BIOADAPTIVES, INC.
For the period ended Dec 31, 2025. Filed Apr 14, 2026.
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FY2025 · Filed Apr 14, 2026
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Notes to Consolidated Financial Statements
1. DESCRIPTION OF BUSINESS AND HISTORY
Description of business
BioAdaptives, Inc. (“BioAdaptives” or the “Company”) was incorporated in Delaware on April 19, 2013, under the name Apex 8, Inc. Shortly afterwards, the Company’s control person sold his interest; new owners appointed management and changed its name to BioAdaptives, Inc. BioAdaptives’ core business is to investigate, market and distribute natural plant, fungi, and algal based products and medical devices that improve health and wellness for humans and animals, with an emphasis on pain relief, anti-viral function, and anti-aging properties.
The Company’s corporate office is located at 2620 Regatta Drive, Suite 102, Las Vegas, NV 89128.
Reverse stock split
On November 20, 2024, the Company, filed with the Secretary of State of the State of Nevada, a Certificate of Change, pursuant to Nevada Revised Statutes 78.209, to effect a one-for-three hundred (1-for-300) reverse stock split (the “Reverse Stock Split”) of the Company’s issued and outstanding Common Stock, par value $0.001 per share. The Reverse Stock Split was effective as of November 21, 2024. This reverse stock split affected the voting rate and conversion rate of Preferred Stock except for Series C Preferred Stock.
All share and per share information in these financial statements retroactively reflect this reverse stock split.
Stock Dividend
On December 2, 2024, the Company approved the issuance of stock dividends. Each Common Stockholder received one (1) additional share of Common Stock for each share owned. The Company account for this stock dividend as forward stock split
All share and per share information in these financial statements retroactively reflect this stock dividend.
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.
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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, 2025 and 2024, the Company had $215,205 and $261,885 cash, respectively. As of December 31, 2025 and 2024, the Company did not have cash equivalents.
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, 2025 and 2024, the Company record bad debt expense of $2,859 and $0, respectively.
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, 2025 and 2024, the Company had inventory as follows, and determined that no reserve was required.
| December 31, · December 31, | |||
|---|---|---|---|
| 2025 · 2024 | |||
| Finished goods | $35,207 | $ | - |
| Raw material | 9,499 | 19,115 | |
| $44,706 | $19,115 | ||
Property and Equipment
Property and equipment are carried at cost less accumulated depreciation. Depreciation is provided over the assets’ estimated useful lives, using the straight-line method. Currently our assets consist of mobile warehouse which we amortize over a useful life of 3 years.
Maintenance and repairs are charged to expenses as incurred. Improvements of a major nature are capitalized. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any gains or losses are reflected in income
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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, 2025 and 2024, measured at fair value on a recurring basis:
| Total Carrying Valueas of December 31, · Quoted Market Prices in Active Markets · Significant Other Observable Inputs · Significant Unobservable Inputs | ||||||
|---|---|---|---|---|---|---|
| 2025 · (Level 1) · (Level 2) · (Level 3) | ||||||
| Assets: | ||||||
| Equity Securities · $ · - · $ · - · $ · - · $ · - | ||||||
| Liabilities | ||||||
| Derivative liabilities | $1,738,804 | $ | - | $ | - | $1,738,804 |
| Total Carrying Value · Quoted Market Prices in Active Markets · Significant Other Observable Inputs · Significant Unobservable Inputs | ||||||
|---|---|---|---|---|---|---|
| as of December 31, 2024 · (Level 1) · (Level 2) · (Level 3) | ||||||
| Assets: | ||||||
| Equity Securities · $ · - · $ · - · $ · - · $ · - | ||||||
| Total · $ · - · $ · - · $ · - · $ · - | ||||||
| Liabilities | ||||||
| Derivative liabilities | $1,053,249 | $ | - | $ | - | $1,053,249 |
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Derivative Financial Instruments
The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. We evaluate all of our financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company used a Black Scholes valuation model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.
