BioForce Nanosciences posts $205K nine-month loss
The company reports no oil or gas production, alongside substantial doubt about its ability to continue without additional financing.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
BioForce Nanosciences Holdings, Inc. reported zero sales for the three and nine months ended September 30, 2026. Nine-month net loss was $205,410, compared with $1,174,153 a year earlier; the 2026 result included $502,373 of debt-forgiveness income. Net cash used in operating activities was $114,682, versus $54,229 in the prior-year period.
At September 30, cash was $31,696, total assets were $2,238,661, including $1,972,440 in prepaid expenses, and liabilities were $277,033. The company said recurring losses and its accumulated deficit raised substantial doubt about its ability to continue as a going concern. It also reported ineffective disclosure controls and a material weakness in internal control over financial reporting.
The company changed its business operations to oil and gas in June 2026 and received assignments for 11 Nevada federal leases covering approximately 19,957 acres. No proven reserves have been established and no pilot wells have been drilled. The company said that after the legal settlement is used up, it will have to rely on officers to pay expenses through loans.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- Moderate pointNine-month net loss: $205,410 versus $1,174,153 in 2025.
Negative
- Major pointGoing-concern disclosure cites substantial doubt as of September 30, 2026.
- Major pointMaterial weakness left internal controls ineffective as of September 30, 2026.
- Moderate pointOperating cash used was $114,682, versus $54,229 in 2025.
Filing Explained
The Texas leases add acreage, while the three-year private lease's 20% net royalty applies only if production occurs.
This Form 10-Q reports that BioForce issued 4,516,909 common shares on
Of those shares, 4,000,000 went to two advisory-board members and a legal consultant under three-year contracts; 200,000 went to Ferguson as a performance bonus, and 316,909 to Kaiser for accrued compensation.
The company also reports that the county approved the assignment of a 40.19-acre Texas lease on
Separately, on
Key Figures
Key Terms
going concern financial
prospective resources technical
held by production technical
working capital financial
material weakness financial
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What was BFNH's net loss for the first nine months of 2026?
How much revenue did BFNH report for the first nine months of 2026?
What royalty applies to BFNH's Nevada oil and gas leases?
What are the terms of BFNH's private Texas oil and gas lease?
AI-generated analysis. How Rhea-AI works. Not financial advice.
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the quarterly period ended
Commission file number:
(Exact name of registrant as specified in its charter)
Commission file number: 000-53505
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
(principal executive offices) |
(Zip Code) |
Registrant's telephone number, including area code: (
| Securities registered under Section 12(b) of the Exchange Act: | None |
| Securities registered under Section 12(g) of the Exchange Act: | Common stock, par value $0.001 per share |
| (Title of class) |
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.
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).
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 ☐ Emerging growth company |
Accelerated filer ☐ Smaller reporting company |
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 ☐
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| NONE | NONE | NONE |
State the number of shares outstanding of each of the issuer’s
classes of common equity, as of the latest practicable date: At November 06, 2026 the registrant had outstanding
-i-
TABLE OF CONTENTS
| PAGE | ||
| PART I | ||
| Item 1. | Condensed Consolidated Unaudited Financial Statements | 2 |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 12 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 18 |
| Item 4. | Controls and Procedures | 18 |
| 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 | 20 |
| Item 4. | Mining Safety Disclosures | 20 |
| Item 5. | Other Information | 20 |
| Item 6. | Exhibits | 21 |
| Signatures | 22 | |
-1-
PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
BIOFORCE NANOSCIENCES HOLDINGS, INC.
FINANCIAL REPORTS
AT
September 30, 2026
INDEX TO FINANCIAL STATEMENTS
| Condensed Consolidated Balance Sheets at September 30, 2026 Unaudited and December 31, 2025 | 3 |
| Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2026 and 2025 - Unaudited | 4 |
| Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2026 and 2025 - Unaudited | 5 |
| Condensed Consolidated Statements of Stockholders' Equity for the Three and Nine Months Ended September 30, 2026 and 2025-Unaudited | 6 |
| Notes to the Condensed Consolidated Unaudited Financial Statements | 7-11 |
-2-
BioForce Nanosciences Holdings, Inc., and Subsidiary
CONDENSED CONSOLIDATED BALANCE SHEETS - UNAUDITED
| September 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash | $ | $ | ||||||
| Prepaid Expenses | - | |||||||
| Total Current Assets | ||||||||
| Capitalized Land Leases | - | |||||||
| Total Assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | ||||||||
| Current Liabilities | ||||||||
| Accounts Payable and Accrued Expenses | $ | $ | ||||||
| Accrued Board of Directors Compensation | ||||||||
| Due to Related Parties | ||||||||
| Total Current Liabilities | ||||||||
| Total Liabilities | ||||||||
| Stockholders' Equity (Deficit) | ||||||||
| Common Stock - $ | ||||||||
| Additional Paid-In-Capital | ||||||||
| Accumulated Deficit | ( | ) | ( | ) | ||||
| Total Stockholders' Equity (Deficit) | ( | ) | ||||||
| Total Liabilities and Stockholders' Equity (Deficit) | $ | $ | ||||||
The accompanying notes are an integral part of these audited condensed consolidated financial statements.
