BIOADAPTIVES INC

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, algal and mushroom-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 POLICIES

Basis of Presentation

The Company represents its consolidated financial statements were prepared in accordance with US GAAP and the rules of the Securities and Exchange Commission and that, in the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim period presented have been reflected herein. The results of operations are historical and not necessarily indicative of the results to be expected for any future period.

Use of estimates

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

Cash and cash equivalents

Cash and cash equivalents consist of cash and short-term investments with original maturities of less than 90 days. Cash equivalents are placed with high credit quality financial institutions and are primarily in money market funds. The carrying value of those investments approximates fair value. As of December 31, 2023 and 2022, the Company had $60,776 and $82,936 cash equivalents, respectively.

Accounts Receivable and Allowance for Uncollectible Accounts

Substantially all of the Company’s accounts receivable balance is related to trade receivables. Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in its existing accounts receivable. The Company reviews its allowance for doubtful accounts daily and past due balances and a specified amount are reviewed individually for collectability. Account balances are charged off after all means of collection have been exhausted and the potential for recovery is considered remote. During the years ended December 31, 2023 and 2022, the Company did not record bad debt expense.

Investment Securities

Equity securities are classified as available for sale. All available for sale securities are classified as current assets as they are available to support the 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.

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, 2023 and 2022, the Company determined that no reserve was required.

Intangible assets

Intangible assets with an indefinite life are not amortized and are tested for impairment annually or more frequently if events or changes in circumstances indicate that they might be impaired.

Intangible assets with finite lives are initially recorded at cost and amortized on a straight-line basis over the estimated economic useful lives of the respective assets.

We evaluate the recoverability of intangible assets periodically by taking into account events or circumstances that may warrant revised estimates of useful lives or that indicate the asset may be impaired.

Financial Instruments and Fair Value Measurements

As defined in ASC 820” Fair Value Measurements,” fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The Company classifies fair value balances based on the observability of those inputs. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement).

The following table summarizes fair value measurements by level as of December 31, 2023 and 2022, measured at fair value on a recurring basis:

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:

Cost of revenue

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

Stock-based compensation

The Company accounts for stock-based compensation arrangements with employees, nonemployee directors and consultants using a fair value method, which requires the recognition of compensation expense for costs related to all stock-based payments, including stock options, on a straight-line basis over the requisite service period in the 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.

Concentration of credit risk

Financial instruments that potentially expose the Company to significant concentrations of credit risk consist principally of cash. The Company places its cash with financial institutions with high credit ratings.

Income taxes

The Company records income taxes under the asset and liability method, whereby deferred tax assets and liabilities are recognized based on the future tax consequences attributable to temporary differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and attributable to operating loss and tax credit carryforwards. Accounting standards regarding income taxes require a reduction of the carrying amounts of deferred tax assets by a valuation allowance, if based on the available evidence, it is more likely than not that such assets will not be realized. Accordingly, the need to establish valuation allowances for deferred tax assets is assessed at each reporting period based on a more- likely-than-not realization threshold. This assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, the duration of statutory carryforward periods, the 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.

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.

For the years ended December 31, 2023 and 2022, 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.

Lease

The Company leases office space for corporate activities.

In accordance with ASC 842, “Leases,”* *we determine if an arrangement is a lease at inception.

The office lease meets the definition of a short-term lease because the lease term is 12 months or less. Consequently, consistent with Company’s accounting policy election, the Company does not recognize the right-of-use asset and the lease liability arising from this lease.

Recent Accounting Pronouncements

In June 2022, the FASB issued ASU 2022-03, ASC Subtopic “Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions”. These amendments clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The amendments in this update are effective for public business entities for fiscal years, including interim periods within those fiscal years, beginning after December 15, 2023. Early adoption is permitted. The Company is currently assessing the impact of the adoption of this standard on its consolidated financial statements.

3. GOING CONCERN

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred losses since inception and had an accumulated deficit of $8,264,145 as of December 31, 2023. 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 raises 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, 2023 and 2022, were comprised of 105,736 shares of common stock of Hemp, Inc. (HEMP.PK) recorded at fair value of $0 and $42, respectively.

5. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts payable and accrued liabilities aa of December 31, 2023 and 2022 consists of the following:

6. CONVERTIBLE NOTES

Convertible notes as of December 31, 2023 and 2022 consist of the following:

For the years ended December 31, 2023 and 2022, the interest expense on convertible notes was $43,062 and $49,402, respectively. As of December 31, 2023 and 2022, the accrued interest was $137,955 and $100,919, respectively.

The Company recognized amortization expense related to the debt discount of $119,555 and $239,186 for the years ended December 31, 2023 and 2022, respectively, which is included in interest expense in the statements of operation.

Conversion

During the year ended December 31, 2023, the Company converted notes with principal amounts of $109,690 and accrued interest of $6,026 into 443,205,460 shares of common stock. The corresponding derivative liability at the date of conversion of $166,396 was credited to additional paid in capital.

During the year ended December 31, 2022, the Company converted notes with principal amounts of $238,510 and accrued interest of $11,582 into 201,734,985 shares of common stock. The corresponding derivative liability at the date of conversion of $271,587 was credited to additional paid in capital.

Convertible Notes – Issued during the year ended December 31, 2018

During the year ended December 31, 2018, the Company issued a total principal amount of $426,000 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:

Convertible Notes - Issued during the year ended December 31, 2021

During the year ended December 31, 2021, the Company issued a total principal amount of $222,500 in convertible note for cash proceeds of $205,000. The terms of convertible note are summarized as follows:

Convertible Notes - Issued during the year ended December 31, 2022

During the year ended December 31, 2022, the Company issued a total principal amount of $211,500 in convertible notes for cash proceeds of $195,000. The terms of convertible notes are summarized as follows:

Convertible Notes - Issued during the year ended December 31, 2023

During the year ended December 31, 2023, the Company issued a total principal amount of $94,500 in convertible notes for cash proceeds of $80,000. The terms of convertible notes are summarized as follows:

The Company valued the conversion feature using the Black-Scholes pricing model. The fair value of the derivative liability for all the notes that became convertible, including the notes issued in prior years, during the year ended December 31, 2023, amounted to $728,213, and $150,000 of the value assigned to the derivative liability was recognized as a debt discount to the notes while the balance of $578,213 was recognized as a “day 1” derivative loss.

The Company valued the conversion feature using the Black-Scholes pricing model. The fair value of the derivative liability for all the notes that became convertible, including the notes issued in prior years, during the year ended December 31, 2022, amounted to $276,414, and $217,000 of the value assigned to the derivative liability was recognized as a debt discount to the notes while the balance of $59,414 was recognized as a “day 1” derivative loss.

7. DERIVATIVE LIABILITIES

The Company analyzed the conversion option for derivative accounting consideration under ASC 815, Derivatives and Hedging, and hedging, and determined that the instrument should be classified as a liability since the conversion option becomes effective at issuance resulting in there being no explicit limit to the number of shares to be delivered upon settlement of the above conversion options. The Company accounts for warrants as a derivative liability due to there being no explicit limit to the number of shares to be delivered upon settlement of all conversion options.

Fair Value Assumptions Used in Accounting for Derivative Liabilities.

ASC 815 requires us to assess the fair market value of derivative liability at the end of each reporting period and recognize any change in the fair market value as other income or expense item.

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, 2023. The Black-Scholes model requires six basic data inputs: the exercise or strike price, time to expiration, the risk-free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate. Changes to these inputs could produce a significantly higher or lower fair value measurement. The fair value of each convertible note is estimated using the Black-Scholes valuation model.

For the years ended December 31, 2023 and 2022, the estimated fair values of the liabilities measured on a recurring basis are as follows:

The following table summarizes the changes in the derivative liabilities during the years ended December 31, 2023 and 2022.

The aggregate (gain) loss on derivatives during the years ended December 31, 2023 and 2022 was as follows.

8. STOCKHOLDERS’ EQUITY

Preferred Stock

On January 24, 2022, the Board of Directors of the Company’s, approved for an increase in the number of authorized shares of the Company’s preferred stock from 5,000,000 shares to 10,000,000 shares.

