BIOADAPTIVES, INC. - FORM 10-K

Attached files

file	filename
EX-32.2 - CERTIFICATION - BIOADAPTIVES, INC.	bdpt_ex322.htm
EX-32.1 - CERTIFICATION - BIOADAPTIVES, INC.	bdpt_ex321.htm
EX-31.2 - CERTIFICATION - BIOADAPTIVES, INC.	bdpt_ex312.htm
EX-31.1 - CERTIFICATION - BIOADAPTIVES, INC.	bdpt_ex311.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Form 10-K

(Mark one)

☒ Annual Report Under Section 13 or 15(d) of The Securities Exchange Act of 1934

For the fiscal year ended December 31, 2020

☐ 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 every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such 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 registrant’s 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, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”,” “accelerated filer”,” “smaller reporting company”,”and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☒
		Emerging growth 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 June 30, 2020, was approximately $1,915,489 based upon 17,413,532 shares held by non-affiliates.

As of March 30, 2021, there were 33,022,425 shares of our Common Stock issued and outstanding.

BioAdaptives, Inc.

Form 10-K for the Year Ended December 31, 2020

Index to Contents

		Page Number
Part I

Item 1	Business		3
Item 1A	Risk Factors		6
Item 1B	Unresolved Staff Comments		12
Item 2	Properties		12
Item 3	Legal Proceedings		12
Item 4	Mine Safety Disclosures		12

Part II

Item 5	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		13
Item 6	Selected Financial Data		16
Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations		16
Item 7A	Quantitative and Qualitative Disclosures About Market Risk		19
Item 8	Financial Statements, Auditor’s Notes and Supplemental Data		19
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Controls and Procedures		37
Item 9B	Other Information		37

Part III

Item 10	Directors, Executive Officers and Corporate Governance		38
Item 11	Executive Compensation		41
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		42
Item 13	Certain Relationships and Related Transactions, and Director Independence		43
Item 14	Principal Accountant Fees and Services		44

Part IV

Item 15	Exhibits, Financial Statement Schedules		44
Item 16	Form 10-K Summary		44

Signatures			45

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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 Company, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.

Such factors include, among others, the following: international, national and local general economic and market conditions: demographic changes; the ability of the Company to sustain, manage or forecast its growth; the ability of the Company to successfully make and integrate acquisitions; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; fluctuations and difficulty in forecasting operating results; changes in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; and other factors referenced in this and previous filings.

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.

PART I

Item 1 - Business

The Company’s 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 this filing.

On June 21, 2013, the Company’s sole officer, director and shareholder, Richard Chiang, sold 10,000,000 shares of the Company’s common stock, constituting 100% of its issued and outstanding shares, to Ferris Holding Inc., a Nevada corporation (“FHI”), for a purchase price of $40,000. Effective the same date, Mr. Chiang or the Company appointed Barry K. Epling, who was the sole shareholder of FHI, as Chairman of the Board of Directors, and Gerald A. Epling as its President, Chief Executive Officer, Secretary, Chief Financial Officer and a director; Mr. Chiang then resigned. On September 25, 2013, the Company changed its name to BioAdaptives, Inc.

Shortly afterwards, on October 21, 2013, the Company entered into a series of material transactions, acquiring assets, intellectual property and license rights covering the design and manufacture of certain nutraceutical products, and licenses from FHI and BioSwan, Inc. a Nevada corporation that was a wholly owned subsidiary of Hemp, Inc., another Nevada corporation. As part of these transactions, which are discussed more fully in its October 21, 2013, Form 8-K, the Company issued 2,000,000 shares of common stock to BioSwan.

The BioSwan shares were transferred to Hemp as a dividend on October 25, 2013. The Company then filed a Form S-1 registration statement with the SEC, registering an offering of 2,005,000 shares for distribution by Hemp as a dividend to its shareholders (the additional 5,000 shares permitted rounding-up avoid issuance of fractional shares). On January 10, 2014, the SEC notified the Company that the registration statement was effective and on July 9, 2014, the Company’s shares commenced trading in the Over-the-Counter market under the trading symbol BDPT.

The Company commenced executing its business plan, seeking to develop supply chain, manufacturing and retail distribution to exploit the BioSwan assets. On May 20, 2014, the Company’s PCAOB auditor, Kenne Ruan, P.C., resigned and it appointed Anton & Chia LLP. Thereafter, it went through several management changes: On July 14, 2014, Gerald A. Epling, resigned as an officer and director and the Company appointed Barry K. Epling as President, Chief Executive Officer, Chief Financial Officer and Secretary. On February 6, 2015, Barry K. Epling resigned as an officer of the Company but remained as its sole director. On that same day, the Company appointed Christopher G. Hall, as its President, Chief Executive Officer, Chief Financial Officer and Secretary. On May 23, 2o15, the Company also changed its PCAOB auditor, dismissing Anton & Chia, LLP and retaining Malone & Bailey, LLP.

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On March 31, 2017, the Company filed a Form 15-15D with the SEC, terminating its status as an SEC-reporting company; it was current in its Continuous Disclosure obligations at that time. The Company continued to provide financial and other reports to shareholders and the public by means of the Alternative Reporting System operated by OTC Markets Group, Inc. Its shares continued to trade in the OTC market and it also continued to execute its business plan.

On October 2, 2017, the Board of Directors appointed Kim Southworth and Edward E Jacobs, Jr MD as directors and Barry K. Epling resigned as Chairman. FHI donated 9,628.568 shares of the Company’s common stock to the Breath of Life Foundation, a Section 501(c)(3) non-profit organization. At that time, these shares constituted 51.84% of the Company’s issued and outstanding shares and, as part of the grant, Breath of Life granted the Company’s Board of Directors an irrevocable proxy to vote them. With these actions, Barry K. Epling terminated his relationship with the Company as an owner (direct or indirect), officer or director. On that same day, Christopher G. Hall resigned as an officer of the Company (he remains on the Advisory Board); Southworth was appointed Chief Executive Officer; and Edward E Jacobs was appointed Chief Financial officer, Secretary and Scientific Director of the Company.

On May 15, 2018, the Board of Directors appointed James E Rouse as a director; the Company also appointed him as President. On July 6, 2018, Southworth resigned from the Company and Dr. Jacobs was appointed Chief Executive Officer in addition to his existing responsibilities. On September 10, 2018, Mr. Rouse resigned as an officer and director of the Company although a company he controls provided consulting services until September 25, 2018.

On May 10, 2019, the Company filed a Form 10-12g with the SEC, re-entering the Continuous Disclosure program and registering its common stock under Section 12(g) of the Securities Exchange Act of 1934. On August 1, 2019, the SEC staff informed the Company that it had no further comments on this filing.

On September 11, 2019, the Company appointed Robert Ellis as President and Ron Lambrecht as Chief Financial Officer.

On February 6, 2020, the Board of Directors exercised its authority under the Delaware General Corporations Law to establish its Series A Preferred Stock. The Series A has enhanced voting and conversion privileges and can be used by the Company to settle recorded debt or exchange for new product rights or techniques. On this same day, the Board of Directors authorized an increase in the Company’s authorized common stock from 100,000,000 to 200,000,000; holders of a majority of the Company’s common shares consented to the increase.

The Company’s Business

BioAdaptives investigates, markets and distributes natural plant- and algal-based products that improve health and wellness for humans and animals, with an emphasis on pain relief and anti-aging properties. The Company’s current products include dietary supplements using natural ingredients and proprietary methods of optimizing the availability of nutrients in foods and beverages. The human products are designed to aid memory, cognition and focus; assist in sleep and fatigue reduction; provide pain relief and healing; and improve overall emotional and physical wellness. The science behind our human products has proven to be effective for performance enhancement and pain relief for horses and dogs as well as providing improvements in appearance.

Our current product line includes PrimiCell®, PluriPain®, and PrimiLung™ for humans and Canine Regen® and Equine Regen® for dogs and horses. We also market an Equine All-in-One formulation evolved from Equine Regen® to trainers, horse owners and boarding stables. All of these products are sold under licensing and manufacturing agreements. While we continue to investigate and acquire nutraceutical products for humans and animals, all of our current activities are reliant on marketing and distributing products developed and owned by others.

We can make no assurances that we will find commercial success in any of our products. We terminated our plans to sell or license our NutraLoad™ and Agronifier™ technology as not commercially viable. We are reliant on direct and indirect sales of the Primi and Pluri lines for human and Regen and the All In One animal products for revenues, neither of which have produced any significant revenue yet. We are a new company and thus have very limited experience in order to develop reliable sales expectations and forecasting.

