BIOADAPTIVES, INC.

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT

For the Three and Six months ended June 30, 2026

For the Three and Six months ended June 30, 2025

CONSOLIDATED STATEMENTS OF CASH FLOW

NOTES TO UNAUDITED 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.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s most recent Annual Financial Statements filed with the SEC on Form 10K. 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 for the interim period are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements that would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal period, as reported in the Form 10K filed with SEC on April 14, 2026, have been omitted

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.

Segment Information

Our Chief Executive Officer (“CEO”) is the chief operating decision maker who reviews financial information on a consolidated basis for purposes of allocating resources and evaluating financial performance. Accordingly, we determined we operate in a single reporting segment.

Our CEO assesses performance and decides how to allocate resources primarily based on consolidated net income, which is reported on our Consolidated Statements of Operations. Total assets on the Consolidated Balance Sheets represent our segment assets.

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 June 30, 2026 and December 31, 2025, the Company had inventory as follows, and determined that no reserve was required.

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 June 30, 2026 and December 31, 2025, measured at fair value on a recurring basis:

Derivative Financial Instruments

The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. We evaluate all of our financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company used a Black Scholes valuation model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

Revenue recognition

Revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:

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.

The following represents a reconciliation of the numerators and denominators of the basic and diluted income (loss) per share computation for the three and six months ended June 30, 2026:

For the six months ended June 30, 2026 and 2025, 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.

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 $10,682,200 as of June 30, 2026. 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. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts payable and accrued liabilities as of June 30, 2026 and December 31, 2025, consists of the following:

5. CONVERTIBLE NOTES

Convertible notes as of June 30, 2026 and December 31, 2025, consist of the following:

For the six months ended June 30, 2026 and 2025, the interest expense on convertible notes was $48,912 and $18,660, respectively. As of June 30, 2026 and December 31, 2025, the accrued interest was $238,609 and $215,973, respectively.

The Company recognized amortization expense related to the debt discount of $153,247 and $0 for the six months ended June 30, 2026 and 2025, respectively, which is included in interest expense in the statements of operation.

Conversion

During the six months ended June 30, 2026, the note holders converted principal of $14,950 and accrued interest of $26,276 into 19,586,449 shares of the Company's common stock. As a result, the Company extinguished the related debt obligations and derecognized derivative liabilities of $66,793 and recorded gain on settlement of debt of $15,574.

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:

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 is 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:

6. DERIVATIVE LIABILITIES

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

Fair Value Assumptions Used in Accounting for Derivative Liabilities.

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

The Company determined our derivative liabilities to be a Level 3 fair value measurement and used the Black-Scholes pricing model to calculate the fair value as of June 30, 2026. 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 six months ended June 30, 2026, the estimated fair values of the liabilities measured on a recurring basis are as follows:

The following table summarizes the changes in the derivative liabilities during the six months ended June 30, 2026.

The aggregate loss on derivatives during the six months ended June 30, 2026 and 2025 was as follows.

7. 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, $0.0001 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 $0.0001, 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 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.

As of June 30, 2026 and December 31, 2025,11,167 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.

As of June 30, 2026 and December 31, 2025,9,667 shares of Series B Preferred Stock are issued and outstanding.

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 six months ended June 30, 2026, there was no issuance of Series C shares.

As of June 30, 2026 and December 31, 2025,1,000,000 shares of Series C Preferred Stock are issued and outstanding.

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 20,000,000 shares of Series D Preferred Stock.

The holders 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 six months ended June 30, 2026, the Company issued 164,058 shares of Series D Preferred stock valued at $210,000 for compensation.

As of June 30, 2026 and December 31, 2025,362,393 and 198,335 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, $0.0001 par value per share.

During the six months ended June 30, 2026, the Company issued an aggregate of 24,586,449 shares of common stock as follows;

As of June 30, 2026 and December 31, 2025, there were 36,595,174 and 12,008,725 shares of the Company’s common stock issued and outstanding. In addition, as of June 30, 2026 and December 31, 2025, there were 66 shares of the Company’s common stock issuable.

Stock Option

The following is a summary of the change in stock option during the six months ended June 30, 2026:

The intrinsic value of the options as of June 30, 2026, is $0.

8. RELATED PARTY TRANSACTIONS

Due to related party

As of June 30, 2026, the Company recorded due to a related party of $2,978 for the payment of operating expenses on behalf of the Company. This amount is non-interest bearing and due on demand.

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 six months ended June 30, 2026 and 2025, the Company recorded payroll expense of $150,000 and the Company issued 117,178 and 18,955 shares of Series D Preferred Stock for payroll, respectively.

In May 2024, the Company entered into an employment agreement as our director. The Company agrees to pay a salary of $5,000 per month. During the six months ended June 30, 2026 and 2025, the Company recorded payroll expense of $30,000, and the Company issued 23,440 and 3,791 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 six months ended June 30, 2026 and 2025, the Company recorded payroll expense of $30,000 and the Company issued 23,440 and 2,842 shares of Series D Preferred Stock for payroll, respectively.

9. NOTES PAYABLE

During the year ended December 31, 2024, the Company issued notes payable of $32,096. The note is a 4% interest bearing promissory note that the term is 1 year.

During the six months ended June 30, 2026, the Company recorded notes payable of $32,096, interest expense of $636, and accrued interest of $2,852 and $2,216, respectively, as of June 30, 2026 and December 31, 2025.

10. 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 six months ended June 30, 2026 and 2025, the Company incurred rent expense of $375 and $0, respectively. The Company had security deposit of $2,500 as of December 31,2025. During the six months ended June 30, 2026, the security deposit was written off, resulting in a balance of $0 as of June 30, 2026.

11. SUBSEQUENT EVENTS

No significant event to report.