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U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2021

☐  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 000-51074

IMAGE PROVIDED BY CLIENT

BIOFORCE NANOSCIENCES HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Nevada

74-3078125

(State or Other Jurisdiction of Incorporation or Organization)

(I.R.S. Employer Identification No.)

 

2020 General Booth Blvd., Unit 230 Virginia Beach, VA

23454

(Address of Principal Executive Offices)

(Zip Code)

 

Registrant’s telephone number, including area code: 757-306-6090

 

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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. 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). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐

Accelerated filer ☐

Non-accelerated filer ☒

Smaller reporting company ☒

Emerging growth company ☐

-1-

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) 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 ☐ No ☒

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: At October 25, 2021 the registrant had outstanding 29,271,755 shares of common stock, par value $0.001 per share.

TABLE OF CONTENTS

 

PAGE

PART I

Item 1.Condensed Consolidated Unaudited Financial Statements

3

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

11

Item 3. Quantitative and Qualitative Disclosures About Market Risk

16

Item 4. Controls and Procedures

16

PART II

 

Item 1. Legal Proceedings

18

Item 1A. Risk Factors

18

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

18

Item 3. Defaults Upon Senior Securities

18

Item 4. Mining Safety Disclosures

18

Item 5. Other Information

18

Item 6. Exhibits

19

Signatures

19

 

-2-

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

BIOFORCE NANOSCIENCES HOLDINGS, INC.

 

FINANCIAL REPORTS

AT

SEPTEMBER 30, 2021

INDEX TO FINANCIAL STATEMENTS

 

Condensed Consolidated Balance Sheets at September 30, 2021- Unaudited and December 31, 2020

4

Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2021 and 2020 - Unaudited

5

Condensed Consolidated Statements of Cash Flows for the Three and Nine Months Ended September 30, 2021 and 2020 - Unaudited

6

Condensed Consolidated Statements of Stockholders' Equity for the Three and Nine Months Ended September 30, 2021 and 2020 - Unaudited

7

Notes to the Condensed Consolidated Unaudited Financial Statements

8-10

-3-

BioForce Nanosciences Holdings, Inc., and Subsidiary

CONDENSED CONSOLIDATED BALANCE SHEETS - UNAUDITED

 

September 30,

December 31,

2021

2020

ASSETS

Current Assets

Cash

$

27,305

$

39,865

Prepaid Expenses

70

-

 

Total Current Assets

27,375

39,865

 

Total Assets

$

27,375

$

39,865

 

LIABILITIES AND STOCKHOLDERS' DEFICIT

 

Current Liabilities

Accounts Payable and Accrued Expenses

$

435

$

5,090

Accrued Board of Directors Compensation

644,767

327,517

Due to Related Parties

123,335

67,166

 

Total Current Liabilities

768,537

399,773

 

Total Liabilities

768,537

399,773

 

Stockholders' Deficit

Common Stock - $0.001 Par; 900,000,000 Shares Authorized, 29,271,755 Issued and Outstanding, Respectively​​

29,272

29,272

Additional Paid-In-Capital

158,781,127

158,781,127

Accumulated Deficit

(159,551,561)

(159,170,307)

 

Total Stockholders' Deficit

(741,162)

(359,908)

 

Total Liabilities and Stockholders' Deficit

$

27,375

$

39,865

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

-4-

BioForce Nanosciences Holdings, Inc., and Subsidiary

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - UNAUDITED

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

2021

2020

2021

2020

 

Sales

$

-

$

-

$

-

$

-

 

Cost of Sales

-

-

-

-

 

Gross Profit

-

-

-

-

 

Operating Expenses

Board of Directors Compensation

105,750

106,327

317,250

158,221,190

General and Administrative

8,110

11,595

64,004

64,800

 

Total Expenses

113,860

117,922

381,254

158,285,990

 

Net Loss for the Period

$

(113,860)

$

(117,922)

$

(381,254)

$

(158,285,990)

