UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Mark One
For the quarterly period ended
For the transition period from to
Commission File No.
(Exact name of registrant as specified in its charter)
| 7374 | ||||
| (State or Other Jurisdiction of | (Primary Standard Industrial | (IRS Employer | ||
| Incorporation or Organization) | Classification Number) | Identification Number) |
(Address of principal executive offices)
Registrant’s telephone number, including
area code:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| None |
Securities registered pursuant to Section 12(g) of the Act: Common stock, par value $0.0001
Indicate by check mark whether the registrant
(1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or
for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| 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 checkmark whether the registrant is
a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐
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Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the practicable date:
| Class | Outstanding as of May 7, 2025 | |
| Common Stock: $0.0001 par value |
TABLE OF CONTENTS
| PART 1 | FINANCIAL INFORMATION | |
| Item 1. | Financial Statements | 4 |
| Condensed Consolidated Balance Sheets (unaudited) | 5 | |
| Condensed Consolidated Statements of Operations (unaudited) | 6 | |
| Condensed Consolidated Statements of Stockholders’ Equity (Deficit) (unaudited) | 7 | |
| Condensed Consolidated Statements of Cash Flows (unaudited) | 8 | |
| Notes to Financial Consolidated Statements (unaudited) | 9 | |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 14 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 19 |
| Item 4. | Controls and Procedures | 19 |
| PART II | OTHER INFORMATION | 20 |
| Item 1. | Legal Proceedings | 20 |
| Item 1A. | Cybersecurity | 20 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 20 |
| Item 3. | Defaults Upon Senior Securities | 20 |
| Item 4. | Mine Safety Disclosures | 20 |
| Item 5. | Other Information | 20 |
| Item 6. | Exhibits | 21 |
| Signatures | 22 |
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
While the information presented in the accompanying financial statements is unaudited, it includes all adjustments which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows for the periods presented in accordance with the accounting principles generally accepted in the United States of America (“US GAAP”). In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. Certain information and footnote disclosures normally included in financial statements prepared in accordance with US GAAP have been condensed or omitted. These financial statements should be read in conjunction with the Company’s December 31, 2024 audited financial statements and notes thereto. Operating results for the three months ended March 31, 2025 are not necessarily indicative of the results that can be expected for the year ending December 31, 2025.
4
BIOSCIENCE HEALTH INNOVATIONS INC (FORMERLY NOWTRANSIT INC.)
CONDENSED CONSOLIDATED BALANCE SHEETS
| March 31, | December 31, | |||||||
| 2025 | 2024 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable, net | ||||||||
| Inventory | ||||||||
| Prepaid expense | ||||||||
| Overpayment to related parties | ||||||||
| Total current assets | ||||||||
| Other Assets | ||||||||
| Intangible assets | ||||||||
| Total Assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||
| Current Liabilities | ||||||||
| Accounts payable | $ | $ | ||||||
| Due to related parties | ||||||||
| Accrued expenses | ||||||||
| Deferred revenue | ||||||||
| Total current liabilities | ||||||||
| STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||
| Preferred stock: $0.0001 par value, 5,000,000 shares authorized | ||||||||
| Series A Convertible Preferred Stock, 1,000,000 designated, | ||||||||
| Common stock: $ | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated earnings (deficit) | ( | ) | ||||||
| Total stockholders’ equity (deficit) | ||||||||
| Total Liabilities and Stockholders’ Equity (Deficit) | $ | $ | ||||||
See accompanying notes to the unaudited condensed consolidated financial statements.
5
BIOSCIENCE HEALTH INNOVATIONS INC (FORMERLY NOWTRANSIT INC.)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| For the Three Months Ended | ||||||||
| March 31, | ||||||||
| 2025 | 2024 | |||||||
| Revenues | $ | $ | ||||||
| Cost of goods sold | ( |
) | ( |
) | ||||
| Gross Profit | ||||||||
| Operating Expenses: | ||||||||
| General and administrative expenses | ||||||||
| Consulting fees | ||||||||
| Total Operating Expenses | ||||||||
| Income (Loss) from Operations | ( |
) | ||||||
| Net Income (Loss) | $ | $ | ( |
) | ||||
| Net income (loss) per common share - basic | $ | $ | ( |
) | ||||
| Net income (loss) per common share - diluted | $ | $ | ( |
) | ||||
| Weighted average common shares outstanding - basic | ||||||||
| Weighted average common shares outstanding - diluted | ||||||||
See accompanying notes to the unaudited condensed consolidated financial statements.
