BIOADAPTIVES, INC. (BDPT) — 10-K

Filed 2025-04-15 · Period ending 2024-12-31 · 25,330 words · SEC EDGAR

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# BIOADAPTIVES, INC. (BDPT) — 10-K

**Filed:** 2025-04-15
**Period ending:** 2024-12-31
**Accession:** 0001640334-25-000660
**Source:** [SEC EDGAR](https://www.sec.gov/Archives/edgar/data/1575142/000164033425000660/)
**Origin leaf:** cb6f5a05e90aabf85c91b037ad93d83e9d2e8b24ddd67e8c37f748b7ec7fcb25
**Words:** 25,330



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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549Form 10-K________________________________________ (Mark one) Annual Report Under Section 13 or 15(d) of The Securities Exchange Act of 1934For the fiscal year ended December 31, 2024 Transition Report Under Section 13 or 15(d) of The Securities Exchange Act of 1934 For the transition period from ______________ to _____________________________________________________ Commission File Number: 000-54949 
| BioAdaptives, Inc. | |
| (Exact name of registrant as specified in its charter) | |
| Delaware | | 46-2592228 | |
| (State of incorporation) | | (IRS Employer ID Number) | |
****
**2620 Regatta Drive, Suite 102, Las Vegas, NV**
(Address of principal executive offices)
**(702) 659-8829**
(Issuer's telephone number)
________________________________________
Securities registered pursuant to Section 12 (b) of the Act - None
Securities registered pursuant to Section 12(g) of the Act: - Common Stock - $0.0001 par value
________________________________________
**Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No **
**Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes No **
**Indicate by check mark whether the registrant has (1) filed all reports required to be filed by Section 13 or 15(d) of the****Exchange Act during the past 12 months (or for such shorter period the Company was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. 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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post files). Yes No **
**Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. **
**Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):**
| Large accelerated filer | | Accelerated filer | | |
| Non-accelerated filer | | Smaller reporting company | | |
**Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):****Yes No **
**The aggregate market value of voting and non-voting common equity held by non-affiliates as of December 31, 2024 was approximately $**246,461**based upon 4,107,680 shares issued and outstanding.**
**As of December 31, 2024, there were 4,107,680 shares of Common Stock issued and outstanding. As of March 21, 2025, we had 9,048,659 shares of our Common Stock issued and outstanding.**
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**BioAdaptives, Inc.**
**Form 10-K for the Year Ended December 31, 2024**
| Part I | BioAdaptives, Inc.Form 10-K for the Year Ended December 31, 2022Index to Contents | Page Number | |
| Item 1 | Business | 4 | |
| Item 1A | Risk Factors | 6 | |
| Item 1B | Unresolved Staff Comments | 11 | |
| Item 2 | Properties | 11 | |
| Item 3 | Legal Proceedings | 11 | |
| Item 4 | Mine Safety Disclosures | 11 | |
| Part II | | | |
| Item 5 | Market for Registrants Common Equity, Related Stockholder Matters and | 12 | |
| Item 6 | Selected Financial Data | 13 | |
| Item 7 | Managements Discussion and Analysis of Financial Condition and Results of Operations | 13 | |
| Item 7A | Quantitative and Qualitative Disclosures About Market Risk | 16 | |
| Item 8 | Financial Statements, Auditors Notes and Supplemental Data | 16 | |
| Item 9 | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Controls and Procedures | 39 | |
| Item 9B | Other Information | 39 | |
| Part III | |
| Item 10 | Directors, Executive Officers and Corporate Governance | 17 | |
| Item 11 | Executive Compensation | 21 | |
| Item 12 | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 21 | |
| Item 13 | Certain Relationships and Related Transactions, and Director Independence | 22 | |
| Item 14 | Principal Accountant Fees and Services | 23 | |
| Part IV | |
| Item 15 | Exhibits, Financial Statement Schedules | 23 | |
| Item 16 | Form 10-K Summary | 23 | |
| Signatures | 24 | |
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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 Companys, 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.
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 publicly announce the result of any revisions to any forward-looking statements contained herein to reflect future events or developments.
Where You Can Find Information
The public may read and copy any materials we file with the SEC in the SECs Public Reference Section, Room 1580, at 100 F Street N.E., Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Section by calling the SEC at 1-800-SEC-0330. Additionally, the SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, which can be found at www.sec.gov or www.freeedgar.com.
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**PART I**
**Item 1 - Business**
**The Companys History**
BioAdaptives, Inc., (BioAdaptives, the Company, 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 January 10, 2014, the SEC notified the Company that the registration statement was effective. On July 9, 2014, the Companys shares commenced trading in the Over-the-Counter market under the trading symbol BDPT.
On March 31, 2017, the Company filed 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 using the Alternative Reporting System operated by OTC Markets Group, Inc. Its shares continued to trade in the OTC market, and it also continued to execute its business plan. 
On May 10, 2019, the Company filed 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. Dr. Jacobs remained Chief Executive 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. 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 Companys authorized common stock from 100,000,000 to 200,000,000; holders of a majority of the Companys common shares consented to the increase. 
On January 26, 2022, the Board of Directors exercised its authority under the Delaware General Corporations Law to establish its Series B Preferred Stock. Series B has enhanced voting and conversion privileges and can be used by the Company to acquire ownership of intellectual property rights and other assets. On this same day, the Board of Directors authorized an increase in the Companys authorized common stock from 200,000,000 to 750,000,000; this increase received the consent of the holders of a majority of the Companys common shares.
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On March 18, 2022, the Company filed Form 1-A with the Securities and Exchange Commission covering a plan to sell up to 200,000,000 shares of common stock at prices between .005 and .01 per share. This was amended on October 7, 2022, to 250,000,000 shares of common stock at 0.001.
On February 28, 2023, the Board of Directors exercised its authority under the Delaware General Corporation Law to increase the Companys authorized common stock from 750,000,000 to 1,250,000,000; the holders of a majority of the Companys shares consented to the increase. 
On May 15, 2024, Dr. Edward Jacobs retired from the Company and was succeeded by Mr. James E. Kneer as Chairman and CEO. As of May 27, 2024, Mr. Gimhana Dissanayake joined him as a Director of the Company.
On October 28, 2024, the Board unanimously resolved to proceed with a reverse split of 1 for 300 shares.
On November 21, 2024, the reverse was completed
On December 3, 2024, the Board approved a One-for-One Stock Dividend to holders of common stock.
**The Companys Business**
**Overview**
BioAdaptives core business is investigating, marketing, and distributing natural plant, fungi, and algal-based products and medical devices that improve health and wellness for humans and animals. The company emphasizes weight control, antiviral function, and anti-aging properties. BioAdaptives is reformulating its entire product line and will introduce new products in the first quarter of 2025.
The Companys current products in development include a weight management supplement in a Human Clinical trial, Zeranovia. Zeranovia is made of natural ingredients and uses proprietary methods of optimizing the availability of nutrients in foods and beverages. The trials have shown better than expected results, with the procedure positively affecting participants, with consistent weight loss and minimal side effects. Zeranovia empowers users to lose weight while maintaining more lean muscle mass. Based on current results, Zeranovia is expected to be introduced commercially in the second quarter of 2025.
Xcellara regenerative stem cell activator is in production and is expected to be sold commercially in April 2025. PawPa Regen, the canine treat stem cell activator, will be available for delivery in April 2025. PawPa Regen supports anti-aging and wellness. These formulations are based upon extensive trials on humans, dogs, horses, hogs, and mice. The canine products are all in the form of treats, making delivery and dosing very simple and effective.
At the request of a member of the BioAdaptives Board of Advisors, BioAdaptives developed an advanced nootropic, MyndMed, it focuses on diverse pathways, delivering acetylcholine (focus), dopamine (mood), GABA (calm), antioxidants (protection), and energy (mitochondria) while avoiding tolerance and extending impact. MyndMed is designed to improve memory, learning, cognitive enhancement, mood support, neuroprotection, neuroplasticity, and stress resilience.
We continue researching and developing new nutraceutical products for humans and animals to solve problems and deliver the best-in-class products. Our products are unique, well-designed, and proven to bring benefits, not just copying others.
**Market and Marketing**
BioAdaptives Inc. has developed a robust Direct to Consumer (DTC) digital marketing campaign to connect directly with its target audience. Leveraging platforms like social media, email marketing, and a user-friendly website, the company promotes its supplement products with engaging content tailored to health-conscious consumers. Through targeted ads, informative blog posts, and compelling calls-to-action, BioAdaptives ensures its messaging resonates, driving awareness and conversions while fostering a community around wellness and natural health solutions.
In addition to its DTC efforts, BioAdaptives has forged strategic partnerships within the telehealth industry to enhance its product offerings. By aligning its supplements as both companion products and standalone solutions, the company integrates seamlessly with telehealth platforms, providing participants with accessible, science-backed options to support their wellness journeys. These collaborations not only expand BioAdaptives reach but also position our products as trusted recommendations within virtual healthcare ecosystems, capitalizing on the growing demand for telehealth services.
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Finally, BioAdaptives employs a dynamic affiliate marketing program, partnering with companies and individual influencers who boast large social media followings and proven success in the supplement industry. These affiliates, carefully selected for their credibility and performance, promote BioAdaptives products through authentic endorsements, affiliate links, and promo codes. This strategy amplifies brand visibility, drives sales, and builds trust among niche audiences, leveraging the influence of established voices in the health and wellness space to accelerate growth.
**Manufacturing**
All of the Companys nutraceutical products are considered dietary supplements or natural foods, and we carefully avoid making health, drug, or disease cure claims that could trigger regulatory compliance issues and affect our ability to market BioAdaptives products. Our active ingredients are all plant, fungi, or algal-based and sourced worldwide from reputable suppliers who employ stringent compliance and sustainable agriculture practices.
BioAdaptives actively investigates new products, techniques, and novel applications of existing products or technology in our research. The Companys research has focused on investigating all-natural supplement formulations that activate primitive cells, including stem cells and their derivatives, and natural ingredients that encourage stem cell proliferation. In 2022, the Company started a product line utilizing algae and mushrooms.
With regard to medical devices, in April 2024, we purchased the Lungflute from the sole US affiliate of the patent holder. We do not expect to develop any direct capability to manufacture medical devices for numerous reasons, including a lack of capital and the fact that the amortized cost of such facilities, if we were to construct or acquire them, is generally far higher compared to the cost of purchasing a finished product. We operate as a Research and Development nutraceutical company.
**Employees**
As of May 2024, the Company has one full-time executive employee. We retain hourly labor as needed and professional consultants to operate our business. The companys management expects to use outside consultants, attorneys, and accountants as necessary. The need for additional employees and their availability will be addressed when deciding whether to acquire or participate in specific business opportunities.
**Item 1A - Risk Factors**
We have a limited operating history with our current business. The Company was incorporated in 2013 and was unsuccessful at previous business plans.
The Company has been engaged in the health and wellness industry since the FHI and BioSwan acquisitions in 2013. We have the benefit of their experience in developing and marketing nutraceutical products but understand that neither of them had significant success exploiting the products and technology we purchased. Future operations are subject to all the problems, expenses, difficulties, complications and delays encountered in establishing new businesses. The Company believes that it will become commercially viable, generate significant revenues, and operate at a profit in future periods but there are no assurances that we will meet these expectations.
The Company has no cash flows to support operations and relies on external sources to maintain the corporate entity.
Our revenues from product sales in the past have not been sufficient to cover our operating expenses, including the expenses associated with our status as a public company, or our research and marketing expenses. We have been reliant on outside financing sources, some of which are dependent on our status as a public company. All of these external sources are subject to general economic and market risks as well as regulatory factors that make future financing uncertain.
The Company will require additional financing to become commercially viable.
The Companys continued existence is dependent on its ability to implement its business plan, generate sufficient cash flows from operations to support its daily operations, and provide sufficient resources to retire existing liabilities and obligations on a timely basis. Due to uncertainty in our ability to raise adequate capital in the equity securities market, the company faces considerable risks in its business plan and a potential shortfall in funding.
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During the period ended December 31, 2024, there is no sales revenue to cover our expenses so that we were reliant on investment funding to continue operations. Our new products are very good and for a variety of reasons, including because we outsource our manufacturing, we are sufficiently nimble to increase production and sales if and when demand requires. However, these products are still in the development stage and will not be on market till first or second quarter of 2025.
