Bioscience Neutraceuticals (DEVV) 10-Q 2019 Q2 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One) 

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended June 30, 2019

or

¨	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from _________ to _________

 

Commission File Number 001-36604

BIOSCIENCE NEUTRACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

Nevada	46-0745348
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

500 North Michigan Avenue #600, Chicago IL	60611
(Address of principal executive offices)	(Zip Code)

773-263-8132

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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.
	x	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).
	x	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 the definitions 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	x
		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 is a shell company (as defined in Rule 12b-2 of the Exchange Act)
	¨	YES	x	NO

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.
	¨	YES	¨	NO
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
8,042,516 common shares issued and outstanding as of July 24, 2019.

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION		3
Item 1.	Financial Statements	3
Item 2.	Management's Discussion and Analysis of Financial Condition or Plan of Operation	11
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	14
Item 4.	Controls and Procedures	14
PART II - OTHER INFORMATION		16
Item 1.	Legal Proceedings	16
Item 1A.	Risk Factors	16
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	16
Item 3.	Defaults Upon Senior Securities	16
Item 4.	Mine Safety Disclosures	16
Item 5.	Other Information	16
Item 6.	Exhibits	17
SIGNATURES		18

2

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

BIOSCIENCE NEUTRACEUTICALS, INC.

BALANCE SHEETS

(Unaudited)

	June 30,			December 31,
	2019			2018
ASSETS
Current Assets
Prepaid expense	$	-		$	6,000
Total Current Assets		-			6,000
Total Assets	$	-		$	6,000
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable and accrued liabilities	$	1,550		$	7,066
Accrued interest		41,149			29,747
Due to related parties		128,785			100,172
Convertible notes		14,878			22,878
Notes payable		27,500			27,500
Total Current Liabilities		213,862			187,363
Long-term note payable		3,957			3,957
Total Liabilities		217,819			191,320
STOCKHOLDERS' DEFICIT
Preferred Stock, par value $0.0001, 50,000,000 shares authorized, 0 shares issued and outstanding, respectively		-			-
Common Stock, par value $0.0001, 100,000,000 shares authorized, 8,042,516 and 242,516 shares issued and outstanding, respectively		804			24
Additional paid-in capital		562,055			132,923
Accumulated deficit		(780,678	)		(318,267	)
Total Stockholders' Deficit		(217,819	)		(185,320	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	-		$	6,000

The accompanying notes are an integral part of these financial statements.

 

3

BIOSCIENCE NEUTRACEUTICALS, INC.

STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2019			2018			2019			2018
Revenue	$	-		$	-		$	-		$	-
Operating Expenses
General and administration		-			-			382			-
Professional		10,090			18,519			28,715			20,007
Stock based compensation		-						421,912			-
Total operating expenses		10,090			18,519			451,009			20,007
Net loss from operations		(10,090	)		(18,519	)		(451,009	)		(20,007	)
Other expense
Interest expense		(5,224	)		(6,363	)		(11,402	)		(12,095	)
Total other expense		(5,224	)		(6,363	)		(11,402	)		(12,095	)
Net loss before taxes		(15,314	)		(24,882	)		(462,411	)		(32,102	)
Provision for income taxes					-			-			-
Loss from Continuing Operations		(15,314	)		(24,882	)		(462,411	)		(32,102	)
Discontinued operations
Loss from discontinued operations		-			(1,736	)		-			(6,648	)
Loss from Discontinued Operations, Net of Tax Benefits		-			(1,736	)		-			(6,648	)
Net loss	$	(15,314	)	$	(26,618	)	$	(462,411	)	$	(38,750	)
Net Loss Per Common Share – Basic and Diluted	$	(0.00	)	$	(0.00	)	$	(0.10	)	$	(0.16	)
Weighted Average Common Shares Outstanding		8,042,516			9,680,435			4,648,011			242,500

The accompanying notes are an integral part of these financial statements.

4

 

BIOSCIENCE NEUTRACEUTICALS, INC.

