Quarterly Report for Quarter Ending September 30, 2025 (Form 10-Q)

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 produce 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.

The Company develops and manufactures medical test equipment and high quality, science-based nutritional products. The Company distributes wellness devices. The products are sold nationally through a direct selling channel, to health professionals and research organizations.

Results of Operations

The following discussion may contain forward-looking statements, and our actual results may differ materially from the results suggested by these forward-looking statements. The Company assumes no obligation to revise or update any forward-looking statements for any reason, except as required by law.

We are a smaller reporting company and have incurred substantial losses in connection with our operations. We will need substantial capital to fund working capital in order to pursue our current plans to develop our business.

The tables presented below compare our results of operations for the three and nine months ended September 30, 2025 to the three and nine months ended September 30, 2024, in both dollars and percentages.

		For the Three Months Ended
		September 30, 2025				September 30, 2024				$ Variance Favorable/ (Unfavorable)				% Variance Favorable/ (Unfavorable)
Revenues:
Gross sales		$	509,532			$	596,510			$	(86,978	)			-15%
Returns			(1,777	)			(473	)			(1,304	)			276%
Net sales			507,755				596,037				(88,282	)			-15%
Cost of sales			81,358				114,389				33,031				29%
Gross profit			426,397				481,648				(55,251	)			-11%
Operating Expenses
Distributors incentives			2,316				10,587				8,272				78%
Selling, general and administrative			432,540				236,279				(196,261	)			-83%
Amortization expense			-				562,089				562,089				100%
Total operating expenses			434,856				808,955				374,099				-46%
Loss from Operations			(8,459	)			(327,307	)			318,848				97%
Interest expense and financing costs			(72,106	)			(67,553	)			(4,553	)			-7%
Net loss		$	(80,565	)		$	(394,860	)		$	314,295				80%

For the three months ended September 30, 2025, the Company had gross sales of $509,532 and returns of $(1,777) resulting in net sales of $507,755. Comparatively, for the three months ended September 30, 2024, the Company had gross sales of $596,510 and returns of $(473) resulting in net sales of $596,037. Net sales decreased by 15% and returns increased by 276% for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. The resulting decrease in net sales and returns related to the product issues experienced with the medical testing machine and its effect on nutritional sales.

Cost of sales were $81,358 resulting in gross profit of $426,397 for the three months ended September 30, 2025. Cost of sales were $114,389 resulting in gross profit of $481,648 for the three months ended September 30, 2024. Cost of goods sold decreased by 29% and gross profit decreased by 11% for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. The resulting decrease related to lower product sales caused by the effects on the distributor base, which was partially offset by nutritional sales from other channels, from product issues experienced with the medical testing machine.

For the three months ended September 30, 2025, the Company paid out distributors' incentives of $2,316 and other selling, general and administrative expenses of $432,540 resulting in total operating expenses of $434,856. These selling, general and administrative expenses consisted primarily of employee expenses of $80,191 and other operating expenses of $352,349. Other operating expenses consisted of advertising and marketing of $27,586, depreciation expense of $12,377, software costs of $2,490, bank and payment charges of $10,994, contract labor of $5,723, legal and accounting of $72,596, professional services of $147,816, which includes $80,078 of fair value of grants of common shares, insurance of $9,531, taxes and licenses of $160, rent & lease of $6,564 and miscellaneous expenses of $56,512. Additionally, the Company had interest expense and financial costs of $72,106 resulting in net loss of $(80,565) for the three months ended September 30, 2025.

Comparatively, for the three months ended September 30, 2024, the Company paid out distributors' incentives of $10,587, recorded $562,089 in amortization expense and other selling, general and administrative expenses of $236,279 resulting in total operating expenses of $808,955. These selling, general and administrative expenses consisted primarily of employee expenses of $126,240 and $(249,753) in recapture of compensation expense related to forfeitures of unvested warrants and other operating expenses of $359,792. Other operating expenses consisted of advertising and marketing of $18,298, depreciation expense of $12,377, software costs of $12,172, bank and payment charges of $22,686, contract labor of $33,343, legal and accounting of $168,435, professional services of $159,232 and $(107,479) in recapture of professional services expense related to forfeitures of unvested warrants, insurance of $12,757, taxes and licenses of $1,081, rent & lease of $8,854 and miscellaneous expenses of $18,035. Additionally, the Company had interest expense and financial costs of $67,553 resulting in net loss of $(394,860) for the three months ended September 30, 2024.

