UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

Mark One

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

For the quarterly period ended March 31, 2026

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

For the transition period from to

Commission File No. 333-234487

BIOSCIENCE HEALTH INNOVATIONS INC.

(Exact name of registrant as specified in its charter)

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

14857 South Concord Park Drive

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated Filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the practicable date:

Class		Outstanding as of May 8, 2026
Common Stock: $0.0001 par value		11,416,125

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*PART 1 FINANCIAL INFORMATION*
Item 1.	Financial Statements	3
	Condensed Consolidated Balance Sheets (unaudited)	4
	Condensed Consolidated Statements of Operations (unaudited)	5
	Condensed Consolidated Statements of Stockholders’ Equity (Deficit) (unaudited)	6
	Condensed Consolidated Statements of Cash Flows (unaudited)	7
	Notes to Financial Consolidated Statements (unaudited)	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	19
Item 4.	Controls and Procedures	19

*PART II OTHER INFORMATION*
Item 1.	Legal Proceedings	20
Item 1A.	Cybersecurity	20
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	20
Item 3.	Defaults Upon Senior Securities	20
Item 4.	Mine Safety Disclosures	20
Item 5.	Other Information	20
Item 6.	Exhibits	21
	Signatures	22

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

While the information presented in the accompanying financial statements is unaudited, it includes all adjustments which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows for the periods presented in accordance with the accounting principles generally accepted in the United States of America (“US GAAP”). In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. Certain information and footnote disclosures normally included in financial statements prepared in accordance with US GAAP have been condensed or omitted. These financial statements should be read in conjunction with the Company’s December 31, 2025 audited financial statements and notes thereto. Operating results for the three months ended March 31, 2026 are not necessarily indicative of the results that can be expected for the year ending December 31, 2026.

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BIOSCIENCE HEALTH INNOVATIONS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

	March 31,		December 31,
	2026		2025
	(Unaudited)
ASSETS
Current Assets
Cash and cash equivalents	$	1,145,005	$	661,925
Accounts receivable, net		78,278		399,257
Inventory		874,340		336,348
Prepaid expense		95,146		21,341
Overpayment to related parties		-		137,718
Deferred tax asset		2,069		2,069
Total current assets		2,194,838		1,558,658
Other Assets
Intangible assets		82,887		82,887
Deposits		4,400		4,400
Right -of-use asset		48,114		61,236
Total other assets		135,401		148,523

Total Assets	$	2,330,239	$	1,707,181

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current Liabilities
Accounts payable	$	6,787	$	6,274
Accrued expenses		22,781		7,957
Income tax payable		79,030		79,030
Deferred revenue		76,749		136,590
Note payable		460,402		-
Total current liabilities		645,749		229,851

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 March 31, 2026 and December 31, 2025		14		14
Common stock: $0.0001 par value, 250,000,000 shares authorized; 11,416,125 and 10,979,058 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively		1,142		1,098
Additional paid-in capital		1,612,234		1,175,211
Accumulated earnings (deficit)		71,100		301,007
Total stockholders’ equity (deficit)		1,684,490		1,477,330
Total Liabilities and Stockholders’ Equity (Deficit)	$	2,330,239	$	1,707,181

See accompanying notes to the unaudited condensed consolidated financial statements.

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BIOSCIENCE HEALTH INNOVATIONS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	For the Three Months Ended
	March 31,
	2026			2025

Revenues	$	750,946		$	1,227,070
Cost of goods sold		(265,350	)		(330,925	)
Gross Profit		485,596			896,145

Operating Expenses:
General and administrative expenses		625,809			433,561
Consulting fees		89,694			35,786
Total Operating Expenses		715,503			469,347

Income (Loss) from Operations		(229,907	)		426,798

Income tax expense		-			-

Net Income (Loss)	$	(229,907	)	$	426,798

Net income (loss) per common share - basic	$	(0.02	)	$	0.01
Net income (loss) per common share - diluted	$	(0.02	)	$	0.01

Weighted average common shares outstanding - basic		11,376,802			43,916,221
Weighted average common shares outstanding - diluted		11,376,802			44,336,221

See accompanying notes to the unaudited condensed consolidated financial statements.

