UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

Mark One

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

For the fiscal year ended December 31, ~~2024~~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

~~NOWTRANSIT~~ BIOSCIENCE HEALTH INNOVATIONS INC.

(Exact name of registrant as specified in its charter)

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

~~2722~~ 14857 South ~~West~~Concord ~~Temple~~Park Drive

~~Salt Lake City~~Bluffdale, UT ~~84115~~84065

(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 if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15 (d) of the Act. Yes ☒ No ☐

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 check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Class		Outstanding as of March 1227, 2025
Common Stock: $0.0001 par value		4311,~~916~~367,~~221~~125

The aggregate market value of the registrant’s common stock held by non-affiliates on June 30, ~~2024~~2025, the last business day of the registrant’s most recently completed second quarter, was $4143,~~596~~916,~~221~~232.

TABLE OF CONTENTS

PART I
ITEM 1	Business	4	1
ITEM 1A	Risk Factors	4	1
ITEM 1B	Cybersecurity	7	4
ITEM 2	Properties	7	4
ITEM 3	Legal Proceedings	7	4
ITEM 4	Mine Safety Disclosures	7	4
PART II
ITEM 5	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	8	5
ITEM 6	Selected Financial Data	8	5
ITEM 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations	9	6
ITEM 7A	Quantitative and Qualitative Disclosures about Market Risk	14	12
ITEM 8	Financial Statements and Supplementary Data	15	F-1
ITEM 9	Changes In and Disagreements with Accountants on Accounting and Financial Disclosure	27	13
ITEM 9A	Controls and Procedures	27	13
ITEM 9B	Other Information	28	14
ITEM 9C	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	28	14
PART III
ITEM 10	Directors, Executive Officers and Corporate Governance	29	15
ITEM 11	Executive Compensation	30	16
ITEM 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	30	16
ITEM 13	Certain Relationships and Related Transactions, and Director Independence	31	17
ITEM 14	Principal Accountant Fees and Services	31	17
PART IV
ITEM 15	Exhibits	33	19
ITEM 16	Form 10-K Summary	33	19

Table of Contents

PART I

Item 1. Business

FORWARD-LOOKING STATEMENTS

This annual report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding our ability to locate and acquire an operating business, the status of our current acquisition opportunity and the resources and efforts we intend to dedicate to such an endeavor, our development of a viable business plan and our ability to locate sources of capital necessary to meet our business needs and objectives. All statements other than statements of historical facts contained in this Report, including statements that relate to our future financial performance, liquidity, business strategy and plans and objectives of management for future operations, are forward-looking statements. These forward-looking statements often can be identified by the use of terms such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate,” “approximate,” “should,” “intend,” “could,” “potential,” “is likely,” “plan,” “continue,” and similar expressions. 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 in 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.

General Information

~~Nowtransit~~ BioScience Health Innovations Inc. (“~~Nowtransit~~we,” “weus,” “the Company”) was incorporated in the State of Nevada on July 8, 2019 ~~and~~ ~~has~~with athe ~~fiscal~~name ~~year~~Nowtransit, ~~end of December 31~~Inc. ~~Through March 10, 2023 we had not generated material revenues, had minimal assets~~ and ~~had incurred~~ ~~losses~~we ~~since~~changed ~~inception.~~our Wename ~~were formed~~ to ~~engage~~BioScience inHealth ~~the~~Innovations ~~online~~Inc. ~~delivery~~on ~~business,~~February ~~but in connection with the reverse merger described in the following paragraph~~21, ~~the Company terminated its plans in the online delivery business~~2025. ~~Since~~We ~~the~~have ~~reverse merger we’ve experienced~~ a ~~change~~fiscal ofyear ~~control~~end ~~and we now sell clinically-tested, affordably priced products to naturally battle the onslaught~~ of ~~bacteria~~December ~~and viruses through online sales and in various other distribution channels~~31.

~~Reverse Merger~~Item 1A. Risk Factors

~~On February~~Investing ~~13,~~in ~~2023,~~our ~~Nowtransit~~common ~~Inc~~stock involves a high degree of risk. ~~entered~~Investors ~~into~~should carefully consider the ~~Exchange~~following ~~Agreement~~Risk ~~with~~Factors ~~Best~~before ~~365~~deciding ~~Labs~~whether ~~Inc.~~to ~~(“Best”)~~invest ~~and~~in the ~~shareholders~~Company. Additional ofrisks ~~Best~~and ~~who~~uncertainties ~~collectively~~not ~~owned~~presently 9known to us,~~588,000~~ ~~shares~~or ofthat ~~Best~~we ~~common~~currently ~~stock~~deem immaterial, ormay ~~100%~~also impair our financial condition. If any of the ~~outstanding~~events ~~shares~~discussed ofin ~~Best~~the ~~common~~Risk ~~stock.~~Factors ~~The~~below ~~transaction consummated~~occur, onour ~~March~~business, 10consolidated financial condition, ~~2023~~results (of operations or prospects could be materially and adversely affected. In such case, the ~~“Closing”)~~value and marketability of our common stock could decline.

~~Upon the~~Because ~~Closing,~~we ~~the~~have ~~Company~~limited ~~issued the Best shareholders 34~~capital,~~371,100~~ ~~shares~~we ofmay ~~the Company’s common stock, representing approximately~~need ~~85.39% of the shares of the Company’s common stock~~ to beraise ~~outstanding,~~additional capital in ~~exchange for all of~~ the ~~shares~~future ~~of Best common stock held~~ by ~~Best~~issuing ~~shareholders.~~debt ~~The~~or ~~transaction~~equity ~~was accounted for as a reserve merger. Best was the accounting acquirer and Nowtransit the accounting acquiree. As such~~securities, the ~~consolidated~~terms ~~financial~~of ~~statements~~which ~~presented~~may ~~are~~dilute ~~the~~our ~~historical~~current ~~financial~~investors ~~statements of Best with retroactive adjustments~~and/or toreduce ~~reflect~~or ~~the~~limit ~~equity~~their ofliquidation ~~Nowtransit.~~or ~~Since~~other ~~Nowtransit was the legal acquirer, the resulting financial statements are in the name of Nowtransit~~rights.

~~Item~~The terms of securities we issue in future capital 1Araising transactions may be more favorable to new investors, and may include liquidation preferences, superior voting rights or the issuance of other derivative securities, which could have a further dilutive effect on or subordinate the rights of our current investors. ~~Risk~~Any additional ~~Factors~~capital raised through the sale of equity securities will likely dilute the ownership percentage of our shareholders. Additionally, any debt securities we issue would likely create a liquidation preference superior to that of our current investors and, if convertible into shares of common stock, would also pose the risk of dilution.

Investing in our common stock involves a high degree of risk. Investors should carefully consider the following Risk Factors before deciding whether to invest in the Company. Additional risks and uncertainties not presently known to us, or that we currently deem immaterial, may also impair our financial condition. If any of the events discussed in the Risk Factors below occur, our business, consolidated financial condition, results of operations or prospects could be materially and adversely affected. In such case, the value and marketability of our common stock could decline.1

~~Because we~~Table ~~have limited capital, we may need to raise additional capital in the future by issuing debt or equity securities, the terms~~ of ~~which may dilute our current investors and/or reduce or limit their liquidation or other rights.~~Contents

~~The terms~~We ~~of securities we issue in future capital raising transactions~~ may be ~~more~~unable ~~favorable~~ to ~~new~~obtain ~~investors,~~necessary ~~and may include liquidation~~financing ~~preferences,~~if superior voting rights or the issuance of other derivative securities, which could have a further dilutive effect on or subordinate the rights of our current investors. Any additional capital raised through the sale of equity securities will likely dilute the ownership percentage of our shareholders. Additionally, any debt securities we issue would likely create a liquidation preference superior to that of our current investors and, ifwhen ~~convertible into shares of common stock, would also pose the risk of dilution~~required.

4Our ability to obtain financing, if and when necessary, may be impaired by such factors as the capital markets (both in general and in the particular industry or industries in which we may choose to operate), our limited operating history and lack of operations, the national and global economies and the condition of the market for microcap securities. Further, economic downturns including the recession we may be entering combined with high inflation and investor uncertainties may increase our requirements for capital, particularly if such economic downturn persists for an extended period of time or after we have acquired an operating entity, and may limit or hinder our ability to obtain the funding we require. If the amount of capital we are able to raise from financing activities, together with any revenues we may generate from future operations, is not sufficient to satisfy our capital needs, we may be required to cease our operations, divest our assets at unattractive prices or obtain financing on unattractive terms. If any of the foregoing should happen, our shareholders could lose some or all of their investment.

~~Table~~Risks ofRelated ~~Contents~~to Our Common Stock

~~We may~~Due beto ~~unable~~factors tobeyond ~~obtain~~our ~~necessary~~control, ~~financing~~our ifstock price ~~and~~may ~~when~~be ~~required~~volatile.

~~Our ability~~There tois ~~obtain~~currently ~~financing,~~a iflimited ~~and~~market ~~when~~for ~~necessary~~our common stock, ~~may be impaired by such factors as the capital markets (both in general~~ and inthere ~~the particular~~can ~~industry~~be orno ~~industries~~guarantee inthat ~~which~~an weactive ~~may~~market ~~choose~~for ~~to operate),~~ our ~~limited~~common ~~operating~~stock ~~history~~will ~~and~~develop. ~~lack~~As of ~~operations~~December 31, ~~the~~2025, ~~national and~~there ~~global~~were ~~economies~~only 53 ~~and~~record ~~the~~holders ~~condition~~ of ~~the~~our ~~market~~common ~~for microcap securities. Further~~stock, ~~economic~~and ~~downturns~~trading ~~including~~is ~~the~~very ~~recession~~limited ~~we may be entering combined with high inflation~~ and ~~investor~~sporadic. ~~uncertainties may increase our requirements for capital~~Further, ~~particularly~~even if ~~such economic~~an ~~downturn~~active ~~persists~~market for anour ~~extended~~common ~~period~~stock develops, ofit ~~time~~will orlikely ~~after~~be wesubject ~~have~~to ~~acquired~~significant anprice ~~operating~~volatility ~~entity,~~when ~~and~~compared ~~may limit or hinder our ability~~ to ~~obtain~~more ~~the~~seasoned ~~funding~~issuers. weWe ~~require.~~expect Ifthat the ~~amount~~price of our ~~capital~~common westock ~~are~~will ~~able~~continue to ~~raise~~be ~~from~~more ~~financing~~volatile ~~activities,~~than ~~together~~more ~~with~~seasoned ~~any revenues~~issuers wefor ~~may~~the ~~generate~~foreseeable ~~from~~ future. ~~operations,~~Fluctuations isin ~~not~~the ~~sufficient~~price ~~to satisfy~~ of our ~~capital~~common ~~needs,~~stock wecan ~~may~~ be ~~required~~based toon ~~cease~~various ~~our~~factors ~~operations, divest~~in ~~our~~addition ~~assets~~to atthose ~~unattractive~~otherwise ~~prices~~described orin ~~obtain~~this ~~financing on unattractive terms. If any of the foregoing should happen~~Report, ~~our shareholders could lose some or all of their investment.~~including:

~~Risks Related~~● The operating performance of the business, including any failure to ~~Our~~achieve ~~Common~~material ~~Stock~~revenues therefrom;

~~Due to~~● ~~factors~~The ~~beyond~~performance ~~our~~of ~~control,~~ our ~~stock~~competitors ~~price~~in ~~may~~the ~~be volatile.~~ marketplace;

~~There is~~● ~~currently~~The apublic’s ~~limited~~reaction ~~market~~to ~~for~~ our ~~common~~press ~~stock~~releases, ~~and~~SEC ~~there can be no guarantee that an active market for our common stock will develop. As of December 31~~filings, ~~2024,~~website ~~there~~content ~~were only 51 record holders of our common stock,~~ and ~~trading~~other ispublic ~~very~~announcements ~~limited~~ and sporadic. Further, even if an active market for our common stock develops, it will likely be subject to significant price volatility when compared to more seasoned issuers. We expect that the price of our common stock will continue to be more volatile than more seasoned issuers for the foreseeable future. Fluctuations in the price of our common stock can be based on various factors in addition to those otherwise described in this Report, including:information;

● ~~The~~Variations ~~operating~~in ~~performance~~general ofeconomic ~~the business~~conditions, including ~~any~~as ~~failure~~may tobe ~~achieve~~caused ~~material~~by ~~revenues~~uncontrollable ~~therefrom~~events;

● The ~~performance~~public disclosure of ~~our~~the ~~competitors~~terms of any financing we disclose in the ~~marketplace~~future;

● The ~~public’s~~number ~~reaction~~of toshares of our ~~press~~common ~~releases,~~stock ~~SEC~~that ~~filings,~~are ~~website~~publicly ~~content~~traded ~~and~~in ~~other~~the ~~public announcements and information~~future;

● ~~Variations~~Actions inof ~~general~~our ~~economic~~existing ~~conditions~~shareholders, including assales ~~may~~of becommon ~~caused~~stock by ~~uncontrollable~~our ~~events~~then directors and then executive officers or by significant investors; and

●Many ~~The~~of ~~public~~these ~~disclosure~~factors ofare beyond our control and may decrease the ~~terms~~market price of ~~any~~our ~~financing~~common westock, ~~disclose~~regardless of our current or subsequent operating performance and financial condition. In the past, following periods of volatility in the ~~future;~~market price of a company’s securities, securities class action litigation has often been instituted. A securities class action suit against us could result in substantial costs and divert our management’s time and attention, which would otherwise be used to benefit our business.

●Because ~~The~~trading ~~number~~in ofour ~~shares~~common ofstock is so limited, investors who purchase our common stock ~~that~~may ~~are~~depress ~~publicly~~the ~~traded~~market inif ~~the~~they ~~future;~~sell common stock.

●Our ~~Actions~~common ofstock ~~our~~trades ~~existing~~on ~~shareholders~~the OTC Pink Market, the ~~including~~successor ~~sales~~to the pink sheets. The OTC Pink Market generally is illiquid and most stocks traded there are of ~~common~~companies ~~stock~~that byare ~~our~~not required ~~then~~to ~~directors~~file reports with the SEC under the Exchange Act. While we voluntarily file Forms 10-Q and ~~then~~10-K ~~executive~~with ~~officers~~the orSEC, bywe ~~significant~~are ~~investors;~~a voluntary filer and not required to file reports with the SEC. Our common stock itself infrequently trades.

Many of these factors are beyond our control and may decrease the market price of our common stock, regardless of our current or subsequent operating performance and financial condition. In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been instituted. A securities class action suit against us could result in substantial costs and divert our management’s time and attention, which would otherwise be used to benefit our business.2

~~Because trading~~Table inof ~~our common stock is so limited, investors who purchase our common stock may depress the market if they sell common stock.~~Contents

~~Our common stock trades on the OTC Pink Market, the successor to the pink sheets.~~ The ~~OTC~~market ~~Pink~~price ~~Market generally is illiquid and most stocks traded there are~~ of ~~companies~~our ~~that~~common ~~are~~stock ~~not~~may ~~required to file reports with the SEC under the Exchange Act. While we voluntarily file Forms~~decline ~~10-Q~~if ~~and 10-K with the SEC, we are~~ a ~~voluntary~~substantial ~~filer~~number ~~and~~of ~~not~~shares ~~required~~of toour ~~file~~common ~~reports~~stock ~~with~~are ~~the~~sold ~~SEC.~~at ~~Our~~once ~~common~~or ~~stock~~in ~~itself~~large ~~infrequently trades~~blocks.

5Presently the market for our common stock is limited. If an active market for our shares develops in the future, some or all of our shareholders may sell their shares of our common stock which may depress the market price.

~~Table~~Future issuances of ~~Contents~~our common stock could dilute the interests of our existing shareholders, particularly in connection with an acquisition and any resulting financing.

~~The market~~We ~~price~~may issue additional shares of our common stock in ~~may~~the ~~decline~~future. ifThe issuance of a substantial ~~number~~amount of ~~shares~~our common stock or securities convertible, exercisable or exchangeable for our common stock could substantially dilute the interests of our shareholders. In addition, the sale of a substantial amount of common stock in ~~are~~the ~~sold~~public atmarket, ~~once~~either in the initial issuance or in ~~large~~a ~~blocks~~subsequent resale by the target company’s former equity holders in a business combination which received our common stock as consideration, or by investors who had previously acquired such common stock, could have an adverse effect on the market price of our common stock.

~~Presently the~~Because ~~market for~~ our common stock is ~~limited.~~subject Ifto ~~an active market for our shares develops in~~ the ~~future, some or all of our shareholders~~ ~~may~~“penny ~~sell their shares of our common~~ stock ~~which may depress the market price. Further, Rule 144 will not be available since we are a “shell~~” ~~company~~rules, ~~unless~~brokers wecannot ~~become~~generally asolicit ~~mandatory filer and 12 months passes from~~ the ~~filing~~purchase of ~~what is called “Form 10” information. Any sale of a substantial number of these shares in the public market, or the perception that such a sale could occur, could cause the market price of~~ our common stock ~~to decline~~, which ~~could~~adversely ~~reduce the value of the shares held by our other shareholders. Further,~~affects ~~the~~its ~~Term~~liquidity ~~Sheet~~and ~~envisions~~market that following of the closing we must file a Registration Statement on Form S-1 to register the common stock issuable upon conversion of the preferred stock issued to the investors in conjunction with the closing. While the number of shares may not be large, the filing of a Registration Statement often results in a drop in the price ~~of a company’s common stock~~.

~~Future~~The SEC has adopted regulations which generally ~~issuances~~define “penny stock” to be an equity security that has a market price of less than $5.00 per share, subject to specific exemptions. The market price of our common stock ~~could~~on ~~dilute~~the OTC Pink Market is presently less than $5.00 per share and therefore we are considered a “penny stock” company according to SEC rules. Further, we do not expect our stock price to rise above $5.00 in the ~~interests~~foreseeable offuture. The “penny stock” designation requires any broker-dealer selling our ~~existing~~securities ~~shareholders~~to disclose certain information concerning the transaction, ~~particularly~~obtain ina ~~connection~~written ~~with~~agreement anfrom ~~acquisition~~the purchaser and determine that the purchaser is reasonably suitable to purchase the securities. These rules limit the ability of broker-dealers to solicit purchases of our common stock and ~~any~~therefore ~~resulting~~reduce ~~financing~~the liquidity of the public market for our shares.

~~We may~~Moreover, ~~issue~~as ~~additional shares of our common stock in the future. The issuance of~~ a ~~substantial~~result ~~amount~~ of ~~our~~apparent ~~common~~regulatory ~~stock or securities~~pressure ~~convertible,~~from ~~exercisable~~the orSEC ~~exchangeable~~and ~~for our common stock could substantially dilute~~ the ~~interests~~Financial ofIndustry ~~our~~Regulatory ~~shareholders.~~Authority ~~In addition~~(“FINRA”), ~~the~~ ~~sale of~~ a ~~substantial~~growing ~~amount~~number of ~~common~~broker-dealers ~~stock~~decline into ~~the~~permit investors ~~public~~to ~~market,~~purchase ~~either~~and insell ~~the initial issuance~~ or inotherwise amake ~~subsequent~~it ~~resale~~difficult byto ~~the target~~sell ~~company’s~~shares ~~former~~of ~~equity~~penny ~~holders~~stocks. inThe a“penny ~~business combination which received our common~~ stock” ~~as consideration, or by investors~~designation ~~who~~may ~~had previously acquired such common stock, could~~ have ana ~~adverse~~depressive effect onupon ~~the market price of~~ our common stock price.

Because ~~our~~ ~~common~~of ~~stock~~FINRA issales ~~subject~~practice torequirements which ~~the~~affect ~~“penny stock” rules~~broker-dealers, ~~brokers cannot generally solicit~~ the ~~purchase~~market ofprice for our common stock, ~~which~~will be adversely ~~affects its liquidity and market price~~affected.