In the event that working capital sufficient to maintain the corporate entity and implement our business plan is not available, the Companys existing stockholders have expressed their interest in the possibility of maintaining the corporate status of the Company and provide all necessary working capital on the Companys behalf. However, no formal commitments or arrangements to advance or loan funds to the Company or repay any such advances or loans exist. There is no legal obligation for either management or existing controlling stockholders to provide additional future funding. Further, the Company is subject to future economic trends and the business operations for the Companys existing controlling stockholders in order to have the resources available to support the Company.
The Company anticipates offering future sales of equity securities. However, there is no assurance that the Company will be able to obtain additional funding through the sales of additional equity securities or, that such funding, if available, will be obtained on terms favorable to or affordable by the Company.
In the past, a significant portion of our cash needs have been met through issuance of convertible debt securities. The notes generally carry Original Issue Discounts, provide for cash repayments during the first six (6) months after issuance (with a pre-payment penalty), and allow the holder to demand repayment by issuance of shares of common stock at a discount to market price. In function, these convertible notes act as private placements of our securities, with a variable subscription price based on market performance. On those terms, as subscription rather than debt, the rates and conversion amounts have so far been reasonable to us. Moreover, our agreements with these lenders contain representations that 1) there was no public solicitation for the notes, 2) that the note holders are accredited investors within the meaning of SEC Regulation D, and 3) that the holders will limit their conversions in a manner to assure they never hold more than 4.99% of the Companys issued and outstanding shares. We have no assurances that we will be able to continue to borrow funds from these lenders and have been working to develop alternative financing means through more traditional methods.
Since May 2024, the Company has welcome new investment partners in acquiring its preferred D shares. Should future needs arise, the Company intends to raise funds in the equity securities market. The Company believes that its expectations as to its ability to secure additional capital are reasonable. Still, there is no guarantee that the Company will receive sufficient funding to sustain operations or implement any future business plan steps.
The Companys current business can be capital intensive.
The Company acknowledges that its Plan of Operations may not produce a consistent generation of positive working capital shortly. We are in a consumer-driven market space that requires our development and marketing of attractive products, which is expensive. Although management believes it will be able to successfully execute its business plan, which includes third-party financing and raising capital to meet the Companys future liquidity needs, there can be no assurances. We anticipate continuous expenditures, some of which may be significant, to conduct research and development activities relating to existing and new products and marketing. These matters raise substantial doubt about the Companys ability to continue as a going concern.
We currently rely on certain key individuals, and the loss of one of them could adversely affect the Company.
Our success depends to a certain degree upon certain key members of our management. These individuals are a significant factor in our growth and success. The loss of the services of such members of management could have a material adverse effect on our Company. We presently maintain no key-man insurance coverage on any of our officers.
The Companys success will depend in part on its ability to attract qualified personnel and consultants.
The Companys success will depend in part upon its ability to attract qualified creative marketing, sales, and development professionals. The inability to do so on favorable terms may harm the Companys proposed business.
The Company must effectively meet the challenges of managing expanding operations.
The Companys business plan anticipates that operations will significantly expand during 2025 and beyond. This expansion will require the Company to manage a larger and more complex organization, which could significantly strain our managerial, operational, and financial resources. Management may not succeed with these efforts. Failure to expand efficiently could cause expenses to be greater than anticipated, revenues to grow more slowly than expected, and could otherwise have an adverse effect on the business, financial condition, and results of operations.
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Our business could be affected by changes in governmental regulation.
Federal, State, and Local laws and regulations governing food products and nutritional supplements are broad in scope and are subject to evolving interpretations, which could require us to incur substantial costs associated with compliance. In addition, violations of these laws, actual or alleged, could disrupt the Companys planned business and adversely affect our financial condition and results of operations. In addition, additional or revised Federal, State, and Local laws and regulations may be enacted in the future governing the mining industry. There can be no assurance that the Company will be able to comply with any such laws and regulations. Failure to do so could significantly harm our business, financial condition, and results of operations.
Our business will be subject to other uninsured operating risks, which may adversely affect the Companys financial condition.
Our planned operations will be subject to risks ordinarily incidental to our business activities. They will depend on internal and third-party production and distribution operations that could result in work stoppages, property damage, or unavailable products for resale. This may be caused by:
Breakdown of equipment.
Labor disputes.
Imposition of new government regulations.
Supply chain failures.
Product contamination.
Unanticipated allergy or other reactions.
Sabotage by operational personnel.
Cost overruns; and
Fire, flood, or other acts of God.
We market products that our customers ingest and run additional risks incumbent on the sales of these consumer goods. Our existing insurance coverage would almost certainly be inadequate to deal with any mass tort claim, and the ability of our suppliers to indemnify us is uncertain. Additionally, our contract suppliers rely on source materials imported from China and other countries. Hence, we are subject to risks associated with interruptions or pricing increases due to political and other reasons.
We will likely face significant competition.
The nutraceutical industry is highly competitive, with numerous companies offering products that claim similar properties to ours. Some of these competitors are better capitalized, with the financial ability to effectively manage product development and marketing at levels we have not yet attained. While we believe our whole plant, fungi, and algal-based products have unique benefits that should lead to commercial success, BioAdaptives ability to effectively compete could be hindered by a lack of funds, poor positioning, management error, and other factors. The inability to effectively compete could adversely affect our business, financial condition, and results of operations.
**RISKS RELATED TO OUR PUBLIC COMPANY STATUS AND OUR COMMON STOCK**
Our internal controls may be inadequate, which could make our financial reporting unreliable and lead to the dissemination of misinformation to the public.
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. As defined in Exchange Act Rule 13a-15(f), internal control over financial reporting is a process designed by, or under the supervision of, the principal executive and principal financial officer and effected by the board of directors, management and other personnel to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that: pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and/or directors of the Company; and
provide reasonable assurance regarding the prevention or timely detection of unauthorized acquisition, use, or disposition of the Companys assets that could have a material effect on the financial statements.
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We do not have a sufficient number of employees to segregate responsibilities. We may be unable to increase our staff or engage outside consultants or professionals to overcome our lack of employees. During our testing, we may identify other deficiencies that we may not be able to remediate promptly. In addition, if we fail to achieve and maintain the adequacy of our internal controls, as such standards are modified, supplemented or amended from time to time, we may not be able to ensure that we can conclude on an ongoing basis that we have adequate internal controls over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002 (Sarbanes Oxley). Moreover, effective internal controls, particularly those related to revenue recognition, are necessary for us to produce reliable financial reports and are essential to help prevent financial fraud. If we cannot provide reliable financial reports or prevent fraud, our business and operating results could be harmed, investors could lose confidence in our reported financial information, and the trading
The costs of being a public company could result in us being unable to continue as a going concern.
As a public company, we must comply with numerous financial reporting and legal requirements, including those pertaining to audits and internal control. The costs of this compliance could be significant. If our revenues do not increase and/or we cannot satisfy many of these costs through the issuance of our shares, we may be unable to satisfy these costs in the normal course of business, resulting in our inability to continue as a going concern.
Management and the Board of Directors may be indemnified.
The Articles of Incorporation and Bylaws of BioAdaptives provide for the indemnification of directors and officers at the expense of the respective corporation and limit their liability. This may result in a significant cost to the corporation and hurt the interests of stockholders because corporate resources may be expended for the benefit of directors and officers. The Company has been advised that, in the opinion of the SEC, indemnification for liabilities arising under Federal Securities Laws is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
The market for the BioAdaptives Shares is minimal and sporadic.
BioAdaptives common stock is quoted on the OTC Pink Sheets; trading is limited and sporadic. Trading in stock quoted on the Pink Sheets is often thin and characterized by wide fluctuations in trading prices due to many factors that may have little to do with our operations or business prospects. This volatility could depress or exaggerate the market price of BioAdaptives common stock for reasons unrelated to operating performance. Moreover, the trading of securities in the Pink Sheets is often more sporadic than the trading of securities listed on a quotation system like NASDAQ or a stock exchange like the New York Stock Exchange. These factors may impact our ability to obtain financing in the future and will undoubtedly impact the value of our common stock for shareholders.
BioAdaptives common stock is a penny stock, which is restricted by the SECs penny stock regulations and FINRAs sales practice requirements. These restrictions may limit a stockholders ability to buy and sell our common stock.
BioAdaptives common stock is a penny stock. The SEC has adopted Rule 15g-9, which generally defines penny stock as any equity security with a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. These rules cover our common stock, which impose additional sales practice requirements on broker-dealers who sell to people other than established customers and accredited investors. The term accredited investor refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customers account. The bid and offer quotations, and the broker-dealer and salesperson compensation information must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customers confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchasers written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in, and limit the marketability of, BioAdaptives common stock.
In addition to the penny stock rules promulgated by the SEC, FINRA (the Financial Industry Regulatory Authority) has adopted rules that require when recommending an investment to a customer a broker- dealer must have reasonable grounds for believing that the investment is suitable for that customer. Before recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customers financial status, tax status, investment objectives, and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. FINRAs requirements make it more difficult for broker-dealers to recommend that their customers buy BioAdaptives common stock, which may limit investors ability to buy and sell our common stock.
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The market for penny stocks has experienced numerous frauds and abuses that could adversely impact BioAdaptives common stock.
Company management believes that the market for penny stocks has suffered from patterns of fraud and abuse. Such patterns include:
control of the market for the security by one or a few broker-dealers that are often related to a promoter or issuer.
Manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases.
Boiler room practices involving high-pressure sales tactics and unrealistic price projections by salespersons.
Excessive and undisclosed bid-ask differentials and markups by selling broker-dealers and
wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the inevitable collapse of those prices with consequent investor losses.
BioAdaptives Board of Directors has the authority, without stockholder approval, to issue preferred stock with terms that may not be beneficial to common stockholders and with the ability to adversely affect common stockholder voting power and rights upon liquidation.
Our Certificate of Incorporation allows us to issue shares of preferred stock without any vote or further action by our stockholders. Our Board of Directors has the authority to fix and determine preferred stocks relative rights and preferences. As a result, our board of directors could authorize the issuance of a series of preferred stock that would grant to holders of preferred stock the rights to our assets upon liquidation, the right to receive dividend payments before dividends are distributed to the holders of common stock and the right to the redemption of the shares, together with a premium, before the redemption of our common stock. We have recently established the Series A Preferred Stock. We established the Series A Preferred Stock in 2020 and, subsequently, the Series B and C Preferred Stock; these preferred shares provide holders with enhanced voting and conversion privileges. These privileges may impact the rights and privileges of common stockholders in certain circumstances. A Preferred Series D Stock was also approved by the Board in 2024.
We do not expect to pay cash dividends in the foreseeable future.
The Company has never paid cash dividends on its common stock and does not expect to pay a cash dividend on its common stock at any time in the foreseeable future. The future payment of dividends depends upon future earnings, capital requirements, financial requirements and other factors that the Companys board of directors will consider. Since we do not anticipate paying cash dividends on the common stock, return on investment, if any, will depend solely on an increase, if any, in the market value of the common stock.
Future sales of shares of BioAdaptives common stock pursuant to Reg. A+ and Rule 144 under the Securities Act could adversely affect the market price of BIOADAPTIVESs common stock.
As of March 24, 2025, the Company has 9,048,659 outstanding shares of its common stock, all of which were issued pursuant to registration statements and/or exemptions from registration under the Securities Act and applicable State Securities Laws. As of the date of this filing, 4,046,659 are on deposit with CEDE & Co. and are publicly trading or tradeable, and nearly all of the balance is held by purchasers or service providers who obtained shares more than one year ago. All of these aged issued and outstanding shares are now available for public sale under Rule 144 under the Securities Act and comparable exemptions under applicable state securities laws. The potential of such sales could adversely affect the market price of BioAdaptives common stock. The impact of these sales on the market cannot be reasonably estimated but absent significant positive news regarding our activities shareholders should expect an adverse impact on market price
Conversions of Series A -B-C-D Preferred Stock to common stock and resales could adversely affect the market price of BIOADAPTIVES common stock. Preferred stock ownership provides additional voting rights that may affect management.
As of the date of this filing, the company had 1,093,521 shares of its Series A, B, C, and D Preferred Stock issued and outstanding. These shares have enhanced voting and conversion privileges, so the owners can either convert to common shares, which could impact market price, or hold and vote the shares under the circumstances set out in the Certificate of Designation, allowing them increased authority over certain corporate functions.
