BioForce Nanosciences Holdings, Inc. Files 2023 Annual Report

TL;DR

<b>BioForce Nanosciences Holdings, Inc. has filed its 2023 annual report detailing its business operations and financial status.</b>

AI Summary

BIOFORCE NANOSCIENCES HOLDINGS, INC. (BFNH) filed a Annual Report (10-K) with the SEC on April 1, 2024. BioForce Nanosciences Holdings, Inc. filed its 10-K report for the fiscal year ended December 31, 2023. The company was formerly known as Silver River Ventures, Inc., with a name change on December 2, 2004. Its principal executive offices are located at 2020 General Booth Blvd, Suite 230, Virginia Beach, VA 23454. The company's telephone number is (757) 306-6090 and fax number is (757) 306-6092. No securities are currently registered under Section 12(b) of the Act.

Why It Matters

For investors and stakeholders tracking BIOFORCE NANOSCIENCES HOLDINGS, INC., this filing contains several important signals. This 10-K filing provides a comprehensive overview of the company's performance and strategic direction for the fiscal year 2023. Investors and stakeholders can use this report to assess the company's financial health, operational risks, and future prospects.

Risk Assessment

Risk Level: low — BIOFORCE NANOSCIENCES HOLDINGS, INC. shows low risk based on this filing. The filing is a standard 10-K report with no immediate red flags, but detailed financial analysis is required to fully assess risk.

Analyst Insight

Review the full 10-K filing for detailed financial statements, risk factors, and management discussion to understand the company's current standing and future outlook.

Key Numbers

• 2023-12-31 — Fiscal Year End (Report period)
• 2024-04-01 — Filing Date (Date of submission)
• 000-51074 — SEC File Number (Company's SEC file number)

Key Players & Entities

• BIOFORCE NANOSCIENCES HOLDINGS, INC. (company) — Filer name
• SILVER RIVER VENTURES, INC. (company) — Former company name
• 2020 General Booth Blvd, Suite 230, Virginia Beach, VA 23454 (company) — Business address
• 757-306-6090 (company) — Business phone
• Richard W. Jones, Esq. (person) — Legal representative
• Jones & Haley, P.C. (company) — Legal firm

FAQ

Risk Factors

• SEC Filings [low — regulatory]: The company's securities are not registered under Section 12(b) of the Act, indicating a lack of listing on national exchanges.

Key Dates

• 2023-12-31: Fiscal Year End — End of the reporting period for the 10-K.
• 2024-04-01: Filing Date — Date the 10-K was officially filed with the SEC.

Glossary

10-K

An annual report required by the U.S. Securities and Exchange Commission (SEC), which gives a comprehensive summary of a company's financial performance. (This filing provides the core financial and operational data for BioForce Nanosciences Holdings, Inc. for the fiscal year 2023.)

Key Financial Figures

• $0.001 — 2(g) of the Act: Common Stock par value $0.001; Stock symbol: BFNH Indicate by check
• $1.45 — nce to the average bid and ask price of $1.45 per share of the registrant's common st
• $36.0 billion — rceeclipse.com . -2- The approximate $36.0 billion vitamin and supplement manufacturing in
• $0.99 — er Ende d: High Low March 31, 2023 $0.99 $0.99 June 30, 2023 $1.45 $1.28
• $1.28 — 3 $0.99 $0.99 June 30, 2023 $1.45 $1.28 September 30, 2023 $1.94 $1.85 De
• $1.94 — 023 $1.45 $1.28 September 30, 2023 $1.94 $1.85 December 31, 2023 $2.01 $1.8
• $1.85 — .45 $1.28 September 30, 2023 $1.94 $1.85 December 31, 2023 $2.01 $1.85 202
• $2.01 — 2023 $1.94 $1.85 December 31, 2023 $2.01 $1.85 2022 Quater Ende d: High Low
• $1.15 — er Ende d: High Low March 31, 2022 $1.15 $1.15 June 30, 2022 $2.87 $2.75
• $2.87 — 31, 2022 $1.15 $1.15 June 30, 2022 $2.87 $2.75 September 30, 2022 $3.40 $3.
• $2.75 — 2 $1.15 $1.15 June 30, 2022 $2.87 $2.75 September 30, 2022 $3.40 $3.20 De
• $3.40 — 022 $2.87 $2.75 September 30, 2022 $3.40 $3.20 December 31, 2022 $2.30 $1.9
• $3.20 — .87 $2.75 September 30, 2022 $3.40 $3.20 December 31, 2022 $2.30 $1.99 As
• $2.30 — 2022 $3.40 $3.20 December 31, 2022 $2.30 $1.99 As of December 31, 2023, we we
• $1.99 — 3.40 $3.20 December 31, 2022 $2.30 $1.99 As of December 31, 2023, we were auth

