Caution Regarding Forward-Looking Information
Certain statements contained in this annual filing, including, without
limitation, statements containing the words "believes", "anticipates", "expects"
and words of similar import, constitute forward-looking statements. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors that may cause the actual results, performance or achievements of
the Company, or industry results, to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements.
Such factors include, among others, the following: international, national and
local general economic and market conditions: demographic changes; the ability
of the Company to sustain, manage or forecast its growth; the ability of the
Company to successfully make and integrate acquisitions; existing government
regulations and changes in, or the failure to comply with, government
regulations; adverse publicity; competition; fluctuations and difficulty in
forecasting operating results; changes in business strategy or development
plans; business disruptions; the ability to attract and retain qualified
personnel; and other factors referenced in this and previous filings.
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Given these uncertainties, readers of this Form 10-K and investors are cautioned
not to place undue reliance on such forward-looking statements. The Company
disclaims any obligation to update any such factors or to publicly announce the
result of any revisions to any of the forward-looking statements contained
herein to reflect future events or developments.
(2) General
The Company's History
BioAdaptives, Inc., ("BioAdaptives," the "Company," or "we" or "us") was
incorporated in the State of Delaware on April 19, 2013, as APEX 8 Inc. From
inception through October 21, 2013, the Company was in the developmental stage
and conducted virtually no business operations, other than organizational
activities and preparation of a registration statement on Form 10-12g (the
"Registration Statement"), which was filed with the U.S. Securities and Exchange
Commission on May 3, 2013. On June 11, 2013, the SEC staff informed the Company
that it had no further comments on this filing.
On June 21, 2013, the Company's sole officer, director and shareholder, Richard
Chiang, sold 10,000,000 shares of the Company's common stock, constituting 100%
of its issued and outstanding shares, to Ferris Holding Inc., a Nevada
corporation ("FHI"), for a purchase price of $40,000. Effective the same date,
Mr. Chiang or the Company appointed Barry K. Epling, who was the sole
shareholder of FHI, as Chairman of the Board of Directors, and Gerald A. Epling
as its President, Chief Executive Officer, Secretary, Chief Financial Officer
and a director; Mr. Chiang then resigned. On September 25, 2013, the Company
changed its name to BioAdaptives, Inc.
Shortly afterwards, on October 21, 2013, the Company closed on two material
transactions, acquiring assets, and license rights covering certain
nutraceutical products, including the NutraLoadTM product, the AgronifierTM
process, and the Clean Path licenses. The assets and licenses were acquired from
BioSwan, Inc. a Nevada corporation that was a wholly owned subsidiary of Hemp,
Inc., another Nevada corporation, and FHI. As part of these transactions, which
are discussed more fully in its October 21, 2013, Form 8-K, the Company issued
2,000,000 shares of common stock to BioSwan.
The BioSwan shares were transferred to Hemp as a dividend on October 25, 2013.
The Company then filed a Form S-1 registration statement with the SEC,
registering an offering of 2,005,000 shares for distribution by Hemp as a
dividend to its shareholders (the additional 5,000 shares permitted rounding-up
avoid issuance of fractional shares). On January 10, 2014, the SEC notified the
Company that the registration statement was effective and on July 9, 2014, the
Company's shares commenced trading in the Over-the-Counter market under the
trading symbol BDPT.
The Company commenced executing its business plan, seeking to develop supply
chain, manufacturing and retail distribution to exploit the BioSwan assets. On
May 20, 2014, the Company's PCAOB auditor, Kenne Ruan, P.C., resigned and it
appointed Anton & Chia LLP. Thereafter, it went through several management
changes: On July 14, 2014, Gerald A. Epling, resigned as an officer and director
and the Company appointed Barry K. Epling as President, Chief Executive Officer,
Chief Financial Officer and Secretary. On February 6, 2015, Barry K. Epling
resigned as an officer of the Company but remained as its sole director. On that
same day, the Company appointed Christopher G. Hall, as its President, Chief
Executive Officer, Chief Financial Officer and Secretary. On May 23, 2o15, the
Company also changed its PCAOB auditor, dismissing Anton & Chia, LLP and
retaining Malone & Bailey, LLP.