~~The SEC~~FINRA has adopted ~~regulations~~rules ~~which~~that ~~generally~~require ~~define~~that ~~“penny~~in ~~stock”~~recommending an investment to bea ancustomer, ~~equity~~a ~~security~~broker-dealer ~~that~~must ~~has~~have areasonable ~~market~~grounds ~~price~~for ofbelieving ~~less than~~that ~~$5.00~~the ~~per~~investment ~~share,~~is ~~subject~~suitable tofor ~~specific~~that ~~exemptions~~customer. Prior ~~The~~to ~~market~~recommending ~~price~~speculative oflow-priced ~~our~~securities ~~common~~to ~~stock~~their onnon-institutional ~~the~~customers, ~~OTC~~broker-dealers ~~Pink~~must ~~Market~~make isreasonable ~~presently~~efforts to ~~less~~obtain ~~than $5.00~~information ~~per~~about ~~share~~the ~~and~~customer’s ~~therefore~~financial westatus, ~~are~~tax ~~considered~~status, ainvestment ~~“penny~~objectives ~~stock”~~and ~~company~~other ~~according~~information. toUnder ~~SEC~~interpretations of ~~rules.~~these ~~Further~~rules, weFINRA dobelieves ~~not~~that ~~expect our~~there ~~stock~~is ~~price~~a tohigh ~~rise~~probability ~~above~~that ~~$5.00~~speculative inlow-priced ~~the~~securities ~~foreseeable~~will ~~future~~not be suitable for at least some customers. ~~The~~FINRA ~~“penny~~requirements ~~stock”~~make ~~designation~~it ~~requires~~more ~~any~~difficult for broker-~~dealer~~dealers ~~selling our~~to ~~securities~~recommend tothat ~~disclose~~their ~~certain~~customers ~~information~~buy ~~concerning~~shares ~~the~~of ~~transaction~~our common stock, ~~obtain~~which amay ~~written~~limit ~~agreement~~our ~~from~~shareholders’ ~~the~~ability ~~purchaser~~to buy and ~~determine that~~sell ~~the~~our ~~purchaser~~common isstock ~~reasonably~~and ~~suitable~~have toan ~~purchase~~adverse effect on the ~~securities~~market for our shares. ~~These~~Further, ~~rules~~due ~~limit~~to ~~the~~FINRA ~~ability~~regulation, ofthere ~~broker-dealers~~are toa ~~solicit~~limited ~~purchases~~ number of ~~our~~broker ~~common~~dealers ~~stock~~which ~~and~~will ~~therefore~~handle ~~reduce~~penny ~~the~~stocks, ~~liquidity~~which ofimpairs the market ~~public~~and ~~market~~reduces ~~for~~the ~~our~~market ~~shares~~price.

~~Moreover, as~~Due ato ~~result~~changes ofto ~~apparent~~Rule ~~regulatory~~15c2-11 ~~pressure~~under ~~from~~ the ~~SEC~~Securities Exchange ~~and~~Act ~~the~~of ~~Financial Industry Regulatory Authority (“FINRA”)~~1934, aour ~~growing number~~common ofstock ~~broker-dealers~~may ~~decline~~become tosubject ~~permit investors~~ to ~~purchase~~limitations ~~and sell~~ or ~~otherwise~~reductions ~~make~~on ~~it difficult to sell shares of penny stocks. The “penny~~ stock” ~~designation~~price, ~~may~~liquidity ~~have~~or ~~a depressive effect upon our common stock price~~volume.

~~Because~~On September 28, 2021, the SEC’s amendments ofto ~~FINRA~~Rule ~~sales~~15c2-11 ~~practice~~under ~~requirements~~the ~~which~~Exchange ~~affect~~Act became effective. This Rule applies to broker-dealers, ~~the~~who ~~market~~quote ~~price~~securities ~~for~~listed on over-the-counter markets such as our common stock. The Rule as amended prohibits broker-dealers from publishing quotations on OTC markets for an issuer’s securities unless they are based on current publicly available information about the issuer. The amended Rule will bealso ~~adversely~~limit ~~affected~~the Rule’s “piggyback” exception, which allows broker-dealers to publish quotations for a security in reliance on the quotations of a broker-dealer that initially performed the information review required by the Rule, to issuers with current publicly available information or issuers that are up-to-date in their Exchange Act reports. As of this date, we are uncertain as what actual effect the Rule may have on us.

FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy shares of our common stock, which may limit our shareholders’ ability to buy and sell our common stock and have an adverse effect on the market for our shares. Further, due to FINRA regulation, there are a limited number of broker dealers which will handle penny stocks, which impairs the market and reduces the market price.3

~~Due to~~Table ~~changes to Rule 15c2-11 under the Securities Exchange Act~~ of ~~1934, our common stock may become subject to limitations or reductions on stock price, liquidity or volume.~~Contents

~~On September~~Upon ~~28, 2021,~~ the ~~SEC’s~~effective ~~amendments~~date toof ~~Rule 15c2-11 under~~ the ~~Exchange Act became effective. This~~ Rule ~~applies to broker-dealers~~amendments, ~~who quote securities listed on over-~~the~~-counter~~ ~~markets~~OTC ~~such~~Markets ashas ~~our~~passed ~~common~~a ~~stock.~~rule ~~The~~that ~~Rule~~permits asshell ~~amended~~companies ~~prohibits~~to ~~broker-dealers~~trade ~~from publishing quotations on OTC markets~~ for anonly ~~issuer’s~~18 ~~securities~~months ~~unless~~after ~~they~~September ~~are~~28, ~~based on current publicly available information about the issuer~~2021. ~~The~~As ~~amended~~a ~~Rule will also limit the Rule’s “piggyback” exception~~result, ~~which~~we ~~allows~~will need ~~broker-dealers~~ to ~~publish~~acquire ~~quotations for~~an aoperating ~~security~~business inwithin ~~reliance on~~ the ~~quotations~~prescribed oftimeframe ain ~~broker-dealer~~order ~~that~~for ~~initially~~our ~~performed~~common ~~the~~stock ~~information review required by the Rule,~~ to ~~issuers~~continue ~~with current publicly available information or issuers that are up-~~to~~-date~~ inbe ~~their~~quoted ~~Exchange~~on ~~Act~~the ~~reports. As of this date,~~OTC wePink ~~are uncertain as what actual effect the Rule may have on us~~Market.

6The Rule changes could harm the liquidity and/or market price of our common stock by either preventing our shares from being quoted or driving up our costs of compliance. Because we are a voluntary filer under Section 15(d) of the Exchange Act and not a public reporting company, the practical impact of these changes is to require us to maintain a level of periodic disclosure we are not presently required to maintain, which would cause us to incur material additional expenses. Further, if we cannot or do not provide or maintain current public information about our company, our stockholders may face difficulties in selling their shares of our common stock at desired prices, quantities or times, or at all, as a result of the amendments to the Rule.

~~Table~~Because we may issue preferred stock without the approval of ~~Contents~~our shareholders and have other anti-takeover defenses, it may be more difficult for a third-party to acquire us and could depress our stock price.

~~Upon~~Our Board may issue, without a vote of our shareholders, ~~the~~one ~~effective~~or ~~date~~more series of ~~the~~preferred ~~Rule~~stock ~~amendments~~that have voting rights, ~~the~~liquidation ~~OTC~~preferences, ~~Markets~~dividend ~~has~~rights ~~passed~~and aother ~~rule~~rights that ~~permits~~are ~~shell~~superior to ~~companies~~those toof ~~trade~~our ~~for~~common ~~only~~stock. 18Any ~~months~~issuance of preferred stock could adversely affect the rights of holders of our common stock in that ~~after~~such ~~September~~preferred 28stock could have priority over the common stock with respect to voting, ~~2021.~~dividend Asor aliquidation ~~result~~rights. Further, because we ~~will~~can ~~need~~issue preferred stock having voting rights per share that are greater than the equivalent of one share of our common stock, our Board could issue preferred stock to ~~acquire~~investors anwho ~~operating~~support us and our management and give effective control of our business ~~within~~to ~~the~~our ~~prescribed~~management. Additionally, ~~timeframe~~issuance of preferred stock could block an acquisition resulting in ~~order~~both ~~for~~a drop in our stock price and a decline in interest of our common stock. toThis ~~continue~~could make it more difficult for shareholders to besell ~~quoted~~their oncommon stock and/or cause the ~~OTC~~market ~~Pink~~price ~~Market~~of our common stock shares to drop significantly, even if our business is performing well.

The Rule changes could harm the liquidity and/or market price of our common stock by either preventing our shares from being quoted or driving up our costs of compliance. Because we are a voluntary filer under Section 15(d) of the Exchange Act and not a public reporting company, the practical impact of these changes is to require us to maintain a level of periodic disclosure we are not presently required to maintain, which would cause us to incur material additional expenses. Further, if we cannot or do not provide or maintain current public information about our company, our stockholders may face difficulties in selling their shares of our common stock at desired prices, quantities or times, or at all, as a result of the amendments to the Rule.

Because we may issue preferred stock without the approval of our shareholders and have other anti-takeover defenses, it may be more difficult for a third-party to acquire us and could depress our stock price.

Our Board may issue, without a vote of our shareholders, one or more series of preferred stock that have voting rights, liquidation preferences, dividend rights and other rights that are superior to those of our common stock. Any issuance of preferred stock could adversely affect the rights of holders of our common stock in that such preferred stock could have priority over the common stock with respect to voting, dividend or liquidation rights. Further, because we can issue preferred stock having voting rights per share that are greater than the equivalent of one share of our common stock, our Board could issue preferred stock to investors who support us and our management and give effective control of our business to our management. Additionally, issuance of preferred stock could block an acquisition resulting in both a drop in our stock price and a decline in interest of our common stock. This could make it more difficult for shareholders to sell their common stock and/or cause the market price of our common stock shares to drop significantly, even if our business is performing well.

Item 1B. 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. Properties

Our principal place of business is ~~2722~~14857 SSouth Concord ~~West~~Park ~~Temple~~Drive, ~~Salt Lake City~~Bluffdale, UT ~~84115~~84065. WeOn ~~have~~December a1, ~~verbal~~2025, ~~month~~we entered a 15-~~to-~~month rental arrangement for our office and inventory space. We believe that these facilities are adequate for our current needs. We do not own any real estate.

Item 3. Legal Proceedings

We are not currently a party in any legal proceeding or governmental regulatory proceeding nor are we currently aware of any pending or potential legal proceeding or governmental regulatory proceeding proposed to be initiated against us that would have a material adverse effect on us or our business.

Item 4. Mine Safety Disclosures

Not applicable.

Table of Contents

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

Our common stock is not listed on any securities exchange, and is quoted on the OTC Pink Market under the symbol “NOTR.” Because our common stock is not listed on a securities exchange and its quotations on the OTC Pink Market are limited and sporadic, there is currently no established public trading market for our common stock.

The following table reflects the high and low closing sales information for our common stock for each fiscal quarter during the fiscal years ended December 31, ~~2024~~2025 and ~~2023~~2024. This information was obtained from the OTC Pink Market and reflects inter-dealer prices without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.

	COMMON STOCK MARKET PRICE
	HIGH		LOW
FISCAL YEAR ENDED DECEMBER 31, 2024:
FISCAL YEAR ENDED DECEMBER 31, 2025:
First Quarter	$	94.0100	$	94.0100
Second Quarter	$	14.00	$	14.00
Third Quarter	$	14.00	$	14.00
Fourth Quarter	$	14.00	$	14.00

	COMMON STOCK MARKET PRICE
	HIGH		LOW
FISCAL YEAR ENDED DECEMBER 31, 2023:
FISCAL YEAR ENDED DECEMBER 31, 2024:
First Quarter	$	189.0001		109.0001
Second Quarter	$	91.0100		91.0100
Third Quarter	$	91.0100		91.0100
Fourth Quarter	$	91.0100		91.0100

Number of Holders

As of December 31, ~~2024~~2025, 4310,~~916~~979,~~221~~058 shares of our common stock were issued and outstanding, which were held by 5153 stockholders of record.

Stock Transfer Agent

Our stock transfer agent is Colonial Stock Transfer, 7840 S 700 E, Sandy, Utah 84070, (801) 355-5740, www.colonialstock.com.

Dividends

No cash dividends were paid on our shares of common stock during the years ended December 31, ~~2024~~2025 and ~~2023~~2024. We have not paid any cash dividends since our inception and do not foresee declaring any cash dividends on our common stock in the foreseeable future.

Securities Authorized ~~For~~for Issuance Under Equity Compensation Plans

We currently do not have any equity compensation plans.

Recent Sales of Unregistered Securities

During the year ~~2023~~2024, the Company issued 1755,~~063,621~~ 000 common shares for cash proceeds of $~~265~~755,000.

~~During the~~Item ~~year~~6. ~~2024,~~Selected ~~the~~Financial ~~Company issued 3,020,000 common shares for cash proceeds of $755,000.~~Data

~~Item~~Consistent with the rules applicable to “smaller 6.reporting ~~Selected~~entities”, ~~Financial~~we ~~Data~~have omitted the information required by Item 6.

~~Consistent with the rules applicable to “smaller reporting entities”, we have omitted the information required by Item 6.~~5

8Table of Contents

~~Table~~Item 7. Management’s Discussion and Analysis of ~~Contents~~Financial Condition and Results of Operations

~~Item 7.~~Cautionary ~~Management’s~~Note ~~Discussion~~Regarding ~~and~~Forward ~~Analysis~~Looking ~~of Financial Condition and Results of Operations~~Statements

~~Cautionary~~This Report contains forward-looking statements ~~Note~~within ~~Regarding~~the ~~Forward~~meaning ~~Looking~~of ~~Statements~~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.

~~This Report~~The ~~contains~~results ~~forward-looking~~anticipated ~~statements~~by ~~within~~any ~~the~~or ~~meaning~~all of ~~the~~these forward-looking ~~Private~~statements ~~Securities~~might ~~Litigation~~not ~~Reform~~occur. ~~Act~~Important ~~of 1995~~factors, ~~including~~uncertainties ~~statements regarding our discussions~~ and ~~the~~risks ~~anticipated~~that ~~terms~~may ofcause aactual ~~potential~~results ~~reverse merger pursuant~~ to ~~which~~differ ~~we would acquire an operating business,~~materially ~~our~~from ~~business~~these ~~plan~~forward-looking ~~and our liquidity needs. All~~ statements ~~other~~include ~~than~~those ~~statements~~described ofelsewhere ~~historical facts contained~~ in this Report, ~~including statements~~and ~~regarding~~in our ~~future~~Annual ~~financial~~Report ~~position,~~on ~~liquidity,~~Form ~~business~~10-K ~~strategy and plans and objectives of management~~ for ~~future~~the ~~operations,~~fiscal ~~are~~year ~~forward-looking~~ended ~~statements.~~December ~~The words “believe~~31,” ~~“may,”~~2025 ~~“estimate,”~~under “~~continue,”~~Item ~~“anticipate,” “intend,”~~1A. ~~“should,”~~– ~~“plan,”~~Risk ~~“could,~~Factors.” ~~“target,”~~We ~~“potential,”~~undertake ~~“is likely,”~~no ~~“will,”~~obligation ~~“expect” and similar expressions, as they relate~~ to ~~us,~~publicly ~~are~~update ~~intended~~or ~~to identify forward-looking~~revise ~~statements.~~any ~~We have based these~~ forward-looking statements, ~~largely~~whether onas ~~our~~the ~~current~~result ~~expectations~~of ~~and~~new ~~projections~~information, ~~about~~ future events ~~and financial~~or ~~trends that we believe may affect our financial condition, results of operations, business strategy and financial needs~~otherwise.

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, 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.Overview

~~Overview~~BioScience Health Innovations Inc., through its wholly owned subsidiary Best 365 Labs, Inc., is a health and wellness innovation company focused on mitochondrial health science, advanced peptide delivery, and metabolic care. 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 in the health and wellness market. The Company’s mission is to help people live healthier, longer, and more vital lives through cellular optimization—what we describe as “affordable ground-zero natural health and wellness.”

AsThe Company’s core technology—the aMODS ~~leadership~~Max™ ~~team~~(Mineral weOxide ~~are~~Delivery ~~optimistic~~System) ~~and~~process—is ~~excited~~a ~~about~~patent-pending ~~our~~delivery ~~opportunities~~system tothat ~~carve~~enhances ~~out~~the ~~very~~bioavailability ~~profitable~~of nutritional ~~positions~~supplements, inpeptides, and bioactive compounds by directing the ~~marketplace~~user ~~through our~~on ~~patent-pending~~the ~~Methylene~~order ~~Blue~~and ~~products~~frequency ~~along~~to ~~with~~take ~~our~~the ~~additional~~Company’s products ~~specialty~~to ~~product~~obtain ~~offerings~~the best result. ~~The~~Unlike ~~market~~conventional ~~opportunities~~oral wesupplements ~~are~~that ~~targeting includes:~~deliver ~~Dementia~~10–20% ~~and~~of ~~Alzheimer’s~~their ~~disease~~active ingredients, the ~~ADHD~~MODS ~~and~~Max ~~ADD,~~process ~~Long~~achieves ~~Covid,~~higher ~~General~~bioavailability ~~Energy,~~by ~~Traumatic~~transiently ~~Brain~~opening ~~Injury,~~tight ~~Mild~~junctions ~~Cognitive~~in ~~Decline~~mucosal membranes through controlled, microdose ~~GLP-1~~reactive ~~Weight~~oxygen ~~Loss,~~species ~~Sleep~~(ROS). ~~Improvement,~~The ~~Epilepsy~~process ~~and~~is ~~Seizure~~compatible ~~Reduction~~with ~~and~~sublingual, ~~Nasal~~oral, ~~Health~~nasal, and ~~Allergy~~topical delivery formats.

~~A trend~~Fiscal ~~that~~Year we2025 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.Performance

~~The ability~~At the completion of fiscal year 2025, the Company grew torevenue ~~continue~~strategically asyear aover ~~going~~year, ~~concern~~was isonce ~~dependent~~again ~~upon~~profitable, ~~the~~and ~~Company’s~~is ~~ability~~positioned to scale further. ~~implement~~Revenue ~~its~~for ~~business~~fiscal year 2025 ~~plan~~was ~~and~~$5,688,717, ~~generate~~representing ~~sufficient~~a 208% increase over fiscal year 2024 revenue ~~and~~of ~~its~~$1,844,966. ~~ability~~Net toincome ~~raise~~for ~~additional~~fiscal ~~funds~~year by2025 ~~way~~was $642,090, a significant improvement over fiscal year 2024 net income of a$87,000, ~~public~~with ornet ~~private~~margins ~~offering~~expanding from 4.7% to 11.3%.

~~Plan~~This growth was achieved by the Company expanding their revenue channels, including the direct-to-consumer channels and expansion of ~~Operation~~wholesale relationships, introducing several new products to the market, introducing the MODS Max process to customers and consumers, and focusing on marketing to grow demand for the Company’s differentiated product portfolio.

