Form 10-Q - Quarterly report [Sections 13 or 15(d)]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: June 30, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________ to _____________

Commission file number: 000-56345

BIOREGENX, INC.

(Exact name of Company in its charter)

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

7407 Ziegler Road

Chattanooga, TN 37421

(Address of principal executive offices, including zip code)

Registrant's Telephone number, including area code: (866) 770-4067

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.001 par value

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 ☒ No ☐

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 ☐ No ☒

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 ☐
Non-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 956,530,100 shares of its $0.001 par value common stock.

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 “aim,” “anticipate,” “expect,” “intend,” “may,” “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.

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

BIOREGENX, INC AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS


	As of June 30, 2024			As of December 31, 2023
	(Unaudited)
ASSETS
Current Assets:
Cash and cash equivalents	$	57,395		$	125,402
Accounts receivable		10,943			104,581
Inventories, net		143,924			217,529
Prepaid expenses and other current assets		113,815			205,152
Total current assets		326,077			652,664
Property and equipment, net		225,493			13,723
Intangible assets, provisional, net		10,233,776			49,363
Goodwill, provisional		7,105,522			–
Other assets		–			150,000
TOTAL ASSETS	$	17,890,868		$	865,750

LIABILITIES AND STOCKHOLDERS' EQUITY/(DEFICIT)
Current Liabilities:
Accounts payable	$	431,810		$	241,695
Accounts payable - related parties		196,517			213,516
Accrued expenses		398,058			346,677
Accrued interest - related party		351,603			292,190
Notes payable and loans (including $522,500 and $322,500 in default)		850,813			375,681
Notes payable and loans - related parties		995,294			963,215
Deferred revenue		195,938			354,203
Total current liabilities		3,420,033			2,787,177
Notes payable and loans, net of current		249,599			150,000
TOTAL LIABILITIES		3,669,632			2,937,177

Stockholders’ Equity/(Deficit):
Common stock, $0.001 par value; 1,500,000,000 shares authorized; 956,530,100 issued and outstanding as of June 30, 2024 and 770,833,296 as of December 31, 2023		956,530			770,833
Series A preferred stock, non-dividend, 2,500 votes per share, $0.001 par value, 50,000,000 authorized; issued and outstanding 3,800		4			4
Additional paid-in capital		30,040,648			9,676,656
Accumulated deficit		(16,776,564	)		(12,517,978	)
Accumulated other comprehensive income (loss)		618			(942	)
TOTAL STOCKHOLDERS' EQUITY/(DEFICIT)		14,221,236			(2,071,427	)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY/(DEFICIT)	$	17,890,868		$	865,750

The accompanying notes are an integral part of these condensed consolidated financial statements

BIOREGENX, INC AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(unaudited)


	For the Three Months Ended						For the Six Months Ended
	June 30, 2024			June 30, 2023			June 30, 2024			June 30, 2023
Revenues:
Gross sales	$	857,534		$	882,788		$	1,542,483		$	1,986,438
Returns		(123,502	)		(19,510	)		(258,903	)		(47,576	)
Net sales		734,032			863,278			1,283,580			1,938,862
Cost of sales		264,154			264,967			429,544			576,661
Gross profit		469,878			598,311			854,036			1,362,201
Operating expenses:
Distributors incentives		112,588			142,596			167,246			319,600
Selling, general and administrative		834,998			1,000,334			3,746,163			1,771,326
Amortization expense		562,089			–			1,059,860			–
Total operating expenses		1,509,675			1,142,930			4,973,269			2,090,926
Loss from operations		(1,039,797	)		(544,619	)		(4,119,233	)		(728,725	)

Other income (expense):
Interest income		–			1			–			2
Interest expense and financing costs		(66,331	)		(49,843	)		(139,353	)		(95,576	)
Total other expenses		(66,331	)		(49,842	)		(139,353	)		(95,574	)
Net loss	$	(1,106,128	)	$	(594,461	)	$	(4,258,586	)	$	(824,299	)

Weighted average common shares outstanding - basic and diluted		956,530,100			764,300,475			956,530,100			762,007,141
Loss per share - basic and diluted		(0.00	)		(0.00	)		(0.00	)		(0.00	)

Comprehensive Income:
Net Loss	$	(1,106,128	)	$	(594,461	)	$	(4,258,586	)	$	(824,299	)
Other comprehensive income (loss)
Foreign currency translation adjustment		518			14,938			1,560			19,732
Other comprehensive loss	$	(1,105,610	)	$	(579,523	)	$	(4,257,026	)	$	(804,567	)

The accompanying notes are an integral part of these condensed consolidated financial statements.

BIOREGENX, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

(unaudited)


For the six months ended June 30, 2023	Common Stock				Preferred Stock				Additional Paid-in		Accumulated			Accumulated Other Comprehensive			Total Stockholders' Equity
	Shares		Amount		Shares		Amount		Capital		Deficit			Income			(Deficit)
Balance, December 31, 2022		759,713,808	$	759,714		3,800	$	4	$	5,649,972	$	(8,917,896	)	$	(19,732	)	$	(2,527,938	)
Issuance of common shares and warrants in private placement		9,554,192		9,554		–		–		742,289		–			–			751,843
Net loss		–		–		–		–		–		(824,299	)		–			(824,299	)
Other comprehensive income		–		–		–		–		–		–			19,732			19,732
Balance, June 30, 2023		769,268,000	$	769,268		3,800	$	4	$	6,392,261	$	(9,742,195	)	$	–		$	(2,580,662	)

For the six months ended June 30, 2024	Common Stock				Preferred Stock				Additional Paid-in		Accumulated			Accumulated Other Comprehensive			Total Stockholders' Equity
	Shares		Amount		Shares		Amount		Capital		Deficit			Income			(Deficit)
Balance, December 31, 2023		770,833,296	$	770,833		3,800	$	4	$	9,676,656	$	(12,517,978	)	$	(942	)	$	(2,071,427	)
Issuance of common shares for services		4,040,000		4,040		–		–		685,529		–			–			689,569
Fair value of options issued to officers and directors for services		–		–		–		–		1,823,136		–			–			1,823,136
Fair value of common shares and warrants issued for refunds		160,000		160		–		–		41,391		–			–			41,551
Issuance of common shares and warrants as loan incentive		144,000		144		–		–		20,695		–			–			20,839
Issuance of common shares to acquire technology		76,800,000		76,800		–		–		10,579,200		–			–			10,656,000
Shares issued (retained) by Findit Inc's shareholders in merger with Findit, Inc.		104,552,804		104,553		–		–		7,214,041		–			–			7,318,594
Net loss		–		–		–		–		–		(4,258,586	)		–			(4,258,586	)
Other comprehensive income		–		–		–		–		–		–			1,560			1,560
Balance, June 30, 2024		956,530,100	$	956,530		3,800	$	4	$	30,040,648	$	(16,776,564	)	$	618		$	14,221,236

BIOREGENX, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

(unaudited)

(CONTINUED)


For the three months ended June 30, 2023	Common Stock				Preferred Stock				Additional Paid-in		Accumulated			Accumulated Other Comprehensive			Total Stockholders' Equity
	Shares		Amount		Shares		Amount		Capital		Deficit			Income			(Deficit)
Balance, April 1, 2023		762,388,000	$	762,388		3,800	$	4	$	5,985,034	$	(9,147,734	)	$	(14,938	)		(2,415,246	)
Issuance of common shares and warrants in private placement		6,880,000		6,880		–		–		407,227		–			–			414,107
Net loss		–		–		–		–		–		(594,461	)		–			(594,461	)
Other comprehensive income		–		–		–		–		–		–			14,938			14,938
Balance, June 30, 2023		769,268,000	$	769,268		3,800	$	4	$	6,392,261	$	(9,742,195	)	$	–		$	(2,580,662	)

For the three months ended June 30, 2024	Common Stock				Preferred Stock				Additional Paid-in		Accumulated			Accumulated Other Comprehensive		Total Stockholders' Equity
	Shares		Amount		Shares		Amount		Capital		Deficit			Income		(Deficit)
Balance, April 1, 2024		956,530,100	$	956,530		3,800	$	4	$	29,799,102	$	(15,670,436	)	$	99	$	15,085,299
Issuance of common shares for services		–		–		–		–		67,833		–			–		67,833
Fair value of options issued to officers and directors for services		–		–		–		–		172,854		–			–		172,854
Issuance of common shares and warrants as loan incentive		–		–		–		–		859		–			–		859
Net loss		–		–		–		–		–		(1,106,128	)		–		(1,106,128	)
Other comprehensive income		–		–		–		–		–		–			519		519
Balance, June 30, 2024		956,530,100	$	956,530		3,800	$	4	$	30,040,648	$	(16,776,564	)	$	618	$	14,221,236

The accompanying notes are an integral part of these condensed consolidated financial statements.

BIOREGENX, INC AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)


	For the Six Months Ended
	June 30, 2024			June 30, 2023
OPERATING ACTIVITIES:
Net loss	$	(4,258,586	)	$	(824,299	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		1,070,261			2,387
Amortization of debt discounts		24,801			–
Fair value of options issued to officers and directors for services		1,823,136			–
Fair value of common shares issued for services		689,569			–
Fair value of warrants issued for refunds		19,351			–
Change in operating assets and liabilities (net of amounts acquired):
Accounts receivable		93,638			2,884
Inventories		73,605			(76,833	)
Prepaid expenses and other assets		91,337			(51,680	)
Accounts payable		190,115			(387,333	)
Accounts payable - related parties		(16,999	)		(62,949	)
Accrued expenses and other liabilities		(5,167	)		124,528
Accrued expenses and other liabilities - related parties		59,413			59,310
Deferred Revenue		(136,065	)		228,032
Net cash used in operating activities		(281,591	)		(985,953	)

INVESTING ACTIVITIES:
Purchases of property and equipment		(189,390	)		–
Purchases of Intangibles		(2,652	)		–
Cash acquired in DocSun transaction		1,445			–
Net cash used in investing activities		(190,597	)		–

FINANCING ACTIVITIES:
Note and loan payments		(29,458	)		(177,000	)
Increase in note and loan balances		400,000			–
Increase in note and loan balances - related parties		32,079			–
Proceeds from the issuance of common stock		–			751,844
Net cash provided by financing activities		402,621			574,844

NET EFFECT OF EXCHANGE RATE FLUCTUATIONS		1,560			19,732
NET DECREASE IN CASH AND CASH EQUIVALENTS		(68,007	)		(391,377	)
CASH AND CASH EQUIVALENTS, BEGINNING BALANCE		125,402			616,696
CASH AND CASH EQUIVALENTS, ENDING BALANCE	$	57,395		$	225,319

CASH PAID FOR:
Interest	$	36,621		$	53,814
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.	$	10,656,000		$	–
Fair value of common stock issued upon acquisition of intangible property and goodwill in the merger with Findit, Inc.	$	7,318,594		$	–
Fair value of common stock and warrants issued for refunds offset to deferred revenue	$	22,200		$	–
Fair value of common stock and warrants issued for loan fees offset to loan discounts	$	20,839		$	–
Reclass of deposits to intangibles	$	150,000		$	–
Debt discount upon issuance of notes payable	$	30,000		$	–

The accompanying notes are an integral part of these condensed consolidated financial statements.

BIOREGENX, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023

NOTE 1—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and Business

The Company, BioRegenx, Inc., 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 Nevada corporation was merged into the Registrant (Findit, Inc), with the Registrant being the surviving company.

Pursuant to the merger, all of the issued and outstanding BioRegenx, Inc., a Nevada corporation, common and preferred shares were exchanged for 851,977,296 common shares and 3,800 Series A preferred shares of the Registrant which represented 90.0% of the voting securities of the Registrant. Concurrently, holder(s) of the Registrant’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 Registrant. Simultaneously, the majority shareholders retired a total of 172,197,602 common shares. As a result of the merger, the former shareholders of Findit retained 104,552,804 shares of common stock. The exchange value of Registrant’s stock that was retained was valued at $7,318,594, based on the trading price of Registrant as of the date of the Merger. Due to the change in control the accounting acquirer in the merger is BioRegenx, Inc., a Nevada Corporation the Financial Accounting Standards Board’s Accounting Standard Codification (ASC) Topic 805. This acquired company (Registrant) is accounted for as an acquisition and the activities of the acquired company are included in the consolidated financial statements starting with the acquisition. Assets are liabilities are reported at the purchase price allocated to the relative fair market value. The financial information reported before the merger date is that of the accounting acquirer, with adjustments to capital accounts and share amounts to reflect the surviving company’s legal capital structure. The name of the Registrant was changed to BioRegenx, Inc. (The Company).

Commensurate with the Merger, the Company effected a 16 for 1 split of its common shares. All share and per share amounts have been retro actively restated as if the reverse occurred as of the earliest period presented.

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 and six months ended June 30, 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 filed with the Securities and Exchange Commission, or the Securities and Exchange Commission (“SEC”), on October 9, 2024. These financial statements should be read in conjunction with that report.

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, for the six months ended June 30, 2024, the Company incurred a net loss of $4,258,586, used cash in operations of $281,591 and had a working capital deficit of $3,093,956 as of that date. At June 30, 2024, the Company had cash on hand in the amount of $57,395. In addition, notes payable of $522,500 are in default. 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.

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, impairment testing of recorded long-term tangible and intangible assets, the valuation allowance for deferred tax assets, accruals for potential liabilities, assumptions made in purchase price allocations, and assumptions made in valuing equity instruments issued for services and acquisitions. 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.

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 June 30, 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.

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 June 30, 2024, and the year 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.

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:


	For the three months ended
	06/30/2024		6/30/2023
Medical testing	$	338,319	$	165,486
Wellness devices		107,961		132,118
Nutritional		408,815		583,358
Other sales		2,439		1,826
Total Gross Sales	$	857,534	$	882,788

	For the six months ended
	06/30/2024		6/30/2023
Medical testing	$	498,964	$	319,686
Wellness devices		166,348		519,811
Nutritional		870,055		1,131,096
Other sales		7,116		15,845
Total Gross Sales	$	1,542,483	$	1,986,438

Gross revenue received consisted of the following customer types:


	For the three months ended
	6/30/2024		6/30/2023
Medical and Academic	$	459,962	$	301,019
Customers and Direct Sales		397,572		527,235
Reseller		–		54,534
Total Gross Sales	$	857,534	$	882,788

	For the six months ended
	6/30/2024		6/30/2023
Medical and Academic	$	773,511	$	604,672
Customers and Direct Sales		706,026		1,287,346
Reseller		62,946		94,420
Total Gross Sales	$	1,542,483	$	1,986,438

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 of $65,166 were recorded. In 2023, the remaining components shipped resulting in the recognition of $65,166 of revenue. 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 $354,203, which was net of $193,811 related to the fair value of equity instruments issued for refunds. For six months ended June 30, 2024, the functional components and all other items in certain of the testing machine packages were shipped resulting in the recognition of revenue of $330,645, which was offset by $236,684 relating to fair value of equity instruments issued for refunds. As of June 30, 2024, the Company had deferred revenue of $195,938, which was mostly related to funds received from customers in advance of shipment.

Independent Business Partners Incentives

Certain of the company’s products are distributed through a network of Independent Brand Partners (IBP). 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 Independent Business Partners (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.

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^th, 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 June 30, 2024 and 2023 were $16,377 and $42,979, respectively. However, advertising costs incurred during the six months ended June 30, 2024 and 2023 were $28,079 and $92,086 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 June 30, 2024 and 2023 were $7,500 and $80,781, respectively. Research and development costs incurred during the six months ended June 30, 2024 and 2023 were $35,809 and $175,072, respectively.

Net Income (Loss) per Share

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 six months ended June 30, 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 six months ended June 30, 2024 if their effect had been dilutive include 47,117,344 outstanding options and warrants to purchase our common stock and 3,872,000 of unvested shares of common stock.

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, 2024 and interim periods beginning in fiscal year 2025, with early adoption permitted. The adoption of this standard 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 Securities and Exchange Commission 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

Inventories, which consist of finished goods, are comprised of the following:

Schedule of inventories
Finished Goods:	06/30/2024		12/31/2023
Medical testing	$	37,680	$	108,799
Wellness devices		41,929		12,905
Nutritional		64,315		95,825
Total Finished Goods	$	143,924	$	217,529

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:


	06/30/2024		12/31/2023
Prepaid commissions	$	5,162	$	62,467
Other current assets		108,653		142,685
Total	$	113,815	$	205,152

NOTE 4 – ACQUISITION OF DOCSUN TECHNOLOGY

On January 8^th 2024, the Company acquired 100% of the outstanding stock of DocSun Biomedical Holdings, Inc. (DocSun) In exchange for 76,800,000 shares of Company stock valued at $10,656,000 and the application of $150,000 deposit that was paid in 2023. The total acquisition cost, including legal costs, amounted to $10,820,713.

The Company accounted for the transaction as an asset acquisition under Accounting Standards Codification (“ASC”) 805. The assets acquired consist of medical diagnostic technology with an estimated provisional fair value of $10,773,000 that complements and expands the Company’s product line, and other assets with a value of $33,000.

NOTE 5 – MERGER TRANSACTION WITH FINDIT

Effective March 8, 2024, BioRegenx, Inc, a Nevada corporation was merged into Findit, Inc., with Findit, inc. being the surviving company.

