BIOADAPTIVES, INC. Management’s Discussion and Analysis of Financial Condition and Results of Operations (form 10-Q)

BIOADAPTIVES, INC. Management’s Discussion and Analysis of Financial Condition and Results
of Operations (form 10-Q)


This present report accommodates forward-looking statements. These statements relate
to future occasions or our future monetary efficiency. In some circumstances, you possibly can
establish forward-looking statements by terminology comparable to “might”, “ought to”,
“expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”,
“potential” or “proceed” or the unfavorable of these phrases or different comparable
terminology. These statements are solely predictions and contain recognized and unknown
dangers, uncertainties and different components that will trigger our or our business’s
precise outcomes, ranges of exercise, efficiency or achievements to be materially
totally different from any future outcomes, ranges of exercise, efficiency or
achievements expressed or implied by these forward- wanting statements. Although
we imagine that the expectations mirrored within the forward-looking statements are
cheap, we can’t assure future outcomes, ranges of exercise, efficiency
or achievements. Except as required by relevant regulation, together with the securities
legal guidelines of the United States, we don’t intend to replace any of the forward-looking
statements to adapt these statements to precise outcomes.

Our unaudited monetary statements are said in United States Dollars (US$) and
are ready in accordance with United States Generally Accepted Accounting
Principles. The following dialogue must be learn at the side of our
monetary statements and the associated notes that seem elsewhere on this
quarterly report. The following dialogue accommodates forward-looking statements
that mirror our plans, estimates and beliefs. Our precise outcomes might differ
materially from these mentioned within the forward-looking statements. Factors that
might trigger or contribute to such variations embrace, however will not be restricted to,
these mentioned under and elsewhere on this quarterly report.

Our monetary statements are said in United States Dollars (US$) and are
ready in accordance with United States Generally Accepted Accounting

In this quarterly report, except in any other case specified, all greenback quantities are
expressed in United States {dollars} and all references to “widespread shares” refer
to the widespread shares in our capital inventory.

As used on this quarterly report, the phrases “we”, “us”, “our”, “Company” and
“BioAdaptives” imply BioAdaptives Inc., except in any other case indicated.



BioAdaptives’ core enterprise is to analyze, market and distribute pure
plant- and algal-based merchandise and medical gadgets that enhance well being and
wellness for people and animals, with an emphasis on ache reduction, anti-viral
operate, and anti-aging properties.

Effective November 15, 2021, the Company entered right into a advertising and marketing settlement for
an FDA-cleared Class II medical system, the Lung Flute™. The Company can be
exploring agreements with different medical system producers; the homeowners of
mental property regarding medical gadgets and processes; and advertising and marketing
corporations related to these producers and homeowners.

The Company’s present merchandise embrace dietary dietary supplements utilizing pure
components and proprietary strategies of optimizing the provision of vitamins
in meals and drinks. The human merchandise are designed to help reminiscence, cognition
and focus; help in sleep and fatigue discount; present ache reduction and
therapeutic; and enhance total emotional and bodily wellness. The science
behind our human merchandise has confirmed to be efficient for efficiency enhancement
and ache reduction for horses and canine in addition to offering enhancements in


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Our present product line for people consists of PluriAche®, PrimiLungs™,
PrimiSleep™ and not too long ago launched MindnMemory™, which is an enchancment on the
discontinued PrimiReside® product. We additionally market the Lung Flute™ and PrimiLungs™
product in our Lung Armor™ packaging, emphasizing the anti-viral properties of
the nutraceutical and normal respiratory well being advantages from use of the
system. MindnMemory™ is a nootropic formulation designed to boost psychological
readability and reminiscence; PrimiSleep™ is a pure soporific that aids leisure and
sleep high quality. We acquired the PrimiSleep™ license in 2021, and the revised
formulation for MindnMemory™ throughout 2022, and have commenced advertising and marketing
actions for these merchandise. Sales of the LungFlute™ haven’t met our
expectations and we anticipate discontinuing advertising and marketing this product to
focus our efforts on our ache, sleep and nootropic human merchandise.

Our animal merchandise embrace an Equine All-in-One™ formulation, which we market
to trainers, horse homeowners and boarding stables, and a Canine All-in-One™ that we
market on to customers. Anecdotal and testimonial studies are that the
equine merchandise present vital reduction from train induced pulmonary
hemorrhaging, in addition to improved coat and mane look and hoof well being. The
canine merchandise have demonstrated vital rejuvenating advantages for older
canine, enhancing total look and power ranges.