The Company is authorized to issue 10,000,000 shares of $0.0001 par value preferred stock, of which 4,000,000 have been designated as Series A Preferred Stock and 5,000,000 have been designated as Series B Preferred Stock.

Series A Preferred Stock

On February 6, 2020, the Company established its Series A Preferred Stock, par value $0.001, by filing a Certificate of Designation with the Delaware Secretary of State. The Company’s board exercised “blank check” authority to establish classes of preferred stock without approval by shareholders under provision of its original Articles of Incorporation and has designated 4,000,000 shares of Series A Preferred Stock.

The Company may use the Series A Preferred Stock for purpose of asset acquisition or in satisfaction of recognized debt; they are not otherwise available for sale. The Series A Preferred Stock have enhanced voting privileges under certain circumstances; the collective right to appoint elect one director, at the Holders’ option; and conversion-to-common rightsat a 5:1 ratio.

During the year ended December 31, 2023, the Company issued 1,250,000 shares of Series A Preferred Stock valued at $22,625 for license fee.

There are 2,850,000 and 1,600,000 shares of Series A shares issued as of December 31, 2023 and 2022, respectively.

Series B Preferred Stock

On January 24, 2022, the Company established its Series B Preferred Stock, par value $.0001, by filing a Certificate of Designation with the Delaware Secretary of State. The Company’s board exercised “blank check” authority to establish classes of preferred stock without approval by shareholders under provision of its original Articles of Incorporation and has designated 5,000,000 shares of Series B Preferred Stock.

The Company may use the Series B Preferred Stock for purpose of asset acquisition or in satisfaction of recognized debt; they are not otherwise available for sale. The Series B Preferred Stock have enhanced voting privileges (100:1); the collective right to appoint elect one director, at the Holders’ option; and conversion-to-common rightsat a 10:1 ratio.

During the year ended December 31, 2023, the Company issued 1,500,000 shares of Series B Preferred Stock valued at $18,000 for license fee.

During the year ended December 31, 2023, the Company issued 750,000 shares of Series B Preferred Stock valued at $16,500 for settlement of note payable – related party of $3,300. As a result, the Company recorded a loss on settlement of debt of $13,200.

As of December 31, 2023 and 2022, 2,250,000 and 0 shares of Series B Preferred Stock are issued and outstanding, respectively.

Common Stock

On January 24, 2022, the holder of a majority of the Company’s outstanding voting stock, approved for an increase in the number of authorized shares of the Company’s common stock from 200,000,000 shares to 750,000,000 shares.

On March 7, 2023, the Company amended its articles of incorporation to increase its authorized common shares from 750,000,000 to 1,250,000,000; this increase will be effective March 27, 2023.

As of December 31, 2023 and 2022, there were 895,760,225 and 252,544,765 shares of the Company’s common stock issued and outstanding, respectively. In addition, as of December 31, 2023 and 2022, there were 10,000 shares of the Company’s common stock issuable.

Fiscal year 2023

During the year ended December 31, 2023, the Company issued Common shares as follows;

Fiscal year 2022

During the year ended December 31, 2022, the Company issued 201,734,985 shares of common stock valued at $521,679 for conversion of debt.

Warrant

On February 6, 2022, in conjunction with purchase of patent, the Company granted 1,000,000 shares for period of two years with exercise price of $0.006 per share. The fair value of granted shares at the issuance date was $5,429. The Company recorded warrant as additional paid-in-capital.

The estimated fair values of the warrant are as follows:

9. RELATED PARTY TRANSACTIONS

Notes payable – related party

During the year ended December 31, 2023 and 2022, the Company repaid notes payable to a related party of $0 and $25,272 and recognized interest of $273 and $533, respectively.

As of December 31, 2023 and 2022, the Company recorded notes payable - related party of $5,144 and $8,444 and accrued interest of $1,320 and $1,047, respectively. The note is a 4% interest bearing promissory note that the term is 1 year.