STATEMENTS OF STOCKHOLDERS’ EQUITY

FOR THE THREE AND SIX MONTH PERIODS ENDED JUNE 30, 2019 AND 2018

(Unaudited)

									Additional
	Preferred Stock				Common stock				Paid-in		Accumulated
	Shares		Amount		Shares		Amount		Capital		Deficit			Total
Balance, December 31, 2018		-	$	-		242,516	$	24	$	132,923	$	(318,267	)	$	(185,320	)
Common stock issued for service		-		-		7,000,000		700		421,212		-			421,912
Common stock issued for conversion of debt		-		-		800,000		80		7,920		-			8,000
Net loss for the period		-		-		-		-		-		(447,097	)		(447,097	)
Balance, March 31, 2019		-	$	-		8,042,516	$	804	$	562,055	$	(765,364	)	$	(202,505	)
Net loss for the period		-		-		-		-		-		(15,314	)		(15,314	)
Balance, June 30, 2019		-	$	-		8,042,516	$	804	$	562,055	$	(780,678	)	$	(217,819	)

									Additional
	Preferred Stock				Common stock				Paid-in		Accumulated
	Shares		Amount		Shares		Amount		Capital		Deficit			Total
Balance, December 31, 2017		-	$	-		9,700,000	$	970	$	114,215	$	(244,729	)	$	(129,544	)
Net loss for the period		-		-		-		-		-		(12,132	)		(12,132	)
Balance, March 31, 2018		-	$	-		9,700,000	$	970	$	114,215	$	(256,861	)	$	(141,676	)
Net loss for the period		-		-		-		-		-		(26,618	)		(26,618	)
Balance, June 30, 2018		-	$	-		9,700,000	$	970	$	114,215	$	(283,479	)	$	(168,294	)

The accompanying notes are an integral part of these financial statements.

5

BIOSCIENCE NEUTRACEUTICALS, INC.

STATEMENTS OF CASH FLOWS

(Unaudited)

	Six Months Ended
	June 30,
	2019			2018
Cash Flows from Operating Activities:
Net loss from Continued Operations	$	(462,411	)	$	(32,102	)
Net loss from Discontinued Operations		-			(6,648	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock based compensation		421,912			-
Changes in operating assets and liabilities:
Inventory		-			(1,715	)
Prepaid expense		6,000			-
Accounts payable and accrued liabilities		(5,516	)		(2,000	)
Accrued interest		11,402			12,095
Net Cash Used in Operating Activities		(28,613	)		(30,370	)
Cash Flows from Financing Activities:
Loan from related parties		28,613			28,669
Proceeds from notes payable		-			3,957
Net Cash Provided by Financing Activities		28,613			32,626
Net Change in Cash and Cash Equivalents		-			2,256
Cash and Cash Equivalents, beginning of period		-			1,488
Cash and Cash Equivalents, end of period	$	-		$	3,744
Supplemental Disclosure Information:
Cash paid for interest	$	-		$	-
Cash paid for taxes	$	-		$	-
Non Cash Investing and Financing Activities
Common stock issued for conversion of debt	$	8,000		$	-

The accompanying notes are an integral part of these financial statements.

6

BIOSCIENCE NEUTRACEUTICALS, INC.

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

JUNE 30, 2019

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

Organization, Nature of Business and Trade Name

Bioscience Neutraceuticals, Inc. (the Company) was incorporated in the State of Nevada on June 15, 2010 under the name JobLocationMap Inc. The Company is located at 500 North Michigan Avenue #600, Chicago, Illinois.

The Company’s activities are subject to significant risks and uncertainties including failing to secure additional funding to operationalize the Company’s future operations. The Company is currently evaluating and reviewing the future course of business.

Disposal of business

On October 1, 2018, the Company disposed of its previous online application business. The change of the business qualified as a discontinued operation of the Company and accordingly, the Company has excluded results of the operations from its Statements of Operations to present this business in discontinued operations.