Effective February 2, 2022, the Company acquired the unique choice to
buy U.S. Patent No. 9,783,432B (the “Patent”), protecting know-how utilized in
enhancing the aptitude of water to carry considerably bigger quantities of
oxygen. The Agreement additionally permits the Company a two-year license to make use of the
know-how coated by the Patent, together with for additional improvement of
oxygenated water merchandise for customers. The Agreement is extra absolutely mentioned
within the Company’s Form 8-Okay filed on February 6, 2022. The Company intends to
develop shopper merchandise utilizing the oxygenation know-how, and has shaped a
wholly-owned subsidiary, MORO2, Inc. to conduct these actions.

On June 6, 2022, we entered right into a companies settlement with Wildpack Beverages in
Las Vegas, Nevada to co-pack a pilot run (1333 circumstances) of MorO2. Technical
issues prevented completion of the pilot run and we’re working with Wildpack
to rectify these points. We will use the pilot run manufacturing for testing and
promotional functions and don’t count on to generate revenues from gross sales of MorO2
and associated merchandise till 4Q on the earliest.

While we proceed to analyze and purchase nutraceutical merchandise for people
and animals, all of our present actions are reliant on advertising and marketing and
distributing merchandise developed and owned by others. We don’t personal the
formulations for our key merchandise and manufacture and market them below an
settlement with the developer that requires cost of a royalty and license

We are reliant on direct and oblique gross sales of the Primi and Pluri strains for
people and the All-in-One animal merchandise for revenues, none of which has
produced any vital income but. We have very restricted expertise in
advertising and marketing and have but to develop dependable gross sales expectations and forecasting.

Market and Marketing

We market our science-based, high quality nutraceuticals to a broad base of the
inhabitants within the U.S., and are exploring advertising and marketing prospects in Asia,
Australasia, the Middle East, and Europe. The Company’s present goal markets
additionally embrace equine and canine companion animals and equine rivals within the
U.S., Australasia and the Middle East.

During June 2021, we commenced use of social media professionals and current
connections to create consciousness about our human merchandise’ advantages. The preliminary
outcomes weren’t passable and a recast, animal product-specific program that
adopted later in 2021, equally failed. We are growing affiliate marketing online
alternatives and acknowledged {that a} broader marketing campaign utilizing conventional
promoting together with social media and extra up to date advertising and marketing instruments is
vital. We re-launched our social media and internet-based advertising and marketing
actions in 2Q 2022, commencing with a whole web site redesign, and are
looking for a brand new social media supervisor to prepare our efforts


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We are pursuing scientific surveys and different testing to show the
usefulness of our merchandise. While we don’t anticipate growing testing
protocols appropriate for FDA approvals, we count on anecdotal and testimonial
studies that can be helpful in our advertising and marketing efforts. The Company is at the moment
taking part in a survey involving the use of PluriAche® by sufferers struggling
from Gadolinium Deposition Disease (“GDD”), and a mix of merchandise for
COVID Long Hauler sufferers. In the GDD survey, 60% of a small topic pattern
reported vital reduction. The COVID Long Hauler survey has restricted
participation up to now and no outcomes. We count on to proceed these explorations
in 3Q and 4Q 2022.

Although we imagine our newly formulated MindnMemory™ product is a considerable
enchancment over PrimiReside®™, our different merchandise haven’t considerably
modified: We supply premium nutraceutical preparations containing the most effective
high quality all-natural botanical and algal components. We will proceed to
emphasize the distinctive qualities, use and operate of our nutraceuticals. We
intend to create market share in our goal demographic by (i) emphasizing the
advantages of our proprietary algal-based, all-natural, stimulant-free, non-GMO
components that mix with confirmed Traditional Chinese Medicine and Ayurvedic
botanicals into science-based formulations, (ii) investigating further
merchandise in response to market demand and testing, and (iii) using our
advertising and marketing operation to behave as its gross sales and distribution arm to hunt further
channels for gross sales protection.