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BIOSCIENCE HEALTH INNOVATIONS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

(Unaudited)

	Series A Convertible								Additional		Accumulated
	Preferred Stock				Common Stock				Paid-in		Earnings
	Shares		Amount		Shares		Amount		Capital		(Deficit)			Total
Balance at December 31, 2024		140,000	$	14		10,979,058	$	1,098	$	1,175,211	$	(341,083	)	$	835,240
Net loss		-		-		-		-		-		426,798			426,798
Balance at March 31, 2025		140,000	$	14		10,979,058	$	1,098	$	1,175,211	$	85,715		$	1,262,038

Balance at December 31, 2025		140,000	$	14		10,979,058	$	1,098	$	1,175,211	$	301,007		$	1,477,330
Common shares issued for cash		-		-		437,067		44		437,023		-			437,067
Net loss		-		-		-		-		-		(229,907	)		(229,907	)
Balance at March 31, 2026		140,000	$	14		11,416,125	$	1,142	$	1,612,234	$	71,100		$	1,684,490

See accompanying notes to the unaudited condensed consolidated financial statements.

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BIOSCIENCE HEALTH INNOVATIONS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	For the Three Months Ended
	March 31,
	2026			2025

Cash Flows From Operating Activities
Net Income (Loss)	$	(229,907	)	$	426,798
Adjustments to reconcile net income (loss) to net cash used in operating activities
Lease cost, net of repayments		13,122			-
Changes in operating assets and liabilities:
Accounts receivable		320,979			6,836
Inventory		(537,992	)		(157,377	)
Deferred revenue		(59,841	)		25,709
Accrued expenses		14,824			14,757
Accounts payable		513			8,189
Prepaid expenses		(73,805	)		3,397
Net Cash Provided by (Used in) Operating Activities		(552,107	)		328,309

Cash Flows From Investing Activities
Purchase of intangible assets		-			(30,000	)
Net Cash Used in Investing Activities		-			(30,000	)

Cash Flows From Financing Activities
Advances from related parties		748,120			589,516
Repayment to related parties		(150,000	)		(522,000	)
Proceeds from the sale of common stock		437,067			-
Net Cash Provided by Financing Activities		1,035,187			67,516

Net Increase in Cash		483,080			365,825

Cash at Beginning of Period		661,925			662,517
Cash at End of Period	$	1,145,005		$	1,028,342

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

Non-Cash Investing and Financing Activities:
Note payable issued for related party debt	$	460,402		$	-

See accompanying notes to the unaudited condensed consolidated financial statements.

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2026

(Unaudited)

Note 1 - Nature of Organization

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

Best was incorporated on October 12, 2021 in the State of Nevada. Best sells clinically-tested, affordably priced products to naturally battle the onslaught of bacteria and viruses through online sales and in various other distribution channels in the health and wellness market.

Note 2 - Liquidity

The condensed consolidated financial statements have been prepared in accordance with US generally accepted accounting principles, which assumes that the Company’s management will evaluate whether it will be able to meet its obligations and continue its operations in the normal course of business.

The Company had net income of $642,090 and positive cash provided by operating activities of $172,178 for the year ended December 31, 2025. While the Company had a net loss of $229,907 during the three months ended March 31, 2026, they recorded accumulated earnings of $71,100, had net working capital of $1,549,089, and reported cash of $1,145,005 as of March 31, 2026, which management believes is sufficient to meet its obligations over the next year. 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.

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Note 3 - Summary of Significant Accounting Policies

Basis of Presentation

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

Use of Estimates

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

Segment Reporting

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

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand, cash in banks and any highly liquid investments with a maturity of three months or less to the extent the funds are not being held for investment purposes. As of March 31, 2026 and December 31, 2025, the Company had no cash equivalents.

The Company maintains four accounts at Wells Fargo Bank. Accounts at this institution are insured by the Federal Deposit Insurance Corporation up to $250,000. As of March 31, 2026 the Company has balances of $644,904 in excess of this limit.

Accounts Receivable and Allowance for Doubtful Accounts

The Company reviews accounts 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 trends, customer knowledge, any known disputes, and considers the aging of the accounts receivable balances combined with management’s estimate of future potential recoverability. Accounts and receivables are written off against the allowance after all attempts to collect a receivable have failed. As of March 31, 2026 and December 31, 2025, the allowance for doubtful accounts was $0.

