UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

Mark One

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~March~~June 3130, 2025

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

For the transition period from to

Commission File No. 333-234487

BIOSCIENCE HEALTH INNOVATIONS INC.

(Exact name of registrant as specified in its charter)

Nevada	7374	98-1498782
(State or Other Jurisdiction of	(Primary Standard Industrial	(IRS Employer
Incorporation or Organization)	Classification Number)	Identification Number)

2722 South West Temple

Salt Lake City, UT 84115

(Address of principal executive offices)

Registrant’s telephone number, including area code: (801) 949-0791

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None		None		None

Securities registered pursuant to Section 12(g) of the Act: Common stock, par value $0.0001

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). 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 an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated Filer ☐
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 checkmark 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 issuer’s classes of common stock, as of the practicable date:

Class		Outstanding as of ~~May~~August 76, 2025
Common Stock: $0.0001 par value		43,916,221

TABLE OF CONTENTS

PART 1	FINANCIAL INFORMATION
Item 1.	Financial Statements	43
	Condensed Consolidated Balance Sheets (unaudited)	54
	Condensed Consolidated Statements of Operations (unaudited)	65
	Condensed Consolidated Statements of Stockholders’ Equity (Deficit) (unaudited)	76
	Condensed Consolidated Statements of Cash Flows (unaudited)	87
	Notes to Financial Consolidated Statements (unaudited)	98
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1413
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	19
Item 4.	Controls and Procedures	19
PART II	OTHER INFORMATION	20
Item 1.	Legal Proceedings	20
Item 1A.	Cybersecurity	20
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	20
Item 3.	Defaults Upon Senior Securities	20
Item 4.	Mine Safety Disclosures	20
Item 5.	Other Information	20
Item 6.	Exhibits	21
	Signatures	22

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

While the information presented in the accompanying financial statements is unaudited, it includes all adjustments which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows for the periods presented in accordance with the accounting principles generally accepted in the United States of America (“US GAAP”). In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. Certain information and footnote disclosures normally included in financial statements prepared in accordance with US GAAP have been condensed or omitted. These financial statements should be read in conjunction with the Company’s December 31, 2024 audited ~~financial~~ financial statements and notes thereto. Operating results for the ~~three~~six months ended ~~March~~June 3130, 2025 are not necessarily indicative of the ~~results~~ results that can be expected for the year ending December 31, 2025.

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BIOSCIENCE HEALTH INNOVATIONS, INC (FORMERLY NOWTRANSIT INC.)

CONDENSED CONSOLIDATED BALANCE SHEETS

	March 31,		December 31,
	June 30,		December 31,
	2025		2024
	(Unaudited)
ASSETS
Current Assets
Cash and cash equivalents	$	1,~~028~~299,~~342~~407	$	662,517
Accounts receivable, net		93390,~~449~~013		100,285
Inventory		~~215~~248,~~696~~519		58,319
Prepaid expense		147,~~435~~334		4,832
Overpayment to related parties		-		21,798
Total current assets		1,~~338~~985,~~922~~273		847,751
Other Assets
Intangible assets		5672,~~037~~101		26,037
Total Assets	$	12,~~394~~057,~~959~~374	$	873,788
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current Liabilities
Accounts payable	$	16,~~415~~636	$	8,226
Due to related parties		4547,~~718~~837		-
Accrued expenses		2024,~~750~~500		5,993
Deferred revenue		50248,~~038~~659		24,329
Total current liabilities		~~132~~337,~~921~~632		38,548
STOCKHOLDERS’ EQUITY (DEFICIT)
Preferred stock: $0.0001 par value, 5,000,000 shares authorized
Preferred stock: $0.0001 par value, 5,000,000 shares authorized;		-		-
Series A Convertible Preferred Stock, 1,000,000 designated, 140,000 shares issued and outstanding at December 31, 2024 and 2023, respectively		14		14
Series A Convertible Preferred Stock, 1,000,000 designated, 140,000 shares issued and outstanding at June 30, 2025 and December 31, 2024		14		14
Common stock: $0.0001 par value, 75,000,000 shares authorized; 43,916,221 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively		4,391		4,391
Common stock: $0.0001 par value, 75,000,000 shares authorized; 43,916,221 shares issued and outstanding at June 30, 2025 and December 31, 2024		4,391		4,391
Additional paid-in capital		1,171,918		1,171,918
Accumulated earnings (deficit)		85543,~~715~~419		(341,083	)
Total stockholders’ equity (deficit)		1,~~262~~719,~~038~~742		835,240
Total Liabilities and Stockholders’ Equity (Deficit)	$	12,~~394~~057,~~959~~374	$	873,788

See accompanying notes to the unaudited condensed consolidated financial statements.

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BIOSCIENCE HEALTH INNOVATIONS, INC (FORMERLY NOWTRANSIT INC.)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	For the Three Months Ended						For the Six Months Ended
	March 31,
	June 30,						June 30,
	2025			2024			2025			2024
Revenues	$	1,~~227~~757,~~070~~463		$	~~277~~384,~~601~~170		$	2,984,533		$	661,771
Cost of goods sold		(~~330~~682,~~925~~985	)		(4273,~~838~~794	)		(1,013,910	)		(116,632	)
Gross Profit		896,145			234,763
Gross profit		1,074,478			310,376			1,970,623			545,139
Operating Expenses:
General and administrative expenses		~~433~~540,~~561~~074			~~278~~222,~~294~~654			973,635			500,948
Consulting fees		3576,~~786~~700			913,~~850~~500			112,486			23,350
Total Operating Expenses		~~469~~616,~~347~~774			~~288~~236,~~144~~154			1,086,121			524,298
Income (Loss) from Operations		~~426~~457,~~798~~704			~~(53~~74,~~381~~222	)		884,502			20,841
Net Income (Loss)	$	~~426~~457,~~798~~704		$	~~(53~~74,~~381~~222	)	$	884,502		$	20,841
Net income (loss) per common share - basic	$	0.01		$	(0.00	)
Net loss per common share - basic	$	0.01		$	0.00		$	0.02		$	0.00
Net income (loss) per common share - diluted	$	0.01		$	(0.00	)
Net loss per common share - diluted	$	0.01		$	0.00		$	0.02		$	0.00
Weighted average common shares outstanding - basic		43,916,221			41,~~391~~596,~~825~~221			43,916,221			41,494,023
Weighted average common shares outstanding - diluted		44,336,221			4142,~~391~~016,~~825~~221			44,336,221			41,914,023

See accompanying notes to the unaudited condensed consolidated financial statements.

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BIOSCIENCE HEALTH INNOVATIONS, INC (FORMERLY NOWTRANSIT INC.)

