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EX-32.1 - CERTIFICATION - BIOFORCE NANOSCIENCES HOLDINGS, INC.ex322.htm
EX-32.1 - CERTIFICATION - BIOFORCE NANOSCIENCES HOLDINGS, INC.ex321.htm
EX-31.2 - CERTIFICATION - BIOFORCE NANOSCIENCES HOLDINGS, INC.ex312.htm
EX-31.1 - CERTIFICATION - BIOFORCE NANOSCIENCES HOLDINGS, INC.ex311.htm
EX-10.5 - MATERIAL CONTRACT - BIOFORCE NANOSCIENCES HOLDINGS, INC.ex105.htm
EX-10.4 - MATERIAL CONTRACT - BIOFORCE NANOSCIENCES HOLDINGS, INC.ex104.htm
EX-10.3 - MATERIAL CONTRACT - BIOFORCE NANOSCIENCES HOLDINGS, INC.ex103.htm
EX-10.2 - MATERIAL CONTRACT - BIOFORCE NANOSCIENCES HOLDINGS, INC.ex102.htm
EX-10.1 - MATERIAL CONTRACT - BIOFORCE NANOSCIENCES HOLDINGS, INC.ex101.htm

U.S. SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 

FORM 10-Q

 

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

For the quarterly period ended March 31, 2020

 

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

Commission file number:  000-51074

[bfnhlogo2019001.jpg]

 

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  [X]        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  [X ]        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 [  ]

Non-accelerated filer [X]

Emerging growth company [  ]

Accelerated filer [  ]

Smaller reporting company [X]

-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  [X]

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date:   At May 1, 2020 the registrant had outstanding 15,271,755 shares of common stock, par value $0.001 per share post split one-for-five (1-for-5) reverse stock-split which became effective on February 28, 2020.

TABLE OF CONTENTS

PART I

 

 

Item 1.

Condensed Unaudited Financial Statements

3

Item 2.

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

12

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

17

Item 4.

Controls and Procedures

17

PART II

 

 

Item 1.

Legal Proceedings

19

Item 1A.

Risk Factors

19

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

19

Item 3.

Defaults Upon Senior Securities

19

Item 4.

Mining Safety Disclosures

19

Item 5.

Other Information

19

Item 6.

Exhibits

20

 

Signatures

21

 

-2-

 

 PART I – FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

BIOFORCE NANOSCIENCES HOLDINGS, INC.

FINANCIAL REPORTS

AT

MARCH 31, 2020

 

INDEX TO FINANCIAL STATEMENTS

 

Balance Sheets at March 31, 2020 (Unaudited) and December 31, 2019    

4

Statements of Operations for the Three Months Ended March 31, 2020 and 2019 - Unaudited

5

Statements of Cash Flows for the Three Months Ended March 31, 2020 and 2019 - Unaudited

6

Statements of Stockholders’ Equity for the Three Months Ended March 31, 2020 and 2019 - Unaudited
7

Notes to the Unaudited Financial Statements

8-11

 



-3-


BioForce Nanosciences Holdings, Inc.

 

BALANCE SHEETS - UNAUDITED

 

March 31,

 

December 31,

 

2020

 

2019

ASSETS

   

Current Assets

   

Cash

 $         46,865

 

 $         52,895

Prepaid Expenses

              4,500

 

              6,000

    

Total Current Assets

            51,365

 

            58,895

    

Total Assets

 $         51,365

 

 $         58,895

    
    

LIABILITIES AND STOCKHOLDERS' EQUITY

   
    

Current Liabilities

   

Accounts Payable and Accrued Expenses

 $              782

 

 $         10,248

Accrued Board of Directors Compensation

              9,690

 

                  —

Due to Related Parties

            33,604

 

                  —

Stock Payable

                  —

 

              1,339

    

Total Current Liabilities

            44,076

 

            11,587

    

Total Liabilities

            44,076

 

            11,587

    

Commitments and Contingencies (Note 8)

   
    

Stockholders' Equity

   

Preferred Stock - $0.001 Par; 90,000,000 Shares Authorized, -0- Issued

                  —

 

                  —

Preferred Stock - Series A:  $0.001 Par; 10,000,000 Shares Authorized,

   

      2,000,000 and -0- Issued and Outstanding, Respectively

              2,000

 

                  —

Common Stock - $0.001 Par; 900,000,000 Shares Authorized,  

   

      15,271,755 and 15,270,588 Issued and Outstanding, Respectively

            15,272

 

            15,271

Additional Paid-In-Capital

    158,793,127

 

          793,789

Accumulated Deficit

   (158,803,110)

 

         (761,752)

    

Total Stockholders' Equity

              7,289

 

            47,308

    

Total Liabilities and Stockholders' Equity

 $         51,365

 

 $         58,895

The accompanying notes are an integral part of these financial statements

-4-

BioForce Nanosciences Holdings, Inc.

 

STATEMENTS OF OPERATIONS - UNAUDITED

For the Three Months Ended March 31,

 

2020

 

2019

     

Sales

 

 $               —

 

 $          5,850

     

Cost of Sales

 

                  —

 

             4,160

     

Gross Profit

 

                  —

 

             1,690

     

Operating Expenses

    

Board of Directors Compensation

 

   158,009,690

 

                  —

General and Administrative

 

           31,668

 

           14,542

     

Total Expenses

 

   158,041,358

 

           14,542

     

Loss Before Income Tax Expense

 

  (158,041,358)

 

          (12,852)

     

Income Tax Expense

 

                  —

 

                  —

     

Net Loss for the Period

 

 $(158,041,358)

 

 $        (12,852)

     

Weighted Average Number of Common Shares -  Basic and Diluted

 

     15,271,047

 

15,262,406

     

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

 

 $             (10.35)

 

 $                (0.00)

The accompanying notes are an integral part of these financial statements

-5-


BioForce Nanosciences Holdings, Inc.

 

STATEMENTS OF CASH FLOWS - UNAUDITED

For the Three Months Ended March 31,

 

2020

 

2019

     

Cash Flows from Operating Activities

    
     

Net Loss for the Period

 

 $  (158,041,358)

 

 $       (12,852)

     

Non-Cash Adjustments:

    

Preferred Stock Issued for Current Year Board of Directors Compensation

 

      158,000,000

 

                 —

Changes in Assets and Liabilities:

    

Accounts Receivable

 

                     —

 

              (115)

Prepaid Expenses

 

                1,500

 

                 —

Accounts Payable and Accrued Expenses

 

               (9,466)

 

            5,532

Accrued Board of Directors Compensation

 

                9,690

 

                 —

     

Net Cash Flows Used In Operating Activities

 

             (39,634)

 

           (7,435)

     

Cash Flows from Investing Activities

 

                     —

 

                 —

     

Cash Flows from Financing Activities

    

Due to Related Parties

 

              33,604

 

                 —

Capital Contributions - Directors

 

                     —

 

          13,163

     

Net Cash Flows Provided by Financing Activities

 

              33,604

 

          13,163

     

Net Change in Cash

 

               (6,030)

 

            5,728

     

Cash - Beginning of Period

 

              52,895

 

          29,392

     

Cash - End of Period

 

 $           46,865

 

 $        35,120

     

Cash Paid During the Period for:

    

Interest

 

 $                  —

 

 $              —

Income Taxes

 

 $                  —

 

 $              —

     

Supplemental Disclosures of Non Cash Investing and Financing Activities:

 

Common Stock Issued to Pay Accounts Payable

 

 $             1,339

 

 $         4,080

The accompanying notes are an integral part of these financial statements

-6-


BioForce Nanosciences Holdings, Inc.

 

STATEMENTS OF STOCKHOLDERS' EQUITY FOR THE THREE MONTHS ENDED MARCH 31, 2020 AND 2019 - UNAUDITED

 

Common Stock

 

Preferred Stock - A

 

Additional

   

Total

 

$ 0.001 Par

 

$ 0.001 Par

 

Paid-In

 

Accumulated

 

Stockholders'

For the Three Months Ended  March 31, 2019

Shares

 

Amount

 

Shares

 

Amount

 

Capital

 

Deficit

 

Equity

              

Balance - January 1, 2019

   15,261,718

 

 $ 15,262

 

                     —

 

 $       —

 

 $        729,756

 

 $       (715,214)

 

 $         29,804

              

Capital Contributions - Directors

                —

 

          —

 

                     —

 

          —

 

             13,163

 

                   —

 

            13,163

              

Common Stock Issued for Product Payment

              925

 

            1

 

                     —

 

          —

 

              4,079

 

                   —

 

             4,080

              

Net Loss for the Period

                —

 

          —

 

                     —

 

          —

 

                   —

 

           (12,852)

 

           (12,852)

              

Balance - March 31, 2019

   15,262,643

 

 $ 15,263

 

                     —

 

 $       —

 

 $        746,998

 

 $       (728,066)

 

 $         34,195

              
 

Common Stock

 

Preferred Stock - A

 

Additional

   

Total

 

$ 0.001 Par

 

$ 0.001 Par

 

Paid-In

 

Accumulated

 

Stockholders'

For the Three Months Ended  March 31, 2020

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

 

 

 

 

 

(158,041,358)

 

(158,041,358)

              

Balance - March 31, 2020

15,271,755

 

$ 15,272

 

2,000,000

 

$   2,000

 

$  158,793,127

 

$(158,803,110)

 

$           7,289

The accompanying notes are an integral part of these financial statements


-7-

 

BIOFORCE NANOSCIENCES HOLDINGS, INC.

 

NOTES TO 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. The acquisition was made pursuant to an agreement entered into on November 30, 2005 ("Merger Agreement"), whereby we agreed to merge our newly created, wholly owned subsidiary, Silver River Acquisitions, Inc., with and into BioForce, with BioForce being the surviving entity. 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 balance sheet at March 31, 2020, has been derived from audited financial statements and the unaudited condensed financial statements as of March 31, 2020 and 2019, 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, 2019 (the “2019 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 a fair financial statements presentation. Operating results for the three months ended March 31, 2020, are not necessarily indicative of the results of operations expected for the year ending December 31, 2020.

 

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.

 

Cash

 

At March 31, 2020 and December 31, 2019, the Company’s cash consisted of the following:

 

March 31,

December 31,

 

2020

2019

   

Checking Account

$     46,260

$     52,290

Cash on Hand

605

605

   

Total Cash

$     46,865

$     52,895

-8-

 

BIOFORCE NANOSCIENCES HOLDINGS, INC.

 

NOTES TO UNAUDITED FINANCIAL STATEMENTS

 

NOTE 2 – Summary of Significant Accounting Policies - continued

 

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.

 

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

 

Beginning January 1, 2018, the Company implemented ASC 606, Revenue from Contracts with Customers.  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.  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.  

-9-

 

BIOFORCE NANOSCIENCES HOLDINGS, INC.

 

NOTES TO UNAUDITED FINANCIAL STATEMENTS

 

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 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.  As a result, there is an accumulated deficit at March 31, 2020 and December 31, 2019.

 

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.

 

NOTE 5 – Prepaid Expenses

 

Prepaid expenses consist of the following at March 31, 2020 and December 31, 2019:

 

March 31,

December 31,

 

2020

2019

   

Consulting Fees

$         4,500

$            ––

Audit Fees

––

       6,000

   

Total Prepaid Expenses

$         4,500

$      6,000

NOTE 6 – 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 three months ended March 31, 2020 and 2019, two (2) board of directors paid all expenses of the Company in the amount of $33,604 and $13,163, respectively.  Due to related parties was $33,604 at March 31, 2020.  The amount paid during the three months ended March 31, 2019 will not be reimbursed therefore, additional paid in capital was increased by $13,163 for the three months ended March 31, 2019.

 

-10-

 

BIOFORCE NANOSCIENCES HOLDINGS, INC.

 

NOTES TO UNAUDITED FINANCIAL STATEMENTS

 

NOTE 7 – 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 which 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 March 31, 2020 and December 31, 2019 there were 2,000,000 and -0- Series 'A' Preferred shares issued and outstanding, respectively. During the three months ended March 31, 2020, 2,000,000 shares were issued to two (2) of the board of directors for compensation in the amount of $158,000,000. The fair value of the shares issued was based on the market price of the Company’s common stock on the measurement date, multiplied by the conversion rate to common.

 

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.  The reverse has been retrospectively accounted for at January 1, 2019 in the statements of changes in stockholders’ equity.  At March 31, 2020 and December 31, 2019 there were 15,271,755 and 15,270,588 shares issued and outstanding, respectively.  

 

During the three months ended March 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.

 

During the three months ended March 31, 2019, the Company issued 925 shares of common stock in exchange for product payment that was recorded in accounts payable in the amount of $4,080.  The fair value of the shares issued was based on the market price of the Company’s common stock on the measurement date.

 

NOTE 8 – Commitments and Contingencies

 

The Company has no commitments and contingencies.

 

NOTE 9 – Risks and Uncertainties

 

For the three months ended March 31, 2019 the Company’s sales were with one (1) customer and amounted to $5,850.  For the three months ended March 31, 2019, the Company’s purchases were with one (1) vendor and amounted to $4,160.

 

NOTE 10 – Subsequent Events

 

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.


-11-

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.

 

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.


-12-

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.  


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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 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.bravomultinational.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 – March 31, 2020 and 2019 Statements

 

The Sales Revenue from the Company’s BioForce Eclipse vitamin supplements for the three months ended March 31, 2020 and for the three months ending March 31, 2019 were $-0- and $5,850, respectively. During the three months ended March 31, 2020 the Company received no orders, -0- units of its Bioforce Eclipse supplement product, and for the same period ending March 31, 2019 the Company received one order for 240 units of its Bioforce Eclipse supplement product.

 

The Cost of Goods Sold for the three months ended March 31, 2020 was $-0- and the Cost of Goods Sold for the three months ending March 31, 2019 was $4,160, the cost associated with the sales of its BioForce Eclipse supplement product.

 

Gross Margins for the three months ended March 31, 2020 was 0% from the sale of -0- units of the BioForce Eclipse supplement product, and during the same period in 2019 was 28.89%. The decrease for the three months ending March 31, 2020 in comparison to three month ending March 31, 2019 is contributed to no unit sales of supplement sold.

 

Gross Profit for the three months ended March 31, 2020 was $-0- and for the three months ended March 31, 2019 was $1,690.

 

Operating expenses for three months ended March 31, 2020, totaled $158,041,358 from Board of Director compensation and General and Administrative Expenses, compared to $14,542 for the three months ended March 31, 2019. This increase in March 31, 2020 compared to the same period ended March 31, 2019 was attributed to higher expenses with fees for Board of Director compensation from the cost of the issuance of convertible Preferred 'A' shares and higher fees relates to accounting and legal fees associated with the Company being a full-reporting issuer.

 

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Net Loss:

 

Net loss for the three months ended March 31, 2020 and 2019 were $158,041,358 and $12,852, respectively.

 

Liquidity and Capital Resources:

 

As of March 31, 2020, the Company’s assets totaled $51,365, which consisted of cash and prepaid expenses. Our total liabilities were $44,076 from accounts payable, accrued director compensation expenses and amounts due to related parties. As of March 31, 2020, the Company had an accumulated deficit of $158,803,110 and working capital of $7,289.

 

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 ( See Exhibit 10.01) to advance funds as necessary in meeting the Company's operating requirements.


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 Principles

 

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.

 

Cash Provided by (Used in) Operating Activities

 

Net cash used in operating activities for the three months ended March 31, 2020 and 2019 were $39,634 and $7,435, respectively. The increase amount was attributed to higher cash infusions by the Company's directors and related parties 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 three month periods ended March 31, 2020 and 2019.


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Cash Provided by (Used In) Financing Activities

 

Net cash provided by financing activities was $33,604 for the three month ended March 31, 2020, and was $13,163 for the three month ended March 31, 2019. The increase amount was attributed to cash infusions by directors and related parties that were used in operational expenses.

 

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..

 

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. 

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 231 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.

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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, 2019 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 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Not applicable

 

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, 2020.

 

Management’s Report on 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.

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Management, including our Principal Executive Officer and Principal Financial Officer, assessed the effectiveness of our internal control over financial reporting as of quarter ended March 31, 2020. In making this assessment, management used May 2013 updated criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control over Financial Reporting - Guidance for Smaller Public Companies.

 

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, 2020: 

 

- The Company has inadequate segregation of duties within its cash disbursement control design. 

 

- During the Quarter ended March 31, 2020, 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.

 

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 Quarter ended March 31, 2020 to 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.

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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

 

On February 20, 2020 the Company issued 1,072 restricted shares of common stock at $1.2495 per share based on the closing price of the Company's shares on February 20, 2020. The issuance was for product payment of the Company's "BioEclipse" Supplement and was record as stock payable in the amount of $1,339 (Adjustments to stock issuance accounts the one-for-five (1-for-5) reverse stock-split which became effective on February 28, 2020, all fractional share amounts after split round upwardly to next whole share; price per share adjusted based on the one-for-five (1-for-5) reverse split of common shares)- See Exhibit 10.6.

On March 31, 2020, Bioforce Nanosciences Holdings, Inc., (the "Company" or the "Registrant") issued in total 2,000,000 shares of its Preferred Series 'A' shares to certain officers of the company, Mr. Merle Ferguson- CEO and Mr. Richard Kaiser - CFO in accordance with their employment contracts (See Exhibits 10.1 and 10.2). The sale was a private placement pursuant to an exemption from registration provided by Section 4(2) of the Securities Act of 1933, and the issuance was not a public offering due to the limited number of persons that received the shares, and the manner of the issuances. No underwriter was involved with the sale and no commissions were paid in connection with such sale. All securities issued by the Company are deemed "restricted securities" within the meaning of that term as defined in Rule 144 of the Securities Act and have been issued pursuant to the "private placement" exemption under Section 4(2) of the Securities Act. Such transactions did not involve a public offering of securities. All purchasers in the private placement had access to information on the Company necessary to make an informed investment decision. The Company has been informed that all purchasers were able to bear the economic risk of this investment and are aware that the securities were not registered under the Securities Act, and cannot be re-offered or re-sold unless they are registered or are qualified for sale pursuant to an exemption from registration. The transfer agent and registrar of the Company will be instructed to mark "stop transfer" on its ledger regarding these shares (see Exhibit 10.4 and 10.5).

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ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None.

ITEM 4. MINING SAFETY DISCLOSURES

 

Not applicable.

ITEM 5. OTHER INFORMATION.

 

On March 16, 2020, the Company entered into a consulting agreement with Mr. Aldo Dalla-Vecchia of RSDL Enterprises to provide general consulting services to BFNH's management team. The agreement is for three month ending May 15, 2020 for a total cash consideration of $6000, $3000 per month (See Exhibit 10.3)

 

On March 31, 2020, the Board of Directors approved the employment agreement for Mr. Merle Ferguson as the Company's Chairman, CEO, and President. In consideration of the execution of the Agreement, and the performance of his obligations hereunder, as President shall receive a fee of Two Hundred Eighty Eight Dollars US ($288,000) per year for five (5) years of services rendered with a start date of March 23, 2020; payable in new common S3, S8, or restricted shares (dependent upon registration availability), cash or combination of cash and shares of BioForce Nanosciences Holdings, Inc. Further, Mr. Ferguson was issued One Million Five Hundred Thousand (1,500,000) Preferred 'A' Shares, par value $0.001, as a one time signing bonus per this employment agreement (See Exhibit 10.1).

 

On March 31, 2020, the Board of Directors approved the employment agreement of Mr. Richard Kaiser as the Company's Director, CFO, and Secretary. In consideration of the execution of the Agreement, and the performance of his obligations hereunder, as Chief Financial Officer shall receive a fee of One Hundred Thirty Five Thousand Dollars US ($135,000) per year for five (5) years of services rendered with a start date of March 25, 2020; payable in new common S3, S8, or restricted shares (dependent upon registration availability), cash or combination of cash and shares of BioForce Nanosciences Holdings, Inc. Further, Mr. Kaiser was issued Five Hundred Thousand (500,000) Preferred 'A' Shares, par value $0.001, as a one time signing bonus per this employment agreement agreement (See Exhibit 10.2).

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ITEM 6. EXHIBITS 

Index to Exhibits.

Exhibit No.     Description of Exhibit

3.1 Certificate of Incorporation*

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

 

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

 

10.1 Employment Agreement – Merle Ferguson+

 

10.2 Employment Agreement - Kaiser+

 

10.3 Consulting Contract RSDL Enterprises+

 

10.4 Subscription Agreement- Ferguson+

 

10.5 Subscription Agreement- Kaiser+

 

10.6 Supplier Agreement (Previously filed as Exhibit 10.1 Form 10/A)*

 

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

 

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

 

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

 

32.2 Certification 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

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SIGNATURES

 

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

 

BIOFORCE NANOSCIENCES HOLDINGS, INC.

 

 

 Dated: May 4, 2020

By:  /s/ Merle Ferguson

Merle Ferguson

Chief Executive Officer

 

 

By: /s/Richard Kaiser

Richard Kaiser

Acting Chief Financial Officer

 


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