Revenue recognition
Revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:
| · | identify the contract with a customer; |
| · | identify the performance obligations in the contract; |
| · | determine the transaction price; |
| · | allocate the transaction price to performance obligations in the contract; and |
| · | recognize revenue as the performance obligation is satisfied. |
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.
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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, 2025 and 2024, 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.
| December 31, | December 31, | |
|---|---|---|
| 2025 | 2024 | |
| (Shares) | (Shares) | |
| Series A Preferred Stock | 55,835 | 55,835 |
| Series B Preferred Stock | 96,670 | 96,670 |
| Series C Preferred Stock | 100,000,000 | 100,000,000 |
| Series D Preferred Stock | 19,832,833 | 4,792,339 |
| Convertible notes | 70,231,836 | 6,185,001 |
| Total | 190,217,174 | 111,129,840 |
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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 November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, requiring public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2024-03.
3. GOING CONCERN
The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred losses since inception and had an accumulated deficit of $10,721,204 as of December 31, 2025. 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. PREPAID EXPENSE
In November 2024, the Company entered into a consulting agreement with a six-month term. The Company shall pay $150,000 as one-time compensation for our convertible note for consulting services upon execution of the agreement. Additionally, the Company will pay consulting fee of $5,000 per month.
As of December 31, 2025 and 2024, the Company recorded prepaid expense of $6,250 for OTC annual fee and $100,000 as prepaid profession fee, respectively.
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5. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
Accounts payable and accrued liabilities aa of December 31, 2025 and 2024 consists of the following:
| December 31, | December 31, | |
|---|---|---|
| 2025 | 2024 | |
| Accounts payable | $13,513 | $5,999 |
| Accrued interest | 218,189 | 172,438 |
| Accrued liabilities | 1,023 | 1,021 |
| $232,725 | $179,458 |
6. CONVERTIBLE NOTES
Convertible notes as of December 31, 2025 and 2024 consist of the following:
| December 31, · December 31, | ||||
|---|---|---|---|---|
| 2025 · 2024 | ||||
| Convertible Notes - originated in April 2018 | $95,000 | $95,000 | ||
| Convertible Notes - originated in June 2018 | 166,000 | 166,000 | ||
| Convertible Notes - originated in October 2018 | 50,000 | 50,000 | ||
| Convertible Notes - originated in November 2024 | 16,200 | 150,000 | ||
| Convertible Notes - originated in November 2025 | 295,000 | - | ||
| Total convertible notes payable | 622,200 | 461,000 | ||
| Less: Unamortized debt discount | (269,868) | - | ||
| Total convertible notes | 352,332 | 461,000 | ||
| Less: current portion of convertible notes | 352,332 | 461,000 | ||
| Long-term convertible notes | $ | - | $ | - |
For the years ended December 31, 2025 and 2024, the interest expense on convertible notes was $44,466 and $38,278, respectively. As of December 31, 2025 and 2024, the accrued interest was $215,973 and $171,507, respectively.
The Company recognized amortization expense related to the debt discount of $25,132 and $52,592 for the years ended December 31, 2025 and 2024, respectively, which is included in interest expense in the statements of operation.
Conversion
During the year ended December 31, 2025, the note holder converted principal amounts of $133,800 into 2,960,000 shares of common stock. As a result, the Company settled convertible notes, and derivative liability of $133,800, and recorded gain on settlement of debt of $133,800.
During the year ended December 31, 2024, the Company converted notes with principal amounts of $63,250 and accrued interest of $4,726 into 2,239,792 shares of common stock. The corresponding derivative liability at the date of conversion of $134,666 was credited to additional paid in capital.