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Market and Marketing

We market our science-based, quality nutraceuticals to a broad base of the population in the U.S., and are exploring marketing prospects in Asia, Australasia, the Middle East, and Europe. The Company’s current target markets also include equine and canine companion animals and equine competitors in the U.S., Australasia and the Middle East.

We intend to create market share in our target demographic by (i) emphasizing the benefits of our proprietary algal based-all natural, stimulant free, non-GMO ingredients that combine with proven Traditional Chinese Medicine and Ayurvedic herbs into science-based formulations, (ii) investigating additional products in response to market demand and testing, and (iii) utilizing our marketing operation to act as its sales and distribution arm to seek additional channels for sales coverage.

The Company also plans to capitalize on the significant opportunities for consolidation available in the nutraceutical industry. The Company anticipates seeking acquisitions that serve to increase the number of the Company’s product brands, broaden its product offering or facilitate entry into complementary distribution channels.

We are associated with leading veterinarians and equine competitors for both research and marketing purposes. In 2019, the Company formed the Livestock Impact Division, which entered into a business relationship with Livestock Impact, Inc. and its President, Bruce Colclasure, a National Cutting Horse Association champion who owns and operates the Flying C Bar Ranch, the breeder and trainer of over 80 NCHA champion cutting horses. Mr. Colclasure uses and endorses our EquineRegen® and EquineRegen^® Plus products and provides valuable feedback and testimonials regarding its function. In 2020, the Company entered into a Marketing and Licensing Agreement with the owners of these products to develop the Equine All-in-One formulation, which we market to trainers, horse owners and boarding facilities.

The Company believes that the population growth in the seasoned and geriatric demographic cohort presents a unique opportunity. The World Health Organization has stated that the 60 years and over population segment will more than double from 11% to over 22% between 2000 and 2050, with the absolute number of people aged 60 and over expected to increase to 2 billion within the same period. The Company also recognizes the rising buying power and interests of the Millennials in wellness products and their choice of communication medium being social media and internet. It intends to establish a major focus to capture the anticipated growth in this sector.

The Company believes that international sales represent a significant future growth opportunity as aging population growth outside North America exceeds 1 billion people. The Company plans to aggressively pursue international sales by adding salespeople to its marketing effort, including use of social media influencers, developing a network in high-growth APAC regions, and continuing its efforts to register products and trademarks in attractive foreign markets.

Manufacturing

All of the Company’s 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- or algal-based and sourced worldwide from reputable suppliers who employ stringent compliance and sustainable agriculture practices or operate NSF-certified (or equivalent) facilities.

We contract exclusively with manufacturers that utilize pharmaceutical grade facilities to assemble and package our products, all of which is subject to our inspection and approval. Fulfillment of retail internet and direct-to-reseller orders are conducted from our warehouse facilities. BioAdaptives actively investigates new products, techniques and novel applications of existing products or technology in our research. The Company’s research work has centered on investigations of all-natural supplement formulations that activate primitive cells, including stem cells and their derivatives, and natural ingredients that encourage stem cell proliferation.

Where You Can Find Information

The public may read and copy any materials we file with the SEC in the SEC’s Public Reference Section, Room 1580,100 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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Employees

The Company currently has no full-time non-executive employees and retains hourly labor on an as-needed basis and professional consultants to operate its business.

Management of the Company expects to continue use of outside consultants, attorneys, and accountants, as necessary, so long as it is seeking and evaluating business opportunities.

The need for additional employees, and their availability, will be addressed in connection with the decision whether or not 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 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 Company’s 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. The Company faces considerable risks in its business plan and a potential shortfall of funding due to uncertainty in our ability to raise adequate capital in the equity securities market.

During the period ended December 31, 2020, our revenues did not cover our expenses so that we were reliant on outside funding to continue operations. Our 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, our marketing and exposure suffers from lack of an advertising budget, which we have not yet been able to procure.

In the event that working capital sufficient to maintain the corporate entity and implement our business plan is not available, the Company’s existing stockholder have expressed their intention to maintain the corporate status of the Company and provide all necessary working capital on the Company’s 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 Company’s 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.

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To-date, 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 Company’s 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.

Effective March 21, 2020, the Company’s Articles of Incorporation authorizes the issuance of up to 5,000,000 shares of preferred stock and 200,000,000 shares of common stock. The Company has established a Series A preferred stock with enhanced voting and conversion privileges for use in settling recorded debt and effecting acquisition of new products and technology. The Company’s ability to issue preferred stock may limit the Company’s ability to obtain debt or equity financing as well as impede the implementation of the Company’s business plan. The Company’s ability to issue these authorized but unissued securities may also negatively impact our ability to raise additional capital through the sale of our debt or equity securities.

In such a restricted cash flow scenario, the Company would be unable to complete steps in its business plan and would, instead, delay all cash intensive activities. Without necessary cash flow, the Company may become dormant during the next twelve months, or until such time as necessary funds could be raised in the equity securities market. The Company believes that its expectations as to its ability to secure additional capital are reasonable but there is no guarantee that the Company will receive sufficient funding to sustain operations or implement any future business plan steps.

COVID-19 Pandemic Responses.

A novel strain of coronavirus (COVID-19) was first identified in December 2019, and subsequently declared a global pandemic by the World Health Organization on March 11, 2020. As a result of the outbreak, many companies have experienced disruptions in their operations and in markets served. The Company believes that the general business slow-down and travel restrictions negatively impacted its business during the period ended December 31, 2020, but, considering our limited history, cannot quantify such impact. Due to travel restrictions, we did rely upon SEC filing deadlines to postpone our quarterly filings during this period. In April 2020, the Company announced the launch of PrimiLungs™, an enhanced formulation of nutraceuticals promoting overall health and wellness through support of pulmonary immune systems. PrimiLungs™ is currently packaged with PluriPain® in the Immune Wellness Health Defense Package. Lack of funding and concerns about regulatory reactions to COVID-19-related product announcements prevented us from capitalizing on this product launch. We believe the business environment will be more conducive to products such as these during 2021 and beyond but can provide no assurances that our funding or other marketing initiatives will be any more successful. The full extent of the future impacts of COVID-19 on the Company’s operations is uncertain. A prolonged outbreak could have a material adverse impact on financial results and business operations of the Company, including the timing and ability of the Company to collect accounts receivable and the ability of the Company to continue to provide high quality services to its clients.

The Company’s current business can be capital intensive.

The Company acknowledges that its Plan of Operations may not result in the consistent generation of positive working capital in the near future. We are in a consumer-driven market space that requires our development and marketing of attractive products, which is expensive. Although management believes that it will be able to successfully execute its business plan, which includes third party financing and the raising of capital to meet the Company’s 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 Company’s ability to continue as a going concern.

We currently rely on certain key individuals, and the loss of one of these key individuals could have an adverse effect on 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.

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The Company’s success will be dependent in part upon its ability to attract qualified personnel and consultants.

The Company’s success will be dependent 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 Company’s proposed business.

The Company must effectively meet the challenges of managing expanding operations.

The Company’s business plan anticipates that operations will undergo significant expansion during 2020 and beyond. This expansion will require the Company manage a larger and more complex organization, which could place a significant strain on our managerial, operational and financial resources. Management may not succeed with these efforts. Failure to expand in an efficient manner 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.

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 Company’s planned business and adversely affect our financial condition and results of operations. In addition, it is possible that 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 and its 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 Company’s financial condition.

Our planned operations will be subject to risks normally incidental to our business activities and will be dependent on internal and third-party production and distribution operations that could result in work stoppages, damage to property or unavailable product for resale. This may be caused by:

·	Breakdown of equipment.
·	Labor disputes.
·	Imposition of new government regulations.
·	Supply chain failures.
·	Product contamination.
·	Unanticipated allergic or other reactions.
·	Sabotage by operational personnel.
·	Cost overruns; and
·	Fire, flood, or other acts of God.

We market products that are ingested by our customers and run additional risks incumbent to sales of this manner of consumer good. Our existing insurance coverage would almost certainly be inadequate to deal with any manner of mass tort claim and the ability of our suppliers to indemnify us is uncertain. Additionally, our contract suppliers are reliant on source materials that are imported from China and other countries, so that 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- and algal-based products have unique benefits that should lead to commercial success, BioAdaptive’s 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.

