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MarketScreener Homepage  >  Equities  >  OTC Bulletin Board  >  Bioadaptives Inc    

BIOADAPTIVES INC

End-of-day quote. End-of-day quote OTC Bulletin Board - 07/21
0.203 USD   +1.45%
2018BioAdaptives, Inc Names Dr. James Rouse as President
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2018BIOADAPTIVES (OTC PINK : BDPT) Announces New Management
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BIOADAPTIVES : Management's Discussion and Analysis of Financial Condition and Results of Operations (form 10-Q)

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08/14/2019 | 03:00pm EDT

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 stated in United States Dollars (US$) and 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.

Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.

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", "Company" and "BioAdaptives" mean BioAdaptives Inc., unless otherwise indicated.



General Overview


We were incorporated under the laws of the State of Delaware on April 19, 2013 under the name APEX 8. On May 3, 2013, we filed a registration statement on Form 10 to register with the U.S. Securities and Exchange Commission as a public company. We were originally organized as a vehicle to investigate and, if such investigation warranted, acquire a target company or business seeking the perceived advantages of being a publicly held corporation.

On June 21, 2013, our former sole officer and director, entered into a Share Purchase Agreement pursuant to which he sold an aggregate of 10,000,000 shares of his shares of the Company's common stock to Ferris Holding, Inc. at a purchase price of $40,000. In the aggregate, these shares represented 100% of the Company's issued and outstanding common stock. Effective upon the closing of the Share Purchase Agreement, our former sole officer and director owned no shares of the Company's stock.

Additionally, on June 21, 2013, the Company accepted the resignations of our former sole officer and director as the Company's President, Chief Executive Officer, Chief Financial Officer, Secretary and Chairman of the Board of Directors. These resignations were in connection with the consummation of the Share Purchase Agreement with Ferris Holding, Inc., and were not the result of any disagreement with the Company on any matter relating to the Company's operations, policies, or practices. Effective as of the same date, to fill the vacancies created by our former sole officer and director's resignations, the Company elected and appointed Barry K. Epling as Chairman of the Board of Directors, and Gerald A. Epling, as President, Chief Executive Officer, Secretary, Chief Financial Officer and Member of the Board of Directors of the Company.

Subsequently, on September 24, 2013, the Board of Directors and Majority Stockholder of the Company approved an amendment to the Company's Certificate of Incorporation to change the name of the Company from APEX 8 Inc. to BioAdaptives, Inc. On September 25, 2013, the Company filed a Certificate of Amendment to the Certificate of Incorporation with the Secretary of State of the State of Delaware to change the name of the Company to BioAdaptives, Inc.




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On July 14, 2014, the Company announced changes in its management. Gerald A. Epling, who had been serving as the Company's Chief Executive Officer, Chief Financial Officer and a Director, resigned from all positions. His resignation was in connection to pursue other interests and was not the result of any disagreement with the Company on any matter relating to the Company's operations or practices. On that same day, the Company elected Barry Epling, who also serves as Chief Executive Officer, President and Director of Ferris Holding (FHI) to the positions vacated by Gerald Epling. As of the date of the event, FHI was the Company's controlling stockholder.

On February 6, 2015, the Company announced changes in its management. Barry Epling, who had been serving as the Company's President, Chief Executive Officer, Chief Financial Officer, and Secretary, resigned from his positions. He remained the Company's Chairman of the Board of Directors. His resignation was in connection to pursue other interests and was not the result of any disagreement with the Company on any matter relating to the Company's operations or practices. On that same day, the Company elected Christopher G. Hall, as its President, Chief Executive Officer, Chief Financial Officer and Secretary. As of the date of the event, FHI was the Company's controlling stockholder. On October 2, 2017 Barry Epling resigned as Chairman of the Board of Directors. At the same time, Ferris Holding, Inc where Barry Epling is the sole stockholder, gifted 9,628.568 shares of BioAdaptives, Inc to a 501 (C) 3 Breath of Life Foundation. As of June 30, 2019 , this share amount represented 51.84% of the Company's shares issued and outstanding. Subsequently, Breath of Life Foundation assigned the irrevocable voting rights of its shareholding in BioAdaptives to the Board of Directors of BioAdaptives, Inc. As of this date of the event, FHI was no longer the Company's controlling stockholder.

