and $42,979, respectively.
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. Research and development costs incurred during the three month ended March 31, 2024 and 2023 were $
We calculate basic net income (loss) per share using the weighted-average number of common stock shares outstanding during the period. For the calculation of diluted net income (loss) per share, we give effect to all the shares of common stock that were outstanding during the period plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued, using the treasury stock method. Potential common shares are excluded from the computation when their effect is anti-dilutive. Dilutive potential shares of common stock consist of incremental shares of common stock issuable upon exercise of stock options and warrants.
For the three months ended March 31, 2024 and 2023, there were no reconciling items related to either the numerator or denominator of the loss per share calculation, as their effect would have been anti-dilutive. securities which may have affected the calculation of diluted earnings per share for the three months ended March 31, 2024 if their effect had been dilutive include outstanding warrants to purchase our common stock and of unvested shares of common stock.
| 13 |
Segments
The Company operates in one segment for the manufacture and distribution of our products. In accordance with the “Segment Reporting” Topic of the ASC, the Company’s chief operating decision maker has been identified as the Chief Executive Officer and President, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers, and the countries in which the entity holds material assets and reports revenue. All material operating units qualify for aggregation under “Segment Reporting” due to their similar customer base and similarities in economic characteristics, nature of products and services, and procurement, manufacturing and distribution processes. Since the Company operates in one segment, all financial information required by “Segment Reporting” can be found in the accompanying financial statements.
Reclassifications
During the current period, the Company reclassified $72,000 of return reserves previously reflected as an offset to accounts receivable at December 31, 2023 to accrued expenses to conform to current period classification.
Recently Issued Accounting Standards
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosure, which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expense categories that are regularly provided to the chief operating decision maker and included in each reported measure of a segment’s profit or loss. The update also requires all annual disclosures about a reportable segment’s profit or loss and assets to be provided in interim periods and for entities with a single reportable segment to provide all the disclosures required by ASC 280, Segment Reporting, including the significant segment expense disclosures. This standard became effective for the Company on January 1. The adoption of this standard should be applied retrospectively to all periods presented in the financial statements. The Company did not have a material impact on its results of operations, financial position or cash flows.
Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the SEC did not or are not believed by management to have a material impact on the Company's present or future financial statements.
NOTE 2—INVENTORIES, NET
Inventories consist of the following:
| Finished Goods: | 3/31/2024 | 3/31/2023 | ||||||
| Medical Testing | $ | $ | ||||||
| Wellness devices | ||||||||
| Nutritional | ||||||||
| Total Finished Goods: | $ | $ | ||||||
Medical testing equipment components were purchased and assembled once orders were received during the financial statement period. The medical testing components are salable separately in the form received. Nutritional inventories are purchased in finished form with labels purchased separately in an amount to support the production run.
NOTE 3—PREPAID EXPENSES AND OTHER CURRENT ASSETS
Prepaid expenses and other current assets consisted of the following:
| 3/31/2024 | 3/31/2023 | |||||||
| Prepaid commissions | $ | $ | ||||||
| Other current assets | ||||||||
| Total | $ | $ | ||||||
| 14 |
NOTE 4 – ACQUISITION OF DOCSUN TECHNOLOGY
On January 8, 2024, the Company
acquired
NOTE 5 – MERGER TRANSACTION WITH FINDIT
Effective March 8, 2024, BioRegenx, Inc, a private Nevada corporation was merged into Findit, Inc. (the “Company”), with Findit, Inc. being the surviving company.
Pursuant
to the merger, all of the issued and outstanding BioRegenx, Inc., a private Nevada corporation, 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 of the Company retired a total of 172,197,602 common shares, as a result the existing shareholders of Findit, retained
shares of common stock valued at $
At the date of the acquisition and as of this Quarterly Report on Form 10-Q, management has not yet finalized its valuation analysis. The fair values of the assets acquired, as set forth below, are considered provisional and subject to adjustment as additional information is obtained through the purchase price measurement period (a period of up to one year from the closing date). Any prospective adjustments would change the fair value allocation as of the acquisition date. The Company is still in the process of reviewing underlying models, assumptions and discount rates used in the valuation of provisional goodwill and intangible assets. The following table summarizes the provisional fair value of the assets acquired and liabilities assumed on the date of acquisition, and is as follows:
| $ Amount | ||||
| Consideration | ||||
| BioRegenx common stock shares | $ | |||
| Recognized amounts of identifiable assets acquired and liabilities assumed (provisional) | ||||
| Intangibles – search engine, domain, website, source code (provisional) | ||||
| Accrued expenses | ( | ) | ||
| Accrued Interest | ( | ) | ||
| Loan payable | ( | ) | ||
| Total identifiable net assets | ||||
| Goodwill, provisional | ||||
| Total | $ | |||
| Acquisition related costs | $ | |||
The proforma results of operations of Findit for the three month period ended March 31, 2023 were not material.
| 15 |
NOTE 6—INTANGIBLES
Identifiable Intangible assets consisted of the following:
| 03/31/2024 | 12/31/2023 | |||||||
| DocSun intangibles (provisional) | $ | $ | ||||||
| Application in progress | ||||||||
| Findit intangibles (provisional) | ||||||||
| Total | ||||||||
| Less accumulated amortization | ( | ) | ||||||
| Net intangible assets | $ | $ | ||||||
The Company acquired non-contact medical diagnostic
technology in its acquisition of DocSun Biomedical Holdings, inc. on January 8, 2024. The Company also acquired identifiable intangible
assets in the reverse merger with Findit, Inc. on March 8, 2024, related to its search engine, website functions and active accounts.
(See Note 11) The Company had capitalized intangible cost at December 31, 2023 that related to the purchase of a licensed technology.
The licensed product was not yet placed in service as on March 31, 2024 and amortization has not been recorded. Amortization of intangible
assets was $
The technology acquired from DocSun is being amortized over five years based on its nature as acquired technology and its expected useful life. The Findit intangibles is being amortized over five years based on its expected useful life.
The Company will perform its indefinite-lived intangible asset impairment test on an annual basis with the initial impairment test after an acquisition completed before the expiration of the next 12 month period.
