Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2013 | Nov. 29, 2013 | |
Document And Entity Information | ' | ' |
Entity Registrant Name | 'BIOADAPTIVES, INC. | ' |
Entity Central Index Key | '0001575142 | ' |
Document Type | 'S-1 | ' |
Document Period End Date | 30-Sep-13 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Is Entity a Well-known Seasoned Issuer? | 'No | ' |
Is Entity a Voluntary Filer? | 'No | ' |
Is Entity's Reporting Status Current? | 'No | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 12,041,667 |
Document Fiscal Period Focus | 'Q3 | ' |
Document Fiscal Year Focus | '2013 | ' |
Balance_Sheets
Balance Sheets (USD $) | Sep. 30, 2013 |
Current Assets | ' |
Cash | $0 |
Total Current Assets | 0 |
TOTAL ASSETS | 0 |
Current Liabilities | ' |
Accounts Payable | 500 |
Total Current Liabilities | 500 |
TOTAL LIABILITIES | 500 |
Stockholders’ Equity (Deficit) | ' |
Preferred Stock | ' |
Common Stock | 1,000 |
Additional Paid in Capital | 749 |
Deficit accumulated during development stage | -2,249 |
Total Stockholders’ Equity (Deficit) | -500 |
TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY (DEFICIT) | $0 |
Balance_Sheets_Parenthetical
Balance Sheets (Parenthetical) (USD $) | Sep. 30, 2013 |
Statement of Financial Position [Abstract] | ' |
Common stock, par value | $0.00 |
Common stock, shares authorized | 100,000,000 |
Common stock, shares issued | 10,000,000 |
Preferred stock, par value | $0.00 |
Preferred stock, shares authorized | 5,000,000 |
Preferred stock, issued | 0 |
Statements_of_Operations
Statements of Operations (USD $) | 3 Months Ended | 6 Months Ended |
Sep. 30, 2013 | Sep. 30, 2013 | |
Revenues | ' | ' |
Revenues | ' | ' |
Total Revenues | ' | ' |
General & Administrative Expenses | 1,249 | 1,749 |
Organization and related expenses | ' | 1,000 |
Total General & Administrative Expenses | 1,249 | 2,749 |
Other Income | ' | 500 |
Net Loss | ($1,249) | ($2,249) |
Basic loss per share | $0 | $0 |
Weighted average number of common shares outstanding | 10,000,000 | 10,000,000 |
Statements_of_Cash_Flows
Statements of Cash Flows (USD $) | 3 Months Ended | 6 Months Ended |
Sep. 30, 2013 | Sep. 30, 2013 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ' | ' |
Net Loss | ($1,249) | ($2,249) |
Change in accounts payable | 500 | 500 |
Changes in working capital | ' | 1,000 |
Net cash provided by (used in) operating activities | -749 | -749 |
CASH FLOWS FROM INVESTING ACTIVITIES | ' | ' |
Net cash provided by (used in) investing activities | ' | ' |
CASH FLOWS FROM FINANCING ACTIVITIES | ' | ' |
Proceeds in additional paid in capital | 749 | 749 |
Net cash provided by (used in) financing activities | 749 | 749 |
Net increase (decrease) in cash | ' | ' |
Cash at beginning of year | ' | ' |
Cash at end of year | ' | ' |
Common stock issued to founder for services rendered | ' | 1,000 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ' | ' |
Interest paid | ' | ' |
Income taxes paid | ' | ' |
NOTE_1_ORGANIZATION_AND_DESCRI
NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS | 9 Months Ended |
Sep. 30, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
NOTE 1.  ORGANIZATION AND DESCRIPTION OF BUSINESS | ' |
NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS | |
BioAdaptives, Inc. (formerly known as APEX 8 Inc.) (the “Company”) was incorporated under the laws of the State of Delaware on April 19, 2013 and has been inactive since inception. The Company intends to serve as a vehicle to effect an asset acquisition, merger, exchange of capital stock or other business combination with a domestic or foreign business. |
NOTE_2_SUMMARY_OF_SIGNIFICANT_
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2013 | |
Accounting Policies [Abstract] | ' |
NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' |
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation - Development Stage Company | |
The Company has not earned any revenue from operations. Accordingly, the Company’s activities have been accounted for as those of a “Development Stage Company” as set forth in Financial Accounting Standards Board ASC 915. Among the disclosures required by ASC 915 are that the Company’s financial statements be identified as those of a development stage company, and that the statements of operations, stockholders’ equity and cash flows disclose activity since the date of the Company’s inception. | |
Accounting Method | |
The Company’s financial statements are prepared using the accrual method of accounting. The Company has elected a fiscal year ending on December 31. | |
Use of Estimates | |
