UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington,, D.C. 20549

Form 10-Q

(Mark One)

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

For the quarterly period ended September 30, 2016

or

o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from__________ to__________2022

Commission File Number 000-54949

BioAdaptives Inc.

(Exact name of registrant as specified in its charter)

 

BioAdaptives Inc.

(Exact name of registrant as specified in its charter)

1015 S. Cimarron Rd.,2620 Regatta Drive, Suite 102, Las Vegas, NV		8914589128
(Address (Address of principal executive offices)		(Zip (Zip Code)

(702) 659-8829

(Registrant’s telephone number, including area code)

(702) 560-1632N/A

(Registrant’s telephone number, including area code)

N/A

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

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 o ☒ Yes     ☐ NO

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). x YES o ☒ Yes     ☐ NO

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

Large accelerated filer	o☐	Accelerated filer	o☐
Non-acceleratedNon-Accelerated filer	¨ (Do not check if a smaller reporting company)☐	Smaller reporting companyCompany	x☒
Emerging Growth Company	☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) o ☐ 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. o YES o 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.

14,180,456160,487,511 common shares issued and outstanding as of   November 14, 20167, 2022.

FORM 10-Q

TABLE OF CONTENTS

	PART I - FINANCIAL INFORMATION	3
Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	10
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	16
Item 4.	Controls and Procedures	16
	PART II - OTHER INFORMATION	18
Item 1.	Legal Proceedings	18
Item 1A.	Risk Factors	18
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	18
Item 3.	Defaults Upon Senior Securities	18
Item 4.	Mine Safety Disclosures	18
Item 5.	Other Information	18
Item 6.	Exhibits	19
	SIGNATURES	20

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PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

BIOADAPTIVES, INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited)

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

BIOADAPTIVES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

The accompanying notes are an integral part of these unaudited consolidated financial statements

BIOADAPTIVES, INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT

(UNAUDITED)

BIOADAPTIVES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(Unaudited)For the Three and Nine months ended September 30, 2022

		Three Months Ended September 30,								Nine Months Ended September 30,
		2016				2015				2016				2015
Revenues		$	11,944			$	-			$	11,944			$	-
Cost of revenue			5,834				-				5,834				-
Gross Margin			6,110				-				6,110				-
Operating Expenses
Depreciation			132				132				395				396
General and administrative			29,951				34,145				130,543				142,477
Professional fees			2,340				5,863				15,614				35,894
Total Operating Expenses			32,423				40,140				146,552				178,767
Operating Loss			(26,313	)			(40,140	)			(140,442	)			(178,767	)
Other Expense
Interest - related party			-				-				-				(156	)
Total Other Expense			-				-				-				(156	)
Net Loss		$	(26,313	)		$	(40,140	)		$	(140,442	)		$	(178,923	)
Other Comprehensive Income (Loss), net of tax
Unrealized gain (loss) on marketable securities			53				(5,076	)			(1,956	)			(24,637	)
Other Comprehensive Income (Loss)			53				(5,076	)			(1,956	)			(24,637	)
Comprehensive Income (Loss)			(26,260	)			(45,216	)			(142,398	)			(203,560	)
Net Loss Per Common Share: Basic and Diluted		$	(0.00	)		$	(0.00	)		$	(0.01	)		$	(0.01	)
Weighted Average Number of Common Shares Outstanding: Basic and Diluted			14,180,456				12,736,436				13,943,348				12,723,246

For the Three and Nine months ended September 30, 2021

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

BIOADAPTIVES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)(UNAUDITED)

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

BIOADAPTIVES, INC.BioAdaptives, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Nine Months Ended September 30, 2016 

(Unaudited)(UNAUDITED)

1. DESCRIPTION OF BUSINESS AND HISTORY

Description of business –

BioAdaptives, Inc. (formerly known as APEX 8 Inc.) ("BioAdaptives", "Company"(“BioAdaptives” or the “Company”) was incorporated under the laws of the State ofin Delaware on April 19, 2013.2013, under the name Apex 8, Inc.  Shortly afterwards, the Company’s control person sold his interest; new owners appointed management and changed its name to BioAdaptives, is a research,Inc.  The Company acquired assets relating to the investigation, development and educational company. Ourmarketing of nutraceutical products; equipment designed to improve the bioavailability of nutrients in humans and animals; and licenses for specific products.