Amortization will be recorded as follows:
| 2024 | 2025 | 2026 | 2027 | 2028 | Thereafter | |||||||||||||||||||
| DocSun intangibles | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Findit intangibles | ||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
NOTE 7—PROPERTY AND EQUIPMENT
The property and equipment are comprised solely
of computer servers, related equipment and other computer equipment. Estimated useful lives for computer servers and related equipment
is
The property and equipment is presented net of
accumulated depreciation. Depreciation of property and equipment was $
| 16 |
NOTE 8—COMMITMENTS AND CONTINGENCIES
Lease Commitments
The Company leases two office spaces,
its headquarters in Chattanooga Tennessee and a satellite office in Alpine Utah, both are short term leases.
Warrants issuable upon financing
in August 2023, Hitesh Juneja was granted
warrants in an amount to be determined based on the amount of approved equity financing related to his efforts. The grant provided for
warrants equal to ½% of the outstanding shares at the time of the grant. Warrants for the ½% of outstanding shares would
be issued for bringing in $
Company disputes and other claims
The Company is involved in disputes with certain parties, including parties that are former officers and board members and vendors associated with their activities. Such disputes arise from time to time in the ordinary course of conducting business. The disputes including matters involving amounts due to the Company, contract performance standards, and liabilities under contracts or arrangements entered by the prior officers including with parties related to them. 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 assurance cannot be given as to the outcome of these disputes, management does not currently believe that any of these matters, individually or in the aggregate are estimable or probable and is therefore unable to represent whether they would 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.
During the period ended March 31, 2024 the Company
granted shares of its common stock with a fair value of $
During the period the Company granted
options to acquire shares
of its common stock at $
per share with a fair value of $
For stock options granted, the Company estimated the fair value of each stock option at the grant dated using the Black-Scholes option-pricing model with the following assumptions:
| 3/31/2024 | 3/31/2023 | |||||||
| Risk-free interest | ||||||||
| Expected dividend yield | ||||||||
| Expected volatility | ||||||||
| Expected life | yr | yr | ||||||
| 17 |
A summary of the stock warrants outstanding as of March 31, 2024 and December 31, 2023 follows:
Number of Shares | Weighted Average Exercise Price | |||||||
| Outstanding as of December 31, 2022 | $ | |||||||
| Granted | $ | |||||||
| Forfeited | $ | |||||||
| Outstanding as of December 31, 2023 | $ | |||||||
| Granted | $ | |||||||
| Forfeited | $ | |||||||
| Outstanding as of March 31, 2024 | $ | |||||||
| Exercisable at March 31, 2024 | $ | |||||||
Warrants Outstanding and Exercisable at March 31, 2024
| Range of Exercise Price | # of Warrants Outstanding | Weighted Average Remaining (Years) | Weighted Average Exercise Price | |||||||||||
| $ to | $ | |||||||||||||
The Company records compensation costs
for outstanding unvested common shares and warrants over the remaining vesting period on the straight line basis. As of March 31, 2024,
the company had
The outstanding and exercisable warrants had no intrinsic as on March 31, 2024.
NOTE 10—ISSUANCE OF COMMON STOCK
During the period ended March 31, 2023,
the Company issued shares of common stock at prices ranging from $ per share to $ per share, resulting in gross proceeds
to the Company of $
Issuance of common stock and warrants for refunds
In November 2023, the Company offered
to certain customers whose orders had been deferred, the option of accepting shares of common stock or warrants to acquire common stock,
as compensation for the delivery delay. There were shares with a fair value of $
| 18 |
NOTE 11—LOANS
The Company, through certain subsidiaries, financed past activities, in part, with borrowing from private parties, Small Business Administration’s Economic Injury Disaster Loans (EIDL) and related parties.
Loans from unrelated parties are as follows:
| 3/31/2024 | 12/31/2023 | |||||||
| (A) Howard note - In Default | $ | $ | ||||||
| (A) Howard note - In Default | ||||||||
| (B) Goff note - In Default | ||||||||
| (C) Insurance notes | ||||||||
| (D) Alder note | ||||||||
| (D) Genisis Glass note | ||||||||
| (E) EIDL notes ($ | ||||||||
| (F) Other | ||||||||
| Total | ||||||||
| Less current portion | ( | ) | ( | ) | ||||
| Total long term | $ | $ | ||||||
(A) The first Howard note was advanced
on 06/28/2016 and the second on 04/03/2017 to Microvascular Health Solutions, LLC. Both notes had one-year terms and both notes are in
default. The stated interest rate on each note was
(B)
(C)
(D) In January of 2024, the Company
issued two notes for $
| 19 |
(E) EIDL Notes
The principal amount of economic injury
disaster loans (EIDL) issued under the Small Business Administration’s COVID-19 recovery program was $
EIDL Debt Payoff Schedule
The Company has outstanding long-term EIDL debt obligations that will be paid off over the next five years. The following table summarizes the principal payments due in each fiscal year:
| Long-Term Debt Payoff Schedule | Balance at | Principal Payments | 2029 and | |||||||||||||||||||||||||
| 3/31/2024 | 2024 | 2025 | 2026 | 2027 | 2028 | thereafter | ||||||||||||||||||||||
| EIDL loan September 2020 | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| EIDL loan August 2021, in Default | ||||||||||||||||||||||||||||
| EIDL loan September 2022, in Default | ||||||||||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||
(F) The other loan does not have stated terms.
Related Party Loans
BioRegenx and its subsidiaries have financed past activities, in part, with unsecured borrowings from certain related parties. The principal amount of debt from related parties is summarized in the following table:
| Related Party | 3/31/2024 | 12/31/2023 | |||||||
| Libertas Trust | $ | $ | A | ||||||
| Wilshire Holding Trust | A | ||||||||
| Resco Enterprises Trust | A | ||||||||
| Avis Trust | A | ||||||||
| Richard Long | B | ||||||||
| $ | $ | ||||||||
| A | |
| B |
Each of the listed loans indicated with an A are demand loans that have a one-year term and an auto renewal feature. They bear an interest rate of 10% per annum.
The loan indicated with a C, does not have stated terms.
The entire balance of related party loans are recorded as current liabilities.
