BIOADAPTIVES INC

The Company’s History

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

On January 10, 2014, the SEC notified the Company that the registration statement was effective and on July 9, 2014, the Company’s shares commenced trading in the Over-the-Counter market under the trading symbol BDPT.

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

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

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

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

Effective May 31, 2021, Dr. Jacobs appointed Robert Ellis and Charles Townsend as directors of the Company and to serve as President and Chief Operating Officer respectively. Dr. Jacobs also appointed Ronald Lambrecht as the Company’s Chief Financial Officer. Effective December 31, 2021, Mr. Lambrecht resigned.

On January 26, 2022, the Board of Directors exercised its authority under the Delaware General Corporations Law to establish its Series B Preferred Stock. The Series B has enhanced voting and conversion privileges and can be used by the Company to acquire ownership of intellectual property rights and other assets. On this same day, the Board of Directors authorized an increase in the Company’s authorized common stock from 200,000,000 to 750,000,000; this increase received the consent of the holders of a majority of the Company’s common shares.

Effective February 2, 2022, the Company acquired the exclusive option to purchase U.S. Patent No. 9,783,432B (the “Patent”), covering technology used in enhancing the capability of water to hold significantly larger amounts of oxygen.

On March 18, 2022, the Company filed a Form 1-A with the Securities and Exchange Commission covering a plan to sell up to 200,000,000 shares of common stock for prices between .005 and .01 per share. This was amended on October 7 2022 to 250,000,000 shares of common stock at the price of 0.001.

June 2 2022. BioAdaptives, sponsored a COVID Long Haul Survey conducted by independent medical researcher, Regina Sutton, M.D., Gilbert, Arizona. Dr. Sutton, will study the effects of Bioadaptives’ nutraceuticals in the management of chronic symptoms associated with COVID – 19 infections.

On February 28 2023, the Board of Directors exercised its authority under the Delaware General Corporation Law to increase the Company’s authorized common stock from 750,000,000 to 1,250,000,000; this holders of a majority of the Company’s shares consented to the increase.

On September 8, 2023, the Company registered its Livestock Impact Division as a wholly owned subsidiary in Nevada with 200,000,000 shares authorized and 10,000,000 preferred shares.

On October 11, 2023, the Company filed a Form 1-A with the Securities Exchange Commission covering a plan to sell up to 250,000,000 shares of common stock for prices between $0.001-0.003. This filing is ongoing.

The Company’s Business

Overview

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.

Effective November 15, 2021, the Company entered into a marketing agreement for an FDA-cleared medical device, the Lung Flute™, which the Company called Lung Cleanser™. The Company is also exploring agreements with other medical device manufacturers; the owners of intellectual property relating to medical devices and processes; and marketing companies associated with these manufacturers and owners.

The Company’s current products include dietary supplements using natural ingredients and proprietary methods of optimizing the availability of nutrients in foods and beverages. Human products are designed to aid memory, cognition and focus; assist in sleep and fatigue reduction; provide pain relief and healing; and improve overall emotional and physical wellness. Our current product line for humans includes PluriPain®, PrimiLungs™,SleepEZ™, MindNMemory™, Cell Rejuven™ and ProteinNMore™ . We also market the Lung Flute™ and PrimiLungs™ products in our Lung Armor™ packaging, emphasizing the anti-viral properties of the nutraceutical and general respiratory health benefits from use of the device. PluriPain® is a fast acting long lasting all natural pain relief formulation. MindnMemory™ is a nootropic formulation that enhances memory, focus, mental clarity and endurance; PrimiSleep™ is a natural soporific that aids relaxation and sleep quality. Cell Rejuven™ increases energy and mobility and resistance to stress, activates primitive cells, improves wound healing and promotes hair and nail growth. ProteinNMore™ aids in rapidly building lean bulk muscle, promotes muscle contractility and strength as well as helps in improving blood flow. We acquired the licenses for these products during 2021 and 2022, and have commenced marketing activities for these products. Sales of the Lung Cleanser™ have not met our expectations and we anticipate concentrating in marketing this device through wholesale channels and on Amazon instead.

