UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025

Commission File Number 000-54949

(702) 659-8829

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes     ☐ NO

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ☒ Yes     ☐ NO

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non- accelerated filer, or a small reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) ☐ YES     ☒ NO

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

9,048,659 common shares issued and outstanding as of May 2, 2025

Form 10-Q

Table of Contents

BIOADAPTIVES, INC.

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

The accompanying notes are an integral part of these unaudited consolidated financial statements.

BIOADAPTIVES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(UNAUDITED)

The accompanying notes are an integral part of these unaudited consolidated financial statements.

BIOADAPTIVES, INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT

(UNAUDITED)

The accompanying notes are an integral part of these unaudited consolidated financial statements.

BIOADAPTIVES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOW

(UNAUDITED)

The accompanying notes are an integral part of these unaudited consolidated financial statements.

.

BIOADAPTIVES, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

FORWARD LOOKING STATEMENTS

This current report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward- looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our unaudited financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report.

Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.

In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares in our capital stock.

As used in this quarterly report, the terms “we”, “us”, “our”, “Company” and "BioAdaptives" mean BioAdaptives Inc., unless otherwise indicated.

1.  OUR BUSINESS

Overview

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 first and second quarter of 2025.

Effective November 15, 2021, the Company entered into a marketing agreement for an FDA-cleared Class Tl medical device, the Lung FluteTM_ In April 2024, The Company negotiated with the sole owner of the product to assume their existing stock and their rights to all future activities on this item. It intends to actively expand its sales efforts beyond the direct sale effort of its Lung Cleanser to expand to the medical communities, pharmacies, gyms, athletic clubs, and senior communities both in US and Internationally. The Company is also exploring agreements with other medical device manufacturers; the owners of intellectual prope1ty relating to medical devices and processes; and marketing companies associated with these manufacturers and owners.

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.

Our animal products expected in first quarter 2025 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.

Effective February 2, 2022, the Company acquired the exclusive option to purchase U.S. Patent No. 9,783,432B (the "Patent"), covering technology used in enhancing the capability of water to hold significantly larger amounts of oxygen. The Agreement also allows the Company a two-year license to use the technology covered by the Patent, including for further development of oxygenated water products for consumers. The Agreement was more fully discussed in the Company's Form 8-K filed on February 6, 2022. As a result, The Company formed a wholly-owned subsidiary, MORO2, Inc. to study the feasibility of this technology. Unfortunately, after spending two years' effort seeking a co-packer to manufacture a test run of this product, no co-packer could be located. As a result, it declined the option to purchase this technology and returned the unit to the inventor.

The Company signed a dealer's agreement with Pixcelcando out of Europe for their Al Body Composition Analysis technology for US distribution. It is currently carrying out free trial offers to interested parties before its major launching effort in the 2nd and 3rd quarters 2024.

In late March 2025, The Company finished the preparation to launch the Canine Product – PawPa™ Regen™, for selling from April 2025. PawPa™ is a revolutionary new pet wellness brand that leverages predictive data, artificial intelligence, and Embark Vet Services’ extensive database of over 400,000 unique DNA samples to create custom and mass-market solutions tailored to specific conditions or deficiencies as well as overall nutritional support. Backed by science and advanced technology PawPa™’s products not only enhance pet wellness but also set the new standard in pet care. “Regen” dog chew PawPa™’s flagship product is crafted with a blend of advanced nutraceutical compounds and infused with all-natural ingredients, these chews are specially formulated to enhance canine’s quality of life in their golden years. Specific benefits of the “Regen™” chew include: Regenerative Support, Energy & Vitality and Anti-aging Benefits.

The Company  is also in the completion stage of readying its Human product Xcellara™ to launch within the next few weeks. Xcellara™ is BioAdaptives’ regenerative wellness solution, to enhance your performance, accelerate recovery, and revitalize your health. Backed by double-blind placebo-controlled clinical trials, Xcellara™ activates stem cells for cellular regeneration. Derived from a proprietary blend of nutraceutical compounds Xcellara™ is the secret weapon for success on and off the court and provides a myriad of benefits.

The Company’s third Product ClearMynd™ MyndMed™ is finishing its pre-launch phase.  MyndMed™ is designed to optimize multiple neurotransmitter systems and neuroprotective pathways, delivering broad-spectrum cognitive benefits. By synergistically targeting acetylcholine, dopamine, neuroprotection, synaptic growth, and stress reduction, MyndMed™ supports both immediate and sustained improvements in mental performance, resilience, and brain health.