Filing Documents

• bfnh12302310k.htm (10-K) — 318KB
• ex31_1.htm (EX-31.1) — 5KB
• ex31_2.htm (EX-31.2) — 5KB
• ex32_1.htm (EX-32.1) — 2KB
• ex32_2.htm (EX-32.2) — 2KB
• image_001.jpg (GRAPHIC) — 21KB
• image_002.jpg (GRAPHIC) — 14KB
• image_003.jpg (GRAPHIC) — 196KB
• 0001091818-24-000034.txt (&nbsp;) — 2243KB
• bfnh-20231231.xsd (EX-101.SCH) — 11KB
• bfnh-20231231_cal.xml (EX-101.CAL) — 18KB
• bfnh-20231231_def.xml (EX-101.DEF) — 25KB
• bfnh-20231231_lab.xml (EX-101.LAB) — 149KB
• bfnh-20231231_pre.xml (EX-101.PRE) — 112KB
• bfnh12302310k_htm.xml (XML) — 74KB

Business

Business 2 Item 1A.

Risk Factors

Risk Factors 7 Item 2. Property 7 Item 3.

Legal Proceedings

Legal Proceedings 7 Item 4. Mine Safety Disclosures 7 PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 8 Item 6.

Selected Financial Data

Selected Financial Data 8 Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operation

Management's Discussion and Analysis of Financial Condition and Results of Operation 8 Item 7A. Quantitative and Qualitative Disclosure About Market Risk 10 Item 8.

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data 10 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 10 Item 9A.

Controls and Procedures

Controls and Procedures 10 Item 9B. Other Information 11 PART III Item 10. Directors, Executive Officers and Corporate Governance 12 Item 11.

Executive Compensation

Executive Compensation 13 Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 15 Item 13. Certain Relationships and Related Transactions, and Director Independence 16 Item 14. Principal Accountant Fees and Services 16 Item 15. Exhibits, and Financial Statement Schedules 17

Signatures

Signatures 17 -1- SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS In light of the risks and uncertainties inherent in all projected operational matters, the inclusion of forward-looking statements in this Form 10-K, should not be regarded as a representation by us or any other person that any of our objectives or plans will be achieved or that any of our operating expectations will be realized. Our revenues and results of operations are difficult to forecast and could differ materially from those projected in the forward-looking statements contained in this Form 10-K, as a result of certain risks and uncertainties including, but not limited to, our business reliance on third parties to provide us with technology, our ability to integrate and manage acquired technology, assets, companies and personnel, changes in market condition, the volatile and intensely competitive environment in the business sectors in which we operate, rapid technological change, and our dependence on key and scarce employees in a competitive market for skilled personnel. These factors should not be considered exhaustive; we undertake no obligation to release publicly the results of any future revisions we may make to forward-looking PART I For historical information, this report contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Such forward-looking and anticipated costs and expenses. Such forward-looking statements include, among others, those statements including the words "expects," "anticipates," "intends," "believes" and similar language. Our actual results may differ significantly from those projected in the forward-looking statements

Business

ITEM 1. Business . The Company 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 has provided private labels products with key distributors and manufacturing providers. BioForce entered into the supplement business in or about 2015. These supplements, powders and beverages offer vitamins and minerals to complement a healthy intake of protein and carbohydrates for active individuals and participants in sports. BioForce recently changed its business plan and it is in the process of establishing a dynamic marketing campaign to achieve brand awareness of its product offerings to drive business growth through sales of nutrition supplements to retailers, sporting goods retailers, supermarkets, mass merchandisers, and online. BioForce currently markets its products through social media and telemarketing. The Company plans to expand marketing efforts with a direct marketing and B2B (Business to Business) sales campaign, with the eventual expectation to expand throughout the entire United States. The Company proactively seeks to expand its "BioForce Eclipse" nutritional powder for use into households throughout the U.S., and the Company will approach retail stores, including health food and sporting goods stores to create a vendor relationship. During this phase, the Company will continue to try to advance

Risk Factors

ITEM 1A. Risk Factors. We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information called for under this item.