As famous above, we entered into licensing agreements for the PrimiReside® and
PrimiSleep™ merchandise throughout 2021, and developed our reformulated MindnMemory™
throughout 2022. While these merchandise are all-natural botanical formulations, as
our different nutraceutical merchandise, they signify a departure from our current
product strains as a result of they’re focused to particular markets: MindnMemory™ is a
nootropic, supposed to enhance focus and psychological acuity; our preliminary
advertising and marketing efforts are oriented towards Seniors and e-gamers. PrimiSleep™ is
supposed to be used as an assist to leisure, with an emphasis on enhancing the
high quality of sleep. We imagine these merchandise can be utilized in a complementary
method, to keep up on-task endurance and then to unwind and get better from such

In addition, we’re investigating the use of a formulation of PluriAche®
focused towards the signs of pre-menstrual syndrome and menstrual ache.
Anecdotal and testimonial studies have lengthy famous that customers get hold of reduction from
these signs with use of the PluriAche® product, and we’ve got made changes
and additions to the formulation to focus on these signs. Early studies are
promising, and we count on advertising and marketing efforts to emphasise the usefulness of our
product to alleviate PMS-related signs.

We are additionally exploring the mix of PluriAche®, PrimiLung™ and PrimiSleep™
for COVID Long Haulers within the on-going Survey carried out by Regina Sutton, M.D.
These. particular formulations handle some of probably the most troubling signs of
long-term COVID victims, together with mind fog, ache and sleep issues.

The Company believes that merchandise utilizing our oxygenated water know-how can be
helpful and commercially viable. Water merchandise manufactured utilizing the
know-how show considerably excessive dissolved O2 ranges that persist over
an prolonged interval, exceeding ranges and persistence in different business
merchandise. Users of oxygenated water produced with our know-how report
enhanced bodily endurance, stamina and efficiency. We are at the moment
arranging a pilot run of the oxygenated water product and are exploring utilization in
topical and different purposes.

With regard to animal merchandise, the Company’s Livestock Impact Division entered
into unique Marketing and Licensing Agreement with the homeowners of its Equine
All-in-One™ merchandise. The President of the Division is Bruce Colclasure, a
National Cutting Horse Association champion who owns and operates the Flying C
Bar Ranch and is the breeder and coach of over 80 NCHA champion reducing
horses. Mr. Colclasure makes use of and endorses our Equine All-in-One™ and booster
merchandise and gives beneficial suggestions and testimonials concerning its
operate. In addition, a high-performance formulation of our All-in-One product
is utilized by quarter horse trainers at amenities in Oklahoma and New Mexico, with
distinctive outcomes. We count on to make use of these leads to our advertising and marketing efforts in
2022 and to broaden our outreach program for efficiency horse trainers.


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In gentle of the failures of our social media campaigns, in 2021, we commenced a
advertising and marketing affiliate outreach program, straight contacting the principals of
horse golf equipment and associations, providing reductions, samples and different inducements,
looking for to develop “product champion” and “maven” relationships. We contacted
principals in organizations with hundreds of members and many extra hundreds of
horses. We distributed samples and advertising and marketing supplies to roughly 40
principals and influencers in regional and breed-specific equine associations
and anticipate suggestions from these advertising and marketing initiatives within the fourth quarter.

Based partly on these preliminary returns, efficient March 3, 2022, we commenced
print and web advert campaigns in two equine sports activities magazines, Quarterhorse
News and Barrel Horse News; print advertisements started in April 2022, and has continued in


All of the Company’s nutraceutical merchandise are thought of dietary dietary supplements
or pure meals, and we fastidiously keep away from making well being, drug or illness remedy
claims that might set off regulatory compliance points and have an effect on our potential to
market BioAdaptives merchandise. Our energetic components are all plant- or
algal-based and sourced worldwide from respected suppliers who make use of stringent
compliance and sustainable agriculture practices or function NSF-certified (or
equal) amenities.

We contract completely with producers that make the most of pharmaceutical grade
amenities to assemble and bundle our merchandise, all of which is topic to our
inspection and approval. Fulfillment of retail web and direct-to-reseller
orders are carried out from our warehouse amenities. BioAdaptives actively
investigates new merchandise, methods and novel purposes of current
merchandise or know-how in our analysis. The Company’s analysis work has centered
on investigations of all-natural complement formulations that activate primitive
cells, together with stem cells and their derivatives, and pure components that
encourage stem cell proliferation.