-3-
BioForce Nanosciences Holdings, Inc., and Subsidiary
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - UNAUDITED
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Sales | $ | - | $ | - | $ | - | $ | - | ||||||||
| Cost of Sales | - | - | - | - | ||||||||||||
| Gross Profit | - | - | - | - | ||||||||||||
| Operating Expenses | ||||||||||||||||
| Board of Directors Compensation | ||||||||||||||||
| General and Administrative | ||||||||||||||||
| Total Expenses | ||||||||||||||||
| Loss from Operations Before Other Income and (Expense) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other Income and (Expense) | ||||||||||||||||
| Forgiveness of Debt | - | - | - | |||||||||||||
| Legal Settlement | - | - | - | |||||||||||||
| Loss on Liability Settlement | - | - | ( | ) | ( | ) | ||||||||||
| Total Other Income and (Expense) | - | - | ( | ) | ||||||||||||
| Net Loss for the Period | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Weighted Average Number of Common Shares - Basic and Diluted | ||||||||||||||||
| Net Loss for the Period Per Common Shares - Basic and Diluted | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
The accompanying notes are an integral part of these audited condensed consolidated financial statements.
-4-
BioForce Nanosciences Holdings, Inc., and Subsidiary
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED
| For the Nine Months Ended September 30, | 2026 | 2025 | ||||||
| Cash Flows from Operating Activities | ||||||||
| Net Loss for the Period | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss for the period to net cash | ||||||||
| used in operating activities: | ||||||||
| Board of Directors' Fees Transferred to Stock Payable | - | |||||||
| Forgiveness of Debt | ( | ) | - | |||||
| Forgiveness of Accounts Payable | ( | ) | ||||||
| Consulting Fees Paid with Common Stock | - | |||||||
| Interest Expense Paid with Common Stock | - | |||||||
| Land Lease Expense Gifted by Shareholder | - | |||||||
| Legal Fees Paid with Common Stock | - | |||||||
| Loss on Liability Settlement | ||||||||
| Changes in Assets and Liabilities: | ||||||||
| Prepaid Expenses | ( | ) | - | |||||
| Accounts Payable and Accrued Expenses | ||||||||
| Accrued Board of Directors Compensation | ||||||||
| Net Cash Flows Used In Operating Activities | ( | ) | ( | ) | ||||
| Cash Flows from Investing Activities | - | - | ||||||
| Cash Flows from Financing Activities | ||||||||
| Capital Contribution | - | |||||||
| Proceeds from Related Parties | ||||||||
| Net Cash Flows Provided by Financing Activities | ||||||||
| Net Change in Cash | ( | ) | ||||||
| Cash - Beginning of the Period | ||||||||
| Cash - End of the Period | $ | $ | ||||||
| Cash Paid During the Period for: | ||||||||
| Interest | $ | - | $ | - | ||||
| Income Taxes | $ | - | $ | - | ||||
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 STOCKHOLDERS' EQUITY (DEFICIT) FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026 AND 2025 UNAUDITED
| Common Stock | Additional | Total | ||||||||||||||||||||||
| $ 0.001 Par | Paid-In | Stock | Accumulated | Stockholders' | ||||||||||||||||||||
| Shares | Amount | Capital | Payable | Deficit | Deficit | |||||||||||||||||||
| Balance - January 1, 2025 | $ | $ | $ | - | $ | ( | ) | $ | ( | ) | ||||||||||||||
| Common Stock Issued to Satisfy Liabilities | - | - | ||||||||||||||||||||||
| Net Loss for the Period | - | - | - | - | ( | ) | ( | ) | ||||||||||||||||
| Balance - March 31, 2025 | - | ( | ) | ( | ) | |||||||||||||||||||
| Net Loss for the Period | - | - | - | - | ( | ) | ( | ) | ||||||||||||||||
| Balance - June 30, 2025 | - | ( | ) | ( | ) | |||||||||||||||||||
| Net Loss for the Period | - | - | - | - | ( | ) | ( | ) | ||||||||||||||||
| Balance - September 30, 2025 | $ | $ | $ | - | $ | ( | ) | $ | ( | ) | ||||||||||||||
| Common Stock | Additional | Total | ||||||||||||||||||||||
| $ 0.001 Par | Paid-In | Stock | Accumulated | Stockholders' | ||||||||||||||||||||
| Shares | Amount | Capital | Payable | Deficit | Deficit | |||||||||||||||||||
| Balance - January 1, 2026 | $ | $ | $ | - | $ | ( | ) | $ | ( | ) | ||||||||||||||
| Net Loss for the Period | - | - | - | - | ( | ) | ( | ) | ||||||||||||||||
| Balance - March 31, 2026 | - | ( | ) | ( | ) | |||||||||||||||||||
| Capital Contribution - Cash | - | - | - | - | ||||||||||||||||||||
| Capital Contribution - Oil & Gas Leases | - | - | - | - | ||||||||||||||||||||
| Common Stock Issued to Satisfy Due to Related Party | - | - | ||||||||||||||||||||||
| Common Stock Payable - Consulting and Legal Fees | - | - | - | - | ||||||||||||||||||||
| Common Stock Payable - Board of Directors Compensation | - | - | - | - | ||||||||||||||||||||
| Net Income for the Period | - | - | - | - | ||||||||||||||||||||
| Balance - June 30, 2026 | ( | ) | ||||||||||||||||||||||
| Common Stock Issued from Stock Payable - Consulting and Legal Fees | ( | ) | - | - | ||||||||||||||||||||
| Net Loss for the Period | - | - | - | - | ( | ) | ( | ) | ||||||||||||||||
| Balance - September 30, 2026 | $ | $ | $ | - | $ | ( | ) | $ | ||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
-6-
BIOFORCE NANOSCIENCES HOLDINGS, INC., AND SUBSIDIARY
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED 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
NOTE 2 – Summary of Significant Accounting Policies
Basis of Presentation
The accompanying condensed consolidated balance sheet has been derived from the December 31, 2025 audited financial statements and the unaudited condensed consolidated financial statements as of September 30, 2026 and 2025, 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, 2025 (the “2025 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, 2026, are not necessarily indicative of the results of operations expected for the year ending December 31, 2026.