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THE ~~THREE~~SIX MONTHS ENDED ~~MARCH~~JUNE 3130, 2025 AND 2024

(Unaudited)

	Series A Convertible								Additional		Accumulated
	Preferred Stock				Common Stock				Paid-in		~~Accumulated~~Earnings
	Shares		Amount		Shares		Amount		Capital		(Deficit)			Total
Balance at December 31, 2023		140,000	$	14		40,~~863~~896,221	$	4,089	$	417,220	$	(428,083	)	$	(6,760	)
Common shares issued for cash		-		-		700,000		70		174,930		-			175,000
Net loss		-		-		-		-		-		(53,381	)		(53,381	)
Balance at March 31, 2024		140,000	$	14		41,~~563~~596,221	$	4,159	$	592,150	$	(481,464	)	$	114,859
Net income		-		-		-		-		-		74,222			74,222
Balance at June 30, 2024		140,000	$	14		41,596,221	$	4,159	$	592,150	$	(407,242	)	$	189,081
Balance at December 31, 2024		140,000	$	14		43,916,221	$	4,391	$	1,171,918	$	(341,083	)	$	835,240
Net income		-		-		-		-		-		426,798			426,798
Balance at March 31, 2025		140,000	$	14		43,916,221	$	4,391	$	1,171,918	$	85,715		$	1,262,038
Net income		-		-		-		-		-		457,704			457,704
Balance at June 30, 2025		140,000	$	14		43,916,221	$	4,391	$	1,171,918	$	543,419		$	1,719,742

See accompanying notes to the unaudited condensed consolidated financial statements.

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BIOSCIENCE HEALTH INNOVATIONS, INC (FORMERLY NOWTRANSIT INC.)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	For the Three Months Ended
	For the Six Months Ended
	March 31,
	June 30,
	2025			2024
	(unaudited)
Cash Flows From Operating Activities
Net Income (Loss)	$	~~426~~884,~~798~~502		$	~~(53~~20,~~381~~841	)
Adjustments to reconcile net loss to net cash used in operating activities		-			-
Adjustments to reconcile net loss to net cash used in		-			-
operating activities
Changes in operating assets and liabilities:
Accounts receivable		6(289,~~836~~728	)		158,~~016~~818
Inventory		(~~157~~190,~~377~~200	)		(2,~~729~~901	)
Deferred revenue		25224,~~709~~330			(3,949	)
Accrued expenses		1418,~~757~~507			~~445~~550
Accounts payable		8,~~189~~410			(~~3,442~~664	)
Prepaid expenses		3(42,~~397~~502	)		-(1,435	)
Net Cash Provided by (Used in) Operating Activities		~~328~~613,~~309~~319			~~(48~~21,~~040~~260	)
Cash Flows From Investing Activities
Purchase of intangible assets		(3046,~~000~~064	)		-
Net Cash Used in Investing Activities		(3046,~~000~~064	)		-
Cash Flows From Financing Activities
Advances from related parties		~~589~~1,~~516~~391,635			~~232~~418,~~837~~424
Repayment to related parties		(~~522~~1,322,000	)		(~~286~~490,~~100~~000	)
Proceeds from the sale of common stock		-			175,000
Net Cash Provided by Financing Activities		6769,~~516~~635			~~121~~103,~~737~~424
Net Increase in Cash		~~365~~636,~~825~~890			73124,~~697~~684
Cash at Beginning of Period		662,517			19,238
Cash at End of Period	$	1,~~028~~299,~~342~~407		$	92143,~~935~~922
Supplemental Cash Flow Information:
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-

See accompanying notes to the unaudited condensed consolidated financial statements.

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BIOSCIENCE HEALTH INNOVATIONS INC (FORMALY KNOWN AS NOWTRANSIT INC.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~March~~June 3130, 2025

(Unaudited)

Note 1 - Nature of Organization

Nowtransit Inc. (the “Company,” “us,” “we,” “Nowtransit”) was incorporated in the State of Nevada on July 8, 2019, and changed its name to BioScience Health Innovations Inc on February 21, 2025. Through March 10, 2023 we had no operations and had not generated any material revenues since inception. Effective March 10, 2023, we closed on a Share Exchange Agreement with Best 365 Labs Inc. (“Best”), a Nevada corporation, wherein we acquired all of the shares of Best and Best became a wholly owned subsidiary of the Company.

Best was incorporated on October 12, 2021 in the State of Nevada. Best sells clinically-tested, affordably priced products to naturally battle the onslaught of bacteria and viruses through online sales and in various other distribution channels. Presently, the Company is selling Be On-Guard Mouth Spray, Be On-Guard Nasal Spray, Be On-Guard Brain Fog Support, ADHD 365 maximum brain support, EZ Safer Surface Cleaner, NeuroPro Plus a patent pending combination of pharmaceutical grade methylene blue and vitamin C, TBI-365 to elevate your brain health and wellness with pharmaceutical grade methylene blue, glucine, nac and niacinamide and Metabolism+ to enhance your metabolism.

Note 2 - Going Concern

The condensed consolidated financial statements have been prepared on a going concern basis which assumes the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.

As reflected in the condensed consolidated financial statements, the Company has generated revenues resulting in a net income during the ~~three~~six months ended ~~March~~June 3130, 2025, resulting in accumulated earnings of $85543,~~715~~419 as of ~~March~~June 3130, 2025. However, in the past the Company has reported losses and cash used in operating activities and has relied on advances from related parties and proceeds from the sale of stock, therefore has not yet developed a proven track record of profitability. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

The Company is engaged in full-scale operations and generates sufficient revenue; however, the Company’s cash position may not be sufficient to support the Company’s daily operations long-term. Management intends to raise additional funds by way of a private or public offering. While the Company believes in the viability of its strategy to commence operations and generate sufficient revenue and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate sufficient revenue and its ability to raise additional funds by way of a public or private offering.

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Note 3 - Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”) and with the rules and regulations of the Securities and Exchange Commission, including the instructions to Form 10-Q and Regulation S-X. Certain information and note disclosures normally included in financial statements prepared in accordance with US GAAP, have been condensed or omitted from these statements and should be read in conjunction with our audited financial statements. The financial statements are presented in US dollars and the Company has adopted a December 31 year end.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses. Actual results could differ from those estimates.

Segment Reporting

The Company operates as a single operating and reportable segment as a retailer selling mental health and general wellness products. Our Chief Executive Officer, who serves as our Chief Operating Decision Maker (“CODM”), evaluates the Company’s financial performance and makes resource allocation decisions considering our one geographical area and on a consolidated basis. Accordingly, the CODM considers the revenue, operating expenses, and other income (expenses) of our single operating segment as reported on the statement of operations and considers our current and total assets as recorded on the balance sheet. There are no additional expense or asset information that are supplemental to those disclosed in these condensed consolidated financial statements that are regularly provided to the CODM.

Cash and Cash Equivalents

Cash and cash equivalents include cash on on hand, cash in banks and any highly liquid investments with a maturity of three months or less to the extent the funds are not being ~~held~~ held for investment purposes. As of ~~March~~June 3130, 2025 and December 31, 2024, the Company had no cash equivalents.

The Company maintains four accounts at Wells Fargo Bank. Accounts at this institution are insured by the Federal Deposit Insurance Corporation up to $250,000. As of ~~March 31~~June 30, 2025 the Company has balances of $~~527~~798,~~569~~034 in excess of this limit.

Accounts Receivable and Allowance for Doubtful Accounts

The Company reviews accounts receivable ~~periodically~~ periodically for collectability and establishes an allowance for doubtful accounts and records bad debt expense when deemed necessary. The Company records an allowance for doubtful accounts that is based on historical trends, customer knowledge, any known disputes, and considers the aging of the accounts receivable balances combined with management’s estimate of future potential recoverability. Accounts and receivables are written off against the allowance after all attempts to collect a receivable have failed. As of ~~March~~June 3130, 2025 and December 31, 2024, the allowance for doubtful accounts was $0.