Our animal products include an Equine All-in-One™ and Equine All-In-One Plus™ formulation, which we market to trainers, horse owners and boarding stables, and a Canine All-in-One™ that we market directly to consumers. Anecdotal and testimonial reports are that the equine products provide significant relief from exercise induced pulmonary hemorrhaging, as well as improved coat and mane appearance and hoof health. The canine products have demonstrated significant rejuvenating benefits for older dogs, improving overall appearance and energy levels. Effective April 2023, FCBR Therapy Division has been appointed its exclusive Distributor for all LiveStock Impact’s products; the Company also negotiated with the supplier for the exclusive marketing rights to these products from the non-exclusive license it has held since June 2022. In this first quarter of the exclusive wholesale agreement, its wholesale volume has surpassed the past 9 months total by 400%. Granted due to the switch from retail to wholesale the margins are much tighter, but we believe in 2024, the expanded sales will greatly benefit this wholly owned subsidiary and will justify its eventual independence.

The Company is also negotiating distribution rights to three additional human products: Pluripain PMS™, which is designed to help manage the symptoms associated with the menstrual cycle; VeganHepplus™, a liver support supplement; as well as NaturaComplete™, an All-In-One dietary supplement formula with over 70 vitamins, mineral, amino and fatty acids, trace minerals and other nutrients to support general health and obesity management activities. These three new products are expected to be in market within first six months of 2024.

Effective February 2, 2022, the Company acquired the option to purchase U.S. Patent No. 9,783,432B (the “Patent”), covering technology used in enhancing the capability of water to hold significantly larger amounts of oxygen. Since June 6, 2022, we entered into a services agreement with Wildpack Beverages in Las Vegas, Nevada to co-pack a pilot run (1333 cases) of this Product. However, since technical problems prevented completion of the planned pilot run, and no other suitable co-packer was identified, the Company is expected to not take up the option of purchasing this technology.

Since March 2023, the Company has been studying the FitYourOutfit®system, 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 January 2024, BioAdaptives signed a Distributor’s agreement with PIXELCANDO SL to distribute this product in North America.

Since the latter part of March 2023, the Company has started to explore the Botanical Drugs sphere. We acquired the non-exclusive licenses from Dr. Yaguang Liu, LY Research for Glucose Management, Eye Health due to Myopia and Presbyopia and a resveratrol product. Dr Liu has had over 40 years of research and development in the Botanical Drugs area. We are exploring the opportunities in deploying these patented products for nutraceutical use for humans and animals. With Botanical drug interest being migrated to LiveStock Impact, Inc, the wholly owned subsidiary, Dr Liu has also migrated his directorship from BioAdaptives, Inc. to LiveStock Impact, Inc.

While BioAdaptives continue to investigate and acquire nutraceutical products for humans , all of our current activities are reliant on marketing and distributing products developed and owned by others. We do not own the formulations for our key products and manufacture and market them under an agreement with the developer that requires payment of a royalty and a license agreement. We are negotiating towards the acquisition of some of these formulations. Livestock Impact, Inc however, owns the exclusive marketing rights of the two equine formulations and one canine formulations.

We are reliant on direct web sales of the nutraceutical lines for human products and none of which has yet produced any significant revenue. In contrast, LiveStock Impact, Inc has been appointed an exclusive distributor and has increased its sales volume by 400%. Because of this, we are now exploring the wholesale and white label markets for the human supplement sales. We have very limited experience in marketing and have yet to develop reliable sales expectations and forecasting.

Market and Marketing

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

During June 2021, we commenced use of social media professionals and existing connections to create awareness about our human products’ benefits. The initial results were not satisfactory and a recast, animal product-specific program that followed later in 2021, did not achieve the desired results. We are developing affiliate marketing opportunities and recognize that a broader campaign using traditional advertising along with social media and more contemporary marketing tools is necessary. We started to re-launch our internet-based marketing activities in Q1 2023, extending individual product websites, revamping the Company’s website, continuing to explore wholesale, white-label opportunities and placing products on Amazon. To expand its footprint on the Amazon sales channel, we are discussing with amazon marketing specialists regarding third party management of our products on Amazon. So far we have not been successful in expanding Amazon sales.

