UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended September 30, 2019
or
¨	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from _________ to _________

Commission File Number 000-54949

BioAdaptives Inc.

(Exact name of registrant as specified in its charter)

Delaware	46-2592228
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)
2620 Regatta Drive, Suite 102, Las Vegas, NV	89128
(Address of principal executive offices)	(Zip Code)

(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.  x 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). x 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     x NO

Large accelerated filer	¨	Accelerated filer	¨
Non-Accelerated filer	¨	Smaller reporting Company	x
Emerging Growth Company	¨

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. x YES    ¨ NO

APPLICABLE ONLY TO CORPORATE ISSUERS

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

18,829,109 common shares issued and outstanding as of November 5, 2019

Form 10-Q

Table of Contents

PART I – FINANICAL INFORMATION
Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of operations	13
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	19
Item 4.	Controls and Procedures	19
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	21
Item 1A.	Risk Factors	21
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	21
Item 3.	Defaults Upon Senior Securities	21
Item 4.	Mine Safety Disclosure	21
Item 5.	Other Information	21
Item 6.	Exhibits	22
	Signatures	23

 

2

PART I - FINANICAL INFORMATION

BIOADAPTIVES, INC.

CONSOLIDATED BALANCE SHEETS

	September 30,			December 31,
	2019			2018
ASSETS
Current Assets:
Cash	$	155		$	56,215
Marketable securities		1,301			3,987
Inventory		12,783			49,857
Other receivable		180			-
Total Current Assets		14,419			110,059
TOTAL ASSETS	$	14,419		$	110,059
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Bank overdraft		743			-
Accounts payable and accrued liabilities		38,546			53,951
Derivative liabilities		506,958			662,038
Current portion of convertible notes - net of discount of $106,871 and $0		204,129			-
Notes Payable		34,917			-
Total Current Liabilities		785,293			715,989
Convertible notes - net of discount of $0 and $223,189		-			87,811
Total Liabilities		785,293			803,800
Stockholders' Deficit:
Preferred stock, ($.0001 par value, 5,000,000 shares authorized; none issued and outstanding.)		-			-
Common stock ($.0001 par value, 100,000,000 shares authorized; 18,829,109 and 18,096,169 shares issued and outstanding, and 252,730 and 275,502 issuable as of September 30, 2019 and December 31, 2018, respectively)		1,883			1,837
Additional paid-in capital		3,889,564			3,824,412
Accumulated deficit		(4,662,321	)		(4,519,990	)
Total Stockholders' Deficit		(770,874	)		(693,741	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	14,419		$	110,059

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

3

BIOADAPTIVES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

	Three Months Ended						Nine months ended
	September 30,						September 30,
	2019			2018			2019			2018
Revenues	$	2,076		$	-		$	8,779		$	-
Cost of revenue		435			-			2,259			-
Gross Profit		1,641			-			6,520			-
Operating Expenses
General and administrative		16,808			66,465			41,167			135,236
Professional fees		6,874			61,534			49,130			165,094
Stock based compensation		23,198			85,270			65,198			179,785
Total Operating Expenses		46,880			213,269			155,495			480,115
Other Income (Expense)
Unrealized loss on marketable securities		(402	)		(1,174	)		(2,686	)		(20	)
Interest expense		(48,172	)		(159,373	)		(145,750	)		(182,438	)
Change in fair value of derivative liabilities		38,908			(274,782	)		155,080			(407,899	)
Total Other Income (Expense)		(9,666	)		(435,329	)		6,644			(590,357	)
Loss before income taxes		(54,905	)		(648,598	)		(142,331	)		(1,070,472	)
Net loss	$	(54,905	)	$	(648,598	)	$	(142,331	)	$	(1,070,472	)
Net Loss Per Common Share:
Basic and Diluted	$	(0.00	)	$	(0.04	)	$	(0.01	)	$	(0.06	)
Weighted Average Number of Common Shares Outstanding:
Basic and Diluted		18,710,782			16,559,359			18,568,062			16,546,262

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

4

BIOADAPTIVES, INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)

(UNAUDITED)

	Preferred stock				Common stock				Additional paid-in		Accumulated
	Shares		Amount		Shares		Amount		capital		Deficit			Total
Balance, December 31, 2018		-	$	-		18,371,671	$	1,837	$	3,824,412	$	(4,519,990	)	$	(693,741	)
Common stock issued for service - related party		-		-		144,713		15		20,985		-			21,000
Net loss for the period		-		-		-		-		-		92,445			92,445
Balance, March 31, 2019		-	$	-		18,516,384	$	1,852	$	3,845,397	$	(4,427,545	)	$	(580,296	)
Common stock issued for service - related party		-		-		140,753		14		20,986		-			21,000
Net loss for the period		-		-		-		-		-		(179,871	)		(179,871	)
Balance, June 30, 2019		-	$	-		18,657,137	$	1,866	$	3,866,383	$	(4,607,416	)	$	(739,167	)
Common stock issued for service - related party		-		-		171,972		17		23,181		-			23,198
Net loss for the period		-		-		-		-		-		(54,905	)		(54,905	)
Balance, September 30, 2019		-	$	-		18,829,109	$	1,883	$	3,889,564	$	(4,662,321	)	$	(770,874	)