On March 31, 2017, the Company filed a Form 15-15D with the SEC, terminating its
status as an SEC-reporting company; it was current in its Continuous Disclosure
obligations at that time. The Company continued to provide financial and other
reports to shareholders and the public by means of the Alternative Reporting
System operated by OTC Markets Group, Inc. Its shares continued to trade in the
OTC market; it also continued to execute its business plan.
On October 2, 2017, the Board of Directors appointed Kim Southworth and Edward E
Jacobs, Jr MD as directors and Barry K. Epling resigned as Chairman. FHI donated
9,628.568 shares of the Company's common stock to the Breath of Life Foundation,
a Section 501(c)(3) non-profit organization. At that time, these shares
constituted 51.84% of the Company's issued and outstanding shares. Subsequently,
Breath of Life granted the Company's Board of Directors an irrevocable proxy to
vote them. With these actions, Barry K. Epling terminated his relationship with
the Company as officer or director. On that same day, Christopher G. Hall
resigned as an officer of the Company (he remains on the Advisory Board);
Southworth was appointed Chief Executive Officer; and Edward E Jacobs was
appointed Chief Financial officer, Secretary and Scientific Director of the
Company.
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On May 15, 2018, the Board of Directors appointed James E Rouse as a director;
the Company also appointed him as President. On July 6, 2018, Ms. Southworth
resigned from the Company and Dr. Jacobs was appointed Chief Executive Officer
in addition to his existing responsibilities. On September 10, 2018, Rouse
resigned as an officer and director of the Company although a company he
controls provided consulting services until September 25, 2018.
On May 10, 2019, the Company filed a Form 10-12g with the SEC, re-entering the
Continuous Disclosure program and registering its common stock under Section
12(g) of the Securities Exchange Act of 1934. On August 1, 2019, the SEC staff
informed the Company that it had no further comments on this filing.
On September 11, 2019, the Company appointed Robert Ellis as President and Ron
Lambrecht as Chief Financial Officer.
On February 6, 2020, the Board of Directors exercised its authority under the
Delaware General Corporations Law to establish its Series A Preferred Stock. The
Series A has enhanced voting and conversion privileges and can be used by the
Company to settle recorded debt or exchange for new product rights or
techniques. On this same day, the Board of Directors authorized an increase in
the Company's authorized common stock from 100,000,000 to 200,000,000; holders
of a majority of the Company's common shares consented to the increase.
The Company's Business
BioAdaptives, Inc is a research, development, and educational company. It
manufactures and distributes natural plant- and algal-based products that
improve health and wellness for humans and animals, with an emphasis on pain
relief, immune support, and anti-aging properties. The Company's base of
intellectual property and products includes dietary supplements for humans
developed with our knowledge of natural foods and proprietary methods of
optimizing the bioelectromagnetic availability of nutrients in foods and
beverages. These products are designed to aid memory, cognition and focus;
assist in sleep and fatigue reduction by increasing mitochondrial energy;
provide pain relief; and generally improve overall emotional and physical
wellness. The science behind our products has also 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 utilizing these
advances. Our current product lines include PrimiCell®, a primitive cell
activator, PrimiLungs™, a lung immune defense product and PluriPain™, a fast
acting and long lasting all-natural pain relief management nutraceutical for
humans. The Company also provides a cell activation line for dogs and horses:
namely and PrimiCell® for Dogs- Canine Regen® and PrimiCell® for Horses -Equine
Regen® solutions for dogs and horses. Additional products for sleep, for
mitochondrial energy and focus, for gut health and a cosmeceutical duo for
antiaging for both humans and various enhancement and pain relief products for
animals are presently being readied for introduction during 2020.
