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U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[X]  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2021.

[  ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 000-51074

IMAGE PROVIDED BY CLIENT

BIOFORCE NANOSCIENCES HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Nevada

74-3078125

(State or Other Jurisdiction of Incorporation or Organization)

(I.R.S. Employer Identification No.)

 

2020 General Booth Blvd., Unit 230 Virginia Beach, VA

23454

(Address of Principal Executive Offices)

(Zip Code)

 

Registrant’s telephone number, including area code: 757-306-6090

 

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. Yes [X] No [  ]

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). Yes [X] No [  ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [  ]

Accelerated filer [  ]

Non-accelerated filer [X]

Smaller reporting company [X]

Emerging growth company [  ]

-1-

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 [  ] No [X]

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: At July 26, 2021 the registrant had outstanding 29,271,755 shares of common stock, par value $0.001 per share.

TABLE OF CONTENTS

 

PAGE

PART I

Item 1.Condensed Consolidated Unaudited Financial Statements

3

-2-

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

BIOFORCE NANOSCIENCES HOLDINGS, INC.

 

FINANCIAL REPORTS

AT

JUNE 30, 2021

INDEX TO FINANCIAL STATEMENTS

 

Condensed Consolidated Balance Sheets at June 30, 2021- Unaudited and December 31, 2020

4

Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2021 and 2020 - Unaudited

5

Condensed Consolidated Statements of Cash Flows for the Three and Six Months Ended June 30, 2021 and 2020 - Unaudited

6

Condensed Consolidated Statements of Stockholders' Equity for the Three and Six Months Ended June 30, 2021 and 2020– Unaudited

7

Notes to the Condensed Consolidated Unaudited Financial Statements

8-10

-3-

BioForce Nanosciences Holdings, Inc., and Subsidiary

CONDENSED CONSOLIDATED BALANCE SHEETS - UNAUDITED

 

June 30,

December 31,

2021

2020

ASSETS

Current Assets

Cash

$

27,305

$

39,865

Prepaid Expenses

100

-

 

Total Current Assets

27,405

39,865

 

Total Assets

$

27,405

$

39,865

 

LIABILITIES AND STOCKHOLDERS' DEFICIT

 

Current Liabilities

Accounts Payable and Accrued Expenses

$

1,032

$

5,090

Accrued Board of Directors Compensation

539,017

327,517

Due to Related Parties

114,658

67,166

 

Total Current Liabilities

654,707

399,773

 

Total Liabilities

654,707

399,773

 

Stockholders' Deficit

Common Stock - $0.001 Par; 900,000,000 Shares Authorized, 29,271,755 Issued and Outstanding, Respectively​​

29,272

29,272

Additional Paid-In-Capital

158,781,127

158,781,127

Accumulated Deficit

(159,437,701)

(159,170,307)

 

Total Stockholders' Deficit

(627,302)

(359,908)

 

Total Liabilities and Stockholders' Deficit

$

27,405

$

39,865

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

-4-

BioForce Nanosciences Holdings, Inc., and Subsidiary

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - UNAUDITED

 

 

Three Months Ended June 30,

 

Six Months Ended June 30,

2021

2020

2021

2020

 

Sales

$

-

$

-

$

-

$

-

 

Cost of Sales

-

-

-

-

 

Gross Profit

-

-

-

-

 

Operating Expenses

Board of Directors Compensation

105,750

105,173

211,500

158,114,863

General and Administrative

16,565

21,537

55,894

53,205

 

Total Expenses

122,315

126,710

267,394

158,168,068

 

Net Loss for the Period

$

(122,315)

$

(126,710)

$

(267,394)

$

(158,168,068)

 

Weighted Average Number of Common Shares - Basic and Diluted​​

29,271,755

15,271,755

29,271,755

15,271,402

 

Net Loss for the Period Per Common Shares - Basic and Diluted

$

(0.00)

$

(0.00)

$

(0.01)

$

(10.36)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

-5-

BioForce Nanosciences Holdings, Inc., and Subsidiary

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED

 

For the Six Months Ended June 30,

2021

2020

Cash Flows from Operating Activities

 

Net Loss for the Period

$

(267,394)

$

(158,168,068)

 

Non-Cash Adjustments:

Common and Preferred Stock Issued for Current Year Board of Directors Compensation​​

-

158,000,000

 

Changes in Assets and Liabilities:

Prepaid Expenses

(100)

3,047

Accounts Payable and Accrued Expenses

(4,058)

(10,248)

Accrued Board of Directors Compensation

211,500

114,863

 

Net Cash Flows Used In Operating Activities

(60,052)

(60,406)

 

Cash Flows from Investing Activities

-

-

 

Cash Flows from Financing Activities

Proceeds from Related Parties

47,492

47,376

 

Net Cash Flows Provided by Financing Activities

47,492

47,376

 

Net Change in Cash

(12,560)

(13,030)

 

Cash - Beginning of Period

39,865

52,895

 

Cash - End of Period

$

27,305

$

39,865

 