Pursuant to the merger, all of the issued and outstanding BioRegenx, Inc., a Nevada corporation, common and preferred shares were exchanged for 851,977,296 common shares and 3,800 Series A preferred shares of the Registrant which represented 90.0% of the voting securities of the Registrant. Concurrently, holder(s) of the Registrant’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 Registrant. Simultaneously, the majority shareholders retired a total of 172,197,602 common shares, as a result the existing shareholder of Findit retained 104,552,804 shares of common stock valued at $7,318,594. Due to the change in control the accounting acquirer in the merger is BioRegenx, Inc., a Nevada Corporation the Financial Accounting Standards Board’s Accounting Standard Codification (ASC) Topic 805. This accounting acquiree (Findit) is accounted for as an acquisition and the activities of the acquired company are included in the consolidated financial statements starting with the acquisition. Assets are liabilities are reported at the purchase price allocated to the relative fair market value. The financial information reported before the merger date is that of the accounting acquirer, with adjustments to capital accounts and share amounts to reflect the surviving company’s legal capital structure. The name of the Registrant was changed from Findit, Inc. to BioRegenx, Inc.

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 104,552,804 shares	$	7,318,595

Recognized amounts of identifiable assets acquired and liabilities assumed
Intangibles - search engine, domain, website, source code, provisional	$	468,553
Accrued expenses		(3,037	)
Accrued Interest		(27,074	)
Loan Payable		(225,369	)
		213,073
Goodwill, provisional		7,105,522

Total	$	7,318,595

Acquisition related costs	$	80,221

The proforma results of operations of Findit for the three and six month periods ended June 30, 2023 were not material.

NOTE 6—INTANGIBLES

Identifiable Intangible assets consisted of the following:


	06/30/2024			12/31/2023
DocSun intangibles, provisional	$	10,773,220		$	–
Application in progress		51,863			49,363
Findit intangibles, provisional		468,553			–
Total		11,293,636			49,363
Less accumulated amortization		(1,059,860	)		–
Net intangible assets	$	10,233,776		$	49,363

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^th 2024, related to its search engine, website functions and active accounts. (See Note 5) 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 June 30, 2024 and amortization has not been recorded. Amortization of intangible assets was $569,730.75 and -0- for the three months ended June 30, 2024 and 2023, respectively. Amortization of intangible assets was $1,059,860 and $-0- for the six months ended June 30, 2024 and 2023, respectively.

The technology acquired from DocSun and Findit is being amortized based on its expected useful life of 5 years.

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.

The amortization amount for the next 5 years and thereafter is as follows:

Schedule of amortization
	2024		2025		2026		2027		2028		Thereafter
DocSun intangibles	$	897,768	$	2,154,644	$	2,154,644	$	2,154,644	$	2,154,644	$	226,238
Findit intangibles		52,650		93,711		93,711		93,711		93,711		11,838
Application in progress		51,863		–		–		–		–		–
Total	$	1,002,281	$	2,248,355	$	2,248,355	$	2,248,355	$	2,248,355	$	238,076

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 5 years and other computers are assigned a 4 year useful life. The property and equipment is presented net of accumulated depreciation. Depreciation of property and equipment was $7,642 and $1,194 for the three months ended June 30, 2024 and 2023, respectively.

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. The headquarters is leased from a related party on a month-to-month basis for $1,725 per month (See Note 10). The satellite office is leased from an unrelated party under a twelve-month extension to the original lease at $825 to $2,445 per month. In addition, the Company also rents storage space on a month-to-month basis in various locations total monthly cost was less than $1,000 per month.

Warrants issuable upon financing

in August 2023, Hitesh Juneja, a former employee, 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 $1,000,000 of equity, with a maximum percentage of 7% for larger equity fundings. The warrants would be exercisable at the fair market value of the shares on the date of funding. The warrants are exercisable one third on the date of grant and one third each of the next two years. No warrants have been issued under this grant and no compensation expense has been recognized.

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.

NOTE 9—STOCK AWARDS PLAN

During the period ended June 30, 2024 the Company granted 7,912,000 shares of its common stock with a fair value of $1,097,790 to two consultants for services. One tranche of shares of stock issued had a vesting term of 50% at grant date, 25% on 1^st year anniversary date of the offer, and the remaining 25% on 2^nd year anniversary from the offer date. During the period ended June 30, 2024, 4,040,000 of the shares with a fair value of $689,569 vested or accrued and are included in Selling, General and administrative expenses. As of June 30, 2024, there were 3,872,000 unvested shares with a fair value of $408,221 that will vest over the remainder of the 2 years period.

During the period ended June 30, 2024, the Company granted options to acquire 23,573,328 shares of its common stock at $.12 per share with a fair value of $2,851,047 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 1^styear anniversary date, and the remaining 25% on 2nd year anniversary from grant date. During the period ended June 30, 2024, options with a fair value of $1,823,136 vested or accrued and are included in Selling, General and administrative expenses. As of June 30, 2024, there were unvested options with a fair value of approximately $1,028,000 that will vest over the remainder of the 2 year period.

For stock options granted, the Company estimated the fair value of each stock option at grant dates using the Black-Scholes option-pricing model with the following assumptions:

Schedule of stock options assumptions
	06/30/2024		2023
Risk-free interest rate		4.67%		4.50%
Expected dividend yield		0.00%		0.00%
Expected volatility		130%		125%
Expected life		4 yr		2 yr

A summary of the stock options and warrants outstanding as of June 30, 2024 and December 31, 2023 follows:


	Number of Shares		Weighted -Average Exercise Price
Outstanding as of December 31, 2023		23,334,016	$	0.22
Granted		23,783,328		0.13
Forfeited		–		–
Outstanding as of June 30, 2024		47,117,344	$	0.18
Exercisable at June 30, 2024		23,321,328	$	0.19

Warrants Outstanding and Exercisable at June 30, 2024


Range of Exercise Price	# of Warrants outstanding		Weighted Average Exercise Price
$ 0.13 to 0.37		23,321,328	$	0.19

The outstanding and exercisable warrants had no intrinsic as on June 30, 2024.

NOTE 10—ISSUANCE OF COMMON STOCK

During the six months ended June 30, 2023, the Company issued 9,554,192 shares of common stock at prices ranging from $0.156 per share to $0.188 per share, resulting in gross proceeds to the Company of $751,843.

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 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 recorded fair value of the shares and options issued during the period ended June 30, 2024 in the aggregate amount of $41,551, and increased returns for $22,200 and returns reserves by $19,351 for the period ended June 30, 2024.

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:


	06/30/2024			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		4,510			32,181
(D) Alder note, net of discount		151,401			–
(D) Genisis Glass note, net of discount		151,401			–
(E) EIDL notes ($400,000 and $200,000 in default, respectively)		550,000			350,000
(F) Josephson note, net of discount		49,800			–
(F) Adams note, net of discount		24,900			–
(F) Thomas note, net of discount		24,900			–
(G) Other		21,000			21,000
Total		1,100,412			525,681
Less current portion		(850,813	)		(375,681	)
Total long term	$	249,599		$	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 13^th, 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 1^st, 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 unamortized 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 $150,000 and $350,000 at June 30, 2024 and December 31, 2023, respectively. At June 30, 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 note and July 17, 2050 for the Findit EIDL loan.

Debt Payoff Schedule

The Company has outstanding long-term debt obligations that will be paid off over the next five years. The following table summarizes the principal payments due in each fiscal year:

Debt Payoff Schedule

The Company has outstanding long-term debt obligations that will be paid off over the next five years. The following table summarizes the principal payments due in each fiscal year:

Schedule of principal payments
Long-Term Debt Payoff Schedule	Balance at		Principal Payments										2029 and
	6/30/2024		2024		2025		2026		2027		2028		thereafter
EIDL loan September 2020	$	150,000	$	8,772	$	8,772	$	8,772	$	1,904	$	3,274	$	144,822
EIDL loan August 2021, in Default		200,000		200,000		–		–		–		–		–
EIDL loan September 2022, in Default		200,000		200,000		–		–		–		–		–
	$	550,000	$	408,772	$	8,772	$	8,772	$	1,904	$	3,274	$	144,822

(F) 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. In June of 2024, three notes were issued for proceeds totaling $100,000. A total of 50,000 warrants with a fair value of $839 were paid in relation to the note proceeds. The amounts recorded are net of unamortized discounts of $820 consisting of the fair value of the warrants.

(G) 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	06/30/2024		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
JS Bird		32,079		–	A
Richard Long		39,862		39,862	B
	$	995,294	$	963,215

(A)	Entity controlled by current officer or director

(B)	Relative of former 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 loan indicated with a B does not have stated terms.

The entire balance of related party loans is recorded as current liabilities.

Total accrued interest on related party debts was $351,603 at June 30, 2024 and $292,190 at December 31, 2023.

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 June 30, 2024 and 2023 were $5,175 and $5,175, respectively. Rent paid during the six months ended June 30, 2024 and 2023 were $10,350 and $10,350, respectively.

Royalties

The Company sells a product subject to a royalty agreement with the VHS Pool that was set up by a predecessor entity, through two if its subsidiaries. An officer and director – Robert Long through a related entity – Lone Peak Innovative Holdings, LLC, has a creditor interest in the VHS Pool. Lone Peak Innovative Holdings, LLC has to date not received payments from the VHS Pool and the likelihood of future payments are not ascertainable.

The royalty agreement calls for the payment of 1% of the gross sales of the subject product(s). The royalty applies to any product designed to support a healthy Endothelium Glycocalyx, such as the company’s Endocalyx. The royalty agreement also calls for the payment of 1% of the proceeds, after taxes, on a liquidity event. A liquidity event is defined as the subsidiary entering an arms-length transaction with a third party or making an initial public offering. Should a liquidity even occur, the agreement requires a minimum payment to raise the pool amount to $7,500,000. The pool ceiling is $15,000,000 and the Company may have two subsidiaries subject to the agreement.

Royalties paid during the three months periods ended June 30, 2024 and 2023 were $2,975 and $3,374, respectively. Royalties paid during the six months periods ended June 30, 2024 and 2023 were $5,536 and $7,325, respectively.

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 have left the company and have called into question the status of the distribution agreement by issuing a cancellation notice. There were no amounts paid or accrued under the distribution agreement during the six months ended June 30, 2024 and 2023.

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 six month periods ended June 30, 2024 and 2023 were $5,000 and $53,189, respectively.

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:

Schedule of related party payables
Related Party Payables	06/30/2024		12/31/2023
Due to officers	$	187,410	$	204,612
Due to former officer		9,107		8,904
Total	$	196,517	$	213,516

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 $184,197 at June 30, 2024 and $204,612 at December 31, 2023.

Equity Instruments Issued for Service

See (Note 9) for discussion of options issued to officers and directors

NOTE 13—SUBSEQUENT EVENTS

Subsequent Financing

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, $30,000 of which was issued in July of 2024. 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 per common share. The warrants expire 2 years after the Company’s shares are listed on an internationally recognized exchange.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The Company was originally 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."

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 the Company. 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 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 retired a total of 172,197,602 common shares. The Company’s post-merger existing shareholders 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 Company’s trading price as of the date of the Merger.

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 tables presented below compare our results of operations for the three and six months ended June 30, 2024 to the three and six months ended June 30, 2023, in both dollars and percentages.

	For the Three Months Ended
	June 30, 2024			June 30, 2023			$ Variance Favorable/ (Unfavorable)			% Variance Favorable/ (Unfavorable)
Revenues:
Gross sales	$	857,534		$	882,788		$	(25,254	)		-3%
Returns		(123,502	)		(19,510	)		(103,992	)		-533.02%
Net sales		734,032			863,278			(129,246	)		-14.97%
Cost of sales		264,154			264,967			813			0.31%
Gross profit		469,878			598,311			(128,433	)		-21.47%
Operating expenses:
Distributors incentives		112,588			142,596			30,008			21.04%
Selling, general and administrative		834,998			1,000,334			165,336			16.53%
Amortization expense		562,089			–			(562,089	)		n/a
Total operating expenses		1,509,675			1,142,930			(366,745	)		-32.09%
Loss from operations		(1,039,797	)		(544,619	)		495,178			-90.92%
Interest income		–			1			(1	)		-100.00%
Interest expense and financing costs		(66,331	)		(49,843	)		(16,488	)		-33.08%
Total other expenses		(66,331	)		(49,842	)		(16,489	)		33.08%
Net Loss	$	(1,106,128	)	$	(594,461	)	$	(511,667	)		-86.07%

For the three months ended June 30, 2024, the Company had gross sales of $857,534 and returns of $(123,502) resulting in net sales of $734,032. Comparatively, for the three months ended June 30, 2023, the Company had gross sales of $882,788 and returns of $(19,510) resulting in net sales of $863,278. Net sales decreased by 15% and returns increased by 533% for the three months ended June 30, 2024 compared to the three months ended June 30, 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 $264,154 resulting in gross profit of $469,878 for the three months ended June 30, 2024. Cost of sales were $264,967 resulting in gross profit of $598,311 for the three months ended June 30, 2023. Cost of goods sold decreased by 0% and gross profit decreased by 21% for the three months ended June 30, 2024 compared to the three months ended June 30, 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 June 30, 2024, the Company paid out distributors’ incentives of $112,588 and had selling, general and administrative expenses of $1,397,087 resulting in total operating expenses of $1,509,675. These selling, general and administrative expenses consisted primarily of employee expenses of $332,863, amortization expense of $562,089 and operating expenses of $502,135. Operating expenses consisted of advertising and marketing of $16,377, software costs of $9,973, product development costs of $450, bank and payment charges of $18,273, contract labor of $55,578, legal and accounting of $110,335, professional services of $218,475, insurance of $20,868, taxes and licenses of $4,971, rent & lease of $11,537, travel of $4,723 and miscellaneous expenses of $30,575. Additionally, the Company had interest expense and financial costs of $66,331 resulting in net loss of $(1,106,128) for the three months ended June 30, 2024.

Comparatively, for the three months ended June 30, 2023, the Company paid out distributors’ incentives of $142,596 and had selling general and administrative expenses of $1,000,334 resulting in total operating expenses of $1,142,930. These selling, general and administrative expenses consisted primarily of employee expenses of $310,999 and operating expenses of $689,335. Operating expenses consisted of advertising and marketing of $49,107, software costs of $94,291, product development costs of $5,906, bank and payment charges of $25,379, contract labor of $16,765, management fees of $41,100, legal and accounting of $102,133 professional services of $66,424, insurance of $811, taxes and licenses of $6,313, rent & lease of $12,332, travel of $20,931 and miscellaneous expenses of $247,843. Additionally, the Company had interest income of $1, interest expense and financial costs of $49,843 resulting in net loss of $(594,461) for the three months ended June 30, 2023.

Distributor incentives decreased by 21% for the three months ended June 30, 2024 compared to the three months ended June 30, 2023 as a result of the reduction in sales between the periods. Selling, general and administrative expenses increased by 40% for the three months ended June 30, 2024 compared to the three months ended June 30, 2023, relating to equity compensation granted and increased legal, accounting, professional and miscellaneous cost during the three months ended June 30, 2024.

The Company had a loss from operations of $(1,039,797) and $(594,461) for the three months ended June 30, 2024 and June 30, 2023, respectively. For those same periods, the Company received interest income of $0 and $1 and interest expense and interest expense and financing costs of $(66,331) and $(49,843). As a result, the Company had a net loss of $(1,106,128) and $(594,461) for the three months ended June 30, 2024 and June 30, 2023, respectively. Net loss increased by 86% and interest expense increased by 33% for the three months ended June 30, 2024 compared to the three months ended June 30, 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 June 30, 2024 compared to the three months ended June 30, 2023.

	For the Six Months Ended
	June 30, 2024			June 30, 2023			$ Variance Favorable/ (Unfavorable)			% Variance Favorable/ (Unfavorable)
Revenues:
Gross sales	$	1,542,483		$	1,986,438		$	(443,955	)		-22%
Returns		(258,903	)		(47,576	)		(211,327	)		-444%
Net sales		1,283,580			1,938,862			(655,282	)		-34%
Cost of sales		429,544			576,661			147,117			26%
Gross profit		854,036			1,362,201			(508,165	)		-37%
Operating expenses:
Distributors incentives		167,246			319,600			1,542,354			47%
Selling, general and administrative		3,746,163			1,771,326			(1,974,837	)		-111%
Amortization expense		1,059,860			–			(1,059,860	)		n/a
Total operating expenses		4,973,269			2,090,926			(2,882,343	)		-138%
Loss from operations		(4,119,233	)		(728,725	)		3,390,508			-465%
Interest income		–			2			(2	)		-100%
Interest expense and financing costs		(139,353	)		(95,576	)		(43,777	)		-46%
Total other expenses		(139,353	)		(95,574	)		(43,779	)		46%
Net Loss		(4,258,586	)		(824,299	)	$	(3,434,287	)		-417%

For the six months ended June 30, 2024, the Company had gross sales of $1,542,483 and returns of $(258,903) resulting in net sales of $1,283,580. Comparatively, for the six months ended June 30, 2023, the Company had gross sales of $1,986,438 and returns of $(47,576) resulting in net sales of $1,938,862. Net sales decreased by 34% and returns increased by 444% for the six months ended June 30, 2024 compared to the six months ended June 30, 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 $429,544 resulting in gross profit of $854,036 for the six months ended June 30, 2024. Cost of sales were $576,661 resulting in gross profit of $1,362,201 for the six months ended June 30, 2023. Cost of goods sold decreased by 26% and gross profit decreased by 37% for the six months ended June 30, 2024 compared to the six months ended June 30, 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 six months ended June 30, 2024, the Company paid out distributors’ incentives of $167,246 and had selling, general and administrative expenses of $4,806,023 resulting in total operating expenses of $4,973,269. These selling, general and administrative expenses consisted primarily of employee expenses of $1,723,587, amortization expense of $1,059,860 and operating expenses of $2,022,576. Operating expenses consisted of advertising and marketing of $28,079, software costs of $35,809, bank and payment charges of $36,448, contract labor of $106,605, legal and accounting of $273,003, professional services of $1,395,737, insurance of $40,516, taxes and licenses of $12,767, postage of $8,519, rent & lease of $20,221, travel of $4,723 and miscellaneous expenses of $60,150. Additionally, the Company had interest expense and financial costs of $139,353 resulting in net loss of $(4,258,586) for the six months ended June 30, 2024.