Inventory

The Company’s inventory is recognized in accordance with Accounting Standards Codification (“ASC”) 303. The Company uses the lower of cost (determined using the first-in, first-out method) or net realizable value for valuing inventories. As of ~~March~~June 3130, 2025 and December 31, 2024, the Company had $~~215~~248,~~696~~519 and $58,319 of finished goods on hand, respectively.

Income Taxes

The provision for income taxes and deferred income taxes are determined using the asset and liability method. Deferred tax assets and liabilities are determined based on temporary differences between the financial carrying amounts and the tax basis of assets and liabilities using enacted tax rates in effect in the years in which the temporary differences are expected to reverse. On a periodic basis, the Company assesses the probability that its net deferred tax assets, if any, will be recovered. If after evaluating all of the positive and negative evidence, a conclusion is made that it is more likely than not that some portion or all of the net deferred tax assets will not be recovered, a valuation allowance is provided by a charge to tax expense to reserve the portion of the deferred tax assets which are not expected to be realized.

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Revenue Recognition

The Company’s revenue is recognized in accordance with Accounting Standards Codification 606 and operates in the immune health supplement market. The Company offers products – Be-OnGuard Nasal Spray used against nasal bacteria, viruses and allergens; Be-OnGuard Mouth Spray used against oral bacteria, viruses and allergens; and Be-OnGuard EZ Safer Air used against airborne bacteria, viruses and allergens; Be On-Guard Brain Fog Support; and ADHD 365 maximum strength brain support. The Company’s performance obligation is to deliver product to customers therefore revenue is recognized once delivery occurs. Customers will remit payment at the time of order placement, therefore payment received by the Company prior to product delivery is recorded as deferred revenue. As of ~~March~~June 3130, 2025 and December 31, 2024 deferred revenue was $50248,~~038~~659 and $24,329. Shipping and handling costs that occur are paid by the customer and is not recorded as revenue. The Company has a policy to provide a refund on any product returned by the customer.

Advertising Costs

Advertising costs are expensed as incurred. During the ~~three~~six months ended ~~March~~June 3130, 2025 and 2024, the Company incurred advertising costs of $67159,~~526~~743 and $61106,~~902~~804, respectively.

Research and Development

The Company charges research and development costs to expense when incurred. During the ~~three~~six months ended ~~March~~June 3130, 2025 and 2024, the Company incurred $3746,~~540~~783 and $~~805~~3,795 in research and development expenses, respectively.

Intangible Assets

The Company accounts for its intangible ~~assets~~ assets in accordance with ASC 350. Costs incurred to renew or extend the term of intangible assets are expensed as incurred. As of the ~~three~~ six months ended ~~March~~June 3130, 2025, the Company incurred $5672,~~037~~101 to file certain patent applications that showcase the Company’s innovative approach to health and wellness solutions. The patent costs were capitalized and will be amortized on a straight-line basis over its estimated useful life once the patents are granted. During the year ended December 31, 2024 and 2023 no amortization expense was recorded as the patents were still pending. Amortization expense of $21,~~101~~803 is expected for each of the years ended December 31, 2025 and $23,~~802~~ 605 for each year ended December 31, 2026 and beyond.

We have several patent applications pending in the U.S. and internationally for our innovative methylithioninium (methylene blue) and mitochondrial health compositions:

Patent Pending Product Overview and Update

U.S. Non-Provisional Patent Application No. 18/931,277 for METHYLTHIONINIUM SALT-CONTAINING COMPOSITIONS AND METHODS, filed on 10/30/2024

International Patent Application No. PCT/US24/53487 for METHYLTHIONINIUM SALT-CONTAINING COMPOSITIONS AND METHODS, filed on 10/30/2024

U.S. Non-Provisional Patent Application No. 18/931,346 for COMPOSITIONS AND METHOD FOR SUPPORTING MITOCHONDRIAL, file on 10/30/2024

International Patent Application No. PCT/US24/53490 for COMPOSITIONS AND METHOD FOR SUPPORTING MITOCHONDRIAL, file on 10/30/2024. Filed on 10/30/2024

U.S. Provisional Patent Application No. 63/712,895 for TREATMENTS USING METHYLTHIONINIUM SALT, SECONDARY PHYSIOLOGICALLY ACTIVE COMPOUND AND PHYSIOLOGICAL THERAPY, filed on 10/28/2024

U.S. Provisional Patent Application No. 63/754,434 for NUTRITIONAL SUPPLEMENT COMPOSITIONS AND METHODS FOR ENHANCING BIOLOGICAL FUNCTIONS, filed on 2/5/2025

All provisional applications were filed with the U.S. Patent and Trademark Office by Thorpe North and Western.

We believe these filings cover multiple potential patents and product opportunities. Leadership is actively exploring partnerships and strategic alliances to maximize value for stakeholders.

All products and methods described remain patent pending as of the date of this filing.

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Impairment of Long-lived Assets

The Company applies the provisions of ASC 360, where applicable, to all long-lived assets and periodically evaluates the carrying value of long-lived assets to be held and ~~used~~ used for impairment. Impairment losses are recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amounts. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair market value of the long-lived assets. Loss on long-lived assets to be disposed of is determined in a similar manner, except that fair market values are reduced for the cost of disposal. ~~When~~ When long-lived assets are sold or retired, the related cost and accumulated depreciation or amortization are removed from the accounts ~~and~~ and any gain or loss is included in the results of operations. During the ~~three~~six months ended ~~March~~June 3130, 2025 and 2024, the Company recorded no impairment expense for their long-lived assets.

Leases

The Company follows the provisions of ASC 842, and records right-of-use (“ROU”) assets and lease obligations for its operating leases, which are initially recognized based on the discounted future lease payments over the term of the lease. If the rate implicit in the Company’s leases is not readily determinable, the Company’s applicable incremental borrowing rate is used in calculating the present value of the sum of the lease payments. The lease term is defined as the non-cancelable period of the lease plus any options to extend or terminate the lease when it is reasonably certain that the Company will exercise the option.

The Company has elected not to recognize ROU asset and lease obligations for its short-term leases, which are defined as leases with an initial term of 12 months or less.

During the ~~three~~six months ended ~~March~~June 3130, ~~2025~~ 2025 and 2024, the Company had a month-to-month rental agreement for their office and inventory space and paid rent expense of $48,~~305~~ 610 and $48,~~305~~610, respectively.

Net Income (Loss) per Common Share

Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially ~~dilutive~~ dilutive outstanding shares of common stock during the period to reflect the potential dilution that could occur from common shares issuable ~~through~~ through contingent share arrangements, stock options and warrants. As of ~~March~~June 3130, 2025 and 2024 there were dilutive securities of 420,000 ~~for~~ for the conversion of 140,000 shares of Series A Convertible Preferred Stock. These potentially dilutive securities were not included in the calculation of diluted net loss per common share at March 31, 2024 because they were antidilutive, therefore as of March 31, 2024, basic and diluted weighted average common shares outstanding and net loss per common share are the same.

Recent Accounting Pronouncements

The Company has reviewed all the recent accounting pronouncements issued to date of the issuance of these financial statements and has determined that there have been no standards that had, or will have, a material impact on its consolidated financial statements.