Inventory

The Company’s inventory is recognized in accordance with Accounting Standards Codification (“ASC”) 303. The Company uses the lower of cost (determined using the first-in, first-out method) or net realizable value for valuing inventories. As of March 31, 2026 and December 31, 2025, the Company had $438,563 and $336,348 of finished goods on hand, respectively. And on March 31, 2026 and December 31, 2025, the Company had $435,777 and $0 of raw materials on hand respectively

Income Taxes

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

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Revenue Recognition

The Company’s revenue is recognized in accordance with Accounting Standards Codification 606 and the Company 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 that are end users of the Company’s products will generally remit payment at the time of order placement, therefore payment received by the Company prior to product delivery is recorded as deferred revenue. Customers that are resellers of the Company’s products are offered credit terms and generally pay within 30-60 days. As of March 31, 2026 and December 31, 2025 deferred revenue was $76,749 and $136,590, respectively. Shipping and handling costs that occur are paid by the customer and is not recorded as revenue. The Company has a policy to provide a refund on any product returned by the customer and refunds are recorded as a reduction in revenue. Refunds have been minimal to date.

Advertising Costs

Advertising costs are expensed as incurred. During the three months ended March 31, 2026 and 2025, the Company incurred advertising costs of $107,572 and $67,526, respectively.

Research and Development

The Company charges research and development costs to expense when incurred. During the three months ended March 31, 2026 and 2025, the Company incurred $49,722 and $37,540 in research and development expenses, respectively.

Intangible Assets

The 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 the three months ended March 31, 2026, the Company 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 for each year ended December 31, 2027 and beyond.

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

Patent Pending Product Overview and Update

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

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

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

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

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

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

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

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

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

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Impairment of Long-lived Assets

The Company applies the provisions of ASC 360, where applicable, to all long-lived assets and periodically evaluates the carrying value of long-lived assets to be held and used 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 three months ended March 31, 2026 and 2025, the Company recorded no impairment expense for their long-lived assets.

Leases

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

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

On December 1, 2025, we entered a 15-month 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 $13,122 and $4,305, during the three months ended March 31, 2026 and 2025, respectively. As of March 31, 2026, the weighted average remaining lease term was 11 months.

Net Income (Loss) per Common Share

Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially dilutive outstanding shares of common stock during the period to reflect the potential dilution that could occur from common shares issuable through contingent share arrangements, stock options and warrants. As of March 31, 2026 and 2025 there were dilutive securities of 420,000 for the conversion of Series A Convertible Preferred Stock. These potentially dilutive securities were not included in the calculation of diluted net loss per common share at March 31, 2026 because they were antidilutive, therefore as of March 31, 2026, basic and diluted weighted average common shares outstanding and net loss per common share are the same.

Recent Accounting Pronouncements

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

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires incremental disclosures about specific expense categories, including but not limited to, purchases of inventory, employee compensation, depreciation, amortization and selling expenses. The amendments are effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted and the amendments may be applied either prospectively or retrospectively. The Company is currently evaluating this ASU to determine its impact on the Company’s disclosures. The amendments only impact disclosures and are not expected to have an impact on the Company’s financial condition and results of operations.

Note 4 - Related Party Transactions

During the three months ended March 31, 2025 the Company purchased $456,556 worth of inventory from Ageless Holdings, LLC (“Holdings”), entity owned and controlled by the Company’s members of management and board of directors. Additionally, the Company received $132,960 worth of advances from Holdings to pay for operating expenses and the Company paid back $522,000 of the advances.

During the three months ended March 31, 2026 the Company purchased $745,060 worth of inventory from Holdings, received $3,059 worth of advances from Holdings to pay for operating expenses, and paid back $150,000 of the advances. Additionally, during the first quarter of 2026 the Board of Directors decided to finalize a settlement agreement with Holdings and entered into a promissory note on March 28, 2026 for $460,402, which was equal to the amount owed to them as of that date. The note carries an interest rate of 7% per annum, can be prepaid at any time without penalty, and matures on December 31, 2026.

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Note 5 - Equity

Common Stock

The Company has 250,000,000, $0.0001 par value shares of voting common stock authorized.

During the three months ended March 31, 2026, the Company issued 437,067 shares in common stock for cash proceeds of $437,067.

On September 10, 2025, the Company filed a change in the articles of incorporation and increased the voting common stock from 75,000,000 to 250,000,000. In addition, the Company completed a 1 for 4 reverse common stock split, decreasing the number of voting common stock outstanding from 43,916,221 to 10,979,058. All share numbers presented in these consolidated financial statements have been retroactively adjusted for the stock split.