Comparatively, for the six months ended June 30, 2023, the Company paid out distributors’ incentives of $319,600 and had selling general and administrative expenses of $1,771,326 resulting in total operating expenses of $2,090,926. These selling, general and administrative expenses consisted primarily of employee expenses of $578,431 and operating expenses of $1,192,895. Operating expenses consisted of advertising and marketing of $92,087, software costs of $175,071, product development costs of $11,108, bank and payment charges of $58,468, contract labor of $35,087, management fees of $97,200, legal and accounting of $192,279 professional services of $102,331, insurance of $7,568, taxes and licenses of $28,503, postage of $794, rent & lease of $22,620, travel of $50,511 and miscellaneous expenses of $339,268. Additionally, the Company had interest income of $2, interest expense and financial costs of $95,576 resulting in net loss of $(824,299) for the six months ended June 30, 2023.

Distributor incentives decreased by 47% for the six months ended June 30, 2024 compared to the six months ended June 30, 2023 as a result of the reduction in sales between the periods. Selling, general and administrative expenses increased by 171% for the six months ended June 30, 2024 compared to the six months ended June 30, 2023, relating to equity compensation granted and increased legal, accounting, professional and miscellaneous cost during the six months ended June 30, 2024.

The Company had a loss from operations of $(4,119,233) and $(728,725) for the six months ended June 30, 2024 and June 30, 2023, respectively. For those same periods, the Company received interest income of $0 and $2 and interest expense and interest expense and financing costs of $(139,353) and $(95,576). As a result, the Company had a net loss of $(4,258,586) and $(824,299) for the six months ended June 30, 2024 and June 30, 2023, respectively. Net loss increased by 417% and interest expense increased by 46% for the six months ended June 30, 2024 compared to the six months ended June 30, 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 six months ended June 30, 2024 compared to the six months ended June 30, 2023.

Liquidity and Capital Resources

Operating Activities. For the six months ended June 30, 2024, the Company had net loss of $(4,258,586). During that period, the Company incurred depreciation and amortization expense of $1,070,261, amortization of debt discount of $24,801, issued options to officers and directors with a fair value of $1,823,136, issued common shares for services with a fair value of $689,569 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 $93,638, a decrease in inventories of $73,605, a decrease in prepaid expenses and other assets of $91,337, an increase in accounts payable of $190,115, a decrease in accounts payable - related parties of $(16,999), a decrease in accrued expenses and other liabilities of $(5,167), an increase in accrued expenses and other liabilities -related parties of $59,413 and a decrease of deferred revenue of $(136,065). As a result, the Company had net cash used in operating activities of $(281,591) for the six months ended June 30, 2024.

Comparatively, for the six months ended June 30, 2023, the Company had net loss of $(824,299). During that period, the Company incurred depreciation and amortization expense of $2,387. The Company had a change in operating assets and liabilities (net of amounts acquired) consisting of a decrease in accounts receivable of $2,884, an increase in inventories of $(76,833), an increase in prepaid expenses and other assets of $(51,680), a decrease in accounts payable of $(387,333), a decrease in accounts payable - related parties of $(62,949), an increase in accrued expenses and other liabilities of $124,528, an increase in accrued expenses and other liabilities -related parties of $59,310 and an increase of deferred revenue of $228,032. As a result, the Company had net cash used in operating activities of $(985,953) for the six months ended June 30, 2024.

Investing Activities. For the six months ended June 30, 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 six months ended June 30, 2024.

For the six months ended June 30, 2023, the Company did not pursue any investing activities.

Financing Activities. For the six months ended June 30, 2024, the Company made note and loan payments of $(29,458), had an increase in note and loan balances of $400,000 and had an increase in not and loan balances – related parties of $32,079. As a result, the Company had net cash provided by financing activities of $402,621 for the six months ended June 30, 2024.

For the six months ended June 30, 2023, the Company made note and loan payments of $(177,000), and received proceeds from the issuance of common stock of $751,844. As a result, the Company had net cash provided by financing activities of $574,844.

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.

Loans from unrelated parties are as follows:

	06/30/2024			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		4,510			32,181
(D) Alder note, net of discount		151,401			–
(D) Genisis Glass note, net of discount		151,401			–
(E) EIDL notes ($400,000 and $200,000 in default, respectively)		550,000			350,000
(F) Josephson note, net of discount		49,800			–
(F) Adams note, net of discount		24,900			–
(F) Thomas note, net of discount		24,900			–
(G) Other		21,000			21,000
Total		1,100,412			525,681
Less current portion		(850,813	)		(375,681	)
Total long term	$	249,599		$	150,000

(E) EIDL Notes

The principal amount of economic injury disaster loans (EIDL) issued under the Small Business Administration’s COVID-19 recovery program was $150,000 and $350,000 at June 30, 2024 and December 31, 2023, respectively. At June 30,2024, 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 note and July 17, 2050 for the Findit EIDL loan.

(G) The other loan does not have stated terms.

Related Party Loans

Related Party	06/30/2024		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
JS Bird		32,079		–	A
Richard Long		39,862		39,862	B
	$	995,294	$	963,215

(A) Entity controlled by current officer or director

(B) Relative of former 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 loan indicated with a B does not have stated terms.

The entire balance of related party loans is recorded as current liabilities.

Total accrued interest on related party debts was $351,603 at June 30, 2024 and $292,190 at December 31, 2023.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Not required for a 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 June 30, 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.

Our management assessed the effectiveness of our internal control over financial reporting as of June 30, 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 June 30, 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 control 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 June 30, 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 June 30, 2024, there were no changes in our internal control 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.

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 required for smaller reporting companies.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

In June of 2024, the Company began offering convertible notes to sophisticated investors pursuant to exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended. To date the Company has issued four notes for a total of $130,000, $30,000 of which was issued in July of 2024. 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 uplist 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 per common share. The warrants expire 2 years after the Company’s shares are listed on a national securities exchange. The purchasers of the convertible notes represented their 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 instruments issued in such transactions.

Item 3. Defaults Upon Senior Securities

None that are required to be disclosed pursuant to 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 June 30, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

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
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)
4.1		Form of 2024 16% Convertible Note
4.2		Form of 2024 Warrant
10.1		Form of 2024 16% Convertible Note Purchase Agreement
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 June 30, 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 June 30, 2024, formatted in Inline XBRL and contained in Exhibit 101

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

Exhibit 4.1

THIS INSTRUMENT AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR UPON RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT.

CONVERTIBLE PROMISSORY NOTE

No. _________

Date of Issuance: _______________

$____________

FOR VALUE RECEIVED, BioRegenx, Inc., a Nevada corporation (the “Company”), hereby promises to pay to the order of (the “Purchaser”), the principal sum of $_________________, together, together with all accrued but unpaid interest on such principal amount, at the rates and times provided in this pay-in-kind promissory note (this “NOTE”) and at such locations as the Holder may specify from time to time.

This Note is one of a series of Notes issued pursuant to the Purchase Agreement, and capitalized terms not defined herein will have the meanings set forth in the Purchase Agreement.

1. Principal Payments. All payments of principal will be made in either, at the Purchaser’s sole discretion: (a) cash in lawful money of the United States of America paid and delivered at the principal office or residence of the Purchaser, or at such other place as the Purchaser may from time to time designate in writing to the Company; or (b) in the form of Conversion Shares in that number thereof equal to the quotient (rounded down to the nearest whole share) obtained by dividing (i) the amount of outstanding principal by (ii) the Conversion Price.

2. Interest Payments. From and including the date hereof to, but excluding, the Maturity Date (as defined below), interest on the Note(s) shall accrue on the unpaid principal amount (including as increased by all accrued and unpaid PIK Interest (as defined below)) of the Note(s) outstanding from time to time at a rate per annum equal to 16.00% and shall be payable in United States dollars semi-annually in arrears on June 30 and December 31 of each year (and on the “Maturity Date”), commencing on _____________, or if any such day is not a Business Day, on the immediately prior Business Day (each, an “Interest Payment Date”). Payments of accrued interest equal to 6% will be made semi-annually in cash in lawful money of the United States of America. Payments of accrued interest equal to 10% on any Interest Payment Date will be paid by capitalizing such interest (the “PIK Interest”) and adding it to (and thereby increasing) the outstanding principal amount of the Note (as increased by any prior payments of PIK Interest). All interest on the Note so capitalized shall be paid on or prior to the Maturity Date in accordance with the terms and conditions of the Note. Interest shall be calculated on the basis of a 360-day year and actual days elapsed.

3. Prepayment Option. The Company shall have the privilege and option, without penalty or forfeiture, to pay the entire principal amount of this Note or any part thereof, together with the appropriate number of Conversion Shares for all accrued interest thereon to the date of prepayment, at any time prior to the Maturity Date, but subject to the notice requirements as described below. Prior to making such payment, the Company shall provide the Purchaser with written notice 15 days prior to the date of payment or payoff, and during such 15-day period, the Purchaser shall have the right to convert this Note in accordance with Section 4.1 of the Purchase Agreement by providing the Optional Conversion Notice to the Company. In the event of prepayment, should the Purchaser wish NOT to convert, the Purchaser may take no action, or the Purchaser may notify the Company by written notice of the Purchaser’s demand to receive prepayment in lieu of optional conversion. For each prepayment of principal under this Note, the Company shall pay the Purchaser a pro-rata amount of such prepayment based on the then outstanding principal under this Note and the total then outstanding principal under all of the Notes.

4. Conversion of the Notes. This Note and any amounts due hereunder is convertible into Conversion Shares in accordance with the terms of Section 4 of the Purchase Agreement.

5. Amendments and Waivers; Resolutions of Dispute; Notice. The amendment or waiver of any term of this Note, the resolution of any controversy or claim arising out of or relating to this Note and the provision of notice among the Company and the Purchaser will be governed by the terms of the Purchase Agreement.

6. Successors and Assigns. This Note applies to, inures to the benefit of, and binds the respective successors and assigns of the Company and the Purchaser; provided, however, that the Company may not assign its obligations under this Note without the written consent of the Requisite Noteholders. Any transfer of this Note may be affected only pursuant to the Purchase Agreement and by surrender of this Note to the Company and reissuance of a new note to the transferee. The Purchaser and any subsequent holder of this Note receives this Note subject to the foregoing terms and conditions and agrees to comply with the foregoing terms and conditions for the benefit of the Company and any other Purchasers (or their respective successors or assigns).

7. Officers and Directors not Liable. In no event will any officer or director of the Company be liable for any amounts due and payable pursuant to this Note.

8. Limitation on Interest. In no event will any interest charged, collected or reserved under this Note exceed the maximum rate then permitted by applicable law, and if any payment made by the Company under this Note exceeds such maximum rate, then such excess sum will be credited by the Purchaser as a payment of principal.

9. Transfer of Notes. This Note may be transferred only upon its surrender to the Company for registration of transfer, duly endorsed, or accompanied by a duly executed written instrument of transfer in form satisfactory to the Company. Thereupon, this Note shall be reissued to, and registered in the name of, the transferee, or a new Note for like principal amount and interest shall be issued to, and registered in the name of, the transferee. Interest and principal shall be paid solely to the registered holder of this Note. Such payment shall constitute full discharge of the Company’s obligation to pay such interest and principal.

10. Events of Default. If there shall be any Event of Default (as defined below) hereunder, at the option and upon the declaration of the Requisite Noteholders and upon written notice to the Company (which election and notice shall not be required in the case of an Event of Default under subsection (b) or (c) below), this Note shall accelerate, and all principal and unpaid accrued interest shall become due and payable. The occurrence of any one or more of the following shall constitute an “Event of Default”:

	(a)	the Company fails to pay timely any of the principal amount due under this Note on the date the same becomes due and payable or any unpaid accrued interest or other amounts due under this Note on the date the same becomes due and payable;

	(b)	the Company files any petition or action for relief under any bankruptcy, reorganization, insolvency or moratorium law or any other law for the relief of, or relating to, debtors, now or hereafter in effect, or makes any assignment for the benefit of creditors or takes any corporate action in furtherance of any of the foregoing; or

	(c)	an involuntary petition is filed against the Company (unless such petition is dismissed or discharged within 60 days under any bankruptcy statute now or hereafter in effect, or a custodian, receiver, trustee or assignee for the benefit of creditors (or other similar official) is appointed to take possession, custody or control of any property of the Company).

11. Company Waiver; Delays and Omissions. The Company hereby waives demand, notice, presentment, protest and notice of dishonor. It is agreed that no delay or omission to exercise any right, power or remedy accruing to the Purchaser, upon any breach or default of the Company under this Note shall impair any such right, power or remedy, nor shall it be construed to be a waiver of any such breach or default, or any acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring.

12. Choice of Law. This Note, and all matters arising out of or relating to this Note, whether sounding in contract, tort, or statute will be governed by and construed in accordance with the internal laws of the State of Tennessee, without giving effect to the conflict of law provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of Tennessee.

13. Approval. The Company hereby represents that its board of directors, in the exercise of its fiduciary duty, has approved the Company’s execution of this Note based upon a reasonable belief that the principal provided hereunder is appropriate for the Company after reasonable inquiry concerning the Company’s financing objectives and financial situation.

BioRegenx, Inc.

By: ______________________

William Resides

Chief Executive Officer

Exhibit 4.2

THE SECURITIES REPRESENTED HEREBY, INCLUDING THE SHARES ISSUABLE UPON EXERCISE HEREOF, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THE ISSUER, IS AVAILABLE.

COMMON STOCK PURCHASE

WARRANT AGREEMENT

No. ________

BioRegenx, Inc.

This Warrant Agreement (this “Agreement”) is dated as of _______________, (the “Issue Date”) and entered into by and between BioRegenx, Inc, a company organized under the laws of the State of Nevada .

WHEREAS, the Company agreed to issue the Warrant evidenced by this Agreement to the Warrant Holder pursuant to that certain Subscription Agreement between the Company and the Warrant Holder dated as of _ (the “Subscription Agreement”);

NOW, THEREFORE, in consideration of the mutual covenants set forth in this Agreement and for other good and valuable consideration, the parties agree as follows:

1. Grant of Warrant. The Company hereby, upon the terms and subject to the conditions of this Agreement, issues to the Warrant Holder a warrant (the “Warrant”) evidenced by this Agreement to purchase up to _____________ shares of the Company’s Common Stock, $0.0001 par value per share (the “Common Stock” and the shares of Common Stock issuable to the Warrant Holder hereunder (as such amount may be adjusted pursuant to the terms hereof, the “Warrant Shares”) at an exercise price of $0.20 per share (as such amount may be adjusted pursuant to the terms hereof, the “Exercise Price”). The Exercise Price and the number of Warrant Shares for which the Warrant is exercisable shall be subject to adjustment as described in Section 6.

2. Term and Termination of Warrant. The Warrant shall terminate on the date that is exactly two (2) years from the date of the consummation of the Company’s proposed public offering resulting in the Common Stock listed on an internationally recognized stock exchange (such date, the “Expiration Date”).

3. Exercise of the Warrant.

(a) Exercise and Payment. The purchase rights represented by the Warrant may be exercised by the Warrant Holder, in whole or in part at any time following the Issue Date and at any time prior to the Expiration Date, the Holder may exercise this Warrant into shares of the Company's Common Stock, by the surrender of the Warrant (together with a duly executed notice of exercise in the form attached hereto as Exhibit A) at the principal office of the Company, and by the payment to the Company, at the option of the Warrant Holder by wire transfer of immediately available funds, of an amount equal to (A) the number of shares of Common Stock being purchased upon exercise of the Warrant multiplied by (B) the then current Exercise Price (the “Warrant Price”).

(b) Stock Certificates. In the event of the exercise of all or any portion of the Warrant, certificates for the Warrant Shares so purchased shall be delivered to the Warrant Holder by the Company at the Company’s own expense within a reasonable time, which shall in no event be later than five (5) days thereafter and, unless the Warrant has been fully exercised or has expired, a new Warrant representing the Warrant Shares with respect to which the Warrant shall not have been exercised shall be issued to the Warrant Holder within such time.

(c) Fractional Warrant Shares. No fractional Warrant Shares will be issued in connection with any exercise hereunder, but instead the shares shall be rounded up to the nearest whole share.

(d) Ownership Limitation. Notwithstanding the provisions of this Warrant, in no event shall this Warrant be exercisable to the extent that the issuance of Common Stock upon the exercise hereof, after taking into account the Common Stock then owned by the Warrant Holder and its affiliates, would result in the beneficial ownership by the Warrant Holder and its affiliates of more than 4.99% of the outstanding Common Stock of the Company. For purposes of this paragraph, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended.