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RISKS RELATED TO OUR PUBLIC COMPANY STATUS AND OUR COMMON STOCK

Our internal controls may be inadequate, which could cause our financial reporting to be unreliable and lead to misinformation being disseminated 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 prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

We do not have a sufficient number of employees to segregate responsibilities and may be unable to afford increasing our staff or engaging outside consultants or professionals to overcome our lack of employees. During the course of our testing, we may identity other deficiencies that we may not be able to timely remediate. 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 effective 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 important 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 price of our common stock, if a market ever develops, could drop significantly.

The costs of being a public company could result in us being unable to continue as a going concern.

As a public company, we are required to 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 that would result in our being unable 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 indemnification of directors and officers at the expense of the respective corporation and limit their liability. This may result in a major 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 extremely limited 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 certainly have an impact on the value of our common stock for shareholders.

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BioAdaptives’ common stock is a penny stock, which is restricted by the SEC’s penny stock regulations and FINRA’s sales practice requirements, which may limit a stockholder’s 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” to be any equity security that has 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. Our common stock is covered by these rules, which impose additional sales practice requirements on broker-dealers who sell to persons 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 customer’s 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 customer’s 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 purchaser’s 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. Prior to recommending speculative low -priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, the FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. FINRA’s requirements make it more difficult for broker-dealers to recommend that their customers buy BioAdaptives’ common stock, which may limit investor ability to buy and sell our common stock.

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 the relative rights and preferences of preferred stock. 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, prior to the redemption of our common stock. We have done so recently, by establishing the Series A Preferred Stock. We have recently established the Series A Preferred Stock, which provides enhanced voting and conversion privileges to holders. These privileges may impact the rights and privileges of common stock holders in certain circumstances.

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Breath of Life’s provision of a proxy to our Board of Directors permits us significant control over our business and may limit or eliminate minority stockholders’ ability to influence corporate affairs.

As a result of FHI’s grant of shares to Breath of Life and the latter’s provision of voting privileges to our Board of Directors, our directors not only control BioAdaptives’ business affairs, management and governance but also determine their own election and appointment. This arrangement places an extraordinary burden on the directors to adhere to their fiduciary responsibilities and practically limits the ability of minority shareholders to impact their decisions except through dissent or derivative litigation that may be expensive, impractical or both. The interests of our directors may differ from the interests of other stockholders with respect to the issuance of shares, business transactions with or sales to other companies, selection of other officers and directors and other business decisions. The minority stockholders have no way of overriding decisions made by our directors except through persuasion and litigation. This level of control may also have an adverse impact on the market value of our shares because our principal stockholders may institute or undertake transactions, policies or programs that result in losses and/or may not take any steps to increase our visibility in the financial community and/or may sell sufficient numbers of shares to significantly decrease our price per share.

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 Company’s 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 Rule 144 under the Securities Act could adversely affect the market price of BIOADAPTIVES’s common stock.

As of March 8, 2021, the Company has 33,022,425 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, 14,208,883 are on deposit with CEDE & Co. and are publicly trading or tradeable. Affiliates of the Company, as that term is defined in SEC Rule 144, hold close to this same amount, all of which was issued prior to December 31, 2019. 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 all now available for public sale pursuant to 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.

Conversions of Series A 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.

The Company has 1,100,000 shares of its Series A Preferred Stock issued and outstanding as of the date of this filing. These shares have enhanced voting and conversion privileges so that the owners can either convert to common shares, which could impact market price, or hold and vote the shares under circumstances set out in the Certificate of Designation, allowing them an 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 the implementation of 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 that are listed on those exchanges or the NASDAQ Stock Market. 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, we have not yet adopted these measures.

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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 own 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 as a result thereof.

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 as a result of Sarbanes-Oxley. The enactment of Sarbanes-Oxley has resulted in a series of rules and regulations by the SEC that increase 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, and mailing address at its contracted warehouse/fulfillment facility at 4385 Cameron St., Suite B, Las Vegas, NV 89103. The Company does not currently maintain any other office facilities and does not anticipate the need for maintaining 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 Registrant’s 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.

	High		Low
Fiscal year ended December 31, 2020
Quarter ended December 31, 2020		.04		.02
Quarter ended September 30, 2020		.13		.03
Quarter ended June 30, 2020		.16		.07
Quarter ended March 31, 2020		.18		.11
Fiscal year ended December 31, 2019		.20		.10
Fiscal year ended December 31, 2018		.34		.11

The closing price of our common stock on March 8, 2021 was $0.0259 as reported by the OTCQB Bulletin Board.

Holders of Record

As of March 8, 2020, we had 33,022,425 shares of our common stock issued and outstanding held by approximately 188 stockholders of record, exclusive of shares held in street name. We had 1,100,000 shares of Series A preferred stock issued and outstanding.

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Transfer Agent

Our stock transfer agent is Madison Stock Transfer LLC. Their address is 2500 Coney Island Ave., Brooklyn, NY 11223. Madison is registered by the Securities and Exchange Commission as a transfer agent and is wholly independent of us, with no common ownership or management.

Common Stock

The Company is authorized to issue up to 200,000,000 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

The Company is authorized to issue up to 5,000,000 shares of preferred stock with a par value of $0.0001 per share.

As of March 1, 2021, the Company has authorized 4,000,000 shares of Series A Preferred Stock and 1,100,000 shares of it preferred stock 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.

Share Purchase Warrants

We have not issued and do not have outstanding any warrants to purchase shares of our stock.

Options

We have not issued and do not have outstanding any options to purchase shares of our stock.

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Convertible Securities

The Company entered into a series of convertible note transactions in 2019 and 2020 with PowerUp Lending Group, Ltd., a New York-based lender. On October 25, 2019, in the amount of $40,500; on December 5, 2019, in the amount of $33,000; on February 12, 2020, in the amount of $43,000; on August 17, 2020 in the amount of $43,000. Each of these notes had a term of 12 months, carried interest at fixed terms of less than 10% per annum and were convertible at the lender’s election into shares of the Company’s common stock at a fixed percentage of the OTC market price at time of notice after six months from date of issuance. During 2020 and early 2021, these notes were wholly paid by issuance of shares to PowerUp as follows:

Power Up Lending Group, Ltd.	6/4/20	142,450
	8/10/20	488,599
	8/14/20	235,893
	10/1/20	487,512
	11/5/20	746,269
	1/19/21	1,032,609
	1/20/21	630,435
	1/20/21	813,152
	1/22/21	1,032,609
	1/25/21	1,032,609
	2/1/21	1,032,609
	2/1/21	1,260,870
	2/3/21	548,913
	2/19/21	1,262,411
	3/1/21	1,468,085
	3/4/21	678,571

A total of 2,110,723 shares of common stock were issued under these agreements during the period from January 1, 2020, to December 31, 2020; as set out above, 10,792,873 shares have been issued under these agreements during the period from January 1, 2021 to and including March 4, 2021. On February 18, 2021, we issued another convertible to PowerUp Lending Group, Ltd. in the amount of $43,000, on these same terms.

Securities Authorized for Issuance Under Equity Compensation Plans

As of December 31, 2020, we have not adopted an equity compensation plan, other than contained in our previous officer and director employment agreements, and have not granted any stock options. We anticipate adopting a Restricted Share Unit Plan during 2021. During 2020, we agreed to pay our officers and directors with restricted shares but such payments were waived. We anticipate the Company will be liable for some amount of additional income tax due to the release of debt related to these waivers but expect that our loss carry forward amounts from previous tax years will more than cover any additional amounts due.

Recent Sales or Issues of Unregistered Securities

We did not sell any unregistered securities during the period from January 1, 2020 to and including December 31, 2020. We issued 2,110,723 shares to PowerUp Lending Group, Ltd. to satisfy convertible notes, as reflected above; we issued 1,000,000 to Essence Worldwide, Ltd. under a services agreement entered into in 2018. We also issued 150,000 to Bruce Colclasure, 150,000 to Charlie Timmerman, DVM and 100,000 to Karen Kapp-Vance, DVM for consulting services.

Purchases of Equity Securities by the Issuer and Affiliated Purchases

During each month within the fourth quarter of the fiscal year ended December 31, 2020, neither we nor any “affiliated purchaser”, as that term is defined in Rule 10b-18(a)(3) under the Exchange Act, repurchased any of our common stock or other securities.