During the three months ended March 31, 2025, there were no issuances of common stock.

As of March 31, 2026 and December 31, 2025, the Company had 11,416,125 and 10,979,058 shares of common stock issued and outstanding, respectively.

Preferred Stock

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

During the three months ended March 31, 2026 and 2025 there were no issuances of preferred stock. As of March 31, 2026 and December 31, 2025, the Company had 140,000 shares of Series A Convertible Preferred Stock outstanding.

Note 6 - Subsequent Events

The Company has evaluated all events that occur after the balance sheet date through April 28, 2026, the date when the financial statements were available to be issued, to determine if they must be reported. Management of the Company determined that there are no material subsequent events to be disclosed other than those described below.

Subsequent to March 31, 2025, the Company issued 300,639 shares in common stock for cash proceeds of $300,639.

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

Cautionary Note Regarding Forward Looking Statements

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

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

Recent Developments

Corporate Name Change

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

Overview

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

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

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CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Management’s discussion and analysis and results of operations are based upon our accompanying financial statements for the three months ended March 31, 2026, which have been prepared in conformity with U.S. generally accepted accounting principles, or U.S. GAAP, and which requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. Note 3. Summary of Significant Accounting Policies, to the financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q, describes the significant accounting policies and methods used in the preparation of the Company’s financial statements. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances. These estimates are the basis for our judgments about the carrying values of assets and liabilities, which in turn may impact our reported revenue and expenses. Our actual results could differ significantly from these estimates under different assumptions or conditions.

Results Of Operations

THREE MONTHS ENDED MARCH 31, 2026 COMPARED TO MARCH 31, 2025

Our net loss for the three months ended March 31, 2026 was $229,907 compared to a net income of $426,798 during the three months ended March 31, 2025. The Company has generated revenue of $750,946 and $1,227,070 during the three months ended March 31, 2026 and 2025, respectively. This change is a result of adjustments in the Company’s sales channels. The Company retained a new Amazon distributor to improve sales in this area and is transitioning to a more targeted marketing strategy with a focus on specific key areas. The Company had expected a significant order from a major Co-brand customer, but due to unforeseen events the order was rescheduled to the second quarter. Expenses incurred were general administrative expenses of $625,809 and consulting expenses of $89,694 during the three months ended March 31, 2026, compared to $433,561 and $35,786 during the three months ended March 31, 2025. Consulting expenses increased as a result of the Company applying to move from the OTC (Over-the-Counter) market to a senior exchange. In addition, wage expenses have increased along with an increase in accounting due to an upgrade in the accounting system. Management is still confident in reaching the projected year over year growth.

LIQUIDITY AND CAPITAL RESOURCES

As of March 31, 2026, our total assets were $2,330,239, consisting of cash, accounts receivable, inventory, prepaid expenses, right-of-use assets, deposits, and intangible assets. The Company’s net working capital was $1,549,089 and management believes that its cash balance of $1,145,005 as of March 31, 2026 is sufficient to meet its obligations over the next year

Cash Flows from Operating Activities

We have generated negative cash flows from operating activities. For the three months ended March 31, 2026, net cash flows used in operating activities was $552,107, consisting of our net loss of $229,907 plus changes in operating activities of $322,200. For the three months ended March 31, 2025, net cash flows providing in operating activities was $328,309, consisting of our net income of $426,798 offset by changes in operating activities of $98,489.

Cash Flows from Investing Activities

For the three months ended March 31, 2026, we had no cash flows used in or provided by investing activities. For the three months ended March 31, 2025, we had net cash used in investing activities of $30,000 in connection with the purchase of intangible assets.

Cash Flows from Financing Activities

For the three months ended March 31, 2026, net cash flows provided by financing activities was $1,035,187, consisting of $748,120 in advances from related parties and $437,067 of cash acquired for selling common stock, offset by repayments to related parties of $150,000. For the three months ended March 31, 2025, net cash flows provided by financing activities was $67,516, consisting of advances from related parties of $589,516 offset by repayments to related parties of $522,000.

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PLAN OF OPERATION AND FUNDING

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

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

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

Management Discussion and Analysis

BioScience Health Innovations Inc., through its wholly owned subsidiary Best 365 Labs, Inc., is a biotech and nutraceutical company focused on cellular health optimization, testosterone replacement therapy, and advanced nutrient delivery systems. The Company’s proprietary MODS Max (Mineral Oxide Delivery System) process dramatically enhances the bioavailability of peptides, vitamins, amino acids, and other bioactive compounds through a patent-pending mechanism that uses mineral oxychlorides to generate microdose reactive oxygen species (ROS), transiently opening tight junctions in mucosal membranes.