Because we are not subject to compliance with rules requiring the adoption of certain corporate governance measures, our stockholders have limited protection against interested-director transactions, conflicts of interest, and similar matters.
The Sarbanes-Oxley Act of 2002, as well as rule changes proposed and enacted by the SEC, national securities exchanges, and the NASDAQ Stock Market as a result of Sarbanes-Oxley, require implementing various measures relating to corporate governance. These measures are designed to enhance the integrity of corporate management and the securities markets and apply to securities listed on those exchanges or the NASDAQ Stock Market. We have not yet adopted these measures because we are not currently required to comply with many of the corporate governance provisions and because we chose to avoid incurring the substantial additional costs associated with voluntary compliance.
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We do not currently have independent audit or compensation committees. As a result, directors have the ability, among other things, to determine their level of compensation. Until we comply with such corporate governance measures, regardless of whether such compliance is required, the absence of such standards of corporate governance may leave our stockholders without protections against interested-director transactions, conflicts of interest, and similar matters, and investors may be reluctant to provide us with funds necessary to expand our operations.
We intend to comply with all corporate governance measures relating to director independence as and when required. However, we may find it very difficult or be unable to attract and retain qualified officers, directors, and members of board committees required to provide for our effective management due to Sarbanes-Oxley. The enactment of Sarbanes-Oxley has resulted in a series of rules and regulations by the SEC that increase the responsibilities and liabilities of directors and executive officers. The perceived increased personal risk associated with these recent changes may make it more costly or deter qualified individuals from accepting these roles.
**Item 1B - Unresolved Staff Comments**
None
**Item 2 Properties**
The Company currently maintains a physical address at 2620 Regatta Dr, Suite 102, Las Vegas, NV 89128. The Company does not currently maintain any other office facilities and does not anticipate the need to maintain office facilities at any time in the foreseeable future.
**Item 3 - Legal Proceedings**
The Company is not a party to any pending legal proceedings, and no such proceedings are known to be contemplated.
**Item 4 - Mine Safety Disclosures**
Not applicable.
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**PART II**
**Item 5 - Market for the Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities**
**Market for Trading and Eligibility for Future Sale**
Our common stock started trading on June 10, 2014. Our current trading symbol is BDPT. Currently there is only a limited, sporadic, and volatile market for our stock. The following table sets forth the high and low sales prices of our common stock as reported on www.nasdaq.com for the periods indicated. These prices represent prices between inter-dealer prices, do not include retail markups, markdowns, or commissions, and do not necessarily reflect actual transactions.
| Fiscal year ended December 31, 2024 | | High | | | Low | | |
| Quarter ended December 31, 2024 | | | 0.1802 | | | | 0.015 | | |
| Quarter ended September 30, 2024 | | | 0.0004 | | | | 0.0002 | | |
| Quarter ended June 30, 2024 | | | 0.0006 | | | | 0.0002 | | |
| Quarter ended March 31, 2024 | | | 0.0005 | | | | 0.0002 | | |
| Fiscal year ended December 31, 2023 | | | 0.0005 | | | | 0.0004 | | |
| Fiscal year ended December 31, 2022 | | | 0.001 | | | | 0.001 | | |
The closing price of our common stock on December 31, 2024 was $0.06
The closing price of our common stock on March 21, 2025 was $0.09
**Holders of Record**
As of March 21, 2024, 9,048,659 shares of our common stock issued and outstanding were held by approximately 135 stockholders of record, exclusive of shares held in street name. We also had 11,167 shares of Series A preferred stock, 9,667 shares of Series B preferred stock, 1,000,000 shares of Series C preferred stock, and 68,865 shares of Series D preferred stock issued and outstanding.
**Transfer Agent**
Our stock transfer agent is Madison Stock Transfer LLC, whose address is 2500 Coney Island Ave., Brooklyn, NY 11223. The Securities and Exchange Commission registers Madison as a transfer agent, and it is wholly independent of us, with no common ownership or management. 
**Common Stock**
The Company is authorized to issue up to 1,250,000,000 shares of common stock with a par value of $0.0001 per share.
Our Board of Directors is authorized to issue additional shares of common stock not to exceed the amount authorized by the Articles of Incorporation, on such terms and conditions and for such consideration as the Board may deem appropriate without further stockholder action.
In the event of our liquidation or dissolution, all shares of our common stock are entitled to share equally in our assets available for distribution to stockholders. However, the rights, preferences, and privileges of the holders of our common stock are subject to, and may be adversely affected by, the rights of the holders of shares of preferred stock that our Board of Directors may decide to issue in the future.
**Preferred Stock**
Effective March 13, 2025, the Company is authorized to issue up to 31,000,000 shares of preferred stock with a par value of $0.0001 per share.
As of March 21, 2025, the Company has authorized 4,000,000 shares of Series A Preferred Stock, of which 11,167 shares are issued and outstanding; 5,000,000 shares of Series B Preferred Stock, of which 9,667 are issued or outstanding; 1,000,000 Series C Preferred Stock, of which 1,000,000 are issued and outstanding; and 20,000,000 Series D Preferred Stock, of which 68,865 are issued and outstanding.
**Dividend Policy**
We have never declared or paid cash dividends. We currently intend to retain all future earnings for the operation and expansion of our business and do not anticipate paying cash dividends on the common stock in the foreseeable future. Any payment of cash dividends in the future will be at the discretion of our Board of Directors and will depend upon our results of operations, earnings, capital requirements, contractual restrictions and other factors deemed relevant by our directors. However, to show appreciation to our investing public, the Company did disburse a one-for-one common shares dividend in January 2025.
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**Share Purchase Warrants**
No share purchase warrants were issued during the period.
Options
We have not issued and do not have outstanding any options to purchase shares of our stock.
**Convertible Securities**
The Company entered into a series of convertible note transactions in 2022 and 2023 with PowerUp Lending Group, Ltd., a New York-based lender and 1800 DIAGONAL LENDING, LLC. During 2024 these notes were paid by issuance of shares to PowerUp and Diagonal Lending as follows: 
| 1800 Diagonal Lending, LLC | | | | |
| | | 1/03/24 | | | 44,583,333 | | |
| | | 1/04/24 | | | 31,927,083 | | |
| | | 3/26/24 | | | 48,500,000 | | |
| | | 3/26/24 | | | 48,500,000 | | |
| | | 3/27/24 | | | 37,000,000 | | |
| | | 3/28/24 | | | 48,500,000 | | |
| | | 4/01/24 | | | 56,944,444 | | |
| | | 4/10/22 | | | 20,013,889 | | |
From January 1, 2024, to December 31, 2024, 335,968,749 shares of common stock were issued under these agreements. The company has not entered into any new convertible note transaction since the change in management in May 2024.
**Securities Authorized for Issuance Under Equity Compensation Plans**
The Company and the CEO agreed to annual compensation of $300,000 payable monthly, $25,000. Mr. Keener has opted to take his pay in preferred stock thus far. As of December 31, 2024, 18,062 shares of Preferred Series D stock were allocated to Mr. James Keener, CEO.
Per the Companys Directors agreement during the term of this Agreement, the Company is to pay a Director, if the Company does not otherwise compensate the Director as an officer or employee, common stock in BDPT based upon the floating average of the close of the five trading days prior to the end of the month preceding the issuance. Such an Issuance is to be made within 10 days of the date earned. Shares are to be fully earned and paid for on the day of issuance. Payments to be made according to the following schedule:
June 1, 2024, $20,000.00, July 1, 2024, to December 31, 2024 $5,000.00 monthly. A total of 12,958 shares of Preferred Series D stock were allocated for issuance between June 1, 2024, to December 31, 2024 to Mr Gimhana Dissanayake.
**Item 6 - Selected Financial Data**
Not applicable
I**tem 7 - Managements Discussion and Analysis of Financial Condition and Results of Operations**
(1) 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.
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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.
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**
BioAdaptives, Inc., (BioAdaptives, the Company, 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 January 10, 2014, the SEC notified the Company that the registration statement was effective and on July 9, 2014, the Companys shares commenced trading in the Over-the-Counter market under the trading symbol BDPT. 
On March 31, 2017, the Company filed 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 OTCMarkets, and it also continued to execute its business plan. 
On May 10, 2019, the Company filed 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. Dr. Jacobs remained Chief Executive 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. 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 Companys authorized common stock from 100,000,000 to 200,000,000; holders of a majority of the Companys common shares consented to the increase. 
On January 26, 2022, the Board of Directors exercised its authority under the Delaware General Corporations Law to establish its Series B Preferred Stock. Series B has enhanced voting and conversion privileges and can be used by the Company to acquire ownership of intellectual property rights and other assets. On this same day, the Board of Directors authorized an increase in the Companys authorized common stock from 200,000,000 to 750,000,000; this increase received the consent of the holders of a majority of the Companys common shares. 
On March 18, 2022, the Company filed Form 1-A with the Securities and Exchange Commission covering a plan to sell up to 200,000,000 shares of common stock for prices between .005 and .01 per share. This was amended on October 7 2022 to 250,000,000 shares of common stock at the price of 0.001.
On February 28, 2023, the Board of Directors exercised its authority under the Delaware General Corporation Law to increase the Companys authorized common stock from 750,000,000 to 1,250,000,000; this holders of a majority of the Companys shares consented to the increase. 
On May 15, 2024, Dr. Edward Jacobs retired from the Company and was succeeded by Mr. James E. Kneer as Chairman and CEO. As of May 27, 2024, Mr. Gimhana Dissanayake joined him as a Director of the Company.
On October 28, 2024, the Board unanimously resolved to proceed with a reverse split of 1 for 300 shares.
On December 3, 2024, the Board approved a One-for-One Stock Dividend to holders of common stock.
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**The Companys Business**
**Overview**
BioAdaptives core business is investigating, marketing, and distributing natural plant, fungi, and algal-based products and medical devices that improve health and wellness for humans and animals. The company emphasizes weight control, pain relief, antiviral function, and anti-aging properties. 
The Companys current products in development include a weight management supplement in a Human Clinical Trial, Zeranovia. Zeranovia is made of natural ingredients and uses proprietary methods of optimizing the availability of nutrients in foods and beverages. The trials are proceeding positively, with consistent weight loss with minimal side effects. Zeranovia empowers users to lose weight while maintaining more lean muscle mass. Based on current results, Zeranovia is expected to be introduced commercially in the second quarter of 2025.
Xcellara regenerative stem cell activator is in production and is expected to be sold commercially in April 2025. PawPa Regen, the canine treat stem cell activator, will be available for delivery in early April 2025 with the first finished product delivered to the warehouse on March 28, 2025. PawPa Regen supports anti-aging, wellness, and overall responsiveness. These formulations are based upon extensive trials on humans, dogs, horses, hogs, and mice. The canine products are all in the form of treats, making delivery and dosing very simple and effective.
At the request of a member of the BioAdaptives Board of Advisors, BioAdaptives developed an advanced nootropic, MyndMed, it focuses on diverse pathways, delivering acetylcholine (focus), dopamine (mood), GABA (calm), antioxidants (protection), and energy (increased mitochondria) while avoiding tolerance and extending impact. MyndMed is designed to improve memory, learning, cognitive enhancement, mood support, neuroprotection, neuroplasticity, and stress resilience. Its designed for a fast increase of focus and clarity today and long-term benefits for memory and brain health for weeks and months. It works with your biology to improve your mind.
We continue researching and developing new nutraceutical products for humans and animals to solve problems and deliver the best-in-class products. Our products are unique, well-designed, and proven to bring benefits, not just copies of other products.
**(3) Results of Operations**
The Company has minimal revenues for the years ending December 31, 2024, and December 31, 2023, of $12,669 and $28,565, respectively. On May 21, 2024, Mr. James Keener was elected to be the CEO of BioAdaptives on May 15, 2024. After thoroughly analyzing BioAdaptives product line, Keener canceled all dietary supplement products. Keener had been working with his team for over one year on developing meaningful dietary supplements. This resulted in no revenue from May 15, 2024, to the present. 
One of the primary products Keener brought to the table was the Weight Management product Zeranovia. Based on strong relationships with others, Keener was able to obtain an Institutional Review Board (IRB) approval for the product. It is now in Human Clinical Trials, and results show it is ready for market. A strong competitor to GLP-1 and GIP agonists, it has been shown to increase Cholecystokinin (CCK) an important weight loss peptide. Zeranovia is expected to be a successful product in 2025, with the first revenue for the new product line coming in during the second quarter.
