BIOADAPTIVES INC
For the period ended Jun 30, 2024. Filed Aug 19, 2024.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2024 · Filed Aug 19, 2024
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What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-03-31; filed 2024-05-17.
0001640334-24-000843
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of operationsCurrent report: 10-Q
Period ended 2024-06-30; filed 2024-08-19.
0001640334-24-001302
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of operationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 66 previous paragraphs and 75 current paragraphs.
46 unchanged; 9 reworded; 14 added; 11 removed; 0 previous and 6 current paragraphs rearranged.
Tables are not compared: 3 previous and 4 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (14)
Current report
The Company’s current products in development include dietary supplements using natural ingredients and proprietary methods of optimizing the availability of nutrients in foods and beverages. The human products are designed to aid in the control of weight. Empowering the user to lose weight while maintaining more of their lean muscle mass. The initial new product line for humans includes Zeranovia™ for healthy weight loss, Xcellera™ regenerative stem cell activator, Wynovia™ to reduce the loss of lean muscle mass while dieting.
Current report
Our animal products expected in third quarter 2024 are dog treats for anti-aging, wellness, and joint repair. These formulations are based upon extensive trials on humans, dogs, horses, hogs, and mice. The canine product are all in the form of treats making delivery and dosing very simple and effective.
Current report
Other expenses consist of interest expenses of $17,969 and $52,253, change in fair value of derivative liabilities of $77,020 and $35,705, other income of $4,950 and 0 and unrealized loss on marketable securities of $0 and 20 for the three months ended June 30, 2024 and 2023, respectively.
Current report
Revenue
Current report
Cost of Sales
Current report
Operation Expenses
Current report
Other Income (Expense)
Current report
Other expenses consist of interest expenses of $72,584 and $103,316, change in fair value of derivative liabilities of $279,280 and $252,844, other income of $4,950 and 0 and unrealized loss on marketable securities of $0 and $20 for the six months ended June 30, 2024 and 2023, respectively.
Current report
Net Loss
Current report
Cash Flows from Operating Activities
Current report
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 $8,753,869, and a working capital deficit of $1,838,312 as of June 30, 2024. 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.
Current report
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.
Current report
Critical Accounting Policies and Estimates
Current report
The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with the accounting principles generally accepted in the United States of America. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. We evaluate our estimates and assumptions on an ongoing basis and base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for the judgments we make about the carrying value of assets and liabilities that are not readily apparent from other sources. Because these estimates can vary depending on the situation, actual results may differ from these estimates. Making estimates and judgments about future events is inherently unpredictable and is subject to significant uncertainties, some of which are beyond our control. Should any of these estimates and assumptions change or prove to have been incorrect, it could have a material impact on our results of operations, financial position and statement of cash flows.
Removed paragraphs (11)
Previous report
The Company’s current products include dietary supplements using natural ingredients and proprietary methods of optimizing the availability of nutrients in foods and beverages. The human products are designed to aid memory, cognition and focus; assist in sleep and fatigue reduction; provide pain relief and healing; and improve overall emotional and physical wellness. The science behind our human products has proven to be effective for performance enhancement and pain relief for horses and dogs as well as providing improvements in appearance.
Previous report
Our current product line for humans includes PluriPain®, PrimiLungs™,SleepEZ™, MindNMemory™, Cell Rejuven™ and ProteinNMore™ . We also market the Lung Flute™ and PrimiLungs™ product 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.
Previous report
Our animal products include Canine All-in-One™ and Equine All-in-One products for dogs and horses. These formulations evolved from Canine Regen® and Equine Regen® to trainers, horse owners and boarding stables. Anecdotal and testimonial reports are that the equine products provide significant relief from exercise induced pulmonary haemorrhaging, as well as improved coat and mane appearance and hoof health.
Previous report
The Company recorded interest expenses of $54,615 and $ 51,063 for the Three months ended March 31, 2024 and 2023.
Previous report
Working Capital (Deficiency)
Previous report
We are required to provide qualitative and quantitative information necessary to understand any critical accounting estimations, including uncertainties associated with such estimates. Our critical accounting estimates, as well as the financial statements contained in this report, are all reliant on the assumption that we will continue as a going concern, which contemplates our ability to generate sufficient cash flows from operations and financing activities necessary to continue in business by employing our assets and satisfying our liabilities in the normal course of business.
Previous report
On March 31, 2024, we had $19,595 of cash on-hand and an accumulated deficit of $8,570,852 , 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, 2023. We anticipate incurring significant losses in the future. We do not have an established source of revenue sufficient to cover our operating costs. 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. If we are unable to reverse our losses, we will have to discontinue operations.
Previous report
Because our business plan relies on marketing products we license from others, our capital requirements are generally limited to general operations and administration, 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.
Previous report
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.
Previous report
Critical Accounting Policies
Previous report
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.
Reworded paragraphs (9)
Previous wording
BioAdaptives’ core business is to investigate, market and distribute natural plant- 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.
Current wording
BioAdaptives’ core business is to investigate, market and distribute natural plant and algal-based products and medical devices that improve health and wellness for humans and animals, with an emphasis on weight control, pain relief, anti-viral function, and anti-aging properties. BioAdaptives is reformulating its entire product line and will be bringing out new products in the third quarter of 2024.
