It is useless to engage with him when he targets a company like BDPT to pump. When anyone looks just at surface level public filings, it becomes clear he argues with the company itself. The company says it is in very poor shape and has significant risk. He pumps and argues to the contrary and with what the company actually says about itself. These are the actual public disclosures in the registration statement:
"Risks Related to Our Company
There is a substantial doubt about our ability to continue as a going concern. The report of our independent auditors that accompanies our consolidated financial statements includes an explanatory paragraph indicating there is a substantial doubt about our ability to continue as a going concern, citing our need for additional capital for the future planned expansion of our activities and to service our ordinary course activities (which may include servicing of indebtedness). The inclusion of a going concern explanatory paragraph in the report of our independent auditors will make it more difficult for us to secure additional financing or enter into strategic relationships on terms acceptable to us, if at all, and likely will materially and adversely affect the terms of any financing that we might obtain. Our financial statements do not include any adjustments that may result from the outcome of this uncertainty.
We have incurred significant losses in prior periods, and losses in the future could cause the quoted price of our common stock to decline or have a material adverse effect on our financial condition, our ability to pay our debts as they become due, and on our cash flows. To date, we have generated a minimal level of revenues from our operations, and we have incurred significant losses in prior periods. For the years ended December 31, 2022, and 2021, we incurred a net loss of $895,570 and $1,049,948, respectively, and, as of such dates, we had an accumulated deficit of $7,551,679 and $6,656,109, respectively.
Additionally, we had net cash used in operating activities of $227,259 and $158,651 for the years ended December 31, 2022 and 2021, respectively. At December 31, 2022, we had a working capital deficit of $1,454,491and a shareholders’ deficit of $1,451501 At December 31, 2021, we had a working capital deficit of $1,152,748 and a shareholders’ deficit of $1,093,039.. Any losses in the future could cause the quoted price of our common stock to decline or have a material adverse effect on our financial condition, our ability to pay our debts as they become due, and on our cash flows.
On December 31, 2022, and as of the date of this Offering Circular, we do not have sufficient cash resources or current assets to pay our obligations. This circumstance represents a significant risk to our business and shareholders and results in: (a) making it more difficult for us to satisfy our obligations; (2) impeding us from obtaining additional financing in the future for working capital, capital expenditures and general corporate purposes; and (3) making us more vulnerable to a downturn in our business and limits our flexibility to plan for, or react to, changes in our business.
Our cash expenses are large relative to our cash resources and cash flow. On December 31, 2022, we had $25,405 of cash resources and continue to have limited cash resources available to us. Consequently, we have been required either to sell new shares of our common stock or convertible promissory notes to raise the cash necessary to pay ongoing expenses and to make new investments, which actions could lead to continuing dilution in the interest of our existing shareholders.
We will require additional capital to fund our operations and if we do not obtain additional capital, we may be required to substantially limit our operations. Our business does not presently generate the cash needed to finance our current and anticipated operations and we need to obtain additional financing, including from this offering, to finance our operations, until such time that we are able to conduct profitable revenue-generating activities."
Here are additional very publicly disclosed risk factors:
"There are risks and uncertainties encountered by under-capitalized companies. As an under-capitalized company, we are unable to offer assurance that we will be able to overcome our lack of capital, among other challenges.
We may never earn a profit in future financial periods. Because we lack a successful operating history, we are unable to offer assurance that we will ever earn a profit in future financial periods.
If we are unable to manage future expansion effectively, our business may be adversely impacted. In the future, we may experience rapid growth in our operations, which could place a significant strain on our company’s infrastructure, in general, and our internal controls and other managerial, operating and financial resources, in particular. If we are unable to manage future expansion effectively, our business would be harmed. There is, of course, no assurance that we will enjoy rapid development in our business.
We currently depend on the efforts of our Chief Executive Officer; the loss of this executive officer could disrupt our operations and adversely affect the further development of our business. Our success in establishing implementing our business strategies will depend, primarily, on the continued service of our Chief Executive Officer, Edward E. Jacobs, Jr., MD. The loss of service of Dr. Jacobs, for any reason, could seriously impair our ability to execute our business plan, which could have a materially adverse effect on our business and future results of operations. We have entered into an employment agreement with Dr. Jacobs. (See “Executive Compensation —Employment Agreements”. We have not purchased any key-man life insurance.
Our limited operating history makes it difficult for you to evaluate our prospects and future performance. Our business operations have only a limited history upon which an evaluation of our prospects and future performance can be made. Our company’s operations are subject to all business risks associated with development stage enterprises. The likelihood of our company’s success must be considered in light of the problems, expenses, difficulties, complications and delays frequently encountered in connection with the establishment and expansion of a business, operation in a competitive industry and the continued development of advertising and promotions strategies. We believe it is likely that we will continue to sustain losses throughout the next twelve months. We cannot assure you that we will ever operate profitably.