6
BIOSCIENCE HEALTH INNOVATIONS INC (FORMERLY NOWTRANSIT INC.)
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024
(Unaudited)
| Series A Convertible | Additional | |||||||||||||||||||||||||||
| Preferred Stock | Common Stock | Paid-in | Accumulated | |||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Total | ||||||||||||||||||||||
| Balance at December 31, 2023 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Common shares issued for cash | - | - | - | |||||||||||||||||||||||||
| Net loss | - | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance at March 31, 2024 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||
| Net income | - | - | - | - | - | |||||||||||||||||||||||
| Balance at March 31, 2025 | $ | $ | $ | $ | $ | |||||||||||||||||||||||
See accompanying notes to the unaudited condensed consolidated financial statements.
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BIOSCIENCE HEALTH INNOVATIONS INC (FORMERLY NOWTRANSIT INC.)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| For the Three Months Ended | ||||||||
| March 31, | ||||||||
| 2025 | 2024 | |||||||
| Cash Flows From Operating Activities | ||||||||
| Net Income (Loss) | $ | $ | ( | ) | ||||
| Adjustments to reconcile net loss to net cash used in operating activities | - | - | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ||||||||
| Inventory | ( | ) | ( | ) | ||||
| Deferred revenue | ( | ) | ||||||
| Accrued expenses | ||||||||
| Accounts payable | ( | ) | ||||||
| Prepaid expenses | ||||||||
| Net Cash Provided by (Used in) Operating Activities | ( | ) | ||||||
| Cash Flows From Investing Activities | ||||||||
| Purchase of intangible assets | ( | ) | ||||||
| Net Cash Used in Investing Activities | ( | ) | ||||||
| Cash Flows From Financing Activities | ||||||||
| Advances from related parties | ||||||||
| Repayment to related parties | ( | ) | ( | ) | ||||
| Proceeds from the sale of common stock | ||||||||
| Net Cash Provided by Financing Activities | ||||||||
| Net Increase in Cash | ||||||||
| Cash at Beginning of Period | ||||||||
| Cash at End of Period | $ | $ | ||||||
| Supplemental Cash Flow Information: | ||||||||
| Cash paid for interest | $ | $ | ||||||
| Cash paid for income taxes | $ | $ | ||||||
See accompanying notes to the unaudited condensed consolidated financial statements.
8
BIOSCIENCE HEALTH INNOVATIONS INC (FORMALY KNOWN AS NOWTRANSIT INC.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2025
(Unaudited)
Note 1 - Nature of Organization
Nowtransit Inc. (the “Company,” “us,” “we,” “Nowtransit”) was incorporated in the State of Nevada on July 8, 2019, and changed its name to BioScience Health Innovations Inc on February 21, 2025. Through March 10, 2023 we had no operations and had not generated any material revenues since inception. Effective March 10, 2023, we closed on a Share Exchange Agreement with Best 365 Labs Inc. (“Best”), a Nevada corporation, wherein we acquired all of the shares of Best and Best became a wholly owned subsidiary of the Company.
Best was incorporated on October 12, 2021 in the State of Nevada. Best sells clinically-tested, affordably priced products to naturally battle the onslaught of bacteria and viruses through online sales and in various other distribution channels. Presently, the Company is selling Be On-Guard Mouth Spray, Be On-Guard Nasal Spray, Be On-Guard Brain Fog Support, ADHD 365 maximum brain support, EZ Safer Surface Cleaner, NeuroPro Plus a patent pending combination of pharmaceutical grade methylene blue and vitamin C, TBI-365 to elevate your brain health and wellness with pharmaceutical grade methylene blue, glucine, nac and niacinamide and Metabolism+ to enhance your metabolism.
Note 2 - Going Concern
The condensed consolidated financial statements have been prepared on a going concern basis which assumes the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.