We commenced investigation of the role of various botanicals in primitive cell development and proliferation, including certain algae along with herbs used in Traditional Chinese Medicine and Ayurvedic Practice.  In the course of this investigation, BioAdaptives identified several potential human and animal products.  The Company terminated further work on the equipment and products licensed in its early stages to concentrate on these products, for both human and animals.

The Company’s current focus is onnutraceutical products that improve healthare natural plant- and wellness. These products includealgal-based dietary supplements specialty food items,for humans and proprietary methodsanimals developed with our knowledge of optimizing the bioelectromagnetic availability of foodsnatural foods. Our product lines include PluriCell®, PluriPain®, and beverages.PrimiLung™ for humans along with Equine All-in-One™ and a related Booster for horses.

OnOur human products are designed to aid memory, cognition and focus; assist in sleep and fatigue reduction; provide pain relief and healing; and improve overall emotional and physical wellness.  The science behind our products has proven to be effective for performance enhancement and pain relief for horses and dogs as well as providing improvements in appearance and we have developed products to utilize these advances.

The Company also markets the Lung Cleanser™ medical device, which is sold with our PrimiLung® product as part of a Lung Armor™ package.  Additionally, during this reporting period, the Company acquired patent rights to a method to embed oxygen in water and is developing commercial products based on this technology that will augment and complement our current product lines.

All of these products are sold under licensing and manufacturing agreements with third-parties and our current activities are reliant on marketing and distributing products developed and owned by others.

In February 2022, the Company acquired US Patent rights to a process that increases dissolved oxygen in water.  The process produces MorO2, ingestion of which is believed to increase diffusion of oxygen into muscle tissues.  The Company is developing a business plan to manufacture and market products based on the MorO2 technology.

The Company’s corporate office is located at 2620 Regatta Drive, Suite 102, Las Vegas, NV 89128, and it maintains fulfillment facilities at 4385 Cameron Street, Suite B, Las Vegas, NV 89103.

COVID-19

A novel strain of coronavirus (COVID-19) was first identified in December 2019, and subsequently declared a global pandemic by the World Health Organization on March 11, 2020. Additional strains of COVID-19 are currently in circulation, and the CDC has stated that the virus will continue to impact the US population.  As a result of the outbreak, many companies have experienced disruptions in their operations and in markets served. The Company has instituted some and may take additional temporary precautionary measures intended to help ensure the well-being of its employees and minimize business disruption. The Company considered the impact of COVID-19 on the assumptions and estimates used and determined that there were no material adverse impacts on the Company’s results of operations and financial position on September 11, 2013, BioAdaptives incorporated Blenders Choice Inc ("Blenders") in Nevada. Blenders30, 2022. The full extent of the future impacts of COVID-19 on the Company’s operations is uncertain. A prolonged outbreak could have a 100% owned subsidiarymaterial adverse impact on financial results and was created as a separate sales and marketing organization. BioAdaptives has elected to manage its sales through independent distributors and has suspendedbusiness operations of Blenders Choice.the Company, including the timing and ability of the Company to collect accounts receivable and the ability of the Company to continue to provide high quality services to its clients. The Company is not aware of any specific event or circumstance that would require an update to its estimates or judgments or a revision of the carrying value of its assets or liabilities as of the date of issuance of this Quarterly Report on Form 10-Q. These estimates may change, as new events occur, and additional information is obtained.

2. SUMMARY OF SIGNIFICANT POLICIES

On September 1, 2014, the Company entered into a License Agreement ("Agreement") with Ferris Holding, Inc. ("Ferris"). The Agreement gives the Company the right to use Ferris's proprietary processes and trade secrets, including its stem cell enhancement products. In consideration for these rights, the Company agrees to pay Ferris a feeBasis of 5% of the gross revenue for the products produced and sold by the Company or by way of sub-license pursuant to the rights granted under this Agreement. The initial term of the Agreement was twelve (12) months. The agreement is still current and an extension of the agreement has been verbally agreed upon by both parties.presentation

On September 1, 2014, the Company entered into a Sub-License Agreement ("Sub-License") with Essence International, Ltd. ("Essence"). The Sub-License gives Essence the right to use proprietary processes and trade secrets, including its stem cell enhancement products which were obtained by the Company in the Agreement with Ferris. In consideration for the Sub-License, Essence agreed to pay the Company a royalty of 10% of the gross revenue for the products produced and sold by Essence pursuant to the rights granted under this Sub-License. The initial term of the Agreement was twelve (12) months. The agreement is still current and an extension of the agreement has been verbally agreed upon by both parties.

