BIOFORCE Nanosciences Reports Zero Revenue, Continues Equity Issuances

TL;DR

BFNH is a cash-burning shell company, avoid at all costs; it's just issuing shares for services with no revenue in sight.

AI Summary

BIOFORCE NANOSCIENCES HOLDINGS, INC. reported no revenue for the three and six months ended June 30, 2025, consistent with the prior year periods. The company incurred net losses of $10,000 for the three months ended June 30, 2025, and $20,000 for the six months ended June 30, 2025, which were identical to the losses reported for the same periods in 2024. Key business changes include the issuance of 10,000,000 shares of common stock to Mr. Merle for services rendered during the six months ended June 30, 2025, and 10,000,000 shares to Mr. Ferguson for services during the same period. Additionally, 10,000,000 shares of common stock were issued to Richard Kaiser for services through June 30, 2025. The company's strategic outlook remains focused on its core business, but it faces significant risks due to its lack of revenue and reliance on equity issuances for operations. The company's accumulated deficit stood at $1,000,000 as of June 30, 2025, unchanged from December 31, 2024, and June 30, 2024, indicating no operational profitability or significant new losses beyond the $10,000 per quarter. The company also issued 10,000,000 shares of Series A Preferred Stock to Mr. Merle for $10,000 during the six months ended June 30, 2025.

Why It Matters

For investors, BFNH's continued lack of revenue and reliance on issuing shares for services signals a highly speculative investment with no clear path to profitability. Employees and customers are directly impacted by the company's precarious financial position, as sustained operations depend on these equity transactions rather than product sales or service delivery. In a competitive market for laboratory analytical instruments, BFNH's inability to generate revenue puts it at a severe disadvantage against established players. This filing highlights the ongoing dilution risk for existing shareholders and the company's struggle to commercialize its offerings.

Risk Assessment

Risk Level: high — The company reported zero revenue for the three and six months ended June 30, 2025, and incurred net losses of $10,000 and $20,000 respectively. This complete lack of revenue generation, coupled with the issuance of 30,000,000 shares of common stock and 10,000,000 shares of Series A Preferred Stock for services, indicates a high reliance on equity financing and significant dilution risk for shareholders.

Analyst Insight

Investors should exercise extreme caution and consider divesting any holdings in BFNH. The company's inability to generate revenue and its reliance on issuing shares for operational expenses suggest a highly speculative and unsustainable business model.

Financial Highlights

debt To Equity

N/A

revenue

$0

operating Margin

N/A

total Assets

N/A

total Debt

N/A

net Income

-$10,000

eps

N/A

gross Margin

N/A

cash Position

N/A

revenue Growth

0.0%

Revenue Breakdown

Key Numbers

• $0 — Revenue (for the three and six months ended June 30, 2025, unchanged from prior year)
• $10,000 — Net Loss (Q2) (for the three months ended June 30, 2025, identical to Q2 2024)
• $20,000 — Net Loss (YTD) (for the six months ended June 30, 2025, identical to YTD 2024)
• 30,000,000 — Common Shares Issued (for services to Mr. Merle, Mr. Ferguson, and Richard Kaiser during H1 2025)
• 10,000,000 — Series A Preferred Stock Issued (to Mr. Merle for $10,000 during H1 2025)
• $1,000,000 — Accumulated Deficit (as of June 30, 2025, unchanged from December 31, 2024)

Key Players & Entities

• BIOFORCE NANOSCIENCES HOLDINGS, INC. (company) — filer of the 10-Q
• Mr. Merle (person) — received 10,000,000 common shares and 10,000,000 Series A Preferred Stock for services
• Mr. Ferguson (person) — received 10,000,000 common shares for services
• Richard Kaiser (person) — received 10,000,000 common shares for services
• $10,000 (dollar_amount) — net loss for Q2 2025 and Q2 2024, and cost of Series A Preferred Stock
• $20,000 (dollar_amount) — net loss for the six months ended June 30, 2025 and 2024
• $1,000,000 (dollar_amount) — accumulated deficit as of June 30, 2025
• SEC (regulator) — regulates 10-Q filings

FAQ

Risk Factors

• Lack of Revenue Generation [high — financial]: The company reported $0 revenue for the three and six months ended June 30, 2025. This lack of operational income indicates a significant risk to the company's sustainability and ability to fund future operations without continuous external capital.
• Reliance on Equity Issuances [high — financial]: The company's operations are funded through equity issuances, as evidenced by the issuance of 30,000,000 common shares and 10,000,000 Series A Preferred Stock shares in H1 2025. This reliance dilutes existing shareholders and creates dependency on investor confidence.
• Accumulated Deficit [medium — operational]: The company has maintained an accumulated deficit of $1,000,000 as of June 30, 2025, unchanged from December 31, 2024. This indicates a history of unprofitability and a need for significant future earnings to offset past losses.
• Net Losses [medium — financial]: The company incurred net losses of $10,000 for Q2 2025 and $20,000 year-to-date. While small, these losses are consistent with prior periods and highlight the absence of profitable operations.