Christopher G. Hall also resigned on October 2, 2017 as its President, Chief Executive Officer. Chief Financial Officer and Secretary. However, He remains on the Advisory Board of the Company.

On the same day, October 2, 2017, Kim Southworth and Edward E Jacobs, Jr MD were appointed to the Board of Directors. Kim Southworth was also appointed Chief Executive Officer and Edward E Jacobs was appointed Chief Financial officer, Secretary and Scientific Director of the Company.

On May 15, 2018 James E Rouse was appointed to the Board and assumed the position of President of the Company.

On July 6, 2018 Kim Southworth resigned from the Company. On the same day, Edward E Jacobs Jr. MD was appointed Chief Executive Officer in addition to his existing responsibilities.

On September 10, 2018 James Rouse resigned from the Board and also his position as President of the Company. His business remained until September 25, 2018 as a consultant to the Company. Since then, Edward E Jacobs, Jr MD has been the Company's sole Director, Chief Executive Officer, President, Secretary and Chief Financial Officer.

On May 10, 2019 the Company filed a Form 10-12(g) to return to a fully reporting entity. The Company received confirmation from Security Exchange Commission on August 1, 2019 that there was no further questions on this application.



Our Current Business


BioAdaptives, Inc is a research, development and educational Company. Our current focus is on products that improve health and wellness for both human and animal. These products include dietary supplements, specialty food items and proprietary methods of optimizing the bioelectromagnetic availability of foods and beverages. Our base of intellectual property and products, which are patent pending solutions in the form of devices and nutraceuticals, are designed to aid in memory, cognition, focus, fatigue reduction, management and balance of gut and weight, improve overall emotional and physical wellness, healing and anti-aging. The Company's strategy is to develop a position as a leader in supplying science-based, quality nutraceutical products to an aging population within developed countries such as the United States, Canada APAC countries such as China, Japan, Korea, Singapore, Taiwan, Australia and New Zealand, as well as both Western and Eastern Europe, while continuing to create new and innovative health-inspired products to start generating growth in sales and profitability. Some of the products have proven to be as effective or even more effective on horses and dogs than on humans. This has caused the Company to expand the target markets to include companion animals.




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Create market share in the rapidly growing aging population demographic. The Company's strategy is to create its share in this demographic within developed countries by (i) emphasizing the benefits of its proprietary nutraceutical and Agronifier™ products and technology as well as creating additional products, and (ii) utilizing its marketing division to act as its sales and distribution arm to seek additional channels for sales coverage.

Focus on the aging population of developed countries. The Company believes that the population growth in the aged population demographic presents a unique opportunity. The World Health Organization has stated that the population growth for those 60 years and older will more than double from 11% to over 22% between 2000 and 2050, with the absolute number of people aged 60 and over expected to increase from 605 million to 2 billion within the same period. The Company also recognizes the rising buying power and interests of the Millennials in wellness products and their choice of communication medium being social media and internet, it intends to set up a section to anticipate growth in this area.

Make strategic acquisitions and diversify with subsidiary companies. The Company plans to capitalize on the significant opportunities for consolidation available in the nutraceutical industry. The Company anticipates that it will seek acquisitions that serve to expand the Company's product brands, broaden its product offerings or facilitate entry into complementary distribution channels. The Company is studying the full spectrum hemp markets in its supplement food possibilities.

Continue to develop new products and product extensions. The Company seeks to continue to develop and commercialize nutraceutical products and through this effort intends to develop new and innovative products. During 2014, Ferris Holding, Inc., a Nevada corporation ("Ferris"), rebranded NutraLoad® and Bliss in A Bottle™, to PrimiCell® and PrimiLive® in an effort to keep a more consistent product naming convention going forward, and pursuant to the Product Agreement with Ferris, the Company continues to have the right to develop, market, and sell these products. Additionally, two new products Canine Regen® and Equine Regen® Plus were tested extensively in the United States, Australia, Singapore, and Europe. The results of both products have been favorable. The Equine product comes with a higher cost, however, very cost- effective when it is used by trainers and owners of performance horses. Thoroughbreds, polo ponies, cutting horses, barrel- racers and other competition horses have shown significant improvement in hooves, coat, mane, strength, speed, endurance, recovery, responsiveness, and several other areas which overall improvements has been attributed to the increase in stem cells in horses. The canine product has also been found to be a cost-effective introduction for dogs, in particular, geriatric dogs.