Total accrued interest on related party debts was $
During the year ended December 31, 2023, the Company made
payments of $
| 20 |
NOTE 12 —RELATED-PARTY TRANSACTIONS
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 per month which is no more than the prevailing rate for the Chattanooga, TN market. Rent paid during the three months ended
March 31, 2024 and 2023 were $
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 the three month periods
ended March 31, 2024 and 2023 were $
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. Mr. Long and Mr. Vink left the Company and have called into
question the status of the distribution agreement by issuing a cancellation notice. There were
Legal Counsel
The Company’s legal counselors
included a member of the board of directors. The board member provided legal services for SEC reporting and general legal matters. Legal
fees paid during three month periods ended March 31, 2024 and 2023 were $-
| 21 |
Accounts Payable – Related Parties
The Company reimburses certain officers for company expenses paid through individual accounts, such as credit cards and other credit accounts, the amounts are as follows:
| Related Party Payables | 3/31/2024 | 12/31/2023 | ||||||
| Due to officers | $ | $ | ||||||
| Due to former officer | ||||||||
| 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
$
Equity Instruments Issued for Service
See Note 9 for discussion of options issued to officers and directors
NOTE 13 – RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS
The financial statements for the three months ended March 31, 2024 and 2023 and the opening balances as of December 31, 2023 have been restated. Subsequent to the original issuance of these financial statements, our management determined the following:
| · | the Company erroneously did not recognize a valuation decreases in recorded assets pursuant to current accounting guidelines. Assets effected included inventory, notes receivable and other current assets. | |
| · | the Company had erroneously capitalized patent filing costs. | |
| · | In addition, the Company is making certain reclassification entries. |
The effects on the previously issued financial statements are as follows:
For periods before January 1, 2024, Management of the Company determined that the following:
[1] An additional reserve for slow moving
inventory of $
[2] The recovery of a note receivable
related to previous commission advances was determined to be doubtful based on the terms of the note and the debtor’s recent commission
history. The balance of $
[3] A valuation adjustment related to
a note receivable, related to an inventory transfer in the amount of $
[4] It was necessary to provide a reserve
for advances made to acquire inventory that would not be recoverable within a reasonable period of time and adjusted the advances in the
amount of $
| 22 |
[5] A financing deposit on a financing
commitment from the PFV Fund I in the amount of $
[6] The Company determined it was necessary
to reverse previously recorded amounts associated with the note payable related to commissions. A reserve set up to reduce the carrying
value of the note was reversed in the amount of $
[7] The Company wrote off capitalized
patent cost to legal fees in the amount of $
[8] The Company granted warrants to
an employee and recorded expense of $123,622 based on calculation of the warrant value based on the Black Scholes method. The Company
became aware the assumptions used in the calculation were erroneous and recalculated the expense to be $. The Company had recorded
paid in capital related to the equity compensation as an increase to warrant paid in capital, this amount has been reclassified to additional
paid in capital. The additional $
[9] The Company issued common stock
or warrants to certain distributors who responded to an offer after the purchase of a medical testing device. Based on calculation of
the warrant value based on the Black Scholes method the value of the warrant was modified and $
For the three months ending March 31, 2024:
[10] Adjustments were required to reverse the effects of the prior year’s entries in the current period.
Certain adjustments in the prior periods had an effect in in the current period and were recorded.
The changes are as follows:
| Reduction to reserved notes receivable | $ | ( | ) | |
| Reduction to commissions reserved note receivable | ( | ) | ||
| Reduction to interest income reserved note receivable | ||||
| Reduction of amortization on assets written off | ||||
| Increase in cost of goods sold due to prepaid inventory | ||||
| Decrease in capitalized patents reversed in prior year | $ | ( | ) |
[11] It was necessary to revalue the equity used in the acquisition and merger based on a third party appraisal. The common share value changed from a range of $ to $ to a common share value of $ per share. The associated depreciation and amortization and transaction expenses were also adjusted to reflect the revised asset valuations.
The changes are as follows:
| Reduction in property and equipment | $ | ( | ) | |
| Reduction in acquired intangibles - Docsun | ( | ) | ||
| Reduction in amortizable intangibles – Findit | ( | ) | ||
| Increase in goodwill – Findit | ||||
| Reduction in amortization expense | ||||
| Reduction in depreciation expense | $ | ( | ) |
| 23 |
The amounts above were recorded as a reduction to assets or paid in capital and the associated adjustment to expense was recorded to the statement of operations.
[12] It was necessary to revalue the equity used for recording
compensation, returns and loan incentives based on a third party appraisal. The fair market value of options issued was changed from a
range of $
The changes related to warrants and shares are as follows:
| Increase in compensation expense | $ | |||
| Increase to discount for loan incentives | ||||
| Discount recognized as interest expense | ||||
| Reduction to expense related to returns | ( | ) | ||
| Effect of warrants on deferred revenue | ( | ) | ||
| Effect of warrants on returns reserve | ||||
| Effect on additional paid in capital | $ |
The amounts above were recorded as a reduction to assets or paid in capital and the associated adjustment to expense was recorded to the statement of operations.
[13] It was necessary to reverse accrued
income and receivables for acquired subsidiary. The Company acquired a contract in its acquisition of DocSun. The contract contained a
provision for a minimum payment of $
[14] It was necessary to accrue or adjust costs received after the close of the period and transaction costs that had been capitalized pending the completion of the transactions that related to the acquisition, merger and operations.
Additional costs are:
| Legal | $ | |||
| Software | ||||
| Transaction costs | $ |
The amounts above were recorded as a reduction to assets or an increase in liabilities and the associated adjustment to expense was recorded to the statement of operations.
[15] It was necessary to adjust deferred
revenue and current assets for activities related to the completion of the sales of medical testing machines. Revenue was reduced and
deferred revenue was increased by $
[16] As a result of the above adjustments and other reclassifications, it was necessary to adjust the Statement of Cash Flows to remove netted items, including non-cash items, and to match classification on the previous financial statements.
[17] The presentation of sales was changed to separately show gross sales, refunds and net sales.
| 24 |
The following table presents the effect of the restatements of the Company’s previously issued balance sheet.