Reverse Stock Split

On January 18, 2019, a majority of our shareholders approved a reverse stock split on a basis of 40 old shares for one (1) new share of our issued and outstanding common stock. The reverse split has been reviewed by the Financial Industry Regulatory Authority and has been approved for filing with an effective date of February 7, 2019. All share and per share information in these financial statements retroactively reflect this stock distribution.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation 

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions for Form 10-Q and Article 210 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. All such adjustments are of a normal recurring nature. Operating results for the six months ended June 30, 2019, are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2019. For further information, refer to the financial statements and footnotes thereto included in the Corporation’s filed Form 10-K for the year ended December 31, 2018.

Reclassifications

Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation. These reclassifications had no effect on reported net (loss).

Use of Estimates

The preparation of financial statements in accounting principles generally accepted in the United States of America 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 of the financial statements and the reported amounts of revenues and expenses during the reporting period. A change in managements’ estimates or assumptions could have a material impact on Bioscience Neutraceuticals, Inc.’s financial condition and results of operations during the period in which such changes occurred. Actual results could differ from those estimates. Bioscience Neutraceuticals, Inc.’s financial statements reflect all adjustments that management believes are necessary for the fair presentation of their financial condition and results of operations for the periods presented.

7

NOTE 3 – GOING CONCERN

The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company does not have an established source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern.

Under the going concern assumption, an entity is ordinarily viewed as continuing in business for the foreseeable future with neither the intention nor the necessity of liquidation, ceasing trading, or seeking protection from creditors pursuant to laws or regulations. Accordingly, assets and liabilities are recorded on the basis that the entity will be able to realize its assets and discharge its liabilities in the normal course of business.

During the next year, the Company’s foreseeable cash requirements will relate to continual development of the operations of its business, maintaining its good standing and making the requisite filings with the Securities and Exchange Commission, and the payment of expenses associated with research and development. The Company may experience a cash shortfall and be required to raise additional capital.

Historically, it has mostly relied upon internally generated funds and funds from the sale of shares of stock to finance its operations and growth. Management may raise additional capital through future public or private offerings of the Company’s stock or through loans from private investors, although there can be no assurance that it will be able to obtain such financing. The Company’s failure to do so could have a material and adverse effect upon it and its shareholders.

In the past year, the Company funded operations by using cash proceeds received through the issuance of common stock and loan from related party. For the coming year, the Company plans to continue to fund the Company through debt and securities sales and issuances until the company generates enough revenues through the operations as stated above.

NOTE 4 – NOTE PAYABLE

On June 9, 2017, the Company issued note payable of $7,500 to a third party. The note is a 40 % interest bearing promissory note that is payable on demand.

On August 14, 2017, the Company issued note payable of $20,000 to a third party. The note is a 40 % interest bearing promissory note that is payable on demand.

On March 31, 2018, the Company issued note payable of $3,957 to a third party. The note is a 57% interest bearing promissory note that is payable on March 31, 2023.

As of June 30, 2019, and December 31, 2018, the Company owed notes payable of $27,500 and $27,500, Long-term note payable of $3,957 and $3,957 and accrued interest of $24,030 and $17,457, respectively. During the six months ended June 30, 2019 and 2018, the Company recognized interest expense of $6,573 and $6,017, respectively.

8

NOTE 5 – CONVERTIBLE NOTE PAYABLE

On December 31, 2017, the Company issued a convertible note of $4,875 with a conversion price of $0.01. The convertible note is unsecured, bears interest at 57% per annum, has no maturity date and due on demand. The Company recorded a discount on the convertible note due to a beneficial conversion feature of $4,875 and amortized $4,875 for the year ended December 31, 2017. During the six months ended June 30, 2019, the convertible note of $4,000 was converted into 400,000 shares of common stock.

On December 31, 2017, the Company issued a convertible note of $6,803 with a conversion price of $0.01. The convertible note is unsecured, bears interest at 57% per annum, has no maturity date and due on demand. The Company recorded a discount on the convertible note due to a beneficial conversion feature of $6,803 and amortized $6,803 for the year ended December 31, 2017. During the six months ended June 30, 2019, the convertible note of $4,000 was converted into 400,000 shares of common stock.

On December 31, 2017, the Company issued a convertible note of $11,200 with a conversion price of $0.005. The convertible note is unsecured, bears interest at 50% per annum, has no maturity date and due on demand. The Company recorded a discount on the convertible note due to a beneficial conversion feature of $11,200 and amortized $11,200 for the year ended December 31, 2017.

