ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The
following information should be read in conjunction with our financial statements and related notes thereto included in Part I, Item
1, above.
Forward
Looking Statements
Certain
matters discussed herein are forward-looking statements. Such forward-looking statements contained in this Form 10-Q involve risks and
uncertainties, including statements as to:
● our
future strategic plans
● our
future operating results;
● our
business prospects;
● our
contractual arrangements and relationships with third parties;
● the
dependence of our future success on the general economy;
● our
possible future financing; and
● the
adequacy of our cash resources and working capital.
● the
Covid-19 Pandemic.
From
time to time, we or our representatives have made or may make forward-looking statements, orally or in writing. Such forward-looking
statements may be included in, but not limited to, press releases, oral statements made with the approval of an authorized executive
officer or in various filings made by us with the Securities and Exchange Commission. Words or phrases “will likely result”,
“are expected to”, “will continue”, “is anticipated”, “estimate”, “project or projected”,
or similar expressions are intended to identify “forward-looking statements”. Such statements are qualified in their entirety
by reference to and are accompanied by the above discussion of certain important factors that could cause actual results to differ materially
from such forward-looking statements.
Covid-19
Pandemic
Management
is currently aware of the global and domestic issues arising from the Covid-19 pandemic and the possible direct and indirect effects
on the company’s operations which could have a material adverse effect on the company’s current financial position, future results of
operations, or liquidity, because its current operations are limited. However, investors should also be aware of factors, which includes
the possibility of Covid-19 effects on operational status, could have a negative impact on the company’s prospects and the consistency
of progress in the areas of revenue generation, liquidity, and generation of capital resources, once it begins to implement its business
plan. These may include: (i) variations in revenue, (ii) possible inability to attract investors for its equity securities or otherwise
raise adequate funds from any source should the company seek to do so, (iii) increased governmental regulation or significant changes
in that regulation, (iv) increased competition, (v) unfavorable outcomes to litigation involving the company or to which the company
may become a party in the future, and (vi) a very competitive and rapidly changing operating environment.
The
risks identified here are not all inclusive. New risk factors emerge from time to time and it is not possible for management to predict
all of such risk factors, nor can it assess the impact of all such risk factors on the company’s business or the extent to which any
factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements.
Accordingly, forward-looking statements should not be relied upon as a prediction of actual results.
The
financial information set forth in the following discussion should be read with the financial statements of BioForce NanoSciences Holdings,
Inc. included elsewhere herein.
Business
BioForce
Nanosciences Holdings, Inc. (“BioForce or the “Company”) was previously in the business of manufacturing nano-particular
measurement devices and molecular printers, but due to a lack of profitability, the subsidiary of the company that owned that technology
filed for bankruptcy. That subsidiary and related technology was later bought out of bankruptcy by an unrelated third party. Subsequently,
new management came into the Company to pursue a better business model and now the Company’s mission is to become a leading provider
of natural vitamins, minerals and other nutritional supplements, powders and beverages, formulated to promote a healthier lifestyle for
active individuals in all age ranges. The Company private labels products with key distributors and manufacturing providers.
BioForce
entered into the supplement business in or about 2015. These supplements, powders and beverages offer vitamins and minerals to
complement a healthy intake of protein and carbohydrates for active individuals and participants in sports.
BioForce
recently changed its business plan and it is in the process of establishing a dynamic marketing campaign to achieve brand awareness of
its product offerings to drive business growth through sales of nutrition supplements to retailers, sporting goods retailers, supermarkets,
mass merchandisers, and online. BioForce currently markets its products through social media and telemarketing. The Company plans to
expand marketing efforts with a direct marketing and B2B (Business to Business) sales campaign, with the eventual expectation to expand
throughout the entire United States.
The
Company proactively seeks to expand its “BioForce Eclipse” nutritional powder for use into households throughout the U.S.,
and the Company will approach retail stores, including health food and sporting goods stores to create a vendor relationship. During
this phase, the Company will continue to try to advance its social media platform with direct online and targeted advertisements to health
conscience individuals.