We are exploring the means to convey a number of specialised water merchandise to
market. Our know-how has been examined in a big scale plant to supply
bottled water, proving the method is viable and the equipment useful. The
prices of utilizing our know-how is modest – pennies per bottle – however we acknowledge
there are quite a few better-capitalized producers, many of whom even have
glorious branding and market distribution. We contracted with a big Las
Vegas bottling firm to fabricate a pilot run however technical difficulties
have delayed manufacturing. We intend to place promotional merchandise within the arms of
athletes and sports activities figures, in furtherance of a advertising and marketing program primarily based on consumer
testimonials and potential endorsements. We can even take into account licensing
alternatives with rivals or different producers.

As famous above, it’s our intention to function primarily as a advertising and marketing firm,
growing shopper markets for nutraceutical merchandise and medical gadgets that
we license or marketplace for others.


The Company at the moment has 3 full-time non-executive staff and 4 part-time
staff. We retain hourly labor on an as-needed foundation and skilled
consultants to function our enterprise. Management of the Company expects to
proceed use of outdoors consultants, attorneys, and accountants, as vital,
as long as it’s looking for and evaluating enterprise alternatives. The want for
further staff, and their availability, can be addressed in connection
with the choice whether or not or to not purchase or take part in particular enterprise


Liquidity — Financial Performance – Three Months Ended June 30, 2022 and 2021

We had a internet loss of $223,837 for the three-month interval ended June 30, 2022,
which was $85,409 lower than the online loss of $309,246 for the three-month interval
ended June 30, 2021. The change in our outcomes over the 2 intervals is primarily
from a lower in working and different bills, particularly, stock-based


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The following desk summarizes key gadgets of comparability and their associated
improve (lower) for the three-month intervals ended June 30, 2022 and 2021:

2022 2021 Changes
Revenue 4,322 6,065 (1,743 )
Cost of Sales 2,169 2,713 (544 )
Operation Expenses 23,821 25,625 (1804 )
Other revenue (bills) (80,540 ) (237,644 ) 157,104
Net Income (loss) (223,837 ) (309,246 ) 85,404


Our revenues have been derived totally from product gross sales.

Cost of Sales

Our price of gross sales is primarily derived from contract manufacturing bills and
transport and dealing with bills associated to buyer achievement. We additionally expense
advertising and marketing bills, which incorporates the associated fee of samples or merchandise offered for
promotional functions and web site content material improvement. We have contracted for
consulting companies regarding web site and product label redesign and one other
social media outreach marketing campaign, and we count on bills to accrue for such
companies in 3Q 2022, and past.

Operation Expenses

Our normal, administrative and skilled charges are largely attributable to
workplace, hire, promoting, consultants and switch agent, authorized, accounting and
audit charges associated to our reporting necessities as a public firm in addition to
stock-based compensation for officers, administrators and consultants.

Other Income (Expense)

The Company recorded curiosity expense of $75,367 and $15,833 for the three
months ended June 30, 2022, and 2021.

Net Loss

As a consequence of our working bills the Company reported a internet loss of
$233,837 and $309,246 for the three months ended June 30, 2022 and 2021.

Capital Resources – Balance Sheet and Cash Flows

Our steadiness sheet as of June 30, 2022 displays present property of $61,227,
together with money within the quantity of $49,517 and working capital deficiency within the
quantity of $1,494,946. We at the moment meet money necessities by infusions of money
from issuance of notes to finance companions and advances from shareholders. Most
of these notes have conversion options that require accounting for by-product
liabilities. We are hopeful that our pending Reg. A+ providing will cut back our
financing prices however can present no assurances as as to whether our providing can be
profitable. To-date, our market share costs has remained under the providing
worth for our inventory within the Reg A+ providing and till that adjustments it’s unlikely
the providing will generate funds.


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Working Capital (Deficiency)

June 30 June 30
2022 2021 Change
Current Assets 62,227 80.971 11,594
Current Liabilities 1,564,323 1,406,922 (95,174 )
Working Capital (Deficiency) 1,502,096 1,325,951 (176,145 )

Cash Flows

Six Months Ended
June 30
2021 2021 Change
Cash offered by (utilized in) Operating Activities
Cash offered in Investing Activities
Cash offered by (utilized in) Financing Activities (133,147 ) (90,074 ) (43,073 )
Net Increase (Decrease) In Cash During Period 99,728 155,000 (55,272 )

Net money utilized by working actions in the course of the six months ended June 30, 2022
was $133,147, a lower of $43,073 from internet money utilized in working actions
in the course of the six months ended June 30, 2021.

