BDPT 10-Q
Bioadaptives, Inc. (BDPT)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended
Commission File Number
(Exact name of registrant as specified in its charter) |
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(State or other jurisdiction of incorporation or organization) |
| (IRS Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
(
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non- accelerated filer, or a small reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
☐ | Large accelerated filer | ☐ | Accelerated filer |
☐ | Smaller reporting Company | ||
Emerging Growth Company: |
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Form
Table of Contents
PART I – FINANCIAL INFORMATION |
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of operations |
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Item 3. Quantitative and Qualitative Disclosures about Market Risk |
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds |
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| 2 |
| Table of Contents |
BIOADAPTIVES, INC.
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
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| June 30, |
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| December 31, |
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| 2026 |
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| 2025 |
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ASSETS |
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Current Assets: |
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Cash |
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Inventory |
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Security deposit |
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Prepaid expense |
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Total Current Assets |
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Property and equipment, net |
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TOTAL ASSETS |
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LIABILITIES AND STOCKHOLDERS' DEFICIT |
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Current Liabilities: |
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Accounts payable and accrued liabilities |
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Derivative liabilities |
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Convertible notes |
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Notes Payable |
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Due to related party |
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Total Current Liabilities |
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Total Liabilities |
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Stockholders' Deficit: |
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Preferred stock, ($.0001 par value, |
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Series A Preferred Stock |
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Series B Preferred Stock |
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Series C Preferred Stock |
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Series D Preferred Stock |
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Common stock ($.0001 par value, |
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Additional paid-in capital |
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Subscription receivable |
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Accumulated deficit |
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Total Stockholders' Deficit |
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TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT |
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| $ |
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The accompanying notes are an integral part of these unaudited consolidated financial statements.
| 3 |
| Table of Contents |
BIOADAPTIVES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(UNAUDITED)
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| Three months |
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| Six months |
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| June 30, |
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| 2026 |
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Revenues |
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Cost of revenue |
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Gross Profit |
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Operating Expenses |
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General and administrative |
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Professional fees |
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Impairment of inventory |
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Depreciation |
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Total Operating Expenses |
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Loss from operations |
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Other Income (Expense) |
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Other income |
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Interest expense |
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Change in fair value of derivative liabilities |
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Gain on settlement of debt |
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Total Other Income |
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Income (loss) before income taxes |
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Net Income (Loss) |
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Net Income (Loss) Per Common Share: |
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Basic |
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Diluted |
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Weighted Average Number of Common Shares Outstanding: |
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Basic and Diluted |
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The accompanying notes are an integral part of these unaudited consolidated financial statements.
| 4 |
| Table of Contents |
BIOADAPTIVES, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT
(UNAUDITED)
For the Three and Six months ended June 30, 2026
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| Series A Preferred stock |
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| Series B Preferred stock |
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| Series C Preferred stock |
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| Series D Preferred stock |
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| Common stock |
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| Additional paid-in |
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| Subscription |
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| Accumulated |
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| capital |
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| receivable |
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| Deficit |
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| Total |
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Balance, December 31, 2025 |
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| $ |
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Series D preferred stock issued for compensation |
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| - |
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| - |
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| - |
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| - |
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Net loss for the period |
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| - |
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| - |
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| - |
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| - |
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| - |
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Balance, March 31, 2026 |
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Series D preferred stock issued for compensation |
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| - |
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| - |
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| - |
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| - |
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Common stock issued for conversion of debt |
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| - |
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| - |
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| - |
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Common stock issued for compensation |
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| - |
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| - |
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| - |
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Common stock issued for service |
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Net loss for the period |
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| - |
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| - |