 

Weighted Average Number of Common Shares - Basic and Diluted​​

29,271,755

15,271,756

29,271,755

15,271,521

 

Net Loss for the Period Per Common Shares - Basic and Diluted

$

(0.00)

$

(0.01)

$

(0.01)

$

(10.36)

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

-5-

BioForce Nanosciences Holdings, Inc., and Subsidiary

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED

 

For the Nine Months Ended September 30,

2021

2020

Cash Flows from Operating Activities

 

Net Loss for the Period

$

(381,254)

$

(158,285,990)

 

Non-Cash Adjustments:

Common and Preferred Stock Issued for Current Year Board of Directors Compensation​​

-

158,000,000

 

Changes in Assets and Liabilities:

Prepaid Expenses

(70)

6,000

Accounts Payable and Accrued Expenses

(4,655)

(10,248)

Accrued Board of Directors Compensation

317,250

221,190

 

Net Cash Flows Used In Operating Activities

(68,729)

(69,048)

 

Cash Flows from Investing Activities

-

-

 

Cash Flows from Financing Activities

Proceeds from Related Parties

56,169

56,018

 

Net Cash Flows Provided by Financing Activities

56,169

56,018

 

Net Change in Cash

(12,560)

(13,030)

 

Cash - Beginning of Period

39,865

52,895

 

Cash - End of Period

$

27,305

$

39,865

 

Cash Paid During the Period for:

Interest

$

-

$

-

Income Taxes

$

-

$

-

 

Supplemental Disclosures of Non Cash Investing and Financing Activities:​​

Common Stock Issued to Pay Stock Payable

$

-

$

1,339

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

-6-

BioForce Nanosciences Holdings, Inc., and Subsidiary

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020 - UNAUDITED

 

Common Stock

Preferred Stock - A

Additional

Total

$ 0.001 Par

$ 0.001 Par

Paid-In

Accumulated

Stockholders'

Shares

Amount

Shares

Amount

Capital

Deficit

Equity

 

Balance - July 1, 2020

15,271,755

$

15,272

2,000,000

$

2,000

$

158,793,127

$

(158,929,820)

$

(119,421)

 

Net Loss for the Period

-

-

-

-

-

(117,922)

(117,922)

 

Balance - September 30, 2020

15,271,755

$

15,272

2,000,000

$

2,000

$

158,793,127

$

(159,047,742)

$

(237,343)

Common Stock

Preferred Stock - A

Additional

Total

$ 0.001 Par

$ 0.001 Par

Paid-In

Accumulated

Stockholders'

Shares

Amount

Shares

Amount

Capital

Deficit

Equity

 

Balance - July 1, 2021

29,271,755

$

29,272

-

$

-

$

158,781,127

$

(159,437,701)

$

(627,302)

 

Net Loss for the Period

-

-

-

-

-

(113,860)

(113,860)

 

Balance - September 30, 2021

29,271,755

$

29,272

-

$

-

$

158,781,127

$

(159,551,561)

$

(741,162)

Common Stock

Preferred Stock - A

Additional

Total

$ 0.001 Par

$ 0.001 Par

Paid-In

Accumulated

Stockholders'

Shares

Amount

Shares

Amount

Capital

Deficit

Equity

 

Balance - January 1, 2020

15,270,588

$

15,271

-

$

-

$

793,789

$

(761,752)

$

47,308

 

Common Stock Issued for Product Payment - Stock Payable

1,167

1

-

-

1,338

-

1,339

 

Preferred Shares Issued for Services

-

-

2,000,000

2,000

157,998,000

-

158,000,000

 

Net Loss for the Period

-

-

-

-

-

(158,285,990)

(158,285,990)

 

Balance - September 30, 2020

15,271,755

$

15,272

2,000,000

$

2,000

$

158,793,127

$

(159,047,742)

$

(237,343)