(e) Call Provision. Subject to the provisions of Section 3(d) and this Section 3(e), in the event the Common Stock shall be listed on a U.S. stock exchange and trade, as determined by the daily closing price, for twenty two (22) consecutive trading days at or above $1.00 per share (the "Redemption Event"), the Company shall have the right, but not the obligation, to redeem all or any portion of the outstanding Warrant, at which time the Holder may elect to exercise the Warrant as set forth in Section 3(a) above. No later than ten (10) Business Days following a Redemption Event, the Company shall deliver written notice thereof via facsimile to the Holder (a "Redemption Notice"). At any time during the period beginning after the date of the Redemption Notice and ending ten (10) Business Days thereafter, the Holder may submit an Exercise Notice to the Company requesting to exercise all or any portion of this Warrant ("Redemption Exercise Notice"), to the Company, which Redemption Exercise Notice shall indicate the portion of the Warrant the Holder is electing to exercise. The Company shall redeem the then outstanding portion of the Warrant, if any, on the twentieth (20th) Business Day following the date of the Redemption Notice at the Exercise Price, in cash. The payment in cash for any redemptions shall be in compliance with Rule 419 of the Securities Act. Notwithstanding the foregoing, the Company may only redeem the Warrants in shares of Common Stock if from the date the Holder receives the Redemption Notice through and until the date such redemption is paid in full, the Equity Conditions have been satisfied, unless waived in writing by the Holder. For purposes of this Section 3, Equity Conditions shall mean during the period in question, (a) the Company shall have duly honored all exercises and redemptions scheduled to occur or occurring by virtue of one or more Notices of Exercise of the Holder, if any, (b) (i) there is an effective registration statement pursuant to which the Holder is permitted to utilize the prospectus thereunder to resell all of the shares of Warrant Shares (and the Company believes, in good faith, that such effectiveness will continue uninterrupted for the foreseeable future) or (ii) all of the Warrant Shares (and shares issuable in lieu of cash payments of interest) may be resold pursuant to Rule 144 without volume or manner-of-sale restrictions or current public information requirements as determined by the counsel to the Company as set forth in a written opinion letter to such effect, addressed and acceptable to the Holder, with such opinion letter paid for in full by the Company, (c) the Common Stock is trading on a Trading Market and all of the Warrant Shares are listed or quoted for trading on such Trading Market (and the Company believes, in good faith, that trading of the Common Stock on a Trading Market will continue uninterrupted for the foreseeable future), (d) there is a sufficient number of authorized but unissued and otherwise unreserved shares of Common Stock for the issuance of all of the shares then issuable pursuant to the Warrant, (e) there has been no public announcement of a pending or proposed Change of Control Transaction that has not been consummated and (f) the Holder is not in possession of any information provided by the Company that constitutes, or may constitute, material non-public information. The Company's right to call the Warrants under this Section 3(e) shall be exercised ratably among the Holders based on each Holder's initial purchase of Warrants.

4. Stock Fully Paid; Reservation of Warrant Shares. All of the Warrant Shares issuable upon the exercise of the Warrant will, upon issuance and receipt of the Warrant Price for such Warrant Shares, be duly authorized, validly issued, fully paid and nonassessable, and will be free and clear of all taxes, liens, encumbrances and charges with respect to the issue.

5. Rights of the Warrant Holder. The Warrant Holder shall have no voting rights as a stockholder or rights to dividends or other distributions with respect to Warrant Shares subject to this Agreement until payment in full of the Warrant Price for Warrant Shares being issued.

6. Adjustment of Exercise Price and Number of Warrant Shares. The Exercise Price and the number of Warrant Shares purchasable upon any exercise of the Warrant shall be subject to adjustment from time to time upon the occurrence of certain events described in this Section 6.

(a) Subdivision or Combination of Stock; Stock Dividend and Stock Conversion.

(i) In the event the Company should at any time or from time to time fix a record date for the effectuation of a split or subdivision of the outstanding shares of Common Stock, or a record date for the determination of the holders of capital stock entitled to receive a dividend or other distribution payable in Common Stock or other securities or rights convertible into, or rights that entitle the holders of Common Stock to purchase, Common Stock (hereinafter referred to as “Common Stock Equivalents”), without payment of any consideration by such holders for the additional Common Stock or the Common Stock Equivalents (including the additional Common Stock issuable upon conversion or exercise thereof), then, as of such record date (or the date of such dividend distribution, split or subdivision if no record date is fixed), (y) the Exercise Price of the Warrant Shares shall be appropriately decreased (but not below the then par value per share of Common Stock), or (z) the number of Warrant Shares shall be increased in proportion to such increase of outstanding Common Stock and shares of Common Stock issuable with respect to Common Stock Equivalents.

(ii) If the number of shares of Common Stock outstanding at any time after the Issue Date is decreased by a combination of the outstanding Common Stock, then, upon the record date of such combination, (A) the Exercise Price shall be appropriately increased, or (B) the number of Warrant Shares shall be decreased in proportion to such decrease in outstanding Common Stock.

(iii) The Company will not modify its certificate of incorporation or effect any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities in a manner that negates or avoids the rights of the Warrant Holder to exercise its rights hereunder, but will at all times assist in the carrying out of all the provisions of this Agreement and in the taking of all such actions as may be necessary or appropriate in order to protect the Warrant Holder against impairment.

(b) Notice of Adjustment. Promptly after adjustment of the Exercise Price or any increase or decrease in the number of shares purchasable upon the exercise of the Warrant, the Company shall give written notice in accordance with Section 12. The notice shall be signed by an authorized officer of the Company and shall state the effective date of the adjustment and the Exercise Price resulting from such adjustment and the increase or decrease, if any, in the number of shares purchasable at such price upon any exercise of the Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based.

(i) to declare any dividend or distribution upon any class or series of capital stock, whether in cash, property, stock or other securities (including, without limitation, pursuant to a split or subdivision of the outstanding shares of capital stock); (ii) to effect any reclassification or recapitalization of its capital stock outstanding involving a change in the capital stock; or (iii) to merge or consolidate with or into any other corporation, or to sell, lease or convey all or substantially all of its property or business, or to liquidate, dissolve or wind up; then, in connection with each such event, the Company shall mail to the Warrant Holder notice of such transaction:

(A) at least five (5) business days’ prior written notice in accordance with Section 11 of the date on which a record shall be taken for such dividend or distribution (and specifying the date on which the holder of the affected class or series of capital stock shall be entitled thereto) or for determining the rights to vote, if any, in respect of the matters referred to in (c)(ii) and (c)(iii) above; and

(B) in the case of the matters referred to in (c)(ii) and (c)(iii) above, written notice of such impending transaction not later than ten (10) business days’ prior to any shareholders’ meeting called to approve such transaction, or ten (10) business days’ prior to the closing of such transaction, whichever is earlier, and shall also notify the Warrant Holder in writing in accordance with Section 12 of the final approval of such transaction by the stockholders of the Company (if such approval is required). The first of such notices shall describe the terms and conditions of the impending transaction that are material to a holder of Common Stock (as determined by the Board of Directors of the Company (the “Board”) in good faith) and specify the date on which a holder of Common Stock shall be entitled to exchange his, her or its Common Stock for securities or other property deliverable upon the occurrence of such event) and the Company shall thereafter give such holder prompt notice of any changes in such terms or conditions that are material to a holder of Common Stock (as determined by the Board in good faith). The Company acknowledges that any record date must be set at a date that would permit the Warrant Holder effectively to exercise its rights hereunder.

(d) Changes in Stock. In case at any time prior to the Expiration Date, the Company shall be a party to any transaction (including, without limitation, a merger, consolidation, sale of all or substantially all of the Company’s assets or recapitalization of its capital stock) in which the previously outstanding shares of Common Stock shall be changed into or exchanged for different securities of the Company or common stock or other securities of another corporation or interests in a noncorporate entity or other property (including cash) or the Company shall make a distribution on its shares of Common Stock, other than regular cash dividends on its outstanding stock, or any combination of any of the foregoing (each such transaction being herein called the “Transaction” and the date of consummation of the Transaction being herein called the “Consummation Date”), then as a condition of the consummation of such Transaction, lawful and adequate provisions shall be made so that the Warrant Holder, upon the exercise hereof at any time on or after the Consummation Date and prior to the Expiration Date, shall be entitled to receive, and this Agreement shall thereafter represent the right to receive, in lieu of the Warrant Shares issuable upon such exercise prior to the Consummation Date, the highest amount of securities or other property to which the Warrant Holder would actually have been entitled as a stockholder upon the consummation of the Transaction if the Warrant Holder had exercised the Warrant immediately prior thereto. The provisions of this Section 6(d) shall similarly apply to successive Transactions.

7. Taxes. The Warrant Holder acknowledges that upon exercise of the Warrant the Warrant Holder may be deemed to have taxable income in respect of the Warrant and/or the Warrant Shares. The Warrant Holder acknowledges that any income or other taxes due from it with respect to the Warrant or the Warrant Shares issuable pursuant to the Warrant shall be the Warrant Holder’s responsibility.

8. Reservation of Warrant Shares. From and after the Issue Date, the Company shall at all times reserve and keep available for issue upon exercise of this Warrant such number of its authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of this Warrant.

9. Intentionally Left Blank.

10. Representations by the Warrant Holder. The Warrant Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act.

11. Registration Rights. The Holder shall have the registration rights set forth in the Subscription Agreement. Notwithstanding anything to the contrary, the Company shall not be required to register any Warrant Shares that are eligible for sale pursuant to Rule 144 of the Securities Act.

12. Transfer Restrictions.

(a) Legend. The Securities to be acquired by the Holder pursuant hereto, may not be sold or transferred unless (A) such shares are sold pursuant to an effective registration statement under the Securities Act, or (B) the Company or its transfer agent shall have been furnished with an opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that the shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration or (C) such shares are sold or transferred pursuant to Rule 144 under the Securities Act (or a successor rule) (“Rule 144”) or (D) such shares are sold or transferred outside the United States in accordance with Rule 904 of Regulation S under the Securities Act, or (E) such shares are transferred to an “affiliate” (as defined in Rule 144) of the Company who agrees to sell or otherwise transfer the shares only in accordance with this Section 12. Except as otherwise provided in this Warrant (and subject to the removal provisions set forth below), until such time as the Securities issuable upon exercise of the Holder’s Warrant have been registered under the Act, otherwise may be sold pursuant to Rule 144 without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate for shares of the Securities that has not been so included in an effective registration statement or that has not been sold pursuant to an effective registration statement or an exemption that permits removal of the legend, shall bear a legend substantially in the following form, as appropriate:

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”). THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, (C) WITHIN THE UNITED STATES AFTER REGISTRATION OR IN ACCORDANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF APPLICABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) WITHIN THE UNITED STATES IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS AND THE HOLDER HAS PRIOR TO SUCH SALE FURNISHED TO THE CORPORATION AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION.

(b) Removal of Legend. The legend set forth above shall be removed and the Company shall issue to the Holder a new certificate therefor free of any transfer legend if (A) the Company shall have received an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Securities may be made without registration under the Act and the shares are so sold or transferred, (B) such Holder provides the Company with reasonable assurances that the Securities (to the extent such securities are deemed to have been acquired on the same date) can be sold pursuant to Rule 144 or (C) in the case of the Common Stock issuable upon exercise of the Warrant, such security is registered for sale by the Holder under an effective registration statement filed under the Act or otherwise may be sold pursuant to Rule 144 without any restriction as to the number of securities as of a particular date that can then be immediately sold. The Company shall cause its counsel to issue a legal opinion promptly after the effective date of any registration statement under the Act registering the resale of the Common Stock issuable upon exercise of the Warrant if required to effect the removal of the legend hereunder.

13. Assignability. Notwithstanding Section 12 hereof, subject to the transfer and securities law restrictions set forth in this Agreement, the Warrant Holder may assign, convey or transfer, in whole or in part, its rights under this Agreement and provide written notice to Company of any such assignment, conveyance or transfer. Upon any transfer, assignment, pledge, hypothecation or other disposition of the Warrant or of any rights granted hereunder in accordance with the terms of this Section 13, the Company shall if necessary issue or re-issue warrant agreements reflecting the appropriate rights and entitlements of the Warrant Holder and any transferee, assignee or pledgee after giving effect to such transfer, assignment or pledge.

[signatures on following page]

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of the day and year first above written.

	COMPANY: BioRegenx, Inc.


	By:
	Name: Title:	Bill Resides CEO

[Signature Page – Warrant Agreement]

EXHIBIT A

NOTICE OF EXERCISE

	TO:	BioRegenx, Inc.

		Address:
		Attn:

1. The undersigned hereby elects to purchase ___________ shares of Common Stock, [ ] per share, of BioRegenx, Inc. pursuant to the terms of the Warrant Agreement dated ______________, 2025, held by the undersigned, and tenders herewith payment of the purchase price of such shares in full.

2. Please issue a certificate or certificates representing said shares of Common Stock in the name of the undersigned or in such other name as is specified below:

___________________________________

(Name)

___________________________________

(Address)


	(Signature)


	Title:

_____________________

(Date)

Exhibit 10.1

THESE ARE SPECULATIVE SECURITIES WHICH INVOLVE A HIGH DEGREE OF RISK.

IN MAKING AN INVESTMENT DECISION, PURCHASERS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE RISKS INVOLVED. THE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED PURSUANT TO REGISTRATION THEREUNDER OR EXEMPTION THEREFROM. PURCHASERS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISK OF AN INVESTMENT IN THE SECURITIES FOR AN INDEFINITE PERIOD OF TIME.

CONVERTIBLE NOTE PURCHASE AGREEMENT

This Convertible Note Purchase Agreement (this “Agreement”), dated as of __________________, is entered into among BioRegenx, Inc., a Nevada corporation (the “Company”), and the persons and entities (each individually a “Purchaser,” and collectively, the “Purchasers”) named on the Schedule of Purchasers attached hereto (the “Schedule of Purchasers”).

WHEREAS, subject to the terms and conditions set forth herein, the Company wishes to issue and sell to the Purchasers, and the Purchasers wish to purchase from the Company, one or more secured convertible promissory notes in exchange for the consideration (the “Consideration”) set forth opposite each Purchaser’s name on the Schedule of Purchasers, which may be amended from time to time; and

WHEREAS, the Company is seeking minimum Consideration of $25,000 from each Purchaser, and up to $5,000,000 in total Consideration. The Company promises to pay Purchaser that amount indicated on Purchaser’s including any accrued but unpaid interest, two years from the date of the “Note”, the “Maturity Date”

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1. Purchase and Sale of Notes. In exchange for the Consideration paid by each Purchaser, the Company will sell and issue to such Purchaser one or more promissory notes, the form of which is attached hereto as Exhibit A (the “Notes”). Each Note will have a principal balance equal to that portion of the Consideration paid by such Purchaser for such Note, as set forth opposite such Purchaser’s name on the Schedule of Purchasers.

2. Closings.

2.1 Initial Closing. The initial closing of the sale of the Notes in return for the Consideration paid by each Purchaser (the “Initial Closing”) will take place remotely via the exchange of documents and signatures on the date of this Agreement, or at such other time and place as the Company and the Purchaser(s) agree upon orally or in writing. At the Initial Closing, each Purchaser will deliver the Consideration to the Company and the Company will deliver to each Purchaser one or more executed Notes in return for the respective Consideration provided to the Company.

2.2 Subsequent Closings. In any subsequent closing (each a “Subsequent Closing”), the Company may sell additional Notes subject to the terms of this Agreement to any Purchaser as it will select; provided that the aggregate principal amount of the Notes issued pursuant to this Agreement does not exceed $5,000,000. Any subsequent Purchasers of the Notes will become parties to and will be entitled to receive the Notes in accordance with, this Agreement. Each Subsequent Closing will take place remotely via the exchange of documents and signatures or at such locations and at such times as will be mutually agreed upon orally or in writing by the Company and such Purchasers of additional Notes. The Schedule of Purchasers will be updated to reflect the additional Notes purchased at each Subsequent Closing and the parties purchasing such additional Notes.

3. Payment of Indebtedness. Unless earlier converted into Conversion Shares (as defined below) in accordance with Section 4 below, the outstanding principal of a Note, together with interest on such unpaid principal from time to time outstanding computed from the date of the Note at the rate equal to sixteen percent (16%) per annum and paid semi-annually. Accrued interest shall be computed on the basis of a 365-day year, based on the actual number of days elapsed.

3.1 Principal. All payments of principal will be made in either, at each Purchaser’s sole discretion: (a) cash in lawful money of the United States of America paid and delivered at the principal office or residence of such Purchaser, or at such other place as such Purchaser may from time to time designate in writing to the Company; or (b) in the form of the Company’s common stock, par value $.0001 per share (the “Conversion Shares”) in that number thereof equal to the quotient (rounded down to the nearest whole share) obtained by dividing (i) the amount of outstanding principal by (ii) $0.09 (the “Conversion Price”).

3.2 Interest. From and including the date hereof to, but excluding, the Maturity Date (as defined below), interest on the Note(s) shall accrue on the unpaid principal amount (including as increased by all accrued and unpaid PIK Interest (as defined below)) of the Note(s) outstanding from time to time at a rate per annum equal to 16.00% and shall be payable in United States dollars semi-annually in arrears on June 30 and December 31 of each year (and on the Maturity Date), commencing on the closing date, or if any such day is not a Business Day, on the immediately prior Business Day (each, an “Interest Payment Date”). Payments of accrued interest equal to 6% will be made semi-annually in cash in lawful money of the United States of America. Payments of accrued interest equal to 10% on any Interest Payment Date will be paid by capitalizing such interest (the “PIK Interest”) and adding it to (and thereby increasing) the outstanding principal amount of the Note (as increased by any prior payments of PIK Interest). All interest on the Note so capitalized shall be paid on or prior to the Maturity Date in accordance with the terms and conditions of the Note. Interest shall be calculated on the basis of a 360-day year and actual days elapsed.

3.3 Certificates. As promptly as practicable after the repayment or conversion of each Note, the Company (at its expense) will have its transfer agent issue and deliver to the holder thereof a certificate or certificates evidencing the Conversion Shares (if certificated), or if the Conversion Shares are not certificated, will deliver a true and correct copy of the Company’s share register reflecting the Conversion Shares held by such holder. The Company will not be required to issue or deliver the Conversion Shares until the holder of such Note has surrendered the Note to the Company (or provided an instrument of cancellation or affidavit of loss).