~~On February~~Infrastructure ~~13, 2023, Nowtransit entered into the Exchange Agreement with Best~~ and ~~the~~Systems shareholders of Best who collectively owned 9,588,000 shares of Best common stock, or 100% of the outstanding shares of Best common stock. The transaction consummated on March 10, 2023 (the “Closing”).Investments

~~Upon the~~During ~~Closing,~~ the ~~Company~~final ~~issued~~two ~~the~~quarters ~~Best shareholders 34,371,100 shares~~ of ~~the~~fiscal ~~Company’s~~year ~~common stock~~2025, ~~representing approximately~~ ~~85.39% of~~ the ~~shares of the~~ Company’s ~~common~~made ~~stock~~significant toinvestments ~~be outstanding, in exchange for all~~ of ~~the~~time ~~shares~~and ofresources ~~Best~~to ~~common~~upgrade ~~stock~~its ~~held by~~operational ~~Best~~infrastructure ~~shareholders.~~in ~~The~~preparation ~~transaction was accounted~~ for asanticipated growth ~~a reserve merger. Best was the accounting acquirer~~ and ~~Nowtransit~~ the ~~accounting acquiree.~~demands ~~As such, the consolidated financial statements presented are the historical financial statements~~ of ~~Best~~operating ~~with~~as ~~retroactive~~a ~~adjustments to~~public ~~reflect~~company ~~the~~on ~~equity~~a ofmajor ~~Nowtransit~~exchange. ~~Since Nowtransit was the legal acquirer, the resulting financial statements are in the name of Nowtransit.~~

~~During the~~The ~~next 12 month period, the~~ Company ~~will~~upgraded ~~continue~~its ~~to market and sell clinically~~consumer-~~tested,~~facing ~~affordably~~website platforms ~~priced products~~ to ~~naturally~~improve ~~battle~~ the ~~onslaught~~direct-to-consumer ofshopping ~~bacteria~~experience, ~~and~~enhance ~~viruses~~product ~~through~~education ~~online~~content, ~~sales~~ and insupport ~~various~~higher ~~other~~traffic ~~distribution~~volumes as ~~channels. Presently,~~ the Company isscales its marketing Be ~~On-Guard~~and ~~Mouth~~distribution ~~Spray,~~efforts. BeThese ~~On-Guard~~improvements ~~Nasal~~are ~~Spray,~~designed EZto ~~Safer~~increase ~~Surface~~conversion ~~Cleaner~~rates, Besupport ~~On-Guard Brain Fog Support and ADHD 365 maximum strength~~new ~~brain~~product ~~support~~launches, ~~NeuroPro~~and ~~Plus~~provide a ~~patent~~more ~~pending~~professional ~~combination~~digital ofpresence ~~pharmaceutical~~aligned ~~grade methylene blue and vitamin C, TBI-365 to elevate your brain health and wellness~~ with ~~pharmaceutical~~the ~~grade~~Company’s ~~methylene~~uplist ~~blue, glucine, nac and niacinamide and Metabolism+ to enhance your metabolism~~objectives.

9In addition, the Company migrated its accounting and financial reporting system to Oracle NetSuite, an enterprise-grade cloud-based ERP platform. The transition to NetSuite provides the Company with more robust financial controls, real-time reporting capabilities, and the scalability required to support multi-channel revenue operations. Management plans to begin implementing NetSuite’s integrated artificial intelligence tools during 2026, which are expected to enhance forecasting accuracy, automate routine financial processes, and provide data-driven insights to support strategic decision-making as the Company scales.

~~Table of Contents~~6

~~CRITICAL ACCOUNTING~~Table ~~POLICIES~~of ~~AND ESTIMATES~~Contents

~~Management’s discussion~~Results ~~and~~Of analysis and results of operations are based upon our accompanying financial statements for the year ended December 31, 2024, 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 4. Summary of Significant Accounting Policies, to the financial statements included in Part I, Item 1 of this Annual Report on Form 10-K, 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.Operations

~~Results~~Year Ended December 31, 2025 Compared to the OfYear ~~Operations~~Ended December 31, 2024

~~Year~~Our net income for the year ended December 31, ~~Ended~~2025 was $642,090, compared to a net income of $87,000 during the year ended December 31, 2024. ~~Compared~~The Company has generated revenue of $5,688,717 and $1,844,966 with COGS of $2,448,000 and $536,078 during the year ended December 31, 2025 and 2024, respectively. The increase in revenue and COGS is due to overall Company growth. This growth was driven by increased product adoption across multiple sales channels, expanded wholesale partnerships, and continued growth in direct-to-consumer website sales. General and administrative expenses incurred were $2,206,495, during the ~~Year~~year ~~Ended~~ended December 31, ~~2023~~2025, compared to $1,146,410 during the year ended December 31, 2024, and consulting expense of $315,171 and $75,478 was incurred during the year ended December 31, 2025 and 2024, respectively. Increases in costs were due to overall growth and increases in operational activity, including an increase in the Company’s research and development activities to expand product offerings, additional marketing activities to promote products and broaden sales channels, and an increase in employee count to support the growth in revenue and inventory activity during the year.

Our net income for the year ended December 31, 2024 was $87,000, compared to a net loss of $251,500 during the year ended December 31, 2023. The Company has generated revenue of $1,844,966 and $597,595 during the year ended December 31, 2024 and 2023, respectively. The increase in revenue is due to overall Company growth. The increase in net income was due to an increase in distributor and website sales. General and administrative expenses incurred were $1,146,410, during the year ended December 31, 2024, compared to $706,257 during the year ended December 31, 2023, also explained by the overall Company growth and additional expenses incurred to support our operations.

Year	Revenue		Net Income		Net Margin
2024	$	1,844,966	$	87,000		4.7	%
2025	$	5,688,717	$	642,090		11.3	%

LIQUIDITY AND CAPITAL RESOURCES

As of December 31, ~~2024~~2025, our total assets were $~~873~~1,~~788~~707,181, consisting of cash, accounts receivable, inventory, prepaid expenses, overpayments to related parties, right-of-use assets, deposits, and intangible assets.

Cash Flows from Operating Activities

For the year ended December 31, ~~2024~~2025, net cash flows provided by operating activities was $23172,~~188~~178, consisting of our net income of $87642,~~000~~ 090 offset by changes in operating activities of $63469,~~812~~912. For the year ended December 31, ~~2023~~2024, net cash flows used in operating activities was $~~307~~23,~~842~~188, consisting of our net ~~loss~~ income of $~~251~~87,~~500~~000 ~~plus~~less net changes in operating activities of $5663,~~342~~812.

Cash Flows from Investing Activities

For the year ended December 31, ~~2024~~2025, $56,850 was used to purchase an intangible asset compared to $26,037 ~~was~~ used to purchase an intangible asset for the year ended December 31, 2024.

~~Cash Flows from Financing Activities~~7

~~For the~~Table ~~year ended December 31, 2024 net cash flows provided by financing activities was $646,128, consisting, advances from related parties~~ of $962,848, $755,000 of cash acquired from the sale of common stock, offset by repayments to related parties of $1,071,720. For the year ended December 31, 2023 net cash flows provided by financing activities was $315,511, consisting of cash acquired in recapitalization of $8,793, advances from related parties of $613,973, $265,000 of cash acquired from the sale of common stock, offset by repayments to related parties of $572,255. Contents

~~PLAN OF~~Cash ~~OPERATION~~Flows ~~AND~~from ~~FUNDING~~Financing Activities

~~Recently~~For the year ended December 31, 2025 net cash ~~the~~flows ~~Company~~used ~~completed~~by ~~the~~financing ~~raise~~activities ofwas $1115,~~000~~920,~~000~~ consisting of advances from arelated ~~private~~parties ~~placement~~of $3,046,080, offset by repayments to ~~accredited~~related parties ~~investors~~of $3,162,000. ~~Now~~For ~~that~~ the ~~private~~year ~~placement~~ended isDecember ~~complete~~31, ~~the~~ ~~Company~~2024 ~~will~~net ~~begin~~cash ~~the~~flows ~~due~~provided ~~diligence~~by ~~process~~financing ofactivities ~~evaluating~~was ~~and~~$646,128, ~~deciding~~consisting onof advances ~~preparing~~from ~~and~~related ~~filing~~parties aof ~~Form~~$962,848, ~~1-A~~$755,000 ~~with~~of cash acquired from the ~~SEC.~~sale of common stock, offset by repayments to related parties of $1,071,720

~~The Nowtransit~~PLAN ~~management~~OF ~~team~~OPERATION ~~plans~~AND 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).FUNDING

10The Company is pursuing a multi-phase capital strategy to support growth and prepare for a major exchange uplist. The Company is currently in the process of raising $1.5 million through a Regulation A (Reg A) offering filed with the Securities and Exchange Commission. Following the completion of the Reg A offering, the Company plans to pursue a major exchange uplist and raise an additional $5 million to $7.5 million in connection with the uplist to fund accelerated growth, expanded operations, and strategic initiatives. Management is evaluating a reverse stock split to streamline share structure for exchange compliance.

~~Table~~Operational ofExpansion ~~Contents~~— New Facilities

~~As a~~During ~~leadership~~the ~~team~~fourth wequarter ~~are~~of ~~optimistic~~2025, the Company secured new office and ~~excited~~shipping ~~about~~space ~~our~~at ~~opportunities~~14857 toSouth ~~carve~~Concord ~~out~~Park ~~very~~Drive, ~~profitable~~Bluffdale, ~~positions~~Utah in84065. ~~these~~The ~~potential~~Company ~~marketplaces, through~~prepaid ~~our~~rent ~~patent~~for a 15-~~pending~~month term ~~Methylene~~at ~~Blue~~this ~~products~~location, ~~along~~reflecting ~~with~~management’s ~~our~~confidence ~~additional~~in ~~specialty~~the Company’s growth trajectory and its commitment to building the operational infrastructure necessary to support anticipated scaling activity across product ~~offerings~~lines. The ~~market~~new ~~opportunities~~facility weconsolidates the ~~are~~Company’s ~~targeting~~administrative, ~~include:~~fulfillment, and logistics operations into a single location designed to support higher order volumes, expanded inventory management, and improved shipping efficiency.

~~1. Dementia~~Q1 ~~and~~2026 ~~Alzheimer’s~~— ~~Disease:~~Preparation ~~The global market for dementia and Alzheimer’s disease treatment and care is substantial, with estimates ranging from tens~~ to hundreds of billions of dollars annually. This includes spending on medications, long-term care, home care services, assistive devices, and research efforts aimed at finding effective treatments and interventions.Scale

~~2. ADHD~~During ~~and~~the ~~ADD:~~first ~~The~~quarter ~~market for ADHD and ADD treatment encompasses a wide range~~ of ~~products and services~~2026, ~~including~~the ~~prescription medications,~~Company ~~therapy~~has ~~services,~~dedicated ~~educational~~significant resources, ~~and~~to ~~dietary~~preparing ~~supplements.~~and Insolidifying ~~the~~its ~~United~~operations ~~States~~to ~~alone~~scale, ~~spending~~with particular emphasis on ~~ADHD~~the ~~medications~~MODS ~~exceeds~~Max ~~several~~process, ~~billion~~testosterone ~~dollars~~optimization ~~annually~~products, ~~with~~and ~~additional~~the ~~expenditures~~continued onbuildout ~~other forms~~ of ~~treatment~~the ~~and~~Company’s ~~support~~nutrition business.

~~3. Long~~On ~~Covid:~~the ~~Long~~testosterone ~~Covid~~front, ismanagement ahas ~~relatively~~been advancing ~~new~~formulation ~~condition~~refinements, ~~and~~clinical ~~the~~documentation, and go-to-market ~~size~~strategies for ~~treatments~~NHTO/TPrime365 ~~and~~in ~~support~~preparation ~~services~~for isbroader ~~still emerging~~commercialization. ~~However,~~ ~~healthcare~~The ~~spending~~nutrition ~~related~~segment—anchored toby ~~Covid-19,~~the ~~including~~MODS ~~both~~Max ~~acute~~delivery ~~care~~process—has ~~and~~continued ~~long-term~~to ~~management~~grow ofthrough ~~post-Covid~~expanded ~~symptoms,~~product isofferings ~~substantial~~ and ~~continues~~strengthened towholesale ~~grow~~and asdirect-to-consumer ~~the pandemic persists~~relationships.

~~4. General~~Management ~~Energy:~~views ~~The~~Q1 ~~market~~2026 ~~for~~as ~~products and services aimed at boosting energy levels is vast and includes~~ a ~~wide~~foundational ~~range~~quarter offocused ~~offerings,~~on building ~~such~~the ~~as energy drinks~~systems, ~~dietary supplements~~partnerships, ~~nutritional~~and ~~products,~~operational ~~fitness~~capacity ~~programs,~~required ~~and~~to ~~wellness~~accelerate ~~services.~~growth ~~Globally,~~across ~~this~~all ~~market~~three ~~is worth billions~~ of ~~dollars~~the ~~annually~~Company’s ~~and~~core ~~continues~~value todrivers in ~~expand~~the assecond ~~consumers~~half ~~seek~~of ~~ways~~2026 ~~to enhance their energy~~ and ~~vitality~~beyond.

~~5. Traumatic~~Three ~~Brain~~Core ~~Injury~~Growth ~~(TBI): The market for TBI treatment~~ and ~~rehabilitation~~Value encompasses various healthcare services, medical devices, pharmaceuticals, and assistive technologies. Estimates of the economic burden of TBI vary widely, but it is recognized as a significant public health issue with substantial costs associated with medical care, long-term disability, and lost productivity.Drivers

~~6. Mild~~Management ~~Cognitive~~has ~~Decline:~~identified ~~The~~three ~~market~~core ~~for~~growth ~~products~~ and value ~~services~~drivers ~~targeting~~for ~~mild~~the ~~cognitive decline~~Company, ~~such~~with asthe ~~cognitive~~MODS ~~training~~Max™ ~~programs,~~delivery ~~dietary supplements,~~process ~~and~~serving ~~brain health assessments, is growing~~ as ~~awareness of cognitive health issues increases. While precise market size estimates may be challenging to obtain,~~ the ~~demand~~enabling ~~for~~technology ~~interventions~~that ~~to support cognitive function in aging populations~~ is ~~driving~~crucial ~~growth~~to inall ~~this sector.~~three:

~~7. GLP-~~1 ~~Weight Loss Market: The global market for GLP-1 agonists used for weight loss is significant and continues to expand~~. ~~According to~~Testosterone ~~market research reports, the global GLP-1 agonists market was valued at several billion dollars in recent years,~~ and itHormonal ~~is projected to continue growing at a steady rate.~~Optimization

~~8. Sleep Improvement/Sleep Health:~~ The ~~global~~Company’s ~~sleep~~NHTO/TPrime365 ~~market~~product isrepresents a ~~substantial~~proprietary, ~~and~~non-injectable ~~continues~~approach to ~~grow.~~testosterone ~~According~~optimization todelivered ~~various~~via ~~market~~the ~~research~~MODS ~~reports, the~~Max ~~global~~sublingual ~~sleep~~process. ~~aids~~Clinical ~~market~~observations have ~~was~~demonstrated ~~valued~~up atto ~~several~~a ~~billion~~600% ~~dollars~~increase in ~~recent~~total ~~years,~~testosterone ~~and~~within it2–4 isweeks. ~~projected~~Without tothe ~~continue~~MODS ~~expanding~~Max atprocess’s aability ~~steady~~to ~~rate.~~achieve ~~This~~60–90% ~~growth~~bioavailability isthrough ~~driven~~transient bytight ~~factors~~junction ~~such~~opening, asthis ~~increasing~~multi-compound ~~awareness~~sublingual offormulation ~~the~~would ~~importance~~not ofbe commercially ~~sleep~~viable. ~~for~~The ~~overall~~global ~~health~~testosterone ~~and~~replacement ~~well-being,~~therapy ~~rising prevalence~~market ofis ~~sleep~~valued ~~disorders,~~at ~~and~~$2.13 ~~the~~billion ~~availability~~in of2026, awith ~~wide~~the ~~range~~broader oftestosterone and ~~sleep~~supplements ~~products~~market ~~and~~approaching ~~services~~$4 billion.

92. ~~Epilepsy~~ ~~and~~NAD+ Seizure Reduction: Epilepsy is one of the most common neurological disorders, affecting millions of people globally. According to the World Health Organization (WHO), approximately 50 million people worldwide have epilepsy, making it a significant public health concern. The high prevalence of epilepsy creates a substantial market for products and ~~services~~Cellular ~~aimed at reducing seizures and improving quality of life for individuals with epilepsy.~~Health

~~10. Nasal~~The ~~Health~~Company’s ~~and~~validated, ~~Allergy:~~patent-pending NAD ~~This~~restoration ~~market~~approach ~~includes~~depends ~~pharmaceuticals,~~entirely ~~over-~~on the~~-counter~~ ~~medications,~~MODS ~~nasal~~Max ~~sprays,~~delivery ~~nasal~~system ~~irrigation~~to ~~devices, allergy~~achieve ~~testing~~bioavailability ~~kits,~~levels ~~allergy~~that ~~immunotherapy,~~conventional ~~and~~oral ~~more~~NAD supplements cannot match. ~~According~~The toglobal ~~various~~NAD+ supplement market ~~research~~is ~~reports,~~valued ~~the~~at ~~global~~approximately ~~nasal~~$876 ~~drug~~million ~~delivery~~in ~~technology~~2025, projected to reach $1.58 ~~market~~billion ~~was~~by ~~valued~~2035, atwhile ~~over~~the ~~$50~~broader ~~billion~~NAD+ inenhancer ~~2020~~market ~~and~~(including therapeutics) is estimated at $5.59 billion, projected to ~~grow~~reach ~~significantly~~$11.65 billion inby ~~the~~2030. ~~coming~~For ~~years.~~context, ~~Factors~~Niagen ~~driving~~Bioscience ~~growth~~(NAGE, ~~include~~formerly ChromaDex)—a single-molecule NAD+ company with approximately 90 ~~increasing~~patents ~~prevalence~~focused ofsolely ~~allergic~~on ~~rhinitis~~NAD+—carries ~~and~~a ~~other~~market ~~nasal~~capitalization ~~disorders,~~of ~~technological~~approximately ~~advancements~~$390–$812 inmillion. ~~drug~~Best ~~delivery~~365 ~~systems,~~Labs ~~growing~~has ~~demand~~NAD+ ~~for~~formulations ~~over-the-counter~~plus ~~allergy~~29 ~~medications,~~additional formulations and ~~rising~~a ~~awareness~~broader ~~about~~delivery ~~nasal health~~process.

118

Table of Contents

~~Obstacles to carve out space in these categories include access to adequate capital to carve out the profitable market niche and segments~~3. WePlatform ~~believe we~~Licensing ~~have a medical advisory team established (that a much larger company would be proud of); a leadership team that has innovated an initial suite of products (portions of which are patent pending)~~ and aPeptide ~~sales and marketing team that is already starting to gain traction.~~Delivery

AThe MODS Max process itself—independent ~~trend~~of ~~that~~any wesingle ~~believe~~product—represents isa ~~very~~valuable ~~beneficial~~drug ~~and~~delivery ~~encouraging~~technology isasset ~~the~~with ~~recent~~significant ~~growing~~licensing ~~interest~~potential. inThe ~~mitochondria~~process’s ability ~~health~~to convert injection-only compounds (including GLP-1 therapeutics, peptides, and ~~the~~bioactive ~~role~~compounds) ~~that~~into ~~mitochondria~~oral and sublingual ~~dysfunction~~delivery ~~plays~~formats inpositions ~~mental~~it ~~health~~as ~~and~~a ~~physical~~licensing ~~health~~candidate ~~issues~~for pharmaceutical companies, compounding pharmacies, and supplement manufacturers.

~~Methylene Blue~~Comparable ~~and~~transactions ~~specialty~~demonstrate ~~natural~~the ~~options~~value ~~has~~of ~~emerged~~platform ~~as valuable foundational health options on these fronts. We believe we are very well positioned~~delivery ~~and~~technologies ~~with~~in ~~adequate~~the ~~capital~~current ~~infusion we will be able to capitalize on multiple~~ market ~~opportunities.~~:

~~To establish~~● ~~our~~Merck ~~position~~/ inCyprumed ~~the~~(April ~~emerging~~2025): ~~methylene~~Merck ~~blue~~paid ~~marketplace~~up ~~and~~to ~~the~~$493 ~~many~~million ~~options~~for ~~and market segments we have put together~~ a ~~very strong~~non-exclusive ~~and~~license ~~diverse medical advisory team~~ to ~~advise,~~Cyprumed’s ~~innovate/refine~~oral ~~innovations,~~peptide ~~educate~~delivery ~~and~~platform—a ~~develop~~comparable ~~protocols~~technology to ~~promote~~MODS ~~optimal~~Max ~~mitochondria and~~in ~~overall~~the ~~mental~~oral ~~and~~peptide ~~physical~~delivery ~~health~~space.