As of June 30, 2019, and December 31, 2018, the Company owed convertible notes payable of $14,878 and $22,878 and accrued interest of $17,118 and $12,290, respectively. During the six months ended June 30, 2019 and 2018, the Company recognized interest expense of $4,829 and $6,078, respectively.

NOTE 6 – EQUITY

The Company has authorized 100,000,000 shares of common stock with a par value of $0.0001 and 50,000,000 shares of preferred stock with a par value of $0.0001.

Preferred stock

As of June 30, 2019, and December 31, 2018, there was no shares issued and outstanding.

Common stock

During the six months ended June 30, 2019, the Company issued 7,800,000 shares of common stock as follows;

· 7,000,000 shares to our CEO for compensation

· 800,000 shares for conversion of debts of $8,000

8,042,516 and 242,516 shares of common stock were issued and outstanding as of June 30, 2019 and December 31, 2018.

9

NOTE 7 – RELATED TRANSACTIONS

Due to related parties

During the six months ended June 30, 2019 and 2018, the Company received loans from the Related Party Director of $28,613 and $28,669 to pay for operating expenses, respectively.

As of June 30, 2019 and December 31, 2018, related party loan payable outstanding is $128,785 and $100,172, respectively.

NOTE 8 – DISCONTINUED OPERATIONS

During the year ended December 31, 2018, the Company disposed of online map application business. The change of the business qualified as a discontinued operation of the Company and accordingly, the Company has excluded results of the operations from its Statements of Operations to present this business in discontinued operations.

The following table shows the results of operations which are included in the loss from discontinued operations:

	Three Months Ended					Six Months Ended
	June 30,					June 30,
	2019		2018			2019		2018
Revenue	$	-		2,183		$	-		4,470
Cost of goods		-		(1,644	)		-		(6,398	)
Gross profit		-		539			-		(1,928	)
General and administration		-		2,275			-		4,470
Professional		-		-			-		250
Operating loss		-		(1,736	)		-		(6,648	)
Income tax provision		-		-			-		-
Loss from discontinued operations, net of tax		-		(1,736	)		-		(6,648	)

NOTE 9 – SUBSEQUENT EVENTS

Management has evaluated potential subsequent events through the date the financial statements were issued. Based on our evaluation no events have occurred that require disclosure.

10

Item 2. Management's Discussion and Analysis of Financial Condition or Plan of Operation

FORWARD-LOOKING STATEMENTS

This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our unaudited financial statements are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report.

In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares in our capital stock.

As used in this quarterly report, the terms “we”, “us”, “our” and “our company” mean Bioscience Neutraceuticals, Inc., unless otherwise indicated.

General Overview

We were incorporated under the laws of the State of Nevada on June 15, 2010 under the name JobLocationMap Inc. Our principal business objective was developing and marketing an online map application, which has since been discontinued.

On July 10, 2017, we acquired all of the shares of Bio Health Products Inc. a Nevada corporation, in exchange for 200,000 shares of our common stock, whereby Bio Health Products became a wholly owned subsidiary of our company. Bio Health Products Inc. had previously acquired the assets of Essential Oils, a sole proprietorship. Bio Health Products Inc. was owned by Liang Chen, the CEO of our company.

With the acquisition of Bio Health Products (“BHP”) our company changed its focus to the sale of high end pure organic oils also called “Essential Oils”, which has since been discontinued.

On November 14, 2018, our board of directors approved an agreement and plan of merger to merge with our wholly-owned subsidiary, Bioscience Neutraceuticals, Inc. a Nevada corporation, to effect a name change from JobLocationMap, Inc. to Bioscience Neutraceuticals, Inc. Our company remained the surviving entity. Bioscience Neutraceuticals, Inc. was formed solely for the change of name. Articles of Merger to effect the merger and change of name were filed with the Nevada Secretary of State and the change of name was approved by the Financial Industry Regulatory Authority (FINRA) with an effective date of December 12, 2018.