We may seek capital that may result in shareholder dilution or that may have rights senior to those of our common stock, including the Offered Shares. From time to time, we may seek to obtain additional capital, either through equity, equity-linked or debt securities. The decision to obtain additional capital will depend on, among other factors, our business plans, operating performance and condition of the capital markets. If we raise additional funds through the issuance of equity, equity-linked or debt securities, those securities may have rights, preferences or privileges senior to the rights of our common stock, which could negatively affect the market price of our common stock or cause our shareholders to experience dilution. (See “Dilution—Investment Dilution”).
We have approximately $388,500 in currently convertible debt instruments, the existence and/or conversion of which could cause a reduction in the market price for our common stock. As of the date of this Offering Circular, we have approximately $388,500 in currently convertible debt instruments, the conversion terms of which require share issuances at below-market prices. All such shares constitute an overhang on the market for our common stock and, if and when issued, will be issued without transfer restrictions, pursuant to certain exemptions from registration, and could reduce prevailing market prices for our common stock. Also, in the future, we may also issue securities in connection with our obtaining needed capital or an acquisition transaction. The amount of shares of our common stock issued in connection with any such transaction could constitute a material portion of our then-outstanding shares of common stock.
You will suffer dilution in the net tangible book value of the Offered Shares you purchase in this offering. If you acquire any Offered Shares, you will suffer immediate dilution, due to the lower book value per share of our common stock compared to the purchase price of the Offered Shares in this offering. (See “Dilution”).
Future issuances of debt securities and equity securities could negatively affect the market price of shares of our common stock and, in the case of equity securities, may be dilutive to existing shareholders. In the future, we may issue debt or equity securities or incur other financial obligations, including stock dividends. Upon liquidation, it is possible that holders of our debt securities and other loans and preferred stock would receive a distribution of our available assets before common shareholders. We are not required to offer any such additional debt or equity securities to existing shareholders on a preemptive basis. Therefore, additional common stock issuances, directly or through convertible or exchangeable securities, warrants or options, would dilute the holdings of our existing common shareholders and such issuances, or the perception of such issuances, could reduce the market price of shares of our common stock."
This is exactly what the company says about the equine business and its marketing efforts:
"With regard to animal products, the Company’s Livestock Impact Division under the direction its President, Bruce Colclasure, a National Cutting Horse Association champion, who owns and operates the Flying C Bar Ranch in Oklahoma and a breeder and trainer of over 80 NCHA champion cutting horses, continues to explore new opportunities in this emerging market. Mr. Colclasure uses and endorses our Equine All-in-One™ and derivative booster products providing valuable feedback and testimonials regarding their benefits. In addition, a high-performance special formulation of our All-in-One product continues to be marketed with exceptional results. We expect to expand the outreach in 2023. [This is the definitive statement that LiveStock Impact is and will continue to be a wholly-owned subsidiary on the books of BioAdaptives. There is ZERO plan to completely divest (or spinoff) LiveStock as a completely separate company with its own separate stock. ZERO!!!!!]
In light of the failures of our past social media campaigns, we recommenced a social media effort 2023 with better response. The Company continues its marketing affiliate outreach program for the equine products, directly contacting the principals of horse clubs and associations, offering discounts, samples and other inducements, seeking to develop “product champion” and “maven” relationships. We contacted principals in organizations with thousands of members and many more thousands of horses. Since the 4th Quarter 2022, we have been distributing samples and marketing materials to over 40 principals and influencers in regional and breed-specific equine associations and in anticipation of receiving feedback from these marketing initiatives in 2023. Recognizing the personal element in the equine industry, the Company appointed FCB Therapy as its exclusive marketing agent for its equine and canine products. FCB Therapy together with Dr Charles Timmamen DVM have been working with BioAdaptives in the animal research area since 2014 and are deeply familiar with its equine and canine product developments. To further develop the LiveStock Impact division, the Company incorporated this into a wholly Neveda corporation for future growth and expansion in animal supplements and botanical drugs". [Well, the company neglected to insert the words "wholly-owned" but anyone with common sense knows that was a typo. LiveStock is a division of BioAdaptives and is now registered as a Nevada corporation. It remains wholly-owned by BioAdaptives. This is the proof the concept of a "spinoff" was not technically accurate because as part of this offering, BioAdaptives very clearly discloses that LiveStock is a wholly-owned subsidiary that will continue to count on the BioAdaptives books with its marketing efforts through FCBTherapy. A true "spinoff" would not count on the BioAdaptives books and would be no concern to potential BDPT investors. This is such a simple concept.]
So, when PB posts over and over again how BDPT is a hidden gem and that its prospects are so great, and management has grand plans, just realize he is directly arguing with the company itself. The company publicly discloses it has no money, is bad at marketing, is in serious debt, is in danger of not being a going concern, and needs to issue new shares to survive. And PB ignores it all and tells folks what a great company this is and how folks can get rich buying, holding and waiting for free shares. Quite disgusting conduct.
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