Distributor incentives decreased by 78% for the three months ended September 30, 2025 compared to the three months ended September 30, 2024 as a result of the reduction in sales between the periods. Selling, general and administrative expenses, excluding amortization, increased by 83% and amortization decreased 100% for the three months ended September 30, 2025 compared to the three months ended September 30, 2024, increases relating to equity compensation granted and decreases related to reductions in legal, accounting, professional, and amortization costs during the three months ended September 30, 2025.

The Company had a loss from operations of $(8,459) and $(327,307) for the three months ended September 30, 2025 and September 30, 2024, respectively. For those same periods, the Company had interest expense and interest expense and financing costs of $(72,106) and $(67,553). As a result, the Company had a net loss of $(80,565) and $(394,860) for the three months ended September 30, 2025 and September 30, 2024, respectively. Net loss decreased by nearly 97% and interest expense increased by 7% for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. The resulting decreases related to decreases in returns related to the product issues experienced with the medical testing machine and a resulting equity refund offer by the Company, legal, accounting, professional and amortization expenses. Interest expense increased due to higher debt balances during the three months ended September 30, 2025 compared to the three months ended September 30, 2024.

		For the Nine Months Ended
		September 30, 2025				September 30, 2024				$ Variance Favorable/ (Unfavorable)				% Variance Favorable/ (Unfavorable)
Revenues:
Gross sales		$	1,472,806			$	2,138,993			$	(666,187	)			-31%
Returns			(3,934	)			(259,376	)			255,442				98%
Net sales			1,468,872				1,879,617				(410,745	)			-22%
Cost of sales			283,989				543,933				259,944				48%
Gross profit			1,184,883				1,335,684				(150,801	)			-11%
Operating Expenses
Distributors incentives			13,581				177,833				164,252				92%
Selling, general and administrative			1,454,635				3,982,443				2,527,808				63%
Amortization expense			25,000				1,621,948				1,596,948				98%
Total operating expenses			1,493,216				5,782,224				4,289,008				74%
Loss from Operations			(308,333	)			(4,446,540	)			4,138,207				93%
Interest expense and financing costs			(217,431	)			(206,906	)			(10,525	)			-5%
Net loss		$	(525,764	)		$	(4,653,446	)		$	4,127,682				89%

For the nine months ended September 30, 2025, the Company had gross sales of $1,472,806 and returns of $(3,934) resulting in net sales of $1,468,872. Comparatively, for the nine months ended September 30, 2024, the Company had gross sales of $2,138,933 and returns of $(259,376) resulting in net sales of $1,879,617. Net sales decreased by 22% and returns decreased by 98% for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. The resulting decrease in net sales related to the product issues experienced with the medical testing machine and its effect on nutritional sales.

Cost of sales were $283,989 resulting in gross profit of $1,184,883 for the nine months ended September 30, 2025. Cost of sales were $543,933 resulting in gross profit of $1,335,684 for the nine months ended September 30, 2024. Cost of goods sold decreased by 48% and gross profit decreased by11% for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. The resulting decrease related to lower product sales caused by the effects on the distributor base, which was partially offset by nutritional sales from other channels, from product issues experienced with the medical testing machine.

For the nine months ended September 30, 2025, the Company paid out distributors' incentives of $13,581 and other selling, general and administrative expenses of $1,479,635 resulting in total operating expenses of $1,493,216. These selling, general and administrative expenses consisted primarily of employee expenses of $311,540 and other operating expenses of $1,168,095. Other operating expenses consisted of advertising and marketing of $73,153, depreciation and amortization expense of $62,130, software costs of $6,369, bank and payment charges of $35,380, contract labor of $61,862, legal and accounting of $308,206, professional services of $400,657, which includes $254,021 of fair value of grants of common shares, insurance of $29,951, taxes and licenses of $6,285, rent & lease of $33,740 and miscellaneous expenses of $150,362. Additionally, the Company had interest expense and financial costs of $217,431 resulting in net loss of $(525,764) for the nine months ended September 30, 2025.

Comparatively, for the nine months ended September 30, 2024, the Company paid out distributors' incentives of $177,833, recorded $1,621,948 in amortization expense and other selling, general and administrative expenses of $3,982,443 resulting in total operating expenses of $5,782,224. The other selling, general and administrative expenses consisted primarily of employee expenses of $1,605,534, which includes net fair value of option compensation of $1,070,948, and other operating expenses of $2,376,909. Operating expenses consisted of advertising and marketing of $46,378, depreciation expense of $22,778, software costs of $47,981, bank and payment charges of $59,758, contract labor of $139,949, legal and accounting of $441,438, professional services of $1,447,490, which includes net fair value of option compensation of $420,888, insurance of $53,273, taxes and licenses of $13,848, postage of $8,627, rent & lease of $29,074, travel of $4,733 and miscellaneous expenses of $61,582. Additionally, the Company had interest expense and financial costs of $206,906 resulting in net loss of $(4,653,446) for the nine months ended September 30, 2024.

