0001376474-19-000240.txt : 20190927 0001376474-19-000240.hdr.sgml : 20190927 20190927151644 ACCESSION NUMBER: 0001376474-19-000240 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20190911 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20190927 DATE AS OF CHANGE: 20190927 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BIOADAPTIVES, INC. CENTRAL INDEX KEY: 0001575142 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 462592228 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-54949 FILM NUMBER: 191121711 BUSINESS ADDRESS: STREET 1: 1015 S CIMARRON RD CITY: LAS VEGAS STATE: NV ZIP: 89145 BUSINESS PHONE: (702) 560-1632 MAIL ADDRESS: STREET 1: 1015 S CIMARRON RD CITY: LAS VEGAS STATE: NV ZIP: 89145 FORMER COMPANY: FORMER CONFORMED NAME: APEX 8 Inc. DATE OF NAME CHANGE: 20130424 8-K 1 ba_8k.htm CURRENT EVENT REPORT - FORM 8-K Current Event Report - 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):  September 11, 2019

 

 

BioAdaptives Inc.

(Exact Name of Registrant as Specified in its Charter)

 

 

Delaware                                               000-54949                                                46-2592228

(State or other jurisdiction of     (Commission File  (I.R.S. Employer Identification  

         Incorporation)            Number)No.) 

 

2620 Regatta Drive, Suite 102, Las Vegas, Nevada  89128

(Address of principal executive offices)

 

Registrant’s telephone number, including area code:  (702) 659 8829

 

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))


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

 

On September 11, 2019, BioAdaptives, Inc. (the “Company”) announced changes in its management.

Appointment of Robert W. Ellis, as Company President

 

On September 11, 2019, Director and Chief Executive Officer,Dr. Edward E.Jacobs, Jr., announced the appointment of Mr. Robert Ellis to the position of President of the Company, replacing Dr. Jacobs, who had been acting as President. Dr. Jacobs continues in his role of Director and CEO. This appointment parallels the Company’s return to an SEC fully-reporting entity.

 

Biographical Information for Robert Ellis

 

Robert Ellis brings more than forty years of business management experience to the Company. He has worked extensively in senior positions across a variety of industry disciplines, including aerospace, electronics, communications, and international marketing. Mr. Ellis has been an executive officer in private and public companies, both major entities, start-ups, and emerging entities. He has an Accounting Degree from the University of Illinois, and is a CPA.

 

On September 18, 2019, the Company announced the appointment of Bruce Colclasure as the President of its new majority owned subsidiary, Livestock Impact, Inc.

 

Biographical Information for Bruce Colclasure

 

Bruce Colclasure has more than fifty years’ experience working with livestock and their wellness. He is nationally recognized as an outstanding breeder and trainer of rodeo and show horses. He has numerous national and world championships to his credit, both as a trainer and as a performer, especially known for his work with cutting horses. Mr. Colclasure has worked with the Company for several years, assisting with solutions for livestock nutrition and wellness, using his expertise as an Animal Science and Nutrition major at Panhandle State University in Texas. As a trainer and performer he has worked with some of the world’s finest equine athletes, contributing to more than seventy World Championships. He has shown that the wellness products for horses are equally as effective for cattle, other livestock, and household pets.

 

On September 24, 2019, the Company announced Appointment of Ron Lambrecht as CFO

 

On September 24, 2019, the Company appointed Ron Lambrecht as its Chief Financial Officer effective on October 01, 2019. Mr. Lambrecht will report to the Company CEO and to the President.

 

Biographical Information for Ron Lambrecht

 

Ron Lambrecht is a successful businessman from Western Montana. He is a CPA and has operated a financial services business for more than 30 years. As a finance participant, he has been involved in a number of technology acquisitions and joint ventures. He graduated from the University of Montana in 1971 with a degree in Accountancy. Mr. Lambrecht is recognized as an expert in the fields of surface mining in addition to oil and gas exploration.


Item 8.01 Other Events.

 

On September 18, 2019 the Company announced the Formation of Livestock Impact, Inc.

 

On September 18, 2019, Dr. Jacobs, Director and CEO announced the creation of a new majority-owned subsidiary of the Company, Livestock Impact, Inc. The Subsidiary has been formed to concentrate on developing and marketing nutritional wellness and health products developed by the Company specifically for the livestock industry. Leading the Subsidiary as a Director and the President is Mr. Bruce Colclasure, a well-known and successful livestock nutritionist and trainer of western-discipline horses.

 

On September 24, 2019, the Company announced the formation of a new operating division, TizHemp

 

On September 24, 2019, a new operating division within the Company was created to concentrate efforts on the development and marketing of wellness-related hemp-based nutritional products. This Hemp initiative is a natural complement to the Company’s primary line of healthcare products. As a supporter of the health benefits of Hemp, the Company plans to introduce a line of products promoting general health and wellness, including topicals, nutritional powders and an assortment of tea.