As of March 31, 2024
As Previously Reported | Adjustments before January 1, 2024 | March 31, 2024 Adjustments | Reclassifications | As Restated | Notes | |||||||||||||||||
| Accounts receivable | $ | $ | $ | ( | ) | $ | $ | [13] | ||||||||||||||
| Inventory | ( | ) | [1], [14] | |||||||||||||||||||
| Prepaid expenses and other current assets | ( | ) | ( | ) | [6], [10] | |||||||||||||||||
| ( | ) | ( | ) | [4], [5], [15] | ||||||||||||||||||
| ( | ) | ( | ) | [14] | ||||||||||||||||||
| Notes and receivables | ( | ) | ( | ) | [2], [3], [10] | |||||||||||||||||
| Property and equipment | ( | ) | [11] | |||||||||||||||||||
| [11] | ||||||||||||||||||||||
| Intangible assets, net of Amortization | ( | ) | ( | ) | [7], [11] | |||||||||||||||||
| ( | ) | [11] | ||||||||||||||||||||
| ( | ) | [11] | ||||||||||||||||||||
| ( | ) | [10] | ||||||||||||||||||||
| [10] | ||||||||||||||||||||||
| Goodwill | [11] | |||||||||||||||||||||
| Total Assets | ( | ) | ( | ) | [2]-[14] | |||||||||||||||||
| Account Payable | [14] | |||||||||||||||||||||
| ( | ) | |||||||||||||||||||||
| ( | ) | |||||||||||||||||||||
| ( | ) | |||||||||||||||||||||
| Accounts Payable – related Parties | ||||||||||||||||||||||
| Accrued Expenses | ( | ) | [14] | |||||||||||||||||||
| [14] | ||||||||||||||||||||||
| ( | ) | |||||||||||||||||||||
| Accrued Expenses – related Parties | ||||||||||||||||||||||
| Promissory notes payable and notes | ( | ) | ( | ) | [12] | |||||||||||||||||
| ( | ) | ( | ) | [14] | ||||||||||||||||||
| Promissory notes payable and notes – related parties | ||||||||||||||||||||||
| Deferred Revenue | ( | ) | [9], [12], [14] | |||||||||||||||||||
| Total Liabilities | ( | ) | ||||||||||||||||||||
| Additional paid-in-capital | ( | ) | [8], [11] | |||||||||||||||||||
| [9], [12] | ||||||||||||||||||||||
| [12] | ||||||||||||||||||||||
| [12] | ||||||||||||||||||||||
| Warrant PIC | ( | ) | [9], [10] | |||||||||||||||||||
| Accumulated Deficit | ( | ) | ( | ) | ( | ) | – | ( | ) | [2]-[14] | ||||||||||||
| Total Equity | $ | $ | ( | ) | $ | ( | ) | $ | – | $ | [2]-[14] | |||||||||||
| 25 |
The following table presents the effect of the restatements of the Company’s previously issued income statement:
As of March 31, 2024
As Previously Reported | Adjustments | Reclassifications | As Restated | Notes | ||||||||||||||
| Sales | $ | $ | ( | ) | $ | $ | [13] | |||||||||||
| Gross sales | ( | ) | [15] | |||||||||||||||
| Returns | ( | ) | ( | ) | ||||||||||||||
| Net sales | ( | ) | ||||||||||||||||
| Cost of goods sold | [10] | |||||||||||||||||
| ( | ) | [14] | ||||||||||||||||
| Distributor incentives | [12], [14] | |||||||||||||||||
| Selling, general and administrative expenses | ( | ) | [11] | |||||||||||||||
| (including amortization) | [11] | |||||||||||||||||
| [12] | ||||||||||||||||||
| ( | ) | [10] | ||||||||||||||||
| ( | ) | [12] | ||||||||||||||||
| [14] | ||||||||||||||||||
| Interest income | ( | ) | [10] | |||||||||||||||
| Interest expense and financing costs | [12] | |||||||||||||||||
| ( | ) | [14] | ||||||||||||||||
| Net Loss | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | [10] - [14] | |||||||
The following table presents the effect of the restatements of the Company’s previously issued statement of shareholder deficit:
| Common Stock | Common Stock | Additional Paid- | Additional Paid-in Capital- | Accumulated | Stockholders’ | |||||||||||||||||||||
| Shares | Amount | In Capital | Warrants | Deficit | Deficit | Notes | ||||||||||||||||||||
| Balance, March 31, 2024, as previously reported | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||
| Prior period revisions | – | – | – | ( | ) | ( | ) | [2] - [14] | ||||||||||||||||||
| Restatements | – | – | – | ( | ) | ( | ) | [2] - [14] | ||||||||||||||||||
| Reclassifications | – | – | ( | ) | – | – | ||||||||||||||||||||
| Balance, March 31, 2024, as restated | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||
| 26 |
The following table presents the effect of the restatements of the Company’s previously issued statement of cash flows:
As of March 31, 2024
As Previously Reported | Adjustments | As Adjusted | Reclassifications | As Restated | Notes | |||||||||||||||||
| Net Loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | |||||||||
| Depreciation and amortization | ( | ) | [11] | |||||||||||||||||||
| Fair value of shares and warrants issued for returns and services | ( | ) | [12] | |||||||||||||||||||
| Amortization of debt discount | ||||||||||||||||||||||
| Fair value of warrants for Services (officers& directors) | ||||||||||||||||||||||
| Fair value of shares and warrants issued for services | ||||||||||||||||||||||
| Fair value of shares and warrants issued for returns | ||||||||||||||||||||||
| Issuance of common shares as loan incentives | ( | ) | ||||||||||||||||||||
| Accounts receivable | ( | ) | ( | ) | [13] | |||||||||||||||||
| Prepaid expenses and other assets | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||
| [14] | ||||||||||||||||||||||
| Accounts payable | ( | ) | ( | ) | [14] | |||||||||||||||||
| ( | ) | |||||||||||||||||||||
| Accounts payable – related parties | ( | ) | ( | ) | ||||||||||||||||||
| Accrued expenses | ( | ) | [14] | |||||||||||||||||||
| ( | ) | |||||||||||||||||||||
| Accrued expenses – related parties | ||||||||||||||||||||||
| Deferred Revenue | ( | ) | ( | ) | [9], [12], [14] | |||||||||||||||||
| Purchase of property and equipment | ( | ) | ( | ) | ( | ) | [11] | |||||||||||||||
| Cash acquired in DocSun acquisition | [11] | |||||||||||||||||||||
| Intangible property | ( | ) | ( | ) | [11] | |||||||||||||||||
| ( | ) | [14] | ||||||||||||||||||||
| Increase in SBA loans | ( | ) | ||||||||||||||||||||
| Note and loan payments | ( | ) | ( | ) | ( | ) | ( | ) | [14] | |||||||||||||
| Increase in note and loan balances | ( | ) | [12] | |||||||||||||||||||
| Issuance of common shares in acquisition and merger | ( | ) | ( | ) | [11] | |||||||||||||||||
| ( | ) | |||||||||||||||||||||
| Net effect of currency fluctuation | $ | $ | $ | $ | $ | |||||||||||||||||
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NOTE 14—SUBSEQUENT EVENTS
Subsequent Financing
In May of 2024, a person related to a board member loaned the Company $32,079. The note bears interest at 10% per annum and is due in 12 months.