Note 4 - Related Party Transactions

In support of the Company’s efforts and cash requirements, it may rely on advances from related parties until such time that the Company can support its operations or attains adequate financing through sales of its equity or traditional debt financing. Amounts represent advances or amounts paid in satisfaction of liabilities.

During the ~~three~~six months ended ~~March~~June 3130, ~~2025~~ 2025 the Company purchased $~~456~~1,~~556~~153,197 worth of inventory from Ageless Holdings, LLC (“~~Holdings~~Ageless”), an entity owned and controlled by the Company’s members of management and board of directors and paid them $25,000 for services. Additionally, the Company received $~~589~~1,~~516~~391,635 worth of advances from ~~Holdings~~ Ageless to pay for operating expenses (inclusive of amounts owed for inventory sales) and services provided) and the Company paid back $~~522~~1,322,000 of the advances.

During the ~~three~~six months ended ~~March~~June 3130, 2024 the Company ~~purchased~~received ~~$50,135~~advances ~~worth~~ of ~~inventory~~$418,424 from Ageless ~~Holdings~~, ~~LLC~~which ~~(“Ageless”),~~included ~~an entity owned and controlled by~~ the ~~Company’s~~purchase ~~members~~ of ~~management and board of directors, all of which was paid for as of March 31, 2024. Additionally, the Company received~~ $~~232~~129,~~837~~766 worth of ~~advances~~inventory from Ageless and $288,658 to pay for operating expenses. ~~and~~Additionally, the Company paid back $~~286~~490,~~100~~000 of the advances.

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Note 5 - Equity

Common Stock

The Company has 75,000,000, $0.0001 par value shares of voting common stock authorized.

During the ~~three~~six months ended ~~March~~June 3130, 2025, there ~~was~~were no issuances of common stock.

During the ~~three~~six months ended ~~March~~June 3130, 2024, the Company issued 700,000 shares inof common stock for cash proceeds of $175,000.

As of ~~March~~June 3130, 2025 and December 31, 2024, the Company had 43,916,221 shares of common stock issued and outstanding~~, respectfully~~.

Preferred Stock

On October 19, 2021, the Company filed a Certificate of Amendment to its Articles of Incorporation authorizing up to 5,000,000 shares of Preferred Stock, par value $0.0001 per share, with such rights, preferences and limitations as may be set forth in resolutions adopted by the Board of Directors. On November 1, 2021, the Company filed a Certificate of Designation designating 1,000,000 shares of Preferred Stock as Series A Convertible Preferred Stock (the “Series A”). Each share of the Series A is convertible into three shares of the Company’s common stock at the holder’s election, subject to a 4.99% beneficial ownership limitation which may be increased to 9.99% upon 61 days’ notice.

During the ~~three~~six months ended ~~March~~June 3130, 2025 and 2024 there were no issuances of preferred stock. As of ~~March~~June 3130, 2025 and December 31, 2024, ~~the~~ the Company had 140,000 shares of Series A Convertible Preferred Stock outstanding.

Note 6 - Subsequent Events

The Company has evaluated all events that occur after the balance sheet date through ~~May~~July 829, 2025, the date when the financial statements were available to be issued, to determine if they must be reported. Management of the Company determined that there are no material subsequent events to be disclosed other than those described below.

Subsequent to ~~March~~June 3130, 2025, the Company received advances of $~~180~~302,~~784~~392 from related parties and made repayments of $~~285~~360,000.

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

Cautionary Note Regarding Forward Looking Statements

This Report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding our discussions and the anticipated terms of a potential reverse merger pursuant to which we would acquire an operating business, our business plan and our liquidity needs. All statements other than statements of historical facts contained in this Report, including statements regarding our future financial position, liquidity, business strategy and plans and objectives of management for future operations, are forward-looking statements. The words “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “could,” “target,” “potential,” “is likely,” “will,” “expect” and similar expressions, as they relate to us, are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs.

The results anticipated by any or all of these forward-looking statements might not occur. Important factors, uncertainties and risks that may cause actual results to differ materially from these forward-looking statements include those described elsewhere in this Report and in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2023~~2024 under “Item 1A. – Risk Factors.” We undertake no obligation to publicly update or revise any forward-looking statements, whether as the result of new information, future events or otherwise.

Recent Developments

Corporate Name Change

On February 21, 2025, the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Formation with the Secretary of State of Nevada to change the Company’s corporate name to “BioScience Health Innovations Inc.”, with an effective date of February 21, 2025. The name change was approved by the Company’s Board of Directors on February 21, 2025.

Overview

As a leadership team we are optimistic and excited about our opportunities to carve out very profitable positions in the marketplace through our patent-pending Methylene Blue products along with our additional specialty product offerings. The market opportunities we are targeting includes: Dementia and Alzheimer’s disease, ADHD and ADD, Long Covid, General Energy, Traumatic Brain Injury, Mild Cognitive Decline, GLP-1 Weight Loss, Sleep Improvement, Epilepsy and Seizure Reduction and Nasal Health and Allergy.

A trend that we believe is very beneficial and encouraging is the recent growing interest in mitochondria health and the role that mitochondria dysfunction plays in mental health and physical health issues. Methylene Blue and specialty natural options has emerged as valuable foundational health options on these fronts. We believe we are very well positioned and with adequate capital infusion we will be able to capitalize on multiple market opportunities.

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CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Management’s discussion and analysis and results of operations are based upon our accompanying financial statements for the three months ended ~~March~~June 3130, 2025, which have been prepared in conformity with U.S. generally accepted accounting principles, or U.S. GAAP, and which requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. Note 3. Summary of Significant Accounting Policies, to the financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q, describes the significant accounting policies and methods used in the preparation of the Company’s financial statements. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances. These estimates are the basis for our judgments about the carrying values of assets and liabilities, which in turn may impact our reported revenue and expenses. Our actual results could differ significantly from these estimates under different assumptions or conditions.

Results Of Operations

THREE MONTHS ENDED ~~MARCH~~JUNE 3130, 2025 COMPARED TO ~~MARCH~~JUNE 3130, 2024

Our net income for the three months ended ~~March~~June 3130, 2025 was $~~426~~457,~~798~~704 compared to a net ~~loss~~income of $5374,~~381~~222 during the three months ended ~~March~~June 3130, 2024. The Company has generated revenue of $1,~~227~~757,~~070~~463 and $~~277~~384,~~601~~170 during the three months ended ~~March~~June 3130, 2025 and 2024, respectively. The increase in revenue ~~overtime~~over time is due to Company growth and increased sales and marketing efforts, which also explains the change ~~from~~ from period to period. Expenses incurred were general administrative expenses of $~~433~~540,~~561~~074 and consulting expenses of $3576,~~786~~700 during ~~the~~ the three months ended ~~March~~June 3130, 2025, compared to $~~278~~222,~~294~~654 and $913,~~850~~500 during the three months ended ~~March~~June 3130, 2024 and was due to the ~~overall~~ overall growth of the Company and its operations in conjunction with its increase in revenues.