It helps its rapid increase in motivation, sustained attention, and mental clarity, and help in tackling demanding cognitive tasks with greater drive and efficiency.

Zeranovia™ is another product that is about to complete its clinical trial for launching in the second quarter. Zeranovia™ is an innovative, natural weight loss supplement designed to work exceptionally well on its own or as a complement to GLP-1 and GIP weight loss treatments such as Ozempic, Wegovy, Zepbound, and Mounjaro. It supports weight loss by dramatically suppressing appetite, enhancing insulin sensitivity, preserving muscle mass, and delivering essential nutrients. Zeranovia™ significantly enhances the effectiveness of existing treatments while providing substantial nutritional support to deter muscle wasting during a caloric deficit. Throughout the trial, extremely encouraging results are being reported of participants losing 5 to 11 pounds in a 7 to 10 day period.

Market and Marketing

BioAdaptives Inc. has developed a robust Direct to Consumer (DTC) digital marketing campaign to connect directly with its target audience. Leveraging platforms like social media, email marketing, and a user-friendly website, the company promotes its supplement products with engaging content tailored to health-conscious consumers. Through targeted ads, informative blog posts, and compelling calls-to-action, BioAdaptives ensures its messaging resonates, driving awareness and conversions while fostering a community around wellness and natural health solutions.

In addition to its DTC efforts, BioAdaptives  has forged strategic partnerships within the telehealth industry to enhance its product offerings. By aligning its supplements as both companion products and standalone solutions, the company integrates seamlessly with telehealth platforms, providing participants with accessible, science-backed options to support their wellness journeys. These collaborations not only expand BioAdaptives’ reach but also position our products as trusted recommendations within virtual healthcare ecosystems, capitalizing on the growing demand for telehealth services.

Finally, BioAdaptives employs a dynamic affiliate marketing program, partnering with companies and individual influencers who boast large social media followings and proven success in the supplement industry. These affiliates, carefully selected for their credibility and performance, promote BioAdaptives’ products through authentic endorsements, affiliate links, and promo codes. This strategy amplifies brand visibility, drives sales, and builds trust among niche audiences, leveraging the influence of established voices in the health and wellness space to accelerate growth.

Manufacturing

All of the Company's nutraceutical products are considered dietary supplements or natural foods, and we carefully avoid making health, drug, or disease cure claims that could trigger regulatory compliance issues and affect our ability to market BioAdaptives products. Our active ingredients are all plant, fungi, or algal-based and sourced worldwide from reputable suppliers who employ stringent compliance and sustainable agriculture practices.

BioAdaptives actively investigates new products, techniques, and novel applications of existing products or technology in our research. The Company's research has focused on investigating all-natural supplement formulations that activate primitive cells, including stem cells and their derivatives, and natural ingredients that encourage stem cell proliferation. In 2022, the Company started a product line utilizing algae and mushrooms.

With regard to medical devices, in April 2024, we purchased the Lungflute™ from the sole US affiliate of the patent holder. We do not expect to develop any direct capability to manufacture medical devices for numerous reasons, including a lack of capital and the fact that the amortized cost of such facilities, if we were to construct or acquire them, is generally far higher compared to the cost of purchasing a finished product. We operate as a Research and Development nutraceutical company.

Employees

Currently, the Company has one full-time executive employee. We retain hourly labor as needed and professional consultants to operate our business. The company's management expects to use outside consultants, attorneys, and accountants as necessary. The need for additional employees and their availability will be addressed when deciding whether to acquire or participate in specific business opportunities.

2.  LIQUITITY AND CAPITAL RESOURCES:

Liquidity -- Financial Performance –  Three Months Ended March 31, 2025, and 2024

We had a net loss of $197,176 for the three-month period ended March 31 2025, which was $109,571 less than the net loss of $306,707 for the three-month period ended March 31, 2024. The change in our results is mainly due to the Change in operating expenses of fair value of derivative liabilities

The following table summarizes key items of comparison and their related increase (decrease) for the three-month periods ended March 31, 2025, and 2024:

Revenue

All are products are getting ready to launch in 2^nd Quarter, hence there is no revenue in this First Quarter

Cost of Sales

There is no cost of sales this Quarter, as no product is being sold during this period

Operation Expenses

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.