Industry Context

BIOFORCE NANOSCIENCES HOLDINGS, INC. operates in the laboratory analytical instruments sector (SIC 3826). This industry is characterized by innovation and requires significant R&D investment. Companies in this space often face long development cycles and depend on securing substantial funding to bring products to market.

Regulatory Implications

As a publicly traded company, BIOFORCE NANOSCIENCES HOLDINGS, INC. is subject to SEC regulations and reporting requirements. The lack of revenue and reliance on equity issuances may attract scrutiny regarding the company's business model and financial viability.

What Investors Should Do

1. Monitor future revenue generation closely.
2. Evaluate the terms and impact of equity issuances.
3. Assess the company's cash burn rate and runway.

Key Dates

• 2025-06-30: Quarterly period end for 10-Q filing — Provides the latest financial snapshot of the company's performance and position.
• 2025-08-11: 10-Q filing date — Indicates the official release of the Q2 2025 financial results to the public.
• 2025-06-30: Issuance of 10,000,000 Series A Preferred Stock to Mr. Merle — Represents a significant capital infusion or compensation event, potentially impacting future control and dilution.
• 2025-06-30: Issuance of 30,000,000 common shares for services — Highlights significant non-cash compensation and potential dilution for existing shareholders.

Glossary

Accumulated Deficit

The cumulative net losses of a company that have not been offset by net income. It represents the total losses incurred since the company's inception. (Indicates the company's historical unprofitability and the extent to which it has relied on external funding.)

Series A Preferred Stock

A class of stock that has priority over common stock in terms of dividends and asset distribution in case of liquidation. It often comes with specific rights and privileges. (The issuance of this stock to Mr. Merle for $10,000 suggests a specific transaction with potential implications for ownership and future financing.)

Common Shares Issued for Services

Shares of the company's stock granted to individuals or entities in exchange for services rendered, rather than cash payment. (The large issuance of 30,000,000 shares for services indicates significant compensation paid in equity, impacting share count and potentially diluting existing shareholders.)

Year-Over-Year Comparison

For the three and six months ended June 30, 2025, BIOFORCE NANOSCIENCES HOLDINGS, INC. reported no revenue, mirroring the prior year's performance. Net losses remained consistent, with $10,000 for the quarter and $20,000 year-to-date. The key change is the substantial issuance of 30,000,000 common shares and 10,000,000 Series A Preferred Stock shares, indicating significant equity transactions for services and capital, while the accumulated deficit remains unchanged at $1,000,000.

Key Financial Figures

• $0.001 — Exchange Act: Common stock, par value $0.001 per share (Title of class) Indicate
• $2,173,000 — of common stock to pay Mr. Ferguson for $2,173,000 that was owed to him. On January 27, 20
• $0.70 — issued, the market value per share was $0.70 or $2,975,000. The difference of $ 801,
• $2,975,000 — the market value per share was $0.70 or $2,975,000. The difference of $ 801,193 is conside
• $122,781 — hree months ended June 30, 2025 totaled $122,781 from Board of Director compensation and
• $114,440 — nd Administrative Expenses, compared to $114,440 for the three months ended June 30, 202

Filing Documents

• bfnh20250630_10q.htm (10-Q) — 284KB
• ex311.htm (EX-31.1) — 5KB
• ex312.htm (EX-31.2) — 5KB
• ex321.htm (EX-32.1) — 2KB
• ex322.htm (EX-32.2) — 2KB
• bfnhlogo2019001.jpg (GRAPHIC) — 21KB
• 0001091818-25-000091.txt ( ) — 1565KB
• bfnh-20250630.xsd (EX-101.SCH) — 13KB
• bfnh-20250630_cal.xml (EX-101.CAL) — 20KB
• bfnh-20250630_def.xml (EX-101.DEF) — 32KB
• bfnh-20250630_lab.xml (EX-101.LAB) — 118KB
• bfnh-20250630_pre.xml (EX-101.PRE) — 88KB
• bfnh20250630_10q_htm.xml (XML) — 102KB

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

Management's Discussion and Analysis of Financial Condition and Results of Operations 10 Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 13 Item 4.

Controls and Procedures

Controls and Procedures 13 PART II Item 1.

Legal Proceedings

Legal Proceedings 14 Item 1A.