4. Conversion. Each Note will be convertible into Conversion Shares pursuant to the following terms.

4.1 Optional Conversion. At any time prior to the Maturity Date, a Purchaser will have the right, but not the obligation, to convert some or all of its outstanding principal under a Note into that number of Conversion Shares equal to the quotient (rounded down to the nearest whole share) obtained by dividing (a) the amount of outstanding principal on the Note that a Purchaser wants to convert by (b) the Conversion Price. If a Purchaser elects to exercise the conversion right under this Section 4.1, it will give written notice (an “Optional Conversion Notice”) to the Company of its intent to exercise the conversion right under this Section 4.1. The Company will, as soon as practicable after receipt of the Optional Conversion Notice, issue and deliver to such Purchaser a certificate evidencing such Conversion Shares in accordance with Section 3.3.

4.2 Forced Conversion. Upon the Company listing on a National exchange, (for example, NYSE, NASDAQ) the Company may force conversion of the “Note” at the lesser of the “Conversion Price” or at a 15% discount to the National Exchange listing pricing. If the Company elects to exercise the conversion right under this Section 4.2, it will give written notice (a “Forced Conversion Notice”) to the Purchasers of its intent to exercise the conversion right under this Section 4.2. The Company will, as soon as practicable after delivery of the Forced Conversion Notice, issue and deliver to such Purchaser a certificate evidencing such Conversion Shares in accordance with Section 3.3.

4.3 No Fractional Shares. No fractional shares of the Company’s capital stock will be issued upon conversion of this Note. In lieu of any fractional share to which a Holder would otherwise be entitled, the Company will pay to such Holder in cash the amount of the unconverted principal and interest balance of this Note that would otherwise be converted into such fractional share.

4.4 Release. Upon full or partial conversion of a Note, the Company will be forever released from all of its obligations and liabilities under this Note with regard to the Amount Due being converted including, without limitation, the obligation to pay such portion of the Amount Due.

4.5 Impairment. The Company will not, by amendment of its Articles of Incorporation or Bylaws or through any reorganization, transfer of assets, consolidation, conversion, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all the provisions of this Section 4 and the Notes in the taking of all such action as may be necessary or appropriate in order to protect the conversion right against impairment.

4.6 Adjustment of Number of Conversion Shares. The number of Conversion Shares issuable upon the conversion of the Notes is subject to adjustment from time to time upon the occurrence of the events enumerated in this Section 4.6.

(a)

Change in Shares. In case the Company shall: (i) make a distribution on its equity securities in additional equity securities; (ii) subdivide its outstanding shares of equity securities into a greater number of equity securities; or (iii) combine its outstanding equity securities into a smaller number of equity securities, the Conversion Price and the number of Conversion Shares into which a Note is convertible shall be adjusted so that with respect to any Note thereafter surrendered for conversion under this Section 4 or interest paid under Section 3.2, the Purchasers shall be entitled to receive the number of Conversion Shares which the Purchasers would have owned or would have been entitled to receive after the happening of any of the events described above had a Note been converted immediately prior to the record date, in the case of a distribution, or the effective date, in the case of a subdivision or combination. An adjustment made pursuant to this Section 4.6(a) shall become effective immediately after the record date, in the case of a distribution, except as provided in Section 4.6(c), and shall become effective immediately after the effective date, in the case of a subdivision or combination. No adjustment in the Conversion Price shall be made if, at the same time as the Company shall issue equity securities as a distribution on the outstanding shares which would otherwise call for an adjustment in the Conversion Price, the Company shall issue such equity securities as a distribution on the outstanding Notes equivalent to the number and type of equity securities distributable on the outstanding equity securities (as if this Note were ultimately converted under Section 4.1).

(b)

Other Distributions. In case the Company shall distribute to all holders of its equity securities (including any such distribution made in connection with a consolidation, conversion or merger in which the Company is the continuing corporation) evidences of its indebtedness or assets (excluding cash distributions and distributions referred in Section 4.6(a) above or in the paragraph immediately following this paragraph) or rights, options or warrants, or convertible or exchangeable securities containing the right to subscribe for or purchase debt securities, assets or other securities of the Company (excluding those referred to in Section 4.6(a) above), then, in each case, the Company shall set aside and maintain for the benefit of the Purchasers the rights, options, warrants, or convertible or exchangeable securities, or evidences of indebtedness or assets, in an amount equal to the distribution of such item that the Purchasers would have been entitled to receive after the happening of any of the events described above had the Notes been converted under this Section 4 immediately prior to the record date of the distribution. Such rights, options, warrants, or convertible or exchangeable securities, or evidences of indebtedness or assets shall be delivered to the Purchasers upon conversion of the Notes.

(c)

Notice Upon Adjustment. Whenever there is an adjustment in the number or kind of equity securities issuable upon conversion of the Notes, or both, as provided in this Section 4.6, the Company shall: (i) issue a certificate signed by the chief executive of the Company, showing in detail the facts requiring such adjustment and the number and kind of equity securities issuable upon conversion of each Note after such adjustment; and (ii) cause a notice stating that such adjustment has been effected and stating the number and kind of equity securities issuable upon conversion of each Note to be sent by first class U.S. mail or electronic mail to the Purchasers.

(d)

Notice Upon Certain Events. If, at any time prior to the satisfaction in full of the debt evidenced by the Notes: (i) the Company shall declare any distribution payable in equity securities of the Company; or (ii) the Company shall authorize the issuance to all holders of equity securities of rights, options or warrants to subscribe for or purchase equity securities or of any other subscription rights or warrants; or (iii) the Company shall authorize the distribution to all holders of equity securities evidences of its indebtedness or assets; or (iv) the Board of Directors of the Company shall have approved any consolidation, conversion or merger to which the Company is a party and for which approval of any stockholders of the Company is required, or any sale, transfer or lease of all or substantially all of the assets of the Company or any reclassification or change of equity securities issuable upon conversion of the Notes (other than as a result of a subdivision or combination), or a tender offer or exchange offer for equity securities; or (v) the voluntary or involuntary dissolution, liquidation or winding up of the Company occurs; or (vi) the Company proposes to take any action which would require an adjustment in the number or kind of equity securities issuable upon conversion of the Notes pursuant to this Section 4.6; then the Company shall cause to be given to the Purchasers, at least ten (10) calendar days prior to the applicable record date specified, or promptly in the case of events for which there is no record date, a written notice stating:

(A)

the date as of which the holders of record of equity securities to be entitled to receive any such rights, options, warrants or distribution are to be determined;

(B)

the initial expiration date set forth in any tender offer or exchange offer for equity securities; or

(C)

the date on which any such consolidation, conversion, merger, sale, transfer, lease, reclassification, change, dissolution, liquidation or winding up is expected to become effective or consummated, and the date as of which it is expected that holders of record of equity securities shall be entitled to exchange such equity securities for securities or other property, if any, deliverable upon such consolidation, conversion, merger, sale, transfer, lease, reclassification, change, dissolution, liquidation or winding up.

(e)

The form of the Notes need not be changed because of any adjustment made pursuant to this Section 4.6, and any note issued in exchange or substitution thereof after such adjustment may state the same Conversion Price and the same number of Conversion Shares as are stated in the Notes. The Company may, however, at any time in its reasonable discretion make any change in the form of the Notes that it may reasonably deem appropriate because of any adjustment made pursuant to this Section 4.6 that does not affect the substance hereof, and any notes thereafter issued, whether in exchange or substitution for the Notes or otherwise, may be in the form as so changed.

6. Optional Prepayment. The Company shall have the privilege and option, without penalty or forfeiture, to pay the entire principal amount of the Notes or any part thereof, together with the appropriate number of Conversion Shares for all accrued interest thereon to the date of prepayment, at any time prior to the Maturity Date, but subject to the notice requirements as described below. Prior to making such payment, the Company shall provide each Purchaser with written notice 15 days prior to the date of payment or payoff, and during such 15-day period, each Purchaser shall have the right to convert its Note in accordance with Section 4.1 by providing the Optional Conversion Notice to the Company. In the event of prepayment, should a Purchaser wish NOT to convert, such Purchaser may take no action, or such Purchaser may notify the Company by written notice of such Purchaser’s demand to receive prepayment in lieu of optional conversion. For each prepayment of principal under the Notes, the Company shall pay each Purchaser a pro-rata amount of such prepayment based on the then outstanding principal under a Purchaser’s Note and the total then outstanding principal under all of the Notes.

7. Representations and Warranties of the Company. In connection with the transactions contemplated by this Agreement, the Company hereby represents and warrants to the Purchasers as follows:

7.1 Due Organization; Qualification and Good Standing. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada and has all requisite corporate power and authority to carry on its business as now conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify or to be in good standing would have a material adverse effect on the Company.

7.2 Authorization and Enforceability. All corporate action has been taken on the part of the Company and its officers, directors and stockholders necessary for the authorization, execution and delivery of this Agreement and the Notes. Except as may be limited by applicable bankruptcy, insolvency, reorganization or similar laws relating to or affecting the enforcement of creditors’ rights, the Company has taken all corporate action required to make all of the obligations of the Company reflected in the provisions of this Agreement and the Notes valid and enforceable in accordance with their terms.

8. Representations and Warranties of the Purchasers. In connection with the transactions contemplated by this Agreement, each Purchaser, severally and not jointly, hereby represents and warrants to the Company as follows:

8.1 Authorization. Each Purchaser has full power and authority (and, if such Purchaser is an individual, the capacity) to enter into this Agreement and to perform all obligations required to be performed by it hereunder. This Agreement, when executed and delivered by each Purchaser, will constitute such Purchaser’s valid and legally binding obligation, enforceable in accordance with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

8.2 Purchase Entirely for Own Account. Each Purchaser acknowledges that this Agreement is made with such Purchaser in reliance upon such Purchaser’s representation to the Company, which such Purchaser confirms by executing this Agreement, that the Notes and the Conversion Shares (collectively, the “Securities”) will be acquired for investment for such Purchaser’s own account, not as a nominee or agent (unless otherwise specified on such Purchaser’s signature page hereto), and not with a view to the resale or distribution of any part thereof, and that such Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, each Purchaser further represents that such Purchaser does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to the Securities. If other than an individual, each Purchaser also represents it has not been organized solely for the purpose of acquiring the Securities.

8.3 Disclosure of Information; Non-Reliance. Each Purchaser acknowledges that it has received all the information it considers necessary or appropriate to enable it to make an informed decision concerning an investment in the Securities. Each Purchaser further represents that it has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Securities. Each Purchaser confirms that the Company has not given any guarantee or representation as to the potential success, return, effect or benefit (either legal, regulatory, tax, financial, accounting or otherwise) of an investment in the Securities. In deciding to purchase the Securities, each Purchaser is not relying on the advice or recommendations of the Company and such Purchaser has made its own independent decision that the investment in the Securities is suitable and appropriate for such Purchaser. Each Purchaser understands that no federal or state agency has passed upon the merits or risks of an investment in the Securities or made any finding or determination concerning the fairness or advisability of this investment.

8.4 Investment Experience. Each Purchaser is an investor in securities of companies in the development stage and acknowledges that it is able to fend for itself, can bear the economic risk of its investment and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in the Securities.

8.5 Accredited Investor. Each Purchaser is an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”). Each Purchaser agrees to furnish any additional information requested by the Company to assure compliance with applicable U.S. federal and state securities laws in connection with the purchase and sale of the Securities.

8.6 Restricted Securities. Each Purchaser understands that the Securities have not been, and will not be, registered under the Securities Act or any state securities laws, by reason of specific exemptions under the provisions thereof which depend upon, among other things, the bona fide nature of the investment intent and the accuracy of each Purchaser’s representations as expressed herein. Each Purchaser understands that the Securities are “restricted securities” under U.S. federal and applicable state securities laws and that, pursuant to these laws, such Purchaser must hold the Securities indefinitely unless they are registered with the Securities and Exchange Commission and registered or qualified by state authorities, or an exemption from such registration and qualification requirements is available. Each Purchaser acknowledges that the Company has no obligation to register or qualify the Securities for resale and further acknowledges that, if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Securities, and on requirements relating to the Company which are outside of such Purchaser’s control, and which the Company is under no obligation, and may not be able, to satisfy.

8.7 No Active Public Market. The Company’s common stock is listed on the Over-the-Counter Pink Sheets. Each Purchaser understands that no active public market now exists for the Securities and that the Company has made no assurances that an active public market will ever exist for the Securities.

8.8 No General Solicitation. Each Purchaser, and its officers, directors, employees, agents, stockholders or partners have not either directly or indirectly, including through a broker or finder solicited offers for or offered or sold the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502 of Regulation D under the Securities Act or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act. Each Purchaser acknowledges that neither the Company nor any other person offered to sell the Securities to it by means of any form of general solicitation or advertising within the meaning of Rule 502 of Regulation D under the Securities Act or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act.

8.9 Residence. If the Purchaser is an individual, such Purchaser resides in the state or province identified in the address shown on such Purchaser’s signature page hereto. If the Purchaser is a partnership, corporation, limited liability company or other entity, such Purchaser’s principal place of business is located in the state or province identified in the address shown on such Purchaser’s signature page hereto.

8.10 Foreign Investors. If a Purchaser is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), such Purchaser hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Securities or any use of this Agreement, including (a) the legal requirements within its jurisdiction for the purchase of the Securities; (b) any foreign exchange restrictions applicable to such purchase; (c) any governmental or other consents that may need to be obtained; and (d) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, conversion, redemption, sale, or transfer of the Securities. Each such Purchaser’s subscription and payment for and continued beneficial ownership of the Securities will not violate any applicable securities or other laws of such Purchaser’s jurisdiction. Each such Purchaser acknowledges that the Company has taken no action in foreign jurisdictions with respect to the Securities.

8.11 No “Bad Actor” Disqualification. The Purchaser represents and warrants that neither (A) the Purchaser nor (B) any entity that controls the Purchaser or is under the control of, or under common control with, the Purchaser, is subject to any of the “bad actor” disqualifications described in Rule 506(d)(1)(i) through (viii), as modified by Rules 506(d)(2) and (d)(3), under the Securities Act (“Disqualification Events”), except for Disqualification Events covered by Rule 506(d)(2)(ii) or (iii) or (d)(3) under the Securities Act and disclosed in writing in reasonable detail to the Company. The Purchaser represents that the Purchaser has exercised reasonable care to determine the accuracy of the representation made by the Purchaser in this paragraph and agrees to notify the Company if the Purchaser becomes aware of any fact that makes the representation given by the Purchaser hereunder inaccurate.

9. Miscellaneous.

9.1 Successors and Assigns. Except as otherwise provided herein, the terms and conditions of this Agreement will inure to the benefit of, and be binding upon, the respective successors and assigns of the parties; provided, however, that the Company may not assign its obligations under this Agreement without the written consent of the holders of a majority-in-interest of the aggregate principal amount of the Notes then outstanding (the “Requisite Noteholders”). This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns, and nothing herein, express or implied, is intended to or will confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement, except as expressly provided in this Agreement.

9.2 Choice of Law. This Agreement and the Notes, and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute will be governed by and construed in accordance with the internal laws of the State of Tennessee, without giving effect to the conflict of law provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of Tennessee.

9.3 Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will be deemed to be one and the same agreement. Counterparts may be delivered via email (including PDF or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method, and any counterpart so delivered will be deemed to have been duly and validly delivered and be valid and effective for all purposes.

9.4 Titles and Subtitles. The titles and subtitles used in this Agreement are included for convenience only and are not to be considered in construing or interpreting this Agreement.

9.5 Notices. All notices and other communications given or made pursuant hereto will be in writing and will be deemed effectively given: (a) upon personal delivery to the party to be notified; (b) when sent by electronic mail; (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (d) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications will be sent to the respective parties at the addresses shown on the signature pages hereto (or to such email address, facsimile number or other address as subsequently modified by written notice given in accordance with this Section 9.5).

9.6 No Finder’s Fee. Each party represents that it neither is nor will be obligated to pay any finder’s fee, broker’s fee or commission in connection with the transactions contemplated by this Agreement. Each Purchaser agrees to indemnify and to hold the Company harmless from any liability for any commission or compensation in the nature of a finder’s or broker’s fee arising out of the transactions contemplated by this Agreement (and the costs and expenses of defending against such liability or asserted liability) for which each Purchaser or any of its officers, employees or representatives is responsible. The Company agrees to indemnify and hold each Purchaser harmless from any liability for any commission or compensation in the nature of a finder’s or broker’s fee arising out of the transactions contemplated by this Agreement (and the costs and expenses of defending against such liability or asserted liability) for which the Company or any of its officers, employees or representatives is responsible.

9.7 Expenses. Each party will pay all costs and expenses that it incurs with respect to the negotiation, execution, delivery and performance of this Agreement.

9.8 Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provisions will be excluded from this Agreement and the balance of the Agreement will be interpreted as if such provisions were so excluded and this Agreement will be enforceable in accordance with its terms.

9.9 Entire Agreement; Amendments and Waivers. This Agreement, the Notes and the other documents delivered pursuant hereto constitute the full and entire understanding and agreement between the parties regarding the subjects hereof and thereof. The Company’s agreements with each of the Purchasers are separate agreements, and the sales of the Notes to each of the Purchasers are separate sales. Notwithstanding the foregoing, any term of this Agreement or the Notes may be amended and the observance of any term of this Agreement or the Notes may be waived (either generally or in a particular instance and either retroactively or prospectively) with the written consent of the Company and the Requisite Noteholders. Any waiver or amendment effected in accordance with this Section 9.9 will be binding upon each party to this Agreement and each holder of a Note purchased under this Agreement then outstanding and each future holder of all such Notes.

9.10 Effect of Amendment or Waiver. Each Purchaser acknowledges and agrees that by the operation of Section 9.9 hereof, the Requisite Noteholders will have the right and power to diminish or eliminate all rights of such Purchaser under this Agreement and each Note issued to such Purchaser.