~~Our Sales~~● ~~Plan~~Thorne HealthTech (August 2023): L Catterton acquired Thorne HealthTech, a science-led supplement brand with DTC and ~~Channels~~healthcare channels, for $680 million in a take-private transaction.

~~The plan~~● isPlatform Biotech Premium: According to ~~commercialize~~Recon ~~and~~Strategy, ~~become~~platform-based abiotech ~~market~~companies ~~leader~~generate ~~within~~5x ~~the~~more ~~Methylene~~licensing ~~Blue~~deal ~~along~~value ~~with~~than ~~our~~non-platform ~~specialty~~peers ~~immune,~~($748 ~~nasal~~million ~~and~~average ~~allergy~~vs. ~~support categories~~$136 million average).

~~Currently we~~● ~~have~~Industry ~~started~~Valuation ~~sales~~Multiples: inSupplement ~~the~~producers ~~following~~trade ~~categories:~~at 10.7x EV/EBITDA and 6.7x EV/Revenue; compound pharmacies trade at 11.1x EV/EBITDA and 6.6x EV/Revenue.

1.Based ~~Amazon:~~on Wethese ~~are~~comparables ~~currently~~and ~~selling~~the ~~all~~breadth ~~six~~of ~~products~~the ~~listed~~Company’s ~~above~~30-formulation portfolio atspanning ~~Amazon.~~four ~~The~~therapeutic ~~plan~~categories, ismanagement’s internal valuation analysis estimates the MODS Max patent portfolio value at $50 million to ~~continue~~$1 ~~building~~billion ~~this~~or ~~sales~~more ~~channel.~~across Wethree ~~view~~scenarios: ~~this~~(i) a base case treating the Company as ana ~~essential~~nutraceutical ~~sales~~company ~~channel~~with proprietary ~~especially~~formulations ~~for~~($50M–$150M); ~~credibility,~~(ii) a platform licensing scenario valuing MODS Max as a drug delivery technology ($150M–$500M); and ~~market~~(iii) ~~acceptance~~a full-platform scenario incorporating GLP-1 commercialization and multiple licensing partnerships ($500M–$1B+).

2.MODS ~~Wholesale~~Max ~~Sales:~~is Wethe ~~have~~common ~~developed~~thread anacross ~~online~~all ~~platform~~three atvalue ~~https://best365labswholesale~~drivers.~~com~~ toWithout it, ~~facilitate~~the ~~clinics,~~Company’s ~~doctors~~testosterone formulations lack the bioavailability needed for sublingual delivery, ~~chiropractors~~the NAD approach loses its competitive differentiation, and ~~other~~the ~~wholesalers~~platform tolicensing ~~easily~~opportunity ~~order~~does ~~our~~not ~~products~~exist. ~~Through~~Management ~~tradeshows~~believes wethis ~~have~~integrated ~~already~~platform ~~onboarded~~model—one core ~~700~~technology ~~clients~~enabling tomultiple ~~this~~high-value ~~portal.~~verticals—is ~~Sales~~the ~~are~~Company’s ~~growing~~primary ~~monthly~~competitive advantage and ~~showing~~the ~~potential~~foundation for long-term stakeholder value creation.

3.The ~~Private~~Living ~~Label~~Chip ~~Sales:~~— WeEducation ~~currently have three deals in place. We are being very selective on who we allow to private labels~~ and itMarket ~~has to fit within a market category above that makes sense within our overall vision and growth.~~Development

4.The ~~Direct~~Company, ~~Sales:~~in Wecollaboration ~~are~~with ~~revising~~its ~~our~~medical ~~online~~director, ~~platform~~Steve atWarren, is ~~www~~preparing to release a book titled “The Living Chip.~~Best365Labs.com~~” The publication is intended to ~~capitalize~~educate ~~better~~consumers, healthcare practitioners, and the broader market on ~~SEO~~the Company’s “ground-zero” approach to cellular health—the concept that optimizing health at the mitochondrial and ~~Google~~cellular ~~ads.~~level ~~That~~is ~~being~~the ~~said~~foundation ~~sales~~for ~~are~~addressing ~~showing~~chronic ~~promise~~disease, onaging, ~~this~~and ~~front~~metabolic dysfunction.

~~With adequate~~The ~~capital~~Living ~~infusion~~Chip wewill ~~can~~explain ~~look~~the atscience ~~additional~~behind ~~sales~~the ~~channels~~MODS ~~including~~Max ~~traditional~~advanced delivery ~~retail~~system ~~sales~~and ~~that~~how ~~require~~it ~~terms~~enhances the bioavailability of ~~30-90~~peptides, ~~days. Currently~~NAD ~~our~~precursors, ~~wholesale~~testosterone ~~clients~~compounds, and other bioactive ingredients that are ~~paying~~otherwise ~~for~~poorly ~~their~~absorbed ~~products~~through inconventional ~~advance~~oral supplementation. WeManagement ~~are~~believes ~~also~~the ~~moving~~book ~~forward~~will onserve ~~establishing~~as ~~international~~a ~~distribution~~meaningful ~~opportunities~~market development tool, building consumer awareness and clinical credibility, while supporting the Company’s positioning as a science-driven innovator in the health and wellness industry.

~~We believe~~Pharmacy ~~that~~Partnerships ~~the market~~ for ~~our~~Controlled ~~patent pending methylene blue and specialty products will continue to expand and grow causing an organic a natural growth cycle to occur.~~Scaling

12During the first quarter of 2026, management has actively begun evaluating and pursuing key pharmacy partnerships to scale the MODS Max process—and specifically the Company’s testosterone and peptide formulations—in a controlled manner designed to enhance stakeholder value.

~~Table~~Rather than pursuing rapid, undifferentiated distribution, the Company’s strategy is to identify pharmacy partners with established compliance infrastructure, clinical relationships, and compounding capabilities that align with the Company’s quality and regulatory standards. This controlled approach is intended to protect the integrity of the ~~Contents~~MODS Max brand, maintain pricing discipline, and build sustainable, recurring revenue relationships with high-quality distribution partners.

~~Our~~Management believes that pharmacy partnerships ~~Pharmaceutical~~represent ~~Grade~~a ~~Methylene~~significant ~~Blue~~near-term ~~Products~~revenue ~~(Patent~~opportunity ~~Pending)~~and a key channel for scaling the MODS Max process beyond the Company’s existing direct-to-consumer and wholesale channels.

~~NeuroPro+~~Medical Advisory and Market Opportunity Identification

~~NeuroPro~~Management has been actively working with the ~~Plus~~Company’s ismedical aadvisors ~~patent~~to ~~pending~~identify ~~combination~~and ofrefine ~~Pharmaceutical~~market ~~Grade~~opportunities ~~Methylene~~and ~~Blue~~specific areas where the Company’s MODS Max process and ~~Vitamin~~formulation Cportfolio can create meaningful disruption. ~~Clinical~~This ~~data~~collaborative ~~suggests~~effort between management and the ~~combination~~Company’s ofclinical ~~nutrients~~team inis ~~NeuroPro~~focused ~~Plus~~on ~~can~~evaluating beemerging ~~helpful~~therapeutic ~~nutritional~~categories, ~~support~~assessing ~~for~~unmet ~~anyone~~consumer ~~suffering~~needs ~~from~~in ~~brain~~the ~~fog~~health and ~~anyone~~wellness space, and prioritizing formulation development and commercialization strategies that ~~wants~~align ~~more~~with ~~focus~~the Company’s core competencies in advanced delivery, ~~concentration~~cellular optimization, and ~~memory~~metabolic ~~recall~~health.

~~Active~~Management believes this disciplined, science-informed ~~Daily~~approach ~~Health~~to ~~Defense~~market ~~“ADHD”~~opportunity ~~365~~identification—guided by medical expertise rather than trend-chasing—positions the Company to enter new verticals with differentiated products and defensible competitive advantages.

Active Daily Health Defense “ADHD” 365 tablets are a patent pending combination of L-Theanine, Caffeine and Methylene Blue. Strong clinical data suggests the exact combination of nutrients in ADHD-365 can be the perfect nutritional support for anyone that suffers from ADHD as well as anyone that wants more mental energy, focus, concentration and memory recall.9

~~Brain Fog~~Table ~~Support~~of Contents

~~Be-OnGuard Brain~~Separation ~~Fog~~from ~~Support~~Ageless ~~is an exclusive combination of tested nutrients only available in this formula including: Methylene Blue~~Holdings, Vitamin C and Mineral Oxides. Be-OnGuard Brain Fog Support improves memory. One of the clinically tested active ingredients in our formula Methylene Blue improves memory by increasing brain cell respiration. Or how the brain cell utilizes oxygen. Combined with our mineral oxide that naturally harnesses the power of oxygen, you have a formula like none other. In addition, Vitamin C acts as a powerful antioxidant.LLC

~~Our~~The Company is currently undertaking a formal ~~Immune~~separation from the related party Ageless Holdings, LLC. Ageless Holdings, LLC is 90% owned by the Company’s Chief Executive Officer, Darren Lopez, and ~~General~~had ~~Health~~previously ~~Products~~served as the Company’s supply chain and compounding partner. Ageless Holdings, LLC has made arrangements to divest all of its ownership interest in the Company as part of this separation process.

BeThe parties are currently finalizing a settlement agreement, and both the Company and Ageless Holdings, LLC are confident that the terms will be completed on mutually agreeable terms. The settlement is expected to include the transfer of work-~~OnGuard~~in-process (“WIP”) inventory to the Company, along with the issuance ~~Nasal~~of ~~Spray~~preferred shares to Darren Lopez, the Company’s Chief Executive Officer, in consideration for research and development contributions and over 30 additional proprietary formulations that Best 365 Labs has not yet commercialized. These formulations—spanning peptide delivery, hormonal optimization, longevity protocols, and metabolic health—represent significant future revenue potential and tie directly into the current regulatory environment following the February 2026 announcement by United States Health and Human Services (“HHS”) Secretary Robert F. Kennedy Jr. regarding the reclassification of approximately 14 Category 2 peptides back to Category 1, which would enable 503A/503B compounding of these compounds.

~~Fast-acting against~~The ~~airborne~~separation ~~agents;~~was ~~Naturally~~undertaken ~~assists~~to ~~with~~eliminate ~~Neutralizing~~perceived conflicts ~~allergens~~of ~~and~~interest, ~~airborne~~establish ~~contaminants;~~arm’s-length ~~Helps~~business ~~moisten~~relationships, and ~~assists~~position tothe ~~reduce sinus~~Company ~~inflammation~~ for ~~clearing~~the ofheightened ~~nasal~~corporate ~~passages.~~governance and ~~Proven~~transparency ~~Immune~~standards ~~Support.~~required ~~Developed~~for ~~& Tested in Conjunction with~~ a ~~respiratory~~Reg ~~therapist. Defend~~A ~~your~~offering ~~Mouth~~and &major ~~Throat~~exchange ~~Against Virus and Bacteria~~listing.

~~Be-OnGuard Mouth~~Amazon ~~Spray~~Distribution Pivot

~~Be-OnGuard Mouth~~In ~~Spray~~November isof ~~clinically~~2025 ~~tested~~the ~~against~~Company ~~Bacteria~~began ~~and~~discussing a ~~Viruses~~termination ~~and~~of ~~can~~convenience ~~support~~with ~~your~~Epic ~~body~~Global, the customer that sells the Company’s ~~immune~~products ~~system.~~on ~~Be-OnGuard~~Amazon, ~~Mouth~~and ~~Spray~~began negotiating a ~~includes~~strategic partnership with Rebelution, a ~~clinically~~full-service ~~tested~~e-commerce ~~combination~~agency ofand anoperational ~~NSF~~infrastructure 60provider ~~Mineral~~powered ~~Oxide~~by ~~Water~~Growvana, ~~and~~to lead ~~Nano~~the ~~Silver~~Company’s ~~that~~Amazon ~~has~~operations. ~~been~~Rebelution ~~tested~~manages inmore than 2 million ASINs with AI-~~vitro~~driven ~~against~~technology ~~viruses~~that helps brands scale across Amazon, Walmart, and ~~bacteria~~Target.

EZUnder this proposed partnership, Rebelution and ~~Safer~~Growvana ~~Air~~would lead the Company’s Amazon operations, including marketplace strategy, product detail page optimization, brand storefront experiences, and conversion-focused content execution. Growvana’s platform infrastructure drives operational scalability and retail channel strategy. The engagement represents a comprehensive modernization of the Company’s Amazon commercialization approach, structured to deliver institutional-grade execution aligned with the demands of public-company standards.

~~EZ Safer~~“We ~~Air~~are isexcited ~~100%~~for ~~U.S.~~what ~~made~~Rebelution ~~with~~and Growvana ~~FDA~~can ~~approved~~help ~~all~~us ~~natural,~~accomplish ~~organic,~~through ~~allergen~~their ~~free~~Amazon prowess and ~~non~~AI-~~toxic~~driven ~~ingredients~~technology. ~~which~~They ~~makes~~are itthe ~~ideal~~option ~~for living~~we ~~areas.~~have EZbeen ~~Safer~~looking ~~Air~~for ison the aAmazon ~~clinically~~front, ~~tested~~and ~~supercharged~~gaining ~~oxygenated~~traction ~~water~~and ~~that~~education ison ~~more~~the ~~powerful~~numerous ~~than~~innovations ~~ozonated~~we ~~water.~~have ~~Fill~~and ~~diffuser or~~are ~~humidifier~~releasing. ~~with~~Our ~~water~~breakthroughs ~~and~~in ~~then~~NAD ~~add~~optimization and ~~one~~total ~~dropper~~cellular ~~full~~health—powered ofby EZMODS ~~Safer~~Max—have ~~Air~~opened ~~solution.~~up Wewhat ~~recommend~~we ~~running~~call itaffordable byground-zero ~~your~~natural ~~bed~~health atand ~~night~~wellness, and inthis ~~your office,~~partnership atgives ~~home~~us orthe ~~any~~infrastructure ~~place~~to ~~you~~bring ~~want~~those innovations to ~~make~~millions ~~safer~~of ~~naturally,~~consumers towho ~~freshen~~deserve ~~and~~access ~~oxygenate~~to ~~the~~real ~~air~~science-backed solutions.”

13— Darren Lopez, CEO, Best 365 Labs / BioScience Health Innovations (OTC: BHIC)

~~Table~~Testosterone ofMarket ~~Contents~~Disruption

~~Patent~~A core component of the Company’s strategy ~~Pending~~is ~~Product~~to ~~Overview~~disrupt ~~and~~the ~~Update~~testosterone marketplace. The global testosterone replacement therapy (TRT) market is valued at $2.13 billion in 2026, projected to reach $2.57 billion by 2031 (3.9% CAGR), with the broader testosterone market, including supplements, approaching $4 billion. The U.S. hormone replacement market is $16.6 billion, projected to reach $30.8 billion by 2035.

~~New~~The Company has been executing this strategy through ~~U.S.~~its ~~Non-Provisional~~flagship ~~Patent~~product, ~~Application~~NHTO ~~No.~~(also ~~18/931~~marketed as TPrime365),~~277~~ ~~for~~a ~~METHYLTHIONINIUM~~proprietary ~~SALT~~4-~~CONTAINING~~in-1 ~~COMPOSITIONS~~sublingual ~~AND~~testosterone ~~METHODS~~formula combining enclomiphene and boron via the MODS Max delivery process. Clinical observations have demonstrated up to a 600% increase in total testosterone and doubled free testosterone levels within 2–4 weeks of use—results that demonstrate the MODS Max process functions as a synergistic enabler for multi-component therapeutic formulations, ~~filed~~not onmerely ~~10/30/2024~~a bioavailability enhancer.

~~New~~To date, there have been over 5,000 patient-uses ~~International~~of ~~Patent~~MODS ~~Application~~Max Noformulations with zero serious adverse events reported. ~~PCT/US24/53487~~The ~~for~~Company’s ~~METHYLTHIONINIUM~~approach ~~SALT~~to testosterone optimization is differentiated by its non-~~CONTAINING~~injectable ~~COMPOSITIONS~~sublingual ~~AND~~delivery, ~~METHODS~~its compound formulation strategy, ~~filed~~and onits ~~10/30/2024~~affordability relative to traditional TRT protocols—positioning Best 365 Labs as a disruptive participant in a large and growing market.

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

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

~~New U.S.~~NAD ~~Provisional~~Approach ~~Patent~~Validation ~~Application~~and ~~No.~~Market ~~63/712,895 for TREATMENTS USING METHYLTHIONINIUM SALT, SECONDARY PHYSIOLOGICALLY ACTIVE COMPOUND AND PHYSIOLOGICAL THERAPY, filed on 10/28/2024~~Opportunity

~~New~~The Company and its medical director believe they ~~U.S.~~have ~~Provisional~~validated ~~Patent~~a ~~Application~~unique Noand patent-pending approach to NAD (nicotinamide adenine dinucleotide) restoration through the MODS Max delivery process. ~~63/754,434~~NAD ~~for~~is ~~NUTRITIONAL~~a ~~SUPPLEMENT~~critical ~~COMPOSITIONS~~coenzyme ~~AND~~involved ~~METHODS~~in ~~FOR~~cellular ~~ENHANCING~~energy ~~BIOLOGICAL~~production, ~~FUNCTIONS~~DNA repair, and metabolic function. Scientific research has ~~filed~~increasingly onidentified ~~2/5/2025~~the natural decline in NAD levels as a root driver of aging and age-related metabolic disorders.

The ~~above-referenced~~ ~~provisional~~Company’s ~~patent~~NAD ~~applications~~formulations—delivered sublingually ~~were~~via ~~filed~~MODS inMax—achieve ~~the~~significantly ~~United~~enhanced ~~States~~bioavailability ~~Patent~~compared ~~and~~to ~~Trademark~~conventional ~~Office~~oral ~~(“Patent~~NAD ~~Office”).~~ supplements, ~~These~~which ~~were~~are largely ~~filed~~degraded ~~for~~in the ~~company~~digestive bytract. ~~law~~This ~~firm,~~approach ~~Thorpe~~represents ~~North~~a ~~and~~meaningful ~~Western~~advancement over existing products in the market.

~~We believe~~The ~~that~~NAD ~~there~~market ~~are~~represents ~~multiple~~a ~~potential~~significant ~~patents within this offering. Leadership is exploring potential partnerships and strategic~~growth ~~alliances to monetize and capitalize for the stakeholder.~~opportunity:

~~OFF-BALANCE SHEET~~● ~~ARRANGEMENTS~~Global NAD+ Supplement Market: Valued at approximately $876 million in 2025, projected to reach $1.58 billion by 2035 (6.1% CAGR).

~~We have~~● noGlobal ~~off-balance~~NAD+ ~~sheet~~Enhancer ~~arrangements~~Market ~~that~~(Including ~~have~~Therapeutics): orEstimated ~~are~~at ~~reasonably~~$5.59 ~~likely~~billion ~~to have a current or future effect on our financial condition, changes~~ in ~~financial condition~~2025, ~~revenues~~projected orto ~~expenses,~~reach ~~results~~$11.65 ofbillion ~~operations,~~by ~~liquidity,~~2030 ~~capital~~(15.8% ~~expenditures or capital resources~~CAGR).

~~Going Concern~~● Comparable Company: Niagen Bioscience (NAGE, formerly ChromaDex), a single-molecule NAD+ company, carries a market capitalization of approximately $390–$812 million with roughly 90 patents focused solely on NAD+. By contrast, Best 365 Labs has NAD+ formulations plus 29 additional formulations and a broader delivery platform.