Nutrition
retailers, grocery stores, retail pharmacies, and online stores, like Amazon, will be important channels for the Company’s Eclipse
product-lines. In The USA, there are thousands of direct outlets like grocery stores, pharmacies, hospitals, department stores, medical
clinics, surgery clinics, universities, nursing homes, prisons, and other facilities which are all targets of potential sales of the
vitamin and mineral supplemental products.
BioForce
Nanosciences Holdings, Inc. sells the BioForce Eclipse powder multivitamin and mineral supplement without non-compete and non-disclosure
agreements. The Company currently private labels the powder through a manufacturer located in Virginia. The Company has a Supplier Agreement
with this manufacturer that gives the Company non-exclusion rights to market the product. The distributor owns the rights to the
formula for this product. If the Company can source product in a more cost-effective way without diminished quality, the Company
would evaluate such opportunities when presented. Currently, the distributor who provides the private label powder provides “Consignment
Terms,” which allows us to only pay for the product when it is sold.
The
FDA has rules regarding the fitness for consumption of foods as well as vitamins and supplements sold to the public, and those laws apply
to our product. However, our product does not require pre-clearance like a drug in order to be sold into the marketplace.
The
Company in May 2020, formed a wholly-owned subsidiary, Element Acquisition Corporation, a Wyoming corporation,with unlimited common shares
authorized, par value $0.001. Element Acquisition Corporation was formed to pursue potential acquisitions in the media, entertainment,
media technology and sports sectors.
The
Company on October 15, 2020 changed the name of its wholly-owned subsidiary Element Acquisition Corporation, a Wyoming corporation, to
BioForce Nanosciences Holdings, Inc., a Wyoming corporation. Management intends to redomicile BioForce Nanosciences Holdings, Inc., a
Nevada corporation, into a Wyoming corporation using its wholly-owned BioForce Nanosciences Holdings, Inc., a Wyoming corporation as
the entity for the redomicile corporate action.
On
December 14, 2021, the Company changed the name of its wholly-owned subsidiary, BioForce Nanosciences Holdings, Inc., a Wyoming corporation,
to its new name, Element Global, Inc.
Memorandum
of Understanding (“MOU”)
June
02, 2021, Bioforce Nanosciences Holdings, Inc. entered into another Memorandum of Understanding (MOU) with Element Global, Inc. (ELGL),
a Utah Corporation. This MOU contemplates a proposed transaction between the entities that provides for BFNH to acquire all of the assets
controlled by ELGL. The closing of the transaction is subject to due diligence and the execution of a definitive agreement. As of the
date of this filing the MOU is still active.
Officer
Appointments
On
November 29, 2021, the Board of Directors (the “Board”) of BioForce Nanosciences Holdings, Inc. (the “Company”)
appointed both Mr. Steven Gagnon and Mr. John LaViolette as Co-Chief Executive Officers (Co-CEOs), effective November 30, 2021.
In addition, on November 29, 2021, the Board of Directors of BioForce Nanosciences Holdings, Inc. appointed Sasha Shapiro as President,
effective November 30, 2021. On November 29, 2021, the Board of Directors accepted the resignation of Mr. Merle Ferguson as Chief Executive
Officer and President, effective November 30, 2021. Mr. Ferguson remains Chairman of the Board of Director of BioForce Nanoscience, Inc.
There were no disagreements, no arguments, no conflicts and no disputes with the Company’s officers, directors, auditors, and other
professional service providers on his decision to step down as CEO and President.
Business
Advisory Committee
The
Company’s Business Advisory Committee (“Committee”) comprised of leading executives with extensive experience in the media,
entertainment and sports sectors. The Committee was established to oversee a strategy aimed at acquiring and investing in companies across
these industries.