We are pursuing scientific surveys and other testing to demonstrate the usefulness of our products. While we do not anticipate developing testing protocols suitable for FDA approvals, we expect anecdotal and testimonial reports that will be useful in our marketing efforts. The Company participated in a survey involving the use of PluriPain® by patients suffering from Gadolinium Deposition Disease (“GDD”), and a combination of products for COVID Long Hauler patients. In the GDD survey, 60% of a small subject sample reported significant relief. The COVID Long Hauler survey has limited participation to date and no reported results. We continue to support these efforts.

Although we believe our last formulated MindNMemory™ and Cell Rejuven™ products are substantial improvement over PrimiLive™ our other products have not substantially changed: We offer premium nutraceutical preparations containing the best quality all-natural botanical, algal and mushroom ingredients. We will continue to emphasize the unique qualities, use and function of our nutraceuticals. We intend to create market share in our target demographic by (i) emphasizing the benefits of our proprietary algal-mushroom based, all-natural, stimulant-free, sugar-free, non-GMO ingredients that combine with proven Traditional Chinese Medicine and Ayurvedic botanicals into science-based formulations, (ii) investigating additional products in response to market demand and testing, and (iii) utilizing our marketing operation to act as its sales and distribution arm to seek additional channels for sales coverage.

As noted above, we entered into licensing agreements for the PrimiLive™ and PrimiSleep™ products during 2021 and changed the name PrimiSleep™ to SleepEZ™ to reflect on its capabilities as well as developing our reformulated MindnMemory™ during 2022. We also launched the advanced Cell product, Cell Rejuven™. While these products are all-natural botanical formulations, as our other nutraceutical products, they represent a departure from our existing product lines because they are targeted to specific markets: MindnMemory™ is a nootropic, intended to improve concentration and mental acuity; with our initial marketing efforts oriented toward Seniors and e-gamers. SleepEZ™ is intended for use as an aid to relaxation, with an emphasis on improving the quality of sleep. Cell Rejuven™ is an improved primitive cell anti-aging formulation that promotes high quality hair and nail growth, as well as improving mood ProteinNMore™ is a unique turbo charged balanced premium protein blend We believe these products can be used in a complementary manner, to maintain on-task endurance and then to unwind and recover from such activities.

We are furthering the use of a formulation of PluriPain® targeted toward the symptoms of pre-menstrual syndrome and menstrual pain. Anecdotal and testimonial reports have long noted that users obtain relief from these symptoms with use of the PluriPain® product, and we have made adjustments and additions to the formulation to target these symptoms. Early reports are promising, and we expect marketing efforts to emphasize the usefulness of our product to alleviate PMS-related symptoms. By popular requests, the Company is also working with developers on a menopause supplement and other targeted life style supplement aids.

We are also exploring the combination of PluriPain®, PrimiLung™ and SleepEZ™ for those still suffering COVID effects in the on-going Survey conducted by Regina Sutton, M.D. These specific formulations address some of the most troubling symptoms of long-term COVID sufferers, including brain fog, pain and sleep problems. We are encouraged that seniors who have been on Primilungs™ and Pluripain®as a combo has reported positive results this past cold season in assisting them with their breathing and comfort.

In light of the availability of marketing funding with the first Reg A completion, we collaborated with an agency and others to work on more far reaching press releases to promote our products, and to also conduct surveys with larger groups of participants to further confirm their efficacy, which anecdotal reports have in the past confirmed. We look forward to the new Reg A recently filed to be qualified to further the marketing effort in reaching seniors and specific communities, as well as spinning of LiveStock Impact, Inc as an independent associated Company of BioAdaptives.

