Quarterly Report for Quarter Ending September 30, 2025 (Form 10-Q)

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, algal, and cyanobacteria-based products and medical devices that enhance health and wellness for humans and animals, with a focus on nootropics, anti-aging, weight control, relaxation, pain relief, and anti-viral benefits. BioAdaptives is reformulating its entire product line and started bringing out new products from the 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 Flute™. 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 sales effort of its Lung Cleanser to target medical communities, pharmacies, gyms, athletic clubs, and senior communities, both in the US and internationally. The Company is also exploring agreements with other medical device manufacturers, the owners of intellectual property related to medical devices and processes, as well as marketing companies associated with these manufacturers and owners.

The Company's current products in development include dietary supplements utilizing natural ingredients and proprietary methods to optimize the availability of nutrients in foods and beverages. The human products are designed to aid in cognitive health, regenerative stem cell activation, and healthy weight loss. MyndMed™ provides Immediate cognitive enhancement (focus, clarity, motivation), medium-term resilience and memory gains, and long-term neuroprotection and cognitive health, making it a robust solution for anyone seeking to optimize mental performance and brain longevity. Zeranovia is a healthy weight loss enhancer, and Wynovia is used to help reduce the loss of lean muscle mass during dieting.

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Beginning in April, the Company completed preparations to launch the Canine Product - PawPa™ Regen. 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 canines' quality of life in their golden years. Specific benefits of the "Regen™" chew include Regenerative Support, Energy & Vitality, and Anti-aging Benefits.

The Company's Product MyndMed™ is completing 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 aids in a rapid increase in motivation, sustained attention, and mental clarity, and helps in tackling demanding cognitive tasks with greater drive and efficiency. The product underwent rigorous testing by TruShield and received its TruShield Certified Certification, which provides the brand with a trusted, science-backed way to demonstrate that the product is free from banned substances.

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, providing a myriad of benefits. In its market testing, Xcellera™ has demonstrated a positive effect on individuals challenged by chronic fatigue.

Zeranovia™ has been going through a further refining process. It is about to complete its clinical trial for launching in the last 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 improves the effectiveness of existing treatments while providing substantial nutritional support to prevent muscle wasting during a caloric deficit. Throughout the trial, extremely encouraging results have been 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.

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Finally, BioAdaptives employs a dynamic affiliate marketing program, partnering with companies and individual influencers who boast large social media followings and a proven track record of 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, algal, or cyanobacteria-based and sourced worldwide from reputable suppliers that employ stringent compliance and sustainable agricultural 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, as well as natural ingredients that promote stem cell proliferation. In 2022, the Company started a product line utilizing cyanobacteria 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 several 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 than 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 manage our business operations. The company's management anticipates utilizing outside consultants, attorneys, and accountants as needed. The need for additional employees and their availability will be taken into account when deciding whether to acquire or participate in specific business opportunities.

2. LIQUIDITY AND CAPITAL RESOURCES:

Liquidity -- Financial Performance - Three Months Ended September 30^th. 2025, and 2024

We had a net loss of $379,502 for the three-month period ended September 30, 2025, which was $341,853 more than the net loss of $37,649 for the three-month period ended September 30, 2024. The change in our results is mainly due to the Change in operating expenses and the change in fair value of derivative liabilities.

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The following table summarizes key items of comparison and their related increase (decrease) for the three-month periods ended September 30, 2025, and 2024:

		September 30 2025				September 30, 2024				Changes
Revenue			4,632				-				4,632
Cost of Sales			781				-				(781	)
Operation Expenses			269,540				121,941				147,599
Other income (expenses)			(113,813	)			84,292				(29,521	)
Net Income (loss)			(379,502	)			(37,649	)			(341,853	)

Revenue

PawPa™ Regen™ dog treats started limited sales via its website and is still going through its market testing.

Cost of Sales

Cost of Sales covers these sales

Operation Expenses

Our general, administrative, and professional fees are largely attributable to office rent, advertising, consultants, 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) ($14,153) and ($ 9,697) for the three months ended September 30, 2025, and 2024. It also shows a change in the fair value of derivative liabilities of $201,360 and $93,989 as of September 30, 2025, and 2024.

Net Loss

As a result of our operating expenses, the Company reported a net loss of $379,502 and $37,649 for the three months ended September 30, 2025, and 2024.

Capital Resources - Balance Sheet and Cash Flows

Our balance sheet as of September 30, 2025, reflects current assets of $108,860, including cash in the amount of $59,273.

Working Capital (Deficiency)

		September 30, 2025				December 31, 2024,				Change
Current Assets		$	108,860			$	261,885			$	62,467
Current Liabilities		$	(1,589,570	)		$	(1,725,803	)		$	262,184
Working Capital (Deficiency)		$	(1,480,710	)		$	(1,463,918	)		$	16,792

		Nine Months Ended September 30
		2025				2024				Change
Cash provided by (used in) Operating Activities		$	(360,197	)		$	(148,979	)		$	(211,218	)
Cash provided by (used in) Investing Activities		$	(18,000	)		$	-				(18,000	)
Cash provided by (used in) Financing Activities		$	300,000			$	132,096			$	167,904

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Net Increase (Decrease) Change In Cash During Period

Net cash provided (used) by operating activities during the nine months ended September 30, 2025, was $360,197, an increase of $211,218 from net cash used of $148,979 in operating activities during the nine months ended September 30, 2024.

As of September 30, 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 our obtaining additional financing. We intend to fund operations through debt and/or equity financing arrangements, as well as the sale of our various new product lines, which may be insufficient to cover our capital expenditures, working capital, or other cash requirements. We do not have any formal commitments or arrangements for the sale 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 September 30, 2025, we had $ 59,273 of cash on hand and an accumulated deficit of $9,897,858, 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 September 30, 2025. We anticipate incurring some losses in the near future until all the products are launched and have reached their maximum sales potential. 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. 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 costs and, if possible, generate a profit. We anticipate utilizing our existing financing operations to do so, which will likely require either the issuance of equity or increases in existing debt levels, or both.

Management's plans include raising capital through the equity markets to fund future operations, seeking additional acquisitions, and generating revenue through our business. However, even if we raise sufficient capital to support our operating expenses and generate adequate revenues, there can be no assurance that the revenue will be sufficient to enable us to develop our 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 related to the recoverability and classification of recorded asset amounts or the 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, expenses, results of operations, liquidity, capital expenditures, or capital resources that are material to our stockholders.

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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 adheres to US GAAP and is consistently and conservatively applied, which 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.