~~As reflected~~The ~~in the consolidated financial statements, the~~ Company’s ~~has~~validated ~~generated~~NAD ~~revenues resulting in a net income during the year ended December 31~~approach, ~~2024. However, in the past the Company has reported losses and cash used in operating activities, thus resulting in an accumulated~~combined ~~deficit~~with ~~of $341,084 as of December 31, 2024. Additionally, over time~~ the ~~Company~~MODS ~~has~~Max ~~relied~~delivery ~~on advances from related parties and proceeds from the sale of stock~~advantage, ~~therefore~~positions ~~has~~Best ~~not~~365 ~~yet~~Labs ~~developed~~to acapture ~~proven~~meaningful ~~track~~share ~~record~~in ofthis ~~profitability.~~rapidly ~~These~~expanding ~~factors raise substantial doubt about the Company’s ability to continue as a going concern~~category.

~~The Company~~Intellectual is engaged in full-scale operations as a distributor and generates sufficient revenue; however, the Company’s cash position may not be sufficient to support the Company’s daily operations long-term. Additionally, 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. Management intends to raise additional funds by way of a private or public offering. However, there can be no assurance that future financing will be available to us on acceptable terms or at all. If financing is not available on satisfactory terms as and when needed, we may be unable to commence, develop or expand our operations. Additionally, equity financing could result in additional dilution to existing stockholders. 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.Property

~~Item~~The Company continued to strengthen its intellectual 7Aproperty position throughout 2025 and plans to continue this effort through 2026. ~~Quantitative~~As of the date of this filing, the Company has six patent applications pending with the U.S. Patent and ~~Qualitative~~Trademark ~~Disclosures~~Office ~~about~~and ~~Market~~internationally, ~~Risk~~covering the MODS Max delivery process, oral methylene blue stabilization, catalytic compound blends, and nutritional supplement compositions. All applications were prepared by Thorpe North and Western.

~~Not~~In addition, the proposed settlement with Ageless ~~applicable~~Holdings, LLC is expected to ~~smaller~~provide ~~reporting~~the ~~companies~~Company with rights to over 30 proprietary formulations spanning peptide delivery, GLP-1 therapeutics, hormonal optimization, and longevity protocols. These formulations—which have not yet been commercialized—represent a deep pipeline of future products protected by the Company’s patent-pending process technology and trade secret manufacturing know-how.

14Management believes the combination of patent filings, trade secret manufacturing protections, and the breadth of the formulation portfolio creates a layered IP moat that is difficult for competitors to replicate.

~~Table~~Peptide ~~of Contents~~Reclassification

~~Item~~On February 27, 2026, HHS Secretary Robert F. 8Kennedy Jr. ~~Financial~~announced ~~Statements~~that approximately 14 of 19 Category 2 peptides would be moved back to Category 1, enabling 503A/503B compounding. This development, if formally enacted by the FDA, would directly unlock commercial pathways for at least 9 MODS Max formulations containing BPC-157, TB-500, ipamorelin, CJC-1295, GHK-Cu, MOTS-C, kisspeptin, and ~~Supplementary~~epitalon. ~~Data~~Official FDA publication of the updated list is pending. This announcement is directly relevant to the 30+ formulations acquired through the Ageless Holdings settlement, many of which contain these peptides.

Report of Independent Registered Public Accounting Firm (PCAOB ID: 6258)	16
Consolidated Balance Sheets	17
Consolidated Statements of Operations	18
Consolidated Statements of Stockholders’ Equity (Deficit)	19
Consolidated Statements of Cash Flows	20
Notes to the Consolidated Financial Statements	21

GLP-1 Oral Delivery

15The Company’s proprietary oral delivery system offers a compliant pathway for GLP-1 compound delivery under FDA guidelines by introducing a distinct dosage form that is not “essentially a copy” of existing injectable therapies. The Company is pursuing dual commercialization strategies: (1) immediate compounding opportunities under Section 503A, and (2) the FDA 505(b)(2) approval pathway to leverage existing safety and efficacy data for broader market access.

~~Table of Contents~~11

~~REPORT OF~~Table ~~INDEPENDENT~~of ~~REGISTERED PUBLIC ACCOUNTING FIRM~~Contents

~~Board of~~Patent ~~Directors~~Pending Product Overview and ~~Shareholders~~Update

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

~~Opinion~~New International Patent Application No. PCT/US24/53487 onfor ~~the~~METHYLTHIONINIUM ~~Financial~~SALT-CONTAINING ~~Statements~~COMPOSITIONS AND METHODS, filed on 10/30/2024

~~We have~~New ~~audited the accompanying balance sheets of Nowtransit Inc~~U.S. asNon-Provisional ofPatent ~~December~~Application 31No.18/931, ~~2024 and 2023, and the related statements of operations,~~346 ~~stockholders’ equity (deficit), and cash flows~~ for ~~each~~COMPOSITIONS ofAND ~~the~~METHOD ~~two~~FOR ~~years~~SUPPORTING ~~then ended~~MITOCHONDRIAL, ~~and~~file ~~the~~on related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of Nowtransit Inc. as of December 31, 10/30/2024 ~~and 2023, and the results of its operations and its cash flows for each of the years then ended, in conformity with accounting principles generally accepted in the United States of America.~~

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

~~The accompanying~~New ~~financial~~U.S. ~~statements~~Provisional ~~have~~Patent ~~been~~Application ~~prepared assuming that the entity will continue as a going concern~~No. ~~As discussed in Note~~63/712,895 3for toTREATMENTS ~~the~~USING ~~financial~~METHYLTHIONINIUM ~~statements~~SALT, ~~the~~SECONDARY ~~entity~~PHYSIOLOGICALLY ~~has~~ACTIVE ~~suffered~~COMPOUND ~~recurring~~AND ~~losses~~PHYSIOLOGICAL ~~from~~THERAPY, ~~operations~~filed inon the past and has an accumulated deficit because the Company has not developed a proven track record of profitability. These matters raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.10/28/2024

~~Basis~~New U.S. Non-Provisional Patent Application No.19/371,824 for ~~Opinion~~TREATMENTS USING METHYLTHIONINIUM SALT, LIQUID MINERAL BLENDS, AND/OR SECONDARY PHYSIOLOGICALLYACTIVE COMPOUNDS WITH PHYSIOLOGICAL THERAPIES, filed on 10/28/2025

~~These financial~~New ~~statements are the responsibility of the entity’s management~~U. ~~Our responsibility is to express an opinion on these financial statements based on our audits~~S. WeNon-Provisional ~~are~~Patent aApplication ~~public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to Nowtransit Inc~~No. ~~in accordance with the U.S. federal~~19/173,875 ~~securities~~for ~~laws~~NUTRITIONAL ~~and~~SUPPLEMENT ~~the~~COMPOSITIONS ~~applicable~~AND ~~rules~~METHODS ~~and~~FOR ~~regulations~~ENHANCING ofBIOLOGICAL ~~the~~FUNCTIONS, ~~Securities~~filed ~~and~~on ~~Exchange Commission and the PCAOB.~~4/9/2025

~~We conducted~~New ~~our audits in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America~~U. ~~Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud~~S. ~~Nowtransit~~Provisional ~~Inc.~~Patent isApplication ~~not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting~~No. ~~As part of our audits we are required to obtain an~~PCT/US26/13809 ~~understanding of internal control over financial reporting but not~~ for ~~the~~NUTRITIONAL ~~purpose~~SUPPLEMENT ofCOMPOSITIONS ~~expressing~~AND anMETHODS ~~opinion~~FOR onENHANCING ~~the~~BIOLOGICAL ~~effectiveness of the entity’s internal control over financial reporting. Accordingly~~FUNCTIONS, wefiled ~~express~~on ~~no such opinion.~~2/4/2026

~~Our audits~~The ~~included~~above-referenced ~~performing~~provisional ~~procedures~~patent toapplications were ~~assess~~filed ~~the~~in ~~risks of material misstatement of~~ the ~~financial~~United ~~statements,~~States ~~whether~~Patent ~~due to error or fraud,~~ and ~~performing~~Trademark ~~procedures~~Office ~~that~~(“Patent ~~respond to those risks~~Office”). ~~Such~~These ~~procedures~~were ~~included~~filed ~~examining,~~for ~~on a test basis, evidence regarding~~ the ~~amounts~~company ~~and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made~~ by ~~management,~~law ~~as well as evaluating the overall presentation of the financial statements. We believe that our audits~~firm, ~~provide~~Thorpe aNorth ~~reasonable~~and ~~basis for our opinion~~Western.

~~Critical~~We believe that there are multiple potential patents ~~Audit~~within ~~Matters~~this offering. Leadership is exploring potential partnerships and strategic alliances to monetize and capitalize for the stakeholder.

~~Critical audit~~CRITICAL ~~matters~~ACCOUNTING ~~arise~~POLICIES ~~from~~AND the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined there are no critical audit matters.ESTIMATES

/Management’s/ discussion and analysis and ~~Mac~~results of operations are based upon our accompanying financial statements for the year ended December 31, 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 ~~Group~~Policies, &to ~~CPAs~~the financial statements included in Part I, ~~LLP~~Item 1 of this Annual Report on Form 10-K, 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.

~~We have~~OFF-BALANCE ~~served~~SHEET ~~as Nowtransit Inc.’s auditor since 2022.~~ARRANGEMENTS

~~Midvale~~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 ~~Utah~~or expenses, results of operations, liquidity, capital expenditures or capital resources.

~~March 13,~~Item ~~2025~~7A. Quantitative and Qualitative Disclosures about Market Risk

16Not applicable to smaller reporting companies.

~~Table of Contents~~12

~~NOWTRANSIT~~Table ~~INC.~~of Contents

~~CONSOLIDATED~~Item ~~BALANCE~~8. ~~SHEETS~~Financial Statements and Supplementary Data

	December 31,			December 31,
Report of Independent Registered Public Accounting Firm (PCAOB ID: 6258)	F-2
	2024			2023
Consolidated Balance Sheets	F-3
ASSETS
Consolidated Statements of Operations	F-4
Current Assets
Consolidated Statements of Stockholders’ Equity (Deficit)	F-5
Cash and cash equivalents	$	662,517		$	19,238
Consolidated Statements of Cash Flows	F-6
Accounts receivable, net		100,285			36,448
Notes to the Consolidated Financial Statements	F-7
Inventory		58,319			37,702
Prepaid expense		4,832			-
Overpayment to related parties		21,798			-
Total current assets		847,751			93,388
Other Assets
Intangible assets		26,037			-
Total Assets	$	873,788		$	93,388
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities
Accounts payable	$	8,226		$	7,675
Due to related parties		-			87,074
Accrued expenses		5,993			1,450
Deferred revenue		24,329			3,949
Total current liabilities		38,548			100,148
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock: $0.0001 par value, 5,000,000 shares authorized; 1,000,000 designated Series A Convertible		-			-
Preferred stock: $0.0001 par value, 140,000 shares authorized; 140,000 shares issued and outstanding at December 31, 2024 and 2023, respectively		14			14
Common stock: $0.0001 par value, 75,000,000 shares authorized; 43,916,221 and 40,896,221 shares issued and outstanding at December 31, 2024 and 2023, respectively		4,391			4,089
Additional paid-in capital		1,171,918			417,220
Accumulated deficit		(341,083	)		(428,083	)
Total stockholders' equity (deficit)		835,240			(6,760	)
Total Liabilities and Stockholders' Equity (Deficit)	$	873,788		$	93,388

~~See accompanying notes to the consolidated financial statements.~~F-1

17Table of Contents

~~Table~~Report of ~~Contents~~Independent Registered Public Accounting Firm

~~NOWTRANSIT~~Board ~~INC.~~of Directors and Shareholders

BioScience ~~CONSOLIDATED~~Health ~~STATEMENTS OF~~Innovations ~~OPERATIONS~~Inc.

	For the Year Ended
	December 31,
	2024			2023
Revenues	$	1,844,966		$	597,595
Cost of goods sold		(536,078	)		(113,188	)
Gross Profit		1,308,888			484,407
Operating Expenses:
General and administrative expenses		1,146,410			706,257
Consulting fees		75,478			29,650
Total Operating Expenses		1,221,888			735,907
Income (Loss) from Operations		87,000			(251,500	)
Net Income (Loss)	$	87,000		$	(251,500	)
Net income (loss) per common share - basic	$	0.00		$	(0.01	)
Net income (loss) per common share - diluted	$	0.00		$	(0.01	)
Weighted average common shares outstanding - basic		41,933,981			33,764,675
Weighted average common shares outstanding - diluted		42,353,981			33,764,675

Opinion on the Financial Statements

~~See~~We have audited the accompanying balance sheets of BioScience Health Innovations Inc. as of December 31, 2025 and 2024, and the related statements of operations, stockholders’ equity (deficit), and cash flows for each of the two years in the period ended December 31, 2025, and the related notes (collectively referred to as the “financial ~~consolidated~~statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of BioScience Health Innovations Inc. as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

18Basis for Opinion

~~Table~~These financial statements are the responsibility of ~~Contents~~the entity’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to BioScience Health Innovations Inc. in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

~~NOWTRANSIT~~We ~~INC~~conducted our audits in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. BioScience Health Innovations Inc. is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control over financial reporting. Accordingly, we express no such opinion.

Our ~~CONSOLIDATED~~audits ~~STATEMENTS~~included performing procedures to assess the risks of material OFmisstatement ~~STOCKHOLDERS'~~of ~~EQUITY~~the ~~(DEFICIT)~~financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

~~FOR~~Critical ~~THE~~Audit ~~YEAR ENDED DECEMBER 31, 2024 AND 2023~~Matters

	Series A								Additional
	Preferred Stock				Common Stock				Paid-in			Accumulated
	Shares		Amount		Shares		Amount		Capital			Deficit			Total
Balance at December 31, 2022		140,000	$	14		5,461,500	$	546	$	158,840		$	(176,583	)	$	(17,183	)
Recapitalization March 10, 2023		-		-		34,371,100		3,437		(6,514	)		-			(3,077	)
Common shares issued for cash		-		-		1,063,621		106		264,894			-			265,000
Net loss		-		-		-		-		-			(251,500	)		(251,500	)
Balance at December 31, 2023		140,000		14		40,896,221		4,089		417,220			(428,083	)		(6,760	)
Common shares issued for cash		-		-		3,020,000		302		754,698			-			755,000
Net income		-		-		-		-		-			87,000			87,000
Balance as December 31, 2024		140,000	$	14		43,916,221	$	4,391	$	1,171,918		$	(341,083	)	$	835,240

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters

~~See~~/s/ ~~accompanying~~Mac ~~notes~~Accounting toGroup ~~the~~& ~~consolidated~~CPAs, ~~financial statements.~~LLP

19We have served as BioScience Health Innovations Inc.’s auditor since 2022.

~~Table~~Midvale, ~~of Contents~~Utah

~~NOWTRANSIT~~March ~~INC.~~30, 2026

~~CONSOLIDATED STATEMENTS OF CASH FLOWS~~F-2

	For the Year Ended
	December 31,
	2024			2023
Cash Flows From Operating Activities
Net Income (Loss)	$	87,000		$	(251,500	)
Adjustments to reconcile net loss to net cash used in operating activities		-			-
Changes in operating assets and liabilities:
Accounts receivable		(63,837	)		(28,687	)
Inventory		(20,617	)		(25,424	)
Deferred revenue		20,380			3,949
Accrued expenses		4,543			1,450
Accounts payable		551			(7,630	)
Prepaid expenses		(4,832	)		-
Net Cash Provided by (Used in) Operating Activities		23,188			(307,842	)
Cash Flows From Investing Activities
Purchase of intangible assets		(26,037	)		-
Net Cash Used in Investing Activities		(26,037	)		-
Cash Flows From Financing Activities
Advances from related parties		962,848			613,973
Repayment to related parties		(1,071,720	)		(572,255	)
Cash acquired in recapitalization		-			8,793
Proceeds from the sale of common stock		755,000			265,000
Net Cash Provided by Financing Activities		646,128			315,511
Net Increase in Cash		643,279			7,669
Cash at Beginning of Period		19,238			11,569
Cash at End of Period	$	662,517		$	19,238
Supplemental Cash Flow Information:
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-

Table of Contents

~~See~~BIOSCIENCE ~~accompanying~~HEALTH ~~notes~~INNOVATIONS ~~to the consolidated financial statements~~INC.

20CONSOLIDATED BALANCE SHEETS

Table of Contents

	December 31,		December 31,
	2025		2024

ASSETS
Current Assets
Cash and cash equivalents	$	661,925	$	662,517
Accounts receivable, net		399,257		100,285
Inventory		336,348		58,319
Prepaid expense and other current assets		21,341		4,832
Overpayment to related parties		137,718		21,798
Deferred tax asset		2,069		-
Total current assets		1,558,658		847,751
Other Assets
Intangible assets		82,887		26,037
Deposits		4,400		-
Right-of-use asset		61,236		-
Total other assets		148,523		26,037

Total Assets	$	1,707,181	$	873,788

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current Liabilities
Accounts payable	$	6,274	$	8,226
Accrued expenses		7,957		5,993
Income tax payable		79,030		-
Deferred revenue		136,590		24,329
Total current liabilities		229,851		38,548

STOCKHOLDERS’ EQUITY (DEFICIT)
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, 2025 and 2024		14		14
Common stock: $0.0001 par value, 250,000,000 shares authorized; 10,979,058 shares issued and outstanding at December 31, 2025 and 2024		1,098		4,391
Additional paid-in capital		1,175,211		1,171,918
Accumulated earnings (deficit)		301,007		(341,083	)
Total stockholders’ equity (deficit)		1,477,330		835,240
Total Liabilities and Stockholders’ Equity (Deficit)	$	1,707,181	$	873,788

~~NOWTRANSIT INC~~See accompanying notes to the consolidated financial statements.

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS~~F-3

~~For the~~Table ~~years~~of ~~ended December 31, 2024 and 2023~~Contents

~~NOTE 1:~~BIOSCIENCE ~~ORGANIZATION~~HEALTH ~~AND~~INNOVATIONS ~~BASIS OF PRESENTATION~~INC.

~~Nowtransit Inc.~~CONSOLIDATED ~~(the~~STATEMENTS ~~“Company”,~~OF “Nowtransit”,“us”,“we”) was incorporated in the State of Nevada on July 8, 2019. 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 (see Note 2).OPERATIONS

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 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, 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.

	For the Year Ended
	December 31,
	2025			2024

Revenues	$	5,688,717		$	1,844,966
Cost of goods sold		(2,448,000	)		(536,078	)
Gross Profit		3,240,717			1,308,888

Operating Expenses:
General and administrative expenses		2,206,495			1,146,410
Consulting fees		315,171			75,478
Total Operating Expenses		2,521,666			1,221,888

Income (Loss) from Operations		719,051			87,000

Income tax expense		76,961			-

Net Income (Loss)	$	642,090		$	87,000

Net income (loss) per common share - basic	$	0.06		$	0.01
Net income (loss) per common share - diluted	$	0.06		$	0.01

Weighted average common shares outstanding - basic		10,979,058			10,483,498
Weighted average common shares outstanding - diluted		11,399,058			10,903,498

~~NOTE 2:~~See ~~REORGANIZATION~~accompanying &notes ~~RECAPITALIZATION~~to the consolidated financial statements.

On February 13, 2023, Nowtransit entered into a Share Exchange Agreement with Best and the shareholders of Best who collectively owned 9,588,000 shares of Best common stock, or 100% of the outstanding shares of Best common stock. The transaction consummated on March 10, 2023 (the “Closing”).F-4

~~Upon the~~Table ~~Closing, the Company issued the Best shareholders 34,371,100 shares~~ of the Company’s common stock (see Note 6), representing approximately 85.39% of the shares of the Company’s common stock to be outstanding, in exchange for all of the shares of Best common stock held by Best shareholders. The transaction was accounted for as a reserve merger by Nowtransit and resulted in a recapitalization with Best being the accounting acquirer and Nowtransit being the accounting acquiree. As such, the consolidated financial statements presented are the historical financial statements of Best with retroactive adjustments to reflect the equity of Nowtransit, and the operations of Nowtransit from March 10, 2023, the effective date of the merger. Since Nowtransit was the legal acquirer, the resulting financial statements are in the name of Nowtransit. All share and per share information in the accompanying consolidated financial statements and footnotes have been retroactively restated to reflect the recapitalization.Contents

~~The following~~BIOSCIENCE ~~table~~HEALTH ~~summarizes~~INNOVATIONS ~~the assets acquired and the liabilities assumed at the acquisition date of March 10, 2023:~~INC.

