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
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
elsewhere herein.
-11-
Business
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
The Company proactively seeks to expand its “BioForce Eclipse” nutritional
powder for use into households throughout the
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
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.
multivitamin and mineral supplement without non-compete and non-disclosure
agreements. The Company currently private labels the powder through a
manufacturer located in
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
Corporation
value
acquisitions in the media, entertainment, media technology and sports sectors.
The Company on
Holdings, Inc.
Nanosciences Holdings, Inc.
using its wholly-owned
corporation as the entity for the redomicile corporate action.
On
subsidiary,
new name, Element Global, Inc.
Memorandum of Understanding (“MOU”)
Memorandum of Understanding (MOU) with Element Global, Inc. (ELGL), a
Corporation
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
Nanosciences Holdings, Inc.
Mr.
30, 2021
Nanosciences Holdings, Inc.
resignation of Mr.
effective
Director
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.
-12-
Transfer Agent
Our transfer agent is
Street
Company Contact Information
Our principal executive and subsidiary offices are located at
Blvd.
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
Steve 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 –
The Sales Revenue from the Company’s BioForce Eclipse vitamin supplements for
the three months ended
2021
2022
supplement product.
The Cost of Goods Sold for the three months ended
Gross Margins for the three months ended
sale of -0- units of the BioForce Eclipse supplement product.
Gross Profit for the three months ended
Operating expenses for three months ended
to
31, 2022
expenses from professional services rendered.
-13-
Net Loss:
Net loss for the three months ended
Liquidity and Capital Resources:
As of
cash and prepaid expenses. Our total liabilities were
payable and accrued expenses, accrued director compensation expenses and amounts
due to related parties. As of
deficit of
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.
the Company’s operating requirements.
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
and 2021 were
attributed to higher amounts paid on Account Payable and Accrued Expenses.
Cash Flows from Investing Activities
Net cash used in investing activities was
ended
-14-
Cash Provided by Financing Activities
Net cash provided by financing activities was
months ended
amount was attributed to increased amounts of cash infusions by related parties
that were used in operational expenses.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements.
New Accounting Pronouncements
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
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
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
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,
Inc.
10,000,000 Series ‘A’ Preferred which have voting and conversion rights of 100
common shares, par value
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
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.
-15-
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