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. In the opinion of management, all adjustments necessary in order to make the financial statements not misleading have been included. Actual results could differ from those estimates. | |
Cash Equivalents | |
The Company considers all highly liquid investments with maturity of three months or less when purchased to be cash equivalents. | |
Income Taxes | |
Income taxes are provided in accordance with Statement of Financial Accounting Standards ASC 740 Accounting for Income Taxes. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry forwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion of all of the deferred tax assets will be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. There were no current or deferred Income tax expenses or benefits due to the Company not having any material operations for period ended June 30, 2013. | |
Basic Earnings (Loss) per Share | |
In February 1997, the FASB issued ASC 260, “Earnings per Share”, which specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly held common stock. ASC 260 supersedes the provisions of APB No. 15, and requires the presentation of basic earnings (loss) per share and diluted earnings (loss) per share. The Company has adopted the provisions of ASC 260 effective (inception). | |
Basic net loss per share amounts is computed by dividing the net income by the weighted average number of common shares outstanding. Diluted earnings per share are the same as basic earnings per share due to the lack of dilutive items in the Company. | |
Impact of New Accounting Standards | |
The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position, or cash flow. |
NOTE_3_GOING_CONCERN
NOTE 3. GOING CONCERN | 9 Months Ended |
Sep. 30, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
NOTEÂ 3. GOING CONCERN | ' |
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 that contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not established any source of revenue to cover its operating costs. The Company will engage in very limited activities without incurring any liabilities that must be satisfied in cash until a source of funding is secured. The Company will offer noncash consideration and seek equity lines as a means of financing its operations. If the Company is unable to obtain revenue producing contracts or financing or if the revenue or financing it does obtain is insufficient to cover any operating losses it may incur, it may substantially curtail or terminate its operations or seek other business opportunities through strategic alliances, acquisitions or other arrangements that may dilute the interests of existing stockholders. |
NOTE_4_RELATED_PARTY_TRANSACTI
NOTE 4. RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2013 | |
Related Party Transactions [Abstract] | ' |
NOTE 4. RELATED PARTY TRANSACTIONS | ' |
NOTE 4. RELATED PARTY TRANSACTIONS | |
An officer and director of the Company has performed services for the Company during the period the value of which was $1000, in exchange for 10,000,000 shares of common stock. During the period an officer and director of the Company advanced $500 for general and administrative expenses, which was forgiven by the end of the quarter. |
NOTE_5_SHAREHOLDERS_EQUITY
NOTE 5. SHAREHOLDER'S EQUITY | 9 Months Ended | ||
Sep. 30, 2013 | |||
Equity [Abstract] | ' | ||
NOTEÂ 5. SHAREHOLDER'S EQUITY | ' | ||
NOTE 5. SHAREHOLDER’S EQUITY | |||
Upon formation, the Board of Directors issued 10,000,000 shares of common stock for $1,000 in services to the founding shareholder of the Company. The founding shareholder made a contribution of $749 in additional paid in capital. | |||
The stockholders’ equity section of the Company contains the following classes of capital stock as of September 30, 2013. | |||
• | Common stock, $ 0.0001 par value: 100,000,000 shares authorized; 10,000,000 shares issued and outstanding | ||
• | Preferred stock, $ 0.0001 par value: 5,000,000 shares authorized; but not issued and outstanding. | ||
NOTE_6_COMMITMENT_AND_CONTINGE
NOTE 6. COMMITMENT AND CONTINGENCY | 9 Months Ended |
Sep. 30, 2013 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
NOTE 6. COMMITMENT AND CONTINGENCY | ' |
NOTE 6. COMMITMENT AND CONTINGENCY | |
There is no commitment or contingency to disclose during the period ended September 30, 2013. | |
NOTE_7_SUBSEQUENT_EVENTS
NOTE 7. SUBSEQUENT EVENTS | 9 Months Ended | ||
Sep. 30, 2013 | |||
Subsequent Events [Abstract] | ' | ||
NOTE 7. SUBSEQUENT EVENTS | ' | ||
NOTE 7. SUBSEQUENT EVENTS | |||
