BIOFORCE NANOSCIENCES HOLDINGS, INC. 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
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
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Business
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
Nutrition retailers, grocery stores, retail pharmacies, and online stores, like
Amazon, will be important channels for the Company's Eclipse product-lines. In
The
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
The Company on
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Transfer Agent
Our transfer agent is
Company Contact Information
Our principal executive and subsidiary offices are located at
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 DirectorRichard Kaiser Director
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
The Cost of Goods Sold for the three months ended
Gross Margins for the three months ended
Gross Profit for the three months ended
Operating expenses for three months ended
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Nine Months -
The Sales Revenue from the Company's "BioForce Eclipse" vitamin supplement for
the nine months ended
The Cost of Sales for the nine months ended
Gross Margins for the nine months ended
Gross Profit for the nine months ended
Operating expenses for nine months ended
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Net Loss:
Net loss for the three months ended
Liquidity and Capital Resources:
As 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 CEO in Mr.
Cash (Used in) Operating Activities
Net cash used in operating activities for the nine months ended
Cash Flows from Investing Activities
Net cash used in investing activities was
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Cash Provided by Financing Activities
Net cash provided by financing activities was
Critical Accounting Policies
Our financial statements and accompanying notes are prepared in accordance with
generally accepted accounting principles in
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
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.
-18-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
In addition to our authorized common stock,
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.
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