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| - |
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| - |
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Balance, June 30, 2026 |
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| $ |
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| $ |
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| $ |
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| $ |
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| $ |
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| $ |
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| $ | ( | ) |
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For the Three and Six months ended June 30, 2025
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| Series A Preferred stock |
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| Series B Preferred stock |
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| Series C Preferred stock |
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| Series D Preferred stock |
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| Common stock |
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| Additional paid-in |
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| Subscription |
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| Accumulated |
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| Shares |
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| Amount |
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| Shares |
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| Shares |
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| Shares |
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| capital |
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| receivable |
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| Deficit |
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| Total |
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Balance, December 31, 2024 |
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| $ |
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| $ |
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Common stock issued for conversion of Series D preferred stock |
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| - |
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| - |
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| - |
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Series D preferred stock issued for compensation |
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| - |
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| - |
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| - |
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| - |
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Reverse split adjustment |
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| - |
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| - |
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| - |
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Net loss for the period |
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| - |
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| - |
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| - |
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| - |
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| - |
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Balance, March 31, 2025 |
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| $ |
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Common stock issued for stock payable |
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| - |
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| - |
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| - |
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| - |
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Series D preferred stock issued for compensation |
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| - |
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| - |
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| - |
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| - |
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Series D preferred stock issued for cash |
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| - |
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| - |
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| - |
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| - |
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Stock option compensation |
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| - |
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| - |
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| - |
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| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
Net loss for the period |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | |||||||
Balance, June 30, 2025 |
|
|
|
| $ |
|
|
|
|
| $ |
|
|
|
|
| $ |
|
|
|
|
| $ |
|
|
|
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) | |||||||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
| 5 |
| Table of Contents |
BIOADAPTIVES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOW
(UNAUDITED)
|
| Six months ended |
| |||||
|
| June 30, |
| |||||
|
| 2026 |
|
| 2025 |
| ||
CASH FLOWS FROM OPERATING ACTIVITIES |
|
|
|
|
|
| ||
Net income (loss) |
| $ |
|
| $ | ( | ) | |
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
|
|
|
|
Change in fair value of derivative liabilities |
|
| ( | ) |
|
| ( | ) |
Amortization of debt discount |
|
|
|
|
|
| ||
Management compensation |
|
|
|
|
|
| ||
Stock based compensation |
|
|
|
|
|
| ||
Depreciation |
|
|
|
|
|
| ||
Gain on settlement of debt |
|
| ( | ) |
|
|
| |
Write-off of security deposit |
|
|
|
|
|
| ||
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
Accounts receivable |
|
|
|
|
| ( | ) | |
Inventory |
|
|
|
|
| ( | ) | |
Prepaid expense |
|
|
|
|
|
| ||
Accounts payable and accrued liabilities |
|
|
|
|
|
| ||
Due to related party |
|
|
|
|
|
| ||
Net Cash Used in Operating Activities |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES |
|
|
|
|
|
|
|
|
Purchase property and equipment |
|
|
|
|
| ( | ) | |
Net Cash Used in Investing Activities |
|
|
|
|
| ( | ) | |
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES |
|
|
|
|
|
|
|
|
Proceeds from issuance of Series D Preferred Stock |
|
|
|
|
|
| ||
Net Cash Provided by Financing Activities |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Net change in cash |
|
| ( | ) |
|
|
| |
Cash at beginning of period |
|
|
|
|
|
| ||
Cash at end of period |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL CASH FLOW INFORMATION: |
|
|
|
|
|
|
|
|
Cash paid for income taxes |
| $ |
|
| $ |
| ||
Cash paid for interest |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
NON-CASH INVESTING AND FINANCING ACTIVITIES |
|
|
|
|
|
|
|
|
Issuance of common stock for conversion of debt |
| $ |
|
| $ |
| ||
Issuance of common stock for stock payable |
| $ |
|
| $ |
| ||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
| 6 |
| Table of Contents |
BIOADAPTIVES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
1. DESCRIPTION OF BUSINESS AND HISTORY
Description of business
BioAdaptives, Inc. (“BioAdaptives” or the “Company”) was incorporated in Delaware on April 19, 2013, under the name Apex 8, Inc. Shortly afterwards, the Company’s control person sold his interest; new owners appointed management and changed its name to BioAdaptives, Inc. BioAdaptives’ core business is to investigate, market and distribute natural plant, fungi, and algal based products and medical devices that improve health and wellness for humans and animals, with an emphasis on pain relief, anti-viral function, and anti-aging properties.
The Company’s corporate office is located at 2620 Regatta Drive, Suite 102, Las Vegas, NV 89128.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s most recent Annual Financial Statements filed with the SEC on Form 10K. 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 for the interim period are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements that would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal period, as reported in the Form 10K filed with SEC on April 14, 2026, have been omitted
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.
Segment Information
Our Chief Executive Officer (“CEO”) is the chief operating decision maker who reviews financial information on a consolidated basis for purposes of allocating resources and evaluating financial performance. Accordingly, we determined we operate in a single reporting segment.
Our CEO assesses performance and decides how to allocate resources primarily based on consolidated net income, which is reported on our Consolidated Statements of Operations. Total assets on the Consolidated Balance Sheets represent our segment assets.
| 7 |
| Table of Contents |
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 June 30, 2026 and December 31, 2025, the Company had inventory as follows, and determined that no reserve was required.
|
| June 30, |
|
| December 31, |
| ||
|
| 2026 |
|
| 2025 |
| ||
Finished goods |
| $ |
|
| $ |
| ||
Raw material |
|
|
|
|
|
| ||
|
| $ |
|
| $ |
| ||
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).