Principles of Consolidation
The consolidated financial statements include the accounts of Bioforce Nanosciences Holdings, Inc., and its wholly owned subsidiary, Element Global, 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.
-7-
BIOFORCE NANOSCIENCES HOLDINGS, INC., AND SUBSIDIARY
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED 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 on its financial statements. 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.
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, 2026, due to the receipt of a legal settlement and funding by a shareholder, the Company was able to pay for its expenses. This allowed the Company to continue as a going concern. Once the settlement is used up in full the Company will have to rely on the officers to pay for all expenses through loans to the Company.
-8-
BIOFORCE NANOSCIENCES HOLDINGS, INC., AND SUBSIDIARY
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 5 – Related Party Transactions
The Company utilizes the services of Yes International Inc., which
is controlled by Mr. Richard Kaiser who is a member of the Board of Directors. Yes International provides all services at no cost
except for press release wire services and filing fees. For the three months ended September 30, 2026 and 2025 the Company paid press
release wire services and filing fees a total in the amount of $
During the nine months ended September 30, 2025, Mr. Merle Ferguson
was issued
During the year ended December 31, 2025, Mr. Ahamd, a shareholder,
loaned money to the Company in the amount of $
During the nine months ended September 30, 2026 and 2025, two board
of directors paid expenses of the Company in the amount of $
On May 19, 2026, the board of directors accepted the assignment and
lease transfer of eleven (11) Federal Oil and Gas lease assignments from a company related to the majority shareholder of the Company.
NOTE 6 – Stock
Preferred Stock
Preferred stock consists of
-9-
BIOFORCE NANOSCIENCES HOLDINGS, INC., AND SUBSIDIARY
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 6 – Stock - continued
Common Stock
Common stock consists of
On January 24, 2025, the Board approved the issuance of
On August 31, 2026, the Company issued
NOTE 7 – Debt Forgiveness
On April 15, 2026, Mr. Merle Ferguson, Chairman of the Board of Directors
cancelled his month to month contract of $
NOTE 8 – Contracts
On May 19, 2026, the Company signed three (3) contracts that are to
be paid in restricted shares of the Company. The total shares to be distributed are
-10-
BIOFORCE NANOSCIENCES HOLDINGS, INC., AND SUBSIDIARY
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 9 – Assignment of Federal Oil and Gas Leases
On June 5, 2026, the Company received an assignment of federal oil and gas leases covering approximately 19,957 acres of land located in the White River Valley, Nye County, Nevada (collectively, the "Nevada Leases") from Natural Minerals Trust, LLC, a Delaware limited liability company, which is controlled by Nexus Capital Investments, Inc., the Company's majority shareholder ("Nexus"). The assignment has been approved by the United States Bureau of Land Management ("BLM").
As a result of the approval, the Company now owns these Nevada Leases, giving the Company oil and gas exploration rights to eleven (11) federal oil and gas leases located in the Great Basin and Range in Nye County, Nevada. The Great Basin is a foreland basin, and its producing formations are mostly from the Devonian and Mississippian Ages. Chainman Shale Formation is the main source rock (up to 9% TOC – Total Organic Carbon) and has good thermal generation windows following depositional episodes that filled the White River Valley with multiple structural traps. The leases target prospective hydrocarbon-bearing formations, including but not limited to the Chainman Shale Formation, Pilot Shale, Ely Limestone Formation, Guilmete Dolomite Formation, Simonson Dolomite Formation and Joana Limestone Formation. These formations have demonstrated commercial oil and gas production in analogous wells operated by third parties in the immediate vicinity of the Nevada Leases.