Cash Flows from Financing Activities

Net money offered by financing actions in the course of the six months ended June 30,
2022 was $99,728, a lower of $55,272 from internet money offered in financing
actions in the course of the six months ended June 30, 2021.

As of June 30, 2022, we’ve got inadequate money to function our enterprise on the
present degree for the subsequent twelve months and inadequate money to realize our
enterprise objectives. The success of our marketing strategy past the subsequent 12 months is
contingent upon us acquiring further financing. We intend to fund operations
by means of debt and/or fairness financing preparations, which can be inadequate to
fund our capital expenditures, working capital, or different money necessities. We
should not have any formal commitments or preparations for the gross sales of inventory or the
development or mortgage of funds right now. There will be no assurance that such
further financing can be obtainable to us on acceptable phrases, or in any respect.

Critical Accounting Estimates — Going Concern

We are required to offer qualitative and quantitative data essential to
perceive any essential accounting estimations, together with uncertainties
related to such estimates. Our essential accounting estimates, in addition to
the monetary statements contained on this report, are all reliant on the
assumption that we’ll proceed as a going concern, which contemplates our
potential to generate ample money flows from operations and financing
actions essential to proceed in enterprise by using our property and
satisfying our liabilities within the regular course of enterprise.

On June 30, 2022, we had $49,517 of money on-hand and an accrued deficit of
$7,247,077, and as famous all through this report and our monetary statements and
notes thereto, our impartial auditors expressed their substantial doubt as to
our potential to proceed as a going concern as of December 31, 2021. We
anticipate incurring vital losses sooner or later. We should not have an
established supply of income ample to cowl our working prices. Our
potential to proceed as a going concern depends upon our potential to
efficiently compete, function profitably and/or elevate further capital by means of
different means. If we’re unable to reverse our losses, we should discontinue


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Because our marketing strategy depends on advertising and marketing merchandise we license from others,
our capital necessities are usually restricted to normal operations and
administration, together with the prices of persevering with as a public firm, and our
variable prices scale up or down primarily based on our precise gross sales. We imagine that
growing our advertising and marketing bills can be essential to establishing gross sales
ample to cowl our bills and, if potential, generate a revenue. We
anticipate utilizing our current financing operations to take action, which can nearly
actually require both the issuance of fairness or will increase in current ranges
of debt or, most definitely, each.

Management’s plans embrace the elevating of capital by means of the fairness markets to
fund future operations, looking for further acquisitions, and producing of
income by means of our enterprise. However, even when we do elevate

ample capital to assist our working bills and generate enough
revenues, there will be no assurances that the income can be ample to
allow us to develop enterprise to a degree the place we’ll generate earnings and
constructive money flows from operations. These issues elevate substantial doubt about
our potential to proceed as a going concern. These monetary statements don’t
embrace any changes regarding the recoverability and classification of
recorded asset quantities or quantities and classification of liabilities which may
consequence from this uncertainty.

Off-Balance Sheet Arrangements

We don’t have any off-balance sheet preparations which have or are moderately prone to
have a present or future impact on our monetary situation, adjustments in monetary
situation, revenues or bills, outcomes of operations, liquidity, and capital
expenditures or capital sources which are materials to stockholders.

Critical Accounting Policies

Our monetary statements are primarily based on the applying of accounting rules
usually accepted within the United States (“US GAAP”). US GAAP requires the use of
estimates; assumptions, judgments and subjective interpretations of accounting
rules that have an effect on the property, liabilities, income, and expense
quantities reported. These estimates also can have an effect on supplemental data
contained in our exterior disclosures together with data concerning
contingencies, danger and monetary situation. We imagine our use of estimates and
underlying accounting assumptions adhere to US GAAP and are persistently and
conservatively a that we imagine to be cheap below the circumstances.
Actual outcomes might differ materially from these estimates below totally different
assumptions or circumstances. We proceed to observe vital estimates made
in the course of the preparation of our monetary statements.

Recent Accounting Pronouncements

The Company has evaluated current pronouncements by means of Accounting Standards
Updates (“ASU”) and believes that none of them could have a cloth impression on
the Company’s monetary place, outcomes of operations or money flows.© Edgar Online, supply Glimpses

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