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 investigates, markets and distributes natural plant- and algal-based products that improve health and wellness for humans and animals, with an emphasis on pain relief and anti-aging properties. The Company's current products include dietary supplements using natural ingredients and proprietary methods of optimizing the availability of nutrients in foods and beverages. The human products are designed to aid memory, cognition and focus; assist in sleep and fatigue reduction; provide pain relief and healing; and improve overall emotional and physical wellness. The science behind our human products has proven to be effective for performance enhancement and pain relief for horses and dogs as well as providing improvements in appearance.






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Our current product line includes PrimiCell®, PluriPain®, and PrimiLungs™ for humans and Canine Regen® and Equine Regen® Plus for dogs and horses. We also market an Equine All-in-One formulation evolved from Equine Regen® to trainers, horse owners and boarding stables. All of these products are sold under licensing and manufacturing agreements. While we continue to investigate and acquire nutraceutical products for humans and animals, all of our current activities are reliant on marketing and distributing products developed and owned by others. We do not own the formulations for our key products and manufacture and market them under an agreement with the developer that requires payment of a royalty and license agreement.

We are reliant on direct and indirect sales of the Primi and Pluri lines for human and Regen and the All In One animal products for revenues, neither of which have produced any significant revenue yet. We are a new company and thus have very limited experience in order to develop reliable sales expectations and forecasting.





Market and Marketing

We market our science-based, quality nutraceuticals to a broad base of the population in the U.S., and are exploring marketing prospects in Asia, Australasia, the Middle East, and Europe. The Company's current target markets also include equine and canine companion animals and equine competitors in the U.S., Australasia and the Middle East.

We intend to utilize social media connections to create awareness about our human products' benefits in niche markets, including for geriatric populations, e-gamers and chronic pain sufferers. We also are developing affiliate marketing opportunities. We intend to create market share in our target demographic by (i) emphasizing the benefits of our proprietary algal based-all natural, stimulant free, non-GMO ingredients that combine with proven Traditional Chinese Medicine and Ayurvedic herbs into science-based formulations, (ii) investigating additional products in response to market demand and testing, and (iii) utilizing our marketing operation to act as its sales and distribution arm to seek additional channels for sales coverage.

With regard to animal products, the Company intends to employ direct sales activities relying on our associations with leading veterinarians and equine competitors. In 2020, the Company formed the Livestock Impact Division, which entered into a business relationship with Livestock Impact, Inc. and its President, Bruce Colclasure, a National Cutting Horse Association champion who owns and operates the Flying C Bar Ranch, the breeder and trainer of over 80 NCHA champion cutting horses. Mr. Colclasure uses and endorses our EquineRegen® and EquineRegen® Plus products and provides valuable feedback and testimonials regarding its function. In 2020, the Company entered into a Marketing and Licensing Agreement with the owners of these products to develop the Equine All-in-One formulation, which we market to trainers, horse owners and boarding facilities.

The Company believes that the population growth in the seasoned and geriatric demographic cohort presents a unique opportunity. The World Health Organization has stated that the 60 years and over population segment 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 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 establish a major focus to capture the anticipated growth in this sector.






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The Company believes that international sales represent a significant future growth opportunity as aging population growth outside North America exceeds 1 billion people. The Company plans to aggressively pursue international sales by adding salespeople to its marketing effort, including use of social media influencers, developing a network in high-growth APAC regions, and continuing its efforts to register products and trademarks in attractive foreign markets.





Manufacturing

All of the Company's 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- or algal-based and sourced worldwide from reputable suppliers who employ stringent compliance and sustainable agriculture practices.

We contract exclusively with manufacturers that utilize pharmaceutical grade facilities to assemble and package our products, all of which is subject to our inspection and approval. Fulfillment of retail internet and direct-to-reseller orders are conducted from our warehouse facilities. BioAdaptives actively investigates new products, techniques and novel applications of existing products or technology in our research. The Company's research work has centered on investigations of all-natural supplement formulations that activate primitive cells, including stem cells and their derivatives, and natural ingredients that encourage stem cell proliferation.

2. LIQUITITY AND CAPITAL RESOURCES:

Liquidity -- Financial Performance -- Three Months Ended March 31, 2021 and 2020

We had a net loss of $ 491,903 for the three-month period ended March 31, 2021, which was $253,981 more than the net loss of $237,922 for the three-month period ended March 31, 2020. 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.

The following table summarizes key items of comparison and their related increase (decrease) for the three-month periods ended March 31, 2021 and 2020:





                             2021           2020         Changes
Revenue                   $    4,518     $    4,655     $     (137 )
Cost of Sales             $    2,496     $    1,362     $    1,134
Operation Expenses        $  216,388     $  141,901     $   74,487
Other income (expenses)   $ (278,011 )   $  (99,314 )   $ (178,697 )
Net Income (loss)         $ (491,903 )   $ (237,922 )   $ (253,981 )




Revenue

Our revenues have been derived entirely from product sales.






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Cost of Sales

Our cost of sales is primarily derived from contract manufacturing expenses and shipping and handling expenses related to customer fulfillment. We also expense small amounts for marketing expenses, which includes the cost of samples or products provided for promotional purposes and website content development.





Operation Expenses

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 as well as stock-based compensation for officers, directors and consultants.





Other Income (Expense)

The Company recorded interest expense of $ 61,416 and $ $53,583 for the three months ended March 31, 2021 and 2020.





Net Loss

As a result of our operating expenses the Company reported a net loss of ($ 491,903) and $(237,922) for the three months ended March 31, 2021 and 2020.





Comprehensive Income (Loss)

The Company reported an unrealized gain on marketable securities of $2,834 and ($ 360) for the three months ended March 31,2021 and 2020.






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Capital Resources - Balance Sheet and Cash Flows

Our balance sheet as of March 31, 2021 reflects current assets of $41,293. We had cash in the amount of $24,226 as of March 31, 2021. We currently meet cash requirements by infusions of by issuance of notes to finance partners. Most of these notes have conversion features that require accounting for derivative liabilities.

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