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Item 6 - Selected Financial Data

Not applicable

Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations

(1) Caution Regarding Forward-Looking Information

(2) General

The Company’s History

BioAdaptives, Inc., (“BioAdaptives,” the “Company,” or “we” or “us”) was incorporated in the State of Delaware on April 19, 2013, as APEX 8 Inc. From inception through October 21, 2013, the Company was in the developmental stage and conducted virtually no business operations, other than organizational activities and preparation of a registration statement on Form 10-12g (the “Registration Statement”), which was filed with the U.S. Securities and Exchange Commission on May 3, 2013. On June 11, 2013, the SEC staff informed the Company that it had no further comments on this filing.

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On October 2, 2017, the Board of Directors appointed Kim Southworth and Edward E Jacobs, Jr MD as directors and Barry K. Epling resigned as Chairman. FHI donated 9,628.568 shares of the Company’s common stock to the Breath of Life Foundation, a Section 501(c)(3) non-profit organization. At that time, these shares constituted 51.84% of the Company’s issued and outstanding shares. Subsequently, Breath of Life granted the Company’s Board of Directors an irrevocable proxy to vote them. With these actions, Barry K. Epling terminated his relationship with the Company as officer or director. On that same day, Christopher G. Hall resigned as an officer of the Company (he remains on the Advisory Board); Southworth was appointed Chief Executive Officer; and Edward E Jacobs was appointed Chief Financial officer, Secretary and Scientific Director of the Company.

On May 15, 2018, the Board of Directors appointed James E Rouse as a director; the Company also appointed him as President. On July 6, 2018, Ms. Southworth resigned from the Company and Dr. Jacobs was appointed Chief Executive Officer in addition to his existing responsibilities. On September 10, 2018, Rouse resigned as an officer and director of the Company although a company he controls provided consulting services until September 25, 2018.

On September 11, 2019, the Company appointed Robert Ellis as President and Ron Lambrecht as Chief Financial Officer.

The Company’s Business

Our current product line includes PrimiCell®, PrimiLung™ and PluriPain® for humans and Canine Regen® and Equine Regen® for dogs and horses. We market Equine All-in-One™ under a marketing agreement with Livestock Impact, Inc.

All of our current products are licensed from and manufactured by third-parties under agreements that either provide for royalty payments or permit us to buy at wholesale or distributor rates and mark-up our profits and marketing expenses. We are currently a branding and marketing company but continue to investigate potential products. We have suspended development of NutraLoad^TM products, the Agronifier^TM process, and products based on the BioSwan and Clean Path licenses. We plan to rely upon direct and indirect sales of the Pluri and Primi lines and Regen and All In One animal products for revenues, although neither has produced any significant revenue since our inception. We believe the Equine All-in-One product has great potential and intend to market it to trainers through our relationship with Livestock Impact, Inc. and Bruce Colclasure. We can make no assurances that we will find commercial success in any of our products. We are a new company and thus have very limited experience in sales expectations and forecasting.

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(3) Results of Operations

The Company has recognized revenues for years ended December 31, 2019, and December 31, 2020, of $9,934.00 and $16,327, respectively.

In conjunction with the Company’s business plan, as discussed in Item I of this document, the Company has expended considerable effort and financial resources to the implementation of its business plan. The Company has incurred operating expenses requiring cash payments of approximately $260.421, which was principally funded through convertible debt as disclosed in the accompanying financial statement footnotes and advances from shareholders.

Earnings (Loss) per share for the respective years ended December 31,2019 and December 31, 2020, were $(0.01) and (0.04), 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 such time that the Company fully implements its current business plan, at which time the Company’s expenses and working capital requirements may increase significantly. The Company does not expect to generate any meaningful revenue or incur operating expenses for purposes other than fulfilling the obligations of a reporting company under the Exchange Act unless and until such time that the Company begins meaningful operations.

(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 successfully implement this business plan or that if implemented, said plan will be successful.

(5) Liquidity and Capital Resources

At December 31, 2019 and 2020, respectively, the Company had working capital of approximately $(0) and $(0); inclusive of all related party accounts receivable, accrued expenses and line-of-credit notes payable.

It is the belief of management that our current finance partners and shareholders will be able provide sufficient working capital necessary to support and preserve the integrity of the corporate entity. However, there is no legal obligation for either management or significant stockholders to provide additional future funding. Further, the Company is at the mercy of future economic trends and business operations for the Company’s majority stockholder to have the resources available to support the Company. Should this pledge to provide continuing financing not be fulfilled, the Company has not identified any alternative sources. Consequently, there is substantial doubt about the Company’s ability to continue as a going concern.

The Company’s need for working capital may change dramatically as a result of any future business transaction.

There can be no assurance that the Company will identify or enter into any business transaction in the future. Further, there can be no assurance that the Company would be successful in consummating any acquisition on favorable terms or that it will be able to profitably manage the business, product, technology or company it acquires.

The Company has no current plans, proposals, arrangements or understandings with respect to the sale or issuance of additional securities prior to the location of a potential business transaction. Accordingly, there can be no assurance that sufficient funds will be available to the Company to allow it to cover the expenses related to such activities.

Regardless of whether the Company’s cash assets prove to be inadequate to meet the Company’s operational needs, the Company might seek to compensate providers of services by issuances of stock in lieu of cash.

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(6) Critical Accounting Policies

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

Our significant accounting policies are summarized in Note 2 of our financial statements. While all these significant accounting policies impact our financial condition and results of operations, we view certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on our financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates. Our management believes that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause effect on our results of operations, financial position or liquidity for the periods presented in this report.

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, 2020 AND 2019

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Report of Independent Registered Public Accounting Firm		21
Consolidated Balance Sheet		22
Consolidated Statements of Operations		23
Consolidated Statements of Stockholders’ Deficit		24
Consolidated Statements of Cash Flows		25
Notes to Consolidated Financial Statements		26

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Report of Independent Registered Public Accounting Firm

To the shareholders and the board of directors of BioAdaptives, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of BioAdaptives, Inc. as of December 31, 2020 and 2019, the related statements of operations, stockholders’ equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s 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 audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit 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 Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit 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 audit 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 audit provides a reasonable basis for our opinion.

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has suffered recurring losses from operations and has a significant accumulated deficit. In addition, the Company continues to experience negative cash flows from operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/S/ BF Borgers CPA PC

BF Borgers CPA PC

We have served as the Company’s auditor since 2018

Lakewood, CO

March 30, 2021

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BIOADAPTIVES, INC.

CONSOLIDATED BALANCE SHEETS

	December 31,			December 31,
	2020			2019

ASSETS
Current Assets:
Cash	$	4,587		$	12,313
Marketable securities		444			772
Inventory		13,815			11,128
Total Current Assets		18,846			24,213

TOTAL ASSETS	$	18,846		$	24,213

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities:
Accounts payable and accrued liabilities		87,561			29,954
Derivative liabilities		827,119			464,024
Current portion of convertible notes - net of discount of $4,764 and $71,607		405,236			312,893
Loans Payable		-			7,218
Note payable - related party		77,715			50,000
Total Current Liabilities		1,397,631			864,089

Total Liabilities		1,397,631			864,089

Stockholders’ Deficit:
Preferred stock, ($.0001 par value, 5,000,000 shares authorized; none issued and outstanding.)		-			-
Series A Preferred Stock 4,000,000 shares designated; none issued and outstanding		-			-
Common stock ($.0001 par value, 200,000,000 shares authorized; 21,591,942 and 18,576,379 shares issued and outstanding, and 762,390 and 362,390 issuable, respectively)		2,159			1,894
Additional paid-in capital		4,225,217			3,917,147
Accumulated deficit		(5,606,161	)		(4,758,917	)
Total Stockholders’ Deficit		(1,378,785	)		(839,876	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	18,846		$	24,213

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

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BIOADAPTIVES, INC. CONSOLIDATED STATEMENTS

OF OPERATIONS AND COMPREHENSIVE LOSS

	Year ended
	December 31,
	2020			2019

Revenues	$	16,327		$	9,934
Cost of revenue		10,232			5,049
Gross Profit		6,095			4,885

Operating Expenses
General and administrative		72,409			88,933
Professional fees		48,369			57,567
Stock based compensation		139,643			92,792
Total Operating Expenses		260,421			239,292

Other Income (Expense)
Unrealized loss on marketable securities		(328	)		(3,215	)
Interest expense		(230,328	)		(199,319	)
Change in fair value of derivative liabilities		(362,262	)		198,014
Total Other Expense		(592,918	)		(4,520	)

Loss before income taxes		(847,244	)		(238,927	)

Net loss	$	(847,244	)	$	(238,927	)

Net Loss Per Common Share:
Basic and Diluted	$	(0.04	)	$	(0.01	)