Common Stock

Preferred Stock - A

Additional

Total

$ 0.001 Par

$ 0.001 Par

Paid-In

Accumulated

Stockholders'

Shares

Amount

Shares

Amount

Capital

Deficit

Equity

 

Balance - January 1, 2021

29,271,755

$

29,272

-

$

-

$

158,781,127

$

(159,170,307)

$

(359,908)

 

Net Loss for the Period

-

-

-

-

-

(381,254)

(381,254)

 

Balance - September 30, 2021

29,271,755

$

29,272

-

$

-

$

158,781,127

$

(159,551,561)

$

(741,162)

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

-7-

BIOFORCE NANOSCIENCES HOLDINGS, INC., AND SUBSIDIARY

NOTES TO THE CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS


NOTE 1 – Organization & Description of Business

The Company was incorporated in the State of Nevada on December 10, 1999 as Silver River Ventures, Inc. On February 24, 2006, the Company completed the acquisition of BioForce Nanosciences Holdings Inc. (“BioForce”), a Delaware corporation, and changed the corporate name at that time. On May 6, 2020, the Company purchased 100,000 shares of Element Acquisition Corporation for $1,000 which then became a wholly owned subsidiary. 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. The Company’s mission is to become a leading provider of vitamin, mineral and other nutritional supplements, powders and beverages, formulated to promote a healthier lifestyle for active individuals in all age ranges.

NOTE 2 – Summary of Significant Accounting Policies

Basis of Presentation

The accompanying condensed consolidated balance sheet has been derived from the December 31, 2020 audited financial statements and the unaudited condensed consolidated financial statements as of September 30, 2021 and 2020, have been prepared in accordance with generally accepted accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements, and should be read in conjunction with the audited financial statements and related footnotes included in our Annual report on Form 10-K for the year ended December 31, 2020 (the “2020 Annual Report”), filed with the Securities and Exchange Commission (the “SEC”). It is management’s opinion, however, that all material adjustments (consisting of normal recurring adjustments), have been made which are necessary for fair condensed consolidated financial statements presentation. Operating results for the three and nine months ended September 30, 2021, are not necessarily indicative of the results of operations expected for the year ending December 31, 2021.

Principles of Consolidation

The consolidated financial statements include the accounts of Bioforce Nanosciences Holdings, Inc., and its wholly owned subsidiary, Bioforce Nanosciences Holdings, Inc., a Wyoming corporation, (the “Company”). All significant inter-company balances have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Earnings (Loss) per Share

Earnings (loss) per share of common stock are computed in accordance with FASB ASC 260 “Earnings per Share”. Basic earnings (loss) per share are computed by dividing income or loss available to common shareholders by the weighted-average number of common shares outstanding for each period. Diluted earnings per share are calculated by adjusting the weighted average number of shares outstanding assuming conversion of all potentially dilutive stock options, warrants and convertible securities, if dilutive. Common stock equivalents that are anti-dilutive are excluded from both diluted weighted average number of common shares outstanding and diluted earnings (loss) per share.

-8-

BIOFORCE NANOSCIENCES HOLDINGS, INC., AND SUBSIDIARY

NOTES TO THE CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS


NOTE 2 – Summary of Significant Accounting Policies - continued

Stock-Based Compensation

We account for employee and non-employee stock-based compensation in accordance with the guidance of FASB ASC Topic 718, Compensation—Stock Compensation, which requires all share-based payments, including grants of stock options, to be recognized in the financial statements based on their fair values. The fair value of the equity instrument is charged directly to compensation expense and credited to additional paid-in capital over the period during which services are rendered.

Fair Value of Financial Instruments

The estimated fair values for financial instruments are determined at discrete points in time based on relevant market information. These estimates involve uncertainties and cannot be determined with precision. The carrying amounts of accounts payable and accrued liabilities approximate fair value given their short-term nature or effective interest rates.

Revenue Recognition

The Company implemented ASC 606, Revenue from Contracts with Customers. These included the development of new policies based on the five-step model provided in the new revenue standard, ongoing contract review requirements, and gathering of information provided for disclosures.