The Nevada Leases have primary terms ranging from
On September 28, 2026, Bioforce Nanoscience, Inc. (“Bioforce” or “BFNH”) (“Assignee”) received an assignment from the State of Texas’ General Land Office (“GLO”) (“Lessor”) on a certain oil and gas property, covering approximately 40.19 acres of land in Liberty County, Texas (collectively, the "Liberty Lease"). Both CELT eResources, LLC, (“Lessee”) (“Assignor”), a Texas limited liability company, and Bioforce are controlled by Nexus Capital Investments, Inc. ("Nexus"). Nexus Capital Investments, Inc. is the Company's majority shareholder ("Nexus"). The lease covers the mineral estate for 40.19 acres, more particularly described as certain oil and gas property bearing GLO Mineral File/Lease No. MF121453, Parcel C (SCH155856), and it includes all appurtenances thereunto belonging, including but not limited to Assignor’s interest in any wells, equipment, fixtures, permits, and related personal property located on the leased premises
NOTE 10 – Subsequent Events
In accordance with ASC 855-10, the Company has analyzed its operations subsequent to September 30, 2026, to the date of November 15, 2026, and has determined that it does have a material subsequent events to disclose in these financial statements.
On October 2, 2026, the Liberty County Clerk's Office approved the assignment and sent it to the GLO to be recorded accordingly. As to the assignment's effective date, Bioforce became responsible for all lease-related activities, applicable statutes, and GLO rules. Liberty County recorded the lease on October 6, 2026.
On October 4, 2026, BioForce NanoSciences Holdings, Inc. entered a three (3)-year oil, gas, and mineral lease with private owners on a 27.49-acre area of property in Cleveland, Liberty County, Texas. This is a three (3) year paid-up lease, and if or when the property is in production, BioForce is to pay owners a 20% net royalty on oil, other liquid hydrocarbons, and non-gaseous minerals produced and saved.
On October 19, 2026 and October 27, 2026 two (2) deposits of $
-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. |
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.
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.
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.
April 15, 2026, Merle Ferguson (“Seller”), a current Director of the Company sold 26,700,000 shares of his common stock in the Company to Nexus Capital Investments, Inc., a Delaware Corporation (“Purchaser”). This represented Mr. Ferguson’s controlling stock interest in the Company, equaling 79.65% of the outstanding common stock of the Company. Nexus Capital Investments, Inc. paid $400,000 to the Seller from its corporate funds; no loans were involved in this transaction.
Noteworthy, 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. Because of the intense competition in the supplement marketplace the Company changed its business model in the oil and gas industry on June 5, 2026.
-12-
On June 5, 2026 Bioforce Nanoscience, Inc. ( “Bioforce” or “BFNH”) received an assignment of federal oil and gas leases covering approximately 19,957 acres of land located in the White River Valley, Nye County, Nevada (collectively, the "Nevada Leases") from Natural Minerals Trust, LLC, a Delaware limited liability company, which is controlled by Nexus Capital Investments, Inc., the Company's majority shareholder ("Nexus"). On July 1, 2026, the United States Bureau of Land Management ("BLM") approved the assignments of Eleven (11) leases, giving BFNH oil and gas exploration rights. The leases were assigned to Company for only the cost of the assignment transfer fee application of $120 per claim paid to the BLM.
The eleven (11) claims now leased to BFNH from the BLM are as follows (Exhibit 99.01):
1. NVNV106770412
2. NVNV106770413
3. NVNV106770414
4. NVNV106770415
5. NVNV106770416
6. NVNV106770417
7. NVNV106770418
8. NVNV106770419
9. NVNV106770420
10. NVNV106770421
11. NVNV106770422
The Nevada Leases have primary terms ranging from 10 years, with automatic extensions (“held by production”) for so long as oil or gas is produced in paying quantities. If the transfer of the leases is granted, the Company will be obligated to pay the United States federal government a royalty of 12.5% of gross production revenues, in accordance with standard BLM lease terms. However, no proven reserves have been established, and no pilot wells have been drilled. Accordingly, there is no assurance that we will be able to develop productive oil and gas operations from the land covered by the Nevada Leases.
The Company intends to commence development activities on the Nevada Leases, which may include:
| - | Additional geological and geophysical studies, including 3D seismic surveys; |
| - | Drilling of initial exploratory and development wells; |
| - | Completion and production testing of wells; |
| - | Construction of gathering systems and production infrastructure; |
| - | Evaluation of strategic partnerships, joint ventures, or farm-out arrangements to accelerate development and share capital costs and technical risk. |
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The Nevada Leases consist of eleven (11) federal oil and gas leases located in the Great Basin and Range in Nye County, Nevada. The Great Basin is a foreland basin and its producing formations are mostly from the Devonian and Mississippian Ages. Chainman Shale Formation is the main source rock (up to 9% TOC – Total Organic Carbon) with good thermal generation windows after depositional episodes that filled White River Valley with multiple structural traps. The leases target prospective hydrocarbon-bearing formations, including but not limited to the Chainman Shale Formation, Pilot Shale, Ely Limestone Formation, Guilmete Dolomite Formation, Simonson Dolomite Formation and Joana Limestone Formation. These formations have demonstrated commercial oil and gas production in analogous wells operated by third parties in the immediate vicinity of the Nevada Leases.
Subsequently, on July 1, 2026, the Company hired Ryder Scott Company to prepare a Prospective Resource Evaluation report for the Fox Mountain and South Lund oil/gas lease holdings in Nye County Nevada (Exhibit 10.4).