Distributor incentives decreased by 92% for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 as a result of the reduction in distributor sales between the periods. Selling, general and administrative expenses, excluding amortization, decreased by 63%, and amortization expense decreased by 98% for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, relating primarily to decreases relating to equity compensation granted and legal, accounting, professional, and amortization costs during the nine months ended September 30, 2025.

The Company had a loss from operations of $(308,333) and $(4,446,540) for the nine months ended September 30, 2025 and September 30, 2024, respectively. For those same periods, the Company had interest expense and financing costs of $217,431 and $206,906. As a result, the Company had a net loss of $(525,764) and $(4,653,446) for the nine months ended September 30, 2025 and September 30, 2024, respectively. Net loss decreased by 89% and interest expense increased by 5% for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. The resulting decreases related to decreases in net sales related to the product issues experienced with the medical testing machine and its effect on nutritional sales which were offset by decreased in equity compensation, legal, accounting, professional and amortization expenses. Interest expense increased due to higher debt balances during the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024.

Customer credits are treated as contra-revenue and the company has not had a change in its returns reserve methodology.

Liquidity and Capital Resources

Operating Activities.

For the nine months ended September 30, 2025, the Company had net loss of $(525,764). During that period, the Company incurred depreciation and amortization expense of $62,130, amortization of debt discount of $2,295, issued common shares for services with a fair value of $254,021, capitalized interest to loan balances of $10,792 and issued common shares as loan incentives with a fair value of $5,900. The Company had a change in operating assets and liabilities consisting of an increase in accounts receivable of $(47,618), a decrease in inventories of $1,716, a decrease in prepaid expenses and other assets of $69,087, an increase in accounts payable of $32,173, an increase in accounts payable - related parties of $171,984, decrease in accrued expenses and other liabilities of $(72,361), an increase in accrued interest - related parties of $106,234 and a decrease of deferred revenue of $(101,253). As a result, the Company had net cash used in operating activities of $(30,664) for the nine months ended September 30, 2025.

Comparatively, For the nine months ended September 30, 2024, the Company had net loss of $(4,653,446). During that period, the Company incurred depreciation and amortization expense of $1,644,726, amortization of debt discount of $33,410, issued options to officers and directors with a fair value of $1,491,833, issued common shares for services with a fair value of $757,403, capitalized interest to loan balances of $2,923 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 $85,139, a decrease in inventories of $58,803, a decrease in prepaid expenses and other assets of $82,362, an increase in accounts payable of $251,108, a decrease in accounts payable - related parties of $(34,869), an increase in accrued expenses and other liabilities of $23,273, an increase in accrued interest -related parties of $91,716 and a decrease of deferred revenue of $(166,429). As a result, the Company had net cash used in operating activities of $(312,787) for the nine months ended September 30, 2024.

Investing Activities.

For the nine months ended September 30, 2025, the Company made purchases of property and equipment of $(6,000) and acquired intangibles of $(50,000). As a result, the Company had net cash used in investing activities of $(56,000) for the nine months ended September 30, 2025

For the nine months ended September 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 nine months ended September 30, 2024.

Financing Activities.

For the nine months ended September 30, 2025, the Company made note and loan payments of $(70,266) and raised funds through notes payable amounting to $147,507. As a result, the Company had net cash provided by financing activities of $77,241.

For the nine months ended September 30, 2024, the Company made note and loan payments of $(39,770), had an increase in note and loan balances of $456,754 and had an increase in note and loan balances - related parties of $32,079. As a result, the Company had net cash provided by financing activities of $449,063 for the nine months ended September 30, 2024.

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.