As reflected in the condensed consolidated
financial statements, the Company has generated revenues resulting in a net income during the three months ended March 31, 2025, resulting
in accumulated earnings of $
The Company is engaged in full-scale operations and generates sufficient revenue; however, the Company’s cash position may not be sufficient to support the Company’s daily operations long-term. Management intends to raise additional funds by way of a private or public offering. While the Company believes in the viability of its strategy to commence operations and generate sufficient revenue and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate sufficient revenue and its ability to raise additional funds by way of a public or private offering.
9
Note 3 - Summary of Significant Accounting Policies
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”) and with the rules and regulations of the Securities and Exchange Commission, including the instructions to Form 10-Q and Regulation S-X. Certain information and note disclosures normally included in financial statements prepared in accordance with US GAAP, have been condensed or omitted from these statements and should be read in conjunction with our audited financial statements. The financial statements are presented in US dollars and the Company has adopted a December 31 year end.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses. Actual results could differ from those estimates.
Segment Reporting
The Company operates as a single operating and reportable segment as a retailer selling mental health and general wellness products. Our Chief Executive Officer, who serves as our Chief Operating Decision Maker (“CODM”), evaluates the Company’s financial performance and makes resource allocation decisions considering our one geographical area and on a consolidated basis. Accordingly, the CODM considers the revenue, operating expenses, and other income (expenses) of our single operating segment as reported on the statement of operations and considers our current and total assets as recorded on the balance sheet. There are no additional expense or asset information that are supplemental to those disclosed in these condensed consolidated financial statements that are regularly provided to the CODM.
Cash and Cash Equivalents
Cash and cash equivalents include cash on hand, cash in banks and any highly liquid investments with a maturity of three months or less to the extent the funds are not being held for investment purposes. As of March 31, 2025 and December 31, 2024, the Company had no cash equivalents.
The Company maintains four accounts at Wells
Fargo Bank. Accounts at this institution are insured by the Federal Deposit Insurance Corporation up to $
Accounts Receivable and Allowance for Doubtful Accounts
The Company reviews accounts receivable periodically
for collectability and establishes an allowance for doubtful accounts and records bad debt expense when deemed necessary. The Company
records an allowance for doubtful accounts that is based on historical trends, customer knowledge, any known disputes, and considers the
aging of the accounts receivable balances combined with management’s estimate of future potential recoverability. Accounts and receivables
are written off against the allowance after all attempts to collect a receivable have failed. As of March 31, 2025 and December 31, 2024,
the allowance for doubtful accounts was $
Inventory
The Company’s inventory is recognized
in accordance with Accounting Standards Codification (“ASC”) 303. The Company uses the lower of cost (determined using the
first-in, first-out method) or net realizable value for valuing inventories. As of March 31, 2025 and December 31, 2024, the Company had
$
Income Taxes
The provision for income taxes and deferred income taxes are determined using the asset and liability method. Deferred tax assets and liabilities are determined based on temporary differences between the financial carrying amounts and the tax basis of assets and liabilities using enacted tax rates in effect in the years in which the temporary differences are expected to reverse. On a periodic basis, the Company assesses the probability that its net deferred tax assets, if any, will be recovered. If after evaluating all of the positive and negative evidence, a conclusion is made that it is more likely than not that some portion or all of the net deferred tax assets will not be recovered, a valuation allowance is provided by a charge to tax expense to reserve the portion of the deferred tax assets which are not expected to be realized.
10
Revenue Recognition
The Company’s revenue is recognized
in accordance with Accounting Standards Codification 606 and operates in the immune health supplement market. The Company offers products
– Be-OnGuard Nasal Spray used against nasal bacteria, viruses and allergens; Be-OnGuard Mouth Spray used against oral bacteria,
viruses and allergens; and Be-OnGuard EZ Safer Air used against airborne bacteria, viruses and allergens; Be On-Guard Brain Fog Support;
and ADHD 365 maximum strength brain support. The Company’s performance obligation is to deliver product to customers therefore revenue
is recognized once delivery occurs. Customers will remit payment at the time of order placement, therefore payment received by the Company
prior to product delivery is recorded as deferred revenue. As of March 31, 2025 and December 31, 2024 deferred revenue was $
Advertising Costs
Advertising costs are expensed as incurred.
