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

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, 2024 under "Item 1A. - Risk Factors." We undertake no obligation to publicly update or revise any forward-looking statements, whether as the result of new information, future events or otherwise.

Recent Developments

Corporate Name Change

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

Change in Authorized Common Stock

On September 10, 2025, the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Formation to Amendment the Article of Incorporation with the Secretary of State of Nevada to amend the authorized voting common shares from 75,000,000 to 250,000,000 with an effective date of September 10, 2025. The name change was approved by the Company's Board of Directors.

Common Stock Reverse Split (1:4)

On September 10, 2025, the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Formation with the Secretary of State of Nevada to affect a reverse split of its voting common stock on the basis of one (1) Common share for each 4 (four) Common shares outstanding. Fractional shares will not be issued. Any fractional shares will be rounded upward to the next whole share. The reverse split was approved by the Company's Board of Directors.

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.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Management's discussion and analysis and results of operations are based upon our accompanying financial statements for the three and nine months ended September 30, 2025, which have been prepared in conformity with U.S. generally accepted accounting principles, or U.S. GAAP, and which requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. Note 3. Summary of Significant Accounting Policies, to the financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q, describes the significant accounting policies and methods used in the preparation of the Company's financial statements. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances. These estimates are the basis for our judgments about the carrying values of assets and liabilities, which in turn may impact our reported revenue and expenses. Our actual results could differ significantly from these estimates under different assumptions or conditions.

Results Of Operations

THREE MONTHS ENDED SEPTEMBER 30, 2025 COMPARED TO SEPTEMBER 30, 2024

Our net loss for the three months ended September 30, 2025 was $8,782 compared to net income of $56,202 during the three months ended September 30, 2024. The Company has generated revenue of $1,131,427 and $572,973 during the three months ended September 30, 2025 and 2024, respectively. The increase in revenue over time is due to Company growth and increased sales and marketing efforts, which also explains the change from period to period. Expenses incurred were general administrative expenses of $576,656 and consulting expenses of $130,357 during the three months ended September 30, 2025, compared to $345,288 and $23,250 during the three months ended September 30, 2024 and was due to the overall growth of the Company and its operations in conjunction with its increase in revenues.

NINE MONTHS ENDED SEPTEMBER 30, 2025 COMPARED TO SEPTEMBER 30, 2024

Our net income for the nine months ended September 30, 2025 was $875,720, compared to a net income $77,043 during the nine months ended September 30, 2024. The Company has generated revenue of $4,115,960 and $1,234,744 during the nine months ended September 30, 2025 and 2024, respectively. The increase in net income was due to an increase in sales and marketing efforts. Operating expenses were $1,793,134 during the nine months ended September 30, 2025, compared to $892,836 during the nine months ended September 30, 2024. The increase in operating expenses was due to overall growth of the Company and its operations in conjunction with our increase in revenues.

LIQUIDITY AND CAPITAL RESOURCES

As of September 30, 2025, our total assets were $2,067,100 consisting of cash, accounts receivable, inventory, prepaid expenses, and intangible assets.

Cash Flows from Operating Activities

We have generated positive cash flows from operating activities. For the nine months ended September 30, 2025, net cash flows provided in operating activities was $272,874, consisting of our net income of $875,720 offset by changes in operating activities of $602,846. For the nine months ended September 30, 2024, net cash flows used in operating activities was $73,493, consisting of our net income of $77,043 offset by changes in operating activities of $3,550.

Cash Flows from Investing Activities

For the nine months ended September 30, 2025, we had net cash used in investing activities of $46,064 in connection with the purchase of intangible assets. For the nine months ended September 30, 2024, we had net cash used in investing activities of $7,037 in connection with the purchase of intangible assets.

Cash Flows from Financing Activities

For the nine months ended September 30, 2025, net cash flows provided by financing activities was $250,096, consisting of $2,422,096 in advances from related parties and offset by repayments to related parties of $2,172,000. For the nine months ended September 30, 2024, net cash flows provided by financing activities was $247,526, consisting of, advances from related parties of $692,746, and $300,000 of cash acquired for selling common stock, offset by repayments to related parties of $745,220.

PLAN OF OPERATION AND FUNDING

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

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

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

For the Quarterly Period Ended September 30, 2025

During the third quarter of 2025, BioScience Health Innovations Inc. continued its transformation and growth initiatives to position the company as a leading innovator in therapeutic delivery, health optimization, and specialty pharmacy markets. Key updates and business developments for the period include:

Corporate Rebranding and Structure

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We have changed our corporate name from Nowtransit to BioScience Health Innovations Inc. and our trading symbol from "NT" to "BHIC". This rebranding reflects our clear commitment and strategic focus on advanced health science innovations and our proprietary delivery systems.

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

Intellectual Property and Brand Development

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We have secured the domain name www.MODSMAX.com to establish a dedicated digital presence for our flagship technology platform, enhancing our direct-to-consumer marketing capabilities and brand recognition.