Capitalize on strong international growth. The Company believes that international sales represent a significant growth opportunity as aging population growth outside North America exceeds 1 billion people. The Company plans to aggressively pursue international sales by adding additional salespeople within its marketing effort, developing a network in high growth regions, and continuing its efforts to register products and trademarks in attractive foreign markets.

We can make no assurances that we will find commercial success in any of our products. We plan to rely upon our sales and licensing of our licensed Agronifier technology and direct and indirect sales of the Primi line and Regen animal products for revenues, neither of which have produced any significant revenue since our inception. We are a new company and thus have very limited experience in sales expectations and forecasting.



Results of Operations


Three and Six Months Ended June 30, 2019 and 2018

We had a net loss of $179,871 for the six-month period ended June 30, 2019, which was $232,904 less than the net loss of $412,774 for the six-month period ended June 30, 2018. The change in our results over the two periods is primarily in a slight revenue and a decrease in operating expenses. The Company commenced selling the products from the current period.




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The following table summarizes key items of comparison and their related increase (decrease) for the three-month periods ended June 30, 2019 and 2018:



                               Changes Between Three
                            Month Periods Ended June 30
                               2019               2018          Changes
Revenue                   $        5,171       $         -           5171
Cost of Sales                      1,484                 -           1484
Operation Expenses                41,948           258,412        232,904
Other income (expenses)         (141,610 )        (154,363 )       12,753
Net Income (loss)               (179,871 )        (412,775 )     (232,904 )



The following table summarizes key items of comparison and their related increase (decrease) for the six-month periods ended June 30, 2019 and 2018:



                            Changes Between Six Month
                              Periods Ended June 30
                              2019               2018         Changes
Revenue                   $       6,703       $        -          6,703
Cost of Sales                     1,824                -           1824
Operation Expenses              108,615          266,846        158,231
Other income (expenses)          16,310         (155,028 )     (171,338 )
Net Income (loss)               (87,426 )       (421,874 )      334,448




Revenue


We earned revenues of $5,171 and $6,703 for the three and six months ended June 30, 2019 and 2018.




Operating Expenses



The following table summarizes our operating expenses for the three- and six-month periods ended June 30, 2019 and 2018



                               Changes Between Three Month
                                  Periods Ended June 30
                               2019                 2018            Changes
General Administration     $      14,592$        66,147$  51,555
Professional Fees                  6,356                97,750        91,394
Stock Based Compensation          21,000                94,515        73,515
Total                             41,948               258,412       216,464





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Our general, administrative and professional fees are largely attributable to
office, rent, advertising, consultants and transfer agent, legal, accounting and
audit fees related to our reporting requirements as a public company and in
2018, the professional fees reflect the cost of catching up with unaudited
accounting in 2017 as well.



                              Changes Between Six Month periods
                                         Ended June 30
                                 2019                    2018             Changes
General Administration     $          24,359       $          68,771     $  44,412
Professional Fees                     42,256                 103,560        61,304
Stock based compensation              42,000                  94,515        52,515
Total                                108,615                 266,846       158,231



Our general and administrative expenses decreased in the three and six months ended June 30, 2019 due to a change in management and its cost saving directions, as well as a decrease in travelling and promotion expenses. In consolidating responsibilities and working with less consultants, we reduced the stock-based compensation. Having completed bulk of the catchup accounting and auditing work, we have also reduced our outside professionals support for our accounting and auditing process, which has resulted in a decrease in Professional Fees, in the three and six months ended June 30, 2019, compared to the three and six months ended June 30, 2018.



Other income (expense)


The Company recorded interest expense of $48,597 and $23,056 for the three months ended June 30, 2019 and 2018 and $97,578 and $23,065 for the six months ended June 30, 2019 and 2018, respectively.