Cash	$	8,793
Accounts Payable		(10,856	)
Credit Card Liability		(1,014	)
Net Assets (Liabilities) Assumed	$	(3,077	)

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

~~Had Nowtransit~~FOR ~~and~~THE ~~Best~~YEARS ~~been~~ENDED ~~combined~~DECEMBER ~~since January 1~~31, ~~2023~~2025 ~~they~~AND ~~would have reported revenues of $597,595, gross profit of $484,407, total operating expenses of $755,017, and a net loss of $270,610 for the year ended December 31, 2023.~~2024

NOTE 3: GOING CONCERN

	Series A Convertible								Additional		Accumulated
	Preferred Stock				Common Stock				Paid-in		Earnings
	Shares		Amount		Shares		Amount		Capital		(Deficit)			Total
Balance at December 31, 2023		140,000	$	14		10,224,058	$	1,022	$	420,287	$	(428,083	)	$	(6,760	)
Common shares issued for cash		-		-		755,000		76		754,924		-			755,000
Net loss		-		-		-		-		-		87,000			87,000
Balance at December 31, 2024		140,000		14		10,979,058		1,098		1,175,211		(341,083	)		835,240
Net income		-		-		-		-		-		642,090			642,090
Balance at December 31, 2025		140,000	$	14		10,979,058	$	1,098	$	1,175,211	$	301,007		$	1,477,330

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

As reflected in the condensed consolidated financial statements, the Company has generated revenues resulting in a net income during the year ended December 31, 2024. However, in the past the Company has reported losses and cash used in operating activities, thus resulting in an accumulated deficit of $341,083 as of December 31, 2024. Additionally, over time the Company 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.F-5

~~The Company~~Table 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.Contents

21BIOSCIENCE HEALTH INNOVATIONS INC.

~~Table~~CONSOLIDATED ofSTATEMENTS OF ~~Contents~~CASH FLOWS

NOTE 4: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

	For the Year Ended
	December 31,
	2025			2024

Cash Flows From Operating Activities
Net Income (Loss)	$	642,090		$	87,000
Adjustments to reconcile net loss to net cash used in operating activities
Lease cost, net of repayments		(61,236	)		-
Changes in operating assets and liabilities:
Accounts receivable		(298,972	)		(63,837	)
Inventory		(278,029	)		(20,617	)
Deferred revenue		112,261			20,380
Deferred tax		(2,069	)		-
Accrued expenses		1,964			4,543
Accounts payable		(1,952	)		551
Deposits		(4,400	)		-
Income tax payable		79,030			-
Prepaid expenses		(16,509	)		(4,832	)
Net Cash Provided by Operating Activities		172,178			23,188

Cash Flows From Investing Activities
Purchase of intangible assets		(56,850	)		(26,037	)
Net Cash Used in Investing Activities		(56,850	)		(26,037	)

Cash Flows From Financing Activities
Advances from related parties		3,046,080			962,848
Repayment to related parties		(3,162,000	)		(1,071,720	)
Proceeds from the sale of common stock		-			755,000
Net Cash Provided by Financing Activities		(115,920	)		646,128

Net Increase in Cash		(592	)		643,279
Cash at Beginning of Period		662,517			19,238
Cash at End of Period	$	661,925		$	662,517

Supplemental Cash Flow Information:
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-

~~Basis~~See accompanying notes ofto ~~Presentation~~the consolidated financial statements.

The consolidated financial statements of the Company have been prepared on the accrual basis of accounting in accordance with generally accepted accounting principles in the United States of America. The financial statements are presented in US dollars and the Company has adopted a December 31 year end.F-6

~~Use~~ Table of ~~Estimates~~Contents

~~The preparation~~BIOSCIENCE ofHEALTH ~~financial~~INNOVATIONS 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 expensesINC. ~~Actual results could differ from those estimates.~~

~~Cash and~~NOTES ~~Cash~~TO ~~Equivalents~~THE CONSOLIDATED FINANCIAL STATEMENTS

~~Cash and~~For ~~cash equivalents include cash on hand, cash in banks and any highly liquid investments with a maturity of three months or less to~~ the ~~extent~~years ~~the~~ended ~~funds are not being held for investment purposes. As of~~ December 31, ~~2024~~2025 and ~~December 31, 2023, the Company had no cash equivalents.~~2024

~~The Company~~NOTE ~~maintains~~1: ~~three accounts at Wells Fargo Bank. Accounts at this institution are insured by the Federal Deposit Insurance Corporation up to $250,000.~~ORGANIZATION

~~Accounts~~BioScience Health Innovations Inc. ~~Receivable~~(the “Company”, “us”, “we”) was incorporated in the State of Nevada on July 8, 2019 with the name Nowtransit, Inc. and ~~Allowance~~we ~~for~~changed ~~Doubtful~~our ~~Accounts~~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. 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.

~~The Company~~Best ~~reviews~~was ~~accounts~~incorporated receivable 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~~October ~~trends~~12, ~~customer~~2021 ~~knowledge,~~in ~~any known disputes, and considers~~ the ~~aging~~State of ~~the accounts receivable balances combined with management’s estimate of future potential recoverability~~Nevada. ~~Accounts~~Best ~~and~~sells ~~receivables~~clinically-tested, ~~are~~affordably ~~written~~priced ~~off~~products ~~against the allowance after all attempts~~ to ~~collect~~ anaturally ~~receivable~~battle ~~have~~the ~~failed.~~onslaught As of ~~December~~bacteria ~~31, 2024, 2023,~~ and viruses ~~2022~~through ~~the~~online ~~Company~~sales ~~had accounts receivable of $100,285, $36,448,~~ and ~~$7,761,~~in ~~respectively.~~various Asother ofdistribution ~~December~~channels ~~31,~~in ~~2024, 2023, and 2022,~~ the ~~allowance~~health ~~for doubtful accounts was $0~~ and ~~the~~wellness ~~Company recorded no bad debt during the years then ended~~market.

~~Inventory~~NOTE 2: LIQUIDITY

The ~~Company’s~~ ~~inventory~~consolidated isfinancial ~~recognized~~statements have been prepared in accordance with ~~Accounting~~US ~~Standards~~generally ~~Codification~~accepted ~~(“ASC”)~~accounting ~~303.~~principles, ~~The~~which ~~Company~~assumes ~~uses the~~that ~~lower of cost (determined using~~ the ~~first-in,~~Company’s ~~first-out~~management ~~method)~~will evaluate orwhether ~~net~~it ~~realizable~~will ~~value~~be ~~for~~able ~~valuing~~to ~~inventories.~~meet Asits ofobligations ~~December 31, 2024~~ and ~~2023~~continue ~~the~~its ~~Company~~operations ~~had~~in ~~$58,319~~the ~~and~~normal ~~$37,702~~course of ~~finished goods on hand, respectively~~business.

~~Income~~The Company had net income of ~~Taxes~~$642,090 and $87,000 and positive cash provided by operating activities of $172,178 and $23,188 for the years ended December 31, 2025 and 2024, respectively. As of December 31, 2025, the Company had net working capital of $1,328,807 and reported cash of $661,925, which management believes is sufficient to meet its obligations over the next year. Further, management expects revenue to grow after the strong growth in 2025 and expects the Company to continue to report cash provided by operating activities. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company determine it shall be unable to continue as a going concern.

~~The provision~~NOTE ~~for~~3: ~~income~~SUMMARY ~~taxes~~OF ~~and~~SIGNIFICANT ~~deferred~~ACCOUNTING 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.POLICIES

22Basis of Presentation

~~Table~~The consolidated financial statements of ~~Contents~~the Company have been prepared on the accrual basis of accounting in accordance with generally accepted accounting principles in the United States of America. The financial statements are presented in US dollars and the Company has adopted a December 31 year end.

~~The income~~Use ~~tax provision differs from the amount~~ of ~~income tax determined by applying the U.S. federal income tax rate to pretax income from continuing operations for the years ended December 31, 2024 and 2023, due to the following:~~Estimates

	December 31, 2024					December 31, 2023
Tax at statutory rate	$	22,620		(26	)%	$	(65,390	)	(26	)%
Accrued consulting expense		1,558		(2	)%		377		0	%
Accrued related party advances		-		0	%		22,639		9	%
Change in valuation allowance		(24,178	)	28	%		42,374		17	%
Tax provision	$	-				$	-

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.

~~Deferred income assets at December 31, 2023 and 2022 consisted of the following temporary differences and carry~~F-~~forward items:~~7

	December 31, 2024			December 31, 2023
Net Operating Loss Carryforwards	$	47,419		$	50,139
Accrued consulting expenses		1,558			377
Accrued related party advances		-			22,639
Valuation allowance		(48,977	)		(73,155	)
Net Deferred tax asset	$	-		$	-

Table of Contents

~~The Company~~Segment ~~has maintained a full valuation allowance against the total deferred tax assets due to the uncertainty of future utilization.~~Reporting

AsThe Company operates as a single operating ofand ~~December~~reportable 31segment as a retailer selling mental health and general wellness products. Our Chief Executive Officer, ~~2024~~who serves as our Chief Operating Decision Maker (“CODM”), evaluates the Company’s ~~had~~financial ~~net~~performance ~~federal~~and make resource allocation decisions considering our one geographical area and ~~state~~on ~~net~~a consolidated basis. Accordingly, the CODM considers the revenue, operating ~~loss~~expenses, and ~~carry~~other ~~forwards~~income (expenses) of ~~approximately~~our ~~$188,375~~single ~~that~~operating ~~may~~segment beas ~~used to~~reported ~~offset~~on ~~future~~the ~~taxable~~statement ~~income~~of operations and ~~may~~considers beour ~~carried~~current ~~forward~~and ~~indefinitely~~total assets ~~with~~as ~~certain~~recorded ~~annual~~on ~~limitations~~the onbalance ~~its~~sheet. ~~use~~There are no additional expense or asset information that are supplemental to those disclosed in these consolidated financial statements that are regularly provided to the CODM.

~~Revenue Recognition~~Cash and Cash Equivalents

~~The Company’s~~Cash ~~revenue is recognized in accordance with Accounting Standards Codification 606~~ and ~~operates~~cash inequivalents ~~the~~include ~~immune health~~cash ~~supplement~~on ~~market. The Company offers products – Be-OnGuard Nasal Spray used against nasal bacteria~~hand, ~~viruses~~cash ~~and~~in ~~allergens; Be-OnGuard~~banks ~~Mouth Spray used against oral bacteria, viruses~~ and ~~allergens;~~any ~~and~~highly ~~Be-OnGuard~~liquid EZinvestments ~~Safer~~with ~~Air~~a ~~used~~maturity ~~against~~of ~~airborne bacteria,~~three ~~viruses~~months ~~and~~or ~~allergens;~~less ~~Be-OnGuard 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~~extent ~~of order placement, therefore payment received by~~ the ~~Company~~funds ~~prior~~are tonot ~~product~~being held ~~delivery~~for isinvestment ~~recorded as deferred revenue~~purposes. As of December 31, ~~2024,~~2025 ~~2023,~~ and ~~2022 deferred revenue was $24~~2024,~~329,~~ ~~$3,949,~~the ~~and~~Company ~~$0,~~had ~~respectfully. Returns and refunds have been minimal to date. Accordingly,~~ no ~~provision~~cash ~~has been made for any return or refund obligations as of December 31, 2024 and 2023~~equivalents.

~~Advertising~~The Company maintains three accounts ~~Costs~~at Wells Fargo Bank. Accounts at this institution are insured by the Federal Deposit Insurance Corporation up to $250,000. As of December 31, 2025, the Company has balances of $161,814 in excess of this limit.

~~Advertising costs~~Accounts ~~are~~Receivable ~~expensed as incurred. During the year ended December 31, 2024~~ and ~~2023, the Company incurred advertising costs of $132,716~~Allowance ~~and~~for ~~$111,042,~~Doubtful ~~respectively.~~Accounts

~~Research~~The Company reviews accounts receivable periodically for collectability and ~~Development~~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 December 31, 2025, 2024, and 2023 the Company had accounts receivable of $399,257, $100,285, and $36,448, respectively. As of December 31, 2025, 2024, and 2023, the allowance for doubtful accounts was $0 and the Company recorded no bad debt during the years then ended.

The Company charges research and development costs to expense when incurred. During the year ended December 31, 2024 and 2023, the Company incurred $25,908 and $0 in research and development expenses, respectively.Inventory

~~Intangible~~The Company’s inventory is recognized ~~Assets~~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 December 31, 2025 and 2024 the Company had $336,348 and $58,319 of finished goods on hand, respectively.

~~The Company~~Income accounts for its intangible assets in accordance with ASC 350. Costs incurred to renew or extend the term of intangible assets are expensed as incurred. During the year ended December 31, 2024, the Company incurred $26,037 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 $1,302 is expected for each of the years ended December 31, 2025 and beyond.Taxes

23The 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.

~~Table~~The provision for income taxes at the expected combined effective tax rate of ~~Contents~~approximately 26% is as follows:

As of December 31, 2024 the Company’s patent applications include the following:

	12/31/2025			12/31/2024
Tax at statutory rate	$	189,022		$	24,178
Accrued consulting expenses		(2,069	)		(1,558	)
Net operating loss carryforward		(109,992	)		-
Change in valuation allowance		-			(22,620	)
Tax Provision	$	76,961		$	-

~~Patent Pending Product Overview and Update~~ F-8

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

~~New International~~Deferred ~~Patent~~income ~~Application~~assets ~~No.~~on ~~PCT/US24/53487~~December ~~for~~31, 2025 ~~METHYLTHIONINIUM~~and ~~SALT-CONTAINING~~2024 ~~COMPOSITIONS~~consisted ~~AND~~of ~~METHODS,~~the ~~filed~~following ontemporary ~~10/30/2024~~differences and Carry-forward items:

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

	12/31/2025		12/31/2024
Net Operating Loss Carryforwards	$	-	$	108,434
Accrued consulting expenses		2,069		1,558
Valuation allowance		-		(109,992	)
Net Deferred tax asset	$	2,069	$	-

~~New International~~The ~~Patent~~Company ~~Application~~has ~~No.~~maintained ~~PCT/US24/53490~~a ~~for~~full ~~COMPOSITIONS~~valuation ~~AND~~allowance ~~METHOD~~against the ~~FOR~~total ~~SUPPORTING~~deferred ~~MITOCHONDRIAL,~~tax ~~file~~assets ondue ~~10/30/2024.~~to ~~Filed on~~the ~~10/30/2024~~uncertainty of future utilization.

~~New U.S.~~As ~~Provisional~~of ~~Patent~~December ~~Application~~31, ~~No.~~2025 ~~63/712~~and 2024,~~895~~ ~~for~~the Company ~~TREATMENTS~~had ~~USING~~net ~~METHYLTHIONINIUM~~federal ~~SALT,~~and ~~SECONDARY~~state ~~PHYSIOLOGICALLY~~net ~~ACTIVE~~operating ~~COMPOUND AND~~loss ~~PHYSIOLOGICAL~~carry ~~THERAPY~~forwards of $0 and $423,046, ~~filed~~respectively, onthat ~~10/28/2024~~may be used to offset future taxable income.

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

~~Impairment~~The Company’s revenue is recognized in accordance with Accounting Standards Codification 606 and sells products in the immune health supplement market. 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 ~~Long-Lived~~order ~~Assets~~placement, therefore payment received by the Company prior to product delivery is recorded as deferred revenue. As of December 31, 2025, 2024, and 2023 deferred revenue was $136,590, and $24,329 and $3,949 respectfully. As of December 31, 2025 and 2024 no provision has been made for any return or refund obligations.

~~The Company~~Advertising 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 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 long-lived assets are sold or retired, the related cost and accumulated depreciation or amortization are removed from the accounts and any gain or loss is included in the results of operations. During the year ended December 31, 2024 and 2023, the Company recorded no impairment expense for their long-lived assets.Costs

~~Leases~~Advertising costs are expensed as incurred. During the year ended December 31, 2025 and 2024, the Company incurred advertising costs of $348,060 and $132,716, respectively.

~~The Company~~Research ~~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.Development

The Company ~~has~~charges ~~elected~~research ~~not~~and development costs to ~~recognize~~expense ~~ROU~~when ~~asset~~incurred. ~~and~~During ~~lease~~the ~~obligations~~year ~~for~~ended ~~its~~December ~~short-term leases~~31, ~~which~~2025 ~~are~~and ~~defined~~2024, asthe ~~leases~~Company ~~with~~incurred an$161,353 ~~initial term~~and of$25,908 12in ~~months~~research and ordevelopment ~~less~~expenses, respectively.

~~As of~~Intangible December 31, 2024, the Company had a verbal month-to-month rental arrangement for their office and inventory space, therefore no ROU asset or lease obligation was recorded. The Company recorded rent expense of $17,220 and $11,324 for the years ended December 31, 2024 and 2023, respectively.Assets

24The Company accounts for its intangible assets in accordance with ASC 350. Costs incurred to renew or extend the term of intangible assets are expensed as incurred. As of December 31, 2025, the Company had incurred $82,887 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, 2025 and 2024 no amortization expense was recorded as the patents were still pending. Amortization expense of $4,144 is expected for each of the years ended December 31, 2027 and beyond.

~~Table~~As of ~~Contents~~December 31, 2025 the Company’s patent applications include the following:

~~Net Income~~Patent ~~(Loss)~~Pending ~~per~~Product ~~Common~~Overview and ~~Share~~Update

~~Net income~~New ~~(loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification~~U. ~~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~~S. ~~Diluted~~Non-Provisional ~~net~~Patent ~~income (loss) per common share is computed by dividing net income (loss) by the weighted average number~~Application of shares of common stock and potentially dilutive outstanding shares of common stock during the period to reflect the potential dilution that could occur from common shares issuable through contingent share arrangements, preferred stock conversions, stock options and warrantsNo. As ~~of December 31~~18/931,277 ~~2024 and 2023 there were dilutive securities of 420,000~~ for ~~the~~METHYLTHIONINIUM ~~conversion~~SALT-CONTAINING ofCOMPOSITIONS ~~Series~~AND ~~A preferred stock. These potentially dilutive securities were not included in the calculation of diluted net loss per common share at December 31~~METHODS, ~~2023~~filed ~~because~~on ~~they were antidilutive, therefore as of December 31, 2023 basic net loss per share is the same as diluted net loss per share.~~10/30/2024

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

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.F-9

~~NOTE 5:~~Table ~~RELATED~~of ~~PARTY TRANSACTIONS~~Contents

~~In support~~New ofU.S. ~~the~~Non-Provisional ~~Company’s~~Patent ~~efforts and cash requirements, it may rely on advances from related parties until such time that the Company~~Application ~~can support its operations or attains adequate financing through sales of its equity or traditional debt financing~~No.18/931,346 ~~Amounts~~for ~~represent advances~~COMPOSITIONS orAND ~~amounts~~METHOD ~~paid~~FOR inSUPPORTING ~~satisfaction~~MITOCHONDRIAL, offile ~~liabilities.~~on 10/30/2024

~~During the~~New ~~year~~International ~~ended~~Patent ~~December 31, 2024 the Company purchased $444,785 worth of inventory from Ageless Global, LLC (“Global”) and~~Application ~~Ageless Holdings, LLC (“Holdings”), entities owned and controlled by the Company’s members of management and board of directors~~No.PCT/US24/53490 Additionally, the Company received $962,848 worth of advances from Global and Holdings and other entities owned and controlled by the Company’s members of management and the board of directors to pay for ~~operating~~COMPOSITIONS ~~expenses~~AND ~~(inclusive~~METHOD ofFOR ~~amounts~~SUPPORTING ~~owed for inventory sales) and the Company paid back $1~~MITOCHONDRIAL,~~071,720~~ offile ~~the~~on ~~advances which included an overpayment of $21,798 as of December 31,~~ 10/30/2024.

