BIOFORCE Nanosciences Reports Zero Revenue, Widening Losses Amidst Going Concern Doubt

TL;DR

**BFNH is a zombie company with no revenue, burning cash, and relying on related-party handouts; avoid at all costs.**

AI Summary

BIOFORCE NANOSCIENCES HOLDINGS, INC. (BFNH) reported no revenue for the three and nine months ended September 30, 2025, consistent with the prior year. The company incurred a net loss of $115,915 for the three months ended September 30, 2025, a slight improvement from a net loss of $122,024 in the same period of 2024. For the nine months ended September 30, 2025, the net loss significantly widened to $1,173,346, compared to $367,277 in the prior year, primarily due to an $801,193 loss on liability settlement related to the issuance of 4,250,000 common shares to Mr. Merle Ferguson. Total current liabilities decreased substantially from $2,302,454 at December 31, 2024, to $500,722 at September 30, 2025, largely due to a reduction in accrued Board of Directors compensation from $2,019,517 to $421,800 and amounts due to related parties from $274,101 to $68,213. Cash balances remained critically low at $784 as of September 30, 2025, down from $862 at December 31, 2024. The company continues to operate under a going concern doubt, relying on loans from officers and related parties to cover expenses, with a related party depositing an additional $10,000 on November 10, 2025, for operational expenses.

Why It Matters

This filing reveals a company struggling for survival, with zero revenue and a significant net loss of $1,173,346 for the nine months ended September 30, 2025. For investors, this signals extreme risk and a lack of a viable business model, as the company relies entirely on related-party funding to cover basic operating expenses. Employees and customers face high uncertainty given the 'going concern' warning and the company's history of failed ventures. In a competitive nutritional supplement market, BFNH's inability to generate sales or establish brand awareness suggests it's far from being a meaningful player, making it an unattractive prospect for any market participant.

Risk Assessment

Risk Level: high — The company explicitly states a 'going concern' doubt due to 'recurring losses from operations' and 'net current liabilities' totaling $500,722 at September 30, 2025. With zero revenue for the reported periods and a cash balance of only $784, BFNH's ability to sustain operations is entirely dependent on external, related-party funding, as evidenced by the $10,000 deposit from a related party on November 10, 2025.

Analyst Insight

Investors should avoid BIOFORCE NANOSCIENCES HOLDINGS, INC. (BFNH) stock. The company's lack of revenue, significant losses, and explicit 'going concern' warning indicate a highly speculative and unsustainable business model. Capital is at extreme risk.

Financial Highlights

debt To Equity

N/A

revenue

$0

operating Margin

N/A

total Assets

$784

total Debt

$500,722

net Income

$(1,173,346)

eps

$(0.04)

gross Margin

0.0%

cash Position

$784

revenue Growth

0.0%

Revenue Breakdown

Key Numbers

• $0 — Sales (for the three and nine months ended September 30, 2025 and 2024, indicating no revenue generation)
• $(1,173,346) — Net Loss (for the nine months ended September 30, 2025, significantly higher than $(367,277) in 2024)
• $801,193 — Loss on Liability Settlement (incurred during the nine months ended September 30, 2025, contributing to the increased net loss)
• $784 — Cash (at September 30, 2025, a critically low balance)
• $500,722 — Total Current Liabilities (at September 30, 2025, down from $2,302,454 at December 31, 2024)
• 33,521,755 — Common Shares Outstanding (as of November 18, 2025, including 4,250,000 shares issued to Mr. Ferguson)
• $0.04 — Net Loss Per Common Share (for the nine months ended September 30, 2025)
• $10,000 — Related Party Deposit (received on November 10, 2025, to cover professional and operational fees)

Key Players & Entities

• BIOFORCE NANOSCIENCES HOLDINGS, INC. (company) — registrant
• Mr. Richard Kaiser (person) — member of the Board of Directors and controller of Yes International Inc.
• Mr. Merle Ferguson (person) — recipient of 4,250,000 common shares to satisfy liabilities
• Yes International Inc. (company) — related party providing services at no cost except for fees
• Element Global Inc. (company) — wholly-owned subsidiary of BIOFORCE NANOSCIENCES HOLDINGS, INC.
• U.S. SECURITIES AND EXCHANGE COMMISSION (regulator) — filing recipient

FAQ

Risk Factors

• Going Concern Doubt [high — financial]: The company's critically low cash balance of $784 as of September 30, 2025, and reliance on loans from officers and related parties highlight significant going concern doubts. An additional $10,000 deposit on November 10, 2025, indicates continued dependence on related party funding for operational expenses.
• Significant Net Loss Widening [high — financial]: The net loss for the nine months ended September 30, 2025, significantly widened to $1,173,346 from $367,277 in the prior year. This was primarily driven by an $801,193 loss on liability settlement related to the issuance of 4,250,000 common shares.
• Lack of Revenue Generation [high — operational]: The company reported no revenue for the three and nine months ended September 30, 2025, and 2024. This indicates a persistent inability to generate sales from its current business model, despite efforts in marketing and sales campaigns.
• High Accrued Liabilities [medium — financial]: Although total current liabilities decreased from $2,302,454 to $500,722, a substantial portion remains as accrued Board of Directors compensation ($421,800) and amounts due to related parties ($68,213). These obligations represent significant future cash outflows.
• Past Business Failure [medium — legal]: The company's prior subsidiary, involved in manufacturing nano-particular measurement devices and molecular printers, filed for bankruptcy due to lack of profitability. This history suggests a pattern of business model challenges.

Industry Context

BioForce Nanosciences Holdings, Inc. operates in the nutritional supplements market, a sector characterized by a wide array of products and brands. The company focuses on private labeling vitamins, minerals, powders, and beverages for active individuals. Key distribution channels include retailers, sporting goods stores, supermarkets, and online platforms.

