BIOADAPTIVES, INC.

Previous wording

Certain statements contained in this annual filing, including, without limitation, statements containing the words “believes”, “anticipates”, “expects” and words of similar import, constitute forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.

Current wording

(1) Caution Regarding Forward-Looking Information Certain statements contained in this annual filing, including, without limitation, statements containing the words "believes", "anticipates", "expects" and words of similar import, constitute forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.

Previous wording

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

Current wording

Such factors include, among others, the following: international, national and local general economic and market conditions: demographic changes; the ability of the Company to sustain, manage or forecast its growth; the ability of the Company to successfully make and integrate acquisitions; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; fluctuations and difficulty in forecasting operating results; changes in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; and other factors referenced in this and previous filings.Given these uncertainties, readers of this Form 10-K and investors are cautioned not to place undue reliance on such forward-looking statements. The Company disclaims any obligation to update any such factors or to publicly announce the result of any revisions to any of the forward-looking statements contained herein to reflect future events or developments.

Previous wording

On March 31, 2017, the Company filed 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 OTCMarkets, and it also continued to execute its business plan.

Current wording

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.

Previous wording

On May 10, 2019, the Company filed 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.

Current wording

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.

Previous wording

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

Current wording

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.

Previous wording

On February 6, 2020, the Board of Directors exercised its authority under the Delaware General Corporations Law to establish its Series A Preferred Stock. 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.

Current wording

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.

Previous wording

On January 26, 2022, the Board of Directors exercised its authority under the Delaware General Corporations Law to establish its Series B Preferred Stock. 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.

Current wording

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. consented to the increase

Previous wording

On March 18, 2022, the Company filed 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.

Current wording

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.

Previous wording

On May 15, 2024, Dr. Edward Jacobs retired from the Company and was succeeded by Mr. James E. Kneer as Chairman and CEO. As of May 27, 2024, Mr. Gimhana Dissanayake joined him as a Director of the Company.

Current wording

On May 15 2024, Dr. Edward Jacobs retired from the Company and was succeeded by Mr James E Kneer as Chairman and CEO. Mr. Gimhana Dissanayake joined him as a Director of the Company as of May 27, 2024.

Previous wording

On December 3, 2024, the Board approved a One-for-One Stock Dividend to holders of common stock.

Current wording

On October 28, 2024, the Board unanimously resolved move forward with a reverse split of 1 for 300 shares. On December 3, 2024 the Board of Directors Approved a One-for-One Stock Dividend to holders of common stock.

Previous wording

In conjunction with the Company’s business plan, as discussed in Item I of this document, the Company has expended considerable effort and financial resources to implement its business plan. The Company incurred operating expenses of $429,026, which required cash payments of $254,119, which was principally funded through convertible debt as disclosed in the accompanying financial statement footnotes and advances from shareholders. The operating expenses were for activities that did not require cash payments, including stock-based compensation and a discount for the amortization of debt.

Current wording

In conjunction with the Company’s business plan, as discussed in Item I of this document, the Company has expended considerable effort and financial resources to the implementation of its business plan. The Company incurred operating expenses of $1,054688 which required cash payments of $516,254, which was principally funded through shareholder investments and loans as disclosed in the accompanying financial statement footnotes. The balance of the operating expenses was for activities that did not require cash payments, including stock-based compensation and a discount for amortization of debt.

Previous wording

Earnings (Loss) per share for the respective years ended December 31, 2023, and December 31, 2024, were $0.11 and $0.12, respectively, based on the weighted-average shares issued and outstanding at the end of each respective period.

Current wording

Earnings (Loss) per share for the respective years ended December 31,2023 and December 31, 2024, were $( 0.15 ) and ( 0.11 ), respectively, based on the weighted-average shares issued and outstanding at the end of each respective period.

Previous wording

We anticipate that future expenditure levels will remain relatively consistent until the Company fully implements its current business plan, at which time the Company’s expenses and working capital requirements may increase significantly. The Company does not expect to generate any meaningful revenue or incur operating expenses for purposes other than fulfilling the obligations of a reporting company under the Exchange Act unless and until such time that the Company begins meaningful operations.

Current wording

We anticipate that future expenditure levels will remain relatively consistent until such time that the Company fully implements its current business plan, at which time the Company’s expenses and working capital requirements may increase significantly. The Company does not expect to generate any meaningful revenue or incur operating expenses for purposes other than fulfilling the obligations of a reporting company under the Exchange Act unless and until such time that the Company begins meaningful operations.

Previous wording

Subject to financing and various regulatory approvals, the Company intends to 1) market its existing products as described herein; 2) continue conducting research and investigation activities to identify new products or markets and improve its existing products and marketing; and 3) seek strategic or complimentary acquisitions in its current market space or, if indicated, others. There is no guarantee that the Company will be able to implement this business plan successfully or that if implemented, said plan will be successful.

Current wording

Subject to financing and various regulatory approvals, the Company intends to 1) market its existing products as described herein; 2) continue conducting research and investigation activities to identify new products or markets and improve its existing products and marketing; and 3) seek strategic or complimentary acquisitions in its current market space or, if indicated, others. There is no guarantee that the Company will be able to successfully implement this business plan or that if implemented, said plan will be successful.

Previous wording

On December 31, 2023 and 2024, the Company had working capital of approximately $88,557 and $261,885, including all related party accounts receivable, accrued expenses, and line-of-credit notes payable.

Current wording

On December 31, 2024 and 2025, respectively, the Company had working capital of approximately $ 225,901 and $261,885; inclusive of all related party accounts receivable, accrued expenses and line-of-credit notes payable.

Previous wording

It is the belief of management that our current finance partners, shareholders, and the proceeds from our sales of Preferred D will be able to provide sufficient working capital necessary to support and preserve the integrity of the corporate entity. However, there is no legal obligation for either management or significant stockholders to provide additional future funding, and we cannot be assured as to the success of our offering. Further, the Company is at the mercy of future economic trends and business operations. Consequently, there is substantial doubt about the Company’s ability to continue as a going concern.

Current wording

It is the belief of management that our current finance partners, shareholders and the proceeds from our sales of Preferred D will be able provide sufficient working capital necessary to support and preserve the integrity of the corporate entity. However, there is no legal obligation for either management or significant stockholders to provide additional future funding and we cannot be assured as to the success of our offering. Further, the Company is at the mercy of future economic trends and business operations. Consequently, there is substantial doubt about the Company's ability to continue as a going concern.

Previous wording

The Company’s need for working capital may change dramatically due to any future business transaction.

Current wording

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

Previous wording

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

Current wording

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

Previous wording

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

Current wording

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

Previous wording

Whether the Company’s cash assets prove inadequate to meet its operational needs, the Company might seek to compensate service providers by issuing stock in lieu of cash.

Current wording

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

Previous wording

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

Current wording

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

Previous wording

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

Current wording

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