Bioregenx, Inc 10-K for FY2023

Bioregenx, Inc. (BRGX)

10-K 2024-04-12 For: 2023-12-31

Added on April 06, 2026

About this 10-K

Bioregenx, Inc filed this 10-K on April 12, 2024, covering the fiscal year ended December 31, 2023 (FY2023).

Headline figures

Fiscal year ended December 31, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $22.24K; down 47.2% from $42.16K a year earlier
Net loss: $571.17K; compared with a net loss of $78.31K 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 ☐


Part I	Page
Item 1. Business	1
Item 1A. Risk Factors	10
Item 1B. Unresolved staff comments	10
Item 2. Properties	10
Item 3. Legal Proceedings	10
Item 4. Mine Safety Disclosures	10

Part II
Item 5. Market for Company's Common Equity, Related Stockholders Matters and Issuer Purchases of Equity Securities	11
Item 6. Selected Financial Data	12
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations	12
Item 7A. Quantitative and Qualitative Disclosures about Market Risk	14
Item 8. Financial Statements and Supplementary Data	15
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	27
Item 9A. Controls and Procedures	27
Item 9B. Other Information	28

Part III
Item 10. Directors, Executive Officers and Corporate Governance	29
Item 11. Executive Compensation	33
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	34
Item 13. Certain Relationships and Related Transactions, and Director Independence	37
Item 14. Principal Accountant Fees and Services	37

Part IV
Item 15. Exhibits, Financial Statement Schedules	38
Signatures	39

	·	Telehealth and Remote Monitoring: The industry experiences a notable shift towards remote health monitoring and telehealth services, valued at approximately $176 billion.
	·	Preventive Healthcare: Increasing awareness prompts a transition from reactive to proactive healthcare, creating opportunities for innovative solutions.

	·	Leverage existing relationships with the healthcare practitioner community through training, seminars, webinars, and other industry events.
	·	Continue engaging with researchers to perform tests using GlycoCheck™ to link microvascular health to conditions and disease.
	·	Continue engaging with researchers on double-blind placebo studies of Endocalyx Pro™
	·	DocSun AI technology as cutting edge solutions in healthcare, transportation, insurance
	·	Use affiliate marketing programs where the company collaborates with nutritionists and wellness influencers for synergistic formulas.
	·	DOCSUN AI Engine: Engage healthcare influencers and professionals through gig economy channels, highlighting the AI engine's capabilities. Promote the product through webinars and social media campaigns.
	·	TruScan.Ai Integration in the VitalWellness App: Leverage gig economy influencers to showcase the app's convenience and accuracy through personal testimonials and user stories.

	·	Continued sales to academic researchers worldwide for validation of the science
	·	Expand sales to healthcare facilities, diagnostic labs, and emergency room care
	·	Direct-to-consumer sales
	·	Sales through supplement wholesale distribution
	·	Sales through practitioner clinic locations
	·	Partnerships with wellness centers and genetic testing providers for extended accessibility.
	·	B2B sales for the DOCSUN AI Engine to healthcare institutions, facilitated by gig economy influencers.
	·	B2C distribution for the VitalWellness App through online app stores.

	·	Recurring sales on Software as a Service tests performed using GlycoCheck™
	·	Recurring sales from practitioner recommendations, and direct-to-consumer sales, of supplement products
	·	Synergistic supplement product extensions
	·	Enable wholesalers, influencers, to make a profit on sales for their continued engagement

	·	DOCSUN AI Engine positioned as a premium solution for healthcare professionals.
	·	VitalWellness App competitively priced for widespread consumer adoption within gig economy channels.

	·	the usefulness, ease of use, performance, and reliability of our products compared to our competitors;
	·	the size and composition of our user base;
	·	the engagement of our users with our products;
	·	the timing and market acceptance of our products and our tools;
	·	our ability to monetize our products, including our ability to successfully monetize app usage;

	·	Maintain a competitive pricing strategy for the VitalWellness App to encourage widespread adoption.
	·	VitalWellness App competitively priced for widespread consumer adoption within gig economy channels.

Year Ended December 31, 2023	High		Low
3/31/2023	$	0.08	$	0.06
6/30/2023	$	0.06	$	0.06
9/30/2023	$	0.04	$	0.04
12/31/2023	$	0.03	$	0.02

Year Ended December 31, 2022	High		Low
3/31/2022	$	0.02	$	0.02
6/30/2022	$	0.01	$	0.01
9/30/2022	$	0.01	$	0.01
12/31/2022	$	0.06	$	0.02

Report of Independent Registered Public Accounting Firm	16
Balance Sheets as of December 31, 2023 and 2022	17
Statements of Operations for the years ended December 31, 2023 and 2022	18
Statement of Changes in Stockholders’ (Deficit) Equity for the years ended December 31, 2023 and 2022	19
Statements of Cash Flows for years ended December 31, 2023 and 2022	20
Notes to the Financial Statements	21