In June of 2024, the Company began offering convertible notes to sophisticated investors. To date the Company has issued four notes for a total of $130,000. The convertible notes have a stated interest rate of 16%, of which 10% is payable by adding to the principal of the note and 6% is payable in cash, biannually. The notes are convertible into common shares at the option of the noteholder at 0.09 cents per common share. The notes mature 2 years after the note date. The Company has the option to convert the convertible notes in the event of an uplift to a national stock exchange. The conversion price to the Company is the lessor of 0.09 cents or 85% of the price at on the national exchange. For each $5,000 principal of the notes, the Company granted 2,500 warrants to purchase common stock at 0.20 cents pe common share. The warrants expire 2 years after the Company’s shares are listed on an internationally recognized exchange.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The Company was incorporated on December 23, 1998 in the state of Nevada as “Knowledge Networks, Inc.” The Company’s name was changed to “Findit, Inc.” on March 25, 2016. On March 8, 2024, the Company was the surviving corporation in a merger transaction (described below), and, as part of the merger transaction, the Company’s name was changed to “BioRegenx, Inc."
On April 6, 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 the Company. The combination was expected to product synergies between companies with the production activities and the distribution network of the marketing company.
On January 8, 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 asset acquisition and the activities of the acquired assets are included in the consolidated financial statements starting with the acquisition.
Pursuant to Articles of Merger effective March 8, 2024, BioRegenx, Inc., also a Nevada corporation (the “merged entity”), was merged into the Company (“surviving entity”)and the Company adopted and changed its name to the merged entity’s name - “BioRegenx, Inc.” Pursuant to the merger, all of the issued and outstanding, common and preferred shares of the merged entity 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 of the Company retired a total of 172,197,602 common shares. The pre-merger shareholders of the Company retained 104,552,804 shares of common stock. The exchange value of the publicly traded stock that was retained was valued at $7,318,594, based on the trading price of Findit as of the date of the merger.
The Company develops and manufactures medical test equipment and high quality, science-based nutritional products. The Company distributes wellness devices. The products are sold nationally through a direct selling channel, to health professionals and research organizations.
Results of Operations
The following discussion may contain forward-looking statements, and our actual results may differ materially from the results suggested by these forward-looking statements. The Company assumes no obligation to revise or update any forward-looking statements for any reason, except as required by law.
We are a smaller reporting company and have incurred substantial losses in connection with our operations. We will need substantial capital to fund working capital in order to pursue our current plans to develop our business.
The table presented below compare our results of operations for the three months ended March 31, 2024 to the three months ended March 31, 2023, in both dollars and percentages.
| March 31, 2024 (As Restated) | March 31, 2023 | $ Variance
Favorable/ (Unfavorable) | % Variance
Favorable/ (Unfavorable) | |||||||||||||
| Gross sales | $ | 684,949 | $ | 1,103,651 | $ | (418,702 | ) | -38% | ||||||||
| Returns | (135,401 | ) | (28,066 | ) | (107,335 | ) | -382% | |||||||||
| Net sales | 549,548 | 1,075,585 | (526,037 | ) | -49% | |||||||||||
| Cost of sales | 165,390 | 311,694 | 146,304 | 47% | ||||||||||||
| Gross profit | 384,158 | 763,891 | (379,733 | ) | -50% | |||||||||||
| Distributors incentives | 54,658 | 177,004 | (122,346 | ) | -69% | |||||||||||
| Selling, general and administrative (including equity compensation costs of $1,650,802 granted to officers and directors in the period ending March 31, 2024) | 2,911,165 | 770,993 | (2,637,943 | ) | -342% | |||||||||||
| Amortization expense | 497,771 | – | (497,771 | ) | n/a | |||||||||||
| Total operating expenses | 3,463,594 | 947,997 | (2,515,597 | ) | -265% | |||||||||||
| Loss from operations | (3,079,436 | ) | (184,106 | ) | (2,895,330 | ) | -1573% | |||||||||
| Interest income | – | 1 | (1 | ) | -100% | |||||||||||
| Interest expense and financing costs | (73,022 | ) | (45,733 | ) | (27,289 | ) | -60% | |||||||||
| Total other expenses | (73,022 | ) | (45,732 | ) | (27,290 | ) | -60% | |||||||||
| Net loss | $ | (3,152,458 | ) | $ | (229,838 | ) | $ | (2,922,620 | ) | -1272% | ||||||
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For the three months ended March 31, 2024, the Company had gross sales of $684,949 and returns of $(135,401) resulting in net sales of $549,548. Comparatively, for the three months ended March 31, 2023, the Company had gross sales of $1,103,651 and returns of $(28,066) resulting in net sales of $1,075,585. Net sales decreased by 49% and returns increased by 382% for the three months ended March 31, 2024 compared to the three months ended March 31, 2023. The resulting decrease in net sales and increase in returns related to the product issues experienced with the medical testing machine and a resulting equity refund offer by the Company.
Cost of sales were $165,390 resulting in gross profit of $384,158 for the three months ended March 31, 2024. Cost of sales were $311,694 resulting in gross profit of $763,891 for the three months ended March 31, 2023. Cost of goods sold decreased by 47% and gross profit decreased by 50% for the three months ended March 31, 2024 compared to the three months ended March 31, 2023. The resulting decrease related to lower product sales caused by the effects on the distributor base from product issues experienced with the medical testing machine.
For the three months ended March 31, 2024, the Company paid out distributors’ incentives of $54,658 and had selling, general and administrative expenses of $3,408,936 resulting in total operating expenses of $3,463,594. These selling, general and administrative expenses consisted primarily of employee expenses of $1,392,311 and operating expenses of $2,016,625. Operating expenses consisted of advertising and marketing of $11,702, software costs of $25,836, bank and payment charges of $18,176, contract labor of $51,027, legal and accounting of $162,668, professional services of $1,175,675, insurance of $19,648, taxes and licenses of $7,796, postage and freight of $8,519, rent & lease of $11,537, travel of $4,723 and miscellaneous expenses of $519,318. Additionally, the Company had interest expense and financial costs of $73,022 resulting in net loss of $3,152,458 for the three months ended March 31, 2024.