	Preferred stock				Common stock						Additional paid-in			Subscription			Accumulated			Accumulated Other Comprehensive
	Shares		Amount		Shares			Amount			capital			receivable			Deficit			Loss			Total
Balance, December 31, 2017		-	$	-		15,578,262		$	1,559		$	3,115,273		$	-		$	(3,054,991	)	$	(58,336	)	$	3,505
Adoption of accounting standards		-		-		-			-			-			-			(58,336	)		58,336			-
Common stock issued for cash		-		-		1,250,000			125			99,875			(100,000	)		-			-			-
Gain on sales of asset to related party		-		-		-			-			32,000						-			-			32,000
Net loss for the period		-		-		-			-			-						(9,099	)		-			(9,099	)
Balance, March 31, 2018		-	$	-		16,828,262		$	1,684		$	3,247,148		$	(100,000	)	$	(3,122,426	)	$	-		$	26,406
Common stock issued for service		-		-		154,807			15			42,135			-			-			-			42,150
Common stock issued with convertible notes		-		-		87,000			9			18,748			-			-			-			18,757
Cancellation of common stock issued for cash		-		-		(1,250,000	)		(125	)		(99,875	)		100,000			-			-			-
Warrant issued for service		-		-		-			-			52,365			-			-			-			52,365
Reclassification of derivative liability from additional paid in capital		-		-		-			-			(42,196	)		-			-			-			(42,196	)
Net loss for the period		-		-		-			-			-			-			(412,775	)		-			(412,775	)
Balance, June 30, 2018		-	$	-		15,820,069		$	1,583		$	3,218,325		$	-		$	(3,535,201	)	$	-		$	(315,293	)
Common stock issued for service		-		-		527,168			53			85,217			-			-			-			85,270
Common stock issued with convertible notes		-		-		10,000			1			1,753			-			-			-			1,754
Common stock issued for conversion of debt		-		-		1,200,027			120			116,630			-			-			-			116,750
Resolution of derivative liabilities		-		-		-			-			239,518			-			-			-			239,518
Net loss for the period		-		-		-			-			-			-			(648,598	)		-			(648,598	)
Balance, September 30, 2018		-	$	-		17,557,264		$	1,757		$	3,661,443		$	-		$	(4,183,799	)	$	-		$	(520,599	)

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

5

BIOADAPTIVES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Nine months ended
	September 30,
	2019			2018
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(142,331	)	$	(1,070,472	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation		-			44,095
Stock-based compensation - related party		65,198			83,325
Warrants issued for service		-			52,365
Change in fair value of derivative liabilities		(155,080	)		407,899
Amortization of debt discount		116,318			147,719
Unrealized loss on investments in marketable securities		2,686			20
Changes in operating assets and liabilities:
Inventory		37,074			-
Prepaid expense and other current assets		(180	)		(21,681	)
Accounts payable and accrued liabilities		(15,405	)		39,099
Net Cash Used in Operating Activities		(91,720	)		(317,631	)
CASH FLOWS FROM INVESTING ACTIVITIES
Sales of assets		-			32,000
Net cash Provided by Investing Activities		-			32,000
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from Notes payable		36,900			-
Repayments of notes payable		(1,983	)		-
Proceeds from Convertible notes		-			376,000
Bank overdraft		743			-
Net Cash Provided By Financing Activities		35,660			376,000
Net change in cash		(56,060	)		90,369
Cash at beginning of period		56,215			360
Cash at end of period	$	155		$	90,729
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for income taxes	$	-		$	-
Cash paid for interest	$	27,769		$	-
NON-CASH INVESTING AND FINANCING ACTIVITIES
Derivative liability recognized as debt discount	$	145,237		$	355,489
Issuance of common stock for conversion of debt and accrued interest	$	-		$	116,750
Reclassification of derivative liability from additional paid in capital due to tainted instruments	$	-		$	42,196
Gain on sale of asset to related party	$	-		$	32,000
Resolution of derivative liability upon conversion of debt	$	-		$	239,518
Common stock issued in conjunction with convertible notes	$	-		$	20,511

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

6

BioAdaptives, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1. DESCRIPTION OF BUSINESS AND HISTORY

Description of business

BioAdaptives, Inc. (formerly known as APEX 8 Inc.) (“BioAdaptives”,” Company”) was incorporated under the laws of the State of Delaware on April 19, 2013. BioAdaptives is a research, development, and educational company. Our current focus is on products and strategies that improve health and wellness. These products include dietary supplements, specialty food items, and proprietary methods of optimizing the bioelectromagnetic availability of foods and beverages. Our base of intellectual property and products, which are patent pending solutions in the form of devices and nutraceuticals, are designed to aid in cognition, focus, fatigue reduction, increased testosterone, improved overall emotional and physical wellness, healing, and anti-aging.