SIX MONTHS ENDED JUNE 30, 2025 COMPARED TO JUNE 30, 2024

Our net income for the six months ended June 30, 2025 was $884,502, compared to a net income $20,841 during the six months ended June 30, 2024. The Company has generated revenue of $2,984,533 and $661,771 during the six months ended June 30, 2025 and 2024, respectively. The increase in net income was due to an increase in sales and marketing efforts. Operating expenses were $1,086,121 during the six months ended June 30, 2025, compared to $524,298 during the six months ended June 30, 2024. The increase in operating expenses was due to overall growth of the Company and its operations in conjunction with our increase in revenues.

LIQUIDITY AND CAPITAL RESOURCES

As of ~~March~~June 3130, 2025, our total assets were $12,~~394~~057,~~959~~374, consisting of cash, accounts receivable, inventory, prepaid expenses, and intangible assets.

Cash Flows from Operating Activities

We have generated positive cash flows from operating activities. For the ~~three~~six months ended ~~March~~June 3130, 2025, net cash flows provided in operating activities was $~~328~~613,~~309~~319, consisting of our net income of $~~426~~884,~~798~~502 offset by changes in operating activities of $98271,~~489~~183. For the ~~three~~six months ended ~~March~~June 3130, 2024, net cash flows used in operating activities was $4821,~~040~~260, consisting of our net ~~loss~~income of $5320,~~381~~841 ~~offset~~and by changes in operating activities of $~~5,341~~419.

Cash Flows from Investing Activities

For the ~~three~~six months ended ~~March~~June 3130, 2025, we had net cash used in investing activities of $3046,~~000~~064 in connection with the purchase of intangible assets. For the ~~three~~six months ended ~~March~~June 3130, 2024, we had no cash flows used in or provided by investing activities.

Cash Flows from Financing Activities

For the ~~three~~six months ended ~~March~~June 3130, 2025, net cash flows provided by financing activities was $6769,~~516~~635, consisting of $~~589~~1,~~516~~391,635 in advances from related parties and offset by repayments to related parties of $~~522~~1,322,000. For the ~~three~~six months ended ~~March~~June 3130, 2024, net cash flows provided by financing activities was $~~121~~103,~~737~~424, consisting of, advances from related parties of $~~232~~418,~~837~~424, and $175,000 of cash acquired for selling common stock, offset by repayments to related parties of $~~286~~490,~~100~~000.

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PLAN OF OPERATION AND FUNDING

Currently, the Company is in the process of offering a private placement to accredited investors to raise up to $1,000,000. Once the private placement is complete the Company will begin the process of preparing and filing Form 1-A with the SEC.

The BioScience Health Innovations’ management team plans to focus on gaining traction for its mental health and general wellness products. Best 365 Labs, Inc has filed for a provisional patent on its mental wellness, natural products which is an additional reason we plan to focus and grow this sector of the products. With the Global Mental Health Marketplace currently valued at $383.31 billion annually and with 41 million people holding a prescription for Adderall that the market conditions are idea for us to offer our natural substitute product options (which are also unique).

As a leadership team we are optimistic and excited about our opportunities to carve out very profitable positions in these potential marketplaces, through our patent-pending Methylene Blue products along with our additional specialty product offerings. The market opportunities we are targeting include:

Management’s Discussion and Analysis of Financial Condition and Results of Operations

~~Mitochondrial~~For ~~Health~~the ~~Leadership~~Quarterly &Period ~~GLP-1~~Ended ~~Disruption:~~June ~~Addressing~~30, ~~Compounding Challenges~~2025

~~BioScience~~During the second quarter of 2025, BioScience Health Innovations, ~~through~~Inc. continued its ~~subsidiary~~transformation ~~Best~~and ~~365~~growth ~~Labs,~~initiatives isto ~~pioneering~~position the ~~convergence~~company as ofa ~~mitochondrial~~leading innovator in therapeutic delivery, health ~~science~~optimization, and ~~metabolic care~~specialty pharmacy markets. Key updates and business developments for the period include:

~~Mitochondrial~~Corporate ~~Health~~Rebranding asand ~~Preventive Medicine~~Structure

● We ~~believe~~have ~~mitochondrial~~changed ~~health~~our ~~represents~~corporate ~~the~~name ~~most~~from ~~effective~~Nowtransit ~~form~~to ofBioScience ~~preventive~~Health ~~medicine,~~Innovations ~~focusing~~ Inc. and our trading symbol from “NT” to “BHIC”. This rebranding reflects our clear commitment and strategic focus on ~~cellular~~advanced ~~energy~~health ~~repair~~science innovations and ~~optimization~~our proprietary delivery systems.

~~Key initiatives~~● ~~include:~~We have prepaid for 1 year of comprehensive Director and Officers (D&O) insurance including cyber security coverage. This strategic investment provides essential protection for our leadership team and the company against potential claims arising from our decisions and actions as we transition to a public company operating under heightened regulatory scrutiny and increased shareholder oversight. The integrated cyber security component of our D&O coverage addresses the growing intersection of cyber risks and executive liability, providing protection against claims that may arise from cyber incidents, data breaches, or alleged failures in cybersecurity governance.

●Intellectual Property ~~Clinical Validation: Early pre-clinical data, ongoing studies,~~ and ~~customer~~Brand ~~experiences demonstrate promising outcomes that support our approach to mitochondrial health.~~Development

● ~~Market~~We ~~Education:~~have ~~Simplified~~secured ~~messaging,~~the ~~such~~domain asname ~~“cellular~~www.MODSMAX.com ~~battery~~to ~~repair”~~establish ~~analogies,~~a ~~has~~dedicated ~~proven~~digital ~~crucial~~presence infor ~~driving~~our ~~initial~~flagship ~~customer~~technology ~~acquisition.~~platform, ~~Educating~~enhancing ~~customers~~our ~~about transformative benefits prior~~ direct-to-consumer ~~product~~marketing ~~use~~capabilities ~~enhances engagement~~ and ~~retention~~brand recognition.

● ~~Strategic~~The ~~Partnerships:~~company ~~Co-branded~~has ~~products~~applied ~~with~~for ~~TWC~~a ~~(leveraging~~MODS ~~Dr.~~Max ~~Mercola’s~~trademark ~~audience~~to ofprotect ~~over~~our ~~10M)~~proprietary ~~and~~Mineral ~~Davinci/10X~~Oxide ~~Health~~Delivery ~~provide~~System ~~credibility~~brand, ~~while~~reinforcing ~~validating~~our ~~product~~intellectual ~~quality~~property portfolio and ~~cost-effectiveness~~competitive positioning in the advanced delivery systems market.

~~Patent-Pending Oral~~● ~~GLP-1~~Our ~~Delivery~~Best ~~Breakthrough:~~365 ALabs ~~Solution~~trademark ~~for~~has ~~Compounding~~been ~~Challenges~~published, further strengthening our portfolio of protected brand assets and establishing clear market differentiation.