Cash Paid During the Period for:

Interest

$

-

$

-

Income Taxes

$

-

$

-

 

Supplemental Disclosures of Non Cash Investing and Financing Activities:​​

Common Stock Issued to Pay Stock Payable

$

-

$

1,339

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

-6-

BioForce Nanosciences Holdings, Inc., and Subsidiary

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021 AND 2020 - UNAUDITED

 

Common Stock

Preferred Stock - A

Additional

Total

$ 0.001 Par

$ 0.001 Par

Paid-In

Accumulated

Stockholders'

Shares

Amount

Shares

Amount

Capital

Deficit

Equity

 

Balance - April 1, 2020

15,271,755

$

15,272

2,000,000

$

2,000

$

158,793,127

$

(158,803,110)

$

7,289

 

Net Loss for the Period

-

-

-

-

-

(126,710)

(126,710)

 

Balance - June 30, 2020

15,271,755

$

15,272

2,000,000

$

2,000

$

158,793,127

$

(158,929,820)

$

(119,421)

Common Stock

Preferred Stock - A

Additional

Total

$ 0.001 Par

$ 0.001 Par

Paid-In

Accumulated

Stockholders'

Shares

Amount

Shares

Amount

Capital

Deficit

Equity

 

Balance - April 1, 2021

29,271,755

$

29,272

-

$

-

$

158,781,127

$

(159,315,386)

$

(504,987)

 

Net Loss for the Period

-

-

-

-

-

(122,315)

(122,315)

 

Balance - June 30, 2021

29,271,755

$

29,272

-

$

-

$

158,781,127

$

(159,437,701)

$

(627,302)

Common Stock

Preferred Stock - A

Additional

Total

$ 0.001 Par

$ 0.001 Par

Paid-In

Accumulated

Stockholders'

Shares

Amount

Shares

Amount

Capital

Deficit

Equity

 

Balance - January 1, 2020

15,270,588

$

15,271

-

$

-

$

793,789

$

(761,752)

$

47,308

 

Common Stock Issued for Product Payment - Stock Payable

1,167

1

-

-

1,338

-

1,339

 

Preferred Shares Issued for Services

-

-

2,000,000

2,000

157,998,000

-

158,000,000

 

Net Loss for the Period

-

-

-

-

-

(158,168,068)

(158,168,068)

 

Balance - June 30, 2020

15,271,755

$

15,272

2,000,000

$

2,000

$

158,793,127

$

(158,929,820)

$

(119,421)

Common Stock

Preferred Stock - A

Additional

Total

$ 0.001 Par

$ 0.001 Par

Paid-In

Accumulated

Stockholders'

Shares

Amount

Shares

Amount

Capital

Deficit

Equity

 

Balance - January 1, 2021

29,271,755

$

29,272

-

$

-

$

158,781,127

$

(159,170,307)

$

(359,908)

 

Net Loss for the Period

-

-

-

-

-

(267,394)

(267,394)

 

Balance - June 30, 2021

29,271,755

$

29,272

-

$

-

$

158,781,127

$

(159,437,701)

$

(627,302)

-7-

BIOFORCE NANOSCIENCES HOLDINGS, INC., AND SUBSIDIARY

NOTES TO THE CONDENSED CONSOLIDATED UNAUDITED 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 100,000 shares of Element Acquisition Corporation for $1,000 which then became a wholly owned subsidiary. The Company on October 15, 2020 changed the name of its wholly-owned subsidiary Element Acquisition Corporation, a Wyoming corporation, to BioForce Nanosciences Holdings, Inc, a Wyoming corporation. 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, 2020 audited financial statements and the unaudited condensed consolidated financial statements as of June 30, 2021 and 2020, 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, 2020 (the “2020 Annual Report”), filed with the Securities and Exchange Commission (the “SEC”). It is management’s opinion, however, that all material adjustments (consisting of normal recurring adjustments), have been made which are necessary for fair condensed consolidated financial statements presentation. Operating results for the three and six months ended June 30, 2021, are not necessarily indicative of the results of operations expected for the year ending December 31, 2021.

Principles of Consolidation

The consolidated financial statements include the accounts of Bioforce Nanosciences Holdings, Inc., and its wholly owned subsidiary, Bioforce Nanosciences Holdings, Inc., a Wyoming corporation, (the “Company”). All significant inter-company balances have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Earnings (Loss) per Share

Earnings (loss) per share of common stock are computed in accordance with FASB ASC 260 “Earnings per Share”. Basic earnings (loss) per share are computed by dividing income or loss available to common shareholders by the weighted-average number of common shares outstanding for each period. Diluted earnings per share are calculated by adjusting the weighted average number of shares outstanding assuming conversion of all potentially dilutive stock options, warrants and convertible securities, if dilutive. Common stock equivalents that are anti-dilutive are excluded from both diluted weighted average number of common shares outstanding and diluted earnings (loss) per share.