The
Committee members are the following individuals:
| - | Mark Greenberg
is CEO of Element Media Group Inc., and Director of Element Global, Inc. (OTC: ELGL). He served as the Founder and Chief Executive
Officer of EPIX from 2009 to 2017 and was previously Executive Vice President for Showtime Networks, Inc., and Director of Direct Marketing
at HBO (Home Box Office). |
| - | Neil Davis
is the Chief Business Development Officer in Element Media Group. Mr. Davis is a seasoned digital executive who has created well over
$2 billion of revenue for various companies including, AOL, Blockbuster, Dish Network and Qello Media, where he served as Chief Business
Officer. He was previously CEO at Monetize, where he consulted for the media and entertainment industries. Prior to that, he was Head
of Corporate and Digital Development at Blockbuster-Dish Digital. |
| - | Stephen Scheffer
has served almost 30 years at HBO (Home Box Office) as President of Film Programming, Video and Enterprises. Mr. Scheffer was responsible
for overseeing all motion picture programming for HBO. As President of HBO Pictures, he was responsible for the financing and production
of HBO’s Silver Screen Partners and Cinema Plus theatrical movie ventures. Prior to HBO, Mr. Scheffer held executive positions
at Time Life Films, Allied Artists, Polydor Records, MGM and Columbia Pictures. |
Transfer
Agent
Our
transfer agent is Transfer Online, Inc. whose address is 512 SE Salmon Street, Portland, Oregon 97214, and telephone number (503) 227-2950.
Company
Contact Information
Our
principal executive and subsidiary offices are located at 2020 General Booth Blvd., Unit 230, Virginia Beach, VA 23454, telephone (757)
306-6090. The information to be contained in our Internet website, www.bioforceeclipse.com, shall not constitute part of this report.
Current
Directors
The
following table provides information concerning our officers and directors. All directors hold office until the next annual meeting of
stockholders or until their successors have been elected and qualified.
| |
|
| Merle
Ferguson |
Director
|
| Richard
Kaiser |
Director/CFO/Secretary |
| Steven
Gagnon |
Co-CEO |
| John
LaViolette |
Co-CEO |
| Sasha
Shapiro |
President |
Management’s
Discussion and Analysis of Financial Condition and Results of Operations
Overall
Operating Results:
Three
Months – March 31, 2023 and 2022 Statements
The
Sales Revenue from the Company’s BioForce Eclipse vitamin supplements for the three months ended March 31, 2023 and for
the three months ended March 31, 2022 were $-0-. During the three months ended March 31, 2023 and 2022 the Company received no
orders its Bioforce Eclipse supplement product.
The
Cost of Goods Sold for the three months ended March 31, 2023 and 2022 was $-0-.
Gross
Margins for the three months ended March 31, 2023 and 2022 was 0% from the sale of -0- units of the BioForce Eclipse supplement product.
Gross
Profit for the three months ended March 31, 2023 and 2022 was $-0-.
Operating
expenses for three months ended March 31, 2023 totaled $130,005 from Board of Director compensation and General and Administrative Expenses,
compared to $132,408 for the three months ended March 31, 2022. The decrease in March 31, 2023 compared to the same period ended March
31, 2022 was attributed to lower General and Administrative expenses.
Net
Loss:
Net
loss for the three months ended March 31, 2023 and 2022 were $130,005 and $132,408, respectively.
Liquidity
and Capital Resources:
As
of March 31, 2023 the Company’s assets totaled $686, which consisted of cash. Our total liabilities were $1,477,968 from accounts
payable and accrued expenses, accrued director compensation expenses and amounts due to related parties. As of March 31, 2023, the Company
had an accumulated deficit of $160,287,781 and working capital deficit $1,477,282.
As
indicated herein, we need capital for the implementation of our business plan, and we will need additional capital for continuing our
operations. We do not have sufficient revenues to pay our operating expenses at this time. Unless the company is able to raise working
capital, it is likely that the Company will either have to cease operations or substantially change its methods of operations or change
its business plan (See Note 4 in Financial Statements). For the next 12 months the Company has a written commitment from its Chairman
Mr. Merle Ferguson’s to advance funds as necessary in meeting the Company’s operating requirements.