 

Press Release

 

Attached as Exhibits 99.1,99.2 and 99.3 are copies of press releases from the Company dated September 11, 18 and 24, 2019 reporting Management changes and subsequent events

 

Item 9.01 Financial Statements and Exhibits

 

Exhibit Description

 

99.1 Press Release of BioAdaptives, Inc dated September 11, 2019

 

99.2 Press Release of BioAdaptives, Inc dated September 18, 2019

 

99.3 Press Release of BioAdaptives, Inc dated September 24, 2019

 

 

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: September 24, 2019

 

BioAdaptives, Inc.

 

By/s/Edward E. Jacobs, Jr

Edward E. Jacobs, Jr

Director & Chief Executive Officer

EX-99.1 2 ba_ex99z1.htm PRESS RELEASE Press Release

99.1 Press Release of BioAdaptives, Inc dated September 11, 2019

 

 

BioAdaptives, Inc. Announces Return to Fully Reporting and Appointment of President

 

LAS VEGAS, Nev., Sept. 11, 2019 (SEND2PRESS NEWSWIRE) -- BioAdaptives, Inc. (OTC BB: BDPT) announced the Company’s return to a fully-reporting entity, and the appointment of Mr. Robert W. Ellis as its new President, reporting to Dr. Edward E. Jacobs, Jr.

 

Dr. Jacobs, Director and CEO said, “We are very pleased to again be an SEC fully-reporting Company, even though when it ceased reporting on EDGAR during 2017 and 2018, the Company continued to release full disclosure data via OTC Market’s alternate reporting format.”

 

Dr. Jacobs added, “We are also pleased to announce the appointment of Mr. Robert W Ellis to our Management team. With his additional, it allows me the opportunity to spend more time on the strategic development of BioAdaptives, and to continue scientific research and advancement of a broad line of wellness products for people and animals.”

 

“Mr. Ellis brings more than forty years of business management experience to this new assignment. He has held senior financial and operating management positions in aerospace and telecommunication public corporations, as well as private companies in both mature technology business and development-stage entities,” Dr. Jacobs further added.

 

Mr. Ellis stated, “I am pleased to join BioAdaptives in this position and look forward to leading the Company as it emerges further from its development stage and matures into a growing successful manufacturing and distribution company. We expect to expand BioAdaptives operation through acquisitions and subsidiary entities in its current natural wellness sphere and in related fields in order to add to the Company’s bottom line.”

 

About BioAdaptives, Inc.:

BioAdaptives, Inc. is a fully-reporting, public company trading on the OTC Bulletin Board under the symbol BDPT. The company is engaged in research and development in science-based nutraceutical products for human and animal consumption. Learn more at: https://bioadaptives.com/.

 

SAFE HARBOR ACT:

Forward-Looking Statements: This release contains statements that constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements appear in a number of places in this release and include all statements that are not statements of historical fact regarding the intent, belief or current expectations of BioAdaptives, Inc. and its directors or its officers with respect to, among other things: (i) financing plans; (ii) trends affecting its financial condition or results of operations; (iii) growth strategy and operating strategy. The words "may," "would," "will," "expect," "estimate," "can," "believe," "potential" and similar expressions and variations thereof are intended to identify forward-looking statements. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, many of which are beyond BioAdaptives, Inc.'s ability to control, and actual results may differ materially from those projected in the forward-looking statements as a result of various factors. More information about the potential factors that could affect the business and financial results is and will be included in BioAdaptives, Inc.'s filings with the Securities and Exchange Commission.

 

Ticker: OTCBB:BDPT / OTC:BDPT / OP: BDPT

EX-99.2 3 ba_ex99z2.htm PRESS RELEASE Press Release

99.2 Press Release of BioAdaptives, Inc dated September 18, 2019

 

 

BIOADAPTIVES, INC. Announces new majority-owned Subsidiary

 

Las Vegas Nevada, September 18, 2019/ EINPRESSWIRE/ – Bioadaptives, Inc. (OTC BB: BDPT) announced the Company’s formation of Livestock Impact, Inc., a majority-owned subsidiary, created to optimize BioAdaptive’s plan to become a leading distributor of nutritional wellness supplements developed specifically for the livestock industry.

 

Dr. Jacobs, Director and CEO said, “ We are very pleased to also announce the appointment of Mr. Bruce Colclasure as President and a Director of Livestock Impact, Inc.  He has an extraordinary history breeding, training, and showing across many venues of the livestock industry.  BioAdaptives is very fortunate to have Bruce on board to lead our efforts into overall livestock wellness and nutrition.”