Comparatively, for the three months ended March 31, 2023, the Company paid out distributors’ incentives of $177,004 and had selling general and administrative expenses of $770,993 resulting in total operating expenses of $947,997. These selling, general and administrative expenses consisted primarily of employee expenses of $271,528 and operating expenses of $499,465. Operating expenses consisted of advertising and marketing of $42,979, software costs of $80,781, bank and payment charges of $33,089, contract labor of $18,321, management fees of $56,100, legal and accounting of $90,146 professional services of $35,907, insurance of $6,757, taxes and licenses of $22,190, postage and freight of $809, rent & lease of $10,288, travel of $29,580 and miscellaneous expenses of $72,518. Additionally, the Company had interest income of $1, interest expense and financial costs of $45,733 resulting in net loss of $229,838 for the three months ended March 31, 2023.
Distributor incentives decreased by 69% for the three months ended March 31, 2024 compared to the three months ended March 31, 2023 as a result of the reduction in sales between the periods, Selling, general and administrative expenses, increased by 342% for the three months ended March 31, 2024 compared to the three months ended March 31, 2023, relating to equity compensation granted and increased legal, accounting, professional and miscellaneous cost during the three months ended March 31, 2024.
The Company had a loss from operations of $(3,079,436) 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 $0 and $1 and interest expense and financing costs of $(73,022) and $(45,733). As a result, the Company had a net loss of $(3,152,458) and $(229,838) for the three months ended March 31, 2024 and March 31, 2023, respectively. Loss from operations increased by 1,573% and interest expense increased by 60% for the three months ended March 31, 2024 compared to the three months ended March 31, 2023. The resulting increases related to decreases in net sales and increase in returns related to the product issues experienced with the medical testing machine and a resulting equity refund offer by the Company, equity compensation, and increases in legal, accounting, professional and miscellaneous expenses. Interest expense increased due to higher debt balances during the three months ended March 31, 2024 compared to the three months ended March 31, 2023.
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Liquidity and Capital Resources
Operating Activities. For the three months ended March 31, 2024, the Company had net loss of $(3,152,458). During that period, the Company incurred depreciation and amortization expense of $500,530, amortization of debt discount of $11,228, issued warrants to officers and directors with a fair value of $1,650,282, issued common shares for services with a fair value of f $621,736 and issued warrants for refunds with a fair value of $19,351. The Company had a change in operating assets and liabilities (net of amounts acquired) consisting of a decrease in accounts receivable of $93,406, a decrease in inventories of $4,186, a decrease in prepaid expenses and other assets of $58,363, an increase in accounts payable of $129,162, a decrease in accounts payable - related parties of $(31,915), a decrease in accrued expenses and other liabilities of $(40,764), an increase in accrued expenses and other liabilities -related parties of $29,707 and an increase of deferred revenue of $2,936. As a result, the Company had net cash used in operating activities of $(104,250) for the three months ended March 31, 2024.
Comparatively, for the three months ended March 31, 2023, the Company had net loss of $(229,838). During that period, the Company incurred depreciation and amortization expense of $1,194. The Company had a change in operating assets and liabilities (net of amounts acquired) consisting of an increase in accounts receivable of $(24,442), an increase in inventories of $(140,156), a decrease in prepaid expenses and other assets of $36,250, a decrease in accounts payable of $(116,620), a decrease in accounts payable - related parties of $(9,818), an increase in accrued expenses and other liabilities of $12,480, an increase in accrued expenses and other liabilities -related parties of $29,604 and an increase of deferred revenue of $104,554. As a result, the Company had net cash used in operating activities of $(336,792) for the three months ended March 31, 2024.
Investing Activities. For the three months ended March 31, 2024, the Company made purchases of property and equipment of $(189,390), cash acquired in the DocSun transaction of $1,445 and acquired intangibles of $(2,652). As a result, the Company had net cash used in investing activities of $(190,597) 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 made note and loan payments of $17,438 and had an increase in note and loan balances of $300,000. As a result, the Company had net cash provided by financing activities of $282,562 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), 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 $164,739.
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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The Company financed past activities, in part, with borrowing from, private parties, Small Business Administration’s Economic Injury Disaster Loans (EIDL) and certain related parties. Outstanding debt consists of the following:
Loans from unrelated parties are as follows:
| 3/31/2024 | 12/31/2023 | |||||||
| (A) Howard note - In Default | $ | 50,000 | $ | 50,000 | ||||
| (A) Howard note - In Default | 50,000 | 50,000 | ||||||
| (B) Goff note - In Default | 22,500 | 22,500 | ||||||
| (C) Insurance notes | 16,109 | 32,181 | ||||||
| (D) Alder note | 144,941 | – | ||||||
| (D) Genisis Glass note | 144,941 | – | ||||||
| (E) EIDL notes ($400,000 and $200,000 in default, respectively) | 550,000 | 350,000 | ||||||
| (F) Other | 21,000 | 21,000 | ||||||
| Total | 999,491 | 525,681 | ||||||
| Less current portion | (849,491 | ) | (375,681 | ) | ||||
| Total long term | $ | 150,000 | $ | 150,000 | ||||
(A)The first Howard note was advanced on 06/28/2016 and the second on 04/03/2017 to Microvascular Health Solutions, LLC. Both notes had one-year terms and both notes are in default. The stated interest rate on each note was 2.5% per month, upon default the interest rate increased to 3.5% per month. The notes are secured by the accounts receivable of the borrower. At year end after the default each note contained a provision entitling the lender to 5% ownership in the borrower, a consolidated subsidiary. The Company estimates that if the interest in the subsidiary were converted into its common shares it would represent an equivalent of 29,400,000 common shares, which would only be issuable in lieu of the interest in the subsidiary, if agreed upon by the Company.
(B)The Goff note had a maturity date of February 13th, 2016, the note is in default. The original note advanced $15,000 and called for a payment of $22,500 on the maturity date. The note provides for a 4% interest rate per annum after the maturity date.
(C) Insurance notes are from finance companies that provided short term financing of insurance premiums. The notes require ten installments. The balance will mature at May 3rd, 2024 for the $1,357 and June 1st, 2024 for $14,752.
(D) In January of 2024, the Company issued two notes for $165,000 each, Alder and Genisis Glass. The notes are due in twelve months from the note date or before if the company brings in equity equal to $1,500,000. The funds were designated for the improvement of the technical infrastructure of the newly acquired DocSun Biomedical Holdings, Inc. Each note was issued with a $15,000 original issue discount. Loan fees of $1,000 plus 4,500 common shares with a fair value of $9,990 were paid to each lender. The amounts recorded are net of discounts of $19,376 each consisting of the original discount and fair value of shares issued.