Three new and proven products will enter the retail market in the second quarter: Xcellara (being bottled in Las Vegas now), PawPa Regen (the Finished product was recently delivered to our warehouse), MyndMed (currently in production), and Zeranovia. It is expected that they will be manufactured in 12 weeks.
In conjunction with the Companys business plan, as discussed in Item I of this document, the Company has expended considerable effort and financial resources to implement its business plan. The Company incurred operating expenses of $429,026, which required cash payments of $254,119, which was principally funded through convertible debt as disclosed in the accompanying financial statement footnotes and advances from shareholders. The operating expenses were for activities that did not require cash payments, including stock-based compensation and a discount for the amortization of debt.
Earnings (Loss) per share for the respective years ended December 31, 2023, and December 31, 2024, were $0.11 and $0.12, respectively, 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 the Company fully implements its current business plan, at which time the Companys 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.
**(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 investigation activities 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 implement this business plan successfully or that if implemented, said plan will be successful.
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**(5) Liquidity and Capital Resources**
On December 31, 2023 and 2024, the Company had working capital of approximately $88,557 and $261,885, including all related party accounts receivable, accrued expenses, and line-of-credit notes payable.
It is the belief of management that our current finance partners, shareholders, and the proceeds from our sales of Preferred D will be able to 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, and we cannot be assured as to the success of our offering. Further, the Company is at the mercy of future economic trends and business operations. Consequently, there is substantial doubt about the Companys ability to continue as a going concern.
The Companys need for working capital may change dramatically due to 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 successfully consummate any acquisition on favorable terms or that it will profitably manage the business, product, technology, or company it acquires.
The Company has no current plans, proposals, arrangements, or understandings regarding 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 cover the expenses related to such activities.
Whether the Companys cash assets prove inadequate to meet its operational needs, the Company might seek to compensate service providers by issuing stock in lieu of cash.
**(6) Critical Accounting Policies**
Our financial statements and related public financial information are based on applying accounting principles generally accepted in the United States (GAAP). GAAP requires using estimates, assumptions, judgments, and subjective interpretations of accounting principles that impact 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 various other assumptions that we believe are reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made while preparing our financial statements.
Our significant accounting policies are summarized in Note 2 of our financial statements. While all these significant accounting policies impact on our financial condition and results of operations, we view sure 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 an effect on our results of operations, financial position, or liquidity for the periods presented in this report.
**Item 7A - Quantitative and Qualitative Disclosures about Market Risk**
Not applicable
**Item 8 - Financial Statements and Supplementary Data**
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**BIOADAPTIVES, INC**
**CONSOLIDATED FINANCIAL STATEMENTS**
**FOR THE YEARS ENDED****DECEMBER 31, 2024, AND 2023**
| TABLE OF CONTENT | | PAGE | | |
| | | | | |
| Report of Independent Registered Public Accounting Firm | | | F-2 | | |
| Consolidated Balance Sheet | | | F-3 | | |
| Consolidated Statements of Operations | | | F-4 | | |
| Consolidated Statements of Stockholders Deficit | | | F-5 | | |
| Consolidated Statements of Cash Flows | | | F-6 | | |
| Notes to Consolidated Financial Statements | | | F-7 | | |
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**Report of Independent Registered Public Accounting Firm**
The Board of Directors and Stockholders of
**BIOADAPTIVES, INC.**
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of **BioAdaptives, Inc** (the Company) as of December 31, 2024 and 2023, and the related consolidated statements of operations, changes in stockholders equity/ (deficit) and cash flows for each of the two years in the period ended December 31, 2024 and 2023, and the related notes (collectively referred to as the financial statements). 
In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024 and 2023, in conformity with accounting principles generally accepted in the United States of America.
Going Concern
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3, the Company suffered an accumulated deficit of $(9,168,906), net loss of $(904,761) These conditions raise substantial doubt about the Companys ability to continue as a going concern. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on the Companys financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. Communication of critical audit matters does not alter in any way our opinion on the financial statements taken as a whole and we are not, by communicating the critical audit matters, providing separate opinions on the critical audit matter or on the accounts or disclosures to which they relate.
**Going Concern Uncertainty See also Going Concern Uncertainty explanatory paragraph above:**
As described in Note 3 to the consolidated financial statements, the Company has significant operating losses and a working capital deficiency. The ability of the Company to continue as a going concern is dependent on obtaining additional working capital funding from the sale of equity and/or debt securities to execute its plans and continue operations. These conditions raise substantial doubt about the Companys ability to continue as a going concern. 
The procedures performed to address the matter included.
| | | We inquired of executive officers, and key members of management, of the Company regarding factors that would have an impact on the Companys ability to continue as a going concern, | |
| | | We evaluated managements plan for addressing the adverse effects of the conditions identified, including assessing the reasonableness of forecasted information and underlying assumptions by comparing to actual results of prior periods and actual results achieved to date, and utilizing our knowledge of the entity, its business and management in considering liquidity needs and the Companys ability to generate sufficient cash flow, | |
| | | We assessed the possibility of raising additional debt or credit, | |
| | | We evaluated the completeness and accuracy of disclosures in the consolidated financial statements. | |
**/S/ Boladale Lawal**
**BOLADALE LAWAL & CO.**
**(Chartered Accountants)**
**(PCAOB ID 6993)**
Lagos, Nigeria
We have served as the Companys auditor since 2024.
April 15, 2025
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**BIOADAPTIVES, INC.**
**CONSOLIDATED BALANCE SHEETS**
| | | December 31, | | | December 31, | | |
| | | 2024 | | | 2023 | | |
| | | | | | | | |
| ASSETS | | | | | | | |
| Current Assets: | | | | | | | |
| Cash | | $ | 137,470 | | | $ | 60,776 | | |
| Inventory | | | 19,115 | | | | 15,281 | | |
| Security deposit | | | 2,500 | | | | 2,500 | | |
| Prepaid expense | | | 100,000 | | | | 10,000 | | |
| Other receivable | | | 2,800 | | | | - | | |
| Total Current Assets | | | 261,885 | | | | 88,557 | | |
| | | | | | | | | | |
| License and patent, net | | | - | | | | 15,441 | | |
| TOTAL ASSETS | | $ | 261,885 | | | $ | 103,998 | | |
| | | | | | | | | | |
| LIABILITIES AND STOCKHOLDERS DEFICIT | | | | | | | | | |
| Current Liabilities: | | | | | | | | | |
| Accounts payable and accrued liabilities | | | 179,428 | | | | 443,579 | | |
| Derivative liabilities | | | 1,053,249 | | | | 977,872 | | |
| Convertible notes - net of discount of $0 and $52,592 | | | 311,000 | | | | 321,658 | | |
| Notes Payable | | | 32,096 | | | | - | | |
| Note payable - related party | | | | | | | 7,520 | | |
| Stock Payable | | | 150,000 | | | | - | | |
| Total Current Liabilities | | | 1,725,803 | | | | 1,750,629 | | |
| | | | | | | | | | |
| Total Liabilities | | | 1,725,803 | | | | 1,750,629 | | |
| | | | | | | | | | |
| Stockholders Deficit: | | | | | | | | | |
| Preferred stock, ($0.0001 par value, 10,000,000 shares authorized; | | | | | | | | | |
| Series A Preferred Stock 4,000,000 shares designated; 11,167 and 9,500 issued and outstanding as of December 31, 2024 and December 31, 2023, respectively | | | 1 | | | | 1 | | |
| Series B Preferred Stock 5,000,000 shares designated; 9,667 and 7,500 share issued and outstanding as of December 31, 2024 and December 31, 2023, respectively | | | 1 | | | | 1 | | |
| Series C Preferred Stock 1,000,000 shares designated; 1,000,000 and 0 share issued and outstanding as of December 31, 2024 and December 31, 2023, respectively | | | 100 | | | | - | | |
| Series D Preferred Stock 20,000,000 shares designated; 72,687 and 0 share issued and outstanding as of December 31, 2024 and December 31, 2023, respectively | | | 7 | | | | - | | |
| Common stock ($0.0001 par value, 1,250,000,000 shares authorized; 8,215,426 and 5,971,728 shares issued and outstanding as of December 31, 2024 and December 31, 2023, and 66 issuable, respectively) | | | 821 | | | | 597 | | |
| Additional paid-in capital | | | 7,704,343 | | | | 6,616,915 | | |
| Subscription receivable | | | (5,885 | ) | | | - | | |
| Accumulated deficit | | | (9,163,306 | ) | | | (8,264,145 | ) | |
| Total Stockholders Deficit | | | (1,463,918 | ) | | | (1,646,631 | ) | |
| TOTAL LIABILITIES AND STOCKHOLDERS DEFICIT | | $ | 261,885 | | | $ | 103,998 | | |
The accompanying notes are an integral part of these consolidated financial statements.
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**BIOADAPTIVES, INC.**
**CONSOLIDATED STATEMENTSOFOPERATIONSANDCOMPREHENSIVELOSS**
| | | Year ended | | |
| | | December 31, | | |
| | | 2024 | | | 2023 | | |
| | | | | | | | |
| Revenues | | $ | 12,669 | | | $ | 28,565 | | |
| Cost of revenue | | | 8,639 | | | | 17,746 | | |
| Gross Profit | | | 4,030 | | | | 10,819 | | |
| | | | | | | | | | |
| Operating Expenses | | | | | | | | | |
| General and administrative | | | 335,306 | | | | 101,478 | | |
| Professional fees | | | 169,523 | | | | 110,088 | | |
| Impairment of inventory | | | 81,350 | | | | - | | |
| Amortization and impairment loss of license and patent | | | 19,941 | | | | 28,174 | | |
| Total Operating Expenses | | | 606,120 | | | | 239,740 | | |
| | | | | | | | | | |
| Loss from operations | | | (602,090 | ) | | | (228,921 | ) | |
| | | | | | | | | | |
| Other Income (Expense) | | | | | | | | | |
| Other income | | | 4,950 | | | | - | | |
| Unrealized loss on marketable securities | | | - | | | | (42 | ) | |
| Interest expense | | | (91,978 | ) | | | (162,891 | ) | |
| Change in fair value of derivative liabilities | | | (210,043 | ) | | | (307,412 | ) | |
| Loss on settlement of debt | | | - | | | | (13,200 | ) | |
| Total Other Income (Expense) | | | (297,071 | ) | | | (483,545 | ) | |
| | | | | | | | | | |
| Loss before income taxes | | | (904,761 | ) | | | (712,466 | ) | |
| | | | | | | | | | |
| Net Loss | | $ | (899,161 | ) | | $ | (712,466 | ) | |
| | | | | | | | | | |
| Net Loss Per Common Share: | | | | | | | | | |
| Basic and Diluted | | $ | (0.11 | ) | | $ | (0.12 | ) | |
| | | | | | | | | | |
| Weighted Average Number of Common Shares Outstanding: | | | | | | | | | |
| Basic and Diluted | | | 8,215,426 | | | | 5,971,728 | | |
The accompanying notes are an integral part of these consolidated financial statements.