The following table summarizes fair value measurements by level as of June 30, 2026 and December 31, 2025, measured at fair value on a recurring basis:
|
| Total Carrying Value as of June 30, |
|
| Quoted Market Prices in Active Markets |
|
| Significant Other Observable Inputs |
|
| Significant Unobservable Inputs |
| ||||
|
| 2026 |
|
| (Level 1) |
|
| (Level 2) |
|
| (Level 3) |
| ||||
Assets: |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Equity Securities |
| $ | - |
|
| $ | - |
|
| $ | - |
|
| $ | - |
|
Total |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative liabilities |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
|
| Total Carrying Value as of December 31, |
|
| Quoted Market Prices in Active Markets |
|
| Significant Other Observable Inputs |
|
| Significant Unobservable Inputs |
| ||||
|
| 2025 |
|
| (Level 1) |
|
| (Level 2) |
|
| (Level 3) |
| ||||
Assets: |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Equity Securities |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative liabilities |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
| 8 |
| Table of Contents |
Derivative Financial Instruments
The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. We evaluate all of our financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company used a Black Scholes valuation model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.
Revenue recognition
Revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:
| • | identify the contract with a customer; |
| • | identify the performance obligations in the contract; |
| • | determine the transaction price; |
| • | allocate the transaction price to performance obligations in the contract; and |
| • | recognize revenue as the performance obligation is satisfied. |
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.
| 9 |
| Table of Contents |
The following represents a reconciliation of the numerators and denominators of the basic and diluted income (loss) per share computation for the three and six months ended June 30, 2026:
|
| Three Months Ended |
|
| Six months ended |
| ||||||||||
|
| June 30, |
|
| June 30, |
| ||||||||||
|
| 2026 |
|
| 2025 |
|
| 2026 |
|
| 2025 |
| ||||
Numerator: |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Net Income (Loss) |
| $ |
|
| $ | ( | ) |
| $ |
|
| $ | ( | ) | ||
Gain on change in fair value of derivatives |
|
| ( | ) |
|
|
|
|
| ( | ) |
|
|
| ||
Interest on convertible debt |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Net Loss - diluted |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average shares of common stock |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Effect of dilutive shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Convertible notes |
|
|
|
|
| - |
|
|
|
|
|
| - |
| ||
Diluted weighted-average of common stock |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income (Loss) Per Common Share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic: |
| $ |
|
| $ | ( | ) |
| $ |
|
| $ | ( | ) | ||
Diluted: |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
For the six months ended June 30, 2026 and 2025, 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.
|
| June 30, |
|
| June 30, |
| ||
|
| 2026 |
|
| 2025 |
| ||
|
| (Shares) |
|
| (Shares) |
| ||
Series A Preferred Stock |
|
|
|
|
|
| ||
Series B Preferred Stock |
|
|
|
|
|
| ||
Series C Preferred Stock |
|
|
|
|
|
| ||
Series D Preferred Stock |
|
|
|
|
|
| ||
Convertible notes |
|
|
|
|
|
| ||
Total |
|
|
|
|
|
| ||
Recent Accounting Pronouncements
In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, requiring public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2024-03.
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 $
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.
| 10 |
| Table of Contents |
4. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
Accounts payable and accrued liabilities as of June 30, 2026 and December 31, 2025, consists of the following:
|
| June 30, |
|
| December 31, |
| ||
|
| 2026 |
|
| 2025 |
| ||
Accounts payable |
| $ |
|
| $ |
| ||
Accrued interest |
|
|
|
|
|
| ||
Accrued liabilities |
|
|
|
|
|
| ||
|
| $ |
|
| $ |
| ||
5. CONVERTIBLE NOTES
Convertible notes as of June 30, 2026 and December 31, 2025, consist of the following:
|
| June 30, |
|
| December 31, |
| ||
|
| 2026 |
|
| 2025 |
| ||
Convertible Notes - originated in April 2018 |
| $ |
|
| $ |
| ||
Convertible Notes - originated in June 2018 |
|
|
|
|
|
| ||
Convertible Notes - originated in October 2018 |
|
|
|
|
|
| ||
Convertible Notes - originated in November 2024 |
|
|
|
|
|
| ||
Convertible Notes - originated in November 2025 |
|
|
|
|
|
| ||
Total convertible notes payable |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Less: Unamortized debt discount |
|
| ( | ) |
|
| ( | ) |
Total convertible notes |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Less: current portion of convertible notes |
|
|
|
|
|
| ||
Long-term convertible notes |
| $ |
|
| $ |
| ||
For the six months ended June 30, 2026 and 2025, the interest expense on convertible notes was $
The Company recognized amortization expense related to the debt discount of $
Conversion
During the six months ended June 30, 2026, the note holders converted principal of $
| 11 |
| Table of Contents |
Convertible Notes – Issued during the year ended December 31, 2025
During the year ended December 31, 2025, the Company issued a total principal amount of $
| • | Term |
|
|
|
| • | Annual interest rates |
|
|
|
| • | |
|
|
|
| • |
In addition, the Company issued a total of
Convertible Notes – Issued during the year ended December 31, 2024
On November 5, 2024, the Company issued convertible note of $
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 $
| • | Term two years; |
|
|
|
| • | Annual interest rates |
|
|
|
| • | |
|
|
|
| • |
| 12 |
| Table of Contents |
6. DERIVATIVE LIABILITIES
The Company analyzed the conversion option for derivative accounting consideration under ASC 815, Derivatives and Hedging, and determined that the instrument should be classified as a liability since the conversion option becomes effective at issuance resulting in there being no explicit limit to the number of shares to be delivered upon settlement of the above conversion options. The Company accounts for warrants as a derivative liability due to there being no explicit limit to the number of shares to be delivered upon settlement of all conversion options.