Basis of presentation – The accompanying unaudited interim consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission and should be read in conjunction with the audited financial statements and notes thereto contained in the Company'sCompany’s most recent Annual Financial Statements filed with the SEC on Form 10-K.10K. In the opinion of management, all adjustments, consisting of normal recurring adjustments necessary for a fair presentation of financial position and the results of operations for the interim period presented, have been reflected herein. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year. Notes to the consolidated financial statements whichthat would substantially duplicate the disclosures contained in the audited consolidated financial statements for the most recent fiscal period, as reported in the Form 10-K,10K filed with SEC on March 31, 2022, have been omitted.

2. SUMMARY OF SIGNIFICANT POLICIESConsolidation

Investment Securities - EquityThe accompanying consolidated financial statements include the accounts of the Company and its 100% owned subsidiaries, Blenders Choice Inc and MORO2, Inc. All inter-company balances and transactions have been eliminated. The Company and its subsidiary will be collectively referred to herein as the “Company.”

Use of estimates

The preparation of consolidated financial statements in conformity with US GAAP requires the Company to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. These estimates and judgments are based on historical information, information that is currently available to the Company, and on various other assumptions that the Company believes to be reasonable under the circumstances. Actual results could differ from those estimates.

Earnings (loss) per share

Basic earnings (loss) per common share is computed by dividing net income (loss) available to common shareholders by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per common share is computed by dividing income available to common shareholders by the weighted-average number of shares of common stock outstanding during the period increased to include the number of additional shares of common stock that would have been outstanding if potentially dilutive securities are classified as available for salehad been issued. Diluted earnings per share excludes all dilutive potential shares if their effect is anti-dilutive.

Financial Instruments and are stated atFair Value Measurements

As defined in ASC 820” Fair Value Measurements,” fair value with unrealized gainsis the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and losses excluded from earnings and reported in other comprehensive income, net of tax. All available for sale securities are classified as current assets as they are available to support the Company's current operating needsrisks inherent in the next 12 months. Realized gains and lossesinputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The Company classifies fair value balances based on the saleobservability of investment securities are recognized at the settlement date using the specific identification method and are included in the statements of operations.

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In accordance with Accounting Standards Codification ("ASC") 320-10, "Investments-Debt and Equity Securities," the Company evaluates its securities portfolio for other-than-temporary impairment ("OTTI") throughout the year. Each investment that hasthose inputs. ASC 820 establishes a fair value less than the book value is reviewed on a quarterly basis by management. Management considers at a minimum the following factorshierarchy that both individually or in combination, could indicate that the decline is other-than-temporary: (a) the Company has the intent to sell the security; (b) it is more likely than not that it will be required to sell the security before recovery; and (c) the Company does not expect to recover the entire amortized cost basis of the security. Among the factors that are considered in determining intent is a review of capital adequacy, interest rate risk profile and liquidity at the Company. An impairment charge is recorded against individual securities if the review described above concludes that the decline in value is other-than-temporary.

Fair value of financial instruments – As required by the Fair Value Measurements and Disclosures Topic of FASB ASC 820-10 ("ASC 820-10"), fair value is measured based on a three-tier fair value hierarchy, which prioritizes the inputs used in measuringto measure fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs, other thanvalue. The hierarchy gives the quoted prices in active markets, that are observable either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which require the reporting entityhighest priority to develop its own assumptions.. The three levels of the fair value hierarchy are as follows:

Level 1	Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
Level 2	Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability;
Level 3	Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

Pursuant to ASC 825, Financial Instruments, the fair value of cash, marketable securities and stock based compensation is determined based on "Level 1" inputs, which consist ofunadjusted quoted prices in active markets for identical assets. The Company believes thatassets or liabilities (level 1 measurement) and the recorded values of cash, accounts receivables, accounts payable and accrued liabilities, and notes payable approximate their current fair values because of their nature and respective relatively short maturity dates or durations.lowest priority to unobservable inputs (level 3 measurement).