Previous wording
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 is currently continuing participating in a survey involving the use of PluriPain® by patients suffering from Gadolinium Deposition Disease (“GDD”). The survey, conducted by in collaboration with a research team resident affiliated with at Stanford University, is on-going and has produced early promising results, with 60% of a small subject population reporting significant relief. We have undertaken preliminary steps toward developing a survey/research protocol for use of the Lung Flute™ by long-term tobacco smokers and persons regularly exposed to second-hand tobacco smoke. We expect to continue these explorations in 2Q, 2024.
Current wording
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 is currently continuing participating in a survey involving the use of PluriPain® by patients suffering from Gadolinium Deposition Disease (“GDD”). The survey, conducted by in collaboration with a research team resident affiliated with at Stanford University, is on-going and thehas produced early promising results, with 60% of a small subject population reporting significant relief. We have undertaken preliminary steps toward developing a survey/research protocol for use of the Lung Flute™ by long-term tobacco smokers and persons regularly exposed to second-hand tobacco smoke.
Previous wording
Liquidity -- Financial Performance – Three Months Ended March 31 2024 and 2023
Current wording
Liquidity -- Financial Performance – Three and Six Months Ended June 30, 2024 and 2023
Previous wording
We had a net loss of $306;707 for the three-month period ended March 31 2024, which was $19,520 more than the net loss of $287.187 for the three-month period ended March 31 2023. The change in our results is mainly due to the Change in other income (Expenses) and general &Administration expenses.
Current wording
We had a net loss of $183,017 for the three-month period ended June 30, 2024, which was $39,100 more than the net loss of $143,917 for the three-month period ended June 30, 2023. The change in our results is mainly due to the Change in other income (Expenses), impairment loss of patent and write-off of inventories recorded as const of revenue.
Previous wording
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, as well as amortization of license and patent.
Current wording
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, as well as amortization of license and patent. The increase in operating expenses was primarily due to an impairment of inventory and patent.
Previous wording
As a result of our operating expenses the Company reported a net loss of ($306,707) and ( $ 287,187) for the three months ended March 31, 2024 and 2023.
Current wording
As a result of our operating expenses the Company reported a net loss of $183,017 and $143,917 for the three months ended June 30, 2024 and 2023, respectively.
Previous wording
Our balance sheet as of March 31, 2024 , reflects current assets of $40,667 , including cash in the amount of $19,595 . We currently meet cash requirements by infusions of cash from issuance of notes to finance partners, through RegA subscriptions and advances from shareholders. Most of these notes have conversion features that require accounting for derivative liabilities. We are hopeful that future Reg. A+ offerings will help to reduce our financing costs but can provide no assurances as to whether our offering will be successful.
Current wording
Our balance sheet as of June 30, 2024, reflects current assets of $8,735, including cash in the amount of $235. We currently meet cash requirements by infusions of cash from issuance of notes to finance partners, through RegA subscriptions and advances from shareholders. Most of these notes have conversion features that require accounting for derivative liabilities. We are hopeful that future Reg. A+ offerings will help to reduce our financing costs but can provide no assurances as to whether our offering will be successful.
Previous wording
Net cash provided (used) by operating activities during the three months ended March 31, 2024, was $ 41,181 an increase of $ 21,720 from net cash used of $19,401 in operating activities during the three months ended March 31, 2023.
Current wording
Net cash used in operating activities during the six months ended June 30, 2024, was $92,637, an increase of $16,309 from net cash used of $76,328 in operating activities during the six months ended June 30, 2023.
Previous wording
Net cash provided by financing activities during the three months ended March 21 2024 was $ 0.00 , similar to3 net cash provided in financing activities during the three months ended March 31,2023 of $0.00.
Current wording
Net cash provided by financing activities during the six months ended June 30, 2024 was $32,096 from proceeds from notes payable. Net cash provided by financing activities during the six months ended June 30, 2023 was $91,044 from proceeds from related party.
Rearranged current paragraphs (6)
Current report — wording carried from elsewhere
We had a net loss of $489,724 for the six-month period ended June 30, 2024, which was $58,620 more than the net loss of $431,104 for the six-month period ended June 30, 2023. The change in our results is mainly due to impairment loss of patent and write-off of inventories recorded as const of revenue.
Current report — wording carried from elsewhere
The following table summarizes key items of comparison and their related increase (decrease) for the six-month periods ended June 30, 2024, and 2023:
Current report — wording carried from elsewhere
Our revenues have been derived entirely from product sales. It reflects a mixture predominantly through wholesale of LiveStock Impact, Inc products and the retail of a small amount of BioAdaptives human supplements. Because of the wholesale element, margins for products are much tighter than previously when all sales were through retail web sales.
Current report — wording carried from elsewhere
Our cost of sales is primarily derived from contract manufacturing expenses and shipping and handling expenses related to customer fulfillment. We also expense marketing expenses, which includes the cost of samples or products provided for promotional purposes and website content development. We have contracted for consulting services relating to website and product label redesign and another web sales outreach campaign, and we expect expenses to accrue for such services in 3 rd.Q 2024, and beyond.
Current report — wording carried from elsewhere
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, as well as amortization of license and patent. The increase in operating expenses was primarily due to an impairment of inventory and patent.
Current report — wording carried from elsewhere
As a result of our operating expenses the Company reported a net loss of $489,724 and $431,104 for the six months ended June 30, 2024 and 2023, respectively.