Fair Value Assumptions Used in Accounting for Derivative Liabilities.
ASC 815 requires us to assess the fair market value of derivative liability at the end of each reporting period and recognize any change in the fair market value as other income or expense item.
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 June 30, 2026. 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 six months ended June 30, 2026, the estimated fair values of the liabilities measured on a recurring basis are as follows:
|
| Six months ended |
| |
|
| June 30, |
| |
|
| 2026 |
| |
Expected term |
| |
| |
Expected average volatility |
|
| ||
Expected dividend yield |
|
| - |
|
Risk-free interest rate |
|
| ||
The following table summarizes the changes in the derivative liabilities during the six months ended June 30, 2026.
Balance - December 31, 2025 |
| $ |
| |
|
|
|
|
|
Settled on issuance of common stock |
|
| ( | ) |
(Gain) loss on change in fair value of the derivative |
|
| ( | ) |
Balance - June 30, 2026 |
| $ |
|
The aggregate loss on derivatives during the six months ended June 30, 2026 and 2025 was as follows.
|
| Six months ended |
| |||||
|
| June 30, |
| |||||
|
| 2026 |
|
| 2025 |
| ||
(Gain) on change in fair value of the derivative liabilities |
|
| ( | ) |
|
| ( | ) |
|
| $ | ( | ) |
| $ | ( | ) |
| 13 |
| Table of Contents |
7. STOCKHOLDERS’ EQUITY
Preferred Stock
On March 13, 2025, the increase in number of preferred shares from
The Company is authorized to issue
Series A Preferred Stock
On February 6, 2020, the Company established its Series A Preferred Stock, par value $
The Company may use the Series A Preferred Stock for purpose of asset acquisition or in satisfaction of recognized debt; they are not otherwise available for sale. The Series A Preferred Stock have enhanced voting privileges under certain circumstances; the collective right to appoint elect one director, at the Holders’ option; and conversion-to-common rights
As of June 30, 2026 and December 31, 2025,
Series B Preferred Stock
On January 24, 2022, the Company established its Series B Preferred Stock, par value $
The Company may use the Series B Preferred Stock for purpose of asset acquisition or in satisfaction of recognized debt; they are not otherwise available for sale. The Series B Preferred Stock have enhanced voting privileges (10:1); the collective right to appoint elect one director, at the Holders’ option; and conversion-to-common rights
As of June 30, 2026 and December 31, 2025,
Series C Preferred Stock
On January 24, 2022, the Company established its Series C Preferred Stock, par value $
The Company may use the Series C Preferred Stock for purpose of asset acquisition or in satisfaction of recognized debt; they are not otherwise available for sale. The Series C Preferred Stock have enhanced voting privileges (1000:1); the collective right to appoint elect one director, at the Holders’ option; and conversion-to-common rights
| 14 |
| Table of Contents |
During the six months ended June 30, 2026, there was no issuance of Series C shares.