On August 13, 2026, the Company received from Ryder Scott a a Prospective Resources Report attributed to certain interest in the Fox Mountain and South Lund assets as of July 1, 2026. The interest related to certain oil and natural gas BLM leased properties held by the Company within approximately 19,957 acres of land located in the White River Valley, Nye County, Nevada (collectively, the "Nevada Leases"). The report presents an assessment of prospective gross unrisked resources and chance of geological discovery based on the date presented. The report was furnished in a FORM 8K on the US SEC Edgar system on August 18, 2026 (Exhibit 99.02) (Exhibit 99.03).
The report does not constitute a final reserve report and does not establish that any particular quantity of oil or natural gas is commercially recoverable. The Company's management expects that drilling, seismic interpretation, pressure data, area production history, core analysis, and other technical information will be required before reserve classifications or development decisions can be finalized.
The Company cautions that these preliminary estimates in the report should not be interpreted as equivalent to proved reserves. Under SEC reporting standards, proved reserves require that geological and engineering data demonstrate with reasonable certainty that the quantities can be economically produced under specified existing conditions.
The estimates of recoverable resources presented in the report do not comply with the SEC Oil and Gas Industry Disclosures. The results of the prospective resources evaluation conducted by Ryder Scott are estimates only and may not accurately reflect actual oil volumes in the Company's interests. The analyses conducted by Ryder Scott relied upon certain data and techniques, which are only tools used to assist geoscientists in identifying surface structures and hydrocarbon indicators and do not enable the interpreter to know whether hydrocarbons are present in those structures. Other geologists and petroleum professionals, when studying the same seismic data, may have significantly different interpretations than Ryder Scott. The prospective resources evaluated by Ryder Scott are those undiscovered, highly speculative resources estimated where geological and geophysical data suggest the potential for discovery of petroleum, but where the level of proof is insufficient for classification as reserves or contingent resources. The SEC does not recognize the term "prospective resources" and the SEC permits oil and gas companies, in their filings, to disclose only "reserves." In addition, prospective resources have a great amount of uncertainty as to their existence and economic feasibility. Investors are cautioned not to assume that estimates of prospective resources are economically drillable, or will ever be upgraded into reserves. The actual volume of recoverable oil and natural gas, if any, may differ substantially from estimates of reserves.
The Company cautions investors that the preliminary geological and engineering evaluation does not establish that commercial quantities of oil or natural gas exist throughout the Company's acreage. There is no certainty that any portion of the prospective resources will be discovered. If discovered, there is no certainty that it will be commercially viable to produce any portion of the prospective resources. The report was furnished in a FORM 8K on the US SEC Edgar system on August 18, 2026 (Exhibit 99.02) (Exhibit 99.03).
On September 28, 2026, Bioforce Nanoscience, Inc. (“Bioforce” or “BFNH”) (“Assignee”) received an assignment from the State of Texas’ General Land Office (“GLO”) (“Lessor”) on a certain oil and gas property, covering approximately 40.19 acres of land in Liberty County, Texas (collectively, the "Liberty Lease"). Both CELT eResources, LLC, (“Lessee”) (“Assignor”), a Texas limited liability company, and Bioforce are controlled by Nexus Capital Investments, Inc. ("Nexus"). Nexus Capital Investments, Inc. is the Company's majority shareholder ("Nexus").
The lease covers the mineral estate for 40.19 acres, more particularly described as certain oil and gas property bearing GLO Mineral File/Lease No. MF121453, Parcel C (SCH155856), and it includes all appurtenances thereunto belonging, including but not limited to Assignor’s interest in any wells, equipment, fixtures, permits, and related personal property located on the leased premises; FORM 8K filed October 7, 2026 (Exhibit 10.5).
On October 2, 2026, the Liberty County Clerk's Office approved the assignment and sent it to the GLO to be recorded accordingly. As to the assignment's effective date, Bioforce became responsible for all lease-related activities, applicable statutes, and GLO rules. Liberty County recorded the lease on October 6, 2026.
On October 4, 2026, BioForce NanoSciences Holdings, Inc. entered a three (3)-year oil, gas, and mineral lease with private owners on a 27.49-acre area of property in Cleveland, Liberty County, Texas. This is a three (3) year paid-up lease , and if or when the property is in production, BioForce is to pay owners a 20% net royalty on oil, other liquid hydrocarbons, and non-gaseous minerals produced and saved (Exhibit 10.6).
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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. 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.
On December 14, 2021, the Company changed the name of its wholly-owned subsidiary, BioForce Nanosciences Holdings, Inc., a Wyoming corporation, to its new name, Element Global, Inc. The Company is determining if the wholly-owned subsidiary name should be changed back to BioForce Nanosciences Holdings, Inc, and perhaps move forward with redomicile action as mentioned above.