Convertible Notes – Issued during the year ended December 31, 2025
During the year ended December 31, 2025, the Company issued a total principal amount of $295,000 in convertible notes for cash proceeds of $255,000. The terms of these convertible notes are summarized as follows:
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| · | Term 1 year; |
| · | Annual interest rates 6 - 10%; |
| · | Convertible at the option of the holders at any time |
| · | Conversion prices are based on 60 - 65% of the lowest traded price for the common stock during 20-trading days. |
In addition, the Company issued a total of 2,062,500 warrants in connection with certain convertible notes. The warrants will expire 3 years after issuance date, and the exercise price of $0.08. The Company determined that the warrants had a fixed monetary value with a variable number of shares at inception and categorized the warrants as a liability, which his derivative liability on the balance sheet.
Convertible Notes – Issued during the year ended December 31, 2024
On November 5, 2024, the Company issued convertible note of $150,000 for consulting service. The convertible note has a term of 6 months, at an interest rate of 6% per annum. The outstanding principal amount of convertible note and unpaid interest are convertible at the option of the holder at 6 months after the issue date. The conversion price is an average of the closing price during the previous 15-trading days.
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 713 common shares valued at $22,210. The terms of these convertible notes are summarized as follows:
| · | Term two years; |
| · | Annual interest rates 12%; |
| · | Convertible at the option of the holders at any time |
| · | Conversion prices are based on 50% discount to market value for the common stock based on a 4-week weekly average of the closing price. |
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.
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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, 2025. 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, 2025 and 2024, the estimated fair values of the liabilities measured on a recurring basis are as follows:
| Year ended | Year ended | |
|---|---|---|
| December 31, | December 31, | |
| 2025 | 2024 | |
| Expected term | 0.90 - 3.00 years | 0.22- 0.46 years |
| Expected average volatility | 283% - 301% | 231% - 294% |
| Expected dividend yield | - | - |
| Risk-free interest rate | 3.47 %- 3.61% | 5.25% - 5.48% |
The following table summarizes the changes in the derivative liabilities during the years ended December 31, 2025 and 2024.
| Fair Value Measurements Using Significant Observable Inputs (Level 3) | |
|---|---|
| Balance - December 31, 2023 | $977,872 |
| Settled on issuance of common stock | (134,666) |
| Loss on change in fair value of the derivative | 210,043 |
| Balance - December 31, 2024 | $1,053,249 |
| Addition of new derivatives recognized as debt discounts | 210,293 |
| Addition of new derivatives recognized as warrants | 44,707 |
| Addition of new derivatives recognized as loss on derivatives | 430,425 |
| Settled on issuance of common stock | (148,090) |
| Loss on change in fair value of the derivative | 148,220 |
| Balance - December 31, 2025 | $1,738,804 |
The aggregate loss on derivatives during the years ended December 31, 2025 and 2024 was as follows.
| Years ended | |||
|---|---|---|---|
| December 31, | |||
| 2025 · 2024 | |||
| Day one loss due to derivative liabilities on convertible notes | $430,425 | $ | - |
| Loss on change in fair value of the derivative liabilities | 148,220 | 210,043 | |
| $578,645 | $210,043 | ||
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8. STOCKHOLDERS’ EQUITY
Preferred Stock
On March 13, 2025, the increase in number of preferred shares from 10,000,000 to 31,000,000 having the par value of 0.0001 per share was authorized by written consent of the holders of a majority of our outstanding voting stock.
The Company is authorized to issue 31,000,000 shares of preferred stock, $0.001 par value per share, of which 4,000,000 have been designated as Series A Preferred Stock,5,000,000 have been designated as Series B Preferred Stock,1,000,000 have been designated as Series C Preferred Stock and 20,000,000 have been designated as Series D 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, 2024, the Company issued 500,000 shares of Series A Preferred Stock valued at $1,500 for license fee.
As of December 31, 2025 and 2024,11,167 shares of Series A Preferred Stock are issued and outstanding.
Series B Preferred Stock
On January 24, 2022, the Company established its Series B Preferred Stock, par value $0.0001, 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 (10:1); 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, 2024, the Company issued 1,667 shares of Series B Preferred Stock valued at $3,000 for license fee.
