BioForce Nanosciences (BFNH) Q1 2026 loss, going concern and control shift
Rhea-AI Filing Summary
BioForce Nanosciences Holdings, Inc. reported no revenue for the quarter ended March 31, 2026, continuing its pre-commercial stage operations. The company recorded a net loss of $102,411, a narrower loss than the prior-year quarter, driven partly by $15,322 of other income from a legal settlement.
Operating expenses were $117,733, mainly board compensation and general and administrative costs. At March 31, 2026, BioForce had $6,347 in cash, total liabilities of $727,301, and an accumulated deficit of $162,514,528, resulting in a stockholders’ deficit of $720,954.
Management discloses substantial doubt about the company’s ability to continue as a going concern and notes reliance on a one-time legal settlement and related-party support. After quarter-end, a lender converted a $10,000 loan into 24,250 restricted shares, and the controlling shareholder sold approximately 80% of the company’s stock in a private transaction.
Positive
- None.
Negative
- Severe going concern risk: No revenue, minimal cash of $6,347, liabilities of $727,301 and an accumulated deficit of $162,514,528 led management to state substantial doubt about the company’s ability to continue as a going concern, with operations dependent on one-time settlements and related-party support.
Insights
Q1 2026 shows no revenue, ongoing losses, and severe financial strain.
BioForce Nanosciences generated no sales in Q1 2026, while booking a net loss of $102,411. The loss was smaller than a year earlier mainly because 2025 included a large non-cash loss on liability settlement, and 2026 included a $15,322 legal settlement gain.
The balance sheet remains highly stressed: cash was only $6,347 against total liabilities of $727,301, and accumulated deficit reached $162,514,528 as of March 31, 2026. Management explicitly states that recurring losses and negative working capital raise substantial doubt about the ability to continue as a going concern.
Subsequent events add complexity. A $10,000 loan was settled via issuance of 24,250 restricted shares, and the chairman sold approximately 80% of the company’s stock in a private transaction to Nexus Capital Investments, Inc. Future filings may clarify how this change in control and continued related-party funding affect strategy and capitalization.
Key Figures
Key Terms
going concern financial
stockholders' deficit financial
restricted 144 common stock regulatory
Memorandum of Understanding (MOU) financial
internal control over financial reporting regulatory
Earnings Snapshot
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.
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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 May 18, 2026 the registrant had outstanding shares of common stock, par value $0.001 per share.
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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 | 10 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 13 |
| Item 4. | Controls and Procedures | 13 |
| PART II | ||
| Item 1. | Legal Proceedings | 14 |
| Item 1A. | Risk Factors | 14 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 14 |
| Item 3. | Defaults Upon Senior Securities | 14 |
| Item 4. | Mining Safety Disclosures | 14 |
| Item 5. | Other Information | 14 |
| Item 6. | Exhibits | 14 |
| Signatures | 15 |
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PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
BIOFORCE NANOSCIENCES HOLDINGS, INC.
FINANCIAL REPORTS
AT
March 31, 2026
INDEX TO FINANCIAL STATEMENTS
| Condensed Consolidated Balance Sheets at March 31, 2026 -Unaudited and December 31, 2025 - Audited | 3 |
| Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2026 and 2025 - Unaudited | 4 |
| Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2026 and 2025 - Unaudited | 5 |
| Condensed Consolidated Statements of Stockholders' Equity for the Three Months Ended March 31, 2026 and 2025 - Unaudited | 6 |
| Notes to the Condensed Consolidated Unaudited Financial Statements | 7-9 |
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BioForce Nanosciences Holdings, Inc., and Subsidiary
CONDENSED CONSOLIDATED BALANCE SHEETS - UNAUDITED
| March 31, | 2026 | 2025 | ||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash | $ | $ | ||||||
| Total Current Assets | ||||||||
| Total Assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS' DEFICIT | ||||||||
| Current Liabilities | ||||||||
| Accounts Payable and Accrued Expenses | $ | $ | ||||||
| Accrued Board of Directors Compensation | ||||||||
| Due to Related Parties | ||||||||
| Total Current Liabilities | ||||||||
| Total Liabilities | ||||||||
| Stockholders' Deficit | ||||||||
| Common Stock - $ Par; Shares Authorized, Issued and Outstanding | ||||||||
| Additional Paid-In-Capital | ||||||||
| Accumulated Deficit | ( | ) | ( | ) | ||||
| Total Stockholders' Deficit | ( | ) | ( | ) | ||||
| Total Liabilities and Stockholders' Deficit | $ | $ | ||||||
The accompanying notes are an integral part of these audited condensed consolidated financial statements.