During the three months ended March 31, 2025 and 2024, the Company incurred advertising costs of $
Research and Development
The Company charges research and development
costs to expense when incurred. During the three months ended March 31, 2025 and 2024, the Company incurred $
Intangible Assets
The Company accounts for its intangible assets
in accordance with ASC 350. Costs incurred to renew or extend the term of intangible assets are expensed as incurred. As of the three
months ended March 31, 2025, the Company incurred $
We have several patent applications pending in the U.S. and internationally for our innovative methylithioninium (methylene blue) and mitochondrial health compositions:
Patent Pending Product Overview and Update
U.S. Non-Provisional Patent Application No. 18/931,277 for METHYLTHIONINIUM SALT-CONTAINING COMPOSITIONS AND METHODS, filed on 10/30/2024
International Patent Application No. PCT/US24/53487 for METHYLTHIONINIUM SALT-CONTAINING COMPOSITIONS AND METHODS, filed on 10/30/2024
U.S. Non-Provisional Patent Application No. 18/931,346 for COMPOSITIONS AND METHOD FOR SUPPORTING MITOCHONDRIAL, file on 10/30/2024
International Patent Application No. PCT/US24/53490 for COMPOSITIONS AND METHOD FOR SUPPORTING MITOCHONDRIAL, file on 10/30/2024. Filed on 10/30/2024
U.S. Provisional Patent Application No. 63/712,895 for TREATMENTS USING METHYLTHIONINIUM SALT, SECONDARY PHYSIOLOGICALLY ACTIVE COMPOUND AND PHYSIOLOGICAL THERAPY, filed on 10/28/2024
U.S. Provisional Patent Application No. 63/754,434 for NUTRITIONAL SUPPLEMENT COMPOSITIONS AND METHODS FOR ENHANCING BIOLOGICAL FUNCTIONS, filed on 2/5/2025
All provisional applications were filed with the U.S. Patent and Trademark Office by Thorpe North and Western.
We believe these filings cover multiple potential patents and product opportunities. Leadership is actively exploring partnerships and strategic alliances to maximize value for stakeholders.
All products and methods described remain patent pending as of the date of this filing.
11
Impairment of Long-lived Assets
The Company applies the provisions of ASC 360, where applicable, to all long-lived assets and periodically evaluates the carrying value of long-lived assets to be held and used for impairment. Impairment losses are recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amounts. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair market value of the long-lived assets. Loss on long-lived assets to be disposed of is determined in a similar manner, except that fair market values are reduced for the cost of disposal. When long-lived assets are sold or retired, the related cost and accumulated depreciation or amortization are removed from the accounts and any gain or loss is included in the results of operations. During the three months ended March 31, 2025 and 2024, the Company recorded no impairment expense for their long-lived assets.
Leases
The Company follows the provisions of ASC 842, and records right-of-use (“ROU”) assets and lease obligations for its operating leases, which are initially recognized based on the discounted future lease payments over the term of the lease. If the rate implicit in the Company’s leases is not readily determinable, the Company’s applicable incremental borrowing rate is used in calculating the present value of the sum of the lease payments. The lease term is defined as the non-cancelable period of the lease plus any options to extend or terminate the lease when it is reasonably certain that the Company will exercise the option.
The Company has elected not to recognize ROU asset and lease obligations for its short-term leases, which are defined as leases with an initial term of 12 months or less.
During the three months ended March 31, 2025
and 2024, the Company had a month-to-month rental agreement for their office and inventory space and paid rent expense of $
Net Income (Loss) per Common Share
Net income (loss) per common share is computed
pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing
net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per
common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially dilutive
outstanding shares of common stock during the period to reflect the potential dilution that could occur from common shares issuable through
contingent share arrangements, stock options and warrants. As of March 31, 2025 and 2024 there were dilutive securities of
Recent Accounting Pronouncements
The Company has reviewed all the recent accounting pronouncements issued to date of the issuance of these financial statements and has determined that there have been no standards that had, or will have, a material impact on its consolidated financial statements.