~~Best 365~~● ~~Labs~~We ~~has~~have ~~developed~~six apatents ~~proprietary~~pending ~~liquid~~covering ~~mineral~~our ~~solution~~core ~~for~~delivery ~~oral~~technologies, ~~delivery~~including ofour ~~GLP~~patent-1pending ~~receptor~~MODS ~~agonists~~Max (Mineral Oxide Delivery System) platform, ~~Semaglutide~~which ~~and~~creates ~~Tirzepatide~~5-10 years of market exclusivity. ~~This~~ ~~patent-pending~~These ~~formulation~~patents ~~contains~~protect ~~naturally~~our ~~occurring~~mineral ~~microdose~~oxychloride ~~(0.06%)~~technology ~~hydrogen~~that ~~peroxide~~generates ~~solutions,~~controlled ~~which~~reactive ~~enhance~~oxygen ~~peptide~~species ~~stability, absorption,~~for ~~and~~enhanced ~~efficacy~~bioavailability ~~when~~and ~~administered~~antimicrobial ~~orally~~activity.

~~Why~~ ● Our ~~Delivery~~patent-pending ~~System~~enclomiphene Isdelivery ~~the~~system ~~Solution:~~demonstrates breakthrough clinical validation with average testosterone improvements of 56.3% across diverse age groups, with patent protection extending through 2031-2033. Recent clinical outcomes show remarkable results including a 30-year-old patient achieving testosterone levels increasing from 566 to 1,212 ng/dL and a new 32-year-old physician assistant patient achieving dramatic improvement from 120 to 917 ng/dL after just 3 weeks.

The FDA’s recent decision to restrict compounded versions of GLP-1 drugs due to stabilized supply has created significant challenges for compounding pharmacies and patients seeking affordable alternatives. Our innovative oral delivery system offers a compliant pathway for continued compounding under FDA guidelines by introducing a distinct dosage form that is not “essentially a copy” of existing injectable therapies.15

~~Key benefits~~Table ~~include:~~of Contents

● ~~Regulatory~~The ~~Compliance:~~company’s ~~The~~patent-pending ~~liquid~~methylene ~~mineral~~blue ~~solution~~stabilization ~~provides~~technology ais ~~differentiated~~being ~~dosage~~put ~~form~~through ~~that~~additional ~~adheres~~stability studies for potency retention\ compared to ~~FDA~~standard ~~requirements~~formulations ~~for~~that ~~compounded~~have ~~drugs~~been ~~under~~reported ~~Section~~to ~~503A~~lose of50% ~~the~~potency ~~FD&C~~within ~~Act~~3 days, representing a significant technological advancement.

● ~~Patient~~Our ~~Preference: Non~~patent-~~invasive~~pending ~~oral~~sublingual ~~administration~~delivery ~~addresses~~technology ~~patient~~shows ~~concerns~~potential ~~over~~for ~~injections~~improved bioavailability compared to standard capsules and could qualify for FDA 505(b)(2) pathway classification as a “new dosage form,” ~~improving~~which ~~compliance~~could provide regulatory advantages and ~~accessibility~~competitive differentiation. The company has started additional stability studies to further validate the technology platform and support regulatory submissions.

●MODS Max ~~Market~~Technology ~~Differentiation:~~Platform ~~The~~and ~~unique~~Market ~~formulation positions our product as a distinct therapeutic option, enabling compounding pharmacies to continue serving patients legally.~~Opportunity

Technology Mechanisms and Advantages

MODS Max (Mineral Oxide Delivery System) represents our flagship patent-pending technology that leverages mineral oxychloride compounds to generate microdose amounts of reactive oxygen species (ROS) such as hydrogen peroxide and hydroxyl radicals. This innovative approach:

●

Enhances Absorption: Achieves over 10x increased permeability by gently and temporarily opening biological barriers like sublingual mucosa, enabling superior passive transport of nutrients, peptides, and active compounds.

●

Broad-Spectrum Antimicrobial Activity: The oxidative environment inactivates key microbial enzymes and disrupts structural integrity of pathogens, reducing fungal and bacterial loads while providing natural preservative effects.

●

Universal Compatibility: Works effectively with vitamins, amino acids, minerals, plant extracts, and advanced peptide actives without requiring specialized reformulation, making it suitable for daily use in beverages, oral shots, or sublingual forms.

●

Superior Stability: Achieves 18-month shelf stability without refrigeration requirements while maintaining antimicrobial activity, addressing critical supply chain challenges.

Market Positioning and Opportunities

MODS Max addresses multiple high-growth healthcare segments with substantial total addressable market opportunities:

●

Oral GLP-1 Agonists Market: $156.7B (2030-2033) - MODS Max enables sublingual delivery and improved patient compliance

●

Testosterone Replacement Therapy: $2.79B - Non-injectable, fertility-preserving alternatives

●

Compounding Pharmacies: $23B - New specialty formulations with higher margins

●

Transmucosal Drug Delivery: $129.46B - Platform for peptides, hormones, and nutraceuticals

●

Sleep Aid Supplements: $12.9B (2034) - Enhanced peptide delivery for dual-action formulations

●

Longevity Market: $63.0B (2035) - Bioavailable telomerase activators and cellular renewal compounds

Clinical Validation and Early Adopter Success

Our MODS Max technology has demonstrated exceptional clinical outcomes and market validation through strategic partnerships and early adopters including:

●

10X Health: Methylene Blue Drops combining methylene blue, mineral oxide, and black pepper extract for enhanced mitochondrial function and cognitive support

●

DaVinci Medical: Pharmaceutical-grade methylene blue liquid energy formulations designed for use with red light therapy

●

Best 365 Labs Product Line: Including RestoraSleep (longevity formula with clinical-grade epithalon), Toolbox Stack combinations for mitochondrial support, and various specialized therapeutic formulations

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Strategic ~~Pathways~~Partnerships ~~for~~& ~~Commercialization~~Expansion

To● ~~maximize~~We ~~scalability~~are actively pursuing strategic partnerships and ~~long~~market opportunities aligned with MODS Max, our patent-~~term~~pending ~~success~~Mineral Oxide Delivery System. MODS Max has attracted strong interest from potential partners in both the supplement/pharmaceutical sector and clinical compounding pharmacy channels, wesignaling ~~are~~validation ~~pursuing~~of ~~dual~~our ~~commercialization~~technology ~~strategies:~~platform.

1.● ~~Immediate~~Our ~~Compounding~~technology ~~Opportunity:~~creates ~~Under~~exceptional ~~current~~revenue ~~FDA~~opportunities ~~guidelines~~for 503A compounding pharmacies, ~~our~~with ~~oral~~projected ~~delivery~~market ~~system~~growth ~~can~~from be$4.47B ~~commercialized~~in ~~through~~2024 ~~compounding~~to $8.08B by 2034 (6.1% CAGR) and 503B pharmacies asgrowing from $1.25B to $2.42B (7.6% CAGR). Conservative financial projections demonstrate that a ~~differentiated~~50-location ~~product~~pharmacy chain could generate $2.4 million annual revenue with $840,000 gross profit using our formulations.

2.● ~~FDA~~To ~~Approval~~further ~~via~~our ~~505(b)(2)~~international ~~Pathway:~~growth, ~~This~~we ~~pathway~~have ~~accelerates~~begun ~~approval~~the ~~for~~needed ~~new~~steps ~~dosage~~for ~~forms~~registration byof ~~leveraging~~key ~~existing~~products ~~safety~~in ~~and~~Dubai, ~~efficacy~~opening ~~data~~opportunities ~~from~~for ~~injectable~~entry ~~GLP-1~~into ~~drugs.~~the ~~Targeting~~Middle Q2Eastern ~~2026~~health ~~approval,~~and ~~this~~wellness ~~strategy~~markets ~~ensures~~and ~~broader~~new ~~market~~distribution ~~access~~and ~~while~~licensing ~~maintaining compliance~~partnerships.