The Company recognizes revenue and cost of goods sold from product sales or services rendered when control of the promised goods are 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: identify the contract with the client, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to performance obligations in the contract and recognize revenues when or as the Company satisfies a performance obligation.

NOTE 3 – Recently Issued Accounting Standards

The Company has implemented all new accounting pronouncements that are in effect and is evaluating any that may impact its financial statements, including the new lease standard. The Company does not have any leases and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

NOTE 4 – Going Concern

The Company’s consolidated financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has reported recurring losses from operations and has net current liabilities and an accumulated deficit. These conditions raise substantial doubt as to the Company’s ability to continue as a going concern.

While the Company is attempting to continue operations and generate revenues, the Company’s cash position may not be significant enough to support the Company’s daily operations. Management believes that the actions presently being taken to further implement the Company’s business plan; to expand sales with a dynamic marketing campaign and generate revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to generate revenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate revenues. During the three and nine months ended September 30, 2021 due to lack of revenues the officers of the Company paid for all expenses through loans to the Company. This allowed the Company to continue as a going concern.

-9-

BIOFORCE NANOSCIENCES HOLDINGS, INC., AND SUBSIDIARY

NOTES TO THE CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS


NOTE 5 – Related Party Transactions

The Company’s Director, Secretary and Acting CFO, Richard Kaiser, is the operator of Yes International, a full-service investor relations firm. He handles duties of the Company regarding his officer capacities as the Secretary and Acting CFO, but also provides investor relations services through Yes International for the Company at no charge.

During the nine months ended September 30, 2021 and 2020, two board of directors paid expenses of the Company in the amount of $56,170 and $56,018, respectively. Due to related parties was $123,335 and $67,166 at September 30, 2021 and December 31, 2020, respectively.

NOTE 6 – Stock

Preferred Stock

Preferred stock consists of 100,000,000 shares authorized at $0.001 par value. 10,000,000 of these preferred shares have been separately allocated to Series A Preferred. Preferred stock can be converted into 100 shares of common stock, have dividend rights at 100 times common and have voting rights equal to 100 shares of common stock. At December 31, 2020 and 2019 there were -0- Series A Preferred shares issued and outstanding. On September 30, 2020, the Company issued two million shares of Series A preferred stock as compensation for their two board members. The preferred shares were valued at $158 million based on the market price of the Company’s common stock of $0.79 on the measurement date, given such preferred stock can be converted into 100 shares of common stock and has dividend and voting rights as though converted into common stock. On December 4, 2020, the two board of directors returned these 2,000,000 shares to be retired. In exchange the Company issued 14,000,000 common shares.

Common Stock

Common stock consists of 900,000,000 shares authorized at $0.001 par value. On November 25, 2019, the board of directors approved a 5 to 1 reverse split. At September 30, 2021 and December 31, 2020 there were 29,271,755 shares issued and outstanding, respectively.

During the year ended December 31, 2020, the Company issued 1,167 shares of common stock in exchange for product payment that was recorded in stock payable in the amount of $1,339 at December 31, 2019. The fair value of the shares issued was based on the market price of the Company’s common stock on the measurement date.

NOTE 7 – Risks and Uncertainties

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.

 

-10-

 

 

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.

-11-

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.

 

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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 persons were elected to the board of directors to serve until the next annual meeting or until their replacement is elected:

Merle Ferguson

Director

Richard Kaiser

Director

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Overall Operating Results:

 

Three Months – September 31,, 2021 and 2020 Statements

 

The Sales Revenue from the Company’s BioForce Eclipse vitamin supplements for the three months ended September 30, 2021 and for the three months ended September 30, 2020 were $-0- and $-0-, respectively. During the three months ended September 30, 2021 and 2021 the Company received no orders, -0- units of its Bioforce Eclipse supplement product.