Note 4 - Related Party Transactions
In support of the Company’s efforts and cash requirements, it may rely on advances from related parties until such time that the Company can support its operations or attains adequate financing through sales of its equity or traditional debt financing. Amounts represent advances or amounts paid in satisfaction of liabilities.
During the three months ended March 31,
2025 the Company purchased $
During the three months ended March 31,
2024 the Company purchased $
12
Note 5 - Equity
Common Stock
The
Company has
During the three months ended March 31, 2025, there was no issuances of common stock.
During
the three months ended March 31, 2024, the Company issued
As
of March 31, 2025 and December 31, 2024, the Company had
Preferred Stock
On
October 19, 2021, the Company filed a Certificate of Amendment to its Articles of Incorporation authorizing up to
During
the three months ended March 31, 2025 and 2024 there were no issuances of preferred stock. As of March 31, 2025 and December 31, 2024,
the Company had
Note 6 - Subsequent Events
The Company has evaluated all events that occur after the balance sheet date through May 8, 2025, the date when the financial statements were available to be issued, to determine if they must be reported. Management of the Company determined that there are no material subsequent events to be disclosed other than those described below.
Subsequent
to March 31, 2025, the Company received advances of $
13
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Cautionary Note Regarding Forward Looking Statements
This Report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding our discussions and the anticipated terms of a potential reverse merger pursuant to which we would acquire an operating business, our business plan and our liquidity needs. All statements other than statements of historical facts contained in this Report, including statements regarding our future financial position, liquidity, business strategy and plans and objectives of management for future operations, are forward-looking statements. The words “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “could,” “target,” “potential,” “is likely,” “will,” “expect” and similar expressions, as they relate to us, are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs.
The results anticipated by any or all of these forward-looking statements might not occur. Important factors, uncertainties and risks that may cause actual results to differ materially from these forward-looking statements include those described elsewhere in this Report and in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 under “Item 1A. – Risk Factors.” We undertake no obligation to publicly update or revise any forward-looking statements, whether as the result of new information, future events or otherwise.
Recent Developments
Corporate Name Change
On February 21, 2025, the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Formation with the Secretary of State of Nevada to change the Company’s corporate name to “BioScience Health Innovations Inc.”, with an effective date of February 21, 2025. The name change was approved by the Company’s Board of Directors on February 21, 2025.
Overview
As a leadership team we are optimistic and excited about our opportunities to carve out very profitable positions in the marketplace through our patent-pending Methylene Blue products along with our additional specialty product offerings. The market opportunities we are targeting includes: Dementia and Alzheimer’s disease, ADHD and ADD, Long Covid, General Energy, Traumatic Brain Injury, Mild Cognitive Decline, GLP-1 Weight Loss, Sleep Improvement, Epilepsy and Seizure Reduction and Nasal Health and Allergy.
A trend that we believe is very beneficial and encouraging is the recent growing interest in mitochondria health and the role that mitochondria dysfunction plays in mental health and physical health issues. Methylene Blue and specialty natural options has emerged as valuable foundational health options on these fronts. We believe we are very well positioned and with adequate capital infusion we will be able to capitalize on multiple market opportunities.
14
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Management’s discussion and analysis and results of operations are based upon our accompanying financial statements for the three months ended March 31, 2025, which have been prepared in conformity with U.S. generally accepted accounting principles, or U.S. GAAP, and which requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. Note 3. Summary of Significant Accounting Policies, to the financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q, describes the significant accounting policies and methods used in the preparation of the Company’s financial statements. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances. These estimates are the basis for our judgments about the carrying values of assets and liabilities, which in turn may impact our reported revenue and expenses. Our actual results could differ significantly from these estimates under different assumptions or conditions.
Results Of Operations
THREE MONTHS ENDED MARCH 31, 2025 COMPARED TO MARCH 31, 2024
Our net income for the three months ended March 31, 2025 was $426,798 compared to a net loss of $53,381 during the three months ended March 31, 2024. The Company has generated revenue of $1,227,070 and $277,601 during the three months ended March 31, 2025 and 2024, respectively. The increase in revenue overtime is due to Company growth and increased sales and marketing efforts, which also explains the change from period to period. Expenses incurred were general administrative expenses of $433,561 and consulting expenses of $35,786 during the three months ended March 31, 2025, compared to $278,294 and $9,850 during the three months ended March 31, 2024 and was due to the overall growth of the Company and its operations in conjunction with its increase in revenues.