On October 21, 2013, the Company entered two license agreements with Ferris Holding, Inc., a Nevada corporation (“Ferris”). Pursuant to the first agreement (the “Product Agreement”), Ferris granted a license to the Company to Ferris’s proprietary stem cell enhancing product and the name “NutraLoadTM.” As consideration for the rights granted under the Product Agreement, the Company agreed to pay a royalty of 5% of the gross revenues royalties received from the sales of all products produced and sold by the Company pursuant to the rights granted under this license agreement. The term of the agreement is initially for six months, and the parties may agree to renew the agreement. | |||
Pursuant to the second agreement, the (“Technology Agreement”), Ferris granted a license to the Company to Ferris’s trade secrets relating to Ferris’s proprietary AgronifierTM processes, materials, equipment, software, and hardware (the “Agronifier Technology”), limited to the treatment of foods, supplements and liquids. As consideration for the rights granted under the Product Agreement, the Company agreed to pay a royalty of 5% of the gross revenue from all products produced which incorporate the Technology, as well as from the provision of any services using the Technology from which revenues are generated. The term of the agreement is initially for six months, and the parties may agree to renew the agreement. | |||
On October 21, 2013, the Company entered into an Asset Purchase Agreement (the “APA”) with BioSwan, Inc., a Nevada corporation (“BioSwan”), pursuant to which the Company acquired certain of the assets of BioSwan (collectively, the “Assets”), consisting of the following: | |||
· | A License Agreement between the Seller and CleanPath Resources Corp, a Nevada corporation (“CleanPath”) dated as of March 26, 2013. | ||
· | A License Agreement between the Seller and CleanPath dated as of July 16, 2013, relating to the Ferris trade secrets relating to Ferris’s proprietary AgronifierTM processes, materials, equipment, software, and hardware (the “CleanPath Technology Agreement”); and | ||
· | Stock certificates for 200,000,000 shares of CleanPath common stock. | ||
Pursuant to the APA, the Company issued 2,000,000 shares of its restricted common stock to BioSwan as full consideration for the Assets purchased. | |||
Management has evaluated subsequent events up to and including October 21, 2013 which is the date the statements were available for issuance and determined there are no reportable subsequent events other than as noted above. |
NOTE_2_SUMMARY_OF_SIGNIFICANT_1
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2013 | |
Accounting Policies [Abstract] | ' |
Basis of Presentation - Development Stage Company | ' |
Basis of Presentation - Development Stage Company | |
The Company has not earned any revenue from operations. Accordingly, the Company’s activities have been accounted for as those of a “Development Stage Company” as set forth in Financial Accounting Standards Board ASC 915. Among the disclosures required by ASC 915 are that the Company’s financial statements be identified as those of a development stage company, and that the statements of operations, stockholders’ equity and cash flows disclose activity since the date of the Company’s inception. | |
Accounting Method | ' |
Accounting Method | |
The Company’s financial statements are prepared using the accrual method of accounting. The Company has elected a fiscal year ending on December 31. | |
Use of Estimates | ' |
Use of Estimates | |
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. In the opinion of management, all adjustments necessary in order to make the financial statements not misleading have been included. Actual results could differ from those estimates. | |
Cash Equivalents | ' |
Cash Equivalents | |
The Company considers all highly liquid investments with maturity of three months or less when purchased to be cash equivalents. | |
Income Taxes | ' |
Income Taxes | |
Income taxes are provided in accordance with Statement of Financial Accounting Standards ASC 740 Accounting for Income Taxes. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry forwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion of all of the deferred tax assets will be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. There were no current or deferred Income tax expenses or benefits due to the Company not having any material operations for period ended June 30, 2013. | |
Basic Earnings (Loss) per Share | ' |
Basic Earnings (Loss) per Share | |
In February 1997, the FASB issued ASC 260, “Earnings per Share”, which specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly held common stock. ASC 260 supersedes the provisions of APB No. 15, and requires the presentation of basic earnings (loss) per share and diluted earnings (loss) per share. The Company has adopted the provisions of ASC 260 effective (inception). | |
