Bioregenx, Inc 10-K for FY2022

Bioregenx, Inc. (BRGX)

10-K 2023-04-04 For: 2022-12-31

Added on April 06, 2026

About this 10-K

Bioregenx, Inc filed this 10-K on April 4, 2023, covering the fiscal year ended December 31, 2022 (FY2022).

Headline figures

Fiscal year ended December 31, 2022, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $42.16K; down 78.8% from $198.58K a year earlier
Net loss: $78.31K; compared with a net loss of $96.87K a year earlier
Diluted EPS: $0.00; compared with $0.00 a year earlier

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Nevada		30-1912453
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification)

Large accelerated filer ☐		Accelerated filer ☐
Non-accelerated filer ☒		Smaller reporting company ☒
		Emerging growth company ☐

	Page
Part I
Item 1. Business	1
Item 1A. Risk Factors	4
Item 1B. Unresolved Staff Comments	4
Item 2. Properties	4
Item 3. Legal Proceedings	4
Item 4. Mine Safety Disclosures	5

Part II
Item 5. Market for Company's Common Equity, Related Stockholders Matters and Issuer Purchases of Equity Securities	6
Item 6. Selected Financial Data	6
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations	7
Item 7A. Quantitative and Qualitative Disclosures about Market Risk	9
Item 8. Financial Statements and Supplementary Data	10
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	22
Item 9A. Controls and Procedures	22
Item 9B. Other Information	23

Part III
Item 10. Directors, Executive Officers and Corporate Governance	24
Item 11. Executive Compensation	26
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	27
Item 13. Certain Relationships and Related Transactions, and Director Independence	28
Item 14. Principal Accountant Fees and Services	29

Part IV
Item 15. Exhibits, Financial Statement Schedules	30
Signatures	31

Year Ended December 31, 2022	High		Low
3/31/22	$	.0168	$	.0150
6/30/22	$	.0131	$	.0130
9/30/22	$	.0140	$	.0139
12/31/22	$	.0600	$	.0171

Year Ended December 31, 2021	High		Low
3/31/21	$	.1200	$	.1050
6/30/21	$	.0800	$	.0760
9/30/21	$	.0454	$	.0390
12/31/21	$	.0230	$	.0120

Report of Independent Registered Public Accounting Firm	11
Balance Sheets as of December 31, 2022 and 2021	12
Statements of Operations for the years ended December 31, 2022 and 2021	13
Statement of Stockholders’ Equity (Deficit) for the years ended December 31, 2022 and 2021	14
Statements of Cash Flows for years ended December 31, 2022 and 2021	15
Notes to the Financial Statements	16

	December 31, 2022			December 31, 2021
ASSETS
Current Assets:
Cash	$	676		$	24,358
Total Current Assets		676			24,358

Non-Current Assets:
Domain Name & Website, net of amortization of $51,509 and $45,577, respectively		37,473			43,404
Investment in Chill N Out Chryotherapy – related party		21,000			60,000
Total Other Assets		58,473			103,404
Total Assets	$	59,149		$	127,762

LIABILITIES & STOCKHOLDERS' (DEFICIT) EQUITY
Current Liabilities:
Accounts Payable and Accrued Expenses	$	19,721		$	11,996
Current Portion Long-Term Debt		4,189			2,163
Loans Payable – Related Party		40,970			–
Total Current Liabilities		64,880			14,159
Long-Term Debt		195,811			197,837
Total Liabilities		260,691			211,996

Stockholders' (Deficit) Equity:
Preferred Stock, Series A, $0.001 par value, 50,000,000 shares authorized, 5,000,000 shares issued and outstanding		5,000			5,000
Preferred Stock, Series B, $0.001 par value, 5,000,000 shares authorized, 4,900,000 shares issued and outstanding		4,900			4,900
Common Stock, $0.001 par value, 500,000,000 shares authorized, 269,745,006 issued and outstanding		269,745			269,745
Additional Paid in Capital		2,436,513			2,436,513
Accumulated Deficit		(2,917,700	)		(2,800,392	)
Total Stockholders' Deficit		(201,542	)		(84,234	)
Total Liabilities and Stockholders' Deficit	$	59,149		$	127,762


	For the Years Ended December 31,
	2022			2021
Revenues:
Findit Services	$	42,159		$	197,447
Sales of Essential Oils		–			1,137
Total Revenues		42,159			198,584

Cost of Goods Sold:
Purchases of Materials & Supplies		–			554
Total Cost of Goods Sold		–			554

Gross Margin		42,159			198,030

Operating Expenses:
Advertising, Marketing & Press Release Expenses		6,043			7,383
Amortization Expense		5,932			4,449
Consulting Services		–			6,350
Content Writing		21,750			43,100
General and Administrative Expense		27,647			81,115
Professional Fees		27,928			60,231
Programming Fees		9,735			111,270
Web Design and Hosting Expense		21,432			49,250
Total Operating Expenses		120,467			363,148

Loss from Operations		(78,308	)		(165,118	)

Other Income:
Other Income		–			68,245
Total Other Income		–			68,245

Loss Before Provision for Income Tax		(78,308	)		(96,873	)
Provision for Income Tax		–			–
Net Loss		(78,308	)		(96,873	)

Other Comprehensive Loss
Unrealized loss on available-for-sale securities		(39,000	)		(165,000	)
Total Comprehensive Loss	$	(117,308	)	$	(261,873	)