~~Financial~~Operational Execution & ~~Operational~~Market ~~Execution~~Positioning

~~Capital Strategy~~● &We ~~Nasdaq~~continued ~~Uplist~~to ~~Roadmap~~focus on capital-efficient, high-margin growth through our direct-to-consumer channels, supported by web subscriptions and targeted online marketing campaigns, now enhanced by our dedicated MODS Max digital platform.

~~Management~~● The company has retained and is ~~evaluating~~working aon ~~Reverse~~launching ~~Stock~~an ~~Split~~upgraded ~~(4:1)~~best365labs.com toretail ~~streamline~~and ~~share~~wholesale ~~structure~~website, ~~for~~targeting ~~Nasdaq~~an ~~compliance~~August 2025 launch with integrated NetSuite platform for accounting. ~~Valuation~~This ~~metrics~~enhanced ~~are~~e-commerce ~~under review~~infrastructure aswill ~~part~~streamline ofour ~~this~~operations, ~~strategy~~improve customer experience, and provide robust financial management capabilities to support our expanding product portfolio and wholesale distribution channels.

~~Commercialization &~~● ~~Profitability~~Ongoing ~~Safeguards~~discussions are also underway with pharmacy groups and specialty clinical partners to expand access to our MODS Max platform via co-branding, licensing, and modular white-label arrangements.

● Our team is also evaluating additional global registration and commercialization ~~strategy~~pathways ~~focuses~~to onadvance ~~maximizing~~commercial ~~profitability~~readiness ~~across~~for ~~multiple~~MODS ~~channels:~~Max and proprietary product lines.

●Financial Performance ~~DTC Margins: Achieving 65%+ margins via website subscriptions~~ and ~~packs~~Growth ~~while leveraging automation and targeted Meta/Google Ads campaigns. Continued growth through Amazon’s reseller agreement with Epic Global provides validation and credibility for expansion.~~Metrics

●During Q2 ~~Wholesale Growth: Establishing a baseline floor of $250/month from 2~~2025,~~100~~ ~~clinics~~the ~~with~~company ~~telehealth~~demonstrated ~~upsells~~strong tooperational ~~further~~performance ~~drive revenue growth.~~with:

● ~~Strategic~~Revenue ~~Partnerships~~Growth: ~~Co-branded~~Continued ~~product~~expansion ~~offerings~~of ~~with~~our ~~DaVinci Medical/10X Health and The Wellness Company (TWC) leverage their established audiences and protocols~~ direct-to-consumer ~~enhance~~channels ~~mitochondrial~~with ~~health~~enhanced ~~education~~MODS ~~and~~Max-powered ~~outreach.~~product lines

~~Risk Mitigation~~● Margin Optimization: Achieving 65%+ margins via website subscriptions and product packs while leveraging automation and targeted digital marketing campaigns

~~Regulatory Compliance~~● Wholesale Expansion: Establishing baseline revenue floor of $250/month from over 2,100 clinics with telehealth upsells driving additional revenue growth

~~Proactive~~● ~~FTC~~Strategic Validation: Co-branded product offerings with DaVinci Medical/~~FDA~~10X ~~audits~~Health ~~published~~and ~~quarterly~~The ~~help~~Wellness ~~preempt~~Company ~~enforcement~~(TWC) ~~risks~~leverage ~~while~~their ~~ensuring~~established ~~alignment~~audiences ~~with~~and ~~regulatory~~protocols ~~requirements.~~to enhance mitochondrial health education and market reach

~~Supply~~Risk ~~Chain~~ Management: and Regulatory Compliance

~~Our supply chain runs through Ageless Holdings LLC, owned by our CEO. While this structure ensures operational control,~~The ~~transparency~~company ~~measures~~maintains ~~are~~robust ~~being~~risk ~~determined~~management ~~and~~practices ~~evaluated~~while topursuing ~~address~~growth ~~perceived/potential conflicts of interest or bottlenecks.~~opportunities:

~~Tariff Uncertainty~~● Regulatory Alignment: Our liquid mineral delivery solutions provide differentiated dosage forms that adhere to FDA requirements for compounded drugs under Section 503A of the FD&C Act

~~While~~● ~~tariffs~~Patent ~~have~~Protection: ~~not~~Six ~~yet~~pending ~~impacted~~patents ~~operations,~~create ~~future~~5-10 ~~changes~~years ~~could~~of ~~disrupt~~market ~~supply~~exclusivity ~~chains~~for orour ~~increase~~oral ~~costs—particularly for~~delivery ~~international~~and ~~partnerships.~~catalytic blend technologies

IP Monetization & Strategic Growth

IP Portfolio Expansion:

We currently have six pending patents—including oral methylene blue stabilization and catalytic ATP loops—to extend market exclusivity through 2040.

Licensing Opportunities:

Management will evaluate potential protocols and options to expand global reach.

Strategic Acquisitions:

We will evaluate strategic partnerships or acquisitions that align with our vision and provide value to stakeholders.

Leadership & Governance Enhancements

Management is actively working to strengthen leadership by adding two independent directors prior to the planned Nasdaq uplist.

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~~Key Investor~~● ~~Takeaways~~Safety Protocols: MODS Max technology utilizes precisely controlled, microdose ROS generation that cooperates with the body’s natural antioxidant defenses, avoiding the destructive effects of uncontrolled oxidative stress

1.● ~~Explosive~~Quality ~~TAM Opportunity~~Assurance: ~~$100B+~~Our ~~GLP-1~~formulations ~~market;~~maintain ~~$1.7B~~stability ~~NAD+~~and ~~market;~~potency ~~$210M~~through ~~methylene~~advanced ~~blue~~stabilization ~~market.~~technologies and rigorous quality control processes

~~2. Margin Dominance: 60%+ gross margins via DTC/Amazon/Wholesale blended averages supported by lean operations.~~Outlook

3Management remains committed to innovation-led growth, capital structure optimization, and regulatory progress. IPThese ~~Moat:~~actions ~~Six~~are ~~pending~~designed ~~patents~~to ~~create~~position BioScience ~~5–10~~Health ~~years~~Innovations offor ~~exclusivity~~sustainable ~~(oral~~long-term ~~delivery~~expansion +in ~~catalytic~~both ~~blends)~~US and global markets, while advancing our mission to deliver next-generation therapies and high-value partnership opportunities powered by MODS Max technology.

4.The strengthening ~~Execution~~of ~~Track~~our ~~Record:~~intellectual ~~Proven~~property ~~ability~~portfolio tothrough ~~scale~~multiple ~~through~~patent ~~GLP-1~~applications, ~~studies~~trademark protections, ~~education~~and ~~campaigns~~domain acquisition, combined ~~DTC~~with ~~packs/protocols~~our ~~expansion~~enhanced digital infrastructure, ~~wholesale~~integrated ~~accounts~~accounting (2systems,~~100+)~~ and comprehensive executive liability insurance coverage, creates ~~DaVinci/10X/TWC~~significant ~~validation~~competitive moats and positions us for enhanced brand protection, premium pricing capabilities, and accelerated market expansion across our target therapeutic areas.