The Company operates from its headquarters in Bluffdale, Utah, manufactures non-prescription products through CGMP-compliant facilities, and maintains several 503A pharmacy relationships for the production of prescription-related products. BHIC is actively working toward establishing its own 503A compounding facility. The Company sells products through five established revenue channels: direct-to-consumer (website), TPrime365 subscription program, Amazon, B2B wholesale (TWC), and strategic partnerships (including the Dwayne Deal).

Three Core Value Drivers

1. Testosterone/Hormonal Optimization (NHTO)

Flagship product: TPrime365 (MODS Max Gold) — a 4-in-1 sublingual testosterone optimizer containing Enclomiphene (25mg), Spermidine (10mg), Boron (10mg), and Vitamin C (10mg)

Non-injectable sublingual delivery via MODS Max process

Up to 600% testosterone increase documented in 24 weeks

5,000+ patient-uses with zero serious adverse events

Licensed physician consultation included via HappyMD partnership

TRT Market: $2.1B (2026), projected $2.6B by 2031

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2. NAD+ / Cellular Health

Patent-pending NAD+ restoration approach achieving 60–90% bioavailability vs. 10–20% conventional oral

Product lines: NAD+PQQ Boost, UCOS (Ultimate Cellular Optimization System), Triple

Power Methylene Blue, Renew365, MitoBoost Ultra, NeuroPro Plus, NeuroPro Memory, Brain Fog Support, ADHD 365, Metabolism+

Standard Packs: Chronic Fatigue Fighter, Concussion Recovery Support, Focus & Attention, Longevity & Vitality, Memory & Longevity, Mood Support, Premium Energy, Women’s Health

Immune health products: Be-OnGuard Nasal Spray, Mouth Spray

Comparables: NAGE (ChromaDex) at $390–$812M market cap with ~90 patents

NAD+ Market: $5.6B (2025), projected $11.7B by 2030

3. Platform Licensing / Peptide Delivery

MODS Max enables oral delivery of peptides previously requiring injection (BPC-157, GHK Cu, TB-500, Thymosin Alpha-1, AOD-9604, CJC-1295, and others)

503A pharmacy partner pathway and 505(b)(2) regulatory strategy, with BHIC working toward establishing its own 503A facility

30+ proprietary MODS Max formulations in pipeline

FDA Peptide Reclassification Catalyst (February 27, 2026): On February 27, 2026, HHS Secretary Robert F. Kennedy Jr. announced on The Joe Rogan Experience that approximately 14 of the 19 peptides placed on the FDA’s Category 2 restricted list in late 2023 will be moved back to Category 1. As of April 2026, the FDA is expected to formally implement this reclassification imminently, per Reuters and the New York Times. Category 1 status would allow licensed 503A compounding pharmacies to legally prepare these peptides under valid physician prescriptions. This directly expands BHIC’s addressable market through its 503A compounding facility and MODS Max oral delivery platform.

4. Peptides Expected to Return to Category 1

BPC-157 — Tissue repair, gut health

Thymosin Alpha-1 (Tα1) — Immune modulation

AOD-9604 — Fat metabolism

GHK-Cu — Skin regeneration, wound healing

CJC-1295 — Growth hormone signaling

Ipamorelin — Growth hormone stimulation

TB-500 / Thymosin Beta-4 Fragment (LKKTETQ) — Tissue regeneration

Selank Acetate (TP-7) — Cognitive enhancement, anti-anxiety

Semax — Neuroprotection

KPV — Anti-inflammatory

MOTS-C — Metabolic regulation

Melanotan II — Skin pigmentation

PEG-MGF — Muscle repair

DSIP (Emideltide) — Sleep regulation

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5. Why This Is Material for BHIC

BHIC’s MODS Max process converts injection-only peptides to oral delivery — the reclassification creates immediate commercial opportunity for oral peptide products that were previously illegal to compound

BHIC’s established 503A pharmacy relationships position the Company to compound these peptides immediately upon reclassification, and BHIC’s planned proprietary 503A facility will provide additional in-house compounding capability