During the year ended December 31, 2024, the Company issued 500 shares of Series B Preferred Stock valued at $1,500 for settlement of note payable – related party and interest of $860 and $640, respectively.
As of December 31, 2025 and 2024,9,667 shares of Series B Preferred Stock are issued and outstanding.
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Series C Preferred Stock
On January 24, 2022, the Company established its Series C Preferred Stock, par value $0.0001, 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 1,000,000 shares of Series C Preferred Stock.
The Company may use the Series C Preferred Stock for purpose of asset acquisition or in satisfaction of recognized debt; they are not otherwise available for sale. The Series C Preferred Stock have enhanced voting privileges (1000:1); the collective right to appoint elect one director, at the Holders’ option; and conversion-to-common rightsat a 100:1 ratio.
During the year ended December 31, 2024, the Company issued 1,000,000 shares of Series C Preferred Stock valued at $60,000 for purchase of inventory.
As of December 31, 2025 and 2024,1,000,000 shares and 0 shares of Series C Preferred Stock are issued and outstanding, respectively.
Series D Preferred Stock
On July 4, 2024, the Company established its Series D Preferred Stock, par value $0.0001, 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 4,000,000 shares of Series D Preferred Stock.
The may convert the Series D Preferred Stock to Common Stock at a rate of 100 shares of common stock for each share of Series D Preferred Stock. Each Series D Preferred Stock carries the voting rights equal to 100 shares of Common Stock.
During the year ended December 31, 2025, the Company issued 94,113 shares of Series D Preferred stock valued at $415,000 for compensation.
During the year ended December 31, 2025, one shareholder converted 8,333 shares of Series D Preferred stock to 833,300 shares of common stock.
During the year ended December 31, 2025, the Company issued 39,868 shares of Series D Preferred stock in cash for subscription of $300,000.
During the year ended December 31, 2024, the Company issued 16,667 shares of Series D Preferred Stock for cash valued at $100,000 to Gimhana Dissanayake and John Keener.
During the year ended December 31, 2024, the Company issued 33,333 shares of Series D Preferred Stock for cash valued at $200,000 to Mary Wilkins. The Company received $194,115, $19,115 of which is related to inventory purchased from a vendor paid on behalf of the Company. The remaining $5,885 is classified as subscription receivable as of December 31, 2024.
During the year ended December 31, 2024, the Company issued 22,687 shares of Series D Preferred Stock for compensation of James Keener and Gimhana Dissanayake valued at $208,871.
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As of December 31, 2025 and 2024,198,335 and 72,687 shares of Series D Preferred Stock are issued and outstanding, respectively.
Common Stock
The Company is authorized to issue 1,250,000,000 shares of Common Stock, $0.001 par value per share.
As of December 31, 2025 and 2024, there were 12,008,725 and 8,215,426 shares of the Company’s common stock issued and outstanding, respectively. In addition, as of December 31, 2025 and 2024, there were 66 shares of the Company’s common stock issuable.
Fiscal year 2025
During the year ended December 31, 2025, the Company issued Common shares as follows;
| · | 2,960,000 shares of common stock for conversion of debt. |
| · | 833,330 shares of common stock valued for conversion of Series D Preferred stock. |
Fiscal year 2024
During the year ended December 31, 2024, the Company issued Common shares as follows;
| · | 2,239,794 shares of common stock valued at $202,643 for conversion of debt. |
| · | Reverse stock split adjustment of 3,904. |
Stock Option
On April 16, 2025, the Company granted stock option of 500,000 shares of common stock to our director for compensation, valued at $28,670 with term of ten years, exercise price of $10.00 per share, fully vested on grant date. During the year ended December 31, 2025, the Company recognized stock option expense of $28,670.