-8-

BIOFORCE NANOSCIENCES HOLDINGS, INC., AND SUBSIDIARY

NOTES TO THE CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS


NOTE 2 – Summary of Significant Accounting Policies - continued

Stock-Based Compensation

We account for employee and non-employee stock-based compensation in accordance with the guidance of FASB ASC Topic 718, Compensation—Stock Compensation, which requires all share-based payments, including grants of stock options, to be recognized in the financial statements based on their fair values. The fair value of the equity instrument is charged directly to compensation expense and credited to additional paid-in capital over the period during which services are rendered.

Fair Value of Financial Instruments

The estimated fair values for financial instruments are determined at discrete points in time based on relevant market information. These estimates involve uncertainties and cannot be determined with precision. The carrying amounts of accounts payable and accrued liabilities approximate fair value given their short-term nature or effective interest rates.

Revenue Recognition

The Company implemented ASC 606, Revenue from Contracts with Customers. These included the development of new policies based on the five-step model provided in the new revenue standard, ongoing contract review requirements, and gathering of information provided for disclosures.

The Company recognizes revenue and cost of goods sold from product sales or services rendered when control of the promised goods are transferred to our clients in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods and services. To achieve this core principle, we apply the following five steps: identify the contract with the client, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to performance obligations in the contract and recognize revenues when or as the Company satisfies a performance obligation.

NOTE 3 – Recently Issued Accounting Standards

The Company has implemented all new accounting pronouncements that are in effect and is evaluating any that may impact its financial statements, including the new lease standard. The Company does not have any leases and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

NOTE 4 – Going Concern

The Company’s consolidated financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has reported recurring losses from operations and has net current liabilities and an accumulated deficit. These conditions raise substantial doubt as to the Company’s ability to continue as a going concern.

While the Company is attempting to continue operations and generate revenues, the Company’s cash position may not be significant enough to support the Company’s daily operations. Management believes that the actions presently being taken to further implement the Company’s business plan; to expand sales with a dynamic marketing campaign and generate revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to generate revenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate revenues. During the three and six months ended June 30, 2021 due to lack of revenues the officers of the Company paid for all expenses through loans to the Company. This allowed the Company to continue as a going concern.

-9-

BIOFORCE NANOSCIENCES HOLDINGS, INC., AND SUBSIDIARY

NOTES TO THE CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS


NOTE 5 – Related Party Transactions

The Company’s Director, Secretary and Acting CFO, Richard Kaiser, is the operator of Yes International, a full-service investor relations firm. He handles duties of the Company regarding his officer capacities as the Secretary and Acting CFO, but also provides investor relations services through Yes International for the Company at no charge.

During the six months ended June 30, 2021 and 2020, two board of directors paid expenses of the Company in the amount of $47,492 and $13,772, respectively. Due to related parties was $114,658 and $67,166 at June 30, 2021 and December 31, 2020, respectively.

NOTE 6 – Stock

Preferred Stock

Preferred stock consists of 100,000,000 shares authorized at $0.001 par value. 10,000,000 of these preferred shares have been separately allocated to Series A Preferred. Preferred stock can be converted into 100 shares of common stock, have dividend rights at 100 times common and have voting rights equal to 100 shares of common stock. At December 31, 2020 and 2019 there were -0- Series A Preferred shares issued and outstanding. On June 30, 2020, the Company issued two million shares of Series A preferred stock as compensation for their two board members. The preferred shares were valued at $158 million based on the market price of the Company’s common stock of $0.79 on the measurement date, given such preferred stock can be converted into 100 shares of common stock and has dividend and voting rights as though converted into common stock. On December 4, 2020, the two board of directors returned these 2,000,000 shares to be retired. In exchange the Company issued 14,000,000 common shares.

Common Stock

Common stock consists of 900,000,000 shares authorized at $0.001 par value. On November 25, 2019, the board of directors approved a 5 to 1 reverse split. At June 30, 2021 and December 31, 2020 there were 29,271,755 shares issued and outstanding, respectively.

During the year ended December 31, 2020, the Company issued 1,167 shares of common stock in exchange for product payment that was recorded in stock payable in the amount of $1,339 at December 31, 2019. The fair value of the shares issued was based on the market price of the Company’s common stock on the measurement date.

NOTE 7 – Risks and Uncertainties

Coronavirus Impact (COVID-19)

Due to the recent outbreak of the coronavirus reported in many countries worldwide, local and federal governments have issued travel advisories, canceled large scale public events and closed schools. In addition, companies have begun to cancel conferences and travel plans and require employees to work from home. Global financial markets have also experienced extreme volatility and disruptions to capital and credit markets.

We are unable to predict the impact of the coronavirus on our operations at this time. Adverse events such as health-related concerns about working in our offices, the inability to travel, potential impact on our business partners and customers, and other matters affecting the general work and business environment could harm our business and delay the implementation of our business strategy. The adverse events may also adversely impact our ability to raise capital or to continue as a going concern. We continue to monitor the recent outbreak of the coronavirus on our operations.

 

-10-

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