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| F-4 | |
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| Table of Contents | |
**BIOADAPTIVES, INC.**
**CONSOLIDATEDSTATEMENTOFSTOCKHOLDERSDEFICIT**
| | | | | | | | | | | | | | | | | | Additional | | | | | | | | | | | |
| | | Series A Preferred stock | | | Series B Preferred stock | | | Series C Preferred stock | | | Series D Preferred stock | | | Common stock | | | paid-in | | | Subscription | | | Accumulated | | | | | |
| | | Shares | | | Amount | | | Shares | | | Amount | | | Shares | | | Amount | | | Shares | | | Amount | | | Shares | | | Amount | | | capital | | | receivable | | | Deficit | | | Total | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Balance, December 31, 2022 | | | 5,333 | | | $ | 1 | | | | - | | | $ | - | | | | - | | | $ | - | | | | - | | | $ | - | | | | 1,683,704 | | | $ | 168 | | | $ | 6,100,009 | | | $ | - | | | $ | (7,551,679 | ) | | $ | (1,451,501 | ) | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | - | | | | | | | | | | |
| Series A preferred stock issued for license fee | | | 4,167 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 22,625 | | | | - | | | | - | | | | 22,625 | | |
| Series B preferred stock issued for license fee | | | - | | | | - | | | | 5,000 | | | | 1 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 17,999 | | | | - | | | | - | | | | 18,000 | | |
| Series B preferred stock issued for settlement of debt - related party | | | - | | | | - | | | | 2,500 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 16,500 | | | | - | | | | - | | | | 16,500 | | |
| Common stock issued for cash | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 1,333,328 | | | | 133 | | | | 177,967 | | | | - | | | | - | | | | 178,100 | | |
| Common stock issued for conversion of debt | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 2,954,696 | | | | 296 | | | | 281,815 | | | | - | | | | - | | | | 282,111 | | |
| Net loss for the period | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | (712,466 | ) | | | (712,466 | ) | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Balance, December 31, 2023 | | | 9,500 | | | $ | 1 | | | | 7,500 | | | $ | 1 | | | | - | | | $ | - | | | | - | | | $ | - | | | | 5,971,728 | | | $ | 597 | | | $ | 6,616,915 | | | $ | - | | | $ | (8,264,145 | ) | | $ | (1,646,631 | ) | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Series A preferred stock issued for license fee | | | 1,667 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 1,500 | | | | - | | | | - | | | | 1,500 | | |
| Series B preferred stock issued for license fee | | | - | | | | - | | | | 1,667 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 3,000 | | | | - | | | | - | | | | 3,000 | | |
| Series B preferred stock issued for settlement of debt - related party | | | - | | | | - | | | | 500 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 1,500 | | | | - | | | | - | | | | 1,500 | | |
| Series C preferred stock issued for purchase of inventory | | | - | | | | - | | | | - | | | | - | | | | 1,000,000 | | | | 100 | | | | - | | | | - | | | | - | | | | - | | | | 59,900 | | | | - | | | | - | | | | 60,000 | | |
| Series D preferred stock issued for conversion of common stock | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 50,000 | | | | 5 | | | | - | | | | - | | | | 299,995 | | | | (5885 | ) | | | - | | | | 294,115 | | |
| Series D preferred stock issued for compensation | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 22,687 | | | | 2 | | | | - | | | | - | | | | 208,869 | | | | - | | | | - | | | | 208,871 | | |
| Common stock issued for conversion of debt | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 2,239,794 | | | | 225 | | | | 202,419 | | | | (5,885 | ) | | | - | | | | 202,643 | | |
| Reverse split adjustment Debt Forgiveness | | | -- | | | | -- | | | | -- | | | | -- | | | | -- | | | | -- | | | | -- | | | | -- | | | 04 | | | | - | | | | 310,245 | | | | - | | | | - | | | | 310245 | | |
| Net loss for the period | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | (899,161 | ) | | | (899,161 | ) | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Balance, December 31, 2024 | | | 11,167 | | | $ | 1 | | | | 9,667 | | | $ | 1 | | | | 1,000,000 | | | $ | 100 | | | | 72,687 | | | $ | 7 | | | | 8,215,426 | | | $ | 8,221 | | | $ | 7,704,343 | | | $ | (5,885 | ) | | $ | (9,163,306 | ) | | $ | (1,463,918 | ) | |
The accompanying notes are an integral part of these consolidated financial statements.
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| F-5 | |
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| Table of Contents | |
**BIOADAPTIVES, INC.**
**CONSOLIDATED STATEMENTS OF CASH FLOW**
| | | Year ended | | |
| | | December 31, | | |
| | | 2024 | | | 2023 | | |
| CASH FLOWS FROM OPERATING ACTIVITIES | | | | | | | |
| Net loss | | $ | (899,161 | ) | | $ | (712,466 | ) | |
| Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | | | |
| Change in fair value of derivative liabilities | | | 210,043 | | | | 307,412 | | |
| Impairment of patent | | | 18,000 | | | | - | | |
| Impairment of inventory | | | 81,350 | | | | - | | |
| Amortization of license and patent | | | 1,941 | | | | 28,174 | | |
| Amortization of debt discount | | | 52,592 | | | | 119,555 | | |
| Management Compensation | | | 208,871 | | | | - | | |
| Loss on settlement of debt | | | - | | | | 13,200 | | |
| Unrealized (gain) loss on investments in marketable securities | | | - | | | | 42 | | |
| Changes in operating assets and liabilities: | | | | | | | | | |
| Inventory | | | (25,184 | ) | | | (6,404 | ) | |
| Security deposit | | | - | | | | (2,500 | ) | |
| Prepaid expense and other current assets | | | 57,200 | | | | (10,000 | ) | |
| Accounts payable and accrued liabilities | | | 44,831 | | | | 39,684 | | |
| Due to related party | | | - | | | | (470 | ) | |
| Net Cash Used in Operating Activities | | | (249,517 | ) | | | (223,773 | ) | |
| | | | | | | | | | |
| CASH FLOWS FROM FINANCING ACTIVITIES | | | | | | | | | |
| Proceeds from issuance for common stock | | | - | | | | 178,100 | | |
| Proceed from related party | | | - | | | | 51,044 | | |
| Repayment to related party | | | - | | | | (50,000 | ) | |
| Proceeds from notes payable | | | 32,096 | | | | - | | |
| Proceeds from convertible notes | | | - | | | | 80,000 | | |
| Proceeds from issuance for preferred stock | | | 294,115 | | | | - | | |
| Net Cash Provided by Financing Activities | | | 326,211 | | | | 259,144 | | |
| | | | | | | | | | |
| Net change in cash | | | 76,694 | | | | 35,371 | | |
| Cash at beginning of period | | | 60,776 | | | | 25,405 | | |
| Cash at end of period | | $ | 137,470 | | | $ | 60,776 | | |
| | | | | | | | | | |
| SUPPLEMENTAL CASH FLOW INFORMATION: | | | | | | | | | |
| Cash paid for income taxes | | $ | - | | | $ | - | | |
| Cash paid for interest | | $ | - | | | $ | - | | |
| | | | | | | | | | |
| NON-CASH INVESTING AND FINANCING ACTIVITIES | | | | | | | | | |
| Derivative liability recognized as debt discount | | $ | - | | | $ | 150,000 | | |
| Issuance of common stock for conversion of debt | | $ | 202,643 | | | $ | 282,111 | | |
| Issuance of Series A preferred stock for license fee | | $ | 1,500 | | | $ | 22,625 | | |
| Issuance of Series B preferred stock for license fee | | $ | 3,000 | | | $ | 18,000 | | |
| Issuance of Series B preferred stock for settlement of debt - related party | | $ | 1,500 | | | $ | 16,500 | | |
| Issuance of Series C preferred stock for purchase of inventory | | $ | 60,000 | | | $ | - | | |
| Stock payable for consulting service | | $ | 150,000 | | | $ | - | | |
| Debt Forgiveness | | $ | 310,245 | | | $ | | |
The accompanying notes are an integral part of these consolidated financial statements.
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| F-6 | |
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| Table of Contents | |
**BIOADAPTIVES, INC.**
**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**
**1.DESCRIPTION OF BUSINESS AND HISTORY**
Description of business
BioAdaptives, Inc. (BioAdaptives or the Company) was incorporated in Delaware on April 19, 2013, under the name Apex 8, Inc. Shortly afterwards, the Companys control person sold his interest; new owners appointed management and changed its name to BioAdaptives, Inc. BioAdaptives core business is to investigate, market and distribute natural plant, fungi, and algal based products and medical devices that improve health and wellness for humans and animals, with an emphasis on pain relief, anti-viral function, and anti-aging properties.
The Companys corporate office is located at 2620 Regatta Drive, Suite 102, Las Vegas, NV 89128.
Reverse stock split
On November 20, 2024, the Company, filed with the Secretary of State of the State of Nevada, a Certificate of Change, pursuant to Nevada Revised Statutes 78.209, to effect a one-for-three hundred (1-for-300) reverse stock split (the Reverse Stock Split) of the Companys issued and outstanding Common Stock, par value $0.001per share. The Reverse Stock Split was effective as of November 21, 2024. This reverse stock split affected the voting rate and conversion rate of Preferred Stock except for Series C Preferred Stock.
All share and per share information in these financial statements retroactively reflect this reverse stock split.
Stock Dividend
On December 2, 2024, the Company approved the issuance of stock dividends. Each Common Stockholder received one (1) additional share of Common Stock for each share owned. The Company account for this stock dividend as forward stock split
All share and per share information in these financial statements retroactively reflect this stock dividend.
**2.SUMMARY OF SIGNIFICANT POLICIES**
Basis of Presentation
The Company represents its consolidated financial statements were prepared in accordance with US GAAP and the rules of the Securities and Exchange Commission and that, 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 are historical and not necessarily indicative of the results to be expected for any future period.
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.
Cash and cash equivalents
Cash and cash equivalents consist of cash and short-term investments with original maturities of less than 90 days. Cash equivalents are placed with high-credit-quality financial institutions and are primarily in money market funds. The carrying value of those investments approximates fair value. As of December 31, 2024, and 2023, the Company had $261,885and $88,557 cash equivalents, respectively.
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| F-7 | |
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| Table of Contents | |
Accounts Receivable and Allowance for Uncollectible Accounts
Substantially all of the Companys accounts receivable balance is related to trade receivables. Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Companys best estimate of the amount of probable credit losses in its existing accounts receivable. The Company reviews its allowance for doubtful accounts daily and past due balances and a specified amount are reviewed individually for collectability. Account balances are charged off after all means of collection have been exhausted and the potential for recovery is considered remote. During the years ended December 31, 2024 and 2023, the Company did not record bad debt expense.
Investment Securities
Equity securities are classified as available for sale. All available for sale securities are classified as current assets as they are available to support the Companys current operating needs in the next 12 months.
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 has a fair value less than the book value is reviewed on a quarterly basis by management. Management considers at a minimum the following factors that, both individually or 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.
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 of December 31, 2024 and 2023, the Company had finished goods of $19,115 and $15,281, respectively, and determined that no reserve was required.
Intangible assets
Intangible assets with an indefinite life are not amortized and are tested for impairment annually or more frequently if events or changes in circumstances indicate that they might be impaired.
Intangible assets with finite lives are initially recorded at cost and amortized on a straight-line basis over the estimated economic useful lives of the respective assets.
We evaluate the recoverability of intangible assets periodically by taking into account events or circumstances that may warrant revised estimates of useful lives or that indicate the asset may be impaired.
Financial Instruments and Fair Value Measurements
As defined in ASC 820 Fair Value Measurements, fair value is 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 the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The Company classifies fair value balances based on the observability of those inputs. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement).
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| F-8 | |
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| Table of Contents | |
The following table summarizes fair value measurements by level as of December 31, 2024 and 2023, measured at fair value on a recurring basis:
| | | Total Carrying Value as of December 31, | | | Quoted Market Prices in Active Markets | | | Significant Other Observable Inputs | | | Significant Unobservable Inputs | | |
| | | 2024 | | | (Level 1) | | | (Level 2) | | | (Level 3) | | |
| Assets: | | | | | | | | | | | | | |
| EquitySecurities | | $ | - | | | $ | - | | | $ | - | | | $ | - | | |
| | | | | | | | | | | | | | | | | | |
| Liabilities | | | | | | | | | | | | | | | | | |
| Derivative liabilities | | $ | 1,053,249 | | | $ | - | | | $ | - | | | $ | 1,053,249 | | |
| | | Total Carrying Value as of December 31, | | | Quoted Market Prices in Active Markets | | | Significant Other Observable Inputs | | | Significant Unobservable Inputs | | |
| | | 2023 | | | (Level 1) | | | (Level 2) | | | (Level 3) | | |
| Assets: | | | | | | | | | | | | | |
| EquitySecurities | | $ | - | | | $ | - | | | $ | - | | | $ | - | | |
| | | | | | | | | | | | | | | | | | |
| Liabilities | | | | | | | | | | | | | | | | | |
| Derivative liabilities | | $ | 977,872 | | | $ | - | | | $ | - | | | $ | 977,872 | | |
Derivative Financial Instruments
The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. We evaluate all of our financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company used a Black Scholes valuation model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.
Revenue recognition
Revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:
| | | identify the contract with a customer; | |
| | | identify the performance obligations in the contract; | |
| | | determine the transaction price; | |
| | | allocate the transaction price to performance obligations in the contract; and | |
| | | recognize revenue as the performance obligation is satisfied. | |
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| F-9 | |
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| Table of Contents | |
Cost of revenue
Cost of revenue includes the inventory purchased from a related party.