 

The Cost of Goods Sold for the three months ended September 30, 2020 and 2021 was $-0- .

 

Gross Margins for the three months ended September 30, 2020 and 2021 was 0% from the sale of -0- units of the BioForce Eclipse supplement product.

 

Gross Profit for the three months ended September 30, 2020 and 2021 was $-0- .

 

Operating expenses for three months ended September 30, 2021, totaled $113,860 from Board of Director compensation and General and Administrative Expenses, compared to $117,922 for the three months ended September 30, 2020. This decrease in September 30, 2021 compared to the same period ended September 30, 2020 was attributed to lower expenses from professional services rendered.

 

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Nine Months – September 30, 2021 and 2020 Statements

 

The Sales Revenue from the Company’s “BioForce Eclipse” vitamin supplement for the nine months ended September 30, 2021 and 2020 were $-0-, Company sold no units of its Bioforce Eclipse” vitamin supplement.

 

The Cost of Sales for the nine months ended September 30, 2021 and 2020 were $-0-.

 

Gross Margins for the nine months ended September 30, 2021 and 2020 were 0% from the sale of -0- units of the “BioForce Eclipse” supplement product.

 

Gross Profit for the nine months ended September 30, 2021and 2020 were $-0-.

 

Operating expenses for nine months ended September 30, 2021, totaled $381,254 for Board of Director Compensation and General and Administrative Expenses, compared to $158,285,990 for the nine months ended September 30, 2020. This decrease during the same nine month period ended September 30, 2021 was attributed to a decrease in Board of Director fees compared to the nine months ended September 30, 2020 when preferred shares were issued and recognized for the implementation of the accounting rules for the handling of equity based compensation.

 

Net Loss:

 

Net loss for the three month ended September 30, 2021 and 2020 were $113,860 and $117,002 , respectively. Net loss for the nine month ended September 30, 2021 and 2020 were $381,254 and $158,285,990, respectively.

 

Liquidity and Capital Resources:

 

As of Septermber 30, 2021, the Company’s assets totaled $27,375, which consisted of cash and prepaid expenses. Our total liabilities were $768,537 from accounts payable and accrued expenses, accrued director compensation expenses and amounts due to related parties. As of September 30, 2021, the Company had an accumulated deficit of $159,551,561 and working capital deficit $741,162.

 

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 CEO in Mr. Merle Ferguson’s employment contract 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 nine months ended Septermber 30, 2021 and 2020 were $68,729 and $69,048, respectively. The decrease amount was attributed to General and Administrative cost that were used in operational and professional fee expenses.

 

Cash Flows from Investing Activities

 

Net cash used in investing activities was $-0- for both the nine month periods ended September 30, 2021 and 2020.

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Cash Provided by Financing Activities

 

Net cash provided by financing activities was $56,169 for nine month ended September 30, 2021 from proceeds from Related Parties, and was $56,018 for nine month ended September 30, 2020 from proceeds from Related Parties.

 

Critical Accounting Policies

 

Our 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 stock-based compensation. The Company has implemented all new accounting pronouncements that are in effect and is evaluating any that may impact its financial statements, including revenue recognition. The Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

 

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 ASC 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.  

Stock-Based Compensation

 

We account for employee and non-employee stock-based compensation in accordance with the guidance of FASB ASC Topic 718, Compensation—Stock Compensation, which requires all share-based payments, including grants of stock options, to be recognized in the financial statements based on their fair values.  The fair value of the equity instrument is charged directly to compensation expense and credited to additional paid-in capital over the period during which services are rendered. 

Recent Accounting Pronouncements 

 

The Company has implemented all new accounting pronouncements that are in effect and is evaluating any that may impact its financial statements, including revenue recognition.  The Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. 

 

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Off-Balance Sheet Arrangements

 

We do not have any off-balance sheet arrangements.