BHIC’s GLOW Recover Peptide product (containing GHK-Cu, BPC-157, and TB-500) is directly aligned with compounds expected to return to Category 1

30+ MODS Max formulations in pipeline can target these newly accessible compounds

First-mover advantage: BHIC’s oral delivery capability provides differentiation vs. injection-only competitors

The reclassification expands the total addressable peptide wellness and therapeutic market, which intersects with the GLP-1 market projected at $130B by 2030

Important caveat: Category 1 reclassification does not constitute FDA approval; peptides remain o-label therapeutics requiring physician prescription and supervision; formal rulemaking by the FDA has not yet been published as of April 2026

GLOW Recover Peptide: Contains 150mg GHK-Cu, 10mg BPC-157, 10mg TB-500

Comparable transactions: Merck paid $493M for Cyprumed (oral peptide delivery); L’Catterton acquired Thorne for $680M

GLP-1 Market: $130B by 203

6. Shipping and Fulfillment Operations

Best 365 Labs fulfills substantially all customer and wholesale orders directly from its Bluffdale, Utah facility, where the Company maintains in-house control over inventory management, order processing, packaging, and outbound logistics. The only exception is compounded preparations produced through the Company’s 503A pharmacy partners, which are dispensed and shipped directly from those licensed partner pharmacies in accordance with applicable state and federal regulations governing patient-specific compounded products. All other Best 365 Labs products ship from the Bluffdale location. By operating fulfillment internally rather than outsourcing to third-party logistics providers, the Company is able to enforce consistent quality assurance standards, protect product integrity through proper handling and storage conditions, and maintain real-time visibility into inventory levels and shipment status. Orders are typically processed and shipped within one to two business days of receipt, with tracking information provided to customers upon dispatch. The Bluffdale facility ships nationwide via established carrier partnerships, and the Company continually evaluates carrier performance, packaging materials, and routing to optimize transit times and minimize damage in transit. Management believes that direct-from-facility fulfillment is a meaningful component of the customer experience and a competitive differentiator. Taking pride in every order shipped, the Company’s fulfillment team is committed to ensuring that each consumer and wholesale partner receives accurate, properly packaged, and timely shipments, reinforcing brand trust and supporting customer retention. The Company expects to continue investing in fulfillment infrastructure, staffing, and process improvements at the Bluffdale location as order volume scales.

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Strategic Acquisitions:

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

Leadership & Governance Enhancements

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

OFF-BALANCE SHEET ARRANGEMENTS

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

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not required.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

As of March 31, 2026 (the “Evaluation Date”), the Company’s management evaluated, with participation of its principal executive officer, the effectiveness of the Company’s disclosure controls and procedures, as defined in Rules 13a-15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based on that evaluation, the Company’s principal executive officer concluded that the Company’s disclosure controls and procedures were ineffective as of March 31, 2026.

Management assessed the effectiveness of its internal control over financial reporting as of the Evaluation Date based on criteria for effective internal control over financial reporting described in Internal Control—Integrated Framework issued in 2013 by the Committee of Sponsoring Organizations of the Treadway Commission. The material weaknesses identified during management’s assessment were (i) a lack of sufficient internal accounting resources; (ii) a lack of segregation of duties to ensure adequate review of financial statement preparation, (iii) lack of an independent board of directors or audit committee, and (iv) lack of written documentation of our internal control policies and procedures. In light of these material weaknesses, management has concluded that we did not maintain effective internal control over financial reporting at the Evaluation Date. We plan to rectify these weaknesses by establishing written policies and procedures for our internal control of financial reporting and hiring additional accounting personnel at such time as we raise sufficient capital to do so. There were no changes in controls during the quarter ended March 31, 2026.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

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

Item 1A. Cybersecurity

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

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

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

During the three months ended March 31, 2026, the Company issued 437,067 shares in common stock for cash proceeds of $437,067.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Not applicable.

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Item 6. Exhibits

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

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

3.2	Bylaws	S-1	11/4/2019	3.2

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

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

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

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

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

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

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

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

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

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

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

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SIGNATURES

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

	BioScience Health Innovations Inc.

Dated: May 11, 2026	By:	/s/ Darren Lopez
		Darren Lopez
		Chief Executive Officer
		(Principal Executive Officer)

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

Name	Title	Date

/s/ Darren Lopez	Principal Executive Officer and Director	May 11, 2026
Darren Lopez

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BioScience Health Innovations, Inc. 10-Q