The Company’s strategy is to develop a position as a leader in supplying science-based quality nutraceutical products to an aging population within developed countries such as the United States, Canada, APAC countries, such as China, Japan, Korea, Singapore, Taiwan, Australia and New Zealand, as well as both Western and Eastern Europe, while continuing to create new innovative, health inspired products to start generating growth in sales and profitability. Some of the products have proven to be as effective or even more effective on horses and dogs than on humans and this has caused the Company to expand the target market to include dogs and horses.

Since 2014, BioAdaptives®, has been engaged in the research of primitive cells, including stem cells and their derivatives and natural ingredients which may encourage its proliferation. Such studies were conducted both on human and animals, in particular, canine and equine. The results have been encouraging. More in depth studies on this and other wellness aspects such as anti-aging and sports performance are scheduled.

On May 22, 2019, the Company moved its corporate office to 2620 Regatta Drive, Suite 102, Las Vegas, NV 89128, but maintained fulfillment facilities at 4385 Cameron Street, Suite B, Las Vegas, NV 89103.

2. SUMMARY OF SIGNIFICANT POLICIES

Basis of presentation

The accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s most recent Annual Financial Statements filed with the SEC on Form 10. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim period presented have been reflected herein. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal period, as reported in the Form 10, have been omitted.

Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its 100% owned subsidiary, Blenders Choice Inc. All inter-company balances and transactions have been eliminated. The Company and its subsidiary will be collectively referred to herein as the “Company.”

Use of estimates

The preparation of consolidated financial statements in conformity with US GAAP requires the Company to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. These estimates and judgments are based on historical information, information that is currently available to the Company, and on various other assumptions that the Company believes to be reasonable under the circumstances. Actual results could differ from those estimates.

7

Earnings (loss) per share

Basic earnings (loss) per common share is computed by dividing net income (loss) available to common shareholders by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per common share is computed by dividing income available to common shareholders by the weighted-average number of shares of common stock outstanding during the period increased to include the number of additional shares of common stock that would have been outstanding if potentially dilutive securities had been issued. Diluted earnings per share excludes all dilutive potential shares if their effect is anti-dilutive.

Lease

Effective January 1, 2019, we adopted Accounting Standards Codification 842, Leases (“ASC 842”). Operating lease right-of-use (“ROU”) assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease, both of which are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. Leases with a lease term of 12 months or less at inception are not recorded on our consolidated balance sheet and are expensed on a straight-line basis over the lease term in our consolidated statement of income.

Financial Instruments and Fair Value Measurements

As defined in ASC 820” Fair Value Measurements,” fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The Company classifies fair value balances based on the observability of those inputs. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement).

The following table summarizes fair value measurements by level at September 30, 2019 and December 31, 2018, measured at fair value on a recurring basis:

Fair Value Measurements as of September 30, 2019 Using:

	Total Carrying Value as of September		Quoted Market Prices in Active Markets		Significant Other Observable Inputs		Significant Unobservable Inputs
	30, 2019		(Level 1)		(Level 2)		(Level 3)
Assets:
Equity Securities	$	1,702	$	1,702	$	-	$	-
Liabilities
Derivative liabilities	$	506,958	$	-	$	-	$	506,958

Fair Value Measurements as of December 31, 2018 Using:

	Total Carrying		Quoted Market Prices in Active Markets		Significant Other Observable Inputs		Significant Unobservable Inputs
	Value		(Level 1)		(Level 2)		(Level 3)
Assets:
Equity Securities	$	3,987	$	3,987	$	-	$	-
Liabilities
Derivative liabilities	$	662,038	$	-	$	-	$	662,038

8

Recent Accounting Pronouncements

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on our financial statements.

3. GOING CONCERN

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred losses since inception and had an accumulated deficit of $4,662,321 as of September 30, 2019. The Company requires capital for its contemplated operational and marketing activities. The Company’s ability to raise additional capital through the future issuances of common stock is unknown. The obtainment of additional financing, the successful development of the Company’s contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. The ability to successfully resolve these factors raise substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties.

In order to mitigate the risk related with this uncertainty, the Company plans to issue additional shares of common stock for cash and services during the next 12 months.

4. MARKETABLE SECURITIES

Equity securities at September 30, 2019 and December 31, 2018, were comprised of 105,736 shares of common stock of Hemp, Inc. (HEMP.PK) recorded at fair value of $1,301 and $3,987, respectively.

5. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts payable and accrued liabilities at September 30, 2019 and December 31, 2018 consists of the following;

	September 30,		December 31,
	2019		2018
Accounts payable	$	410	$	39,724
Accrued interest		10,748		8,185
Accrued liabilities		27,388		6,042
	$	38,546	$	53,951

6. NOTE PAYABLE

On March 28, 2019, June 27, 2019 and July 26, 2019, the Company issued note payable of $10,000, $5,000 and $10,000 to a related party. The note is a 4% interest bearing promissory note that is payable on March 27, 2020, June 30, 2020 and July 25, 2020.

On August 1, 2019, the Company issued note payable of $11,900 to a third party. The repayment amount is $12,852 and the term is 6 months. During the nine months ended September 30, 2019, the Company repaid $2,162 including interest expense of $174.

During the nine months ended September 30, 2019, the Company recognized interest expense of $506. As of September 30, 2019, the Company owed note payable of $34,917.

9

7. CONVERTIBLE NOTES

Convertible notes at September 30, 2019 and December 31, 2018 consists of the following:

	September 30,			December 31,
	2019			2018
Convertible Notes - originated in April 2018	$	95,000		$	95,000
Convertible Notes - originated in June 2018		166,000			166,000
Convertible Notes - originated in October 2018		50,000			50,000
Total convertible notes payable		311,000			311,000
Less: Unamortized debt discount		(106,871	)		(223,189	)
Total convertible notes		204,129			87,811
Less: current portion of convertible notes		204,129			-
Long-term convertible notes	$	-		$	87,811

For the nine months ended September 30, 2019 and 2018, the interest expense on convertible notes was $28,926 and $34,491, respectively. As of September 30, 2019, and December 31, 2018, the accrued interest was $10,420 and $8,185, respectively.

The Company recognized amortization expense related to the debt discount of $116,318 and $147,719 for the nine months ended September 30, 2019 and 2018, respectively, which is included in interest expense in the statements of operation.

Convertible Notes – Issued during the year ended December 31, 2018

During the year ended December 31, 2018, the Company issued a total principal amount of $426,000 convertible notes for cash proceeds of $426,000. The convertible notes were also provided with a total of 107,000 common shares valued at $22,210. The terms of convertible notes are summarized as follows:

· Term two years;

· Annual interest rates 12%;

· Convertible at the option of the holders at any time

· Conversion prices are based on 50% discount to market value for the common stock based on a 4-week weekly average of the closing price.

8. DERIVATIVE LIABILITIES

The Company analyzed the conversion option for derivative accounting consideration under ASC 815, Derivatives and Hedging, and hedging, and determined that the instrument should be classified as a liability since the conversion option becomes effective at issuance resulting in there being no explicit limit to the number of shares to be delivered upon settlement of the above conversion options. The Company accounts for warrants as a derivative liability due to there being no explicit limit to the number of shares to be delivered upon settlement of all conversion options.

Fair Value Assumptions Used in Accounting for Derivative Liabilities.

ASC 815 requires we assess the fair market value of derivative liability at the end of each reporting period and recognize any change in the fair market value as other income or expense item.

The Company determined our derivative liabilities to be a Level 3 fair value measurement and used the Black-Scholes pricing model to calculate the fair value as of September 30, 2019. The Black-Scholes model requires six basic data inputs: the exercise or strike price, time to expiration, the risk-free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate. Changes to these inputs could produce a significantly higher or lower fair value measurement. The fair value of each convertible note is estimated using the Black-Scholes valuation model.

10

For the nine months ended September 30, 2019 and year ended December 31, 2018, the estimated fair values of the liabilities measured on a recurring basis are as follows:

	Nine Months Ended		Year ended
	September 30,		December 31,
	2019		2018
Expected term	0.47 - 1.43 years		1.22 - 2.01 years
Expected average volatility	229% - 320%		265% - 309%
Expected dividend yield		-		-
Risk-free interest rate	1.75% - 2.40%		2.27% - 2.88%

The following table summarizes the changes in the derivative liabilities during the nine months ended September 30, 2019.

Fair Value Measurements Using Significant Observable Inputs (Level 3)
Balance - December 31, 2018	$	662,038
Gain on change in fair value of the derivative		(155,080	)
Balance - September 30, 2019	$	506,958

The aggregate (gain) loss on derivatives during the nine months ended September 30, 2019 and 2018 was as follows;

	Nine Months Ended
	September 30,
	2019			2018
Day one loss due to derivative liabilities on convertible notes	$	-		$	404,339
(Gain) loss on change in fair value of the derivative liabilities		(155,080	)		3,560
	$	(155,080	)	$	407,899

9. STOCKHOLDERS’ EQUITY

Preferred Stock

The Company is authorized to issue 5,000,000 shares of $.0001 par value preferred stock. As of September 30, 2019, and December 31, 2018, no shares of preferred stock had been issued.