BioForce
NanoSciences Holdings, Inc. does not expect the adoption of recently issued accounting pronouncements to have a significant impact on
the Company, or any of its subsidiaries’ operating results, financial position, or cash flow.
Cash
Provided by (Used in) Operating Activities
Net
cash used in operating activities for the three months ended March 31, 2023 and 2022 were $23,054 and $32,941, respectively. The decrease
amount was attributed from lower General and Administrative cost that were used in operational and professional service fee expenses.
Cash
Flows from Investing Activities
Net
cash used in investing activities was $-0- for both the three months ended March 31, 2023 and 2022.
Cash
Provided by Financing Activities
Net
cash provided by financing activities was $23,006 for three months ended March 31, 2023 from proceeds from Related Parties, and was $32,941
for three months ended March 31, 2022 from proceeds from Related Parties.
Off-Balance
Sheet Arrangements
We
do not have any off-balance sheet arrangements.
New
Accounting Pronouncements
BioForce
Nanosciences Holdings, Inc. does not expect the adoption of recently issued accounting pronouncements to have a significant impact on
the Company, or any of its subsidiaries’ operating results, financial position, or cash flow.
Accounting
Principals
Our
consolidated financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles in
the United States. Preparing financial statements requires management to make estimates and assumptions that impact the reported amounts
of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management’s application of accounting
policies. Critical accounting policies include revenue recognition and impairment of long-lived assets.
Revenue
Recognition
In
accordance with ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”), revenues are recognized when control
of the promised goods or services is transferred to our clients, in an amount that reflects the consideration to which we expect to be
entitled in exchange for those goods and services. To achieve this core principle, we apply the following five steps: (1) Identify
the contract with a client; (2) Identify the performance obligations in the contract; (3) Determine the transaction price; (4) Allocate
the transaction price to performance obligations in the contract; and (5) Recognize revenues when or as the company satisfies a performance
obligation.
We
adopted this ASU on January 1, 2018. Although the new revenue standard is expected to have an immaterial impact, if any, on our ongoing
net income, we did implement changes to our processes related to revenue recognition and the control activities within them.
Reverse
Stock Split
We
were authorized to issue 900,000,000 shares of our common stock, of which 15,270,588 shares were outstanding taking into account the
one-for-five (1-for-5) reverse stock split effective February 28, 2020. Our shares of common stock are held by approximately 230
stockholders of record. The number of record holders was determined from the records of our transfer agent and does not include
beneficial owners of our common stock whose shares are held in the names of various securities brokers, dealers, and registered clearing
agencies. In addition to our authorized common stock, BioForce Nanosciences Holdings, Inc. is authorized to issue 100,000,000 shares
of preferred stock, par value at $0.001 per share. Based on the amended Articles of Incorporation the Company has 10,000,000 Series ’A’
Preferred which have voting and conversion rights of 100 common shares, par value $0.001; leaving a balance of 90,000,000 “Blank
Check” Preferred. There are no Series ‘A’ Preferred shares issued or outstanding.
Going
Concern
We
have incurred net losses since our inception. We anticipate incurring additional losses before realizing growth in revenue and we will
depend on additional financing in order to meet our continuing obligations and ultimately to attain profitability. Our ability to obtain
additional financing, whether through the issuance of additional equity or through the assumption of debt, is uncertain. Accordingly,
our independent auditors’ report on our financial statements for the year ended December 31, 2022 includes an explanatory paragraph regarding
concerns about our ability to continue as a going concern, including additional information contained in the notes to our financial statements
describing the circumstances leading to this disclosure. The financial statements do not include any adjustments that might result from
the uncertainty about our ability to continue our business.