9.11 Transfer Restrictions.

(a) Limitations on Disposition. Without in any way limiting the representations and warranties set forth in this Agreement, each Purchaser agrees not to make any disposition of all or any portion of the Securities unless and until the transferee has agreed in writing for the benefit of the Company to make the representations and warranties set out in Section 8 and if requested by the Company, furnished the Company with an opinion of counsel reasonably satisfactory to the Company that such disposition will not require registration under the Securities Act. Notwithstanding the above, no such opinion of counsel shall be necessary for a transfer by the Purchaser to a partner (or retired partner) or member (or retired member) of the Purchaser in accordance with partnership or limited liability company interests, or transfers by gift, will or intestate succession to any spouse or lineal descendants or ancestors, if all transferees agree in writing to be subject to the terms hereof to the same extent as if they were the Purchasers hereunder. Each Purchaser agrees that it will not make any disposition of any of the Securities to the Company’s competitors, as determined in good faith by the Company.

(b) Legends. Each Purchaser understands and acknowledges that the Securities may bear the following legend:

THIS INSTRUMENT AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR UPON RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT.

9.12 Exculpation among Purchasers. Each Purchaser acknowledges that it is not relying upon any person, firm, corporation or stockholder, other than the Company and its officers and directors in their capacities as such, in making its investment or decision to invest in the Company. Each Purchaser agrees that no other Purchaser, nor the controlling persons, officers, directors, partners, agents, stockholders or employees of any other Purchaser, will be liable for any action heretofore or hereafter taken or not taken by any of them in connection with the purchase and sale of the Securities.

9.13 Further Assurances. From time to time, the parties will execute and deliver such additional documents and will provide such additional information as may reasonably be required to carry out the full intent and purpose of this Agreement and the Notes and any agreements executed in connection herewith, and to comply with state or federal securities laws or other regulatory approvals.

9.14 Waiver of Jury Trial. Each party hereby waives its rights to a jury trial of any claim or cause of action based upon or arising out of this Agreement, the Securities or the subject matter hereof or thereof. The scope of this waiver is intended to be all- encompassing of any and all disputes that may be filed in any court and that relate to the subject matter of this transaction, including, without limitation, contract claims, tort claims (including negligence), breach of duty claims, and all other common law and statutory claims. This Section 9.14 has been fully discussed by each of the parties hereto and these provisions will not be subject to any exceptions. Each party hereto hereby further represents and warrants that such party has reviewed this waiver with its legal counsel, and that such party knowingly and voluntarily waives its jury trial rights following consultation with legal counsel.

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, the parties hereto have executed this Convertible Note Purchase Agreement as of the date set forth above.

BioRegenx, Inc.

By: __________________________

William Resides

Chief Executive Officer

INDIVIDUAL SIGNATURE PAGE

All individual Purchasers must complete and sign this page. Total payment to be tendered is the amount on line 8.

Purchaser Name(s) (please print):

	2.	Social Security Number(s):

	3.	Form of Ownership (e.g., individual, joint tenants with rights of survivorship, tenants in common, community property):

Resident Address:

Mailing Address (if different from above):

Primary Contact No.:

E-mail Address:

Total Consideration:

	9.	Purchaser Signature: ______________________________

		Dated: __________

ENTITY SIGNATURE PAGE

All entity Purchasers must complete and sign this page. Total payment to be tendered is the amount on line 8.

1. Purchaser (Entity) Name (please print): __________________, a ___________[state] ______________[entity type]

Employer Identification Number: _________________________________

(Include Social Security Numbers if a Trust or Partnership)

Business/Principal Office Address: _______________________________

Mailing Address (if different from above): __________________________

Primary Contact No.: ( )

E-mail: _____________________________________________________

Total Consideration: ___________________________ ($25,000 minimum)

Purchaser Signature: ______________________________________ Dated: _______________

(person authorized to sign on behalf of investor)

Name: _________________________________

(please print)

Title: __________________________________

Exhibit 31

Certification of our Chief Executive Officer and Interim Chief Financial Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, William Resides, certify that:

1. I have reviewed this quarterly report on Form 10-Q/A of BioRegenx, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report, our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: October 9, 2024

/s/ William Resides

Name: William Resides

Titles: Chief Executive Officer, Interim Chief Financial Officer

(Principal Executive Officer, Principal Financial and Accounting Officer)

Exhibit 32

Certification of our Chief Executive Officer and Interim Chief Financial Officer

Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, William Resides, the Chief Executive Officer and Interim Chief Financial Officer of BioRegenx, Inc. (the “Company”), hereby certify, that, to my knowledge:

1. The Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024 (the “Report”) of the Company fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: October 9, 2024

/s/ William Resides

Name: William Resides

Titles: Chief Executive Officer, Interim Chief Financial Officer

(Principal Executive Officer, Principal Financial and Accounting Officer)

Cover - shares	6 Months Ended
Cover - shares	Jun. 30, 2024	Sep. 18, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2024
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--12-31
Entity File Number	000-56345
Entity Registrant Name	BIOREGENX, INC.
Entity Central Index Key	0001593184
Entity Tax Identification Number	30-1912453
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	7407 Ziegler Road
Entity Address, City or Town	Chattanooga
Entity Address, State or Province	TN
Entity Address, Postal Zip Code	37421
City Area Code	866
Local Phone Number	770-4067
Title of 12(g) Security	Common Stock, $0.001 par value
Entity Current Reporting Status	Yes
Entity Interactive Data Current	No
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		956,530,100

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Current Assets:
Cash and cash equivalents	$ 57,395	$ 125,402
Accounts receivable	10,943	104,581
Inventories, net	143,924	217,529
Prepaid expenses and other current assets	113,815	205,152
Total current assets	326,077	652,664
Property and equipment, net	225,493	13,723
Intangible assets, provisional, net	10,233,776	49,363
Goodwill, provisional	7,105,522	0
Other assets	0	150,000
TOTAL ASSETS	17,890,868	865,750
Current Liabilities:
Accounts payable	431,810	241,695
Accounts payable - related parties	196,517	213,516
Accrued expenses	398,058	346,677
Accrued interest - related party	351,603	292,190
Notes payable and loans (including $522,500 and $322,500 in default)	850,813	375,681
Notes payable and loans - related parties	995,294	963,215
Deferred revenue	195,938	354,203
Total current liabilities	3,420,033	2,787,177
Notes payable and loans, net of current	249,599	150,000
TOTAL LIABILITIES	3,669,632	2,937,177
Stockholders’ Equity/(Deficit):
Common stock, $0.001 par value; 1,500,000,000 shares authorized; 956,530,100 issued and outstanding as of June 30, 2024 and 770,833,296 as of December 31, 2023	956,530	770,833
Additional paid-in capital	30,040,648	9,676,656
Accumulated deficit	(16,776,564)	(12,517,978)
Accumulated other comprehensive income (loss)	618	(942)
TOTAL STOCKHOLDERS' EQUITY/(DEFICIT)	14,221,236	(2,071,427)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY/(DEFICIT)	17,890,868	865,750
Series A Preferred Stock [Member]
Stockholders’ Equity/(Deficit):
Series A preferred stock, non-dividend, 2,500 votes per share, $0.001 par value, 50,000,000 authorized; issued and outstanding 3,800	$ 4	$ 4

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Notes payable and loans default amount	$ 522,500	$ 322,500
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	1,500,000,000	1,500,000,000
Common stock, shares issued	956,530,100	770,833,296
Common stock, shares outstanding	956,530,100	770,833,296
Series A Preferred Stock [Member]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	50,000,000	50,000,000
Preferred stock, shares issued	3,800	3,800
Preferred stock, shares outstanding	3,800	3,800

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Revenues:
Gross sales	$ 857,534	$ 882,788	$ 1,542,483	$ 1,986,438
Returns	(123,502)	(19,510)	(258,903)	(47,576)
Net sales	734,032	863,278	1,283,580	1,938,862
Cost of sales	264,154	264,967	429,544	576,661
Gross profit	469,878	598,311	854,036	1,362,201
Operating expenses:
Distributors incentives	112,588	142,596	167,246	319,600
Selling, general and administrative	834,998	1,000,334	3,746,163	1,771,326
Amortization expense	562,089	0	1,059,860	0
Total operating expenses	1,509,675	1,142,930	4,973,269	2,090,926
Loss from operations	(1,039,797)	(544,619)	(4,119,233)	(728,725)
Other income (expense):
Interest income	0	1	0	2
Interest expense and financing costs	(66,331)	(49,843)	(139,353)	(95,576)
Total other expenses	(66,331)	(49,842)	(139,353)	(95,574)
Net loss	$ (1,106,128)	$ (594,461)	$ (4,258,586)	$ (824,299)
Weighted average common shares outstanding - basic	956,530,100	764,300,475	956,530,100	762,007,141
Weighted average common shares outstanding - diluted	956,530,100	764,300,475	956,530,100	762,007,141
Loss per share - basic	$ (0.00)	$ (0.00)	$ (0.00)	$ (0.00)
Loss per share - diluted	$ (0.00)	$ (0.00)	$ (0.00)	$ (0.00)
Comprehensive Income:
Net Loss	$ (1,106,128)	$ (594,461)	$ (4,258,586)	$ (824,299)
Other comprehensive income (loss)
Foreign currency translation adjustment	518	14,938	1,560	19,732
Other comprehensive loss	$ (1,105,610)	$ (579,523)	$ (4,257,026)	$ (804,567)

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT (Unaudited) - USD ($)	Common Stock [Member]	Preferred Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	AOCI Attributable to Parent [Member]	Total
Beginning balance, value at Dec. 31, 2022	$ 759,714	$ 4	$ 5,649,972	$ (8,917,896)	$ (19,732)	$ (2,527,938)
Beginning balance shares at Dec. 31, 2022	759,713,808	3,800
Issuance of common shares and warrants in private placement	$ 9,554		742,289			751,843
Issuance of common shares and warrants in private placement, shares	9,554,192
Net loss				(824,299)		(824,299)
Other comprehensive income					19,732	19,732
Ending balance, value at Jun. 30, 2023	$ 769,268	$ 4	6,392,261	(9,742,195)		(2,580,662)
Ending balance shares at Jun. 30, 2023	769,268,000	3,800
Beginning balance, value at Mar. 31, 2023	$ 762,388	$ 4	5,985,034	(9,147,734)	(14,938)	(2,415,246)
Beginning balance shares at Mar. 31, 2023	762,388,000	3,800
Issuance of common shares and warrants in private placement	$ 6,880		407,227			414,107
Issuance of common shares and warrants in private placement, shares	6,880,000
Net loss				(594,461)		(594,461)
Other comprehensive income					14,938	14,938
Ending balance, value at Jun. 30, 2023	$ 769,268	$ 4	6,392,261	(9,742,195)		(2,580,662)
Ending balance shares at Jun. 30, 2023	769,268,000	3,800
Beginning balance, value at Dec. 31, 2023	$ 770,833	$ 4	9,676,656	(12,517,978)	(942)	(2,071,427)
Beginning balance shares at Dec. 31, 2023	770,833,296	3,800
Issuance of common shares for services	$ 4,040		685,529			689,569
Beginning balance shares	4,040,000
Fair value of options issued to officers and directors for services			1,823,136			1,823,136
Fair value of common shares and warrants issued for refunds	$ 160		41,391			41,551
Beginning balance shares	160,000
Issuance of common shares and warrants as loan incentive	$ 144		20,695			20,839
Beginning balance shares	144,000
Issuance of common shares to acquire technology	$ 76,800		10,579,200			10,656,000
Beginning balance shares	76,800,000
Shares issued (retained) by Findit Inc's shareholders in merger with Findit, Inc.	$ 104,553		7,214,041			7,318,594
Beginning balance shares	104,552,804
Net loss				(4,258,586)		(4,258,586)
Other comprehensive income					1,560	1,560
Ending balance, value at Jun. 30, 2024	$ 956,530	$ 4	30,040,648	(16,776,564)	618	14,221,236
Ending balance shares at Jun. 30, 2024	956,530,100	3,800
Beginning balance, value at Mar. 31, 2024	$ 956,530	$ 4	29,799,102	(15,670,436)	99	15,085,299
Beginning balance shares at Mar. 31, 2024	956,530,100	3,800
Issuance of common shares for services			67,833			67,833
Fair value of options issued to officers and directors for services			172,854			172,854
Issuance of common shares and warrants as loan incentive			859			859
Net loss				(1,106,128)		(1,106,128)
Other comprehensive income					519	519
Ending balance, value at Jun. 30, 2024	$ 956,530	$ 4	$ 30,040,648	$ (16,776,564)	$ 618	$ 14,221,236
Ending balance shares at Jun. 30, 2024	956,530,100	3,800

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
OPERATING ACTIVITIES:
Net loss	$ (4,258,586)	$ (824,299)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	1,070,261	2,387
Amortization of debt discounts	24,801	0
Fair value of options issued to officers and directors for services	1,823,136	0
Fair value of common shares issued for services	689,569	0
Fair value of warrants issued for refunds	19,351	0
Change in operating assets and liabilities (net of amounts acquired):
Accounts receivable	93,638	2,884
Inventories	73,605	(76,833)
Prepaid expenses and other assets	91,337	(51,680)
Accounts payable	190,115	(387,333)
Accounts payable - related parties	(16,999)	(62,949)
Accrued expenses and other liabilities	(5,167)	124,528
Accrued expenses and other liabilities - related parties	59,413	59,310
Deferred Revenue	(136,065)	228,032
Net cash used in operating activities	(281,591)	(985,953)
INVESTING ACTIVITIES:
Purchases of property and equipment	(189,390)	0
Purchases of Intangibles	(2,652)	0
Cash acquired in DocSun transaction	1,445	0
Net cash used in investing activities	(190,597)	0
FINANCING ACTIVITIES:
Note and loan payments	(29,458)	(177,000)
Increase in note and loan balances	400,000	0
Increase in note and loan balances - related parties	32,079	0
Proceeds from the issuance of common stock	0	751,844
Net cash provided by financing activities	402,621	574,844
NET EFFECT OF EXCHANGE RATE FLUCTUATIONS	1,560	19,732
NET DECREASE IN CASH AND CASH EQUIVALENTS	(68,007)	(391,377)
CASH AND CASH EQUIVALENTS, BEGINNING BALANCE	125,402	616,696
CASH AND CASH EQUIVALENTS, ENDING BALANCE	57,395	225,319
CASH PAID FOR:
Interest	36,621	53,814
Income taxes	0	0
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.	10,656,000	0
Fair value of common stock issued upon acquisition of intangible property and goodwill in the merger with Findit, Inc.	7,318,594	0
Fair value of common stock and warrants issued for refunds offset to deferred revenue	22,200	0
Fair value of common stock and warrants issued for loan fees offset to loan discounts	20,839	0
Reclass of deposits to intangibles	150,000	0
Debt discount upon issuance of notes payable	$ 30,000	$ 0

Pay vs Performance Disclosure - USD ($)	3 Months Ended		6 Months Ended
Pay vs Performance Disclosure - USD ($)	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Pay vs Performance Disclosure [Table]
Net Income (Loss)	$ (1,106,128)	$ (594,461)	$ (4,258,586)	$ (824,299)

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Jun. 30, 2024
Insider Trading Arrangements [Line Items]
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

Jun. 30, 2024

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 1—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and Business

Basis of Presentation of Unaudited Financial Information

Going Concern

Use of Estimates

Fair Value of Financial Instruments

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.

Translation of Foreign Currencies

Cash and Cash Equivalents

Inventories

Accounts Receivable

Income Taxes

Property and Equipment

Leases

Acquisitions and Business Combinations

Intangible Assets

Revenue Recognition

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

Other Revenue

Gross revenue received consisted of the following product sources:


	For the three months ended
	06/30/2024		6/30/2023
Medical testing	$	338,319	$	165,486
Wellness devices		107,961		132,118
Nutritional		408,815		583,358
Other sales		2,439		1,826
Total Gross Sales	$	857,534	$	882,788

	For the six months ended
	06/30/2024		6/30/2023
Medical testing	$	498,964	$	319,686
Wellness devices		166,348		519,811
Nutritional		870,055		1,131,096
Other sales		7,116		15,845
Total Gross Sales	$	1,542,483	$	1,986,438

Gross revenue received consisted of the following customer types:


	For the three months ended
	6/30/2024		6/30/2023
Medical and Academic	$	459,962	$	301,019
Customers and Direct Sales		397,572		527,235
Reseller		–		54,534
Total Gross Sales	$	857,534	$	882,788

	For the six months ended
	6/30/2024		6/30/2023
Medical and Academic	$	773,511	$	604,672
Customers and Direct Sales		706,026		1,287,346
Reseller		62,946		94,420
Total Gross Sales	$	1,542,483	$	1,986,438

Deferred Revenue

Independent Business Partners Incentives

Selling, General and Administrative

Equity-Based Compensation

Advertising

Research and Development

Net Income (Loss) per Share

Segments

Reclassifications

Recently Issued Accounting Standards

INVENTORIES

6 Months Ended

Jun. 30, 2024

Inventory Disclosure [Abstract]

INVENTORIES

NOTE 2—INVENTORIES

Inventories, which consist of finished goods, are comprised of the following:

Schedule of inventories
Finished Goods:	06/30/2024		12/31/2023
Medical testing	$	37,680	$	108,799
Wellness devices		41,929		12,905
Nutritional		64,315		95,825
Total Finished Goods	$	143,924	$	217,529

PREPAID EXPENSES AND OTHER CURRENT ASSETS

6 Months Ended

Jun. 30, 2024

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

PREPAID EXPENSES AND OTHER CURRENT ASSETS

NOTE 3—PREPAID EXPENSES AND OTHER CURRENT ASSETS

Prepaid expenses and other current assets consisted of the following:


	06/30/2024		12/31/2023
Prepaid commissions	$	5,162	$	62,467
Other current assets		108,653		142,685
Total	$	113,815	$	205,152

ACQUISITION OF DOCSUN TECHNOLOGY

6 Months Ended

Jun. 30, 2024

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

ACQUISITION OF DOCSUN TECHNOLOGY

NOTE 4 – ACQUISITION OF DOCSUN TECHNOLOGY

MERGER TRANSACTION WITH FINDIT

6 Months Ended

Jun. 30, 2024

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

MERGER TRANSACTION WITH FINDIT

NOTE 5 – MERGER TRANSACTION WITH FINDIT

Effective March 8, 2024, BioRegenx, Inc, a Nevada corporation was merged into Findit, Inc., with Findit, inc. being the surviving company.