Our address is 500 North Michigan Avenue, #600, Chicago, IL 60611. Our telephone number is (773) 236-8132. We do not have a corporate website.

We have not ever declared bankruptcy, been in receivership, or involved in any kind of legal proceeding.

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Our Current Business

The Company is currently evaluating and reviewing the future course of business and evaluating potential business opportunities in the health science sector.

Results of Operations

The following summary of our operations should be read in conjunction with our unaudited consolidated financial statements for the six months ended June 30, 2019 and 2018.

Three Months Ended June 30, 2019 Compared to Three Months Ended June 30, 2018

	Three Months Ended
	June 30,
	2019			2018			Change
Revenue	$	-		$	-		$	-
Operating Expenses
Professional fees		10,090			18,519			(8,429	)
Other expense		5,224			6,363			(1,139	)
Loss from continued operations		(15,314	)		(24,882	)		9,568
Loss from discontinued operations		-			(1,736	)		1,736
Net Loss	$	(15,314	)	$	(26,618	)	$	11,304

We recognized no revenues for the three months ended June 30, 2019 and 2018.

During the three months ended June 30, 2019, we incurred loss from continued operations of $15,314 compared to $24,882 for the three months ended June 30, 2018 due to the decrease in operating expenses. Our operating expenses for the three months ended June 30, 2019 were $10,090 compared to $18,519 for the same period in 2018. Operating expenses include professional fees with respect to the requirements for public reporting.

We recorded loss from discontinued operations of $0 and $1,736 for the three months ended June 30, 2019 and 2018, respectively.

We incurred a net loss of $15,314 and $26,618 for the three months ended June 30, 2019 and June 30, 2018, respectively.

Six Months Ended June 30, 2019 Compared to Six Months Ended June 30, 2018

	Six Months Ended
	June 30,
	2019			2018			Change
Revenue	$	-		$	-		$	-
Operating Expenses
General and administrative expenses		382			-			382
Professional fees		28,715			20,007			8,708
Stock based compensation		421,912			-			421,912
Other expense		11,402			12,095			(693	)
Loss from continued operations		(462,411	)		(32,102	)		(430,309	)
Loss from discontinued operations		-			(6,648	)		6,648
Net Loss	$	(462,411	)	$	(38,750	)	$	(423,661	)

We recognized no revenues for the six months ended June 30, 2019 and 2018

12

During the six months ended June 30, 2019, we incurred loss from continued operations of $462,411 compared to $32,102 for the six months ended June 30, 2018 due to the increase in operating expenses. Our operating expenses, for the six months ended June 30, 2019 were $451,009 compared to $20,007 for the same period in 2018. The increase in operating expenses was primarily as a result of stock-based compensation to our CEO.

We recorded loss from discontinued operations of $0 and $6,648 for the six months ended June 30, 2019 and 2018, respectively.

We incurred a net loss of $462,411 and $38,750 for the six months ended June 30, 2019 and June 30, 2018, respectively.

Liquidity and Capital Resources

Working Capital

	June 30,			December 31,
	2019			2018
Cash	$	-		$	-
Current Assets	$	-		$	6,000
Current Liabilities	$	213,862		$	187,363
Working Capital	$	(213,862	)	$	(181,363	)

Cash Flows

	Six Months Ended
	June 30,
	2019			2018
Cash Flows used in Operating Activities	$	(28,613	)	$	(30,370	)
Cash Flows from Investing Activities		-			-
Cash Flows from Financing Activities		28,613			32,626
Net Change in Cash During Period	$	-		$	2,256

As at June 30, 2019 our company’s cash balance was $0 and total assets were $0. As at December 31, 2018, our company’s cash balance was $0 and total assets were $6,000.

As at June 30, 2019, our company had total liabilities of $217,819, compared with total liabilities of $191,320 as at December 31, 2018.

As at June 30, 2019, our company had a working capital deficiency of $213,862 compared with a working capital deficiency of $181,363 as at December 31, 2018. The increase in working capital deficit was primarily due to a decrease in prepaid expense and an increase in accounts payable and accrued liabilities and due to related parties.