Current Directors
The following table provides information concerning our officers and directors. All directors hold office until the next annual meeting of stockholders or until their successors have been elected and qualified.
| Merle Ferguson | Director |
| Richard Kaiser | Director CEO/CFO/ Secretary |
| Scott Mager | Director (1) |
| (1) Appointed June 15, 2026 |
Advisory Board Established and Appointments
On May 19, 2026, the Company established an "Advisory Board." Subsequently, the Board offered two people advisory board positions, Mr. Stuart Yarbrough and Mr. Edward Mathias, who then accepted their “Advisory Board” positions with the Company. The Company will issue 1,500,000 Rule 144 restricted shares to each of them for these advisory position based on the closing price of the Company shares on May 19, 2026, $0.55 per share. The position is a three (3)- year term ending May 19, 2029, with no additional compensation except as stated above. As of the date of this filing shares have yet to be issued. (See Exhibits 10.1 and Exhibit 10.2)
Advisory Board Biographies
Stuart Yarbrough
Stuart J. Yarbrough is currently an active private investor whose professional experience includes over 20 years in public accounting, primarily with Ernst & Young and BDO Seidman. He then served as the chief executive partner of 3Point Capital Partners, a company he co-founded, which provided investment banking services and venture debt financing to growth companies, closing merger and sell transactions with total value in excess of $2.5 Billion. As an “audit committee financial expert,” Mr. Yarbrough has served on over 20 corporate private and public boards as well as typically served as chair of the audit and risk committees of such companies. With his public accounting experiences, his investment banking experiences and his board and audit and risk committee experiences, he brings significant experiences relative to such related matters. Mr. Yarbrough has a bachelor’s degree in management sciences-accounting from Duke University and is a CPA. Mr. Yarbrough attended Duke University on a basketball scholarship and was named to the Atlantic Coast Conference Honor Roll for achieving outstanding academic and athletic achievement.
Edward Mathias
Edward J. Mathias is currently a senior advisor to The Carlyle Group, a global alternative asset management firm. He was instrumental in the formation of The Carlyle Group and assisted in raising the firm’s initial capital; eventually joining the firm full-time in 1992. He has held various investment roles in the firm and served as a member of the firm’s Board of Directors when it went public. Prior to this, Mr. Mathias was a long-time member of the Management Committee and Board of Directors at T. Rowe Price Associates, Inc., a major investment management organization, having spent over 20 years at the firm. Mr. Mathias is an active investor in and advisor to several investment firms as well as private equity funds and venture/growth companies. To these roles, he brings significant experience in both the public and private markets. Mr. Mathias holds an M.B.A. from the Harvard Business School and an undergraduate degree from the University of Pennsylvania where he currently serves as a Trustee Emeritus. Upon college graduation, he served 5 years as a Supply Corps Office in the US Navy.
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General Counsel
On May 19, 2026, the Board appointed Mr. Scott Mager, Attorney-at-Law, from Ft. Lauderdale, Florida, to be the Company's General Counsel. Mr. Magar’s General Counsel contract is for 3- years with terms and conditions, and is to be paid 1,000,000 (one million shares) of restricted stock pursuant to Rule 144, based on the closing price of the Company shares on May 19, 2026, $0.55 per share. As of the date of this filing shares have yet to be issued. (See Exhibit 10.3).
Election of Directors
Effective June 15, 2026, the Board of Directors appointed Scott Mager, the Company's General Counsel, as a Director of the Company.
There are no arrangements or understandings between the newly appointed director and any other person pursuant to which Mr. Mager was selected as a director. There are no related party transactions between the Company and the newly appointed director that would require disclosure under Item 404(a) of Regulation S-K.
Biography
Scott Mager - Director
Scott Mager graduated from University of Florida in 1984 and Nova Southeastern Law School in 1988. Mr. Mager brings a wealth of legal, regulatory, and strategic expertise to the Board, serving as a renowned corporate attorney and seasoned trial lawyer licensed across multiple states and the United States Supreme Court. Recognized globally for his professional excellence, he has been named National Litigator of the Year by a prominent multi-billion-dollar corporate conglomerate and holds the highest peer-reviewed rating for both ethical standards and professional ability from the world's leading attorney rating organization. A prolific thought leader, Mr. Mager, has over 150 published articles and lectures on complex legal and business issues. Beyond his legal practice, he has partnered across a variety of successful business and entrepreneurial endeavors, offering vital governance and strategic oversight. A Life Member of the Multi-Million Dollar Advocates Forum, Mr. Mager is also deeply committed to civic leadership, notably receiving the NFL Community Quarterback Award for extraordinary philanthropic service.
Officer Appointment
On June 17, 2026, the Company’s Board of Directors appointed Richard Kaiser as the Company’s interim Chief Executive Officer (CEO). Mr. Kaiser has been an officer and director of the Company since July 1, 2013. He currently maintains roles as the Company’s Chief Financial Officer, Secretary, and Director. As of the date of this filing, Mr. Kaiser as yet to enter into a compensation agreement with the Company as Interim CEO.
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.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Overall Operating Results:
Three Months Ended September 30,, 2026 and 2025 - Unaudited Statements
The Company’s sales revenue for each of the three months ended September 30, 2026 and 2025 was $-0-. During the three months ended September 30, 2026 and 2025, the Company had no oil/gas production, and received no orders, -0- units of its Bioforce Eclipse supplement product in 2025.
The Cost of Goods Sold for each of the three months ended September 30, 2026 and 2025 was $-0- .