Pursuant to the merger, all of the issued and outstanding BioRegenx, Inc., a Nevada corporation, common and preferred shares were exchanged for 851,977,296 common shares and 3,800 Series A preferred shares of the Registrant which represented 90.0% of the voting securities of the Registrant. Concurrently, holder(s) of the Registrant’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 Registrant. Simultaneously, the majority shareholders retired a total of 172,197,602 common shares, as a result the existing shareholder of Findit retained 104,552,804 shares of common stock valued at $7,318,594. Due to the change in control the accounting acquirer in the merger is BioRegenx, Inc., a Nevada Corporation the Financial Accounting Standards Board’s Accounting Standard Codification (ASC) Topic 805. This accounting acquiree (Findit) is accounted for as an acquisition and the activities of the acquired company are included in the consolidated financial statements starting with the acquisition. Assets are liabilities are reported at the purchase price allocated to the relative fair market value. The financial information reported before the merger date is that of the accounting acquirer, with adjustments to capital accounts and share amounts to reflect the surviving company’s legal capital structure. The name of the Registrant was changed from Findit, Inc. to BioRegenx, Inc.


	$ Amount
Consideration
BioRegenx common stock 104,552,804 shares	$	7,318,595

Recognized amounts of identifiable assets acquired and liabilities assumed
Intangibles - search engine, domain, website, source code, provisional	$	468,553
Accrued expenses		(3,037	)
Accrued Interest		(27,074	)
Loan Payable		(225,369	)
		213,073
Goodwill, provisional		7,105,522

Total	$	7,318,595

Acquisition related costs	$	80,221

The proforma results of operations of Findit for the three and six month periods ended June 30, 2023 were not material.

INTANGIBLES

6 Months Ended

Jun. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

INTANGIBLES

NOTE 6—INTANGIBLES

Identifiable Intangible assets consisted of the following:


	06/30/2024			12/31/2023
DocSun intangibles, provisional	$	10,773,220		$	–
Application in progress		51,863			49,363
Findit intangibles, provisional		468,553			–
Total		11,293,636			49,363
Less accumulated amortization		(1,059,860	)		–
Net intangible assets	$	10,233,776		$	49,363

The technology acquired from DocSun and Findit is being amortized based on its expected useful life of 5 years.

The amortization amount for the next 5 years and thereafter is as follows:

Schedule of amortization
	2024		2025		2026		2027		2028		Thereafter
DocSun intangibles	$	897,768	$	2,154,644	$	2,154,644	$	2,154,644	$	2,154,644	$	226,238
Findit intangibles		52,650		93,711		93,711		93,711		93,711		11,838
Application in progress		51,863		–		–		–		–		–
Total	$	1,002,281	$	2,248,355	$	2,248,355	$	2,248,355	$	2,248,355	$	238,076

PROPERTY AND EQUIPMENT

6 Months Ended

Jun. 30, 2024

Property, Plant and Equipment [Abstract]

PROPERTY AND EQUIPMENT

NOTE 7—PROPERTY AND EQUIPMENT

COMMITMENTS AND CONTINGENCIES

6 Months Ended

Jun. 30, 2024

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 8—COMMITMENTS AND CONTINGENCIES

Lease Commitments

Warrants issuable upon financing

Company disputes and other claims

STOCK AWARDS PLAN

6 Months Ended

Jun. 30, 2024

Share-Based Payment Arrangement [Abstract]

STOCK AWARDS PLAN

NOTE 9—STOCK AWARDS PLAN

For stock options granted, the Company estimated the fair value of each stock option at grant dates using the Black-Scholes option-pricing model with the following assumptions:

Schedule of stock options assumptions
	06/30/2024		2023
Risk-free interest rate		4.67%		4.50%
Expected dividend yield		0.00%		0.00%
Expected volatility		130%		125%
Expected life		4 yr		2 yr

A summary of the stock options and warrants outstanding as of June 30, 2024 and December 31, 2023 follows:


	Number of Shares		Weighted -Average Exercise Price
Outstanding as of December 31, 2023		23,334,016	$	0.22
Granted		23,783,328		0.13
Forfeited		–		–
Outstanding as of June 30, 2024		47,117,344	$	0.18
Exercisable at June 30, 2024		23,321,328	$	0.19

Warrants Outstanding and Exercisable at June 30, 2024


Range of Exercise Price	# of Warrants outstanding		Weighted Average Exercise Price
$ 0.13 to 0.37		23,321,328	$	0.19

The outstanding and exercisable warrants had no intrinsic as on June 30, 2024.

ISSUANCE OF COMMON STOCK

6 Months Ended

Jun. 30, 2024

Equity [Abstract]

ISSUANCE OF COMMON STOCK

NOTE 10—ISSUANCE OF COMMON STOCK

Issuance of common stock and warrants for refunds

LOANS

6 Months Ended

Jun. 30, 2024

Debt Disclosure [Abstract]

LOANS

NOTE 11—LOANS

Loans from unrelated parties are as follows:


	06/30/2024			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		4,510			32,181
(D) Alder note, net of discount		151,401			–
(D) Genisis Glass note, net of discount		151,401			–
(E) EIDL notes ($400,000 and $200,000 in default, respectively)		550,000			350,000
(F) Josephson note, net of discount		49,800			–
(F) Adams note, net of discount		24,900			–
(F) Thomas note, net of discount		24,900			–
(G) Other		21,000			21,000
Total		1,100,412			525,681
Less current portion		(850,813	)		(375,681	)
Total long term	$	249,599		$	150,000

(E) EIDL Notes

Debt Payoff Schedule

The Company has outstanding long-term debt obligations that will be paid off over the next five years. The following table summarizes the principal payments due in each fiscal year:

Debt Payoff Schedule

The Company has outstanding long-term debt obligations that will be paid off over the next five years. The following table summarizes the principal payments due in each fiscal year:

Schedule of principal payments
Long-Term Debt Payoff Schedule	Balance at		Principal Payments										2029 and
	6/30/2024		2024		2025		2026		2027		2028		thereafter
EIDL loan September 2020	$	150,000	$	8,772	$	8,772	$	8,772	$	1,904	$	3,274	$	144,822
EIDL loan August 2021, in Default		200,000		200,000		–		–		–		–		–
EIDL loan September 2022, in Default		200,000		200,000		–		–		–		–		–
	$	550,000	$	408,772	$	8,772	$	8,772	$	1,904	$	3,274	$	144,822

(G) The other loan does not have stated terms.

Related Party Loans


Related Party	06/30/2024		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
JS Bird		32,079		–	A
Richard Long		39,862		39,862	B
	$	995,294	$	963,215

(A)	Entity controlled by current officer or director

(B)	Relative of former 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 loan indicated with a B does not have stated terms.

The entire balance of related party loans is recorded as current liabilities.

Total accrued interest on related party debts was $351,603 at June 30, 2024 and $292,190 at December 31, 2023.

RELATED-PARTY TRANSACTIONS

6 Months Ended

Jun. 30, 2024

RELATED-PARTY TRANSACTIONS

NOTE 12 — RELATED-PARTY TRANSACTIONS

Rental

Royalties

Distribution Agreement

Legal Counsel

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:

Schedule of related party payables
Related Party Payables	06/30/2024		12/31/2023
Due to officers	$	187,410	$	204,612
Due to former officer		9,107		8,904
Total	$	196,517	$	213,516

Equity Instruments Issued for Service

See (Note 9) for discussion of options issued to officers and directors

SUBSEQUENT EVENTS

6 Months Ended

Jun. 30, 2024

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 13—SUBSEQUENT EVENTS

Subsequent Financing

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

6 Months Ended

Jun. 30, 2024

Accounting Policies [Abstract]

Organization and Business

Basis of Presentation of Unaudited Financial Information

Going Concern

Use of Estimates

Fair Value of Financial Instruments

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.

Translation of Foreign Currencies

Cash and Cash Equivalents

Inventories

Accounts Receivable

Income Taxes

Property and Equipment

Leases

Acquisitions and Business Combinations

Intangible Assets

Revenue Recognition

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

Other Revenue

Gross revenue received consisted of the following product sources:


	For the three months ended
	06/30/2024		6/30/2023
Medical testing	$	338,319	$	165,486
Wellness devices		107,961		132,118
Nutritional		408,815		583,358
Other sales		2,439		1,826
Total Gross Sales	$	857,534	$	882,788

	For the six months ended
	06/30/2024		6/30/2023
Medical testing	$	498,964	$	319,686
Wellness devices		166,348		519,811
Nutritional		870,055		1,131,096
Other sales		7,116		15,845
Total Gross Sales	$	1,542,483	$	1,986,438

Gross revenue received consisted of the following customer types:


	For the three months ended
	6/30/2024		6/30/2023
Medical and Academic	$	459,962	$	301,019
Customers and Direct Sales		397,572		527,235
Reseller		–		54,534
Total Gross Sales	$	857,534	$	882,788

	For the six months ended
	6/30/2024		6/30/2023
Medical and Academic	$	773,511	$	604,672
Customers and Direct Sales		706,026		1,287,346
Reseller		62,946		94,420
Total Gross Sales	$	1,542,483	$	1,986,438

Deferred Revenue

Independent Business Partners Incentives

Selling, General and Administrative

Equity-Based Compensation

Advertising

Research and Development

Net Income (Loss) per Share

Segments

Reclassifications

Recently Issued Accounting Standards

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

6 Months Ended

Jun. 30, 2024

Customer Lists [Member]

Product Information [Line Items]

Schedule of gross revenue, customer types


	For the three months ended
	6/30/2024		6/30/2023
Medical and Academic	$	459,962	$	301,019
Customers and Direct Sales		397,572		527,235
Reseller		–		54,534
Total Gross Sales	$	857,534	$	882,788

	For the six months ended
	6/30/2024		6/30/2023
Medical and Academic	$	773,511	$	604,672
Customers and Direct Sales		706,026		1,287,346
Reseller		62,946		94,420
Total Gross Sales	$	1,542,483	$	1,986,438

Product [Member]

Product Information [Line Items]

Schedule of gross revenue, customer types


	For the three months ended
	06/30/2024		6/30/2023
Medical testing	$	338,319	$	165,486
Wellness devices		107,961		132,118
Nutritional		408,815		583,358
Other sales		2,439		1,826
Total Gross Sales	$	857,534	$	882,788

	For the six months ended
	06/30/2024		6/30/2023
Medical testing	$	498,964	$	319,686
Wellness devices		166,348		519,811
Nutritional		870,055		1,131,096
Other sales		7,116		15,845
Total Gross Sales	$	1,542,483	$	1,986,438

INVENTORIES (Tables)

6 Months Ended

Jun. 30, 2024

Inventory Disclosure [Abstract]

Schedule of inventories

Schedule of inventories
Finished Goods:	06/30/2024		12/31/2023
Medical testing	$	37,680	$	108,799
Wellness devices		41,929		12,905
Nutritional		64,315		95,825
Total Finished Goods	$	143,924	$	217,529

PREPAID EXPENSES AND OTHER CURRENT ASSETS (Tables)

6 Months Ended

Jun. 30, 2024

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Schedule of prepaid expenses and other current assets


	06/30/2024		12/31/2023
Prepaid commissions	$	5,162	$	62,467
Other current assets		108,653		142,685
Total	$	113,815	$	205,152

MERGER TRANSACTION WITH FINDIT (Tables)

6 Months Ended

Jun. 30, 2024

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

Schedule of fair value of the assets acquired and liabilities assumed


	$ Amount
Consideration
BioRegenx common stock 104,552,804 shares	$	7,318,595

Recognized amounts of identifiable assets acquired and liabilities assumed
Intangibles - search engine, domain, website, source code, provisional	$	468,553
Accrued expenses		(3,037	)
Accrued Interest		(27,074	)
Loan Payable		(225,369	)
		213,073
Goodwill, provisional		7,105,522

Total	$	7,318,595

Acquisition related costs	$	80,221

INTANGIBLES (Tables)

6 Months Ended

Jun. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of identifiable intangible assets


	06/30/2024			12/31/2023
DocSun intangibles, provisional	$	10,773,220		$	–
Application in progress		51,863			49,363
Findit intangibles, provisional		468,553			–
Total		11,293,636			49,363
Less accumulated amortization		(1,059,860	)		–
Net intangible assets	$	10,233,776		$	49,363

Schedule of amortization

Schedule of amortization
	2024		2025		2026		2027		2028		Thereafter
DocSun intangibles	$	897,768	$	2,154,644	$	2,154,644	$	2,154,644	$	2,154,644	$	226,238
Findit intangibles		52,650		93,711		93,711		93,711		93,711		11,838
Application in progress		51,863		–		–		–		–		–
Total	$	1,002,281	$	2,248,355	$	2,248,355	$	2,248,355	$	2,248,355	$	238,076

STOCK AWARDS PLAN (Tables)

6 Months Ended

Jun. 30, 2024

Share-Based Payment Arrangement [Abstract]

Schedule of stock options assumptions

Schedule of stock options assumptions
	06/30/2024		2023
Risk-free interest rate		4.67%		4.50%
Expected dividend yield		0.00%		0.00%
Expected volatility		130%		125%
Expected life		4 yr		2 yr

Schedule of stock options and warrants outstanding


	Number of Shares		Weighted -Average Exercise Price
Outstanding as of December 31, 2023		23,334,016	$	0.22
Granted		23,783,328		0.13
Forfeited		–		–
Outstanding as of June 30, 2024		47,117,344	$	0.18
Exercisable at June 30, 2024		23,321,328	$	0.19

Schedule of warrants outstanding and exercisable


Range of Exercise Price	# of Warrants outstanding		Weighted Average Exercise Price
$ 0.13 to 0.37		23,321,328	$	0.19

LOANS (Tables)

6 Months Ended

Jun. 30, 2024

Debt Disclosure [Abstract]

Schedule of loans from unrelated parties


	06/30/2024			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		4,510			32,181
(D) Alder note, net of discount		151,401			–
(D) Genisis Glass note, net of discount		151,401			–
(E) EIDL notes ($400,000 and $200,000 in default, respectively)		550,000			350,000
(F) Josephson note, net of discount		49,800			–
(F) Adams note, net of discount		24,900			–
(F) Thomas note, net of discount		24,900			–
(G) Other		21,000			21,000
Total		1,100,412			525,681
Less current portion		(850,813	)		(375,681	)
Total long term	$	249,599		$	150,000

Schedule of principal payments

Schedule of principal payments
Long-Term Debt Payoff Schedule	Balance at		Principal Payments										2029 and
	6/30/2024		2024		2025		2026		2027		2028		thereafter
EIDL loan September 2020	$	150,000	$	8,772	$	8,772	$	8,772	$	1,904	$	3,274	$	144,822
EIDL loan August 2021, in Default		200,000		200,000		–		–		–		–		–
EIDL loan September 2022, in Default		200,000		200,000		–		–		–		–		–
	$	550,000	$	408,772	$	8,772	$	8,772	$	1,904	$	3,274	$	144,822

Schedule of principal amount of debt from related party


Related Party	06/30/2024		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
JS Bird		32,079		–	A
Richard Long		39,862		39,862	B
	$	995,294	$	963,215

RELATED-PARTY TRANSACTIONS (Tables)

6 Months Ended

Jun. 30, 2024

Schedule of related party payables

Schedule of related party payables
Related Party Payables	06/30/2024		12/31/2023
Due to officers	$	187,410	$	204,612
Due to former officer		9,107		8,904
Total	$	196,517	$	213,516

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details - Other revenue product sources) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Product Information [Line Items]
Total Gross Sales	$ 857,534	$ 882,788	$ 1,542,483	$ 1,986,438
Medical Testing [Member]
Product Information [Line Items]
Total Gross Sales	338,319	165,486	498,964	319,686
Wellness Devices [Member]
Product Information [Line Items]
Total Gross Sales	107,961	132,118	166,348	519,811
Nutritional [Member]
Product Information [Line Items]
Total Gross Sales	408,815	583,358	870,055	1,131,096
Other Sales [Member]
Product Information [Line Items]
Total Gross Sales	$ 2,439	$ 1,826	$ 7,116	$ 15,845

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details - Other revenue customer types) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Total Gross Sales	$ 857,534	$ 882,788	$ 1,542,483	$ 1,986,438
Medical And Academic [Member]
Total Gross Sales	459,962	301,019	773,511	604,672
Customers And Direct Sales [Member]
Total Gross Sales	397,572	527,235	706,026	1,287,346
Reseller [Member]
Total Gross Sales	$ 0	$ 54,534	$ 62,946	$ 94,420