(E) EIDL Notes
The principal amount of economic injury disaster loans (EIDL) issued under the Small Business Administration’s COVID-19 recovery program was $550,000 and $350,000 at March 31, 2024 and December 31, 2023, respectively. At March 31,2024, the long term balance of the EIDL loans was $150,000 and the current balance for delinquent loans was 400,000. The total balance is comprised of three notes made by subsidiaries of the Company, secured by the assets of the Company. One of which was acquired in the merger with Findit, inc. and is in charge off status at the SBA. The Findit EIDL loan and the other $200,000 subsidiary loan are in default and shown as current liabilities. Each loan has a 30-year term and an interest rate of 3.75% per annum. The SBA granted a total of thirty months payment deferment period under the EIDL program for Covid-19 related loans, both EIDL loans qualified for and used the full deferment period. Interest continued to accrue during the deferment period and the deferred amounts will be paid as a balloon payment at the end of the 30 year amortization period. Current payments are being applied against interest accrued. The notes maturity dates are May 17, 2050 for a $150,000 note, July 12, 2051 for a $200,000 subsidiary note and July 17, 2050 for the Findit EIDL loan.
(F) The other loan does not have stated terms.
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Related Party Loans
BioRegenx and its subsidiaries have financed past activities, in part, with unsecured borrowings from certain related parties. The principal amount of debt from related parties is summarized in the following table:
| Related Party | 3/31/2024 | 12/31/2023 | |||||||
| Libertas Trust | $ | 180,000 | $ | 180,000 | A | ||||
| Wilshire Holding Trust | 518,000 | 518,000 | A | ||||||
| Resco Enterprises Trust | 157,747 | 157,747 | A | ||||||
| Avis Trust | 67,606 | 67,606 | A | ||||||
| Richard Long | 39,862 | 39,862 | B | ||||||
| $ | 963,215 | $ | 963,215 | ||||||
A Stockholder and related to current or former officer
B Entity controlled by current officer
Each of the listed loans indicated with an A are demand loans that have a one-year term and an auto renewal feature. They bear an interest rate of 10% per annum.
The entire balance of related party loans are recorded as current liabilities.
Total accrued interest on related party debts was $321,897 at March 31, 2024 and $292,190 at December 31, 2023.
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. As reflected in the accompanying financial statements, during the quarter ended March 31, 2024, the Company incurred a net loss of $,3,152,458, used cash in operations of $104,250 and had a working capital deficit of $2,899,223 as of that date. In addition, $522,500 of notes payable were in default. At March 31, 2024, the Company had cash on hand in the amount of $114,158. As a result, management has concluded that there is substantial doubt about the Company’s ability to continue as a going concern. Our independent registered public accounting firm, in its report on our consolidated financial statements for the year ended December 31, 2023, has also expressed substantial doubt about our ability to continue as a going concern. 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.
The continuation of the Company as a going concern is dependent upon its ability to obtain necessary debt or equity financing to continue operations until it begins generating positive cash flow. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing or cause substantial dilution for our stockholders, in case of equity financing.
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.
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Off-Balance Sheet Arrangements
As of March 31, 2024, and as of the date of this Quarterly Report, 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 of operations, liquidity, capital expenditures or capital resources that are 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 3. Quantitative and Qualitative Disclosures about Market Risk
Not required for smaller reporting company.
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 period ended March 31, 2024. 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.
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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 management concluded we have the following material weaknesses . 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.
Ineffective Control Environment. The Company did not maintain an effective control environment, which is the foundation necessary for effective internal control over financial reporting. Specifically, the Company (i) did not maintain a functioning independent audit committee; (ii) did not have its Board of Directors review and approve significant transactions; (iii) had an insufficient number of personnel appropriately qualified to perform control design, execution and monitoring activities; (iv) had an insufficient number of personnel with an appropriate level of U.S. GAAP knowledge and experience and ongoing training in the application of U.S. GAAP and SEC disclosure requirements commensurate with the Company’s financial reporting requirements; (v) had inadequate segregation of duties consistent with control objectives; and (vi) lack of written documentation of the Company’s key internal control policies and procedures over financial reporting. The Company is required under Section 404 of the Sarbanes-Oxley Act to have written documentation of key internal controls over financial reporting. The Company did not formally document policies and controls to enable management and other personnel to understand and carry out their internal control responsibilities including the lack of closing checklists, budget-to-actual analyses, balance sheet variation analysis, and pro-forma financial statements. Additionally, the Company did not have an adequate process in place to complete its testing and assessment of the design and operating effectiveness of internal control over financial reporting in a timely manner;
Ineffective controls over financial statement close and reporting process. The Company did not maintain effective controls over its financial statement close and reporting process. Specifically, the Company: (i) had insufficient preparation and review procedures for disclosures accompanying the Company’s financial statements; and (ii) did not provide reasonable assurance that accounts were complete and accurate and agreed to detailed support and that reconciliations of accounts were properly performed, reviewed and approved; and
Insufficient segregation of duties in our finance and accounting functions due to limited personnel. We do not have sufficient segregation of duties within accounting functions. During the period ended March 31, 2024, we had limited personnel that performed nearly all aspects of our financial reporting process, including, but not limited to, access to the underlying accounting records and systems, the ability to post and record journal entries and responsibility for the preparation of the financial statements. Due to the fact that these duties were often performed by the same person, this creates a lack of review over the financial reporting process that would likely result in a failure to detect errors in spreadsheets, calculations, or assumptions used to compile the financial statements and related disclosures as filed with the SEC. These control deficiencies could result in a material misstatement to our interim or annual financial statements that would not be prevented or detected.
As of the date of this report, our remediation efforts continue related to each of the material weaknesses that we have identified in our internal control over financial reporting, and additional time and resources will be required in order to fully address these material weaknesses. We have not been able to complete all actions necessary and test the remediated controls in a manner that would enable us to conclude that such controls are effective. We are committed to implementing the necessary controls to remediate the material weaknesses described below as our resources permit. These material weaknesses will not be considered remediated until (1) the new processes are designed, appropriately controlled and implemented for a sufficient period of time and (2) we have sufficient evidence that the new processes and related controls are operating effectively.
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
We are not currently involved in any pending legal proceeding or litigation and, to the best of our knowledge, no governmental authority is contemplating any proceeding to which we are a party or to which any of our properties is subject, which would reasonably be likely to have a material adverse effect on us.