Gross Margins for each of the three months ended September 30, 2026 and 2025 was 0% from no oil/gas production revenues and from the sale of -0- units of the BioForce Eclipse supplement product.
Gross Profit for each of the three months ended September 30, 2026 and 2025 was $-0- .
Operating expenses for three months ended September 30, 2026 totaled $341,680 from Board of Directors compensation and General and Administrative Expenses, compared to $115,915 for the three months ended September 30, 2025. The increase in September 30, 2026 compared to the same period ended September 30, 2025 was attributed to higher General and Administrative Expenses.
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Nine Months – September 30, 2026 and 2025 - Unaudited Statements
The Company’s sales revenue for each of the nine months ended September 30, 2026 and 2025 was $-0. During the nine months ended September 30, 2026 and 2025, the Company has had no oil/gas production, and received no orders, -0- units of its BioForce Eclipse supplement product.
The Cost of Sales for each of the nine months ended September 30, 2026 and 2025 were $-0-.
Gross Margins for each of the nine months ended September 30, 2026 and 2025 were 0% from no oil/gas production revenues and from the sale of -0- units of the BioForce Eclipse supplement product.
Gross Profit for each of the nine months ended September 30, 2026 and 2025 were $-0-.
Operating expenses for nine months ended September 30, 2026, totaled $721,744 from Board of Director Compensation and General and Administrative Expenses, compared to $373,153 for the nine months ended September 30, 2025. The increase in the nine months ended September 30, 2026 compared to the same period ended September 30, 2025 was attributed to higher General and Administrative Expenses.
Net (Loss):
Net Loss for the three months ended September 30, 2026 was $341,680 compared to a Net Loss of $115,915 during the three months ended September 30, 2025. Net Loss for the nine months ended September 30, 2026 was $205,410 compared to a Net Loss of $1,174,153 during the nine months ended September 30, 2025. During the nine months ended September 30, 2026, the Company recorded Other Income from the Forgiveness of Debt of $502,373 (See Note 5 in Financial Statements), Legal Settlement income of $15,322, and a Loss on Liability Settlement of $1,361, and during the nine months ending September 30, 2025, the Company recorded a Loss on Liability Settlement of $802,000 from the issuance of shares to pay accrued officer and director fees (See Note 6 in Financial Statements).
Liquidity and Capital Resources:
As of September 30, 2026, the Company’s assets totaled $2,238,661 which consisted of $31,696 in Cash and Prepaid Expenses of $1,972,440. Our total liabilities were $277,033 from Accounts Payable and Accrued Expenses, Accrued Director Compensation, and Due to Related Parties. As of September 30, 2026, the Company had an accumulated deficit of $162,617,526 and working capital of $1,961,628.
For the nine months ended September 30, 2026, net cash used in operations of $114,682 was the result of a Net Loss for the period of $205,410, from an increase in Board of Directors' Fees Paid with Stock Payable of $155,000, Forgiveness of Debt income of $502,373, Forgiveness of Account Payable income of $2,895, Consulting Fees Paid with Stock Payable of $206.250, Interest Expense Paid with Common Stock of $1,000, Land Lease Expense Gifted by Shareholder of $22,455, Legal Fees Paid with common stock of $68,750, Loss on Liability Settlement of $1,361, increase in Prepaid Expenses of $17,500, increase in Accounts Payable and Accrued Expenses of $48,180 and an increase in accrued Board of Directors' and Officer Compensation of $110,500.
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).
Cash Used In Operating Activities
Net cash used in operating activities for the nine months ended September 30, 2026 and 2025 were $114,683 and $54,229, respectively.
Cash Flows from Investing Activities
Net cash used in investing activities was $-0- for each of the nine month periods ended September 30, 2026 and 2025.
Cash Provided by Financing Activities
Net cash provided by financing activities was $145,592 for nine months ended September 30, 2026 from Capital Contributions and proceeds from Related Parties, and was $54,151 for nine months ended September 30, 2025 from the proceeds from Related Parties.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements.
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 Principals
Our consolidated 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 impairment of long-lived assets.
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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 ASU 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.
Preferred 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; 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. Accordingly, our independent auditors' report on our financial statements for the year ended December 31, 2025 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 September 30, 2026.
Evaluation of 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.
Management, including our Principal Executive Officer and Principal Financial Officer, assessed the effectiveness of our internal control over financial reporting as of September 30, 2026. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in Internal Control – Integrated Framework (2013).
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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 September 30, 2026:
| - | The Company has inadequate segregation of duties within its cash disbursement control design. |
| - | During the period ended September 30, 2026, 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.
This report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit us to provide only management's report in this annual report.
We regularly review our system of internal control over financial reporting to ensure that we maintain an effective internal control environment. If deficiencies appear in our internal controls, management will make changes that address those deficiencies.
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 reporting period ended September 30, 2026, that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
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 and products are 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
2026
During the year ended December 31, 2025, Mr. Ahamd, a shareholder, loaned money to the Company in the amount of $10,000. A formal note was finalized and converted in April 2026. In accordance with the loan document between Mr. Ahmad and the Company, Mr Ahmad was entitled to $11,000 in principal and interest repayment and 3,000 restricted shares as a premium for giving the Company a loan. Mr. Ahmad received 24,250 shares of restricted 144 common stock on April 16, 2026, based on the closing price on that day. The premium of $1,361 is included in the statement of operations as a loss on liability settlement for the three and nine months ended September 30, 2026.