Weighted Average Number of Common Shares Outstanding:
Basic and Diluted		20,387,798			18,650,396

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

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BIOADAPTIVES, INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT

	Preferred stock				Common stock						Additional paid-in		Accumulated
	Shares		Amount		Shares			Amount			capital		Deficit			Total
Balance, December 31, 2018		-	$	-		18,371,671		$	1,837		$	3,824,412	$	(4,519,990	)	$	(693,741	)

Common stock issued for service - related party		-		-		637,856			64			92,728		-			92,792
Cancellation of shares		-		-		(70,758	)		(7	)		7		-			-
Net Income for the period		-		-		-			-			-		(238,927	)		(238,927	)

Balance, December 31, 2019		-		-		18,938,769			1,894			3,917,147		(4,758,917	)		(839,876	)

Common stock issued for conversion of debt		-		-		2,253,173			225			168,467		-			168,692
Common stock issued for service		-		-		400,000			40			47,075		-			47,115
Common stock issued for service - related party		-		-		558,693			56			71,944		-			72,000
Stock based compensation		-		-		-			-			20,528		-			20,528
Cancellation of common stock - officers						(558,693	)		(56	)		56		-			-
Net Income for the period		-		-		-			-			-		(847,244	)		(847,244	)

Balance, December 31, 2020		-	$	-		21,591,942		$	2,159		$	4,225,217	$	(5,606,161	)	$	(1,378,785	)

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

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BIOADAPTIVES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOW

	Year ended
	December 31,
	2020			2019
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(847,244	)	$	(238,927	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation		47,115			-
Stock-based compensation - related party		92,528			92,792
Change in fair value of derivative liabilities		362,262			(198,014	)
Amortization of debt discount		179,843			158,082
Unrealized loss on investments in marketable securities		328			3,215
Changes in operating assets and liabilities:
Inventory		(2,687	)		38,729
Prepaid expense and other current assets		-			-
Accounts payable and accrued liabilities		60,966			(23,997	)
Net Cash Used in Operating Activities		(106,889	)		(168,120	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from Notes payable		9,800			15,800
Repayments of notes payable		(18,352	)		(8,582	)
Proceeds from Notes payable - related party		27,715			50,000
Proceeds from Convertible notes		80,000			67,000
Net Cash Provided by Financing Activities		99,163			124,218

Net change in cash		(7,726	)		(43,902	)
Cash at beginning of period		12,313			56,215
Cash at end of period	$	4,587		$	12,313

SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for income taxes	$	-		$	-
Cash paid for interest	$	1,079		$	47,864

NON-CASH INVESTING AND FINANCING ACTIVITIES
Issuance of common stock for conversion of debt	$	168,692		$	-
Cancellation of common stock	$	56		$	7

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

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BIOADAPTIVES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. DESCRIPTION OF BUSINESS AND HISTORY

Description of business

BioAdaptives, Inc. (formerly known as APEX 8 Inc.) (“BioAdaptives”,” Company”) was incorporated under the laws of the State of Delaware on April 19, 2013. BioAdaptives is a research, development, and educational company. Our current focus is on products and strategies that improve health and wellness. These products include dietary supplements, specialty food items, and proprietary methods of optimizing the bioelectromagnetic availability of foods and beverages. Our base of products and intellectual property are designed to aid in cognition, focus, fatigue reduction, increased testosterone, improved overall emotional and physical wellness, healing, and anti-ageing and include patent pending solutions in the form of devices and nutraceuticals,

The Company’s strategy is to develop a position as a leader in supplying science-based quality nutraceutical products to an aging population within developed countries such as the United States, Canada, APAC countries, such as China, Japan, Korea, Singapore, Taiwan, Australia and New Zealand, as well as both Western and Eastern Europe, while continuing to create new innovative, health inspired products to start generating growth in sales and profitability. Some of the products have proven to be as effective or even more effective on horses and dogs than on humans and this has caused the Company to expand the target market to include dogs and horses.

Since 2014, BioAdaptives®, has been engaged in the research of primitive cells, including stem cells and their derivatives and natural ingredients which may encourage its proliferation. Such studies were conducted both on human and animals, in particular, canine and equine. The results have been encouraging. More in depth studies on this and other wellness aspects such as anti-aging and sports performance are scheduled.

On May 22, 2019, the Company moved its corporate office to 2620 Regatta Drive, Suite 102, Las Vegas, NV 89128, but maintained fulfillment facilities at 4385 Cameron Street, Suite B, Las Vegas, NV 89103.

COVID-19

A novel strain of coronavirus (COVID-19) was first identified in December 2019, and subsequently declared a global pandemic by the World Health Organization on March 11, 2020. As a result of the outbreak, many companies have experienced disruptions in their operations and in markets served. The Company has instituted some and may take additional temporary precautionary measures intended to help ensure the well-being of its temporary employees, officers, directors, consultants and others and minimize business disruption. The Company considered the impact of COVID-19 on the assumptions and estimates used and determined that although it believes its overall financial performance and results suffered there were no material adverse impacts on the Company’s reporting of results of operations and financial position on December 31, 2020. The full extent of the future impacts of COVID-19 on the Company’s operations is uncertain. Future outbreaks and an extended recovery could have a material adverse impact on financial results and business operations of the Company, including the timing and ability of the Company to collect accounts receivable and the ability of the Company to continue to provide high quality services to its clients. The Company is not aware of any specific event or circumstance that would require an update to its estimates or judgments or a revision of the carrying value of its assets or liabilities as of March 8^th 2021, the date of issuance of this Annual Report on Form 10-K. These estimates may change, as new events occur, and additional information is obtained.

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.

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Consolidation

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

Use of estimates

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

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, 2020, and 2019, the Company has no cash equivalents.

Investment Securities

In January 2016, the FASB issued ASU 2016-01, Financial Instruments — Overall: Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”), which addresses certain aspects of the recognition, measurement, presentation and disclosure of financial instruments. ASU 2016-01 was effective for the Company beginning January 1, 2018 and we are now recognizing any changes in the fair value of certain equity investments in net income as prescribed by the new standard rather than in other comprehensive income (“OCI”). We recognized a cumulative effect adjustment to increase the opening balance of accumulative deficit as of January 1, 2018 by $58,336.

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 Company’s 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.

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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For the years ended December 31, 2020 and 2019, 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,
	2020		2019
	(Shares)		(Shares)
Warrants		-		200,000
Convertible notes		36,247,341		4,529,678
Total		36,247,341		4,729,678

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.

Cost of revenue

Cost of revenue includes the inventory purchased from a related party.

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, 2020, and 2019, the Company determined that no reserve was required.

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 Company’s 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. We have not undertaken

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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The following table summarizes fair value measurements by level as of December 31, 2020, and 2019, measured at fair value on a recurring basis:

Fair Value Measurements as of December 31, 2020 Using:

	Total Carrying Value as of December 31,		Quoted Market Prices in Active Markets		Significant Other Observable Inputs		Significant Unobservable Inputs
	2020		(Level 1)		(Level 2)		(Level 3)
Assets:
Equity Securities	$	444	$	444	$	-	$	-

Liabilities
Derivative liabilities	$	827,119	$	-	$	-	$	827,119

Fair Value Measurements as of December 31, 2019 Using:

	Total Carrying Value as of December 31,		Quoted Market Prices in Active Markets		Significant Other Observable Inputs		Significant Unobservable Inputs
	2019		(Level 1)		(Level 2)		(Level 3)
Assets:
Equity Securities	$	772	$	772	$	-	$	-

Liabilities
Derivative liabilities	$	464,024	$	-	$	-	$	464,024

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.

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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 requires 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 Company’s 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 Company’s 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.

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 $5,606,161 as of December 31, 2020. The Company requires capital for its contemplated operational and marketing activities. The Company’s ability to raise additional capital through the future issuances of common stock is unknown. Obtaining additional financing, successful development of the Company’s 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 raise substantial doubt about the Company’s 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.

4. MARKETABLE SECURITIES

Equity securities as of December 31, 2020, and 2019, were comprised of 105,736 shares of common stock of Hemp, Inc. (HEMP.PK) recorded at fair value of $444 and $772, respectively.