As of June 30, 2026 and December 31, 2025,
Series D Preferred Stock
On July 4, 2024, the Company established its Series D Preferred Stock, par value $
The holders may convert the Series D Preferred Stock to Common Stock at a rate of
During six months ended June 30, 2026, the Company issued
As of June 30, 2026 and December 31, 2025,
Common Stock
The Company is authorized to issue
During the six months ended June 30, 2026, the Company issued an aggregate of
| · | |
| · | |
| · |
As of June 30, 2026 and December 31, 2025, there were
Stock Option
The following is a summary of the change in stock option during the six months ended June 30, 2026:
|
| Options Outstanding |
|
| Weighted Average |
| ||||||
|
| Number of |
|
| Weighted Average |
|
| Remaining life |
| |||
|
| Options |
|
| Exercise Price |
|
| (years) |
| |||
|
|
|
|
|
|
|
|
|
| |||
Outstanding, December 31, 2025 |
|
|
|
| $ |
|
|
|
| |||
Granted |
|
| - |
|
|
|
|
|
| - |
| |
Exercised |
|
| - |
|
|
|
|
|
| - |
| |
Forfeited/canceled |
|
| - |
|
|
|
|
|
| - |
| |
Outstanding, June 30, 2026 |
|
|
|
| $ |
|
|
|
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable options, June 30, 2026 |
|
|
|
| $ |
|
|
|
| |||
The intrinsic value of the options as of June 30, 2026, is $
| 15 |
| Table of Contents |
8. RELATED PARTY TRANSACTIONS
Due to related party
As of June 30, 2026, the Company recorded due to a related party of $
Employee agreements
In May 2024, the Company entered into an employment agreement as our chief executive officer. The Company agrees to pay a salary of $
In May 2024, the Company entered into an employment agreement as our director. The Company agrees to pay a salary of $
In January 2025, the Company entered into an employment agreement as our director. The Company agrees to pay a salary of $
9. NOTES PAYABLE
During the year ended December 31, 2024, the Company issued notes payable of $
During the six months ended June 30, 2026, the Company recorded notes payable of $
10. COMMITMENTS AND CONTINGENCIES
Short-term Leases
The Company has not entered into any long-term leases, contracts, or commitments. In November 2023, the Company leased an office for a month-to-month term. During the six months ended June 30, 2026 and 2025, the Company incurred rent expense of $
11. SUBSEQUENT EVENTS
No significant event to report.
| 16 |
| Table of Contents |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
FORWARD LOOKING STATEMENTS
This current report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward- looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
Our unaudited financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report.
Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.
In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares in our capital stock.
As used in this quarterly report, the terms “we”, “us”, “our”, “Company” and “BioAdaptives” mean BioAdaptives Inc., unless otherwise indicated.
1. OUR BUSINESS
Overview
BioAdaptives' core business is to investigate, market, and distribute natural plant, algal, and cyanobacteria-based products and medical devices that enhance health and wellness for humans and animals, with a focus on nootropics, anti-aging, weight control, relaxation, pain relief, and anti-viral benefits. BioAdaptives is reformulating its entire product line and started bringing out new products from the second quarter of 2025.
Effective November 15, 2021, the Company entered into a marketing agreement for an FDA-cleared Class Tl medical device, the Lung Flute™. In April 2024, The Company negotiated with the sole owner of the product to assume their existing stock and their rights to all future activities on this item. It intends to actively expand its sales efforts beyond the direct sales effort of its Lung Cleanser to target medical communities, pharmacies, gyms, athletic clubs, and senior communities, both in the US and internationally. The Company is also exploring agreements with other medical device manufacturers, the owners of intellectual property related to medical devices and processes, as well as marketing companies associated with these manufacturers and owners.
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The Company's current products in development include dietary supplements utilizing natural ingredients and proprietary methods to optimize the availability of nutrients in foods and beverages. The human products are designed to aid in cognitive health, regenerative stem cell activation, and healthy weight loss. MyndMed™ provides Immediate cognitive enhancement (focus, clarity, motivation), medium-term resilience and memory gains, and long-term neuroprotection and cognitive health, making it a robust solution for anyone seeking to optimize mental performance and brain longevity. Zeranovia™ is a healthy weight loss enhancer, Xcellara™ is BioAdaptives’ regenerative wellness solution to enhance your performance, accelerate recovery, and revitalize your health.
Beginning in April 2025, the Company completed preparations to launch the Canine Product – PawPa®Regen. Backed by science and advanced technology, PawPa®’s products not only enhance pet wellness but also set the new standard in pet care. “Regen” dog chew PawPa®’s flagship product is crafted with a blend of advanced nutraceutical compounds and infused with all-natural ingredients; these chews are specially formulated to enhance canines’ quality of life in their golden years. Specific benefits of the “Regen” chew include Regenerative Support, Energy & Vitality, and Anti-aging Benefits.