Cash Flow from Operating Activities

During the six months ended June 30, 2019, our company used $28,613 in cash from operating activities, compared to $30,370 cash used in operating activities during the six months ended June 30, 2018.

The cash used from operating activities for the six months ended June 30, 2019 was attributed to net loss from continued operations of $462,411, increased by a decrease in accounts payable and accrued liabilities of $5,516, and was offset by stock-based compensation of $421,912, a decrease in prepaid expense of $6,000 and an increase in accrued interest of $11,402.

13

The cash used from operating activities for the six months ended June 30, 2018 was attributed to net loss from continued operations of $32,102 and net loss from discontinued operations of $6,648, increased by an increase in inventory of $1,715 and a decrease in accounts payable and accrued liabilities of $2,000, and was offset by an increase in accrued interest of $12,095.

Cash Flow from Investing Activities

During the six months ended June 30, 2019 and 2018, our company did not have investing activities

Cash Flow from Financing Activities

During the six months ended June 30, 2019 our company received $28,613 from loan from related parties compared to $28,669 from loan from related parties and $3,957 from notes payable during the six months ended June 30, 2018.

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 that is material to stockholders.

Critical Accounting Policies

We prepare our interim financial statements in conformity with GAAP, which requires management to make certain estimates and apply judgments. We base our estimates and judgments on historical experience, current trends and other factors that management believes to be important at the time the financial statements are prepared. On a regular basis, we review our accounting policies and how they are applied and disclosed in our interim financial statements.

While we believe that the historical experience, current trends and other factors considered support the preparation of our interim financial statements in conformity with GAAP, actual results could differ from our estimates and such differences could be material.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 4. Controls and Procedures

Evaluation Of Disclosure Controls And Procedures

As required by Rule 13a-15/15d-15 under the Securities and Exchange Act of 1934,as amended (the "Exchange Act"), as of June 30, 2019, we have carried out an evaluation of the effectiveness of the design and operation of our Company's disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our Company's management, our Chief Executive Officer and Chief Financial Officer (our Principal Executive Officer and Principal Accounting Officer). Based upon the results of that evaluation, our management has concluded that, as of June 30, 2019, our Company's disclosure controls and procedures were effective and provide reasonable assurance that material information related to our Company required to be disclosed 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 that such information is accumulated and communicated to management to allow timely decisions on required disclosure.

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Management's Report On Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control system is designed to provide reasonable assurance to our management and board of directors regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that:

· Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

· Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles in the United States of America, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and

· Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements.

Management assessed the effectiveness of our internal control over financial reporting as of June 30, 2019. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in INTERNAL CONTROL -- INTEGRATED FRAMEWORK.

Our management concluded that, as of June 30, 2019, our internal control over financial reporting was not effective based on the criteria in INTERNAL CONTROL -- INTEGRATED FRAMEWORK issued by the COSO.

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

Changes In Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting identified in connection with the evaluation described above during the first quarter ended June 30, 2019 that has materially affected or is reasonably likely to materially affect our internal controls over financial reporting.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we may become involved in litigation relating to claims arising out of our operations in the normal course of business. We are not involved in any pending legal proceeding or litigation and, to the best of our knowledge, no governmental authority is contemplating any proceeding to which we are a party and which would reasonably be likely to have a material adverse effect on our company. To date, our company has never been involved in litigation, as either a party or a witness, nor has our company been involved in any legal proceedings commenced by any regulatory agency against our company.

Item 1A. Risk Factors

As a “smaller reporting company”, we are not required to provide the information required by this Item.

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

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

None.

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Item 6. Exhibits

Exhibit Number	Description
(31)	Rule 13a-14 (d)/15d-14d) Certifications
31.1*	Section 302 Certification by the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer
(32)	Section 1350 Certifications
32.1*	Section 906 Certification by the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer
101**	Interactive Data File
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

______ 

* Filed herewith.

** Furnished herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	BIOSCIENCE NEUTRACEUTICALS, INC.
	(Registrant)
Dated: August 12, 2019	/s/ Liang Chen
	Liang Chen
	Chief Executive Officer, Chief Financial Officer and Director
	(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

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