Loss Per Share, Basic and Diluted	$	(0.00	)	$	(0.00	)
Weighted Average Shares Outstanding, Basic and Diluted		269,745,006			269,745,006


	Common Stock				Preferred Stock, Series A				Preferred Stock, Series B				Additional Paid		Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Shares		Amount		in Capital		Deficit			Equity
Balance, December 31, 2020		269,745,006	$	269,745		5,000,000	$	5,000		4,900,000	$	4,900	$	2,436,513	$	(2,538,519	)	$	177,639
Net Loss		–		–		–		–		–		–		–		(261,873	)		(261,873	)
Balance, December 31, 2021		269,745,006		269,745		5,000,000		5,000		4,900,000		4,900		2,436,513		(2,800,392	)		(84,234	)
Net Loss		–		–		–		–		–		–		–		(117,308	)		(117,308	)
Balance, December 31, 2022		269,745,006	$	269,745		5,000,000	$	5,000		4,900,000	$	4,900	$	2,436,513	$	(2,917,700	)	$	(201,542	)


	For the Years Ended December 31,
	2022			2021
Cash Flow from Operating Activities:
Net Loss	$	(117,308	)	$	(261,873	)
Adjustments to Reconcile Net Loss to Net Cash Used by Operating Activities:
Amortization Expense		5,932			4,449
Investment in Chill N Out Cryotherapy – related party		39,000			165,000
Changes in Operating Assets and Liabilities:
Accounts Receivable		–			971
Accounts Payable		7,724			(21,064	)
Deferred Revenue		–			(7,000	)
Net Cash Used by Operating Activities		(64,652	)		(119,517	)

Cash Flows from Investing Activities		–			–

Cash Flows from Financing Activities
Proceeds from long term debt		–			50,000
Proceeds from loans payable – related party		41,670			–
Repayment of loans – related party		(700	)		–
Net Cash Provided by Financing Activities		40,970			50,000

Net Change in Cash		(23,682	)		(69,517	)

Cash at Beginning of Year		24,358			93,875

Cash at End of Year	$	676		$	24,358

Cash Paid During the Year for:
Interest	$	–		$	–
Income Taxes	$	–		$	–

Supplemental non-cash disclosure:
Unrealized loss on available-for-sale securities	$	(39,000	)	$	(165,000	)

Schedule of debt	December 31, 2022			December 31, 2021
SBA Loan – July 20,2020	$	150,000		$	150,000
SBA Loan – July 17,2021		50,000			50,000
Total	$	200,000		$	200,000
Less: current portion		(4,189	)		(2,163	)
Long term portion	$	195,811		$	197,837

Schedule of debt maturity
Year Ended	Amount
December 31, 2023	$	4,449
December 31, 2024		4,619
December 31, 2025		4,795
December 31, 2026		4,978
December 31, 2027		5,168
Thereafter		180,440
Total	$	200,000

Provision for income tax	2022			2021
Federal income tax benefit attributable to:
Current Operations	$	(25,000	)	$	(55,000	)
Less: valuation allowance		25,000			55,000
Net provision for Federal income taxes	$	–		$	–

Schedule of deferred tax assets	2022			2021
Deferred tax asset attributable to:
Net operating loss carryover	$	(613,000	)	$	(588,000	)
Less: valuation allowance		613,000			588,000
Net deferred tax asset	$	–		$	–

Name	Age	Positions and Offices Held

Raymond Firth	44	President and Director
Thomas Powers	68	Chief Executive Officer and Director

Name	Principal Position	Year	Salary $	Bonus $	Awards $	Compensation $	Total $
Raymond Firth	Pres/Director	2022	-	-	-	-	-
		2021	-	-	-	-	-
Thomas Powers	CEO/Director	2022
		2021	-	-	-	-	-

Beneficial Owner and Position	Title of Class	Amount and Nature of Beneficial Ownership	Percent of Class %	Voting Power %
Raymond Firth	Common Stock	98,674,081 Indirect	36.0	0.6
	Preferred A	2,500,000 indirect	50.0	35.6
	Preferred B	2,400,000 indirect	50.0	13.7

Thomas Powers	Common Stock	6,005,400 direct	2.2	0
	Preferred A	0	0	0
	Preferred B	0	0	0

Directors and Officers as a group (2)	Common Stock	104,679,481 indirect	38.2	0.6
	Preferred A	2,500,000 indirect	50.0	35.6
	Preferred B	2,400,000 indirect	50.0	13.7

Other 5% Shareholders
Firth Family Trust (1)	Common Stock	98,674,081 Direct	36.0	0.6
	Preferred A	2,500,000 Direct	50.0	35.4
	Preferred B	2,400,000 Direct	50.0	13.6

HVA Family Trust (2)	Common Stock	98,674,082 Direct	37.0	0.6
	Preferred A	2,500,000	50.0	35.4
	Preferred B	2,450,000	50.0	13.9

Exhibit No.		Description
3.3		Amended Designation filed with the State of Nevada on 12/30/15
3.4		Certificate of Amendment filed with the State of Nevada on 3/29/16
31.1		Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2		Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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101.SCH*		XBRL Taxonomy Extension Schema Document
101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document

	3.1	Articles of Incorporation, as currently in effect, incorporated by reference to Form S-1 filed on 03/11/2021.
	3.2	Bylaws, as currently in effect, incorporated by reference to Form S-1 filed on 03/11/2021.
	101	Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)