The Company’s Product MyndMed™ completed its pre-launch phase in November 2025. MyndMed™ is designed to optimize multiple neurotransmitter systems and neuroprotective pathways, delivering broad-spectrum cognitive benefits. By synergistically targeting acetylcholine, dopamine, neuroprotection, synaptic growth, and stress reduction, MyndMed™ supports both immediate and sustained improvements in mental performance, resilience, and brain health. It aids in a rapid increase in motivation, sustained attention, and mental clarity, and helps in tackling demanding cognitive tasks with greater drive and efficiency. The product underwent rigorous testing by TruShield and received its TruShield Certified Certification, which provides the brand with a trusted, science-backed way to demonstrate that the product is free from banned substances. Joining MyndMed™™ is MyndRenew.™ a nighttime dietary supplement formulated to support sleep quality and the brain's natural overnight recovery processes. MyndRenew™ is the nighttime component of the Company's MyndSystem™ platform — a first-of-its-kind approach to cognitive support that spans the full 24-hour cycle. This 24-hour MyndSystem platform was launched in the end of this quarter.
Xcellara™ BioAdaptives’ regenerative wellness solution to enhance performance, accelerate recovery, and revitalize health is Backed by double-blind placebo-controlled clinical trials, Xcellara™ activates stem cells for cellular regeneration. Derived from a proprietary blend of nutraceutical compounds, Xcellara™ is the secret weapon for success on and off the court, providing a myriad of benefits. In its market testing, Xcellera™ has demonstrated a positive effect on individuals challenged by chronic fatigue. To expand the success and possibilities we see in Xcellara™, a collection of products based on Xcellara™ researches are being expanded into an Xcellara™ platform. The first new product in this Platform is Xcellara-Heart™. The new formula combines the company's stem/progenitor cell mobilization platform with Tanshinone IIA, a compound studied in cardiovascular signaling research. The launch expands BioAdaptives' portfolio of targeted wellness supplements and represents another step in the company's strategy of building products around its Xcellara™ platform. The Company is looking to add another 6 science rich products based on the Xcellara™ platform within the year.
Zeranovia™ has been going through a further refining process. It is about to complete its clinical trial for launching in the last quarter. Zeranovia™ is an innovative, natural weight loss supplement designed to work exceptionally well on its own or as a complement to GLP-1 and GIP weight loss treatments such as Ozempic, Wegovy, Zepbound, and Mounjaro. It supports weight loss by dramatically suppressing appetite, enhancing insulin sensitivity, preserving muscle mass, and delivering essential nutrients. Zeranovia™ significantly improves the effectiveness of existing treatments while providing substantial nutritional support to prevent muscle wasting during a caloric deficit. Throughout the trial, extremely encouraging results have been reported of participants losing 5 to 11 pounds in a 7 to 10 day period.
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Market and Marketing
BioAdaptives Inc. has developed a robust Direct to Consumer (DTC) digital marketing campaign to connect directly with its target audience. Leveraging platforms like social media, email marketing, and user-friendly websites, the company promotes its supplement products with engaging content tailored to health-conscious consumers. Through targeted ads, informative blog posts, and compelling calls-to-action, BioAdaptives ensures its messaging resonates, driving awareness and conversions while fostering a community around wellness and natural health solutions.
In addition to its DTC efforts, BioAdaptives has forged strategic partnerships within the telehealth industry to enhance its product offerings. By aligning its supplements as both companion products and standalone solutions, the company integrates seamlessly with telehealth platforms, providing participants with accessible, science-backed options to support their wellness journeys. These collaborations not only expand BioAdaptives’ reach but also position our products as trusted recommendations within virtual healthcare ecosystems, capitalizing on the growing demand for telehealth services.
In the past 9 months, the Company also placed its PawPa™ Regen™ Dog Treats with Amazon and started limited advertising efforts there. It has shown slow progress.
Finally, BioAdaptives employs a dynamic affiliate marketing program, partnering with companies and individual influencers who boast large social media following and proven success in the supplement industry. These affiliates, carefully selected for their credibility and performance, promote BioAdaptives’ products through authentic endorsements, affiliate links, and promo codes. This strategy amplifies brand visibility, drives sales, and builds trust among niche audiences, leveraging the influence of established voices in the health and wellness space to accelerate growth.
Manufacturing
All of the Company's nutraceutical products are considered dietary supplements or natural foods, and we carefully avoid making health, drug, or disease cure claims that could trigger regulatory compliance issues and affect our ability to market BioAdaptives products. Our active ingredients are all plant, fungi, algal, or cyanobacteria-based and sourced worldwide from reputable suppliers who employ stringent compliance and sustainable agriculture practices.
BioAdaptives actively investigates new products, techniques, and novel applications of existing products or technology in our research. The Company's research has focused on investigating all-natural supplement formulations that activate primitive cells, including stem cells and their derivatives, and natural ingredients that encourage stem cell proliferation. In 2022, the Company started a product line utilizing cyanobacteria and mushrooms. Since 2025, the Company has actively researched and started testing and manufacturing a line of neuro-performance and repair product.