~~Conclusion~~Our proactive approach to corporate governance and executive protection through comprehensive D&O insurance demonstrates our commitment to best practices as we prepare for Nasdaq uplisting and operate under the heightened standards expected of public companies.

ByWith ~~merging~~MODS ~~mitochondrial~~Max ~~science~~addressing ~~with~~multiple anbillion-dollar ~~innovative~~healthcare ~~liquid~~markets ~~mineral~~and ~~oral~~demonstrating ~~GLP-1~~exceptional ~~delivery~~clinical ~~mechanism,~~validation ~~BioScience~~across ~~Health~~diverse ~~Innovations is positioned~~patient aspopulations, awe ~~disruptive~~are ~~force~~well-positioned into ~~the~~capture ~~marketplace.~~significant ~~This~~market ~~dual~~share ~~strategy~~while ~~not~~delivering ~~only~~transformative ~~addresses~~health ~~regulatory~~outcomes. ~~challenges~~The ~~but~~technology’s versatility ~~also~~as ~~offers patients~~ a ~~compliant alternative~~universal todelivery ~~injectable~~platform ~~therapies~~enables ~~while~~endless ~~driving~~product ~~sustained~~innovation ~~growth~~opportunities ~~through~~while ~~strategic~~creating ~~partnerships~~sustainable ~~and commercialization efforts. With~~competitive ~~projected~~advantages ~~year-over-year revenue growth of 35–50%~~ through ~~2030,~~patent weprotection ~~are confident in our ability to outperform industry peers~~ and ~~deliver~~ ~~long-term~~regulatory ~~value to stakeholders~~positioning.

By merging advanced mineral oxide delivery science with proven clinical outcomes, BioScience Health Innovations is positioned as a disruptive force in the therapeutic delivery marketplace. This comprehensive strategy addresses regulatory challenges, offers patients superior alternatives to traditional therapies, and drives sustained growth through strategic partnerships and commercialization efforts across multiple high-growth healthcare segments.

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OFF-BALANCE SHEET ARRANGEMENTS

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Going Concern

Our business is subject to risks inherent in marketing products in a competitive market as we continue to sell clinically-tested, affordably priced products to naturally battle the onslaught of bacteria and viruses through online sales and in various other distribution channels. Presently, the Company is marketing Be On-Guard Mouth Spray, Be On-Guard Nasal Spray, EZ, Safer Surface Cleaner, Be On-Guard Brain Fog Support and ADHD 365 maximum strength brain support, while also having limited capital resources and expecting possible cost overruns due to price and cost increases in services and products.

As reflected in the condensed consolidated financial statements, the Company has generated revenues resulting in a net income during the ~~three~~six months ended ~~March~~June 3130, 2025 resulting in accumulated earnings of $85543,~~715~~419 and is showing total assets in excess of total liabilities as of ~~March~~June 3130, 2025. However, in the past the Company has reported losses and cash used in operating activities, and has relied on advances from related parties and proceeds from the sale of stock, therefore has not yet developed a proven track record of profitability. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

The Company is engaged in full-scale operations as a distributor and generates revenue; however, the Company’s cash position may not be sufficient to support the Company’s daily operations long-term. ~~Management intends to raise additional funds by way of a private or public offering~~. While the Company believes in the viability of its strategy to commence operations and generate sufficient revenue and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate sufficient revenue ~~and its ability to raise additional funds by way of a public or private offering~~.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not required.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

As of ~~March~~June 3130, 2025 (the “Evaluation Date”), the Company’s management evaluated, with participation of its principal ~~executive~~ executive officer, the effectiveness of the Company’s disclosure controls and procedures, as defined in Rules 13a-15 of the Securities ~~Exchange~~ Exchange Act of 1934, as amended (the “Exchange Act”). Based on that evaluation, the Company’s principal executive officer concluded that the Company’s disclosure controls and procedures were ineffective as of ~~March~~June 3130, 2025.

Management assessed the effectiveness of its internal control over financial reporting as of the Evaluation Date based on criteria for effective internal control over financial reporting described in Internal Control—Integrated Framework issued in 2013 by the Committee of Sponsoring Organizations of the Treadway Commission. The material weaknesses identified during management’s assessment were (i) a lack of sufficient internal accounting resources; (ii) a lack of segregation of duties to ensure adequate review of financial statement preparation, (iii) lack of an independent board of directors or audit committee, and (iv) lack of written documentation of our internal control policies and procedures. In light of these material weaknesses, management has concluded that we did not maintain effective internal control over financial reporting at the Evaluation Date. We plan to rectify these weaknesses by establishing written policies and procedures for our internal control of financial reporting and hiring additional accounting personnel at such time as we raise sufficient capital to do so. There were no changes in controls during the quarter ended ~~March~~June 3130, 2025.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.

Item 1A. Cybersecurity

To date, the Company has not identified any cybersecurity incidents which have materially affected, or are reasonably likely to materially affect, the Company’s business strategy, results of operations or financial condition. The Company has not implemented any specific policies with respect to monitoring and managing cybersecurity threats. Moreover, the Company is aware of the evolution of cybersecurity risks and is taking proactive steps by keeping up to date our information systems and educating our personnel about these risks.

The Company recognizes the importance of developing, implementing, and maintaining cybersecurity measures to safeguard its information systems and protect the confidentiality, integrity, and availability of the data. The Company will be looking to adopt cybersecurity processes, technologies and controls to aid in its efforts to assess, prevent, identify and manage such risks.

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

None

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Not applicable.

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Item 6. Exhibits

Exhibit #	Exhibit Description	Incorporated By Reference			Filed or Furnished Herewith
		Form	Date	Number
3.1(a)	Articles of Incorporation	S-1	11/4/2019	3.1

3.1(b)	Amendment to Articles of Incorporation	10-K	11/26/2021	3.1B

3.2	Bylaws	S-1	11/4/2019	3.2

10.1	Stock purchase agreement dated August 29, 2022*	10-Q	08/11/2023	10.1

10.2	Stock purchase Agreement dated October 19, 2022*	10-Q	08/11/2023	10.2

10.3	Stock purchase Agreement dated December 20, 2022	10-Q	08/11/2023	10.3

31.1	Certification of Principal Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a)				Filed

31.2	Certification of Principal Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a)				Filed

32.1	Certification of Principal Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002				Furnished**

32.2	Certification of Principal Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002				Furnished**

101	Inline Interactive data files pursuant to Rule 405 of Regulation S-T				Filed

104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

Certain schedules, appendices and exhibits have been omitted in accordance with Item 601 of Regulation S-K. A copy of any omitted schedule, appendix and/or exhibit will be furnished supplementally to the Staff of the Securities and Exchange Commission upon request.

This exhibit is being furnished rather than filed and shall not be deemed incorporated by reference into any filing, in accordance with Item 601 of Regulation S-K.

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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	BioScience Health Innovations Inc.
Dated: May 8, 2025	By:	/s/ Darren Lopez
Dated: August 7, 2025	By:	/s/ Darren Lopez
		Darren Lopez
		Chief Executive Officer
		(Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Name	Title	Date
/s/ Darren Lopez	Principal Executive Officer and Director	~~May~~August 87, 2025
Darren Lopez

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