		December 31, 2023			December 31, 2022
ASSETS
Current Assets:
Cash	$	–		$	676
Total Current Assets		–			676

Non-Current Assets:
Domain Name & Website, net of amortization of $57,441 and $51,509, respectively		31,540			37,473
Investment in Chill N Out Chryotherapy – related party		100			21,000
Total Other Assets		31,640			58,473
Total Assets	$	31,640		$	59,149

LIABILITIES & STOCKHOLDERS' DEFICIT
Current Liabilities:
Accounts Payable and Accrued Expenses	$	28,242		$	19,721
Current Portion Long-Term Debt		200,000			4,189
Loans Payable – Related Party		25,370			40,970
Total Current Liabilities		253,612			64,880

Long-Term Debt		–			195,811

Total Liabilities		253,612			260,691

Stockholders' Deficit:
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, 276,750,406 and 269,745,006 issued and outstanding, respectively		276,750			269,745
Additional Paid in Capital		3,001,149			2,436,513
Accumulated Deficit		(3,509,771	)		(2,917,700	)
Total Stockholders' Deficit		(221,972	)		(201,542	)
Total Liabilities and Stockholders' Deficit	$	31,640		$	59,149


	For the Years Ended December 31,
	2023			2022
Revenues:
Findit Services	$	22,243		$	42,159

Operating Expenses:
Advertising and Marketing Expenses		245			6,043
Amortization Expense		5,932			5,932
Consulting Services		81,600			–
Content Writing		–			21,750
General and Administrative Expense		18,254			27,647
Professional Fees		7,080			27,928
Programming Fees		700			9,735
Web Design and Hosting Expense		18,095			21,432
Total Operating Expenses		131,906			120,467

Loss from Operations		(109,663	)		(78,308	)

Other Expense:
Loss on conversion of debt – related party		(453,232	)		–
Interest Expense		(8,276	)		–
Total Other Expense		(461,508	)		–

Loss Before Provision for Income Tax		(571,171	)		(78,308	)
Provision for Income Tax		–			–
Net Loss		(571,171	)		(78,308	)

Other Comprehensive Loss
Unrealized loss on available-for-sale securities		(20,900	)		(39,000	)
Total Comprehensive Loss	$	(592,071	)	$	(117,308	)

Loss Per Share, Basic and Diluted	$	(0.00	)	$	(0.00	)
Weighted Average Shares Outstanding, Basic and Diluted		276,366,548			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, 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	)
Shares issued for services		1,000,000		1,000		–		–		–		–		80,600		–			81,600
Shares issued for debt and services – related party		6,005,400		6,005		–		–		–		–		484,036		–			490,041
Net Loss		–		–		–		–		–		–		–		(592,071	)		(592,071	)
Balance, December 31, 2023		276,750,406	$	276,750		5,000,000	$	5,000		4,900,000	$	4,900	$	3,001,149	$	(3,509,771	)	$	(221,972	)

Schedule of debt	December 31, 2023			December 31, 2022
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		(200,000	)		(4,189	)
Long term portion	$	–		$	195,811

Provision for income tax	2023			2022
Federal income tax benefit attributable to:
Current Operations	$	(124,000	)	$	(25,000	)
Less: valuation allowance		124,000			25,000
Net provision for Federal income taxes	$	–		$	–

Schedule of deferred tax assets	2023			2022
Deferred tax asset attributable to:
Net operating loss carryover	$	(737,000	)	$	(613,000	)
Less: valuation allowance		737,000			613,000
Net deferred tax asset	$	–		$	–

Name	Age	Position	Term
William Resides	55	Chief Executive Officer, Interim Chief Financial Officer, Director	March 8, 2024 to present
Robert Doran	60	Executive Vice President, Director	March 8, 2024 to present
Gary Hennerberg	67	Secretary, Director	March 8, 2024 to present
Sherri Adams	51	Chief Operating Officer, Director	March 8, 2024 to present
Suzanne Bird	59	Director	March 8, 2024 to present
Jody Walker	64	Director	March 8, 2024 to present
Gary Kiss	44	Director	March 8, 2024 to present
Thomas Powers	68	Director	July 3, 2013 to present

	1.	The Company has no standing audit, nominating and compensation committees of the Board of Directors, or committees performing similar functions. Members of the Board of Directors act in lieu of committees due to its small size. Now that the merger has occurred, the Company will move forward to finalize the required committees.

	2.	The members of the Board who act as nominating committee are not independent, pursuant to the definition of independence of a national securities exchange registered pursuant to section 6(a) of the Act (15 U.S.C. 78f(a).