Stock-based compensation
The Company accounts for stock-based compensation arrangements with employees, nonemployee directors and consultants using a fair value method, which requires the recognition of compensation expense for costs related to all stock-based payments, including stock options, on a straight-line basis over the requisite service period in the Companys consolidated statements of operations. The fair value method requires the Company to estimate the fair value of stock-based payment awards on the date of grant.
Concentration of credit risk
Financial instruments that potentially expose the Company to significant concentrations of credit risk consist principally of cash. The Company places its cash with financial institutions with high credit ratings.
Income taxes
The Company records income taxes under the asset and liability method, whereby deferred tax assets and liabilities are recognized based on the future tax consequences attributable to temporary differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and attributable to operating loss and tax credit carryforwards. Accounting standards regarding income taxes require a reduction of the carrying amounts of deferred tax assets by a valuation allowance, if based on the available evidence, it is more likely than not that such assets will not be realized. Accordingly, the need to establish valuation allowances for deferred tax assets is assessed at each reporting period based on a more- likely-than-not realization threshold. This assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, the duration of statutory carryforward periods, the Companys experience with operating loss and tax credit carryforwards not expiring unused, and tax planning alternatives.
The Company recorded valuation allowances on the net deferred tax assets. Management will reassess the realization of deferred tax assets based on the accounting standards for income taxes each reporting period. To the extent that the financial results of operations improve, and it becomes more likely than not that the deferred tax assets are realizable, the Company will be able to reduce the valuation allowance.
Significant judgment is required in evaluating the Companys tax positions and determining its provision for income taxes. During the ordinary course of business, there are many transactions and calculations for which the ultimate tax determination is uncertain. Accounting standards regarding uncertainty in income taxes provides a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount which is more than 50% likely, based solely on the technical merits, of being sustained on examinations. The Company considers many factors when evaluating and estimating its tax positions and tax benefits, which may require periodic adjustments, and which may not accurately anticipate actual outcomes.
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 had been issued.
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| F-10 | |
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| Table of Contents | |
For the years ended December 31, 2024 and 2023, the following common stock equivalents were excluded from the computation of diluted net loss per share as the result of the computation was anti-dilutive.
| | | December 31, | | | December 31, | | |
| | | 2024 | | | 2023 | | |
| | | (Shares) | | | (Shares) | | |
| Series A Preferred Stock | | | 55,833 | | | | 47,500 | | |
| Series B Preferred Stock | | | 96,667 | | | | 75,000 | | |
| Series C Preferred Stock | | | 100,000,000 | | | | - | | |
| Series D Preferred Stock | | | 4,792,339 | | | | - | | |
| Convertible notes | | | 6,185,001 | | | | 2,873,921 | | |
| Total | | | 111,129,840 | | | | 2,996,421 | | |
Lease
The Company leases office space for corporate activities.
In accordance with ASC 842, *Leases,***we determine if an arrangement is a lease at inception.
The office lease meets the definition of a short-term lease because the lease term is 12 months or less. Consequently, consistent with Companys accounting policy election, the Company does not recognize the right-of-use asset and the lease liability arising from this lease.
**Recent Accounting Pronouncements**
In June 2022, the FASB issued ASU 2022-03, ASC Subtopic Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. These amendments clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The amendments in this update are effective for public business entities for fiscal years, including interim periods within those fiscal years, beginning after December 15, 2023. Early adoption is permitted. The Company is currently assessing the impact of the adoption of this standard on its consolidated financial statements.
**3. GOING CONCERN**
The accompanying 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 $9,163,306 as of December 31, 2024. The Company requires capital for its contemplated operational and marketing activities. The Companys ability to raise additional capital through the future issuances of common stock is unknown. Obtaining additional financing, successful development of the Companys contemplated plan of operations, and the transition, ultimately, to profitable operations are necessary for the Company to continue operations. The ability to successfully resolve these factors raises substantial doubt about the Companys ability to continue as a going concern. The 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.
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| F-11 | |
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| Table of Contents | |
**4. PREPAID EXPENSE**
In November 2024, the Company entered into a consulting agreement with six months term. The Company shall pay $150,000 as a one-time compensation for consulting services upon execution of the agreement. Additionally, the Company will pay consulting fee of $5,000 per month. During the year ended December 31, 2024, the Company recorded consulting expense of $55,000.
As of December 31, 2024 and 2023, the Company recorded prepaid expense of $100,000 and $10,000 as prepaid profession fee, and stock payable of $150,000 for one-time compensation and $0, respectively.
**5. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES**
Accounts payable and accrued liabilities aa of December 31, 2024 and 2023 consists of the following:
| | | December 31, | | | December 31, | | |
| | | 2024 | | | 2023 | | |
| Accounts payable | | $ | 5,999 | | | $ | 3,283 | | |
| Accrued salary for a former chief financial office | | | - | | | | 300,000 | | |
| Accrued interest | | | 172,438 | | | | 139,277 | | |
| Accrued liabilities | | | 1,021 | | | | 1,019 | | |
| | | $ | 179,458 | | | $ | 443,579 | | |
**6. CONVERTIBLE NOTES**
Convertible notes as of December 31, 2024 and 2023 consist of the following:
| | | December 31, | | | December 31, | | |
| | | 2024 | | | 2023 | | |
| Convertible Notes - originated in April 2018 | | $ | 95,000 | | | $ | 95,000 | | |
| Convertible Notes - originated in June 2018 | | | 166,000 | | | | 166,000 | | |
| Convertible Notes - originated in October 2018 | | | 50,000 | | | | 50,000 | | |
| Convertible Notes - issued fiscal year 2023 | | | - | | | | 63,250 | | |
| Total convertible notes payable | | | 311,000 | | | | 374,250 | | |
| | | | | | | | | | |
| Less: Unamortized debt discount | | | - | | | | (52,592 | ) | |
| Total convertible notes | | | 311,000 | | | | 321,658 | | |
| | | | | | | | | | |
| Less: current portion of convertible notes | | | 311,000 | | | | 321,658 | | |
| Long-term convertible notes | | $ | - | | | $ | - | | |
For the years ended December 31, 2024 and 2023, the interest expense on convertible notes was $38,278 and $43,062, respectively. As of December 31, 2024 and 2023, the accrued interest was $171,507 and $137,955, respectively.
The Company recognized amortization expense related to the debt discount of $52,592 and $119,555 for the years ended December 31, 2024 and 2023, respectively, which is included in interest expense in the statements of operation.
*Conversion*
During the year ended December 31, 2024, the Company converted notes with principal amounts of $63,250and accrued interest of $4,726into2,239,792shares of common stock. The corresponding derivative liability at the date of conversion of $134,666was credited to additional paid in capital.
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During the year ended December 31, 2023, the Company converted notes with principal amounts of $109,690and accrued interest of $6,026into1,477,352shares of common stock. The corresponding derivative liability at the date of conversion of $166,396was credited to additional paid in capital.
*Convertible Notes Issued during the year ended December 31, 2018*
During the year ended December 31, 2018, the Company issued a total principal amount of $426,000in convertible notes for cash proceeds of $426,000. The convertible notes were also provided with a total of713common shares valued at $22,210. The terms of these convertible notes are summarized as follows:
| | | Term two years; | |
| | | | |
| | | Annual interest rates12%; | |
| | | | |
| | | Convertible at the option of the holders at any time | |
| | | | |
| | | Conversion prices are based on 50% discount to market value for the common stock based on a 4-week weekly average of the closing price. | |
*Convertible Notes - Issued during the year ended December 31, 2023*
During the year ended December 31, 2023, the Company issued a total principal amount of $94,500in convertible notes for cash proceeds of $80,000. The convertible notes were also provided with a total of1,477,352common shares valued at $282,111. The terms of convertible notes are summarized as follows:
| | | Term one year; | |
| | | | |
| | | Annual interest rates10%; | |
| | | | |
| | | Convertible at any time | |
| | | | |
| | | Conversion prices are based on 39% discount to the lowest trading price during the 20-trading day period ending on the latest complete training day prior to the conversion date. | |
The Company valued the conversion feature using the Black-Scholes pricing model. The fair value of the derivative liability for all the notes that became convertible, including the notes issued in prior years, during the year ended December 31, 2023, amounted to $728,213, and $150,000 of the value assigned to the derivative liability was recognized as a debt discount to the notes while the balance of $578,213 was recognized as a day 1 derivative loss.
**7. DERIVATIVE LIABILITIES**
The Company analyzed the conversion option for derivative accounting consideration under ASC 815, Derivatives and Hedging, and hedging, and determined that the instrument should be classified as a liability since the conversion option becomes effective at issuance resulting in there being no explicit limit to the number of shares to be delivered upon settlement of the above conversion options. The Company accounts for warrants as a derivative liability due to there being no explicit limit to the number of shares to be delivered upon settlement of all conversion options.
*Fair Value Assumptions Used in Accounting for Derivative Liabilities.*
ASC 815 requires us to assess the fair market value of derivative liability at the end of each reporting period and recognize any change in the fair market value as other income or expense item.
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The Company determined our derivative liabilities to be a Level 3 fair value measurement and used the Black-Scholes pricing model to calculate the fair value as of December 31, 2024. The Black-Scholes model requires six basic data inputs: the exercise or strike price, time to expiration, the risk-free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate. Changes to these inputs could produce a significantly higher or lower fair value measurement. The fair value of each convertible note is estimated using the Black-Scholes valuation model.
For the years ended December 31, 2024 and 2023, the estimated fair values of the liabilities measured on a recurring basis are as follows:
| | | Years ended | | | Year ended | | |
| | | December 31, | | | December 31, | | |
| | | 2024 | | | 2023 | | |
| Expected term | | 0.22- 0.46years | | | 0.18- 1.00years | | |
| Expected average volatility | | 231% - 294 | % | | 141% - 288 | % | |
| Expected dividend yield | | | - | | | | - | | |
| Risk-free interest rate | | 5.25% - 5.48 | % | | 4.76% - 5.53 | % | |
The following table summarizes the changes in the derivative liabilities during the years ended December 31, 2024 and 2023.
| Fair Value Measurements Using Significant Observable Inputs (Level 3) | | |
| | | | | |
| Balance - December 31, 2022 | | $ | 686,856 | | |
| | | | | | |
| Addition of new derivatives recognized as debt discounts | | | 150,000 | | |
| Addition of new derivatives recognized as loss on derivatives | | | 578,213 | | |
| Settled on issuance of common stock | | | (166,396 | ) | |
| (Gain) loss on change in fair value of the derivative | | | (270,801 | ) | |
| Balance - December 31, 2023 | | $ | 977,872 | | |
| | | | | | |
| Settled on issuance of common stock | | | (134,666 | ) | |
| (Gain) loss on change in fair value of the derivative | | | 210,043 | | |
| Balance - December 31, 2024 | | $ | 1,053,249 | | |
The aggregate (gain) loss on derivatives during the years ended December 31, 2024 and 2023 was as follows.
| | | Years ended | | |
| | | December 31, | | |
| | | 2024 | | | 2023 | | |
| Day one loss due to derivative liabilities on convertible notes | | $ | - | | | $ | 578,213 | | |
| (Gain) loss on change in fair value of the derivative liabilities | | | 210,043 | | | | (586,857 | ) | |
| | | $ | 210,043 | | | $ | (8,644 | ) | |
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**8.STOCKHOLDERS EQUITY**
Preferred Stock
On March 13, 2025, the increase in number of preferred shares from 10,000,000 to 31,000,000 having the par value of 0.0001 per share was authorized by written consent of the holders of a majority of our outstanding voting stock.
On January 24, 2022, the Board of Directors of the Companys, approved for an increase in the number of authorized shares of the Companys preferred stock from2,500,000shares to5,000,000shares.
The Company is authorized to issue10,000,000shares of $0.001par value preferred stock, of which4,000,000have been designated as Series A Preferred Stock, 5,000,000have been designated as Series B Preferred Stock, 1,000,000 have been designated as Series C Preferred Stock and 4,000,000 have been designated as Series D Preferred Stock.