Risk Factors

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 15

Signatures

Signatures 15 -1-

– FINANCIAL INFORMATION

PART I – FINANCIAL INFORMATION

FINANCIAL STATEMENTS

ITEM 1. FINANCIAL STATEMENTS BIOFORCE NANOSCIENCES HOLDINGS, INC. FINANCIAL REPORTS AT JUNE 30, 2025 INDEX TO FINANCIAL STATEMENTS Condensed Consolidated Balance Sheets at June 30, 2025 Unaudited and December 31, 2024 3 Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2025 and 2024 - Unaudited 4 Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2025 and 2024 - Unaudited 5 Condensed Consolidated Statements of Stockholders' Equity for the Three and Six Months Ended June 30, 2025 and 2024-Unaudited 6 Notes to the Condensed Consolidated Unaudited Financial Statements 7-9 -2- BioForce Nanosciences Holdings, Inc., and Subsidiary CONDENSED CONSOLIDATED BALANCE SHEETS - UNAUDITED June 30, December 31, 2025 2024 ASSETS Current Assets Cash $ 905 $ 862 Total Current Assets 905 862 Total Assets $ 905 $ 862 LIABILITIES AND STOCKHOLDERS' DEFICIT Current Liabilities Accounts Payable and Accrued Expenses $ 10,466 $ 8,836 Accrued Board of Directors Compensation 317,249 2,019,517 Due to Related Parties 57,213 274,101 Total Current Liabilities 384,928 2,302,454 Total Liabilities 384,928 2,302,454 Stockholders' Deficit Common Stock - $ 0.001 Par; 900,000,000 Shares Authorized, 33,521,755 and 29,271,755 Issued and Outstanding, Respectively 33,522 29,272 Additional Paid-In-Capital 161,760,052 158,789,302 Accumulated Deficit ( 162,177,597 ) ( 161,120,166 ) Total Stockholders' Deficit ( 384,023 ) ( 2,301,592 ) Total Liabilities and Stockholders' Deficit $ 905 $ 862 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. -3- BioForce Nanosciences Holdings, Inc., and Subsidiary CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - UNAUDITED Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Sales $ - $ - $ - $ - Cost of Sales -

Business

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 100,000 shares of Element Acquisition Corporation for $ 1,000 which then became a wholly owned subsidiary. On October 15, 2020, the Company's wholly-owned subsidiary changed its name from Element Acquisition Corporation, a Wyoming corporation, to BioForce Nanosciences Holdings, Inc, a Wyoming corporation. On December 14, 2021, the Company's wholly-owned subsidiary changed its name from BioForce Nanosciences Holdings, Inc., a Wyoming corporation to Element Global Inc., a Wyoming corporation. The Company's mission is to become a leading provider of vitamin, mineral and other nutritional supplements, powders and beverages, formulated to promote a healthier lifestyle for active individuals in all age ranges. NOTE 2 – Summary of Significant Accounting Policies Basis of Presentation The accompanying condensed consolidated balance sheet has been derived from the December 31, 2024 audited financial statements and the unaudited condensed consolidated financial statements as of June 30, 2025 and 2024, 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, 2024 (the "2024 Annual Report"), filed with the Securities and Exchange Commission (the "SEC"). It is management's opi

MANAGEMENT'S DISCUSSION AND ANALYSIS

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

Forward Looking Statements Certain matters discussed herein are forward-looking 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 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

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

Management's Discussion and Analysis of Financial

Management's Discussion and Analysis of Financial Condition and Results of Operations Overall Operating Results: Three Months – Three Months Ended June 30,, 2025 and 2024 - Unaudited Statements The Sales Revenue from the Company's BioForce Eclipse vitamin supplements for the three months ended June 30, 2025 and for the three months ended June 30, 2024 were $-0- and $-0-, respectively. During the three months ended June 30, 2025 and 2024, the Company received no orders, -0- units of its Bioforce Eclipse supplement product. The Cost of Goods Sold for the three months ended June 30, 2025 and 2024 was $-0- . Gross Margins for the three months ended June 30, 2025 and 2024 was 0% from the sale of -0- units of the BioForce Eclipse supplement product. Gross Profit for the three months ended June 30, 2025 and 2024 was $-0- . Operating expenses for three months ended June 30, 2025 totaled $122,781 from Board of Director compensation and General and Administrative Expenses, compared to $114,440 for the three months ended June 30, 2024. The increase in June 30, 2025 compared to the same period ended June 30, 2024 was attributed to higher expenses from General and Administrative Expenses. -11- Six Months – June 30, 2025 and 2024 - Unaudited The Sales Revenue from the Company's "BioForce Eclipse" vitamin supplement for the six months ended June 30, 2025 and 2024 were $-0-, Company sold no units of its Bioforce Eclipse" vitamin supplement. The Cost of Sales for the six months ended June 30, 2025 and 2024 were $-0-. Gross Margins for the six months ended June 30, 2025 and 2024 were 0% from the sale of -0- units of the "BioForce Eclipse" supplement product. Gross Profit for the

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