Net loss


As a result of our operating expenses the Company reported a net loss of $179,871 and $412,775 for the three months ended June 30, 2019 and 2018 and $87,426 and $421,874 for the six months ended June 30, 2019 and 2018 respectively.




Comprehensive income (loss)



The Company reported an unrealized loss on marketable securities of $740 and an unrealized gain on marketable securities of $1,819 for the three months ended June 30, 2019 and 2018 and an unrealized loss on marketable securities $2,284 and an unrealized gain on marketable securities of $1,154 for the six months ended September June, 2019 and 2018 respectively.

Liquidity and Capital Resources

Our balance sheet as of June 30, 2019 reflects current assets of $21,289. We had cash in the amount of $11,866 and working capital deficiency in the amount of $739,167 as of June 30, 2019.




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Working Capital (Deficiency)



                                  June         December
                                30, 2019       31, 2018       Change

Current Assets                 $   21,289$  110,059       88,770
Current Liabilities            $  760,456$  803,800       43,344

Working Capital (Deficiency) $ (739,167 )$ (693,741 ) 45,426




Cash Flows

                                                      Six Months Ended
                                                          June 30,
                                                    2019           2018         Change

Cash provided by (used in) Operating Activities $ (59,349 )$ (167,349 )$ 108,000 Cash provided in Investing Activities

             $       -         32,000        32,000

Cash provided by (used in) Financing Activities $ 15,000 316,000 301,000 Net Increase (Decrease) In Cash During Period 11,866 180,511 168,645

Net cash used by operating activities during the six months ended June 30, 2019 was $59,349, a decrease of $108,000 from the $167,349 net cash used in operating activities during the six months ended June 30, 2018

Cash Flows from Financing Activities

Net cash provided by financing activities during the six months ended June 30, 2019 was $15,000, a decrease of $301,000 from the $316,000 net cash provided in financing activities during the six months ended June 30, 2018.

As of June 30, 2019, we have insufficient cash to operate our business at the current level for the next twelve months and insufficient cash to achieve our business goals. The success of our business plan beyond the next 12 months is contingent upon us obtaining additional financing. We intend to fund operations through debt and/or equity financing arrangements, which may be insufficient to fund our capital expenditures, working capital, or other cash requirements. We do not have any formal commitments or arrangements for the sales of stock or the advancement or loan of funds at this time. There can be no assurance that such additional financing will be available to us on acceptable terms, or at all.



Going Concern


At June 30, 2019, we had $11,866 of cash on-hand and an accumulated deficit of $4,607,416, and as noted throughout this report and our financial statements and notes thereto, our independent auditors have expressed their substantial doubt as to our ability to continue as a going concern as of June 30, 20169. We anticipate incurring significant losses in the future. We do not have an established source of revenue sufficient to cover our operating costs. Our ability to continue as a going concern is dependent upon our ability to successfully compete, operate profitably and/or raise additional capital through other means. If we are unable to reverse our losses, we will have to discontinue operations.

The financial statements included in this quarterly report have been prepared assuming that we will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business.




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Management's plans include the raising of capital through the equity markets to fund future operations, seeking additional acquisitions, and generating of revenue through our business. However, even if we do raise sufficient capital to support our operating expenses and generate adequate revenues, there can be no assurances that the revenue will be sufficient to enable us to develop business to a level where we will generate profits and positive cash flows from operations. These matters raise substantial doubt about our ability to continue as a going concern. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might result from this uncertainty.

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, and capital expenditures or capital resources that are material to stockholders.



Critical Accounting Policies


Our financial statements are based on the application of accounting principles generally accepted in the United States ("US GAAP"). US GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenue, and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use of estimates and underlying accounting assumptions adhere to US GAAP and are consistently and conservatively a that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.

Recent Accounting Pronouncements

The Company has evaluated recent pronouncements through Accounting Standards Updates ("ASU") and believes that none of them will have a material impact on the Company's financial position, results of operations or cash flows.

© Edgar Online, source Glimpses

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Managers
NameTitle
Kim D. Southworth Chairman & Chief Executive Officer
James Rouse President
Edward E. Jacobs Director & Vice President-Operations
Christopher Tinney Investor Relations Contact
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