 

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(see Exhibit 3.2); 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. These conditions raise substantial doubt as to the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the uncertainty about our ability to continue our business.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Not applicable

 

ITEM 4. CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

As required by Rule 13a-15 under the Exchange Act, our management evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2021.

 

Our management, with the participation of our (principal executive officer, and our principal accounting officer), evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report.

 

Based on this evaluation, our management has concluded that, as of the end of such period, our disclosure controls and procedures were not effective to ensure that information that is required to be disclosed by us in the reports we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our president (our principal executive officer, our principal accounting officer and our principal financial officer), to allow timely decisions regarding required disclosure. The reason or these deficiencies are as follows:

 

 

1)

We have an inadequate number of personnel.

 

2)

We do not have sufficient segregation of duties within our accounting functions.

 

3)

We have insufficient written policies and procedure over our disclosures.

 

-16-

Evaluation of Internal Control over Financial Reporting

 

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 Exchange Act). Internal control over financial reporting is a process designed by, or under the supervision of, our president (our principal executive officer and our principal accounting officer and principal financial officer), to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. Internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of our company are being made only in accordance with authorizations of management and directors of our company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not provide absolute assurance that a misstatement of our financial statements would be prevented or detected.

 

Further, the evaluation of the effectiveness of internal control over financial reporting was made as of a specific date, and continued effectiveness in future periods is subject to the risks that controls may become inadequate, because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

Management has conducted, with the participation of our principal executive officer and our principal accounting officer, an evaluation of the effectiveness of our internal control over financial reporting as of September 30, 2021 in accordance with the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control — Integrated Framework. Based on this assessment, management concluded that as of September 30, 2021, our Company’s internal control over financial reporting was not effective based on present company activity. Our Company is in the process of adopting specific internal control mechanisms. Future controls, among other things, will include more checks and balances and communication strategies between the management and the board to ensure efficient and effective oversight over Company activities as well as more stringent accounting policies to track and update our financial reporting.

 

Changes in Internal Controls over Financial Reporting

 

As of the end of the period covered by this report, there have been no changes in the internal controls over financial reporting during the quarter ended September 30, 2021, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting subsequent to the date of management’s last evaluation.

 

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, some companies have canceled conferences and travel plans and are requiring 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 interfere with the pursuit of our business plan. The adverse events may also adversely impact our ability to raise capital or to continue as a going concern. We continue to monitor the 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.

 

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PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

 

At this time, there are no materials pending legal proceedings to which the Company is a party or as to which any of its property is subject, and no such proceedings are known to the Company to be threatened or contemplated against it.

 

ITEM 1A. RISK FACTORS

 

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and, as such, are not required to provide the information under this Item.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None.

ITEM 4. MINING SAFETY DISCLOSURES

 

Not applicable.

 

ITEM 5. OTHER INFORMATION.

 

None

 

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ITEM 6. EXHIBITS 

Index to Exhibits.

Exhibit No.     Description of Exhibit

3.1Certificate of Incorporation*

3.2Amended Articles of Certificate of Incorporation (previously filed at Exhibit 3.1 on DEF 14C-Definative Information Statement )*

 

3.3Bylaws (previously filed as Exhibit 3.2 on FORM 10)*

 

31.1Certification Chief Executive Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to §302 of the Sarbanes-Oxley Act of 2002.+

 

31.2Certification Chief Executive Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to §302 of the Sarbanes-Oxley Act of 2002.+

 

32.1Certification Chief Executive Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002.+

 

32.2Certification Chief Executive Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002.+ 

 

101 Interactive Financial Data XBRL Extensions.+

 

* Previously filed

+ filed herewith

SIGNATURES

 

In accordance with the requirements of the Exchange Act, the Registrant caused this Amended report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

BIOFORCE NANOSCIENCES HOLDINGS, INC.

 

 

 Dated: October 28, 2021

By:  /s/ Merle Ferguson

Merle Ferguson

Chief Executive Officer

 

 

By: /s/Richard Kaiser

Richard Kaiser

Acting Chief Financial Officer

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