Common Stock

The Company is authorized to issue 100,000,000 shares of $.0001 par value common stock.

During the nine months ended September 30, 2019, the Company recorded 171,972 common stock issuable valued at $21,000 based on an employment agreement – related party transaction.

As of August 12, 2019, the Company issued 480,210 restricted common stock to Dr. Edward Jacobs as his compensation from August 1, 2018 to June 30, 2019.

As of September 30, 2019, and December 31, 2018, there were 18,829,109 and 18,371,671 shares of the Company’s common stock issued and outstanding, respectively. In addition, as of September 30, 2019 and December 31, 2018, there were 252,730 shares and 275,502 shares of the Company’s common stock issuable, respectively.

11

Warrant

During the year ended December 31, 2018, the Company entered into an agreement with consultant to provide the Company with consulting services in exchange for 2-year warrant to purchase 200,000 shares of common stock with an exercise price of $0.1 per share. The Company recognized a warrant expense of $52,365, as stock-based compensation and additional paid-in capital. The Company determined that the warrants qualify for derivative accounting as a result of the related issuance of the convertible note on in April 2018, which led to no explicit limit to the number of shares to be delivered upon future settlement of the conversion options (see Note 8).

The following table summarizes information relating to outstanding and exercisable stock options as of September 30, 2019:

Warrants Outstanding						Warrants Exercisable
Number of		Contractual life				Number of
Shares		(in years)		Exercise Price		Shares		Exercise Price
	200,000		0.47	$	0.10		200,000	$	0.10

As of September 30, 2019, the aggregate intrinsic value of warrants outstanding was approximately $480 based on the closing market price of $0.1024 on September 30, 2019.

10. COMMITMENT

On March 30, 2018, the Company entered into a rental agreement with Ridge II Properties for the corporate office. Monthly rent is $1,000. The term of the lease is one year, beginning April 1, 2018 to March 30, 2019. Our office lease meets the definition of a short-term lease because the lease term is 12 months or less. Consequently, consistent with Company’s accounting policy election, the Company does not recognize the right-of-use asset and the lease liability arising from this lease. During the nine months ended September 30, 2019, the Company incurred rent expense of $3,000.

In September 2019, the Company entered into an employment agreement and approved a base compensation of $5,000 per month and 250,000 shares valued at $26,375 to be issued on August 31, 2020. As of September 30, 2019, the Company recorded $5,000 as accrued liabilities and stock-based compensation of $2,198 for the nine months ended September 30, 2019.

11. SUBSEQUENT EVENT

On October 1, 2019, Ronald T. Lambrecht joined the Company as its Chief Financial Officer. At the same time, he also assumed the position of Chief Financial Officer of the Company’s majority owned subsidiary, LiveStock Impact, Inc. Dr. Edward E. Jacobs, Jr and Robert W Ellis joined the Board of LiveStock Impact, Inc.

On October 25, 2019, the Company issued note payable of $40,500 to a third party with an interest at the rate of ten percent (10%) per annum. The note is for the term of 12 months.

In October, the Company also started a survey on a Pain Relief supplement under the BioAdaptives label to prepare for the product launch at the end of the year.

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

FORWARD LOOKING STATEMENTS

This quarterly 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.

General Overview

We were incorporated under the laws of the State of Delaware on April 19, 2013 under the name APEX 8. On May 3, 2013, we filed a registration statement on Form 10 to register with the U.S. Securities and Exchange Commission as a public company. We were originally organized as a vehicle to investigate and, if such investigation warranted, acquire a target company or business seeking the perceived advantages of being a publicly held corporation.

On June 21, 2013, our former sole officer and director, entered into a Share Purchase Agreement pursuant to which he sold an aggregate of 10,000,000 shares of his shares of the Company's common stock to Ferris Holding, Inc. at a purchase price of $40,000. In the aggregate, these shares represented 100% of the Company's issued and outstanding common stock. Effective upon the closing of the Share Purchase Agreement, our former sole officer and director owned no shares of the Company's stock.

Additionally, on June 21, 2013, the Company accepted the resignations of our former sole officer and director as the Company's President, Chief Executive Officer, Chief Financial Officer, Secretary and Chairman of the Board of Directors. These resignations were in connection with the consummation of the Share Purchase Agreement with Ferris Holding, Inc., and were not the result of any disagreement with the Company on any matter relating to the Company's operations, policies, or practices. Effective as of the same date, to fill the vacancies created by our former sole officer and director's resignations, the Company elected and appointed Barry K. Epling as Chairman of the Board of Directors, and Gerald A. Epling, as President, Chief Executive Officer, Secretary, Chief Financial Officer and Member of the Board of Directors of the Company.