	3.	The nominating committee has no policy with regard to the consideration of any director candidates recommended by security holders, but the committee will consider director candidates recommended by security holders.

	4.	The basis for the view of the board of directors that it is appropriate for the Company not to have such a policy is that there is no need to adopt a policy for a small company.

	5.	The nominating committee will consider candidates recommended by security holders, and by security holders in submitting such recommendations.

	6.	There are no specific, minimum qualifications that the nominating committee believes must be met by a nominee recommended by security holders except to find anyone willing to serve with a clean background.

	7.	The nominating committee's process for identifying and evaluation of nominees for director, including nominees recommended by security holders, is to find qualified persons willing to serve with a clean backgrounds. There are no differences in the manner in which the nominating committee evaluates nominees for director based on whether the nominee is recommended by a security holder, or found by the board.

Officers and Directors	Title of Class	Amount and Nature of Beneficial Ownership	% of Class	Voting Power %
William R. Resides	Common Stock	20,674,000 - Direct	2.16	2.14
PO Box 21210 Chattanooga, TN 37424		198,061,145 - Indirect (1)	20.70	20.50
	Series A	112 - Direct	2.94	0.03
		1,008 - Indirect	26.53	0.26

Robert Doran	Common Stock	0 - Direct	0	0
1001 Michael Lane, Eagleville PA 19403		73,800,000 - Indirect(2)	7.71	7.64
	Series A	0 - Direct	0	0
		400 - Indirect	10.53	0.10

Sherri Adams(4)	Common Stock	1,000 - Direct	0	0
14816 Surveyor Blvd Addison TX 75001		0 -Indirect	0	0
	Series A	0 - Direct	0	0
		0 - Indirect	0	0

Gary Hennerberg	Common Stock	4,610,000 - Direct	0.48	0.48
5501 Willow Lane Colleyville, TX 76034		0 - Indirect	0	0
	Series A	108 - Direct	2.84	0.03
		0 -Indirect	0	0

Suzanne Bird	Common Stock	416,000 - Direct	0.04	0.04
PO Box 28261 Chattanooga, TN 37424		84,799,264 - Indirect(3)	8.86	8.78
	Series A	0 - Direct	0	0
		432 - Indirect	11.37	0.11

Jody Walker(5)	Common Stock	0 - Direct	0	0
7841 South Garfield Way, Centennial, CO 80122		0 -Indirect	0	0
	Series A	0 - Direct	0	0
		0 - Indirect	0	0

Gary Kiss	Common Stock	9,349,568 - Direct	0.98	0.97
3197 North Fork Left Fork Road, Black Mountain, NC 28711		0 - Indirect	0	0
	Series A	0 - Direct	0	0
		0 - Indirect	0	0

Thomas Powers	Common Stock	6,005,400 - Direct	0.63	0.62
701 N. Pine Street, Elizabeth PA 37643		0 - Indirect	0	0
	Series A	0 - Direct	0	0
		0 - Indirect	0	0

Exhibit No.	Description
31	Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32	Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*	XBRL Instance Document
101.SCH*	XBRL Taxonomy Extension Schema Document
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*	XBRL Taxonomy Extension Label Linkbase Document
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document

	3.1	Articles of Incorporation, as currently in effect, incorporated by reference to Form S-1 filed on March 11, 2021
	3.2	Bylaws, as currently in effect, incorporated by reference to Form S-1 filed on March 11, 2021
	3.3	Amendment to the Certificate of Designation, incorporated by reference to Form 10-K filed on April 4, 2023
	3.4	Certificate of Amendment to Articles of Incorporation, incorporated by reference to Form 10-K filed on April 4, 2023
	3.5	Articles of Merger, incorporated by reference to Form 8-K dated 3/8/24 filed on April 1, 2024
	3.6	Certificate of Amendment filed with the State of Nevada on 3/8/24, incorporated by reference to Form 8-K dated 3/8/24 filed on April 1, 2024
	3.7	Certificate of Designation filed with the State of Nevada on 3/14/24, incorporated by reference to Form 8-K dated 3/8/24 filed on April 1, 2024
	3.8	Certificate of Correction filed with the State of Nevada, incorporated by reference to Form 8-K dated 3/8/24 filed on April 1, 2024
	99.2	Press Release dated March 14, 2024, incorporated by reference to Form 8-K dated 3/8/24 filed on April 1, 2024

/s/William Resides	CEO, Interim CFO, Director	April 11, 2024
/s/Robert Doran	Executive Vice President, Director	April 11, 2024
/s/Sherri Adams	COO/Director	April 11, 2024
/s/Gary Hennerberg	Secretary/Director	April 11, 2024
/s/Suzanne Bird	Director	April 11, 2024
/s/Jody Walker	Director	April 11, 2024
/s/Thomas Powers	Director	April 11, 2024