~~During the~~New ~~year~~U.S. ~~ended~~Provisional ~~December~~Patent ~~31,~~Application No. ~~2023 the Company purchased $157~~63/712,~~010~~895 ~~worth~~for ofTREATMENTS ~~inventory~~USING ~~from~~METHYLTHIONINIUM ~~Holdings and the Company received $613~~SALT,~~973~~ ~~worth of~~SECONDARY ~~advances~~PHYSIOLOGICALLY ~~from~~ACTIVE ~~Holdings~~COMPOUND ~~and~~AND ~~Global~~PHYSIOLOGICAL and other entities owned and controlled by the Company’s members of management and the board of directors to pay for operating expenses (inclusive of amounts owed for inventory sales) and the Company paid back $572THERAPY,~~255~~ ~~of the~~filed ~~advances.~~on ~~As of December 31, 2023 the amount due to related parties was $87,074.~~10/28/2024

~~NOTE~~New U.S. Non-Provisional Patent Application 6:No.19/371,824 ~~EQUITY~~for TREATMENTS USING METHYLTHIONINIUM SALT, LIQUID MINERAL BLENDS, AND/OR SECONDARY PHYSIOLOGICALLYACTIVE COMPOUNDS WITH PHYSIOLOGICAL THERAPIES, filed on 10/28/2025

~~Common~~New U.S. Non-Provisional Patent Application ~~Stock~~No.19/173,875 for NUTRITIONAL SUPPLEMENT COMPOSITIONS AND METHODS FOR ENHANCING BIOLOGICAL FUNCTIONS, filed on 4/9/2025

~~The Company~~New ~~has~~U.S. ~~75,000,000,~~Provisional $0Patent Application No.~~0001~~PCT/US26/13809 ~~par~~for ~~value~~NUTRITIONAL ~~shares~~SUPPLEMENT ofCOMPOSITIONS ~~voting~~AND ~~common~~METHODS ~~stock~~FOR ~~authorized.~~ENHANCING BIOLOGICAL FUNCTIONS, filed on 2/4/2026

~~During the~~Impairment ~~year ended December 31, 2024, the Company issued 3,020,000 common shares for cash proceeds~~ of ~~$755,000.~~Long-Lived Assets

~~During the~~The ~~year~~Company ~~ended~~applies ~~December~~the 31provisions of ASC 360, ~~2023~~where applicable, ~~the~~to ~~Company~~all ~~issued~~long-lived ~~34,371,100~~assets ~~shares~~and periodically evaluates the carrying value of ~~common~~long-lived ~~stock~~assets to ~~Best~~be ~~shareholders~~held and used for impairment. Impairment losses are recorded on long-lived assets used in ~~exchange~~operations ~~for~~when ~~all~~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, ~~shares~~a loss is recognized based on the amount by which the carrying amount exceeds the fair market value of ~~Best~~the ~~common~~long-lived ~~stock~~assets. ~~(see~~Loss ~~Note~~on long-lived 2)assets ~~resulting~~to inbe andisposed ~~increase~~of is determined in ~~common~~a ~~stock~~similar $3manner,~~437~~ ~~and~~except athat ~~decrease~~fair inmarket ~~additional~~values ~~paid~~are reduced for the cost of disposal. When long-~~in-capital~~lived assets are sold or retired, the related cost and accumulated depreciation or amortization are removed from the accounts and any gain or loss is included in the results of ~~$6,514~~operations. During the year ended December 31, ~~2023~~2025 and 2024, the Company ~~issued~~recorded no ~~1,063,621~~impairment ~~common~~expense ~~shares~~ for ~~cash~~their ~~proceeds~~long-lived ~~of $265,000~~assets.

~~As of December 31, 2024 and December 31, 2023, the Company had 43,916,221 and 40,896,221 shares of common stock issued and outstanding, respectfully.~~Leases

25The 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.

~~Table~~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 ~~Contents~~12 months or less.

~~Preferred~~On December 1, 2025, we entered a 15-month ~~Stock~~rental arrangement for our office and inventory space, at which time we paid for the lease in full with a single payment of $65,610. Because there were no future lease payments to be made, we recorded an ROU asset at lease commencement for the value of the prepayment of $65,610 and had no lease liability to record. Before December 1, 2025, the Company had a month-to-month rental agreement. The Company recorded rent expense of $23,124 and $17,220 for the years ended December 31, 2025 and 2024, respectively. As of December 31, 2025, the weighted average remaining lease term was 14 months.

~~On October~~Net ~~19,~~Income 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”~~Loss). ~~Each~~per ~~share~~Common 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.Share

~~During~~Net income (loss) per common share is computed pursuant to section 260-10-45 of the ~~year~~FASB ~~ended~~Accounting ~~December~~Standards ~~31,~~Codification. ~~2024~~Basic ~~there~~net ~~were~~income no(loss) ~~issuances~~per common share is computed by dividing net income (loss) by the weighted average number of ~~preferred~~shares of common stock outstanding during the period. ~~Nowtransit~~Diluted ~~had~~net ~~issued~~income (loss) ~~140,000~~per common share is computed by dividing net income (loss) by the weighted average number of shares of ~~Series~~common Astock ~~Convertible~~and potentially ~~Preferred~~dilutive ~~Stock~~outstanding ~~prior~~shares toof common stock during the ~~reorganization~~period ~~thus~~to reflect the ~~shares~~potential ~~were~~dilution ~~recorded~~that atcould aoccur ~~zero~~from ~~net~~common ~~value~~shares inissuable through ~~the~~contingent ~~consolidated~~share ~~financial~~arrangements, ~~statements~~preferred stock conversions, stock options and warrants. As of December 31, ~~2024~~2025 and ~~2023,~~2024 ~~the~~there were ~~Company~~dilutive ~~had~~securities ~~140~~of 420,000 ~~shares~~for the conversion of Series A ~~Convertible~~preferred ~~Preferred~~stock ~~Stock~~that ~~outstanding~~were included in the calculation of diluted net loss per common share.

~~NOTE 7: SUBSEQUENT EVENTS~~F-10

~~The Company~~Table has evaluated all events that occur after the balance sheet date through March 13, 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.~~Contents

~~Subsequent to~~Recent ~~December~~Accounting 31, 2024 the Company purchased $230,443 worth of inventory from related party entities owned and controlled by the Company’s members of management and board of directors. Additionally, the Company received $36,735 worth of advances from related party entities owned and controlled by the Company’s members of management and the board of directors to pay for operating expenses and the Company used their overpayment of $21,798 and cash of $295,000 to make repayments on the advances.Pronouncements

~~Effective~~The ~~February~~Company ~~21,~~has ~~2025, the~~reviewed ~~Nowtransit~~all ~~board~~the ~~approved~~recent accounting apronouncements ~~resolution~~issued to ~~change~~date of the ~~name~~issuance of ~~the~~these ~~company~~financial tostatements ~~BioScience~~and ~~Health~~has ~~Innovations,~~determined ~~Inc~~that ~~and~~there ~~filed~~have ~~the~~been ~~necessary~~no standards ~~documents~~that ~~with~~had, ~~the~~or ~~Nevada~~will ~~Secretary~~have, ofa ~~State~~material impact on its consolidated financial statements.

26NOTE 4: RELATED PARTY TRANSACTIONS

~~Table~~In support of ~~Contents~~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.

~~Item~~During the year ended December 31, 92025 the Company purchased $2,665,950 worth of inventory from Ageless Holdings, LLC (“Holdings”), an entity owned and controlled by the Company’s members of management and board of directors. ~~Changes~~Additionally, Inthe Company received $380,130 worth of advances from Holdings and ~~Disagreements~~other ~~with~~entities ~~Accountants~~owned onand ~~Accounting~~controlled by the Company’s members of management and ~~Financial~~the ~~Disclosure~~board of directors to pay for operating expenses and services received and the Company paid back $3,162,000 of the advances which included an overpayment of $137,717 as of December 31, 2025.

~~None~~During the year ended December 31, 2024 the Company purchased $444,785 worth of inventory from Holdings and the Company received $518,063 worth of advances from Holdings and Global and other entities owned and controlled by the Company’s members of management and the board of directors to pay for operating expenses and the Company paid back $1,071,720 of the advances, which included an overpayment of $21,798 as of December 31, 2024.

~~Item 9A.~~NOTE ~~Controls~~5: ~~and Procedures~~EQUITY

~~Evaluation of~~Common ~~Disclosure Controls and Procedures~~ Stock

~~Our principal~~The ~~executive~~Company ~~officer~~has and our principal financial officer carried out an evaluation required by Rule 13a-15 or 15d-15 of the Securities Exchange Act of 1934 (the “Exchange Act”) of the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) or 15d-15(e) under the Exchange Act. Based on their evaluation250, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were ineffective as of the end of the period covered by this report to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded000, ~~processed~~000, ~~summarized~~$0.0001 ~~and~~par ~~reported~~value ~~within~~shares ~~the~~of ~~time~~voting ~~periods~~common ~~specified~~stock ~~in the SEC’s rules and forms and is accumulated and communicated to our management as appropriate to allow timely decisions regarding required disclosure~~authorized.

~~Management’s~~During the year ended December 31, ~~Report~~2025, onthe ~~Disclosure~~Company ~~Controls~~did ~~and~~not ~~Procedures~~issue any common or preferred shares.

~~Management is~~On ~~responsible~~September ~~for~~10, ~~establishing~~2025, ~~and~~the ~~maintaining~~Company filed ~~adequate~~a ~~internal~~change ~~control over financial reporting (as defined~~ in ~~Exchange~~the ~~Act~~articles ~~Rule~~of ~~13a-15(f)). The~~incorporation ~~Company’s~~and ~~internal~~increased ~~control~~the ~~over~~voting ~~financial~~common ~~reporting~~stock isfrom a75,000,000 ~~process designed~~ to ~~provide~~250,000,000. ~~reasonable~~In ~~assurance~~addition, ~~regarding~~ the ~~reliability~~ ofCompany ~~financial~~completed ~~reporting~~a ~~and~~1 ~~the preparation of financial statements~~ for ~~external~~4 ~~purposes~~reverse incommon ~~accordance~~stock ~~with~~split, ~~accounting~~decreasing ~~principles generally accepted in~~ the ~~United~~number ~~States~~ of ~~America.~~voting ~~Our~~common ~~internal~~stock ~~control~~outstanding ~~over~~from ~~financial~~43,916,221 ~~reporting includes those policies and procedures that (i) pertain~~ to ~~the maintenance of records that~~10, ~~in reasonable detail~~979, ~~accurately and fairly reflect the transactions and dispositions of~~058. ~~our~~All ~~assets;~~share ~~(ii)~~numbers ~~provide~~presented ~~reasonable~~in ~~assurance~~these ~~that~~consolidated ~~transactions are recorded as necessary to permit preparation of~~ financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have abeen ~~material~~retroactively ~~effect~~adjusted onfor the ~~financial~~stock ~~statements~~split.

~~Because of~~During ~~its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to~~ the ~~risk~~year ~~that~~ended ~~controls~~December ~~may become inadequate because of changes in conditions~~31, ~~or that the degree of compliance with the policies or procedures may deteriorate. Under the supervision and with the participation of management~~2024, ~~including our principal executive officer and principal financial officer,~~ the Company ~~conducted~~issued ~~an evaluation of the effectiveness of the Company’s internal control over financial reporting as of December 31~~755,000 ~~2024~~common ~~using~~shares ~~the~~for ~~criteria~~cash ~~established~~proceeds ~~in “Internal Control - Integrated Framework” issued by the Committee~~ of ~~Sponsoring Organizations of the Treadway Commission (2013) (“COSO”).~~$755,000

~~Our management~~As ~~assessed the effectiveness~~ of ~~our internal control over financial reporting based on the parameters set forth above and has concluded that as of~~ December 31, ~~2024,~~2025 ~~our internal control over financial reporting was not effective to provide reasonable assurance regarding the reliability of financial reporting~~ and ~~the preparation of financial statements for external purposes in accordance with~~December ~~U.S. generally accepted accounting principles as a result of the material weaknesses described below. A material weakness is a deficiency~~31, or ~~combination of deficiencies~~2024, ~~in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of~~ the Company’s ~~annual~~had ~~or interim financial statements will not be prevented or detected on a timely basis. Specifically~~10, in979,058 ~~its~~shares ~~assessment~~ of ~~the~~common ~~effectiveness~~stock ofissued ~~internal~~and ~~control over financial reporting as of December 31~~outstanding, ~~2024, the Company’s management determined that there were control deficiencies resulting in the following material weaknesses~~respectfully.

	1.	The Company has an inadequate control environment. Specifically, there are no risk assessment, information or communication, or monitoring processes in place. Additionally, corporate governance is inadequate as a result of limited resources and oversight and the Company lacks policies that require formal written approval for related party transactions.
	2.	The Company has inadequate control activities or formal accounting policies and procedures. Specifically, the Company lacks segregation of duties or adequate levels of supervision and review, there is a lack of information technology controls, and there are limited accounting resources with the appropriate knowledge of U.S. generally accepted accounting principles or SEC experience to ensure the financial reporting is free from material misstatements.

Preferred Stock

27On 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.

~~Table~~During the year ended December 31, 2025 and 2024 there were no issuances of ~~Contents~~preferred stock. As of December 31, 2025 and 2024, the Company had 140,000 shares of Series A Convertible Preferred Stock outstanding.

~~Accordingly, the~~NOTE ~~Company’s~~6: ~~management~~SUBSEQUENT concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the Company’s internal controls.EVENTS

~~As a~~The ~~result~~Company ofhas ~~the~~evaluated ~~material~~all ~~weaknesses~~events that ~~described~~occur ~~above,~~after ~~management has concluded that~~ the ~~Company~~balance ~~did~~sheet ~~not~~date ~~maintain~~through ~~effective~~March ~~internal~~30, ~~control over financial reporting as of December 31~~2026, ~~2024~~the ~~based~~date onwhen ~~criteria~~the ~~established~~financial instatements ~~Internal~~were ~~Control—Integrated~~available ~~Framework issued by COSO. We plan~~ to ~~rectify~~be ~~these weaknesses by implementing an independent Board of Directors~~issued, ~~establishing~~to determine ~~written~~if ~~policies~~they ~~and~~must ~~procedures for~~be ~~our~~reported. ~~internal~~Management ~~control~~ of ~~financial~~the ~~reporting,~~Company ~~and~~determined ~~hiring~~that ~~additional~~there ~~accounting~~are ~~personnel~~no atmaterial ~~such~~subsequent ~~time~~events asto webe ~~have~~disclosed other ~~sufficient~~than ~~funding to~~those dodescribed sobelow.

~~Changes~~Subsequent to December 31, 2025, the Company received $3,509 worth of advances from related party entities owned and controlled by the Company’s members of management and the board of directors to pay for operating expenses. The Company paid $150,000 to the related party resulting in ~~Internal~~an ~~Control~~overpayment of ~~over~~$284,209 ~~Financial~~as ~~Reporting~~of March 30, 2026.

~~There has~~After ~~been~~the noCompany ~~change~~filed ina ~~our~~Form ~~internal~~1-A, regulation ~~control~~A ~~over~~offering ~~financial~~statement, ~~reporting~~the ~~identified~~Company instarted ~~connection~~receiving ~~with~~funds ~~our~~from ~~evaluation~~investors wein ~~conducted~~March of ~~the effectiveness~~2026. ofAs ~~our internal control over financial reporting as~~ of ~~December~~March 3130, ~~2024~~2026, ~~that~~the ~~occurred during our fourth fiscal quarter~~Company ~~that~~ has ~~materially~~received ~~affected~~$388,067 orand isissued ~~reasonably likely to materially affect~~388,067 ~~our~~common ~~internal control over financial reporting~~shares.

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management’s report in this annual report.F-11

~~Item 9B.~~Table ~~Other~~of ~~Information.~~Contents

~~None~~Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

~~Item 9C~~None. ~~Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.~~

~~Not applicable~~Item 9A. Controls and Procedures

28Evaluation of Disclosure Controls and Procedures

~~Table~~Our principal executive officer and our principal financial officer carried out an evaluation required by Rule 13a-15 or 15d-15 of ~~Contents~~the Securities Exchange Act of 1934 (the “Exchange Act”) of the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) or 15d-15(e) under the Exchange Act. Based on their evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were ineffective as of the end of the period covered by this report to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to our management as appropriate to allow timely decisions regarding required disclosure.

~~PART~~Management’s Report ~~III~~on Disclosure Controls and Procedures

~~Item~~Management is responsible for establishing and 10maintaining adequate internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)). ~~Directors~~The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, ~~Executive~~in ~~Officers~~reasonable detail, accurately and ~~Corporate~~fairly ~~Governance~~reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

~~Directors~~Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Under the supervision and ~~Executive~~with ~~Officers~~the participation of management, including our principal executive officer and principal financial officer, the Company conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025 using the criteria established in “Internal Control - Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013) (“COSO”).

~~The~~Our management assessed the effectiveness of our ~~name,~~internal ~~address~~control over financial reporting based on the parameters set forth above and ~~position~~has concluded that as of December 31, 2025, our internal ~~present~~control ~~officers~~over financial reporting was not effective to provide reasonable assurance regarding the reliability of financial reporting and ~~directors~~the ~~are~~preparation ~~set~~of ~~forth~~financial statements for external purposes in accordance with U.S. generally accepted accounting principles as a result of the material weaknesses described below:. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. Specifically, in its assessment of the effectiveness of internal control over financial reporting as of December 31, 2025, the Company’s management determined that there were control deficiencies resulting in the following material weaknesses.

Name and Address of Executive Officer and/or Director		Age	Position
	1.	The Company has an inadequate control environment. Specifically, there are no risk assessment, information or communication, or monitoring processes in place. Additionally, corporate governance is inadequate as a result of limited resources and oversight and the Company lacks policies that require formal written approval for related party transactions.
Darren Lopez 2722 S West Temple Salt Lake City, UT 84115		48	CEO, Chairman of the Board, and President
	2.	The Company has inadequate control activities or formal accounting policies and procedures. Specifically, the Company lacks segregation of duties or adequate levels of supervision and review, there is a lack of information technology controls, and there are limited accounting resources with the appropriate knowledge of U.S. generally accepted accounting principles or SEC experience to ensure the financial reporting is free from material misstatements.
John Chymboryk 2722 S West Temple Salt Lake City, UT 84115		70	Chief Financial Officer and Director
Dan Schmidt 2722 S West Temple Salt Lake City, UT 84115		60	Chief Technology Officer
Justin Earl 2825 East Cottonwood Parkway Suite 500 - #5130 Salt Lake City, UT 84121		49	Director

~~Election of Directors and Officers~~13

~~Directors are~~Table ~~elected to serve until the next annual meeting~~ of stockholders and until their successors have been elected and qualified. Officers are appointed to serve until the meeting of the Board following the next annual meeting of stockholders and until their successors have been elected and qualified.Contents

~~Audit~~Accordingly, the Company’s management concluded ~~Committee~~that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the Company’s internal controls.

WeAs a result of the material weaknesses described doabove, management has concluded that the Company did not ~~have~~maintain ~~any~~effective ~~committees~~internal ofcontrol ~~the~~over ~~Board~~financial reporting as weof ~~only~~December ~~have~~31, 2025 ~~three~~based ~~directors~~on criteria established in Internal Control—Integrated Framework issued by COSO. ~~Our~~We plan to rectify these weaknesses by implementing an independent Board ~~acts~~of asDirectors, ~~the~~establishing ~~Company’s~~written ~~Audit~~policies ~~Committee~~and procedures for our internal control of financial reporting, and hiring additional accounting personnel at such time as ~~required~~we have sufficient funding to do so.

