BIOFORCE NANOSCIENCES HOLDINGS, INC.

BioForce Nanosciences Holdings, Inc.

Overview

BioForce Nanosciences Holdings, Inc. shifted from manufacturing nanoparticulate measurement devices and molecular printers to developing and marketing nutritional supplements, powders, and beverages under the BioForce Eclipse brand. The company aims to become a leading provider of natural vitamins, minerals, and other nutritional products for active individuals across all ages. The executive office is located in Virginia Beach, Virginia.

Business model and strategy

• Private labeling: BioForce Eclipse powder is currently private labeled through a Virginia-based manufacturer. The distributor owns the rights to the formula.
• Production and distribution: The private-label powder is produced by a named Virginia-based manufacturer. BioForce has a supplier agreement with that manufacturer that grants non-exclusion rights to market the product. The arrangement uses "Consignment Terms," under which BioForce pays for product only when it is sold.
• Marketing and sales: Initial channels include social media, telemarketing, online marketing, and private labeling. Planned expansion includes direct marketing, B2B sales campaigns, and vendor relationships with health food and sporting goods stores, gyms, mass merchandisers, supermarkets, and online platforms including Amazon. Long-term goals include nationwide expansion and increased marketing reach.
• Product expansion and packaging: The company will evaluate additional products beyond the BioForce Eclipse line based on brand alignment and market opportunities. Environmentally conscious packaging (biodegradable and recyclable containers) is part of the marketing strategy.
• Regulatory context: FDA rules apply to the products as dietary supplements and foods; these products are not FDA-approved drugs and do not require pre-clearance.

Products

• BioForce Eclipse: A private-label multivitamin/mineral supplement powder marketed under the BioForce Eclipse brand.
• Product composition: The powder contains amino acids, key vitamins, and plant-based proteins intended to support physical well-being and muscular growth for active individuals and athletes.
• Packaging and branding: Packaging and branding are handled by the private-label distributor, with options for custom labeling and packaging through the same distributor.

Target customers and channels

• Primary customers: Active individuals and athletes seeking vitamin, mineral, and protein supplementation.
• Sales channels: Direct-to-consumer digital channels, telemarketing, private labeling partnerships, retail vendor relationships, gym distribution, and e-commerce platforms.

Employees and operations

• Headcount: 3 full-time employees
  • Merle Ferguson – Chairman (previous CEO/President; stepped down as CEO but remains Chairman)
  • Richard Kaiser – CFO and Secretary
  • Steve Gagnon – Co-Chief Executive Officer
  • John LaViolette – Co-CEO (appointed November 29, 2021)
  • Sasha Shapiro – President (appointed November 29, 2021)
• Location: Executive office at 2020 General Booth Blvd. Unit 230, Virginia Beach, VA 23454. Marketing, sales, and customer support activities are managed from this office.
• Transfer Agent: Transfer Online, Inc., Portland, Oregon.

Corporate structure and history

• Formation and name changes:
  • May 2020: Formed Element Acquisition Corporation (Wyoming) to pursue acquisitions.
  • October 2020: Name changed to BioForce Nanosciences Holdings, Inc. (Wyoming).
  • December 2021: Subsidiary renamed to Element Global, Inc.
• Agreements: The filing references a Memorandum of Understanding with Element Global (ELGL) regarding a potential asset acquisition, subject to due diligence and a definitive agreement.
• Board and governance: Board members include Merle Ferguson and Richard Kaiser. As of 2021, Steve Gagnon and John LaViolette served as Co-CEOs. Merle Ferguson resigned as CEO/President effective November 30, 2021, and remains Chairman.
• Reverse stock split: December 2, 2019: a 1-for-5 reverse stock split was approved and implemented. Authorized shares remained the same; there were 10,000,000 Series A Preferred shares authorized, each with conversion rights, and none were issued or outstanding as of the filing.
• Public filings: The summary is derived from an SEC filing that includes risk factors and other standard regulatory disclosures.

Notes and market context

• The company acknowledges competition in the supplement market and the potential risk of customers switching to competitors.
• Products are not FDA-approved and are not intended as substitutes for a balanced diet.
• The company is in a growth and marketing expansion phase with a focus on establishing vendor relationships and expanding distribution channels.

Contact

• Website: www.bioforceeclipse.com
• Email: info@bioforceeclipse.com
• Mailing/office address: 2020 General Booth Blvd. Unit 230, Virginia Beach, VA 23454
• Transfer Agent: Transfer Online, Inc., Portland, Oregon