Employee agreements

Year ended December 2022

On January 1, 2022, the Company entered into a Restricted Stock Unit Termination Agreement for modification of employment agreements signed during 2021 with Dr. Edward E. Jacobs, M.D, Charles Townsend and Robert Ellis. The employees agreed to waive all rights under previously issued RSUs as of January 1, 2022, in exchange for one -time issuance 100,000 shares of restricted common stock. In addition, the Employment Agreement was modified to provide for compensation in the form of a number of Warrants, equivalent to twice (2X) the number of shares previously payable in RSUs and the exercise price of the Warrant shall be the OTC Market price of the Company’s common shares.

During the year ended December 31, 2022, the Company accrued salary of $133,334. As of December 31, 2023 and 2022, the Company owes a salary of $300,000.

Debt forgiveness

During the year ended December 31, 2022, the Company recognized $10,000 accrued salary payable to Robert Ellis related to year 2020 as additional paid-in -capital, based on released agreement in year 2020 due to COVID-19-based financial and other considerations.

License and patent

As of December 31, 2023 and 2022, License and patent consist of the following:

The term of licenses is a range from 1 to 3 years for certain products. The Company agrees to pay a royalty on sales of the Products during the term of licensee’s equivalent to 2 – 5% of gross product sales amounts (“GPSA”). Such royalty shall be payable only after the Licensor attains a GPSA of $20,000 to $30,000 in any calendar month and shall be payable on the entire GPSA for such period.

For the year ended December 31, 2023 and 2022, the Company recorded amortization expense of $28,174 and $62,148, respectively.

The following table outlines the estimated future amortization expense related to intangible assets held as of December 31, 2023:

10. PROVISION FOR INCOME TAXES

The Company provides for income taxes under ASC 740,” Income* Taxes.”*Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax basis of assets and liabilities and the tax rates in effect when these differences are expected to reverse. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.

The provision for income taxes differs from the amounts which would be provided by applying the statutory federal income tax rate of 21% to the net loss before provision for income taxes for the following reasons:

The cumulative tax effect at the expected rate of 21% of significant items comprising our net deferred tax amount is as follows:

Due to the change in ownership provisions of the Income Tax laws of United States of America, net operating loss carry forwards of approximately $2,787,000 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.

11. COMMITMENTS AND CONTINGENCIES

Short term Leases

The Company has not entered into any long-term leases, contracts or commitments. In November, 2023, the Company leasd an office which the term is month to month. For the years ended December 31, 2023, the Company incurred rent expense of $4,510. The Company recorded security deposit of $2,500 as of December 31, 2023.

12. SUBSEQUENT EVENTS

On October 11 2023, the Company filed a new Reg A for the marketing of 250,000,000 common shares at a price range of $0.001 to $0.003, to be determined after qualifying. This new Reg A is to provide additional funding for the marketing for BioAdaptives itself, and also for its wholly owned subsidiary, LiveStock Impact Inc, The Company is looking to expand its range of targeted human health supplements. It is also focused on the marketing effort of LiveStock Impact, Inc and its wholesale activities as well as its interest in botanical drugs. Towards this end, since October, the Company has been working with a professional entity on its press releases and marketing promotions. It expects to intensify its marketing outreach in the next two quarters. In January 2024, the Company launches an innovative food Lab for the development of treats and supplement powder for human, equine and canine. The initial trials were conducted in an established kitchen facility. In January 2024, BioAdaptives signed a Distributor’s agreement with PIXELCANDO SL to distribute FitYourOutfit® (FYO) product in North America. This is a low-cost AI smart phone app body composition tracking system to detect unwanted muscle mass loss reported with obesity management and also fat loss. In conjunction with its BodyShape Lab division and the AI FYO system product, the Company acquired the distribution rights of an All-In-One dietary supplement formula,, NaturaComplete™.This new formula provides a comprehensive array of over 70 vitamins, mineral, amino and fatty acids, trace minerals and other nutrients to support general health and obesity management activities. It is expected that NaturaComplete™ will be marketed within the first 2 quarters of 2024 together with Pluripain PMS™, which is designed to help manage the symptoms associated with the menstrual cycle and VeganHepplus™, a liver support supplement. Two equine products: Equine All-In-On Extreme and Equine All-In-One Extreme Booster will both be actively launched in the first two quarters of 2024 for competition and performance horses.