Subsequently, on September 24, 2013, the Board of Directors and Majority Stockholder of the Company approved an amendment to the Company's Certificate of Incorporation to change the name of the Company from APEX 8 Inc. to BioAdaptives, Inc. On September 25, 2013, the Company filed a Certificate of Amendment to the Certificate of Incorporation with the Secretary of State of the State of Delaware to change the name of the Company to BioAdaptives, Inc.

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On July 14, 2014, the Company announced changes in its management. Gerald A. Epling, who had been serving as the Company's Chief Executive Officer, Chief Financial Officer and a Director, resigned from all positions. His resignation was in connection to pursue other interests and was not the result of any disagreement with the Company on any matter relating to the Company's operations or practices. On that same day, the Company elected Barry Epling, who also serves as Chief Executive Officer, President and Director of Ferris Holding (FHI) to the positions vacated by Gerald Epling. As of the date of the event, FHI was the Company's controlling stockholder.

On February 6, 2015, the Company announced changes in its management. Barry Epling, who had been serving as the Company's President, Chief Executive Officer, Chief Financial Officer, and Secretary, resigned from his positions. He remained the Company's Chairman of the Board of Directors. His resignation was in connection to pursue other interests and was not the result of any disagreement with the Company on any matter relating to the Company's operations or practices. On that same day, the Company elected Christopher G. Hall, as its President, Chief Executive Officer, Chief Financial Officer and Secretary. As of the date of the event, FHI was the Company's controlling stockholder. On October 2, 2017 Barry Epling resigned as Chairman of the Board of Directors. At the same time, Ferris Holding, Inc where Barry Epling is the sole stockholder, gifted 9,628.568 shares of BioAdaptives, Inc to a 501 (C) 3 Breath of Life Foundation. As of June 30, 2019 , this share amount represented 51.84% of the Company’s shares issued and outstanding. Subsequently, Breath of Life Foundation assigned the irrevocable voting rights of its shareholding in BioAdaptives to the Board of Directors of BioAdaptives, Inc. As of this date of the event, FHI was no longer the Company’s controlling stockholder.

Christopher G. Hall also resigned on October 2, 2017 as its President, Chief Executive Officer. Chief Financial Officer and Secretary. However, He remains on the Advisory Board of the Company.

On the same day, October 2, 2017, Kim Southworth and Edward E Jacobs, Jr MD were appointed to the Board of Directors. Kim Southworth was also appointed Chief Executive Officer and Edward E Jacobs was appointed Chief Financial officer, Secretary and Scientific Director of the Company.

On May 15, 2018 James E Rouse was appointed to the Board and assumed the position of President of the Company.

On July 6, 2018 Kim Southworth resigned from the Company. On the same day, Edward E Jacobs Jr. MD was appointed Chief Executive Officer in addition to his existing responsibilities.

On September 10, 2018 James Rouse resigned from the Board and also his position as President of the Company. His business remained until September 25, 2018 as a consultant to the Company. Since then, Edward E Jacobs, Jr MD has been the Company's sole Director, Chief Executive Officer, President, Secretary and Chief Financial Officer.

On May 10, 2019 the Company filed a Form 10-12(g) to return to a fully reporting entity. The Company received confirmation from Security Exchange Commission on August 1, 2019 that there were no further questions on this application.

On September 1, 2019, Robert W, Ellis joined the Company as its President, while Dr. Edward E. Jacobs, Jr remained the Chief Executive Officer and Chief Scientific Director.

The Company also announced on September 18, 2019, the formation of a majority owned subsidiary, LiveStock Impact, Inc, concentrating in BioAdaptives’ animal business: supplying supplement feed to both livestock and companion animals. This subsidiary is managed by BioAdaptives’ long time consultant, Bruce Colclasure. LiveStock Impact, Inc will be active from the last quarter.

An 8K was filed on September 24, 2019 outlining all the changes and details.

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Our Current Business

BioAdaptives, Inc is a research, development and educational Company. Our current focus is on products that improve health and wellness for both human and animal. These products include dietary supplements, specialty food items and proprietary methods of optimizing the bioelectromagnetic availability of foods and beverages. Our base of intellectual property and products, which are patent pending solutions in the form of devices and nutraceuticals, are designed to aid in memory, cognition, focus, fatigue reduction, management and balance of gut and weight, improve overall emotional and physical wellness, pain relief, assisting sleep, healing and anti-aging. The Company’s strategy is to develop a position as a leader in supplying science-based, quality nutraceutical products to an aging population within developed countries such as the United States, Canada APAC countries such as China, Japan, Korea, Singapore, Taiwan, Australia and New Zealand, as well as both Western and Eastern Europe, while continuing to create new and innovative health-inspired products to start generating growth in sales and profitability. Some of the products have proven to be as effective or even more effective on horses and dogs than on humans. This has caused the Company to expand the target markets to include companion animals.