With regard to medical devices, in April 2024, we purchased the Lungflute™ from the sole US affiliate of the patent holder. We do not expect to develop any direct capability to manufacture medical devices for numerous reasons, including a lack of capital and the fact that the amortized cost of such facilities, if we were to construct or acquire them, is generally far higher compared to the cost of purchasing a finished product. We operate as a Research and Development nutraceutical company.
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Employees
Currently, the Company has one full-time executive employee. We retain hourly labor as needed and professional consultants to operate our business. The company's management expects to use outside consultants, attorneys, and accountants as necessary. The need for additional employees and their availability will be addressed when deciding whether to acquire or participate in specific business opportunities.
2. LIQUITITY AND CAPITAL RESOURCES:
Liquidity -- Financial Performance – Three Months Ended June 30 2026, and 2025
We had a net gain of $ 150,090 for the three-month period ended June 30, 2026, which gained $ $308,004 more than the net loss of $ 157914 for the three-month period ended June 30, 2025. The change in our results is mainly due to the Change in the value of derivatives liabilities.
The following table summarizes key items of comparison and their related increase (decrease) for the three-month periods ended June 30, 2026 and 2025.
|
| June 30, 2026 |
|
| June 30, 2025 |
|
| Changes |
| |||
Revenue |
|
| 4,249 |
|
|
| 1,063 |
|
|
| 3,177 |
|
Cost of Sales |
|
| 748 |
|
|
| 2,156 |
|
|
| 1,408 |
|
Operation Expenses |
|
| 201,416 |
|
|
| 280,282 |
|
|
| 78,866 |
|
Other income (expenses) |
|
| 347,266 |
|
|
| 121,305 |
|
|
| 225,761 |
|
Net Income (loss) |
|
| 150,090 |
|
|
| (157,914 | ) |
|
| 308,004 |
|
Revenue
PawPa™ Regen dog treats, started limited sales via its website and Amazon. It is still going through its market testing. MyndSystem™ started its test marketing in May and is still evolving into its new bundle. While Xcellara™ has slowly started its marketing
Cost of Sales
Cost of Sales covers these sales
Operation Expenses
Our general, administrative and professional fees are largely attributable to office, rent, advertising, consultants and transfer agent, legal, accounting and audit fees related to our reporting requirements as a public company as well as stock-based compensation for officers, directors and consultants.
Other Income (Expense) $ 347,266 and $ 121,305 for the three months ended June 30, 2026, and 2025. It also shows a change in fair value of derivative liabilities of 446,739 and 130,954 for June 30, 2026, and 2025.
Net Gain
As a result of our change in the fair value of the derivatives liabilities the Company reported a net gain of $156,090 and a net loss of $157914 for the three months ended June 30, 2026, and 2025
Capital Resources – Balance Sheet and Cash Flows
Our balance sheet as of June 31, 2026 reflects current assets of $ 67,767 , including cash in the amount of $29,221
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Working Capital (Deficiency)
|
| June 30, 2026 |
|
| June 30, 2025 |
|
| Change |
| |||
Current Assets |
| $ | 78,767 |
|
| $ | 255,515 |
|
| $ | (176,748 | ) |
Current Liabilities |
| $ | (1,844,874 | ) |
| $ | (1,407,813 | ) |
| $ | (437,061 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Working Capital (Deficiency) |
| $ | (1,766,107 | ) |
| $ | (1,115,297 | ) |
| $ | (650,810 | ) |
|
| Nine Months Ended |
| |||||||||
|
| June 30 |
| |||||||||
|
| 2026 |
|
| 2025 |
|
| Change |
| |||
Cash provided by (used in) Operating Activities |
| $ | (129,204 | ) |
| $ | (208,888 | ) |
| $ | 79,664 |
|
Cash provided by (used in) Investing Activities |
|
| - |
|
|
| - |
|
|
| - |
|
Cash provided by (used in) Financing Activities |
|
| - |
|
|
| - |
|
|
| - |
|
Net cash provided (used) by operating activities during the six months ended June 30, 2026 was $129,224 a decrease of $ 79,664 from net cash used of $208,888 in operating activities during the three months ended June 30, 2025
As of June 30, 2026, we have insufficient cash to operate our business at the current level for the next twelve months and insufficient cash to achieve our business goals. The success of our business plan beyond the next 12 months is contingent upon us obtaining additional financing. We intend to fund operations through debt and/or equity financing arrangements, as well as the sales of our various new product lines, which may be insufficient to fund our capital expenditure, working capital, or other cash requirements. We do not have any formal commitments or arrangements for the sales of stock or the advancement or loan of funds at this time. There can be no assurance that such additional financing will be available to us on acceptable terms, or at all.