LIQUIDITY AND CAPITAL RESOURCES
As of March 31, 2025, our total assets were $1,394,959, consisting of cash, accounts receivable, inventory, prepaid expenses, and intangible assets.
Cash Flows from Operating Activities
We have generated positive cash flows from operating activities. For the three months ended March 31, 2025, net cash flows provided in operating activities was $328,309, consisting of our net income of $426,798 offset by changes in operating activities of $98,489. For the three months ended March 31, 2024, net cash flows used in operating activities was $48,040, consisting of our net loss of $53,381 offset by changes in operating activities of $5,341.
Cash Flows from Investing Activities
For the three months ended March 31, 2025, we had net cash used in investing activities of $30,000 in connection with the purchase of intangible assets. For the three months ended March 31, 2024, we had no cash flows used in or provided by investing activities.
Cash Flows from Financing Activities
For the three months ended March 31, 2025, net cash flows provided by financing activities was $67,516, consisting of $589,516 in advances from related parties and offset by repayments to related parties of $522,000. For the three months ended March 31, 2024, net cash flows provided by financing activities was $121,737, consisting of, advances from related parties of $232,837, and $175,000 of cash acquired for selling common stock, offset by repayments to related parties of $286,100.
15
PLAN OF OPERATION AND FUNDING
Currently, the Company is in the process of offering a private placement to accredited investors to raise up to $1,000,000. Once the private placement is complete the Company will begin the process of preparing and filing Form 1-A with the SEC.
The BioScience Health Innovations’ management team plans to focus on gaining traction for its mental health and general wellness products. Best 365 Labs, Inc has filed for a provisional patent on its mental wellness, natural products which is an additional reason we plan to focus and grow this sector of the products. With the Global Mental Health Marketplace currently valued at $383.31 billion annually and with 41 million people holding a prescription for Adderall that the market conditions are idea for us to offer our natural substitute product options (which are also unique).
As a leadership team we are optimistic and excited about our opportunities to carve out very profitable positions in these potential marketplaces, through our patent-pending Methylene Blue products along with our additional specialty product offerings. The market opportunities we are targeting include:
Management Discussion and Analysis
Mitochondrial Health Leadership & GLP-1 Disruption: Addressing Compounding Challenges
BioScience Health Innovations, through its subsidiary Best 365 Labs, is pioneering the convergence of mitochondrial health science and metabolic care.
Mitochondrial Health as Preventive Medicine
We believe mitochondrial health represents the most effective form of preventive medicine, focusing on cellular energy repair and optimization.
Key initiatives include:
| ● | Clinical Validation: Early pre-clinical data, ongoing studies, and customer experiences demonstrate promising outcomes that support our approach to mitochondrial health. |
| ● | Market Education: Simplified messaging, such as “cellular battery repair” analogies, has proven crucial in driving initial customer acquisition. Educating customers about transformative benefits prior to product use enhances engagement and retention. |
| ● | Strategic Partnerships: Co-branded products with TWC (leveraging Dr. Mercola’s audience of over 10M) and Davinci/10X Health provide credibility while validating product quality and cost-effectiveness. |
Patent-Pending Oral GLP-1 Delivery Breakthrough: A Solution for Compounding Challenges
Best 365 Labs has developed a proprietary liquid mineral solution for oral delivery of GLP-1 receptor agonists, Semaglutide and Tirzepatide. This patent-pending formulation contains naturally occurring microdose (0.06%) hydrogen peroxide solutions, which enhance peptide stability, absorption, and efficacy when administered orally.
Why Our Delivery System Is the Solution:
The FDA’s recent decision to restrict compounded versions of GLP-1 drugs due to stabilized supply has created significant challenges for compounding pharmacies and patients seeking affordable alternatives. Our innovative oral delivery system offers a compliant pathway for continued compounding under FDA guidelines by introducing a distinct dosage form that is not “essentially a copy” of existing injectable therapies.