Properties

ITEM 2. Properties. The Company makes use of the office space of Yes International, which is owned and operated by Richard Kaiser, a Director, CFO and the Secretary of the Company. As a result, the Company neither rents nor owns any properties. The Company currently has no policy with respect to investments or interests in real estate, real estate mortgages or securities of, or interests in, persons primarily engaged in real estate activities.

Legal Proceedings

ITEM 3. Legal Proceedings. At this time, there are no material pending legal proceedings to which the Company is a party or as to which any of its property is subject, and no such proceedings are known to the Company to be threatened or contemplated against it.

Mine Safety Disclosure- (Removed and Reserved)

ITEM 4. Mine Safety Disclosure- (Removed and Reserved). Not applicable to this Company. PART II

Market for Registrant's Common Equity, Related Stockholder

ITEM 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Our common stock has been traded on the OTCPINK since April 15, 2009, under the symbol "BFNH." The following table sets forth the high and low bid prices for our common stock on the OTCPINK as reported by various market makers for 2023 and 2022. The quotations do not reflect adjustments for retail mark-ups, mark-downs, or commissions and may not necessarily reflect actual transactions. 2023 Quater Ende d: High Low March 31, 2023 $0.99 $0.99 June 30, 2023 $1.45 $1.28 September 30, 2023 $1.94 $1.85 December 31, 2023 $2.01 $1.85 2022 Quater Ende d: High Low March 31, 2022 $1.15 $1.15 June 30, 2022 $2.87 $2.75 September 30, 2022 $3.40 $3.20 December 31, 2022 $2.30 $1.99 As of December 31, 2023, we were authorized to issue 900,000,000 shares of our common stock, of which 29,271,755 shares were outstanding, taking into account the one-for-five (1-for-5) reverse stock split effective February 28, 2020. Our shares of common stock are held by approximately 236 stockholders of record. The number of record holders was determined from the records of our transfer agent and does not include beneficial owners of our common stock whose shares are held in the names of various securities brokers, dealers, and registered clearing agencies. -7- Preferred Shares In addition to our authorized common stock, BioForce Nanosciences Holdings, Inc. is authorized to issue 100,000,000 shares of preferred stock, par value at $0.001 per share. Based on the amended Articles of Incorporation the Company has 10,000,000 Series A' Preferred shares authorized and each share has voting and conversion rights of 100 common shares (see Exhibit 3.2). This leaves a balance of 90,000,000 "Blank Check" Preferred, with no shares issued or designated. As of the date of this filing, there are no Series A' Preferred issued or outstanding. There is no

Selected Financial Data

ITEM 6. Selected Financial Data. Not applicable.

Management's Discussion and Analysis of Financial Condition

ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations. THE FOLLOWING DISCUSSION SHOULD BE READ TOGETHER WITH THE INFORMATION CONTAINED IN THE CONSOLIDATED FINANCIAL STATEMENTS AND RELATED NOTES INCLUDED ELSEWHERE IN THIS ANNUAL REPORT ON FORM 10-K. The following discussion reflects our plan of operation. This discussion should be read in conjunction with the financial statements which are attached to this report. This discussion contains forward-looking and uncertainties. Our actual results could differ materially from the results described in or implied by these forward-looking statements as a result of various factors, including those discussed below and elsewhere in this report, particularly under the headings "Special Note Regarding Forward-Looking Statements." Unless the context otherwise suggests, "we," "our," "us," and similar terms, as well as references to "BFNH" and "BioForce Nanosciences Holdings," all refer to the "Company". 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. For a complete discussion of our former businesses, please see our previous Form 10-Ks, 10-Qs, and 8-Ks filed with the SEC. Going Concern On December 31, 2023, we had total assets of $638 and total liabilities of $1,819,868. In the absence of significant revenue and profits, we will be completely dependent on additional debt and equity financing. If we are unable to raise needed funds on acceptable terms, we will not be able to execute our business plan, develop or enhance existing services, take advantage of future opportunities, if any, or respond to competitive pressures or unanticipated requirements. If we do not obtain su

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