Basic net loss per share amounts is computed by dividing the net income by the weighted average number of common shares outstanding. Diluted earnings per share are the same as basic earnings per share due to the lack of dilutive items in the Company. | |
Impact of New Accounting Standards | ' |
Impact of New Accounting Standards | |
The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position, or cash flow. |
NOTE_4_RELATED_PARTY_TRANSACTI1
NOTE 4. RELATED PARTY TRANSACTIONS (Detail Narrative) (USD $) | 3 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2013 | |
Note 4. Related Party Transactions Detail Narrative | ' | ' |
Stock issued in exchange for services, shares | ' | 10,000,000 |
Stock issued in exchange for services, value | ' | $1,000 |
General and administrative expense forgiven | $500 | ' |
NOTE_5_SHAREHOLDERS_EQUITY_Det
NOTE 5. SHAREHOLDER'S EQUITY (Details Narrative) (USD $) | 3 Months Ended | 6 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | |
Note 5. Shareholders Equity Details Narrative | ' | ' | ' |
Stock issued in exchange for services, shares | ' | 10,000,000 | ' |
Stock issued in exchange for services, value | ' | $1,000 | ' |
Proceeds in additional paid in capital | $749 | $749 | $749 |
Common stock, par value | $0.00 | $0.00 | $0.00 |
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 |
Common stock, shares issued | 10,000,000 | 10,000,000 | 10,000,000 |
Common stock, shares outstanding | 10,000,000 | 10,000,000 | 10,000,000 |
Preferred stock, par value | $0.00 | $0.00 | $0.00 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 |
Preferred stock, issued | 0 | 0 | 0 |
Preferred stock, outstanding | 0 | 0 | 0 |
NOTE_7_SUBSEQUENT_EVENTS_Detai
NOTE 7. SUBSEQUENT EVENTS (Details Narrative) | 1 Months Ended | ||
Oct. 21, 2013 | |||
Note 7. Subsequent Events Details Narrative | ' | ||
Subsequent Event Description | ' | ||
NOTE 7. SUBSEQUENT EVENTS | |||
On October 21, 2013, the Company entered two license agreements with Ferris Holding, Inc., a Nevada corporation (“Ferris”). Pursuant to the first agreement (the “Product Agreement”), Ferris granted a license to the Company to Ferris’s proprietary stem cell enhancing product and the name “NutraLoadTM.” As consideration for the rights granted under the Product Agreement, the Company agreed to pay a royalty of 5% of the gross revenues royalties received from the sales of all products produced and sold by the Company pursuant to the rights granted under this license agreement. The term of the agreement is initially for six months, and the parties may agree to renew the agreement. | |||
Pursuant to the second agreement, the (“Technology Agreement”), Ferris granted a license to the Company to Ferris’s trade secrets relating to Ferris’s proprietary AgronifierTM processes, materials, equipment, software, and hardware (the “Agronifier Technology”), limited to the treatment of foods, supplements and liquids. As consideration for the rights granted under the Product Agreement, the Company agreed to pay a royalty of 5% of the gross revenue from all products produced which incorporate the Technology, as well as from the provision of any services using the Technology from which revenues are generated. The term of the agreement is initially for six months, and the parties may agree to renew the agreement. | |||
On October 21, 2013, the Company entered into an Asset Purchase Agreement (the “APA”) with BioSwan, Inc., a Nevada corporation (“BioSwan”), pursuant to which the Company acquired certain of the assets of BioSwan (collectively, the “Assets”), consisting of the following: | |||
· | A License Agreement between the Seller and CleanPath Resources Corp, a Nevada corporation (“CleanPath”) dated as of March 26, 2013. | ||
· | A License Agreement between the Seller and CleanPath dated as of July 16, 2013, relating to the Ferris trade secrets relating to Ferris’s proprietary AgronifierTM processes, materials, equipment, software, and hardware (the “CleanPath Technology Agreement”); and | ||
· | Stock certificates for 200,000,000 shares of CleanPath common stock. | ||
Pursuant to the APA, the Company issued 2,000,000 shares of its restricted common stock to BioSwan as full consideration for the Assets purchased. | |||
Management has evaluated subsequent events up to and including October 21, 2013 which is the date the statements were available for issuance and determined there are no reportable subsequent events other than as noted above. |