On June 30 2026, we had $ 29,221 of cash on-hand and an accumulated deficit of $ 10,688,200, and as noted throughout this report and our financial statements and notes thereto, our independent auditors expressed their substantial doubt as to our ability to continue as a going concern as of December 31, 2025. We anticipate to be incurring some losses in the near future, until all the products are launched and have maximized their sales. Our ability to continue as a going concern is dependent upon our ability to successfully compete, operate profitably and/or raise additional capital through other means.
Because our business plan relies on marketing products, our capital requirements are generally limited to general operations, administration, inventories, and development expenses including the costs of continuing as a public company, and our variable costs scale up or down based on our actual sales. We believe that increasing our marketing expenses will be critical to establishing sales sufficient to cover our expenses and, if possible, generate a profit. We anticipate using our existing financing operations to do so, which will almost certainly require either the issuance of equity or increases in existing levels of debt or, most likely, both.
Management's plans include the raising of capital through the equity markets to fund future operations, seeking additional acquisitions, and generating revenue through our business. However, even if we do raise sufficient capital to support our operating expenses and generate adequate revenues, there can be no assurances that the revenue will be sufficient to enable us to develop business to a level where we will generate profits and positive cash flows from operations. These matters raise substantial doubt about our ability to continue as a going concern. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might result from this uncertainty.
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Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, and capital expenditures or capital resources that are material to stockholders.
Critical Accounting Policies
Our financial statements are based on the application of accounting principles generally accepted in the United States (“US GAAP”). US GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenue, and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use of estimates and underlying accounting assumptions adhere to US GAAP and are consistently and conservatively applied that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.
Recent Accounting Pronouncements
The Company has evaluated recent pronouncements through Accounting Standards Updates (“ASU”) and believes that none of them will have a material impact on the Company's financial position, results of operations or cash flows.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
As a “smaller reporting company,” we are not required to provide the information required by this Item.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
As required by Rule 13a-15 under the Securities Exchange Act of 1934, we have carried out an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this quarterly report, June 30, 2026. This evaluation was carried out under by our Chief Executive Officer.
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our company's reports filed under the Securities Exchange Act of 1934 is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
Based upon that evaluation, including our Chief Executive Officer, we have concluded that our disclosure controls and procedures were ineffective as of the end of the period covered by this report due to a material weakness in our internal control over financial reporting, which is described below.
Management's 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 13a-15(f) under the Securities Exchange Act of 1934). Management has assessed the effectiveness of our internal control over financial reporting as of June 30, 2026 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 June 30, 2026, 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.
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We plan to take steps to enhance and improve the design of our internal control over financial reporting. During the period covered by this quarterly report on Form 10-Q, 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, 2026: (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 (a) 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.
To a certain extent, the size of our operation provides inherent checks and balances relative to internal controls: Because of our limited staff size and the integration of our executives and directors in operations, the prospect for significant internal control failures resulting in unreliable financial statements or worse is remote. Regardless, we recognize the importance of multiple layers of reporting and controls and are working toward improving our capabilities.
Changes in Internal Control over Financial Reporting
There was no change in the Company's internal control over financial reporting that occurred during the Company's most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings
At this time, we know of no pending legal proceedings to which we are a party, either individually or in the aggregate. We are from time-to-time, during the normal course of our business operations, subject to various litigation claimsand legal disputes. There are no such claims or disputes pending at this time and we have not been notified of any possible claims or disputes.
Item 1A. Risk Factors
As a “smaller reporting company”, we are not required to provide the information required by this Item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None
Item 3. Defaults Upon Senior Securities
The Company has no senior securities, but has outstanding instruments previously characterized as unsecured convertible debentures. These instruments are not senior to any other Company obligation. The Company arranged extension and forbearance agreements with the holders of the 12% Debentures, which were issued in 2018 and were due at various times in 2020. Our agreement called for the extension of these obligations on the same terms until December 31, 2021, in exchange for current interest payments and delivery of 280,000 shares of its common stock (total). We are currently in default on these obligations but are working on an alternative resolution.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Nothing to add.
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Item 6. Exhibits
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
BioAdaptives Inc. (Registrant) | |||
| Dated: August 19, 2026 | /s/ James E. Keener | ||
|
| James E. Keener | |
|
| Chief Executive Officer |
|
|
| /s/ James E. Keener |
|
|
| James E. Keener |
|
| Principal Financial Office |
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