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5. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts payable and accrued liabilities aa of December 31, 2020, and 2019 consists of the following:

	December 31,		December 31,
	2020		2019
Accounts payable	$	5,374	$	1,297
Credit card		7,759		20,214
Accrued interest		49,583		2,457
Accrued liabilities		24,845		5,986
	$	87,561	$	29,954

6. CONVERTIBLE NOTES

Convertible notes as of December 31, 2020, and 2019 consist of the following:

	December 31,			December 31,
	2020			2019
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 2019		13,000			73,500
Convertible Notes - issued fiscal year 2020		86,000			-
Total convertible notes payable		410,000			384,500

Less: Unamortized debt discount		(4,764	)		(71,607	)
Total convertible notes		405,236			312,893

Less: current portion of convertible notes		405,236			312,893
Long-term convertible notes	$	-		$	-

The Company recognized amortization expense related to the debt discount of $179,843 and $158,082 for the year ended December 31, 2020, and 2019, respectively, which is included in interest expense in the statements of operation.

For the year ended December 31, 2020, and 2019, the interest expense on convertible notes was $46,779 and $39,457, respectively. As of December 31, 2020, and 2019, the accrued interest was $46,145 and $1,391, respectively.

Conversion

During the year ended December 31, 2020, the Company converted notes with principal amounts of $60,500 and accrued interest of $2,025 into 2,253,173 shares of common stock. The corresponding derivative liability at the date of conversion of $106,167 was credited to additional paid in capital.

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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 $426,000 in convertible notes for cash proceeds of $426,000. The convertible notes were also provided with a total of 107,000 common shares valued at $22,210. The terms of these convertible notes are summarized as follows:

	•	Term two years;

	•	Annual interest rates 12%;

	•	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, 2019

During the year ended December 31, 2019, the Company issued a total principal amount of $73,500 in convertible notes for cash proceeds of $67,000. The terms of convertible notes are summarized as follows:

	•	Term one years;

	•	Annual interest rates 10%;

	•	Convertible at 180 days from issuance

	•	Conversion prices are based on a 42% discount to the lowest trading price during the 20-trading day period ending on the latest complete training day prior to the conversion date.

Convertible Notes – Issued during the year ended December 31, 2020

During the year ended December 31, 2020, the Company issued a total principal amount of $86,000 in convertible note for cash proceeds of $80,000. The terms of convertible note are summarized as follows:

	·	Term one year;

	·	Annual interest rates 10%;

	·	Convertible at 180 days from issuance

	·	Conversion prices are 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 Binomial 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, 2020 amounted to $239,593, and $107,000 of the value assigned to the derivative liability was recognized as a debt discount to the notes while the balance of $132,593 was recognized as a “day 1” derivative loss.

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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 we 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.

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, 2020. 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 year ended December 31, 2020, and 2019, the estimated fair values of the liabilities measured on a recurring basis are as follows:

	Year ended	Year ended
	December 31,	December 31,
	2020	2019
Expected term	0.01- 0.51 years	0.22 - 1.43 years
Expected average volatility	117% - 317%	229% - 320%
Expected dividend yield	-	-
Risk-free interest rate	0.05% - 0.19%	1.55% - 2.40%

The following table summarizes the changes in the derivative liabilities during the year ended December 31, 2020, and 2019

Fair Value Measurements Using Significant Observable Inputs (Level 3)

Balance - December 31, 2018	$	662,038

Gain on change in fair value of the derivative		(198,014	)
Balance - December 31, 2019	$	464,024

Addition of new derivatives recognized as debt discounts		107,000
Addition of new derivatives recognized as loss on derivatives		132,593
Settled on issuance of common stock		(106,167	)
Loss on change in fair value of the derivative		229,669
Balance - December 31, 2020	$	827,119

The aggregate (gain) loss on derivatives during the year ended December 31, 2020, and 2019 was as follows.

	Year ended
	December 31,
	2020		2019
Day one loss due to derivative liabilities on convertible notes	$	132,593	$	-
(Gain) loss on change in fair value of the derivative liabilities		229,669		(198,014	)
	$	362,262	$	(198,014	)

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8. NOTES PAYABLE

On August 1, 2019, the Company issued a note payable of $11,900 to a third party. The repayment amount is $12,852 and the term is 6 months. During the year ended December 31, 2019, the Company repaid $8,588 including interest expense of $656.

On October 24, 2019, the Company issued a note payable of $3,900 to a third party. The repayment amount is $4,212 and the term is 6 months. During the year ended December 31, 2019, the Company repaid $709 including interest expense of $59.

During the year ended December 31, 2020, the Company issued additional notes payable of $9,800 to a third party. The term is 6 months. During the year ended December 31, 2020, the Company recognized interest expense of $1,079 and repaid $14,840.

As of December 31, 2020, and 2019, the Company owed note payable of $0 and $7,218 and accrued interest of $0 and $256, respectively.

9. STOCKHOLDERS’ EQUITY

Preferred Stock

The Company is authorized to issue 5,000,000 shares of $.0001 par value preferred stock, of which 4,000,000 have been designated as Series A Preferred Stock. As of December 31, 2020, the Company had no shares of preferred stock issued. Subsequently, as of March 8^th. 2021,the Company has issued 1,100,000 shares of Series A Preferred Stock for license and marketing agreements and to satisfy debt, all in accordance with the Certificate of Designation for such shares.

Common Stock

The Company is authorized to issue 200,000,000 shares of $.0001 par value common stock as of December 31, 2020. See below.

As of December 31, 2020, and 2019, there were 20,829,552 and 18,576,379 shares of the Company’s common stock issued and outstanding, respectively.

Fiscal year 2020

On February 6, 2020, the Company’s board and a majority of its shareholders approved an amendment to the Company’s Articles of Incorporation to increase the authorized number of shares of its common stock, par value .0001, from 100,000,000 shares to 200,000,000 shares.

During the year ended December 31, 2020, the Company issued 2,253,173 shares of common stock for conversion of debt of $62,525.

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During the year ended December 31, 2020, the Company recorded 558,693 common stock issuable valued at $72,000 based on an employment agreement – related party transaction. During the year ended December 31, 2020, all our management have waived their compensation due to COVID-19 related slow-downs and other factors and none of these shares were issued.

During the year ended December 31, 2020, the Company recorded 400,000 common stock issuable valued at $47,115 for services.

Fiscal year 2019

During the year ended December 31, 2019, the Company issued 480,210 shares of restricted common stock to Dr. Edward Jacobs, who is our CEO, as his compensation from August 1, 2018 to June 30, 2019.

During the year ended December 31, 2019, the Company recorded 352,390 shares of common stock issuable valued at $42,000 based on an employment agreement – related party transaction (See Note 10).

During the year ended December 31, 2019, the Company settled 70,758 shares of common stock issuable for consulting service and cancelled 70,758 shares of common stock.

Warrant

During the year ended December 31, 2018, the Company entered into an agreement with consultant to provide the Company with consulting services in exchange for 2-year warrant to purchase 200,000 shares of common stock with an exercise price of $0.1 per share. The Company recognized a warrant expense of $52,365, as stock-based compensation and additional paid-in capital. The Company determined that the warrants qualify for derivative accounting as a result of the related issuance of the convertible note on in April 2018, which had no express limit on the number of shares to be delivered upon future settlement of the conversion options. This warrant expired unexercised during the period ended December 31, 2020.

A summary of activity during the year ended December 31, 2020 and 2019 follows:

	Warrants Outstanding
				Weighted Average
	Shares			Exercise Price

Outstanding, December 31, 2018		200,000		$	0.10
Granted		-			-
Exercised		-			-
Expired		-			-
Outstanding, December 31, 2019		200,000		$	0.10
Granted		-			-
Exercised		-			-
Expired		(200,000	)		0.10
Outstanding, December 31, 2020		-		$	-

10. RELATED PARTY TRANSACTIONS

Notes payable – related party

During the year ended December 31, 2020, the Company issued notes for a total principal amount of $27,715 to a company owned by our CEO. The notes bear 4% interest and have terms of 3 and 6 months.

During the year ended December 31, 2019, the Company issued notes for a total principal amount of $50,000 to a company owned by our CEO. The notes bear 4% interest and have a term of 1 year.

As of December 31, 2020, and 2019, the Company recorded notes payable – related party of $77,715 and $50,000 and accrued interest of $3,438 and $809, respectively.

Employee agreements

In June 2018, the Company entered into an employment agreement with Dr. Edwards E. Jacobs, Jr., our CEO, for a base compensation of $10,000 monthly and 100,000 shares of common stock, then valued at $27,500. In October 2018, the agreement was amended to a base compensation is $7,000 in cash or equivalent in common stock. All shares to be issued during fiscal year 2020 were waived due to COVID-19 related slow-downs and other factors. During years ended December 31, 2020 and 2019, the Company recorded Stock based compensation of $42,000 and $84,000, respectively.