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BioForce Nanosciences Holdings, Inc., and Subsidiary
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - UNAUDITED
| For the Three Months Ended March 31, | 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) | ||||||||
| 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.
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BioForce Nanosciences Holdings, Inc., and Subsidiary
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED
| For the Three Months Ended March 31, | 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: | ||||||||
| Loss on Liability Settlement | ||||||||
| Changes in Assets and Liabilities: | ||||||||
| Accounts Payable and Accrued Expenses | ||||||||
| Accrued Board of Directors Compensation | ||||||||
| Net Cash Flows Provided by (Used In) Operating Activities | ( | ) | ||||||
| Cash Flows from Investing Activities | ||||||||
| Cash Flows from Financing Activities | ||||||||
| Proceeds from (Payments to) Related Parties | ( | ) | ||||||
| Net Cash Flows Provided by (Used in) 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.
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BioForce Nanosciences Holdings, Inc., and Subsidiary
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025
UNAUDITED
| Common Stock | Additional | Total | ||||||||||||||||||
| $ 0.001 Par | Paid-In | Accumulated | Stockholders' | |||||||||||||||||
| Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||
| Balance - January 1, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Common Stock Issued to Satisfy Liabilities | ||||||||||||||||||||
| Net Loss for the Period | - | ( | ) | ( | ) | |||||||||||||||
| Balance - March 31, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Common Stock | Additional | Total | ||||||||||||||||||
| $ 0.001 Par | Paid-In | Accumulated | Stockholders' | |||||||||||||||||
| Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||
| Balance - January 1, 2026 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Net Loss for the Period | - | ( | ) | ( | ) | |||||||||||||||
| Balance - March 31, 2026 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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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
shares of Element Acquisition Corporation for $
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 March 31, 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 months ended March 31, 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 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.
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BIOFORCE NANOSCIENCES HOLDINGS, INC., AND SUBSIDIARY
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 – Summary of Significant Accounting Policies - continued
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 months ended March 31, 2026 due to the receipt of a legal settlement, the Company was able to pay for its expenses. This allowed the Company to continue as a going concern. Once that 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.
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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 March 31, 2026 and 2025 the Company paid press release
wire services and filing fees a total in the amount of $
During the three months ended March 31, 2026 and 2025, two board of
directors paid expenses of the Company in the amount of $-
NOTE 6 – Stock
Preferred Stock
Preferred stock consists of shares authorized at $
par value. 10,000,000 of these preferred shares have been separately allocated to Series A Preferred.
Common Stock
Common stock consists of shares authorized at $ par value. At March 31, 2026 and December 31, 2025, there were shares issued and outstanding.
On January 24, 2025 the Board approved the issuance of shares
of common stock to pay Mr. Ferguson for $2,173,000 that was owed to him. The difference of $
NOTE 7 – Subsequent Events
In accordance with ASC 855-10, the Company has analyzed its operations subsequent to March 31, 2026 to the date of May 19, 2026, and has determined that it does have material subsequent events to disclose in these financial statements.
In April the board of directors received a conversion notice from Nauri
Dean Ahmad from whom the
On April 15, 2026, Mr. Merle Ferguson, Chairman of the Board of Directors
cancelled his month to month contract of $
Subsequent to the close of the March 31, 2026 quarter, on April 15, 2026, Merle Ferguson, a director of the Company sold his controlling stock interest, approximately 80%, in a private transaction to Nexus Capital Investments, Inc.
A related party on May 18, 2026, advanced to the Company $13,000 for operational and professonal service expenses.
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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.
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 is working on its business model 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.
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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.
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.
Memorandum of Understanding ("MOU")
June 02, 2021, Bioforce Nanosciences Holdings, Inc. entered into another Memorandum of Understanding (MOU) with Element Global, Inc. (ELGL), a Utah Corporation. This MOU contemplates a proposed transaction between the entities that provides for BFNH to acquire all of the assets controlled by ELGL. The closing of the transaction is subject to due diligence and the execution of a definitive agreement. As of the date of this filing the MOU is still active.
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.