Create market share in the rapidly growing aging population demographic. The Company's strategy is to create its share in this demographic within developed countries by (i) emphasizing the benefits of its proprietary nutraceutical and Agronifier™ products and technology as well as creating additional products, and (ii) utilizing its marketing division to act as its sales and distribution arm to seek additional channels for sales coverage.

Focus on the aging population of developed countries. The Company believes that the population growth in the aged population demographic presents a unique opportunity. The World Health Organization has stated that the population growth for those 60 years and older will more than double from 11% to over 22% between 2000 and 2050, with the absolute number of people aged 60 and over expected to increase from 605 million to 2 billion within the same period. The Company also recognizes the rising buying power and interests of the Millennials in wellness products and their choice of communication medium being social media and internet, it intends to set up a section to anticipate growth in this area.

Make strategic acquisitions and diversify with subsidiary companies. The Company plans to capitalize on the significant opportunities for consolidation available in the nutraceutical industry. The Company anticipates that it will seek acquisitions that serve to expand the Company's product brands, broaden its product offerings or facilitate entry into complementary distribution channels. The Company, after studying the full spectrum hemp markets in its supplement food possibilities, announced on September 24, 2019, the formation of a division to engage in hemp products, Tizhemp. Such products in the forms of topicals, tea and powder will be available the last quarter of 2019.

Continue to develop new products and product extensions. The Company seeks to continue to develop and commercialize nutraceutical products and through this effort intends to develop new and innovative products. During 2014, Ferris Holding, Inc., a Nevada corporation ("Ferris"), rebranded NutraLoad® and Bliss in A Bottle™, to PrimiCell® and PrimiLive® in an effort to keep a more consistent product naming convention going forward, and pursuant to the Product Agreement with Ferris, the Company continues to have the right to develop, market, and sell these products. Additionally, two new products Canine Regen® and Equine Regen® Plus were tested extensively in the United States, Australia, Singapore, and Europe. The results of both products have been favorable. The Equine product comes with a higher cost, however, very cost- effective when it is used by trainers and owners of performance horses. Thoroughbreds, polo ponies, cutting horses, barrel- racers and other competition horses have shown significant improvement in hooves, coat, mane, strength, speed, endurance, recovery, responsiveness, and several other areas which overall improvements has been attributed to the increase in stem cells in horses. The canine product has also been found to be a cost-effective introduction for dogs, in particular, geriatric dogs.

Capitalize on strong international growth. The Company believes that international sales represent a significant growth opportunity as aging population growth outside North America exceeds 1 billion people. The Company plans to aggressively pursue international sales by adding additional salespeople within its marketing effort, developing a network in high growth regions, and continuing its efforts to register products and trademarks in attractive foreign markets.

We can make no assurances that we will find commercial success in any of our products. We plan to rely upon our sales and licensing of our licensed Agronifier technology and direct and indirect sales of the Primi line and Regen animal products for revenues, neither of which have produced any significant revenue since our inception. We are a new company and thus have very limited experience in sales expectations and forecasting.

Results of Operations

Three and Nine Months Ended September 30, 2019 and 2018

We had a net loss of $142,331 for the nine-month period ended September 30, 2019, which was $928,141 less than the net loss of $1,070,472 for the nine-month period ended September 30, 2018. The change in our results over the two periods is primarily in a slight revenue generated and a considerable decrease in operating expenses and other expenses.

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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, 2019 and 2018:

	Changes Between Three Month Periods Ended
	September 30
	2019			2018			Changes
Revenue	$	2,076		$	-			2,076
Cost of Sales		435			-			435
Operation Expenses		46,880			213,269			(166,389	)
Other income (expenses)		(9,666	)		(435,329	)		425,663
Net Income (loss)		(54,905	)		(648,598	)		593,693

The following table summarizes key items of comparison and their related increase (decrease) for the nine-month periods ended September 30, 2019 and 2018:

	Changes Between Nine Month Periods Ended
	September 30
	2019			2018			Changes
Revenue	$	8,779		$	-			8,779
Cost of Sales		2,259			-			2,259
Operation Expenses		155,495			480,115			(324,620	)
Other income (expenses)		6,644			(590,357	)		597,001
Net Income (loss)		(142,331	)		(1,070,472	)		928,141

Revenue

We earned revenues of $2,076 and $8,779 for the three and nine months ended September 30, 2019 and 2018.

Operating Expenses

The following table summarizes our operating expenses for the three- and nine-month periods ended September 30, 2019 and 2018

	Changes Between Three Month Periods Ended
	September 30
	2019		2018		Changes
General Administration	$	16,808	$	66,465		(49.657	)
Professional Fees		6,874		61,534		(54,660	)
Stock Based Compensation		23,198		85,270		(62,072	)
Total		46,880		213,269		(166,398	)

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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 and in 2018, the professional fees reflect the cost of catching up with unaudited accounting which was no longer the case in 2019.