With regard to animal products, the Company’s Livestock Impact wholly owned subsidiary under the guidance of its directors,Mr. Bruce Colclasure and Dr. Charles Timmerman D.V.M. Bruce Colclasure, a National Cutting Horse Association champion, who owns and operates the Flying C Bar Ranch in Oklahoma is a breeder and trainer of over 80 NCHA champion cutting horses. Dr. Charles Timmerman, D.V.M. established a veterinary an Aikens, SC clinic since 1973 helps to test new methods for the management of various animal health problems ,continues to explore new opportunities in this emerging market. Mr. Colclasure uses and endorses our Equine All-in-One™ and derivative booster products providing valuable feedback and testimonials regarding their benefits. Dr. Timmermann has been a central contributor of scientific and clinical guidance aimed at developing breakthrough animal health products. He has helped design and execute numerous animal tests and has provided critical oversight to identify product efficacy and ensure product safety. These efforts have resulted in a high-performance special formulation of our All-in-One product which continues to be marketed with exceptional results. We expect to expand the outreach in 2024 and also introduce new All-in-One products to enhance the exciting results.

In light of the failures of our past social media campaigns, we recommenced a social media effort in the third quarter with better response as well as continuing the annual sample giving programs this quarter. The Company continues its marketing affiliate outreach program for the human products, and will continue to directly contact the principals of senior communities, clubs and associations, offering discounts, samples and other inducements, seeking to develop “product champions” and “maven” relationships. We expect to contact principals in organizations with thousands of members and also to utilizetargeted advertising campaigns. With LiveStock Impact Inc, since the 4th Quarter 2022, we have been distributing samples and marketing materials to over 40 principals and influencers in regional and breed-specific equine associations and we are currently working with our exclusive distributor in a multi media advertising program for 2024.

With the new endeavor in the AI FitYourOutfit®(FYO) Body Composition tracking and reporting system, the Company is working at launching NaturaComplete™ All In One products. The ingredients in this product help to increase the bioavailable nutrients, providing more protein building blocks, stimulating the body’s primitive cells needed for immune defense, healing and promoting better quality skin, hair and nail. The concept that a single comprehensive blend of synergistic natural ingredients can provide safe and effective support for the immune system, and critical body organs including Brain, Heart, Lungs and Liver. This concept has been demonstrated in the highly popular and convenient one stop Equine All -In-One products that have shown to have rejuvenating, anti-aging and performance effects in horses. BioAdaptives encourages the use of NaturaComplete™ to be used with the AI supported FYO Body Composition System smart phone App so that one know if the sesired weight loss is due to a reduction of body fat as distinct from an unhealthy decrease in body water or lean muscle mass. The Company is looking to launch these products in the first two quarters of 2024.

The Company believes that the population growth in the seasoned and geriatric demographic cohort presents a unique opportunity. The World Health Organization has stated that the 60 years and over population segment will more than double from 11% to over 22% between 2000 and 2050, with the absolute number of people aged 60 and over expected to increase to 2 billion within the same period. The Company also recognizes the rising buying power and interests of the Millennials in wellness products and their choice of communication medium being social media and internet. It intends to establish a major focus to capture the anticipated growth in this sector. We believe that our social media promotion program will eventually gain traction and generate revenues. We are actively seeking a workable, efficient formula to grow consumer engagement and product sales.

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

Manufacturing

All of the Company’s 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 and LiveStock Impact products. Our active ingredients are all plant-, algal and mushroom-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 work has centered on investigations of all-natural supplement formulations that activate primitive cells, including stem cells and their derivatives, and natural ingredients that encourage stem cell proliferation. In 2022, the Company started a line of products utilizing both Algae and mushrooms.

With regard to medical devices, we purchase the LungFlute™ from a company affiliated with 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 amortized cost of such facilities, if we were to construct or acquire them, is generally far higher compared to the cost of purchase of a finished product.

As noted above, it is our intention to operate primarily as a research and marketing company, developing consumer markets for nutraceutical products and medical devices that we license or market for others.

Employees

In 2023, The Company has 3 full-time executive employees and 3 part-time employees. We retain hourly labor on an as-needed basis and professional consultants to operate our business.

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

The need for additional employees, and their availability, will be addressed in connection with the decision whether or not to acquire or participate in specific business opportunities.