Post-Qualification Amendment No. 3

File No. 024-11898

EXPLANATORY NOTE

The sole purpose of this Post-Qualification Amendment No. 3 is to amend the exhibit index and to submit Exhibit 12.1, to correct certain scrivener’s errors that were included in Exhibit 12.1 to Post-Qualification Amendment No. 2. Accordingly, this Post-Qualification Amendment No. 3 consists only of Part I, this Explanatory Note, Part III of the Offering Statement, the Signature Page to the Offering Statement, the exhibit index and the filed exhibit. No changes are being made to the Offering Circular and, therefore, the Offering Circular has been omitted from this filing.

1

PART III - EXHIBITS

Index to Exhibits

Exhibit No.		Exhibit Description
2.1+		Articles of Incorporation (Nevada)
2.2+		Articles of Conversion (Nevada)
2.3+		Articles of Incorporation (Florida)
4.1+		Form of Regulation A Subscription Agreement
6.1+		Purchase agreement with Health Box, LLC
11.2		Consent of Newlan Law Firm, PLLC (included in Exhibit 12.1)
12.1*		Opinion of Newlan Law Firm, PLLC as to legality of the offering

 _______________ 

* Filed herewith.

+ Filed previously

2

SIGNATURES

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this offering statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Henderson, Nevada, on February 17, 2023.

	BIOLIFE SCIENCES, INC.
	By:	/s/ Justin De Four
		Justin De Four
		Chairman, CEO and Director

This Offering Statement has been signed by the following person in the capacity and on the dates indicated.

Signature		Title		Date
/s/ Brian Morales		Director		February 17, 2023
/s/ Nika Jaksic		Director		February 17, 2023
/s/ Justin De Four		Chairman, CEO and Director		February 17, 2023

3

EXHIBIT 12.1

NEWLAN LAW FIRM, PLLC

2201 Long Prairie Road – Suite 107-762

Flower Mound, Texas 75022

940-367-6154

February 17, 2023

BioLife Sciences, Inc.

2831 St. Rose Parkway

#200

Henderson, Nevada 89052

Gentlemen:

We have been requested by BioLife Sciences, Inc., a Florida corporation (the “Company”), to furnish you with our opinion as to the matters hereinafter set forth in connection with its offering statement on Form 1-A, including Post-Qualification Amendment No. 2 thereto (collectively, the “Offering Statement”), relating to the qualification of shares of the Company’s $.001 par value common stock (the “Common Stock”) under Regulation A promulgated under the Securities Act of 1933, as amended. Specifically, this opinion relates to 6,400,000,000 shares of the Company’s Common Stock (the “Shares”) to be offered by the Company.

In connection with this opinion, we have examined the Offering Statement, the Company’s Articles of Incorporation and Bylaws (each as amended to date), copies of the records of corporate proceedings of the Company and such other documents as we have deemed necessary to enable us to render the opinion hereinafter expressed.

For purposes of this opinion, we have assumed the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals of all documents submitted to us as copies. We have also assumed the legal capacity of all natural persons, the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered, the authority of such persons signing on behalf of the parties thereto other than the Company and the due authorization, execution and delivery of all documents by the parties thereto other than the Company. We have not independently established or verified any facts relevant to the opinions expressed herein, but have relied upon statements and representations of officers and other representatives of the Company and others.

Based upon and subject to the foregoing qualifications, assumptions and limitations and the further limitations set forth below, we are of the opinion that the 6,400,000,000 Shares being offered by the Company will, when issued in accordance with the terms set forth in the Offering Statement, be legally issued, fully paid and non-assessable shares of Common Stock of the Company.

Our opinions expressed above are subject to the qualification that we express no opinion as to the applicability of, compliance with, or effect of any laws except the Florida Statutes (including the statutory provisions and reported judicial decisions interpreting the foregoing).

We hereby consent to the use of this opinion as an exhibit to the Offering Statement and to the reference to our name under the caption “Legal Matters” in the Offering Statement and in the offering circular included in the Offering Statement. We confirm that, as of the date hereof, we own no shares of the Company’s common stock, nor any other securities of the Company.