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The company has applied for a MODS Max trademark to protect our proprietary Mineral Oxide Delivery System brand, reinforcing our intellectual property portfolio and competitive positioning in the advanced delivery systems market.

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Our Best 365 Labs trademark has been published, further strengthening our portfolio of protected brand assets and establishing clear market differentiation.

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We have six patents pending covering our core delivery technologies, including our patent-pending MODS Max (Mineral Oxide Delivery System) platform, which creates 5-10 years of market exclusivity. These patents protect our mineral oxychloride technology that generates controlled reactive oxygen species for enhanced bioavailability and antimicrobial activity.

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

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The company's patent-pending methylene blue stabilization technology is being put through additional stability studies for potency retention\ compared to standard formulations that have been reported to lose 50% potency within 3 days, representing a significant technological advancement.

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Our patent-pending sublingual delivery technology shows potential for improved bioavailability compared to standard capsules and could qualify for FDA 505(b)(2) pathway classification as a "new dosage form," which could provide regulatory advantages and competitive differentiation. The company has started additional stability studies to further validate the technology platform and support regulatory submissions.

MODS Max Technology Platform and Market Opportunity

Technology Mechanisms and Advantages

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

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

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

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

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

Market Positioning and Opportunities

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

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

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

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

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

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

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

Clinical Validation and Early Adopter Success

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

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

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

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

Strategic Partnerships & Expansion

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We are actively pursuing strategic partnerships and market opportunities aligned with MODS Max, our patent-pending Mineral Oxide Delivery System. MODS Max has attracted strong interest from potential partners in both the supplement/pharmaceutical sector and clinical compounding pharmacy channels, signaling validation of our technology platform.

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Our technology creates exceptional revenue opportunities for 503A compounding pharmacies, with projected market growth from $4.47B in 2024 to $8.08B by 2034 (6.1% CAGR) and 503B pharmacies growing from $1.25B to $2.42B (7.6% CAGR). Conservative financial projections demonstrate that a 50-location pharmacy chain could generate $2.4 million annual revenue with $840,000 gross profit using our formulations.

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To further our international growth, we have begun the needed steps for registration of key products in Dubai, opening opportunities for entry into the Middle Eastern health and wellness markets and new distribution and licensing partnerships.

Operational Execution & Market Positioning

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

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The company has retained and is working on launching an upgraded best365labs.com retail and wholesale website, targeting an August 2025 launch with integrated NetSuite platform for accounting. This enhanced e-commerce infrastructure will streamline our operations, improve customer experience, and provide robust financial management capabilities to support our expanding product portfolio and wholesale distribution channels.

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

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Our team is also evaluating additional global registration and commercialization pathways to advance commercial readiness for MODS Max and proprietary product lines.

Financial Performance and Growth Metrics

During Q2 2025, the company demonstrated strong operational performance with:

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Revenue Growth: Continued expansion of our direct-to-consumer channels with enhanced MODS Max-powered product lines

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

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

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Strategic Validation: Co-branded product offerings with DaVinci Medical/10X Health and The Wellness Company (TWC) leverage their established audiences and protocols to enhance mitochondrial health education and market reach

Risk Management and Regulatory Compliance

The company maintains robust risk management practices while pursuing growth opportunities:

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

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Patent Protection: Six pending patents create 5-10 years of market exclusivity for our oral delivery and catalytic blend technologies

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

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Quality Assurance: Our formulations maintain stability and potency through advanced stabilization technologies and rigorous quality control processes

Outlook

Management remains committed to innovation-led growth, capital structure optimization, and regulatory progress. These actions are designed to position BioScience Health Innovations for sustainable long-term expansion in both US and global markets, while advancing our mission to deliver next-generation therapies and high-value partnership opportunities powered by MODS Max technology.

The strengthening of our intellectual property portfolio through multiple patent applications, trademark protections, and domain acquisition, combined with our enhanced digital infrastructure, integrated accounting systems, and comprehensive executive liability insurance coverage, creates significant competitive moats and positions us for enhanced brand protection, premium pricing capabilities, and accelerated market expansion across our target therapeutic areas.

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

With MODS Max addressing multiple billion-dollar healthcare markets and demonstrating exceptional clinical validation across diverse patient populations, we are well-positioned to capture significant market share while delivering transformative health outcomes. The technology's versatility as a universal delivery platform enables endless product innovation opportunities while creating sustainable competitive advantages through patent protection and regulatory positioning.

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

OFF-BALANCE SHEET ARRANGEMENTS

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

Going Concern

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

As reflected in the condensed consolidated financial statements, the Company has generated revenues resulting in a net income during the nine months ended September 30, 2025 resulting in accumulated earnings of $534,637 and is showing total assets in excess of total liabilities as of September 30, 2025. However, in the past the Company has reported losses and cash used in operating activities, and has relied on advances from related parties and proceeds from the sale of stock, therefore has not yet developed a proven track record of profitability. These factors raise substantial doubt about the Company's ability to continue as a going concern.

The Company is engaged in full-scale operations as a distributor and generates revenue; however, the Company's cash position may not be sufficient to support the Company's daily operations long-term. 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.