We can make no assurances that we will find commercial success in any of our
products. We plan to rely upon our sales and sub-licensing of our 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 have been concentrating our effort in our early years in
research, development, and formulations. We have just started our focus on
marketing, and thus have very limited experience in sales expectations and
forecasting.
(3) Results of Operations
The Company has recognized revenues for years ended December 31, 2018 and 2019,
of $0 and $9,934.00 , respectively.
In conjunction with the Company's business plan, as discussed in Item I of this
document, the Company has expended considerable effort and financial resources
to the implementation of its business plan. The Company has incurred operating
expenses requiring cash payments of approximately $ 238,927.00, which was
principally funded through private sales of equity securities and convertible
debt as disclosed in the accompanying financial statement footnotes.
Earnings (Loss) per share for the respective years ended December 31, 2018 and
2019 were $(0.08) and $(0.01) based on the weighted-average shares issued and
outstanding at the end of each respective period.
We anticipate that future expenditure levels will remain relatively consistent
until such time that the Company fully implements its current business plan, at
which time the Company's expenses and working capital requirements may increase
significantly. The Company does not expect to generate any meaningful revenue or
incur operating expenses for purposes other than fulfilling the obligations of a
reporting company under the Exchange Act unless and until such time that the
Company begins meaningful operations.
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(4) Plan of Business
Subject to financing and various regulatory approvals, the Company intends to 1)
market its existing products as described herein; 2) continue conducting
research and development activities using its proprietary technologies and
knowledge to identify new products or markets and improve its existing products
and marketing; and 3) seek strategic or complimentary acquisitions in its
current market space or, if indicated, others. There is no guarantee that the
Company will be able to successfully implement this business plan or that if
implemented, said plan will be successful.
(5) Liquidity and Capital Resources
At December 31, 2018 and 2019, respectively, the Company had working capital of
approximately $(0) and $(0); inclusive of all related party accounts receivable,
accrued expenses and line-of-credit notes payable.
It is the belief of management that our current finance partners and
shareholders will be able provide sufficient working capital necessary to
support and preserve the integrity of the corporate entity. However, there is no
legal obligation for either management or significant stockholders to provide
additional future funding. Further, the Company is at the mercy of future
economic trends and business operations for the Company's majority stockholder
to have the resources available to support the Company. Should this pledge to
provide continuing financing not be fulfilled, the Company has not identified
any alternative sources. Consequently, there is substantial doubt about the
Company's ability to continue as a going concern.
The Company's need for working capital may change dramatically as a result of
any future business transaction.
There can be no assurance that the Company will identify or enter into any
business transaction in the future. Further, there can be no assurance that the
Company would be successful in consummating any acquisition on favorable terms
or that it will be able to profitably manage the business, product, technology
or company it acquires.
The Company has no current plans, proposals, arrangements or understandings with
respect to the sale or issuance of additional securities prior to the location
of a potential business transaction. Accordingly, there can be no assurance that
sufficient funds will be available to the Company to allow it to cover the
expenses related to such activities.
Regardless of whether the Company's cash assets prove to be inadequate to meet
the Company's operational needs, the Company might seek to compensate providers
of services by issuances of stock in lieu of cash.
(6) Critical Accounting Policies
Our financial statements and related public financial information are based on
the application of accounting principles generally accepted in the United States
("GAAP"). 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
GAAP and are consistently and conservatively applied. We base our estimates on
historical experience and on various other assumptions 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.
Our significant accounting policies are summarized in Note 2 of our financial
statements. While all these significant accounting policies impact our financial
condition and results of operations, we view certain of these policies as
critical. Policies determined to be critical are those policies that have the
most significant impact on our financial statements and require management to
use a greater degree of judgment and estimates. Actual results may differ from
those estimates. Our management believes that given current facts and
circumstances, it is unlikely that applying any other reasonable judgments or
estimate methodologies would cause effect on our results of operations,
financial position or liquidity for the periods presented in this report.
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BIOADAPTIVES, INC. 