Regulatory Implications

As a provider of nutritional supplements, BFNH is subject to regulations by bodies like the FDA concerning product safety, labeling, and manufacturing practices. Failure to comply with these regulations could result in penalties, product recalls, and damage to the company's reputation.

What Investors Should Do

1. Monitor cash burn and related party funding
2. Evaluate the viability of the new business model
3. Assess the impact of the liability settlement

Key Dates

• 2025-09-30: End of Nine Months Reporting Period — Reported $0 revenue and a net loss of $1,173,346, with cash at $784 and total current liabilities at $500,722.
• 2025-11-10: Related Party Deposit — A related party deposited $10,000 to cover operational expenses, underscoring the company's reliance on external funding.
• 2025-11-18: Common Shares Outstanding Update — 33,521,755 common shares outstanding, including 4,250,000 issued to Mr. Merle Ferguson, which resulted in a significant loss on liability settlement.

Glossary

Going Concern

An assumption that a company will continue to operate for the foreseeable future. If there is substantial doubt about a company's ability to continue as a going concern, it must be disclosed. (BFNH explicitly states it continues to operate under a going concern doubt due to its financial condition.)

Loss on Liability Settlement

A loss recognized when a company settles a liability for less than its carrying amount, often due to debt restructuring or equity issuance. (BFNH incurred a significant $801,193 loss on liability settlement related to share issuance, impacting its net loss.)

Accrued Board of Directors Compensation

Compensation earned by board members but not yet paid. It is recorded as a liability. (A substantial reduction in this accrued compensation contributed to the decrease in total current liabilities.)

Due to Related Parties

Amounts owed by the company to its officers, directors, or other affiliated entities. (A decrease in amounts due to related parties was a factor in reducing current liabilities, but reliance on related parties for funding persists.)

Year-Over-Year Comparison

Compared to the prior year, BioForce Nanosciences Holdings, Inc. continues to report zero revenue for the three and nine months ended September 30, 2025. While the net loss for the three-month period slightly improved, the nine-month net loss significantly widened due to a substantial loss on liability settlement. Total current liabilities saw a dramatic decrease, primarily from reductions in accrued director compensation and amounts due to related parties, though cash reserves remain critically low.

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
• $115,915 — months ended September 30, 2025 totaled $115,915 from Board of Director compensation and
• $122,024 — nd Administrative Expenses, compared to $122,024 for the three months ended September 30

Filing Documents

• bfnh-20250930_10q.htm (10-Q) — 295KB
• ex311.htm (EX-31.1) — 5KB
• ex312.htm (EX-31.2) — 5KB
• ex321.htm (EX-32.1) — 2KB
• ex322.htm (EX-32.1) — 2KB
• bfnhlogo2019001.jpg (GRAPHIC) — 21KB
• 0001091818-25-000163.txt ( ) — 1633KB
• bfnh-20250930.xsd (EX-101.SCH) — 13KB
• bfnh-20250930_cal.xml (EX-101.CAL) — 20KB
• bfnh-20250930_def.xml (EX-101.DEF) — 32KB
• bfnh-20250930_lab.xml (EX-101.LAB) — 118KB
• bfnh-20250930_pre.xml (EX-101.PRE) — 88KB
• bfnh-20250930_10q_htm.xml (XML) — 112KB

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 SEPTEMBER 30, 2025 INDEX TO FINANCIAL STATEMENTS INDEX TO FINANCIAL STATEMENTS Condensed Consolidated Balance Sheets at September 30, 2025 Unaudited and December 31, 2024 4 Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2025 and 2024 - Unaudited 5 Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2025 and 2024 - Unaudited 6 Condensed Consolidated Statements of Stockholders' Equity for the Three and Nine Months Ended September 30, 2025 and 2024-Unaudited 7 Notes to the Condensed Consolidated Unaudited Financial Statements 8-10 -2- BioForce Nanosciences Holdings, Inc., and Subsidiary CONDENSED CONSOLIDATED BALANCE SHEETS - UNAUDITED September 30, December 31, 2025 2024 ASSETS Current Assets Cash $ 784 $ 862 Total Current Assets 784 862 Total Assets $ 784 $ 862 LIABILITIES AND STOCKHOLDERS' DEFICIT Current Liabilities Accounts Payable and Accrued Expenses $ 10,709 $ 8,836 Accrued Board of Directors Compensation 421,800 2,019,517 Due to Related Parties 68,213 274,101 Total Current Liabilities 500,722 2,302,454 Total Liabilities 500,722 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 ( 162,293,512 ) ( 161,120,166 ) Total Stockholders' Deficit ( 499,938 ) ( 2,301,592 ) Total Liabilities and Stockholders' Deficit $ 784 $ 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 September 30, Nine Months Ended September 30

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL

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

Forward Looking Statements

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

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

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 Condition

Management's Discussion and Analysis of Financial Condition and Results of Operations Overall Operating Results: Three Months – Three Months Ended September 30, 2025 and 2024 - Unaudited Statements The Sales Revenue from the Company's BioForce Eclipse vitamin supplements for the three months ended September 30, 2025 and for the three months ended September 30, 2024 were $-0- and $-0-, respectively. During the three months ended September 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 September 30, 2025 and 2024 was $-0- . Gross Margins for the three months ended September 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 September 30, 2025 and 2024 was $-0- . Operating expenses for three months ended September 30, 2025 totaled $115,915 from Board of Director compensation and General and Administrative Expenses, compared to $122,024 for the three months ended September 30, 2024. The decrease in September 30, 2025 compared to the same period ended September 30, 2024 was attributed to lower General and Administrative Expenses. -11- Nine Months – September 30, 2025 and 2024

View Full Filing

View this 10-Q filing on SEC EDGAR