Key benefits include:
| ● | Regulatory Compliance: The liquid mineral solution provides a differentiated dosage form that adheres to FDA requirements for compounded drugs under Section 503A of the FD&C Act. |
| ● | Patient Preference: Non-invasive oral administration addresses patient concerns over injections, improving compliance and accessibility. |
| ● | Market Differentiation: The unique formulation positions our product as a distinct therapeutic option, enabling compounding pharmacies to continue serving patients legally. |
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Strategic Pathways for Commercialization
To maximize scalability and long-term success, we are pursuing dual commercialization strategies:
| 1. | Immediate Compounding Opportunity: Under current FDA guidelines, our oral delivery system can be commercialized through compounding pharmacies as a differentiated product. |
| 2. | FDA Approval via 505(b)(2) Pathway: This pathway accelerates approval for new dosage forms by leveraging existing safety and efficacy data from injectable GLP-1 drugs. Targeting Q2 2026 approval, this strategy ensures broader market access while maintaining compliance. |
Financial & Operational Execution
Capital Strategy & Nasdaq Uplist Roadmap
Management is evaluating a Reverse Stock Split (4:1) to streamline share structure for Nasdaq compliance. Valuation metrics are under review as part of this strategy.
Commercialization & Profitability Safeguards
Our commercialization strategy focuses on maximizing profitability across multiple channels:
| ● | DTC Margins: Achieving 65%+ margins via website subscriptions and packs while leveraging automation and targeted Meta/Google Ads campaigns. Continued growth through Amazon’s reseller agreement with Epic Global provides validation and credibility for expansion. |
| ● | Wholesale Growth: Establishing a baseline floor of $250/month from 2,100 clinics with telehealth upsells to further drive revenue growth. |
| ● | Strategic Partnerships: Co-branded product offerings with DaVinci Medical/10X Health and The Wellness Company (TWC) leverage their established audiences and protocols to enhance mitochondrial health education and outreach. |
Risk Mitigation
Regulatory Compliance:
Proactive FTC/FDA audits published quarterly help preempt enforcement risks while ensuring alignment with regulatory requirements.
Supply Chain Management:
Our supply chain runs through Ageless Holdings LLC, owned by our CEO. While this structure ensures operational control, transparency measures are being determined and evaluated to address perceived/potential conflicts of interest or bottlenecks.
Tariff Uncertainty:
While tariffs have not yet impacted operations, future changes could disrupt supply chains or increase costs—particularly for international partnerships.
IP Monetization & Strategic Growth
IP Portfolio Expansion:
We currently have six pending patents—including oral methylene blue stabilization and catalytic ATP loops—to extend market exclusivity through 2040.
Licensing Opportunities:
Management will evaluate potential protocols and options to expand global reach.
Strategic Acquisitions:
We will evaluate strategic partnerships or acquisitions that align with our vision and provide value to stakeholders.
Leadership & Governance Enhancements
Management is actively working to strengthen leadership by adding two independent directors prior to the planned Nasdaq uplist.
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Key Investor Takeaways
| 1. | Explosive TAM Opportunity: $100B+ GLP-1 market; $1.7B NAD+ market; $210M methylene blue market. |
| 2. | Margin Dominance: 60%+ gross margins via DTC/Amazon/Wholesale blended averages supported by lean operations. |
| 3. | IP Moat: Six pending patents create 5–10 years of exclusivity (oral delivery + catalytic blends). |
| 4. | Execution Track Record: Proven ability to scale through GLP-1 studies, education campaigns, DTC packs/protocols expansion, wholesale accounts (2,100+), DaVinci/10X/TWC validation. |
Conclusion
By merging mitochondrial science with an innovative liquid mineral oral GLP-1 delivery mechanism, BioScience Health Innovations is positioned as a disruptive force in the marketplace. This dual strategy not only addresses regulatory challenges but also offers patients a compliant alternative to injectable therapies while driving sustained growth through strategic partnerships and commercialization efforts. With projected year-over-year revenue growth of 35–50% through 2030, we are confident in our ability to outperform industry peers and deliver long-term value to stakeholders.
OFF-BALANCE SHEET ARRANGEMENTS
We have no 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.