	Changes Between Six Month Periods Ended
	September 30
	2019		2018		Changes
General Administration	$	41,167	$	135,236		(94,069	)
Professional Fees		49,130		165,094		(115,964	)
Stock based compensation		65,198		179,785		(114,587	)
Total		155,495		480,115		(324,620	)

Our general and administrative expenses decreased in the three and nine months ended September 30, 2019 due to a change in management and its cost saving directions, as well as a decrease in travelling and promotion expenses. In consolidating responsibilities and working with less consultants, we reduced the stock-based compensation. Having completed bulk of the catchup accounting and auditing work, we have also reduced our outside professionals support for our accounting and auditing process, which has resulted in a decrease in Professional Fees, in the three and nine months ended September 30, 2019, compared to the three and nine months ended September 30, 2018.

Other income (expense)

The Company recorded interest expense of $9,666 and $435,329 for the three months ended September 30, 2019 and 2018 and $6,644 and $407.889 for the nine months ended September 30, 2019 and 2018, respectively.

Net loss

As a result of our operating expenses the Company reported a net loss of $54,905 and $648,598 for the three months ended September 30, 2019 and 2018 and $142,331 and $1,070,472 for the nine months ended September 30, 2019 and 2018 respectively.

Comprehensive income (loss)

The Company reported an unrealized loss on marketable securities of $402 and $1,174 for the three months ended September 30, 2019 and 2018 and an unrealized loss on marketable securities of $2,686 and $20 for the nine months ended September e, 2019 and 2018 respectively.

Liquidity and Capital Resources

Our balance sheet as of September 30, 2019 reflects current assets of $14,419. We had cash in the amount of $155 and working capital deficiency in the amount of $770,874 as of September 30, 2019.

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Working Capital (Deficiency)
	September			December
		30,2019			31,2018		Change
Current Assets	$	14,419		$	110,059			(95,640	)
Current Liabilities	$	782,293		$	715,989			69,304
Working Capital (Deficiency)	$	(770,874	)	$	(605,930	)		(164,944	)

Cash Flows
	Nine Months Ended
	September 30,
	2019			2018			Change
Cash provided by (used in) Operating Activities	$	(91,720	)	$	(317,631	)	$	225,911
Cash provided in Investing Activities	$	-			32,000			(32,000	)
Cash provided by (used in) Financing Activities	$	35,660			376,000			(340,340	)
Net Increase (Decrease) In Cash During Period		(56,060	)		90,369			(146,429	)

Net cash used by operating activities during the nine months ended September 30, 2019 was $91,720, a decrease of $225,911 from the $317,631 net cash used in operating activities during the nine months ended September 30, 2018

Cash Flows from Financing Activities

Net cash provided by financing activities during the nine months ended September 30, 2019 was $35,660, a decrease of $340,340 from the $376,000 net cash provided in financing activities during the nine months ended September 30, 2018.

As of September 30, 2019, 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, 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.

Going Concern

At September 30, 2019, we had $155 of cash on-hand and an accumulated deficit of $4,662,321, and as noted throughout this report and our financial statements and notes thereto, our independent auditors have expressed their substantial doubt as to our ability to continue as a going concern as of September 30, 2019. We anticipate incurring significant losses in the future. We do not have an established source of revenue sufficient to cover our operating costs. 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. If we are unable to reverse our losses, we will have to discontinue operations.

The financial statements included in this quarterly report have been prepared assuming that we will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business.

Management's plans include the raising of capital through the equity markets to fund future operations, seeking additional acquisitions, and generating of 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.

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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 a 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, June 30, 2019. This evaluation was carried out under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial 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.

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Based upon that evaluation, including our Chief Executive Officer and Chief Financial 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 June 30, 2016, 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 June 30, 2016, 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 USGAAP 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, 2019: (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.

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.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings

We know of no pending legal proceedings to which we are a party which are material or potentially material, 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. We do not believe that the ultimate disposition of any of these matters will have a material adverse effect on our consolidated financial position, results of operations or liquidity.

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

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

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Item 6. Exhibits

31.1	Section 302 Certification by the Principal Executive Officer
31.2	Section 302 Certification by the Principal Financial Officer
32.1	Section 906 Certification by the Principal Executive Officer
32.2	Section 906 Certification by the Principal Financial Officer

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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.

		BioAdaptives Inc.
	(Registrant)
Dated: November 6, 2019		/s/ Edward E.Jacobs, Jr
		Edward E. Jacobs, Jr
		Chief Executive Officer, Secretary
		(Principal Executive Officer )
		/s/ Robert W. Ellis
		Robert W. Ellis
		President, Chief Financial Officer,
		(Principal Financial Officer)

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