Other Income (Expense)

The Company recorded interest expenses of $9,647  and $ 54,615  for the three months ended March 31,, 2025, and 2024. It also show a change in fair value of derivative liabilities of $61,659 and (202,260) for March 31, 2025 and 2024.

Net Loss

As a result of our operating expenses the Company reported a net loss of $ 197,136 and $ 306,707  for the three months ended March 31, 2025, and 2024.

Capital Resources – Balance Sheet and Cash Flows

Our balance sheet as of March 31 2025, reflects current assets of $110,448 , including cash in the amount of $39,564 . 

Working Capital (Deficiency)

Three Months Ended

Net cash provided (used) by operating activities during the three months ended March 31, 2025, was $97,906 an increase of $56,725  from net cash used of $41,181 in operating activities during the three months ended March 31,  2024.

As of March 31, 2025, we have insufficient cash to operate our business at the current level for the next twelve months and insufficient cash to achieve our business goals. The success of our business plan beyond the next 12 months is contingent upon us obtaining additional financing. We intend to fund operations through debt and/or equity financing arrangements, as well as the sales of our various new product lines, which may be insufficient to fund our capital expenditures, working capital, or other cash requirements. We do not have any formal commitments or arrangements for the sales of stock or the advancement or loan of funds at this time. There can be no assurance that such additional financing will be available to us on acceptable terms, or at all.

On March 31, 2025, we had $39,564 of cash on-hand and an accumulated deficit of $9,360,442, 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, 2025. We anticipate to be incurring some losses in the near future, until all the products are launch and  have maximized their sales. 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.

Because our business plan relies on marketing products, our capital requirements are generally limited to general operations, administration, inventories, and development expenses 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.

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.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, and capital expenditures or capital resources that are material to stockholders.

Critical Accounting Policies

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.

Recent Accounting Pronouncements

The Company has evaluated recent pronouncements through Accounting Standards Updates ("ASU") and believes that none of them will have a material impact on the Company's financial position, results of operations or cash flows.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As a “smaller reporting company,” we are not required to provide the information required by this Item.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As required by Rule 13a-15 under the Securities Exchange Act of 1934, we have carried out an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this quarterly report, March 31, 2025.  This evaluation was carried out under by our Chief Executive Officer.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our company's reports filed under the Securities Exchange Act of 1934 is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Based upon that evaluation, including our Chief Executive Officer, we have concluded that our disclosure controls and procedures were ineffective as of the end of the period covered by this report due to a material weakness in our internal control over financial reporting, which is described below.

Management's Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934). Management has assessed the effectiveness of our internal control over financial reporting as of March 31, 2025 based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. As a result of this assessment, management concluded that, as of March 31, 2025,  our internal control over financial reporting was not effective. Our management identified the following material weaknesses in our internal control over financial reporting, which are indicative of many small companies with small staff: (i) inadequate segregation of duties and effective risk assessment. and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines.

We plan to take steps to enhance and improve the design of our internal control over financial reporting. During the period covered by this quarterly report on Form 10-Q, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we hope to implement the following changes during our fiscal year ending December 31, 2025: (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient written policies and procedures for accounting and financial reporting. The remediation efforts set out in (i) and (ii) are largely dependent upon our securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner.

To a certain extent, the size of our operation provides inherent checks and balances relative to internal controls:  Because of our limited staff size and the integration of our executives and directors in operations, the prospect for significant internal control failures resulting in unreliable financial statements or worse is remote.  Regardless, we recognize the importance of multiple layers of reporting and controls and are working toward improving our capabilities. 

Changes in Internal Control over Financial Reporting

There was no change in the Company's internal control over financial reporting that occurred during the Company's most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

At this time, we know of no pending legal proceedings to which we are a party, either individually or in the aggregate. We are from time-to-time, during the normal course of our business operations, subject to various litigation claims and legal disputes. There are no such claims or disputes pending at this time and we have not been notified of any possible claims or disputes.

Item 1A. Risk Factors

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Item 3. Defaults Upon Senior Securities   

The Company has no senior securities, but has outstanding instruments previously characterized as unsecured convertible debentures.  These instruments are not senior to any other Company obligation.  The Company arranged extension and forbearance agreements with the holders of the 12% Debentures, which were issued in 2018 and were due at various times in 2020.  Our agreement called for the extension of these obligations on the same terms until December 31, 2021, in exchange for current interest payments and delivery of 280,000 shares of its common stock (total).  We are currently in default on these obligations but are working on an alternative resolution.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Nothing to add.

Item 6. Exhibits

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.