On May 19, 2026, the Company established an "Advisory Board." Subsequently, the Board offered two people advisory board positions, Mr. Stuart Yarbrough and Mr. Edward Mathias, who then accepted their “Advisory Board” positions with the Company. The Company will issue 1,500,000 Rule 144 restricted shares to each of them for these advisory position based on the closing price of the Company shares on May 19, 2026, $0.55 per share. The position is a three (3)- year term ending May 19, 2029, with no additional compensation except as stated above. The shares were issued on August 31, 2026 as reported, Form 8-K, September 04, 2026.
On May 19, 2026, the Board appointed Mr. Scott Mager, Attorney-at-Law, from Ft. Lauderdale, Florida, to be the Company's General Counsel. Mr. Magar’s General Counsel contract is for 3- years with terms and conditions, and is to be paid 1,000,000 (one million shares) of restricted stock pursuant to Rule 144, based on the closing price of the Company shares on May 19, 2026, $0.55 per share. The shares were issued on August 31, 2026 as reported, Form 8-K, September 04, 2026.
2025
During the nine months ending September 30, 2025, the Company's Board, on January 24, 2025, approved the issuance of 4,250,000 restricted 144 shares of common stock to pay for accrued officer and director fees.
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ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINING SAFETY DISCLOSURES
Not applicable.
ITEM 5.
On September 28, 2026, Bioforce Nanoscience, Inc. (“Bioforce” or “BFNH”) (“Assignee”) received an assignment from the State of Texas’ General Land Office (“GLO”) (“Lessor”) on a certain oil and gas property, covering approximately 40.19 acres of land in Liberty County, Texas (collectively, the "Liberty Lease"). Both CELT eResources, LLC, (“Lessee”) (“Assignor”), a Texas limited liability company, and Bioforce are controlled by Nexus Capital Investments, Inc. ("Nexus"). Nexus Capital Investments, Inc. is the Company's majority shareholder ("Nexus").
Subsequently, the Company filed a Form 8-K on October 7, 2026, regarding the lease that covers the mineral estate for 40.19 acres, more particularly described as certain oil and gas property bearing GLO Mineral File/Lease No. MF121453, Parcel C (SCH155856), and it includes all appurtenances thereunto belonging, including but not limited to Assignor’s interest in any wells, equipment, fixtures, permits, and related personal property located on the leased premises. On October 2, 2026, the Liberty County Clerk's Office approved the assignment and sent it to the GLO to be recorded accordingly. As to the assignment's effective date, Bioforce became responsible for all lease-related activities, applicable statutes, and GLO rules. Liberty County recorded the lease on October 6, 2026.
Subsequently, on October 4, 2026, BioForce NanoSciences Holdings, Inc. entered a three (3)-year oil, gas, and mineral lease with private owners on a 27.49-acre area of property in Cleveland, Liberty County, Texas. This is a three (3) year paid-up lease , and if or when the property is in production, BioForce is to pay owners a 20% net royalty on oil, other liquid hydrocarbons, and non-gaseous minerals produced and saved (Exhibit 10.6).
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ITEM 6. EXHIBITS
Index to Exhibits.
| Exhibit No. | Description of Exhibit | |
| 10.1 | Stuart Yarbrough Advisory Board Contract - May 19, 2026* | |
| 10.2 | Edward Mathias Advisory Board Contract - May 19, 2026* | |
| 10.3 | Scott Mager General Counsel Contract - May 19, 2026* | |
| 10.4 | Ryder Scott Company Petroleum Consultants Agreement, filed on Form 8-K, July 01, 2026 as Exhibit 10.1* | |
| 10.5 | Lease Assignment Agreement CELT eResources, LLC to Bioforce Nanosciences Holdings, Inc., filed on Form 8-K, October 07, 2026 as Exhibit 10.1.* | |
| 10.6 | Private Oil, Gas and Mineral Lease, October 4, 2026; Redacted - Full unredacted Lease is available to USSEC upon request.+ | |
| 99.01 | US Bureau of Land Management (BLFM), Oil/Gas Lease Assignment Documents filed on Form 8-K, July 7, 2026 as Exhibit 99.01* | |
| 99.02 | Ryder Scott Petroleum and Geological Engineering Report, furnished on Form 8-K, August 18, 2026 as Exhibit 99.01* | |
| 99.03 | Ryder Scott Petroleum and Geological Engineering Consent Letter filed on Form 8-K, August 18, 2026 as Exhibit 99.02* | |
| 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 Financial 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 Financial 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+ | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)+ |
| + | Filed Herewith |
| * | Previously Filed |
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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: November 09, 2026 | By: | /s/Richard Kaiser |
|
Richard Kaiser Chief Executive Officer (Interim) | ||
| By: | /s/Richard Kaiser | |
|
Richard Kaiser Chief Financial Officer, Principal Accounting Officer and Secretary | ||
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