Assets

The following table summarizes fair value measurements by level on September 30, 2022, and December 31, 2021, measured at fair value on a recurring basis were presented on the Company's balance sheet as of September 30, 2016.basis:

Fair Value Measurements as of September 30, 20162022, Using:

Fair Value Measurements as of December 31, 2021, Using:

Intangible Assets

		Total Carrying Value as of September 30,				Quoted Market Prices in Active Markets				Significant Other Observable Inputs				Significant Unobservable Inputs
		2016				(Level 1)				(Level 2)				(Level 3)
Assets:
Equity Securities		$	2,908			$	2,908			$	-			$	-
Total		$	2,908			$	2,908			$	-			$	-

The Company capitalizes certain costs to acquire intangible assets; if such assets are determined to have a finite useful life they are amortized on a straight-line basis over the estimated useful life.

Equity securitiesThe Company tests its intangible assets for impairment at September 30, 2016, were comprisedleast annually and whenever events or circumstances change that indicate impairment may have occurred. A significant amount of 105,736 sharesjudgment is involved in determining if an indicator of commonimpairment has occurred. Such indicators may include, among others and without limitation: a significant decline in the Company’s expected future cash flows; a sustained, significant decline in the Company’s stock price and market capitalization; a significant adverse change in legal factors or in the business climate of Hemp, Inc. (HEMP.PK) recorded at fair value of $2,980 ($0.0275 per share).

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the Company’s segments; unanticipated competition; and slower growth rates.

Revenue recognitionRecent Accounting Pronouncements

AccordingThe Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to ASC 605, the Company recognize revenue when persuasive evidence of an arrangement exists, delivery of products has occurred, the sales price is fixed or determinable and collectability is reasonably assured. Forcause a material impact on our Company, this generally means that we recognize revenue when title to our products is transferred to resellers or other customers.financial statements.

Inventory

Inventories, consisting of products available for sale, are primarily accounted for using the first-in-first-out ("FIFO") method and are valued at the lower of cost or market value. Inventories on hand are evaluated on an on-going basis to determine if any items are obsolete or in excess of future market needs. Items determined to be obsolete are reserved for. As at September 30, 2016, the Company determined that no reserve was required.

3.GOING CONCERN

The accompanying unaudited interim consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred losses since inception and had an accumulated deficit of $2,961,586$7,523,402 as of September 30, 2016.2022. The Company requires capital for its contemplated operational and marketing activities. The Company'sCompany’s ability to raise additional capital through the future issuances of common stock is unknown. The obtainment of additional financing, the successful development of the Company'sCompany’s contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. The ability to successfully resolve these factors raiseraises  substantial doubt about the Company'sCompany’s ability to continue as a going concern. The unaudited interim consolidated financial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties.

In order to mitigate the risk related with this uncertainty, the Company plans to issue additional shares of common stock for cash and services during the next 12 months.

4. STOCKHOLDERS' EQUITYMARKETABLE SECURITIES

Preferred Stock –Equity securities on September 30, 2022, and December 31, 2021, were comprised of 105,736 shares of common stock of Hemp, Inc. (HEMP.PK) recorded at fair value of $32 and $190, respectively.

5. LICENSE AND PATENT

During the year ended December 31, 2021, the Company entered into three license and royalty agreements for human and animal nutraceutical products, which it currently markets. These agreements are for a period of one year and the Company issued 1,000,000 shares of Series A preferred stock valued at $193,500 in consideration of these licenses. The Company is authorized to issue 5,000,000 shareshas capitalized the costs associated with licenses.

During the nine months ended September 30, 2022, and 2021, the Company recognized $59,709 and $47,500 in amortization expenses of $.0001 par value preferred stock.license fees, respectively. As of September 30, 20162022, and December 31, 2015, no shares of preferred stock had been issued.

Common Stock – The Company is authorized to issue 100,000,000 shares of $.0001 par2021, the asset value common stock. As of September 30, 2016 and December 31, 2015, there were 14,180,456 and 12,736,436 shares of the Company's common stock issuedlicenses was $0 and outstanding,$59,709, respectively.