In August 2019, the Company entered into an employment agreement with Robert W. Ellis, our president, for a base compensation of $5,000 in cash per monthly and 250,000 shares to be issued on August 31, 2020, then valued at $26,375. All shares to be issued during fiscal year 2020 were waived due to COVID-19 related slow-downs and other factors. During the years ended December 31, 2020 and 2019, the Company recorded Stock based compensation of $13,188 and $8,792 and accrued liabilities of $10,000 and $5,000, respectively.

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In September 2019, the Company entered into an employment agreement with Ronald Lambrecht, our Chief Financial Officer, for a base compensation of $5,000, or equivalent in common stock, monthly and 100,000 shares to be issued on September 30, 2020, then valued at $11,010. All shares to be issued during fiscal year 2020 were waived due to COVID-19 related slow-downs and other factors. We extended the period of the original agreement and the services to be provided will commence on January 2, 2020. During the year ended December 31, 2020, the Company recorded Stock based compensation of $37,340.

11. 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,
	2020			2019
Net operating loss	$	(64,079	)	$	(58,560	)
Valuation allowance		64,079			58,560
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,
	2020			2019
NOL Carryover	$	270,108		$	206,029
Valuation allowance		(270,108	)		(206,029	)
Net deferred tax asset	$	-		$	-

Due to the change in ownership provisions of the Income Tax laws of United States of America, net operating loss carry forwards of approximately $1,286,000 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 as to use in future years.

12. COMMITMENT

The Company shares office space with another company affiliated with our largest shareholder; we did not pay rent during the period ended December 31, 2020, and have no obligation to pay rent at present. During the year ended December 31, 2020, and 2019, the Company incurred rental expenses of $0 and $2,724, respectively.

13. SUBSEQUENT EVENTS

On March 1, 2020, the Company’s board affirmed or ratified instructions for the issuance of shares of common and preferred stock to satisfy obligations incurred during the period ended December 31, 2020. The Company issued 250,000 shares of Series A Preferred Stock to Essence Now Ltd. in exchange for licensing rights to products in the Primi and Pluri line of human products; this transaction was effective January 1, 2021. The Company issued 600,000 shares of Series A Preferred Stock to Bioscience Associates, in exchange for the release and termination of $24,000 of debt. The Company issued 1,000,000 shares of common stock to Essence Worldwide, Ltd. as payment for a Consulting Agreement entered into in 2018. As noted above, the Company also issued 10,7692,873 shares of common stock to PowerUp Lending Group, Ltd. since January 1, 2021, to satisfy obligations under the previously referenced convertible notes. On February 17, 2021, the Company issued another convertible note to PowerUp in the principal amount of $43,000; this note carries the same terms as the previous notes discussed above, including conversion rights after six month. The Company accepted releases and waivers from its Chief Operating Officer, President and Chief Financial Officer, agreeing to return or reject stock-based compensation for periods ending December 31, 2019 and 2020, resulting in a return to treasury of 352,390 shares of the Company’s common stock and avoidance for the issuance of an additional 1,158,525 shares. On February 1, 2021, The Company issued 250,000 shares of Series A Preferred Stock to LiveStock Impact, Inc. in exchange for licensing rights to products in the Regen and All In One Animal lines.

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Item 9 - Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

The Company’s auditor is BF Borgers, CPA, P.C., 5400 West Cedar Avenue, Lakewood, CO 80226. The Company did not have an auditor after filing its Form 10-K for the period ending December 31, 2016, until it retained its current auditors in 2018. BF Borgers CPA, P.C. relied on our previous auditor’s work for the period ended December 31, 2016 in auditing our financial statements for the period covered in our Form 10-12g.

During the fiscal years ended December 31, 2018, 2019 and 2020, and the subsequent interim period through March 15, 2020, neither the Company nor anyone on its behalf consulted with BF Borgers CPA, P.C. regarding (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and no written report or oral advice was provided to the Company that BF Borgers CPA, P.C. concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a “disagreement” (as that term is defined in Item 304(a)(1)(iv) of Regulation S K) or a “reportable event” (as that term is described in Item 304(a)(1)(v) of Regulation S K).

Item 9A - Controls and Procedures

Disclosure Controls and Procedures. Our management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer (Certifying Officers), have evaluated the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15 promulgated under the Exchange Act as of the end of the period covered by this Annual Report. Disclosure controls and procedures are controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms and include controls and procedures designed to ensure that information we are required to disclose in such reports is accumulated and communicated to management, including our Certifying Officers, as appropriate, to allow timely decisions regarding required disclosure. Based upon that evaluation, our Certifying Officers concluded that as of such date, our disclosure controls and procedures were not effective to ensure that the information required to be disclosed by us in our reports is recorded, processed, summarized and reported within the time periods specified by the SEC due to a weakness in our controls described below. However, our Certifying Officers believe that the financial statements included in this report fairly present, in all material respects, our financial condition, results of operations and cash flows for the respective periods presented.

Management’s Annual Report on Internal Control over Financial Reporting.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule l 3a- l 5(t) under the Securities Exchange Act of 1934). Management has assessed the effectiveness of our internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. As a result of this assessment, management concluded that, as of December 31, 2020, our internal control over financial reporting was not effective. Our management identified the following material weaknesses in our internal control over financial reporting, which are indicative of many small companies with small staff: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines.

We plan to take steps to enhance and improve the design of our internal control over financial reporting. During the period covered by this annual report on Form 10-K, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we hope to implement the following changes during our fiscal year ending December 31, 2021: (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient written policies and procedures for accounting and financial reporting. The remediation efforts set out in (i) and (ii) are largely dependent upon our securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner.

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to an exemption for non-accelerated filers set forth in Section 989G of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

Item 9B - Other Information

Not applicable

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PART III

Item 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, 2020.

Name	Age	Principal Positions
Edward E. Jacobs, Jr MD	80	Director & Chief Executive Officer
Robert W. Ellis	79	President
Ronald Lambrecht	68	Chief Financial Officer

Biographical Information for Edward E. Jacobs, Jr MD

Edward E. Jacobs, Jr, Age 80. Director and Chief Executive Officer

Dr. Edward E. Jacobs, Jr., a graduate of Princeton University and Harvard Medical school, is a biotechnology consultant with over 25 years’ experience in biopharmaceutical and medical device development, as well as, 35 years of teaching and direct patient care. Dr. Jacobs has participated in drug development process from discovery through animal and human studies, including regulatory support for FDA and international regulatory affairs, strategic planning, and investor relations.

Dr. Jacobs has extensive clinical operations experience, having conducted, as chief clinical investigator, more than 15 human trials in the US, Europe, Eastern Europe, and the Republic of South Africa. He has also served as a medical monitor and liaison for clinical investigators involved with international trials with responsibility for regulatory compliance.

After completing surgical training at Harvard and research positions at the National Heart, Lung and Blood Institute, Bethesda, Maryland, and at Saint Thomas’ Hospital Medical School, London, Dr. Jacobs was a member of the Harvard Medical School staff, combining teaching with clinical practice and research. He has also served on the Scientific Advisory Board of the Armenise-Harvard Foundation and the Publications Committee for the New England Journal of Medicine

Scientifically, Dr. Jacobs has made original observations in the field of tissue oxygenation therapy and water modification. His current focus is on natural products for animal and human use, anti-ageing strategy, and primitive cell biology.

He is an author of more than 40 scientific publications and is the holder of four patents.

Biographical Information for Robert W. Ellis

Robert W Ellis, Age 79, President

Mr. Robert Ellis brings more than forty years of business management experience to the Company. He has worked extensively in senior positions across a variety of industry disciplines, including aerospace, electronics, communications, and international marketing. Mr. Ellis has been an executive officer in private and public companies, both major entities, start-ups, and emerging entities. He has an Accounting Degree from the University of Illinois and is a CPA.

Biographical Information for Ronald Lambrecht

Ronald Lambrecht, Age 68, Chief Financial Officer

Ron Lambrecht is a successful businessman from Western Montana. He is a CPA and has operated a financial services business for more than 30 years. As a finance participant, he has been involved in a number of technology acquisitions and joint ventures. He graduated from the University of Montana in 1971 with a degree in Accountancy. Mr. Lambrecht is recognized as an expert in the fields of surface mining in addition to oil and gas exploration.