 

In addition to being a well-known and successful livestock nutritionist Mr. Colclasure is nationally celebrated as a leading breeder and trainer of rodeo and show horses with many national and world championships to show for his efforts.  He is especially recognized for his long history with cutting horses.

 

Bruce Colclasure stated, “I am very excited about joining in the creation and growth of Livestock Impact, Inc., and being given the opportunity to educate livestock owners on a simple path to the winners’ circle.  We will be introducing a full line of natural, effective, and cost-friendly wellness supplements that will complement each livestock nutrition program.  I have been working with BioAdaptives for several years with remarkable success, and I look forward to this new line of products for livestock.  Imagine being able to nourish every cell in your livestock’s body with supplements from the earth that are minimally processed, mostly plant-based, and naturally packed with essential nutrients and powerful antioxidants that will help livestock look, feel, and perform at their best. We are also excited to offer parallel products  to promote wellness and performance in companion pets.”

 

About BioAdaptives, Inc.

BioAdaptives, Inc. is a fully-reporting, public company trading on the OTC Bulletin Board under the symbol BDPT. The company is engaged in research, development, and marketing of science-based nutraceutical products for human and animal consumption.

 

SAFE HARBOR ACT

Forward-Looking Statements: This release contains statements that constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements appear in a number of places in this release and include all statements that are not statements of historical fact regarding the intent, belief or current expectations of BioAdaptives, Inc. and its directors or its officers with respect to, among other things: (i) financing plans; (ii) trends affecting its financial condition or results of operations; (iii) growth strategy and operating strategy. The words "may," "would," "will," "expect," "estimate," "can," "believe," "potential" and similar expressions and variations thereof are intended to identify forward-looking statements. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, many of which are beyond BioAdaptives, Inc.'s ability to control, and actual results may differ materially from those projected in the forward-looking statements as a result of various factors. More information about the potential factors that could affect the business and financial results is and will be included in BioAdaptives, Inc.'s filings with the Securities and Exchange Commission.

 

Ticker: OTCBB:BDPT / OTC:BDPT / OP: BDPT

EX-99.3 4 ba_ex99z3.htm PRESS RELEASE Press Release

99.3 Press Release of BioAdaptives, Inc dated September 24, 2019

 

 

BIOADAPTIVES, INC  announces TizHemp, a new Hemp-product Division & appointment of new CFO

 

 

Las Vegas Nevada, September 24, 2019 (Globe Newswire) – via Newmediawire – Bioadaptives, Inc. (OTC BB: BDPT) announced the Company’s formation of TizHemp, a new operating division to concentrate efforts on wellness- related hemp-based products, and the appointment of Mr. Ron Lambrecht as the Company’s new Chief Financial Officer, reporting to the CEO, President, and Board, effective 1 October, 2019.  

 

Dr. Jacobs, Director and CEO said, “ We are very pleased to be organizing our Company to become a significant participant in the relatively-new and explosive hemp products industry. Our new Hemp Products Division will focus its attention on the development, testing, production, and distribution of hemp-based health and wellness products for human and animal application.  We fully support the perceived health benefits of hemp, and, as such, believe this expansion to be a natural complement to our Company’s core product plans, and a key contributor to future bottom-line performance of the Company.  Initial products promoting health and wellness, including topicals, nutritional powder and tea, will be available for sale beginning October of this year.”  

 

Mr. Robert Ellis, President stated, “We are pleased to announce the addition of Mr. Ron Lambrecht as our new Chief Financial Officer.  Mr. Lambrecht is a Western Montana CPA, and a very successful businessman.  We look forward to his participation in the financial management of the Company as we expand.”  For the past 25 years Mr. Lambrecht has operated a financial services business in addition to facilitating a number of technology acquisitions and joint venture transactions.

 

About BioAdaptives, Inc.

BioAdaptives, Inc. is a fully-reporting, public company trading on the OTC Bulletin Board under the symbol BDPT. The company is engaged in research, development, and marketing of science-based nutraceutical products for human and animal consumption.

 

SAFE HARBOR ACT

Forward-Looking Statements: This release contains statements that constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements appear in a number of places in this release and include all statements that are not statements of historical fact regarding the intent, belief or current expectations of BioAdaptives, Inc. and its directors or its officers with respect to, among other things: (i) financing plans; (ii) trends affecting its financial condition or results of operations; (iii) growth strategy and operating strategy. The words "may," "would," "will," "expect," "estimate," "can," "believe," "potential" and similar expressions and variations thereof are intended to identify forward-looking statements. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, many of which are beyond BioAdaptives, Inc.'s ability to control, and actual results may differ materially from those projected in the forward-looking statements as a result of various factors. More information about the potential factors that could affect the business and financial results is and will be included in BioAdaptives, Inc.'s filings with the Securities and Exchange Commission.

 

Ticker: OTCBB:BDPT / OTC:BDPT / OP: BDPT