~~Director~~Changes in Internal Control over Financial ~~Independence~~Reporting

~~We use~~There ~~the~~has ~~definition~~been ofno ~~“independence”~~change ofin ~~The~~our ~~Nasdaq~~internal ~~Stock Market to make the determination of director independence. Nasdaq~~control ~~Listing~~over ~~Rule~~financial ~~5605(a)(2)~~reporting ~~provides~~identified ~~that~~in anconnection ~~“independent~~with ~~director”~~our isevaluation awe ~~person~~conducted ~~other than an officer or employee~~ of the ~~Company or~~effectiveness ~~any~~of ~~other~~our ~~individual~~internal ~~having~~control aover ~~relationship,~~financial reporting ~~which,~~as ~~in the opinion~~ of ~~the~~December ~~Company’s~~31, ~~Board~~2025, ~~would~~that ~~interfere~~occurred ~~with~~during ~~the~~our ~~exercise of~~fourth ~~independent~~fiscal ~~judgment~~quarter inthat ~~carrying~~has ~~out~~materially ~~the~~affected, ~~responsibilities~~or ofis areasonably ~~director.~~likely to ~~Under~~materially ~~such definitions~~affect, ~~Justin~~our ~~Earl~~internal iscontrol ~~considered~~over anfinancial ~~independent director~~reporting.

~~Board~~This annual report does not include an attestation ~~Leadership~~report ~~Structure~~of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management’s report in this annual report.

~~We have~~Item ~~chosen~~9B. toOther ~~combine the President and Board Chairman positions~~Information.

~~Code of Ethics~~None.

~~Our Board~~Item ~~has~~9C. ~~not~~Disclosure ~~adopted~~Regarding aForeign ~~Code~~Jurisdictions ofthat ~~Ethics~~Prevent ~~due to the Company’s size and lack of employees~~Inspections.

~~Delinquent Section~~Not ~~16(a) Reports~~applicable.

~~The Company does not have a class of equity securities registered pursuant to Section 12 of the Exchange Act; therefore, this Item is not applicable.~~14

29Table of Contents

~~Table~~PART ~~of Contents~~III

Item 11 10. Directors, Executive ~~Compensation~~Officers, and Corporate Governance

~~Compensation of~~Directors and Executive Officers

The ~~Company~~ ~~has~~name, ~~paid~~address ~~the~~and ~~following~~position ~~compensation~~of toour ~~its current or prior executive~~ present officers ~~for~~and ~~the~~directors ~~fiscal~~are ~~years~~set ~~ended~~forth ~~December 31, 2024 and December 31, 2023~~below:

	Year Ended December 31,
Name and Address of Executive Officer and/or Director	Age		Position
Officer	2024			2023
Darren Lopez 14857 South Concord Park Drive Bluffdale, UT 84065	49		CEO, Chairman of the Board, and President
Darren Lopez, CEO, Chairman of the Board, and President	$	120,000		$	-
John Chymboryk 14857 South Concord Park Drive Bluffdale, UT 84065	71		Chief Financial Officer and Director
John Chymboryk, Chief Financial Officer	$	70,400		$	29,650
Dan Schmidt 14857 South Concord Park Drive Bluffdale, UT 84065	61		Chief Technology Officer
Dan Schmidt, Chief Technology Officer and Director	$	119,653		$	39,780
Justin Earl 2825 East Cottonwood Parkway Suite 500 - #5130 Salt Lake City, UT 84121	50		Director
Justin Earl, Director	$	-		$	-

~~Outstanding Equity~~Election ~~Awards~~of atDirectors ~~Fiscal~~and ~~Year End~~Officers

~~As of~~Directors ~~December~~are ~~31,~~elected ~~2024,~~to ~~none~~serve until the next annual meeting of ~~our~~stockholders ~~named~~and ~~executive~~until ~~officers~~their ~~held~~successors ~~any~~have ~~unexercised~~been ~~options,~~elected ~~stock~~and ~~awards~~qualified. ~~that~~Officers ~~have~~are ~~not~~appointed ~~vested,~~to orserve ~~other~~until the meeting ~~equity~~of ~~incentive~~the ~~plan~~Board ~~awards~~following the next annual meeting of stockholders and until their successors have been elected and qualified.

~~Director Compensation~~Audit Committee

~~To date,~~We wedo not have ~~not~~any ~~paid~~committees ~~our~~of ~~directors~~the ~~any~~Board ~~compensation~~as we ~~for~~only ~~services~~have onthree ~~our~~directors. Our Board acts as the Company’s Audit Committee as required.

~~Employment Agreements~~Director Independence

~~There~~We use the definition of “independence” ~~are~~of noThe ~~current~~Nasdaq ~~employment~~Stock ~~agreements~~Market ~~between~~to make the determination of director independence. Nasdaq Listing Rule 5605(a)(2) provides that an “independent director” is a person other than an officer or employee of the Company ~~and~~or any other individual having a relationship, ~~its~~which, ~~officers~~in the opinion of the Company’s Board, orwould ~~other~~interfere ~~persons~~with the exercise of independent judgment in carrying out the responsibilities of a director. Under such definitions, Justin Earl is considered an independent director.

~~Equity Compensation~~Board ~~Plan~~Leadership ~~Information~~Structure

~~There are~~We nohave ~~securities~~chosen ~~authorized~~to ~~for~~combine ~~issuance~~the ~~under~~President ~~equity~~and ~~incentive plans, stock option plans, retirement, pension, or profit sharing plans~~Board ~~for~~Chairman ~~the benefit of our officers, directors or employees~~positions.

~~Item 12.~~Code ~~Security Ownership~~ of ~~Certain Beneficial Owners and Management and Related Stockholder Matters~~Ethics

~~The following~~Our ~~table~~Board ~~shows~~has ~~the~~not ~~beneficial~~adopted ~~ownership~~a ofCode ~~our common stock as~~ of ~~December~~Ethics ~~31 2024, held by (i) each person known~~ due to ~~us to be~~ the ~~beneficial~~Company’s ~~owner~~size ~~of more than five percent (5%) of our common stock; (ii) each director; (iii) each executive officer;~~ and ~~(iv)~~lack ~~all directors and executive officers as a group. Beneficial ownership is determined in accordance with the rules~~ of ~~the SEC, and generally includes voting power and/or investment power with respect to the securities held~~employees.

Name of Beneficial Owner	Shares of Common Stock Beneficially Owned (1)		% of Shares of Common Stock Beneficially Owned
Ageless Holdings LLC – 3936 West Sugar Beet Dr, West Valley, UT 84120		7,196,250		16.39	%
Darren Lopez, CEO, Chairman of the Board, and President – 2722 S West Temple, SLC, UT 84115		4,438,750		10.11	%
Dan Schmidt, Chief Technology Officer – 2722 S West Temple, SLC, UT 84115		5,000,000		11.39	%
Justin Earl, Director – 2825 E Cottonwood Parkway, Suite 500, SLC, UT 84121		2,800,000		6.38	%
John Chymboryk, Chief Financial Officer – 2722 S West Temple, SLC, UT 84115		1,775,000		4.04	%

Delinquent Section 16(a) Reports

~~(1) Applicable percentages are based on shares of common stock outstanding as of December 31, 2024.~~ The ~~number~~Company ~~and~~does ~~percentage of shares beneficially owned is determined in accordance with Rule 13d-3 and 13d-5 of the Exchange Act, and the information is~~ not ~~necessarily~~have ~~indicative of beneficial ownership for any other purpose. Under SEC rules,~~ a ~~person~~class ~~is considered a “beneficial owner”~~ of aequity ~~security if~~securities ~~that~~registered ~~person~~pursuant ~~has or shares power~~ to ~~vote~~Section or12 ~~direct the voting~~ of ~~such security or~~ the ~~power~~Exchange toAct; ~~dispose~~therefore, ofthis ~~such~~Item ~~security. A person~~ is ~~also considered~~not ~~to be a beneficial owner of any securities of which the person has a right to acquire beneficial ownership within 60 days~~applicable.

3015

Table of Contents

Item 13 11. ~~Certain~~Executive ~~Relationships and Related Transactions, and Director Independence~~Compensation

~~Related Party~~Compensation ~~Transactions~~of Executive Officers

~~In support~~The ~~of the~~ Company’s ~~efforts~~has ~~and~~paid ~~cash requirements, it may rely on advances from related parties until such time that~~ the ~~Company~~following compensation ~~can~~to ~~support~~ its ~~operations~~current or ~~attains~~prior ~~adequate~~executive ~~financing~~officers ~~through~~for ~~sales~~the offiscal ~~its~~years ~~equity~~ended orDecember ~~traditional~~31, ~~debt~~2025 ~~financing.~~and ~~Amounts~~December ~~represent advances~~31, ~~or amounts paid in satisfaction of liabilities.~~2024:

During the year ended December 31, 2024 the Company purchased $444,785 worth of inventory from Ageless Global, LLC (“Global”) and Ageless Holdings, LLC (“Holdings”), entities owned and controlled by the Company’s members of management and board of directors. Additionally, the Company received $962,848 worth of advances from Global and Holdings and other entities owned and controlled by the Company’s members of management and the board of directors to pay for operating expenses (inclusive of amounts owed for inventory sales) and the Company paid back $1,071,720 of the advances which included an overpayment of $21,798 as of December 31, 2024.

	Year Ended December 31,
Officer	2025		2024
Darren Lopez, CEO, Chairman of the Board, and President	$	188,000	$	120,000
John Chymboryk, Chief Financial Officer	$	166,900	$	70,400
Dan Schmidt, Chief Technology Officer and Director	$	170,300	$	119,653
Justin Earl, Director	$	-	$	-

~~During the~~Outstanding ~~year~~Equity ~~ended~~Awards ~~December~~at ~~31,~~Fiscal ~~2023~~Year the Company purchased $157,010 worth of inventory from Holdings and the Company received $613,973 worth of advances from Holdings and Global and other entities owned and controlled by the Company’s members of management and the board of directors to pay for operating expenses (inclusive of amounts owed for inventory sales) and the Company paid back $572,255 of the advances. As of December 31, 2023 the amount due to related parties was $87,074.End

~~Item~~As of December 31, 2025, none of our named executive ~~14.~~officers ~~Principal~~held ~~Accountant~~any ~~Fees~~unexercised ~~and~~options, ~~Services~~stock awards that have not vested, or other equity incentive plan awards.

~~The following~~Director ~~table shows the fees paid to our principal accountant for the fiscal years ended December 31, 2024 and 2023.~~Compensation

	Fiscal Year Ended December 31, 2024		Fiscal Year Ended December 31, 2023
Audit Fees (1)	$	48,000	$	32,000
Audit Related Fees (2)		-		-
Tax Fees (3)		-		-
All Other Fees (4)		-		-
Total	$	48,000	$	32,000

To date, we have not paid our directors any compensation for services on our Board.

(1)	Audit fees consist of fees incurred in connection with the audit of our annual financial statements and the review of the interim financial statements included in our quarterly reports filed with the SEC.
(2)	Audit Related Fees consist of the aggregate fees billed for professional services rendered for assurance and related services that were reasonably related to the performance of the audit or review of our financial statements and were not otherwise included in Audit Fees.
(3)	Tax Fees consist of the aggregate fees billed for professional services rendered for tax compliance, tax advice and tax planning. Included in such Tax Fees are fees for preparation of our tax returns and consultancy and advice on other tax planning matters.
(4)	All Other Fees consist of the aggregate fees billed for products and services provided and not otherwise included in Audit Fees, Audit Related Fees or Tax Fees. Included in such Other Fees are fees for services rendered in connection with any private and public offerings or registration statements conducted during such periods.

Employment Agreements

31There are no current employment agreements between the Company and, its officers, or other persons.

~~Table~~Equity ofCompensation ~~Contents~~Plan Information

~~PART~~There are no securities authorized for issuance ~~II.~~under ~~OTHER~~equity ~~INFORMATION~~incentive plans, stock option plans, retirement, pension, or profit sharing plans for the benefit of our officers, directors or employees.

Item 1 12. ~~Legal~~Security ~~Proceedings~~Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

~~Management is~~The ~~not~~following ~~aware~~table ofshows ~~any~~the ~~legal~~beneficial ~~proceedings~~ownership of ~~contemplated~~our bycommon ~~any~~stock ~~governmental~~as ~~authority~~of orDecember ~~any~~31 ~~other~~2025, ~~party~~held ~~involving~~by us(i) oreach ~~our~~person ~~properties.~~known ~~As of~~to ~~the~~us ~~date~~to ofbe ~~this~~the ~~Quarterly~~beneficial ~~Report,~~owner noof ~~director,~~more ~~officer~~than orfive ~~affiliate~~percent is (i5%) of aour ~~party~~common ~~adverse~~stock; to(ii) useach indirector; ~~any~~(iii) ~~legal~~each ~~proceeding,~~executive orofficer; and (iiiv) ~~has~~ anall ~~adverse~~directors ~~interest~~and toexecutive usofficers inas ~~any~~a ~~legal proceedings~~group. ~~Management~~Beneficial ownership is ~~not~~determined ~~aware~~in ofaccordance ~~any~~with ~~other~~the ~~legal~~rules ~~proceedings~~of ~~pending~~the orSEC, ~~that~~and ~~have~~generally ~~been threatened~~includes ~~against~~voting uspower and/or ~~our~~investment ~~properties~~power with respect to the securities held.

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

Name of Beneficial Owner	Shares of Common Stock Beneficially Owned (1)		% of Shares of Common Stock Beneficially Owned (1)

Ageless Holdings LLC – 3936 West Sugar Beet Dr, West Valley, UT 84120		1,799,063		16.39	%
Darren Lopez, CEO, Chairman of the Board, and President – 14857 South Concord Park Drive, Bluffdale, UT 84065		2,908,751		26.49	%
Dan Schmidt, Chief Technology Officer – 14857 South Concord Park Drive, Bluffdale, UT 84065		1,000,000		9.11	%
Justin Earl, Director – 2825 E Cottonwood Parkway, Suite 500, SLC, UT 84121		700,000		6.38	%
John Chymboryk, Chief Financial Officer – 14857 South Concord Park Drive, Bluffdale, UT 84065		443,750		4.04	%

During the year 2023, the Company issued 1,063,621 common shares for cash proceeds of $265,000.

	(1)	Applicable percentages are based on 10,979,058 shares of common stock outstanding as of December 31, 2025. The number and percentage of shares beneficially owned is determined in accordance with Rule 13d-3 and 13d-5 of the Exchange Act, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under SEC rules, a person is considered a “beneficial owner” of a security if that person has or shares power to vote or direct the voting of such security or the power to dispose of such security. A person is also considered to be a beneficial owner of any securities of which the person has a right to acquire beneficial ownership within 60 days.
	(2)	Amount here includes 1,109,688 shares held by Mr. Lopez as an individual and 1,799,063 shares held by Ageless Holdings LLC, which Mr. Lopez owns and controls.

~~During the year 2024, the Company issued 3,020,000 common shares for cash proceeds of $755,000.~~16

~~Item 3.~~Table ~~Defaults~~of ~~Upon Senior Securities~~Contents

~~Item 4.~~Related ~~Mine~~Party ~~Safety Disclosures~~Transactions

~~Not~~In support of the Company’s efforts and ~~applicable~~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.

~~Item~~During the year ended December 31, 2025 the Company 5purchased $2,665,950 worth of inventory from Ageless Holdings, LLC (“Holdings”), entities owned and controlled by the Company’s members of management and board of directors. ~~Other~~Additionally, ~~Information~~the Company received $380,130 worth of advances from Holdings and other entities owned and controlled by the Company’s members of management and the board of directors to pay for operating expenses and services received and the Company paid back $3,162,000 of the advances which included an overpayment of $137,717 as of December 31, 2025.

~~Not~~During the year ended December 31, 2024 the Company ~~applicable~~purchased $444,785 worth of inventory from Holdings and the Company received $518,063 worth of advances from Holdings and Global and other entities owned and controlled by the Company’s members of management and the board of directors to pay for operating expenses and the Company paid back $1,071,720 of the advances, which included an overpayment of $21,798 as of December 31,2024.

32Item 14. Principal Accountant Fees and Services

~~Table~~The offollowing ~~Contents~~table shows the fees paid to our principal accountant for the fiscal years ended December 31, 2025 and 2024.

PART IV

	Fiscal Year Ended December 31, 2025		Fiscal Year Ended December 31, 2024
Audit Fees (1)	$	54,750	$	48,000
Audit Related Fees (2)		-		-
Tax Fees (3)		-		-
All Other Fees (4)		3,250		-
Total	$	58,000	$	48,000

Item 15. Exhibits

(1)	Audit fees consist of fees incurred in connection with the audit of our annual financial statements and the review of the interim financial statements included in our quarterly reports filed with the SEC.
(2)	Audit Related Fees consist of the aggregate fees billed for professional services rendered for assurance and related services that were reasonably related to the performance of the audit or review of our financial statements and were not otherwise included in Audit Fees.
(3)	Tax Fees consist of the aggregate fees billed for professional services rendered for tax compliance, tax advice and tax planning. Included in such Tax Fees are fees for preparation of our tax returns and consultancy and advice on other tax planning matters.
(4)	All Other Fees consist of the aggregate fees billed for products and services provided and not otherwise included in Audit Fees, Audit Related Fees or Tax Fees. Included in such Other Fees are fees for services rendered in connection with any private and public offerings or registration statements conducted during such periods.

~~Exhibits:~~17

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	3.1(B)
3.2	Bylaws	S-1	11/4/2019	3.2
3.3	Certificate of Designation of Series A Convertible Preferred Stock	10-K	11/26/2021	3.3
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.				Filed
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.				Filed
101	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)				Filed

Table of Contents

~~Item 16~~PART II. ~~Form~~OTHER ~~10-K Summary~~INFORMATION

~~None~~Item 1. Legal Proceedings

33Management 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.

~~Table~~Item 2. Unregistered Sales of ~~Contents~~Equity Securities and Use of Proceeds

~~SIGNATURES~~During the year 2024, the Company issued 755,000 common shares for cash proceeds of $755,000.

~~In accordance~~Item ~~with~~3. ~~the~~Defaults ~~requirements~~Upon ofSenior ~~the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.~~Securities

	Nowtransit Inc.
Dated: March 13, 2025	By:	/s/ Darren Lopez
		Darren Lopez
		Chief Executive Officer, Chairman of the Board, and President
		(Principal Executive Officer)

Not applicable.

Dated: March 13, 2025	By:	/s/ John Chymboryk
		John Chymboryk
		Chief Financial Officer
		(Principal Financial Officer)

Item 4. Mine Safety Disclosures

~~Pursuant to~~Not ~~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~~applicable.

Name	Title	Date
/s/ Darren Lopez	Principal Executive Officer	March 13, 2025
Darren Lopez

Item 5. Other Information

34Not applicable.

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Table of Contents

PART IV

Item 15. Exhibits

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	3.1(B)

3.2	Bylaws	S-1	11/4/2019	3.2

3.3	Certificate of Designation of Series A Convertible Preferred Stock	10-K	11/26/2021	3.3

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.				Filed

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.				Filed

101	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)				Filed

Item 16. Form 10-K Summary

None.

Table of Contents

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: March 30, 2026	By:	/s/ Darren Lopez
		Darren Lopez
		Chief Executive Officer, Chairman of the Board, and President
		(Principal Executive Officer)

Dated: March 30, 2026	By:	/s/ John Chymboryk
		John Chymboryk
		Chief Financial Officer
		(Principal Financial 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	March 30, 2026
Darren Lopez

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Filing Compare · BioScience Health Innovations, Inc.