Going Concern
Our business is subject to risks inherent in marketing products in a competitive market as we continue to sell clinically-tested, affordably priced products to naturally battle the onslaught of bacteria and viruses through online sales and in various other distribution channels. Presently, the Company is marketing Be On-Guard Mouth Spray, Be On-Guard Nasal Spray, EZ, Safer Surface Cleaner, Be On-Guard Brain Fog Support and ADHD 365 maximum strength brain support, while also having limited capital resources and expecting possible cost overruns due to price and cost increases in services and products.
As reflected in the condensed consolidated financial statements, the Company has generated revenues resulting in a net income during the three months ended March 31, 2025 resulting in accumulated earnings of $85,715 and is showing total assets in excess of total liabilities as of March 31, 2025. However, in the past the Company has reported losses and cash used in operating activities, and has relied on advances from related parties and proceeds from the sale of stock, therefore has not yet developed a proven track record of profitability. These factors raise substantial doubt about the Company’s ability to continue as a going concern.
The Company is engaged in full-scale operations as a distributor and generates revenue; however, the Company’s cash position may not be sufficient to support the Company’s daily operations long-term. Management intends to raise additional funds by way of a private or public offering. While the Company believes in the viability of its strategy to commence operations and generate sufficient revenue and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate sufficient revenue and its ability to raise additional funds by way of a public or private offering.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not required.
Item 4. Controls and Procedures
Disclosure Controls and Procedures
As of March 31, 2025 (the “Evaluation Date”), the Company’s management evaluated, with participation of its principal executive officer, the effectiveness of the Company’s disclosure controls and procedures, as defined in Rules 13a-15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based on that evaluation, the Company’s principal executive officer concluded that the Company’s disclosure controls and procedures were ineffective as of March 31, 2025.
Management assessed the effectiveness of its internal control over financial reporting as of the Evaluation Date based on criteria for effective internal control over financial reporting described in Internal Control—Integrated Framework issued in 2013 by the Committee of Sponsoring Organizations of the Treadway Commission. The material weaknesses identified during management’s assessment were (i) a lack of sufficient internal accounting resources; (ii) a lack of segregation of duties to ensure adequate review of financial statement preparation, (iii) lack of an independent board of directors or audit committee, and (iv) lack of written documentation of our internal control policies and procedures. In light of these material weaknesses, management has concluded that we did not maintain effective internal control over financial reporting at the Evaluation Date. We plan to rectify these weaknesses by establishing written policies and procedures for our internal control of financial reporting and hiring additional accounting personnel at such time as we raise sufficient capital to do so. There were no changes in controls during the quarter ended March 31, 2025.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.
Item 1A. Cybersecurity
To date, the Company has not identified any cybersecurity incidents which have materially affected, or are reasonably likely to materially affect, the Company’s business strategy, results of operations or financial condition. The Company has not implemented any specific policies with respect to monitoring and managing cybersecurity threats. Moreover, the Company is aware of the evolution of cybersecurity risks and is taking proactive steps by keeping up to date our information systems and educating our personnel about these risks.
The Company recognizes the importance of developing, implementing, and maintaining cybersecurity measures to safeguard its information systems and protect the confidentiality, integrity, and availability of the data. The Company will be looking to adopt cybersecurity processes, technologies and controls to aid in its efforts to assess, prevent, identify and manage such risks.
Item 2. Unregistered Sales Of Equity Securities and Use Of Proceeds
None
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
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Item 6. Exhibits
| * | Certain schedules, appendices and exhibits have been omitted in accordance with Item 601 of Regulation S-K. A copy of any omitted schedule, appendix and/or exhibit will be furnished supplementally to the Staff of the Securities and Exchange Commission upon request. |
| ** | This exhibit is being furnished rather than filed and shall not be deemed incorporated by reference into any filing, in accordance with Item 601 of Regulation S-K. |
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| BioScience Health Innovations Inc. | ||
| Dated: May 8, 2025 | By: | /s/ Darren Lopez |
| Darren Lopez | ||
| Chief Executive Officer | ||
| (Principal Executive Officer) | ||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Name | Title | Date | ||
| /s/ Darren Lopez | Principal Executive Officer and Director | May 8, 2025 | ||
| Darren Lopez |
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