The following is a summary of the change in stock option during the year ended December 31, 2025:
| Options Outstanding · Weighted Average | |||
|---|---|---|---|
| Number of | Weighted Average | Remaining life | |
| Options | Exercise Price | (years) | |
| Outstanding, December 31, 2024 · - · $ · - · - | |||
| Granted | 500,000 | 10.00 | 10.01 |
| Exercised | - | - | - |
| Forfeited/canceled | - | - | - |
| Outstanding, December 31, 2025 | 500,000 | $10.00 | 9.30 |
| Exercisable options, December 31, 2025 | 500,000 | $10.00 | 9.30 |
The intrinsic value of the options as of December 31, 2025, is $0.
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9. RELATED PARTY TRANSACTIONS
Due to related party
During the year ended December 31, 2024, accounts payable of $2,729 was paid by a related party and due to related party of $5,106 was forgiven.
As of December 31, 2025 and 2024, the Company owed Dr. Edward E. Jacobs, M.D., $0.
Employee agreements
In May 2024, the Company entered into an employment agreement as our chief executive officer. The Company agrees to pay a salary of $300,000 per annum. During the years ended December 31, 2055 and 2024, the Company recorded payroll expense of $300,000 and $158,871 and the Company issued 68,858 and 18,062 shares of Series D Preferred Stock for payroll, respectively.
In May 2024, the Company entered into an employment agreement as our director with a one-year term. The Company agrees to pay a salary of $5,000 per month. During the years ended December 31, 2025 and 2024, the Company recorded payroll expense of $60,000 and $50,000 and the Company issued 13,102 and 4,625 shares of Series D Preferred Stock for payroll, respectively.
In January 2025, the Company entered into an employment agreement as our director. The Company agrees to pay a salary of $5,000 per month. During the year ended December 31, 2025, the Company recorded payroll expenses of $55,000 for a director and the Company issued 12,153 shares of Series D Preferred Stock for payroll.
License
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, 2024, the Company recorded amortization expense of $1,941 and impairment loss $18,000. As of December 31, 2024, license was fully impaired.
10. NOTES PAYABLE
During the year ended December 31, 2024, the Company issued notes payable – related party of $32,096. The note is a 4% interest bearing promissory note that the term is 1 year.
During the year ended December 31, 2024, the Company repaid notes payable to a related party of $860 and recognized interest of $177. The note is a 4% interest bearing promissory note that the term is 1 year.
During the year ended December 31, 2024, notes payable to a related party of $4,283 and accrued interest of $856 were forgiven and the balance of notes payable and accrued interest as of December 31, 2024 were $0.
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During the year ended December 31, 2025 and 2024, the Company recorded interest expense of $1,285 and $931, respectively, and recorded notes payable of $32,096, and accrued interest of $2,216 and $931, respectively, as of December 31, 2025 and 2024.
11. 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:
| December 31, · December 31, | ||||
|---|---|---|---|---|
| 2025 · 2024 | ||||
| Net operating loss | $(200,260) | $(133,670) | ||
| Valuation allowance | 200,260 | 133,670 | ||
| Income tax expense per books | $ | - | $ | - |
The cumulative tax effect at the expected rate of 21% of significant items comprising our net deferred tax amount is as follows:
| December 31, · December 31, | ||||
|---|---|---|---|---|
| 2025 · 2024 | ||||
| NOL Carryover | $919,097 | $718,837 | ||
| Valuation allowance | (919,097) | (718,837) | ||
| Net deferred tax asset | $ | - | $ | - |
Due to the change in ownership provisions of the Income Tax laws of the United States of America, net operating loss carry forwards of approximately $4.4 million 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 to use in future years.
12. COMMITMENTS AND CONTINGENCIES
Short-term Leases
The Company has not entered into any long-term leases, contracts, or commitments. In November 2023, the Company leased an office for a month-to-month term. During the years ended December 31, 2025 and 2024, the Company incurred rent expense of $225 and $2,132, respectively. The Company recorded a security deposit of $2,500 as of December 31, 2025 and 2024.
13. SUBSEQUENT EVENTS
In January, the Company worked with River Inn to test a new Canine product for calming and stress. This is intended to explore a new item for PawPa® extending to the travelling markets. In March, PawPa® was granted its TradeMark for its products.
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.