Series A Preferred Stock
On February 6, 2020, the Company established its Series A Preferred Stock, par value$0.001, by filing a Certificate of Designation with the Delaware Secretary of State. The Companys board exercised blank check authority to establish classes of preferred stock without approval by shareholders under provision of its original Articles of Incorporation and has designated4,000,000shares of Series A Preferred Stock.
The Company may use the Series A Preferred Stock for purpose of asset acquisition or in satisfaction of recognized debt; they are not otherwise available for sale. The Series A Preferred Stock have enhanced voting privileges under certain circumstances; the collective right to appoint elect one director, at the Holders option; and conversion-to-common rightsat a 5:1 ratio.
During the year ended December 31, 2024, the Company issued 500,000 shares of Series A Preferred Stock valued at $1,500 for license fee.
There are 11,167 and 2,850,000 shares of Series A shares issued as of December 31, 2024 and 2023, respectively.
Series B Preferred Stock
On January 24, 2022, the Company established its Series B Preferred Stock, par value$0.0001, by filing a Certificate of Designation with the Delaware Secretary of State. The Companys board exercised blank check authority to establish classes of preferred stock without approval by shareholders under provision of its original Articles of Incorporation and has designated5,000,000shares of Series B Preferred Stock.
The Company may use the Series B Preferred Stock for purpose of asset acquisition or in satisfaction of recognized debt; they are not otherwise available for sale. The Series B Preferred Stock have enhanced voting privileges (10:1); the collective right to appoint elect one director, at the Holders option; and conversion-to-common rightsat a 10:1 ratio.
During the year ended December 31, 2024, the Company issued1,667shares of Series B Preferred Stock valued at $3,000for license fee.
During the year ended December 31, 2024, the Company issued500shares of Series B Preferred Stock valued at $1,500for settlement of note payable related party and interest of $860 and $640, respectively.
As of December 31, 2024 and 2023, 9,667and7,500 shares of Series B Preferred Stock are issued and outstanding, respectively.
Series C Preferred Stock
On January 24, 2022, the Company established its Series C Preferred Stock, par value$0.0001, by filing a Certificate of Designation with the Delaware Secretary of State. The Companys board exercised blank check authority to establish classes of preferred stock without approval by shareholders under provision of its original Articles of Incorporation and has designated1,000,000shares of Series C Preferred Stock.
The Company may use the Series C Preferred Stock for purpose of asset acquisition or in satisfaction of recognized debt; they are not otherwise available for sale. The Series C Preferred Stock have enhanced voting privileges (1000:1); the collective right to appoint elect one director, at the Holders option; and conversion-to-common rightsat a 100:1 ratio.
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During the year ended December 31, 2024, the Company issued1,000,000shares of Series C Preferred Stock valued at $60,000for purchase of inventory.
As of December 31, 2024 and December 31, 2023,1,000,000 shares and 0 shares of Series C Preferred Stock are issued and outstanding, respectively.
Series D Preferred Stock
On July 4, 2024, the Company established its Series D Preferred Stock, par value$0.0001, by filing a Certificate of Designation with the Delaware Secretary of State. The Companys board exercised blank check authority to establish classes of preferred stock without approval by shareholders under provision of its original Articles of Incorporation and has designated4,000,000shares of Series D Preferred Stock.
The may convert the Series D Preferred Stock to Common Stock at a rate of 100 shares of common stock for each share of Series D Preferred Stock. Each Series D Preferred Stock carries the voting rights equal to 100 shares of Common Stock.
During the year ended December 31, 2024, the Company issued16,667shares of Series D Preferred Stock for cash valued at $100,000 to Gimhana Dissanayake and John Keener.
During the year ended December 31, 2024, the Company issued33,333shares of Series D Preferred Stock for cash valued at $200,000 to Mary Wilkins. The Company received $194,115, $19,115 of which is related to inventory purchased from a vendor paid on behalf of the Company. The remaining $5,885 is classified as subscription receivable as of December 31, 2024.
During the year ended December 31, 2024, the Company issued22,687shares of Series D Preferred Stock for compensation of James Keener and Gimhana Dissanayake valued at $208,871.
As of December 31, 2024 and 2023,72,687and0shares of Series D Preferred Stock are issued and outstanding, respectively.
Common Stock
On March 7, 2023, the Company amended its articles of incorporation to increase its authorized common shares from750,000,000to1,250,000,000; this increase will be effective March 27, 2023.
As of December 31, 2024 and 2023, there were4,107,680 and 5,971,728 shares of the Companys common stock issued and outstanding, respectively. In addition, as of December 31, 2024 and 2023, there were 66 shares of the Companys common stock issuable
*Fiscal year 2024*
During the year ended December 31, 2024, the Company issuedCommon shares as follows;
| | | 2,239,794shares of common stock valued at $202,643for conversion of debt. | |
| | | Reverse stock split adjustment of 3,904. | |
*Fiscal year 2023*
During the year ended December 31, 2023, the Company issuedCommon shares as follows;
| | | 2,954,696shares of common stock valued at $282,112for conversion of debt. | |
| | | 1,333,328shares of common stock at $0.001per share, net of offering cost of $21,900. | |
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**9.RELATED PARTY TRANSACTIONS**
Notes payable related party
During the year ended December 31, 2024 and 2023, the Company repaid notes payable to a related party of $860 and $0 and recognized interest of $177 and $273, respectively.
During the year ended December 31. 2024, notes payable to a related party of $4283 and accrued interest of $856 were forgiven.
As of December 31, 2024 and 2023, the Company recorded notes payable - related party of $4,283 and $5,144and accrued interest of $856 and $1,320, respectively. The note is a4% interest bearing promissory note that the term is 1 year.
Due to related party
During the year ended December 31, 2024, accounts payable of $2,729 was paid by a related party and due to related party of $5106 was forgiven
As of December 31, 2024, and 2023, the Company owed Dr. Edward E. Jacobs, M.D.,$0.0 and $2,377 respectively
Employee agreements
In May 2024, the Company entered into an employment agreement as our chief executive officer. The Company agrees to pay a salary of $300,000 per annum. During the year ended December 31, 2024, the Company recorded payroll expense of $158,871 and the Company issued 18,062 shares of Series D Preferred Stock for payroll.
In May 2024, the Company entered into an employment agreement as our director with a one-year term. The Company agrees to pay a salary of $5,000 per month. During the year ended December 31, 2024, the Company recorded payroll expense of $50,000 and the Company issued 4,625 shares of Series D Preferred Stock for payroll.
License and patent
As of December 31, 2024 and 2023, License and patent consist of the following:
| | | December 31, | | | December 31, | | |
| | | 2024 | | | 2023 | | |
| License | | $ | 24,500 | | | $ | 20,000 | | |
| Patent | | | - | | | | 5,429 | | |
| | | | 24,500 | | | | 25,429 | | |
| Accumulated amortization | | | (24,500 | ) | | | (9,988 | ) | |
| | | $ | - | | | $ | 15,441 | | |
The term of licenses is a range from 1 to 3 years for certain products. The Company agrees to pay a royalty on sales of the Products during the term of licensees equivalent to 2 5% of gross product sales amounts (GPSA). Such royalty shall be payable only after the Licensor attains a GPSA of $20,000 to $30,000 in any calendar month and shall be payable on the entire GPSA for such period.
For the year ended December 31, 2024 and 2023, the Company recorded amortization expense of $1,941 and $28,174 and impairment loss $18,000 and $0, respectively.
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**10****.PROVISION FOR INCOME TAXES**
The Company provides for income taxes under ASC 740, Income*Taxes.*Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax basis of assets and liabilities and the tax rates in effect when these differences are expected to reverse. A valuation 
allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.
The provision for income taxes differs from the amounts which would be provided by applying the statutory federal income tax rate of 21% to the net loss before provision for income taxes for the following reasons:
| | | December 31, | | | December 31, | | |
| | | 2024 | | | 2023 | | |
| Net operating loss | | $ | (133,670 | ) | | $ | (59,955 | ) | |
| Valuation allowance | | | 133,670 | | | | 59,955 | | |
| Income tax expense per books | | $ | - | | | $ | - | | |
The cumulative tax effect at the expected rate of 21% of significant items comprising our net deferred tax amount is as follows:
| | | December 31, | | | December 31, | | |
| | | 2024 | | | 2023 | | |
| NOL Carryover | | $ | 718,837 | | | $ | 585,167 | | |
| Valuation allowance | | | (718,837 | ) | | | (585,167 | ) | |
| Net deferred tax asset | | $ | - | | | $ | - | | |
Due to the change in ownership provisions of the Income Tax laws of the United States of America, net operating loss carry forwards of approximately $3,423,000 for federal income tax reporting purposes are subject to annual limitations. When a change in ownership occurs, net operating loss carry forwards may be limited to use in future years.
**11. COMMITMENTS AND CONTINGENCIES**
Short-term Leases
The Company has not entered into any long-term leases, contracts, or commitments. In November 2023, the Company leased an office for a month-to-month term. As of December 31, 2024, the Company incurred rent expense of $2,132. The Company recorded a security deposit of $2,500 as of December 31, 2024, and 2023.
**12. SUBSEQUENT EVENTS**
On January 31, 2025, the Company issued 500,000 warrants to Mark Frissora, a member of the Board of Directors, to purchase 500,000 shares of common stock at an exercise price of $10.00 per share. The warrants become exercisable on January 31, 2028, and expire on January 31, 2035, if not exercised. The issuance was made as part of an equity incentive plan. The fair value of the warrants will be recognized as stock-based compensation expense over the vesting period in accordance with ASC 718.
On January 23, 2025, the dividend shares were issued to all common stockholders.
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**PART III**
**I****tem 10 Directors, Executive Officers and Corporate Governance**
The following information sets forth the names, ages, and positions of our current directors and executive officers as of December 31, 2024 and January 2025.
| Name | | Age | | Principal Positions with Us | |
| | | | | | |
| James E. Keener | | 54 | | Chairman & Chief Executive Officer | |
| | | | | | |
| Gimhana Dissanayake | | 52 | | Director | |
| | | | | | |
| Mark Frissora | | 59 | | Director (as of January 31 2025) | |
James E Keener, Age 54. Chairman and Chief Executive Officer
James Keener, CEO of BioAdaptives, Inc., is a highly accomplished executive with a diverse and impressive career spanning multiple industries. He has been leading strategic growth initiatives since his appointment in May 2024. His leadership at BioAdaptives emphasizes leveraging the companys strengths in research-driven nutritional products to enhance health and wellness, focusing on expanding market presence and driving innovation.
Before his role at BioAdaptives, Keener was the CEO of a private investment company. He managed a wide range of businesses, such as retail locations, hotels and hospitality, agriculture, and forestry operations, with domestic and international reach. This role showcased his ability to handle complex, multifaceted asset management and deliver results across diverse sectors.
Earlier in his career, Keener established himself as a renowned turnaround specialist in the air freight industry. As a performance specialist, he focused on revitalizing underperforming contracts across the United States, demonstrating his strategic thinking and ability to optimize business operations in high-pressure environments.
Keeners professional journey began with a foundation of public service as a firefighter in Stockton, California. This early role reflects his commitment to community and leadership under challenging conditions, qualities that have carried through his subsequent career achievements.
With a proven track record as a marketer, innovator, and turnaround expert, James Keener brings a wealth of experience to every endeavor. He blends operational transformation skills with a strategic focus on growth and profitability. His career trajectoryfrom firefighter to CEO of a publicly traded companyillustrates his remarkable ability to adapt, lead, and succeed across varied industries.
Gimhana Dissanayake, Age 52, Director
Gimhana Dissanayake, currently serves as the Vice President of Operations and Sales for North America at The Hertz Corporation (NYSE: HTZ), bringing over two decades of comprehensive experience and a proven track record of strategic growth and operational excellence to BioAdaptives.
With an illustrious career that spanned various leadership roles at Hertz, Gimhana is renowned for his strategic vision and leadership acumen. He has been instrumental in advancing the Hertz, Dollar, and Thrifty brands, significantly enhancing their market presence and competitive edge. As the Senior Director of Strategic Partnerships, he spearheaded initiatives that fostered key alliances and drove substantial growth across 10 revenue verticals in North America. His efforts earned him the nickname Founder of Canada within Hertz, a testament to his successful expansion of the companys market share in the region. His strategic prowess is a valuable asset that will undoubtedly benefit BioAdaptives.