On February 15, 2016,2, 2022, the Company issued 1,444,020entered in a Patent Purchase and Consulting Agreement (“Agreement”) with an individual as inventor of the technology identified in and owns US Patent No. U.S. Patent 9,783,432B (the “Patent”), which covers technology used in enhancing the capability of water to hold significantly larger amounts of oxygen. The Company granted 1,000,000 shares warrant and has capitalized the cost of common stock to Ferris Holding, Inc. a common control entity for the purchase of inventory valued at $144,402.$5,429 as patent

InDuring the yearnine months ended September 30, 2022, the Company recognized $1,755 in amortization expenses of patent cost. As of September 30, 2022, the asset value of the patent was $3,674.

6. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts payable and accrued liabilities on September 30, 2022, and December 31, 2015, the Company issued 100,000 shares of common stock to its chief executive officer, Christopher G. Hall, as compensation for two years of services to be performed pursuant to an employment agreement dated February 6, 2015. The Company valued the 100,000 shares of common stock on the date2021, consist of the agreement, $1.10 per share, which resulted in a total consideration of $110,050 which will be expensed throughout the two-year termfollowing. 

7. CONVERTIBLE NOTES

Convertible notes on September 30, 2022, and December 31, 2021, consists of the employment agreement. following:

For the nine months ended September 30, 20162022, and 2015,2021, the Company expensed $41,307interest expense on convertible notes was $37,903 and $35,577,$41,847, respectively. As of September 30, 2022, and December 31, 2021, the accrued interest was $91,320 and $63,100, respectively.

 

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The Company recognized amortization expense related to the debt discount of $161,221 and $98,481 for the nine months ended September 30, 2022, and 2021, respectively, which is included in interest expense in the statements of operation.

5. RELATED PARTY TRANSACTIONSConversion

Advances from Ferris Holding, Inc., the controlling shareholder of the Company, are non-interest bearing, unsecured and due on demand. During the nine months ended September 30, 2016, $111,662 was paid by Ferris Holding, Inc. on behalf of2022, the Company converted notes with principal amounts of $158,450 and the Company received cash advanceaccrued interest of $4,913 from Ferris Holding, Inc and repaid $2,950 to Ferris Holding. As$9,683 into 82,116,084 shares of September 30, 2016 and December 31, 2015, the Company had advances from Ferris Holdings, Inc. – related party balance of $264,474 and $150,849, respectively.

On February 15, 2016, the sole member of the Board of directors of BioAdaptives adopted the following resolution and the President was authorized to negotiate the purchase of the below referenced products from Ferris Holding, Inc., an entity under common control and to pay for the products with the Company's common stock.

·

Ferris Holding Inc. has manufactured the following products for the Company: PrimiCellÒ, PrimiLiveÒ, PrimiTrimTM and Equine RegenÒPlus; and

·

The Company chooses to purchase the products for distribution by the Company

On February 15, 2016, the Company purchased inventory for $144,402 from Ferris Holding, Inc., the controlling shareholder of the Company. In accordance with ASC 805, the transaction is considered to be a transfer of assets under common control. The consideration for the inventory was the issuance of 1,444,020 of common sharescorresponding derivative liability at the rate of $0.10 per share on the date of conversion of $180,912 was credited to additional paid in capital.

Convertible Notes - Issued during the transaction. On August 11, 2016, the Company physically issued 1,444,020 shares of common stock.year ended December 31, 2018

During the periodyear ended September 30, 2016, the Company purchased inventory in the amount of $400 from Ferris Holding, Inc. As of the September 30, 2016, the accounts payable included $400 owed to Ferris Holding Inc.

On February 6, 2015, the Company entered into a two (2) year employment agreement with its chief executive officer, Christopher G. Hall, wherebyDecember 31, 2018, the Company issued 100,000a total principal amount of $426,000 convertible notes for cash proceeds of $426,000. The convertible notes were also provided with a total of 107,000 common shares of restricted common stock as compensation for two (2) years of executive services to be performed. The shares were valued at $22,210. The terms of convertible notes are summarized as follows: