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.
-12-
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.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 – June 30, 2020 and 2019 Statements
The Sales Revenue from the Company’s BioForce Eclipse vitamin supplements for the three months ended
June 30, 2021and for the three months ended June 30, 2020 were $-0- and $-0-, respectively. During the three months ended
June 30, 2021 and 2020 the Company received no orders, -0- units of its Bioforce Eclipse supplement product.
The Cost of Goods Sold for the three months ended June 30, 2020 and 2021 was $-0- .
Gross Margins for the three months ended June 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 June 30, 2020 and 2021 was $-0- .
Operating expenses for three months ended June 30, 2021, totaled $122,315 from Board of Director compensation and
General and Administrative Expenses, compared to $126.710 for the three months ended June 30, 2021. This decrease in June 30, 2021 compared
to the same period ended June 30, 2020 was attributed to lower expenses from professional services rendered.
-13-
Six Months – June 30, 2021 and 2020 Statements
The Sales Revenue from the Company’s "BioForce Eclipse" vitamin supplement for the six months ended June 30,
2021 and 2020 were $-0-, Company sold no units of its Bioforce Eclipse" vitamin supplement.
The Cost of Sales for the six months ended June 30, 2021 and 2020 were $-0-.
Gross Margins for the six months ended June 30, 2021 and 2020 were 0% from the sale of -0- units of the “BioForce
Eclipse” supplement product.
Gross Profit for the six months ended June 30, 2021and 2020 were $-0-.
Operating expenses for six months ended June 30, 2021, totaled $267,395 for Board of Director Compensation and
General and Administrative Expenses, compared to $158,168,068 for the six months ended June 30, 2020. This decrease during the same six
month period ended June 30, 2021 was attributed to a decrease in Board of Director fees compared to the six months ended June 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 June 30, 2021 and 2020 were $122,315 and $126,710 , respectively. Net loss for
the six month ended June 30, 2021 and 2020 were $267,394 and $158,168,068, respectively.
Liquidity and Capital Resources:
As of June 30, 2021, the Company’s assets totaled $27,405, which consisted of cash and prepaid expenses. Our
total liabilities were $654,707 from accounts payable and accrued expenses, accrued director compensation expenses and amounts due to
related parties. As of June 30, 2021, the Company had an accumulated deficit of $159,437,701 and working capital deficit $627,302.
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.
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 six months ended June 30, 2021 and 2020 were $60,052 and $60,406,
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 six month periods ended June 30, 2021 and 2020.
-14-
Cash Provided by Financing Activities
Net cash provided by financing activities was $47,492 for six month ended June 30, 2021 from proceeds from Related
Parties, and was $47,376 for six month ended June 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.
-15-
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. 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.