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Gimhanas educational background and extensive professional experience make him an invaluable addition to the BioAdaptives board. He holds an undergraduate degree from Oklahoma State University and an MBA from California State University - Sacramento. In addition, he has completed advanced executive education at Cornell University and the Wharton School of Business. 
Mark P. Frissora, Age 59, Director
Mark Frissora, most recently the CEO and President of Caesars Entertainment, has 42 years of business experience across managerial and functional roles. He joined Caesars in 2015 and previously served as Chairman and CEO of Hertz Global Holdings and Tenneco, Inc., leading both Fortune 500 companies through transformative growth.
Frissora has a 20-year track record of creating stakeholder value at highly leveraged companies in private equity and public markets, meeting or exceeding expectations in over 92% of 65 quarters during two significant recessions. He led two companies through successful IPOs and guided Caesars out of bankruptcy to its NASDAQ relisting in 2017. At Tenneco, where he served as Chairman and CEO from 1999 to 2006, shareholder value tripled, revenue rose 39%, and the company earned top industry awards for shareholder returns.
During his tenure at Hertz from 2006 to 2014, shareholders saw a 3.6x return post-IPO, with a special dividend paid after the launch. At Caesars, he drove initiatives that increased EBITDA by $812M (55%) and margins by 930 bps, creating $12.5B in value during its bankruptcy turnaround. Frissora currently chairs Arencibia, an advanced engineering company, and co-founded Goodwrx, a gig economy technology solution. He previously served on the boards of Caesars Entertainment, Aptiv, Walgreens Boots Alliance, FMC Corporation, and NCR Corporation, holding key leadership roles on governance, compensation, and finance committees. Mark holds a B.A. from The Ohio State University and has completed executive programs at Babson College and Thunderbird School of Global Management.
Advisory Board
The Company uses an Advisory Board to assist the officers and directors with regard to specific scientific and administrative matters. These advisors did not meet during the period ended December 31, 2020, and we did not call on them due to a lack of need.
| Name | | Age | | Principal Positions with Us | |
| | | | | | |
| Reed Harris | | 68 | | Advisor | |
Reed Harris, the Senior Vice President of Athlete Development and Marketing at the Ultimate Fighting Championship (UFC) in Las Vegas, has a distinguished career spanning over 40 years. He blends expertise in martial arts, business development, and charity work. His life and career reflect a dedication to discipline, growth, and giving back to the community.
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Harris works closely with BioAdaptives to introduce new products geared to repair and recover both body and mind after extreme workouts. Reeds exceptional leadership, business acumen, and dedication to athlete development and community service align perfectly with our mission to deliver innovative health and wellness solutions. His deep experience building and managing successful organizations and his passion for helping others makes him an invaluable asset to BioAdaptives as we expand our reach and impact.
**Term of Office**
Our Directors are appointed for a one-year term but will hold office until the next annual general meeting of our shareholders or until removed from office by our bylaws. Our board of directors appoints our officers and holds office until removed by the board.
**Family Relationships**
None.
**Involvement in Certain Legal Proceedings**
To the best of our knowledge, during the past ten years, none of the following occurred with respect to a present or former director, executive officer, or employee: (1) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (2) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) being subject to any order, judgment or decree, not subsequently reversed, suspended vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his or her involvement in any type of business, securities or banking activities; and (4) being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.
**Committees of the Board**
Our company currently does not have nominating, compensation or audit committees or committees performing neither similar functions nor does our company have a written nominating, compensation, or audit committee charter. Our directors believe that it is not necessary to have such committees, at this time, because the board of directors can adequately perform the functions of such committees. Our Common Stock trades on the OTC Bulletin Board, which does not impose standards relating to director independence or the makeup of committees with independent directors, or provide definitions of independence
Our company does not have any defined policy or procedural requirements for shareholders to submit recommendations or nominations for directors. The board of directors believes that, given the stage of our development, a specific nominating policy would be premature and of little assistance until our business operations develop to a more advanced level. Our company does not currently have any specific or minimum criteria for the election of nominees to the board of directors and we do not have any specific process or procedure for evaluating such nominees. The board of directors will assess all candidates, whether submitted by management or shareholders, and make recommendations for election or appointment.
A shareholder who wishes to communicate with our board of directors may do so by directing a written request addressed to our President, Robert W. Ellis, at the address appearing on the first page of this annual report.
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**Financial Expert**
The Company does not have a designated financial expert on the Board of Directors. We believe that the cost of obtaining and retaining an independent director who can also serve as our financial expert is prohibitive.
**Information Concerning Non-Director Executive Officers**
Mr. James E Keener has an employment contract with the Company, under which he is compensated with cash or stock as he elects. 
**Code of Ethics**
As of December 31, 2024, we had not adopted a Code of Ethics for Financial Executives, which would include our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. Potential Conflict of Interest
Since we do not have an audit or compensation committee comprised of independent directors, the functions that would have been performed by such committees are performed by our Board of Directors. Thus, there is a potential conflict of interest in that our directors have the authority to determine issues concerning management compensation, including their own, and audit issues that may affect management decisions. We are not aware of any other conflicts of interest with any of our officers or directors.
**Boards Role in Risk Oversight**
The Board of Directors assesses on an ongoing basis the risks faced by BioAdaptives. These risks include financial, technological, competitive, and operational risks. The Board dedicates time at each of its meetings to review and consider the relevant risks faced at that time. In addition, since the Company does not have an Audit Committee, the Board of Directors is also responsible for the assessment and oversight of our financial risk exposures.
**Compliance With Section 16(a) of the Exchange Act**
Section 16(a) of the Exchange Act requires the Companys directors, executive officers and persons who own more than ten percent of a registered class of the Companys equity securities (10% holders), to file with the Securities and Exchange Commission (SEC) initial reports of ownership and reports of changes in ownership of Common stock and other equity securities of the Company.
Directors, officers and 10% holders are required by SEC Regulation to furnish the Company with copies of all of the Section 16(a) reports they file. Based solely on a review of reports furnished to the Company and/or written representations from the Companys directors and executive officers during the fiscal year ended December 31, 2020, there was no compliance with the Section 16(a) filing requirements applicable to its directors, officers and 10% holders for such year.
**Involvement on Certain Material Legal Proceedings During the Past Five (5) Years**
(1) No director, officer, significant employee or consultant has been convicted in a criminal proceeding, exclusive of traffic violations or is subject to any pending criminal proceeding.
(2) No bankruptcy petitions have been filed by or against any business or property of any director, officer, significant employee or consultant of the Company nor has any bankruptcy petition been filed against a partnership or business association where these persons were general partners or executive officers.
(3) No director, officer, significant employee or consultant has been permanently or temporarily enjoined, barred, suspended or otherwise limited from involvement in any type of business, securities or banking activities.
(4) No director, officer or significant employee has been convicted of violating a federal or state securities or commodities law.
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**Item 11. Executive Compensation**
We have employment agreements with our Chief Executive Officer, who was to be compensated by cash or stock grants. 
The Company has no other executive compensation issues which would require the inclusion of other mandated table disclosures.
**Director Compensation**
Our directors compensation is wholly derived from their Directors agreement as set out above.
**Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters**
The following table sets forth certain information as of December 31, 2024, regarding the number of shares of Common Stock beneficially owned by (i) each person or entity known to us to own more than five percent of our Common Stock; (ii) each of our Named Executive Officers; (iii) each of our directors; and (iv) all of our executive officers and directors as a group. The percentages are based on total outstanding Shares as of December 31, 2024.
Except as otherwise noted, the persons named in the table have sole voting and dispositive power with respect to all shares beneficially owned, subject to community property laws where applicable.
As of December 31, 2024
| Title of class | | Name of beneficial owner | | Amount of beneficial ownership | | Percent of class | | |
| Series C | | James E Keener | | 1,000,000 shares | | | 100 | % | |
| Series D | | James E Keener | | 18,062 shares | | | 24.8 | % | |
| | | Chairman & Chief Executive Officer | | | | | | | |
| Series D | | Gimhana Dissanayake | | 12,958 shares | | | 17.8 | % | |
| | | Director | | | | | | | |
All Officers and Directors as a Group (2 persons)
**Changes in Control**
On June 21, 2013, the Companys sole officer, director and shareholder, Richard Chiang, sold 10,000,000 shares of the Companys 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.
On October 2, 2017, the Board of Directors appointed Kim Southworth and Dr. Edward E Jacobs, Jr MD as directors and Barry K. Epling resigned as Chairman. FHI donated 9,628.568 shares of the Companys 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 Companys issued and outstanding shares and, as part of the grant, Breath of Life granted the Companys Board of Directors an irrevocable proxy to vote them. With these actions, Barry K. Epling terminated his relationship with the Company as an owner (direct or indirect), officer or director. 
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September 2018, 
Subsequent to the establishment of the Series A-B-C-D Preferred Stock, the enhanced voting privileges provided to the Series A-B-C-D Preferred Stockholders will provide them with sufficient voting authority to exercise control over the Companys corporate functions. Currently, the control voting privileges are held with the Preferred Series C voting rights owned by James E. Keener.
**Item 13 - Certain Relationships and Related Transactions, and Director Independence**
**Relationships and Transactions**
**Independence Transactions with Related Persons**
Azuna Health
**Conflicts of Interest**
Certain conflicts of interest could arise in the future, including, but not limited to, the following:
* None of our officers and directors is required to commit their full time to our affairs and, accordingly, they may have conflicts of interest in allocating management time among various business activities.
* In the course of their other business activities, our officers and directors may become aware of investment and business opportunities that may be appropriate for presentation to us as well as the other entities with which they are affiliated. They may have conflicts of interest in determining to which entity a particular business opportunity should be presented.
* Our officers and directors may in the future become affiliated with entities, including other blank check companies, engaged in business activities similar to those intended to be conducted by us.
* Since all of our directors own shares of our common stock that could be sold, in whole or in part, as a negotiated element of a business acquisition, our board may have a conflict of interest in determining whether a particular target business is appropriate to effect a business combination. The personal and financial interests of our directors and officers may influence their motivation in identifying and selecting a target business and completing a business combination.
In general, officers and directors of a Delaware corporation are required to present business opportunities to a corporation if:
* the corporation could financially undertake the opportunity.
* the opportunity is within the corporations line of business; and
* it would not be fair to the corporation and its stockholders for the opportunity not to be brought to the attention of the corporation.
Accordingly, as a result of multiple business affiliations, our officers and directors may have similar legal obligations relating to presenting business opportunities meeting the above-listed criteria to multiple entities. In addition, conflicts of interest may arise when our board evaluates a particular business opportunity with respect to the above-listed criteria. We cannot assure you that any of the above-mentioned conflicts will be resolved in our favor. 
**Director Independence**
The Board of Directors has determined that none of its directors is independent under the criteria set forth in Rule 5065(a)(2) of the Nasdaq Listing Rules. The Board does not have a separately designated audit, nominating, or compensation committee, so the functions normally attributed to these committees are performed by the entire board. Accordingly, none of our directors is independent under applicable Nasdaq Listing Rules that define independence for purposes of directors performing the functions of such committees. 
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**Item 14 - Principal Accountant Fees and Services**
Below is the table of Audit Fees (amounts in US$) billed by our auditors in connection with the audit of the Companys annual financial statements:
| | | Audit Services | | | Audit Related Fees | | | Tax Fees | | | Other Fees | | |
| Year Ended December 31, 2024 | | $ | 53,575.00 | | | $ | 20,858.00 | | | $ | 0 | | | $ | 0 | | |
| Year Ended December 31, 2023 | | $ | 33,000.00 | | | $ | 20,456.5 | | | $ | 0 | | | $ | 0 | | |
**Item 15 - Exhibits and Financial Statement Schedules**
| 3.1 | Articles of Incorporation (with amendments) | |
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| 10.1 | James E Keener Employment Agreement | |
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| 10.2 | Directors Agreement | |
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| 31.1 | Section 302 Certifications under Sarbanes-Oxley Act of 2002 | |
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| 32.1 | Section 906 Certification under Sarbanes Oxley Act of 2002 | |
**Item 16 - Form 10-K Summary**
None
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Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on March 24, 2023.
| BioAdaptives, Inc. | |
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| /s/ James E. Keener | |
| James E. Keener | | |
| Chief Executive Officer(Principal Executive Officer) | | |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| BioAdaptives, Inc. | |
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| /s/James E. Keener | |
| Chief Financial Officer(Principal Financial Officer) | | |
| April 15, 2025 | | |
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