ITEM
4. CONTROLS AND PROCEDURES
Evaluation
of Disclosure Controls and Procedures
Our
management, with the participation of our Principal Executive Officer and Principal Financial Officer, evaluated the effectiveness of
our disclosure controls and procedures (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) as of the end
of the period covered by this Quarterly Report on Form 10-Q. In designing and evaluating the disclosure controls and procedures, management
recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving
the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource
constraints, and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative
to their costs.
Based
on our evaluation, our Principal Executive Officer and Principal Financial Officer, after considering the existence of material weaknesses
identified, determined that our internal control over financial reporting disclosure controls and procedures were not effective as of
March 31, 2023.
Evaluation
of Internal Control over Financial Reporting
Our
management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f)
and 15d-15(f) under the Securities Exchange Act of 1934, as amended. Our internal control over financial reporting is designed
to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with U.S. generally accepted accounting principles.
Our
internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that
in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets, (ii) provide reasonable assurance
that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting
principles, and that our receipts and expenditures are being made only in accordance with the authorization of our management and directors,
and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our
assets that could have a material effect on our financial statements.
Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of
any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions,
or that the degree of compliance with the policies or procedures may deteriorate.
Management,
including our Principal Executive Officer and Principal Financial Officer, assessed the effectiveness of our internal control over financial
reporting as of March 31, 2023. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations
of the Treadway Commission (“COSO”) in Internal Control – Integrated Framework (2013).
We
identified the following deficiencies which together constitute a material weakness in our assessment of the effectiveness of internal
control over financial reporting as of March 31, 2023.:
| - | The
Company has inadequate segregation of duties within its cash disbursement control design. |
| - | During
the period ended March 31, 2023, the Company internally performed all aspects of its financial
reporting process, including, but not limited to the underlying accounting records and the
recording of journal entries and for the preparation of financial statements. This process
was deficient, because these duties were performed often times by the same people, and therefore
a lack of review was created over the financial reporting process that might result in a
failure to detect errors in spreadsheets, calculations, or assumptions used to compile the
financial statements and related disclosures as filed with the SEC. These control deficiencies
could result in a material misstatement to our interim or annual financial statements that
would not be prevented or detected. |
It
should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance
that the objectives of the system are met. In addition, the design of any control system is based in part upon certain assumptions about
the likelihood of future events. Because of these and other inherent limitations of control system, there can be no assurance that any
design will succeed in achieving its stated goals under all potential future conditions.
This
report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial
reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to rules of
the Securities and Exchange Commission that permit us to provide only management’s report in this annual report.
We
regularly review our system of internal control over financial reporting to ensure that we maintain an effective internal control environment.
If deficiencies appear in our internal controls, management will make changes that address those deficiencies.
Changes
in Internal Control Over Financial Reporting
There
have been no changes in the Company’s internal control over financial reporting that occurred during the reporeting period ended March
31, 2023 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial
reporting.
Coronavirus
Impact (COVID-19)
Due
to the recent outbreak of the coronavirus reported in many countries worldwide, local and federal governments have issued travel advisories,
canceled large scale public events and closed schools. In addition, companies have begun to cancel conferences and travel plans and require
employees to work from home. Global financial markets have also experienced extreme volatility and disruptions to capital and credit
markets.
We
are unable to predict the impact of the coronavirus on our operations at this time. Adverse events such as health-related concerns about
working in our offices, the inability to travel, potential impact on our business partners and customers, and other matters affecting
the general work and business environment could harm our business and delay the implementation of our business strategy. The adverse
events may also adversely impact our ability to raise capital or to continue as a going concern. We continue to monitor the recent outbreak
of the coronavirus on our operations. The global economic slowdown and the other risks and uncertainties associated with the pandemic
could have a material adverse effect on our business, financial condition, results of operations and growth prospects. In addition, to
the extent the ongoing COVID-19 pandemic adversely affects the Company’s business and results of operations, it may also have the effect
of heightening many of the other risks and uncertainties which the Company faces.