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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
Dr. Jun Gu M.D., Ph.D.	56	Medical Advisor
Dr. Antonina Nabokova M.D.	58	Medical Advisor
Christopher G. Hall	65	Business Development Advisor

Dr. Jun Gu has extensive experience in laboratory toxicology work and is frequently called upon as an expert in toxicology and pharmacology. He received his medical degree (M.D.) in 1986 from the Second Military Medicine University in Shanghai, China, and a Ph.D. in pharmacology from Shanghai Medical College at Fudan University in Shanghai, China in 1993.

Dr. Antonina Nabokova M.D has over 11 years’ experience in clinical trials and managing development of clinical operations in areas such as psychiatry, orphan indication, and urology. Dr. Nabokova currently maintains an office as the head of Representative office of SynteractHCR Deutschland GmbH, in Moscow, Russia. She holds an M.D. from Leningrad Medical University and also obtained a certificate in cardiology from Leningrad Medical University.

Christopher G Hall has been an executive within the nutraceutical products industry since 2006 and a serial entrepreneur for more than 20 years. He began his career in 1978 with AT &T as a finance and operations manager. With his deep experience in areas of communications, Mr. Hall has become a recognized industry leader having conducted speaking engagements at industry trade shows and conferences. He is an active member of several industry associations. Mr. hall has worked extensively in entrepreneurship, primarily in the nutraceutical and technology space as a C-level executive since1995 and has raised more than $30 million in investment capital for various enterprises. Mr. Hall is a graduate of University of Southern California with a Bachelors’ degree in International Relations and he holds an MBA from the Anderson School of Management at the University of California, Las Angeles.

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 in accordance with our bylaws. Our officers are appointed by our board of directors and hold 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

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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.

Financial Expert

The Company does not currently 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 at this time.

Information Concerning Non-Director Executive Officers

Neither Mr. Lambrecht nor Mr. Ellis are currently officers or directors of other publicly held companies. Both have employment contracts with the Company, under which they are compensated with shares for their services, which they each waived for the year ended December 31, 2020. Our activities were limited during this period but we believe both Mr. Lambrecht and Mr. Ellis devoted sufficient time to the Company’s business and look forward to their service during the current period.

Code of Ethics

As of December 31, 2020, 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.

Board’s 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 Company’s directors, executive officers and persons who own more than ten percent of a registered class of the Company’s 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 Company’s 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.

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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.

Item 11. Executive Compensation

We have employment agreements with our Chief Executive Officer, President and Chief Financial Officer, each of whom was to be compensated by stock grants accrued monthly based on current share prices or block grants during the period ended December 31, 2020. In consideration of the Company’s financial performance and lack of liquidity during this period, each of our officers waived compensation and we adjusted compensation accordingly. Also by agreement, we canceled shares previously issued to the Chief Executive Officer In addition, we have granted Company shares to consultants or key advisors at the discretion of the directors on a case-by-case basis. Total share compensation, with adjustments where appropriate, is set out below.

SUMMARY COMPENSATION TABLE

Name and

Principal

Position

Year

Salary ($)

Bonus

($)

Stock

Awards

(shares)

Option

Awards

($)

Non-Equity

Incentive Plan

Compensation

($)

Change in

Pension

Value and

Nonqualified

Deferred

Compensation

Earnings

($)

All

Other

Compensation ($)

Total ($)

Dr. Edward E. Jacobs,

MD CEO and Chairman

2020

0[2,438,525]

Ron Lambrecht

Chief Financial Officer

2020

0[332,788]

Robert Ellis

President

2020

0[250,000]

Bruce Colclasure

Consultant

2020

150,000

Karen Kapp-Vance

Consultant

2020

100,000

Charlie Timmerman

Consultant

2020

150,000

Essence Worldwide, Ltd.

Consultant

2020

1,000,000

The Company has no other executive compensation issues which would require the inclusion of other mandated table disclosures.

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Director Compensation

Dr. Edward E. Jacobs is the sole director; his compensation is wholly derived from his employment 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, 2020, 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 20,833,552 total outstanding Shares as of December 31, 2020.

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, 2020

Title of class	Name of beneficial owner	Amount of beneficial ownership			Percent of class
Common Stock	Edward E. Jacobs, Jr		2,239,531			10.7	%
	Director & Chief Executive Officer
Common Stock	Ronald Lambrecht		232,788
All officers and Directors as a Group (3 person)			2,472,319			11.46	%

More than 5% Beneficial Owners: (1)
Common Stock	Breath of Life Foundation		9,628,5	(2)		46.2	%
	6490 Desert Inn Rd, Las Vegas, 89145
Common Stock	Edward E. Jacobs, Jr (3)		2,239,531			10.7	%
	1201 Virginia City Avenue, Las Vegas, NV 89106

(1) The terms of our convertible notes with PowerUp Lending Group, Ltd. limit its ownership to less than 4.99% of the Company’s outstanding shares at any given time and it does not otherwise report ownership.

(2) Breath of Life Foundation assigned irrevocable voting rights to the Board of Director of BioAdaptives, Inc.

(3) Dr. Jacobs is the sole shareholder of BioScience Associates, which is the holder of 600,000 shares of the Company’s Series A Preferred Stock. These shares provide him with 10:1 voting rights in certain instances, along with 5:1 conversion rights.

Changes in Control

On June 21, 2013, the Company’s sole officer, director and shareholder, Richard Chiang, sold 10,000,000 shares of the Company’s common stock, constituting 100% of its issued and outstanding shares, to Ferris Holding Inc., a Nevada corporation (“FHI”) for a purchase price of $40,000. Effective the same date, Mr. Chiang or the Company appointed Barry K. Epling, who was the sole shareholder of FHI, as Chairman of the Board of Directors, and Gerald A. Epling as its President, Chief Executive Officer, Secretary, Chief Financial Officer and a director; Mr. Chiang then resigned. On September 25, 2013, the Company changed its name to BioAdaptives, Inc.

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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 Company’s common stock to the Breath of Life Foundation, a Section 501(c)(3) non-profit organization. At that time, these shares constituted 51.84% of the Company’s issued and outstanding shares and, as part of the grant, Breath of Life granted the Company’s Board of Directors an irrevocable proxy to vote them. With these actions, Barry K. Epling terminated his relationship with the Company as an owner (direct or indirect), officer or director.

There have been no change of control transactions subsequent to the FHI donation in 2017.

Item 13 - Certain Relationships and Related Transactions, and Director Independence

Relationships and Transactions

Independence Transactions with Related Persons

Ferris Holding, Inc.

As noted herein, Ferris Holding Inc. (“Ferris Holding”) is an entity that was founded and is managed by Barry Epling, who was the Chairman of the Board of Directors of BioAdaptives up to October 2, 2017, and since then has no further relationship with us. Ferris entered into a product license agreement and a technology license agreement with BioAdaptives, pursuant to which, Ferris licensed to BioAdaptives certain rights to use Ferris’s technology and products. These agreements were previously filed. Mr. Barry Epling invented the Agronifier™ technology and licensed it to Ferris Holding. Ferris Holding donated all its shares in the Company to the Breath of Life Foundation, a non-profit organization operating under § 501(c)(3) of the Internal Revenue Code, which subsequently granted a voting proxy for its shares to the Company’s directors.

BioScience Associates

As noted in the accounting, BioScience Associates loaned the company $74,715.25 BioScience Associates is founded and managed by Dr. Edward E. Jacobs, Jr, Director and Chief Executive Officer of the Company. $24,000 of this debt was converted to 600,000 shares of Series A Preferred Stock after December 31, 2020.

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 corporation’s 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.

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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.

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 Company’s annual financial statements:

	Audit Services		Audit Related Fees		Tax Fees		Other Fees

Year Ended December 31, 2020	$	12,960	$	3,287.50	$	0	$	0
Year Ended December 31,2019	$	32,000	$	16,260.25	$	0	$	0

Item 15 - Exhibits and Financial Statement Schedules

3.1*	Articles of Incorporation

3.2*	Bylaws

31.1	Section 302 Certifications under Sarbanes-Oxley Act of 2002

32.1	Section 906 Certification under Sarbanes Oxley Act of 2002

* Incorporated by our Registration Statement on Form S-1 filed May 3, 2011

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 30^th 2021

BioAdaptives, Inc.


/s/ Edward E. Jacobs, Jr
Edward E. Jacobs, Jr
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.


/s/ Robert E. Ellis
Robert E. Ellis
Chief Financial Officer
(Principal Financial Officer)

March 30, 2021

BIOADAPTIVES, INC. - FORM 10-K - March 30, 2021

Attached files

BIOADAPTIVES, INC. Reports