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:

		09/30/2025				12/31/2024
(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			9,510				11,128
(D) Alder note, net of discount			152,914				163,644
(D) Genesis Glass note, net of discount			142,294				165,000
(E) EIDL notes ($400,000 in default)			550,000				550,000
(F) Stripe Capital			83,651				-
(G) Other			165,027				126,479
Total			1,225,895				1,138,751
Less unamortized discount			-				(874	)
Less current portion			(1,044,826	)			(883,271	)
Total long term		$	181,069			$	254,606

(A)	The first Howard note was advanced on 06/28/2016 and the second on 04/03/2017 to Microvascular Health Solutions, LLC. Both notes had one-year terms and both notes are in default. The stated interest rate on each note was 2.5% per month, upon default the interest rate increased to 3.5% per month. The notes are secured by the accounts receivable of the borrower. At year end after the default each note contained a provision entitling the lender to 5% ownership in the borrower, a consolidated subsidiary. The Company estimates that if the interest in the subsidiary were converted into its common shares it would represent an equivalent of 29,400,000 common shares, which would only be issuable in lieu of the interest in the subsidiary, if agreed upon by the Company.
(B)	The Goff note had a maturity date of February 13th, 2016, the note is in default. The original note advanced $15,000 and called for a payment of $22,500 on the maturity date. The note provides for a 4% interest rate per annum after the maturity date.
(C)	Insurance notes are from finance companies that provided short term financing of insurance premiums. The notes require ten installments.
(D)	On January 10th, 2024, the Company issued two unsecured notes for $165,000 each, Alder and Genesis 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 and the issuance of 72,000 common shares with a fair value of $9,990 were paid to each lender as an additional loan fee, resulting in an aggregate loan discount of $49,980 which was amortized over the initial life of the loan. Subsequent to December 31, 2024 the loans were extended until October 9th, 2025 by agreement with the lender. The extension terms call for 1% interest per month and $5,000 payments per month on the Genesis Glass note until May 2025 at which time the payments become $5,000 per month for each note. The Company has issued 250,000 common shares to the lender for each note extended. In the event of default, the Company will issue the lender 3,000,000 shares of its common stock and the monthly interest rate increase to 1.5%. On October 9, 2025, the Adler and Genesis Glass notes were restructured and extended to October 11, 2026. The balance of each note was replaced by a single note equal to the existing principal balance of the old notes. The new note carries a 1% interest rate per month and a require payment of $10,000 per month.

(E)	Long Term Notes - EIDL
	As of December 31, 2023, the Company had two outstanding economic injury disaster loans (EIDL loan) issued under the Small Business Administration's COVID-19 recovery program of $200,000 and $150,000. During 2024, the Company assumed another EIDL loan in the amount of $200,000 upon the acquisition of Findit, Inc. (see Note 5) resulting in total balance due as of December 31, 2024 of $550,000. The EIDL loans are secured by the Company's assets. 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, all of the 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 $200,000 Findit EIDL loan.
	As of September 30, 2025, the Company was delinquent on payments on two of the EIDL loans in the aggregate amount of $400,000, and such amounts have been reflected as current in the accompanying financial statements.
(F)	On July 24th 2025, the Company took out a loan from Stripe Capital, a company affiliated with one of its credit card processors. The original principal of the loan was $105,800. The finance charge is stated as a fixed amount of $7,935 or 7% of the amount to be repaid. Payments are made on a daily basis with 22% of the sales volume processed through the Stripe merchant account being applied against the total amount to be repaid. There is a minimum repayment amount of $12,637 that applies to each 60 day period which has not affected the repayment amounts as of September 30, 2025. The loan does not have a fixed term for repayment but is expected to be fully repaid in 8 to 10 months. The remaining principal balance at September 30, 2025 is $83,651.
(G)	As of September 30, 2025, five notes were issued for proceeds totaling $160,000. A total of 80,000 warrants with a fair value of $1,284 were issued in relation to the note proceeds and were recorded as a valuation discount to be amortized over the life of the note (of which $-0- remains to be amortized at September 30, 2025). One of the convertible notes with an original principal amount of $30,000 is owned to a related party and the balance is reported in the Related Party Loans section below. 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. A total of $14,027 interest is included in the loan balances under (G) in the table above.

Related Party Loans

BioRegenx and its subsidiaries have financed past activities, in part, with unsecured borrowings from certain related parties. Each of the listed loans below indicated with an A are demand loans that have a one-year term and an auto renewal feature. They bear interest rates from 8% to 16% per annum. The loan indicated with a B does not have stated terms. See note 10 for description of security.

The principal amount of debt from related parties is summarized in the following table:

Related Party		09/30/2025				12/31/2024
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				32,079			A
Thomas Power			33,403				31,093			A
Richard Long			39,862				39,862			B
		$	1,028,697			$	1,026,387

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

Total accrued interest on related party debts was $530,511 at September 30, 2025 and $424,277 at December 31, 2024.