We are involved in disputes with certain parties, including parties that are former officers and board members and vendors associated with their activities. Such disputes arise from time to time in the ordinary course of conducting business. While assurance cannot be given as to the outcome of these disputes, management does not currently believe that any of these matters, individually or in the aggregate are estimable or probable and is therefore unable to represent whether they would have a material adverse effect on the Company’s financial condition, liquidity or results of operations. Refer to Note 8. Commitments and Contingencies – Company Disputes and Other Claims in the Notes to Condensed Consolidated Financial Statements set forth in Part I, Item 1 Financial Statements of this Quarterly Report, for further information.
Item 1A. Risk Factors
Not applicable to smaller reporting companies.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
During the period ended March 31, 2024 the Company granted 7,912,000 shares of its common stock to two consultants for services. One tranche of shares of stock issued had a vesting term of 50% at grant date, 25% on 1st year anniversary date, and the remaining 25% on 2nd year anniversary from grant date.
During the period the Company granted options to acquire 23,575,328 shares of its common stock at $.13 per share to two officers and directors. At grant date 853,328 of the options vested immediately, and 22,720,000 of the options had a vesting term of 50% at grant date, 25% on 1st year anniversary date, and the remaining 25% on 2nd year anniversary from grant date.
During the three months ended March 31, 2024, the Company issued 4,040,000 common shares 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 2,674,192 shares of common stock to non-affiliates at prices ranging from $0.156 per share to $0.188 per share, resulting in gross proceeds to the Company of $337,736.
Issuance of common stock for refunds
In November 2023, the Company offered to certain customers whose orders had been deferred, the option of accepting shares of common stock or warrants to acquire common stock, as compensation for the delivery delay. There were 2,080,000 shares with a fair value of $390,000 and 480,000 options with a fair value of $67,180 issued in 2023 under the offer. In January of 2024, there were 160,000 shares with a fair value of $22,200 and 160,000 options with a fair value of $19,351 issued under the offer. The offer was closed in January 2024. For accounting purposes, the Company considered the fair value of the shares and options issued in the aggregate amount of $22,200 as a reduction to deferred revenue and reduced returns reserves by $19,351 at March 31, 2024.
Share were issued in the above listed transactions in reliance upon exemption from registration for transactions not involving a public offering provided by Rule 506(b) of Regulation D promulgated under the Securities Act of 1933, as amended (the “Act”) or Section 4(a)(2) of the Act . All of the transactions described above were exempt from registration in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended, as a transaction by an issuer not involving a public offering. Each purchaser in these transactions represented his or her intention to acquire these securities for investment only and not with a view to offer or sell, in connection with any distribution of the securities, and appropriate legends were affixed to the share certificates and instruments issued in such transactions.
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Item 3. Defaults Upon Senior Securities
None that is required to be reported under this Item 3
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
There have been no changes to the procedures by which security holders may recommend nominees to the Company’s board of directors.
During the quarter ended March
31, 2024, no director or officer of the Company
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Item 6. Exhibits
The following is a list of the exhibits filed as part of this Form 10-Q. The documents incorporated by reference can be viewed on the SEC’s website at http://www.sec.gov.
| Exhibit No. | Description | |
| 2.1 | Acquisition Agreement dated December 5, 2023 by and among BioRegenx, Inc., DocSun BioMedical Holdings, Inc. and its shareholders | |
| 2.2 | Agreement and Plan of Merger dated December 29, 2022 by and between BioRegenx, Inc. (merged out entity) and Findit, Inc. (the Company) | |
| 3.1 | Articles of Incorporation dated December 23, 1998 (incorporated by reference to Exhibit 3.1 to Registration Statement on Form S-1 filed on as filed March 11, 2021) | |
| 3.2 | Amendment to Certificate of Designation of Series B Convertible Preferred Stock filed December 30, 2015 (incorporated by reference to Exhibit 3.3 to Annual Report on Form 10-K, as filed on April 4, 2023) | |
| 3.3 | Certificate of Amendment to Articles of Incorporation filed with the State of Nevada on March 29, 2016 (incorporated by reference to Exhibit 3.4 to Annual Report on Form 10-K as filed on April 4, 2023) | |
| 3.4 | Certificate of Amendment to Articles of Incorporation filed on March 8, 2024 (incorporated by reference to Exhibit 3.6 to Current Report on Form 8-K dated March 8, 2024, as filed April 1, 2024) | |
| 3.5 | Articles of Merger dated March 8, 2024(incorporated by reference to Exhibit 3.5 to Current Report on Form 8-K dated March 8, 2024, as filed on April 1, 2024) | |
| 3.6 | Certificate of Designation of Series A Preferred Shares filed March 14, 2024 (incorporated by reference to Exhibit 3.7 to Current Report on Form 8-K dated March 8, 2024, as filed on April 1, 2024) | |
| 3.7 | Certificate of Correction dated March 26, 2024 (incorporated by reference to Exhibit 3.8 to Current Report on Form 8-K dated March 8, 2024, as filed on April 1, 2024) | |
| 3.8 | Bylaws (incorporated by reference to Exhibit 3.2 to Registration Statement on Form S-1 filed on as filed March 11, 2021) | |
| 10.1 | Distribution Agreement dated December 1, 2014 by and between MicroVascular Health Solutions, LLC and Glycocheck B.V | |
| 10.2 | Agreement dated May 13, 2015 by and between Vascular Health Sciences, LLC, Theodore C. Skokos, Loan Peak Innovative Holdings, LLC, JD2 Holdings, Inc., Dayid Daniels, Atmadharma, LLC, Bruce Bouche, the Ted and Shannon Skokos Foundation, and Pvsa Investments LLC, on one hand, and Microvascular Health Solutions LLC, Vigorous Health LLC, and Robert Long, on the other hand | |
| 31 | Certification of our Chief Executive Officer and Interim Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 32 | Certification of our Chief Executive Officer and Interim Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 101 | The following materials from BioRegenx, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March, 2024 formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Comprehensive Income, (iii) the Condensed Consolidated Statements of Changes in Stockholders (Deficit), (iv) the Condensed Consolidated Statements of Cash Flows, and (v) Notes to Condensed Consolidated Financial Statements | |
| 104 | The cover page from the BioRegenx, Inc. Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, formatted in Inline XBRL and contained in Exhibit 101 |
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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, Interim Chief Financial Officer
(Principal Executive Officer, Principal Financial and Accounting Officer)
Date: October 9, 2024
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