8-K 1 bioadaptives8k.htm FORM 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 8-K

  

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Act of 1934

 

Date of Report (Date of earliest event reported): July 13, 2014

    

BioAdaptives Inc.
 (Exact Name of Registrant as Specified in its Charter)

 

Delaware

 

000-54949

 

46-2592228

(State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.)

  

1003 S Cimarron Road, Las Vegas, NV 89145

 (Address of principal executive offices)

  

Registrant's telephone number, including area code: (702) 630 2280

  

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

[    ] Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[    ] Soliciting Material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[    ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[    ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

  

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Item 8.01 Other Events.

 

On July 14, 2014, BioAdaptives, Inc. (the “Company”) announced changes in its management.

 

Resignation of Gerald Epling

 

On July 13, 2014, Gerald A. Epling, who had been serving as the Company’s Chief Executive Officer, Chief Financial Officer, and a member of the Company’s Board of Directors, resigned from all positions with the Company, effective immediately. Mr. Epling’s resignation was in connection with his desire to pursue other interests, and was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

 

Appointment of Barry Epling

 

On July 13, 2014, following the resignation of Gerald Epling, the Company’s Board of Directors appointed Barry Epling as the Company’s Chief Executive Officer, President, and interim Chief Financial Officer. Mr. Barry Epling has been serving as the Chairman of the Board of Directors, and is also the Company’s sole director following Gerald Epling’s resignation from the Board.

 

Barry Epling is the owner of Ferris Holding, Inc., the private entity that licensed its formulation, intellectual properties, and other technologies to the Company, and has been its financial supporter to date. Barry Epling and Gerald Epling are brothers. As of the date of this Current Report, the Company had not entered into any employment or compensation agreement with Barry Epling.

 

Biographical Information for Barry Epling

 

Barry Epling currently serves as Chief Executive Officer, President and Director of Ferris Holding Inc. (“FHI”). Mr. Epling is an entrepreneur and founder of FHI. He began his career in 1990 with the acquisition of a single telco switch formerly owned by Drexel Burnham Lambert Inc. He transformed that purchase into a full-fledged telecommunications company called US Tel, Inc., which became a NASDAQ-listed company. As Chief Operating Officer of US Tel, Inc., he was instrumental in producing revenue growth from $5,000 per month in 1992 to over $44 million per year by 1997.

 

In 1997, Mr. Epling began wholesale operations for a telcom carrier company specializing in secondary and tertiary markets within the emerging markets. Through his personal efforts, Mr. Epling developed long distance telecommunications services to Myanmar, Laos, Cambodia, Vietnam, Nepal, India, Egypt, Oman, Dubai, Tajikistan and Uzbekistan.

  

In 2005, Barry Epling launched FHI as CEO. FHI is a business consulting company specializing in the development of nutraceuticals from formulation through management and development. FHI has developed nutraceutical products that include functional beverages, science-based primitive cell enhancement products, and products designed to deal with various health related issues of baby boomers. FHI has patents pending for its nutraceuticals and noninvasive devices.

 

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Transactions with Related Persons - FHI

 

As noted herein, FHI is an entity that was founded and is managed by Barry Epling. Gerald Epling, who resigned as a director and officer of BioAdaptives, previously was an officer of Ferris Holding, although as of March 2014, he had resigned and had no management position with FHI. Additionally, he is the brother of Barry Epling.

 

FHI was a party to two contracts with BioSwan, Inc., an unrelated third party, relating to the license by FHI of certain rights to BioSwan. Those agreements were terminated in October 2013. FHI subsequently entered into a product license agreement and a technology license agreement with the Company, pursuant to which, FHI licensed to the Company certain rights to use Ferris’s technology and products.

 

Barry Epling invented the Agronifier technology and licensed it to FHI.

 

As of the date of this Current Report, FHI was the Company’s controlling stockholder.

 

Press Release

 

Attached as Exhibit 99.1 is a copy of a press release from the Company dated July 14, 2014, reporting the change in management.

 

Item 9.01 Financial Statements and Exhibits.

 

Exhibit Description

 

99.1 Press Release of BioAdaptives, Inc. dated July 14, 2014.

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: July 15, 2014

 

BioAdaptives, Inc.

 

 

 

By: /s/ Barry Epling 
Barry Epling
President, Chief Executive Officer, and Chairman of the Board

 

 

 

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