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/CFO/Secretary |
| Steve Gagnon | Co-CEO |
| John LaViolette | Co-CEO |
| Sasha Shapiro | President |
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Overall Operating Results:
Three Months – Three Months Ended March 31, 2026 and 2025 - Unaudited Statements
The Sales Revenue from the Company’s BioForce Eclipse vitamin supplements for the three months ended March 31, 2026 and for the three months ended March 31, 2025 were $-0- and $-0-, respectively. During the three months ended March 31, 2026 and 2025 the Company received no orders, -0- units of its Bioforce Eclipse supplement product.
The Cost of Goods Sold for the three months ended March 31, 2026 and 2025 was $-0- .
Gross Margins for the three months ended March 31, 2026 and 2025 was 0% from the sale of -0- units of the BioForce Eclipse supplement product.
Gross Profit for the three months ended March 31, 2026 and 2025 was $-0- .
Operating expenses for three months ended March 31, 2026 totaled $117,733 from Board of Director compensation and General and Administrative Expenses, compared to $133,455 for the three months ended March 31, 2025. This decrease in March 31, 2026 compared to the same period ended March 31, 2025 was attributed to lower General and Administrative Expenses.
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Net Loss:
Net loss for the three months ended March 31, 2026 and 2025 were $102,411 and $934,650, respectively. During the period ending March 31, 2026, the Company recoreded Other Income from a legal settlement in the amount of $15,322.
Liquidity and Capital Resources:
As of March 31, 2026, the Company’s assets totaled $6,347 which consisted of Cash. Our total liabilities were $727,301 from accounts payable and accrued expenses, accrued director compensation expenses and amounts due to related parties. As of March 31, 2026, the Company had an accumulated deficit of $162,514,528 and working capital deficit $720,954.
For the Quarter ended March 31, 2026, net cash provided by operations of $7,088 was the result of a net loss for the period of $102,411, from an increase in Accounts Payables and Accrued Expenses of $8,249, and from an increase in accrued Board of Directors' and Officer Compensation of $101,250.
For the Quarter ended March 31, 2025, net cash used in operations of $15,215 was the result of a net loss for the period of $934,650, from loss on liability settlement of $802,000, an increase in Accounts Payables and Accrued Expenses of $12,492, and from an increase in accrued Board of Directors' and Officer Compensation of $105,750.
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).
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 Used In Operating Activities
Net cash provided by operating activities for the three months ended March 31, 2026 was $7,088, and March 31, 2025, net cash used in operating activities was $15,215.
Cash Flows from Investing Activities
Net cash used in investing activities was $-0- for both the three month periods ended March 31, 2026 and 2025.
Cash Provided by Financing Activities
Net cash used in financing activities was $1,527 for three months ended March 31, 2026 from the payments made to Related Parties, and Net cash provided by financing activities was $28,152 for three months ended March 31, 2025, from 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.
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.
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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, 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 March 31, 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 March 31, 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).
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, 2026:
| - | The Company has inadequate segregation of duties within its cash disbursement control design. |
| - | During the period ended March 31, 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.
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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 March 31, 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
Subsequent to the close of the March 31, 2026 quarter, in April 2026, the board of directors received a conversion notice from Nauri Dean Ahmad from whom the Company had borrowed $10,000. 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.
2025
On January 24, 2025, Company's Board approved the issuance of 4,250,000 restricted 144 shares of common stock to pay for accrued officer and director fees.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINING SAFETY DISCLOSURES
Not applicable.
ITEM 5.
Subsequent to the close of the March 31, 2026 quarter, in April 2026, the board of directors received a conversion notice from Nauri Dean Ahmad from whom the Company had borrowed $10,000. 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.
Subsequent to the close of the March 31, 2026 quarter, on April 15, 2026, Merle Ferguson, a director of the Company sold his controlling stock interest, approximately 80%, in a private transaction to Nexus Capital Investments, Inc.
ITEM 6. EXHIBITS
Index to Exhibits.
| Exhibit No. | Description of Exhibit | |
| 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+ | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)+ |
| + | filed herewith |
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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: May 19, 2026 | By: | /s/Steve Gagnon |
|
Steve Gagnon Chief Executive Officer | ||
| By: | /s/Richard Kaiser | |
|
Richard Kaiser Chief Financial Officer, Principal Accounting Officer and Secretary | ||
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