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)		3 Months Ended		6 Months Ended		12 Months Ended
	Mar. 08, 2024	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Net loss		$ 1,106,128	$ 594,461	$ 4,258,586	$ 824,299
Cash in operations				281,591	985,953
Working capital deficit				3,093,956
Cash on hand		57,395		57,395		$ 125,402
Notes payable in default amount		522,500		522,500		322,500
Impairment of property and equipment		0				0
Recognition of revenue				330,645
Deferred revenue current		195,938		195,938		354,203
Related to the fair value of equity instruments issued for refunds				236,684		193,811
Advertising costs		16,377	42,979	28,079	92,086
Research and development costs		$ 7,500	$ 80,781	$ 35,809	$ 175,072
Accrued expenses reclassified amount						$ 72,000
Options And Warrants [Member]
Dilutive shares				47,117,344
Unvested Shares [Member]
Dilutive shares				3,872,000
Wellness Products Omitted Component [Member]
Deferred revenue for orders with omitted components							$ 65,166
Recognition of revenue				$ 65,166
Findit [Member]
Voting control description	Registrant which represented 90.0% of the voting securities of the Registrant. Concurrently, holder(s) of the Registrant’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 Registrant. Simultaneously, the majority shareholders retired a total of 172,197,602 common shares. As a result of the merger, the former shareholders of Findit retained 104,552,804 shares of common stock. The exchange value of Registrant’s stock that was retained was valued at $7,318,594
Split of common shares	16 for 1 split of its common shares
Common Stock [Member] \| Findit [Member]
Number of shares exchanged	851,977,296
Series A Preferred Stock [Member] \| Findit [Member]
Number of shares exchanged	3,800

INVENTORIES (Details) - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Total Finished Goods	$ 143,924	$ 217,529
Medical Testing [Member]
Total Finished Goods	37,680	108,799
Wellness Devices [Member]
Total Finished Goods	41,929	12,905
Nutritional [Member]
Total Finished Goods	$ 64,315	$ 95,825

PREPAIDS EXPENSES AND OTHER CURRENT ASSETS (Details) - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Prepaid commissions	$ 5,162	$ 62,467
Other current assets	108,653	142,685
Total	$ 113,815	$ 205,152

ACQUISITION OF DOCSUN TECHNOLOGY (Details Narrative) - Doc Sun Biomedical Holdings Inc [Member] - USD ($)		12 Months Ended
	Jan. 08, 2024	Dec. 31, 2023
Business Acquisition [Line Items]
Acquired percentage	100.00%
Exchange shares	76,800,000
Common stock value	$ 10,656,000
Deposit amount paid		$ 150,000
Total acquisition cost	10,820,713
Estimated value	10,773,000
Other assets	$ 33,000

MERGER TRANSACTION WITH FINDIT (Details - Fair value of the assets acquired and liabilities assumed) - USD ($)	Mar. 08, 2024	Jun. 30, 2024	Dec. 31, 2023
Business Acquisition [Line Items]
Goodwill, provisional		$ 7,105,522	$ 0
Findit [Member]
Business Acquisition [Line Items]
BioRegenx common stock shares	104,552,804
Consideration	$ 7,318,595
Recognized amounts of identifiable assets acquired and liabilities assumed, Intangibles - search engine, domain, website, source code	468,553
Recognized amounts of identifiable assets acquired and liabilities assumed, Accrued expenses	(3,037)
Recognized amounts of identifiable assets acquired and liabilities assumed, Accrued Interest	(27,074)
Recognized amounts of identifiable assets acquired and liabilities assumed, Loan Payable	(225,369)
Recognized amounts of identifiable assets acquired and liabilities assumed	213,073
Goodwill, provisional	7,105,522
Total	7,318,595
Acquisition related costs	$ 80,221

MERGER TRANSACTION WITH FINDIT (Details Narrative) - Findit [Member]	Mar. 08, 2024 shares
Business Acquisition [Line Items]
Number of shares exchanged	104,552,804
Voting control description	Registrant which represented 90.0% of the voting securities of the Registrant. Concurrently, holder(s) of the Registrant’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 Registrant. Simultaneously, the majority shareholders retired a total of 172,197,602 common shares, as a result the existing shareholder of Findit retained 104,552,804 shares of common stock valued at $7,318,594.
Common Stock [Member]
Business Acquisition [Line Items]
Number of shares exchanged	851,977,296
Series A Preferred Stock [Member]
Business Acquisition [Line Items]
Number of shares exchanged	3,800

INTANGIBLES (Details - Identifiable intangible assets) - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Finite-Lived Intangible Assets [Line Items]
Total	$ 11,293,636	$ 49,363
Less accumulated amortization	(1,059,860)	0
Net intangible assets	10,233,776	49,363
Doc Sun Intangibles [Member]
Finite-Lived Intangible Assets [Line Items]
Total	10,773,220	0
Application In Progress [Member]
Finite-Lived Intangible Assets [Line Items]
Total	51,863	49,363
Findit Intangibles [Member]
Finite-Lived Intangible Assets [Line Items]
Total	$ 468,553	$ 0

INTANGIBLES (Details - Amortization of intangibles)	Jun. 30, 2024 USD ($)
Finite-Lived Intangible Assets [Line Items]
2024	$ 1,002,281
2025	2,248,355
2026	2,248,355
2027	2,248,355
2028	2,248,355
Thereafter	238,076
Doc Sun Intangibles [Member]
Finite-Lived Intangible Assets [Line Items]
2024	897,768
2025	2,154,644
2026	2,154,644
2027	2,154,644
2028	2,154,644
Thereafter	226,238
Findit Intangibles [Member]
Finite-Lived Intangible Assets [Line Items]
2024	52,650
2025	93,711
2026	93,711
2027	93,711
2028	93,711
Thereafter	11,838
Application In Progress [Member]
Finite-Lived Intangible Assets [Line Items]
2024	51,863
2025	0
2026	0
2027	0
2028	0
Thereafter	$ 0

INTANGIBLES (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
INTANGIBLES (Details Narrative) - USD ($)	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Finite-Lived Intangible Assets [Line Items]
Amortization of intangible assets	$ 569,730	$ 0	$ 1,059,860	$ 0
Doc Sun Intangibles [Member]
Finite-Lived Intangible Assets [Line Items]
Expected useful life	5 years		5 years
Findit Intangibles [Member]
Finite-Lived Intangible Assets [Line Items]
Expected useful life	5 years		5 years

PROPERTY AND EQUIPMENT (Details Narrative) - USD ($)	3 Months Ended
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($)	Jun. 30, 2024	Jun. 30, 2023
Property, Plant and Equipment [Line Items]
Depreciation of property and equipment	$ 7,642	$ 1,194
Computer Software, Intangible Asset [Member]
Property, Plant and Equipment [Line Items]
Estimated useful lives	5 years
Other Equipment [Member]
Property, Plant and Equipment [Line Items]
Estimated useful lives	4 years

COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)	1 Months Ended	6 Months Ended
	Aug. 31, 2023	Jun. 30, 2024
Hitesh Juneja [Member]
Loss Contingencies [Line Items]
Warrant issue, description	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 $1,000,000 of equity, with a maximum percentage of 7% for larger equity fundings.
Chattanooga Tennessee [Member]
Loss Contingencies [Line Items]
Monthly rent		$ 1,725
Alpine Utah [Member] \| Minimum [Member]
Loss Contingencies [Line Items]
Monthly rent		825
Alpine Utah [Member] \| Maximum [Member]
Loss Contingencies [Line Items]
Monthly rent		2,445
Various Locations [Member]
Loss Contingencies [Line Items]
Monthly rent		$ 1,000

STOCK AWARDS PLAN (Details - Assumptions) - Equity Option [Member]	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Risk-free interest rate	4.67%	4.50%
Expected dividend yield	0.00%	0.00%
Expected volatility	130.00%	125.00%
Expected life	4 years	2 years

STOCK AWARDS PLAN (Details - Stock options and warrants outstanding) - Stock Option And Warrants [Member]	6 Months Ended
	Jun. 30, 2024 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares, beginning balance \| shares	23,334,016
Weighted average exercise price, beginning balance \| $ / shares	$ 0.22
Number of shares, granted \| shares	23,783,328
Weighted average exercise price, granted \| $ / shares	$ 0.13
Number of shares, forfeited \| shares	0
Weighted average exercise price, forfeited \| $ / shares	$ 0
Number of shares, ending balance \| shares	47,117,344
Weighted average exercise price, ending balance \| $ / shares	$ 0.18
Number of shares, exercisable \| shares	23,321,328
Weighted average exercise price, exercisable \| $ / shares	$ 0.19

STOCK AWARDS PLAN (Details - Warrants outstanding and exercisable) - Warrant [Member]	6 Months Ended
	Jun. 30, 2024 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Range of exercise price, lower range	$ 0.13
Range of exercise price, upper range	$ 0.37
Warrants outstanding \| shares	23,321,328
Weighted average exercise price	$ 0.19

STOCK AWARDS PLAN (Details Narrative)	6 Months Ended
STOCK AWARDS PLAN (Details Narrative)	Jun. 30, 2024 USD ($) $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Awards granted, fair value	$ 10,656,000
Warrants outstanding	0
Warrants exercisable	$ 0
Stock Awards Plan [Member] \| Two Consultants [Member] \| Equity Option [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Awards granted, shares \| shares	23,573,328
Stock Awards Plan [Member] \| Two Officers And Directors [Member] \| Equity Option [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Award vesting description	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.
Number of shares vested, fair value	$ 1,823,136
Number of shares unvested, fair value	$ 1,028,000
Stock price \| $ / shares	$ 0.12
Awards granted, fair value	$ 2,851,047
Stock Awards Plan [Member] \| Common Stock [Member] \| Two Consultants [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Awards granted, shares \| shares	7,912,000
Awards granted, fair value	$ 1,097,790
Award vesting description	One tranche of shares of stock issued had a vesting term of 50% at grant date, 25% on 1st year anniversary date of the offer, and the remaining 25% on 2nd year anniversary from the offer date.
Number of shares vested \| shares	4,040,000
Number of shares vested, fair value	$ 689,569
Number of shares unvested \| shares	3,872,000
Number of shares unvested, fair value	$ 408,221

ISSUANCE OF COMMON STOCK (Details Narrative) - USD ($)	1 Months Ended		6 Months Ended
ISSUANCE OF COMMON STOCK (Details Narrative) - USD ($)	Jan. 31, 2024	Nov. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Equity Option [Member]
Class of Stock [Line Items]
Number of shares issued, shares	160,000	480,000
Number of shares issued, value	$ 19,351	$ 67,180
Fair value of shares and options issued			$ 41,551
Fair value of shares and options increased returns			22,200
Fair value of shares and options returns reserves			$ 19,351
Common Stock [Member]
Class of Stock [Line Items]
Number of shares issued, shares	160,000	2,080,000		9,554,192
Number of shares issued, value	$ 22,200	$ 390,000		$ 751,843
Common Stock [Member] \| Minimum [Member]
Class of Stock [Line Items]
Stock price				$ 0.156
Common Stock [Member] \| Maximum [Member]
Class of Stock [Line Items]
Stock price				$ 0.188

LOANS (Details - Loans from unrelated parties) - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Debt Instrument [Line Items]
Loans from unrelated parties	$ 1,100,412	$ 525,681
Less current portion	(850,813)	(375,681)
Total long term	249,599	150,000
Howard Note In Default [Member]
Debt Instrument [Line Items]
Loans from unrelated parties	50,000	50,000
Howard Note In Default 1 [Member]
Debt Instrument [Line Items]
Loans from unrelated parties	50,000	50,000
Goff Note In Default [Member]
Debt Instrument [Line Items]
Loans from unrelated parties	22,500	22,500
Insurance Notes [Member]
Debt Instrument [Line Items]
Loans from unrelated parties	4,510	32,181
Alder Note [Member]
Debt Instrument [Line Items]
Loans from unrelated parties	151,401	0
Genisis Glass Note [Member]
Debt Instrument [Line Items]
Loans from unrelated parties	151,401	0
EIDL Notes [Member]
Debt Instrument [Line Items]
Loans from unrelated parties	550,000	350,000
Default amount	400,000	200,000
Josephson Note [Member]
Debt Instrument [Line Items]
Loans from unrelated parties	49,800	0
Adams Note [Member]
Debt Instrument [Line Items]
Loans from unrelated parties	24,900	0
Thomas Note [Member]
Debt Instrument [Line Items]
Loans from unrelated parties	24,900	0
Other [Member]
Debt Instrument [Line Items]
Loans from unrelated parties	$ 21,000	$ 21,000

LOANS (Details - Principal payments) - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Debt Instrument [Line Items]
Outstanding long-term debt obligations	$ 1,100,412	$ 525,681
EIDL Notes [Member]
Debt Instrument [Line Items]
Outstanding long-term debt obligations	550,000	$ 350,000
2024	408,772
2025	8,772
2026	8,772
2025	1,904
2028	3,274
2029 and thereafter	144,822
EIDL Notes [Member] \| September 2020 [Member]
Debt Instrument [Line Items]
Outstanding long-term debt obligations	150,000
2024	8,772
2025	8,772
2026	8,772
2025	1,904
2028	3,274
2029 and thereafter	144,822
EIDL Notes [Member] \| August 2021 [Member]
Debt Instrument [Line Items]
Outstanding long-term debt obligations	200,000
2024	200,000
2025	0
2026	0
2025	0
2028	0
2029 and thereafter	0
EIDL Notes [Member] \| September 2022 [Member]
Debt Instrument [Line Items]
Outstanding long-term debt obligations	200,000
2024	200,000
2025	0
2026	0
2025	0
2028	0
2029 and thereafter	$ 0

LOANS (Details - Principal amount of debt from related parties) - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Defined Benefit Plan Disclosure [Line Items]
Principal amount	$ 995,294	$ 963,215
Libertas Trust [Member]
Defined Benefit Plan Disclosure [Line Items]
Principal amount	180,000	180,000
Wilshire Holding Trust [Member]
Defined Benefit Plan Disclosure [Line Items]
Principal amount	518,000	518,000
Resco Enterprises Trust [Member]
Defined Benefit Plan Disclosure [Line Items]
Principal amount	157,747	157,747
Avis Trust [Member]
Defined Benefit Plan Disclosure [Line Items]
Principal amount	67,606	67,606
JS Bird [Member]
Defined Benefit Plan Disclosure [Line Items]
Principal amount	32,079	0
Richard Long [Member]
Defined Benefit Plan Disclosure [Line Items]
Principal amount	$ 39,862	$ 39,862

LOANS (Details Narrative) - USD ($)				1 Months Ended	3 Months Ended	6 Months Ended	12 Months Ended
LOANS (Details Narrative) - USD ($)	Jun. 01, 2024	May 03, 2024	Feb. 13, 2016	Jan. 31, 2024	Jun. 30, 2024	Jun. 30, 2024	Dec. 31, 2023
Debt Instrument [Line Items]
Accrued interest on related party debts						$ 351,603	$ 292,190
Howard Note In Default [Member]
Debt Instrument [Line Items]
Interest rate					2.50%	2.50%
Increased interest rate per month						3.50%
Note, description						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.
Howard Note In Default 1 [Member]
Debt Instrument [Line Items]
Interest rate					2.50%	2.50%
Increased interest rate per month						3.50%
Note, description						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.
Goff Note In Default [Member]
Debt Instrument [Line Items]
Maturity date, description			February 13th, 2016
Original note advanced			$ 15,000
Called for payment amount			$ 22,500
Interest note, description						The note provides for a 4% interest rate per annum after the maturity date.
Insurance Notes [Member]
Debt Instrument [Line Items]
Maturity amount	$ 14,752	$ 1,357
Alder Note [Member] \| Doc Sun Biomedical Holdings Inc [Member]
Debt Instrument [Line Items]
Maturity date, description				The notes are due in twelve months from the note date or before if the company brings in equity equal to $1,500,000.
Note issued				$ 165,000
Original issue discount				15,000
Loan fee				$ 1,000
Common shares issued				4,500
Fair value				$ 9,990
Unamortized discounts				$ 19,376
Genisis Glass Note [Member] \| Doc Sun Biomedical Holdings Inc [Member]
Debt Instrument [Line Items]
Maturity date, description				The notes are due in twelve months from the note date or before if the company brings in equity equal to $1,500,000.
Note issued				$ 165,000
Original issue discount				15,000
Loan fee				$ 1,000
Common shares issued				4,500
Fair value				$ 9,990
Unamortized discounts				$ 19,376
EIDL Notes [Member] \| Small Business Administrations COVID-19 Recovery Program [Member]
Debt Instrument [Line Items]
Maturity date, description						The notes maturity dates are May 17, 2050 for a $150,000 note, July 12, 2051 for a $200,000 note and July 17, 2050 for the Findit EIDL loan.
Note issued					$ 150,000	$ 150,000	$ 350,000
Current balance for delinquent loans					$ 400,000
Findit E I D L Loan [Member] \| Small Business Administrations COVID-19 Recovery Program [Member]
Debt Instrument [Line Items]
Interest rate					3.75%	3.75%
Note issued					$ 200,000	$ 200,000
Thomas Note [Member]
Debt Instrument [Line Items]
Interest note, description						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.
Unamortized discounts					$ 820	$ 820
Conversion price					$ 0.09	$ 0.09
Convertion, description						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.
Proceeds						$ 100,000
Warrants					50,000	50,000
Fair value of warrants						$ 839

RELATED-PARTY TRANSACTIONS (Details - Related party payables) - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2024	Dec. 31, 2023
Related Party Transaction [Line Items]
Total	$ 196,517	$ 213,516
Officer [Member]
Related Party Transaction [Line Items]
Total	187,410	204,612
Former Officer [Member]
Related Party Transaction [Line Items]
Total	$ 9,107	$ 8,904

RELATED-PARTY TRANSACTIONS (Details Narrative) - USD ($)	3 Months Ended				6 Months Ended
	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Related Party Transaction [Line Items]
Rent paid	$ 5,175		$ 5,175		$ 10,350	$ 10,350
Royalties paid		$ 2,975		$ 3,374	5,536	7,325
Legal fees					5,000	53,189
Resides Enterprises B [Member]
Related Party Transaction [Line Items]
Total short-term advances	$ 184,197				184,197		$ 204,612
Distribution Agreement [Member] \| Glyco Check BV [Member]
Related Party Transaction [Line Items]
Amounts paid or accrued					0	$ 0
Chattanooga Tennessee [Member]
Related Party Transaction [Line Items]
Monthly rent					$ 1,725

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