0001310488 2026-01-01 2026-03-31 0001310488 2026-05-18 0001310488 2026-03-31 0001310488 2025-12-31 0001310488 2025-01-01 2025-03-31 0001310488 2024-12-31 0001310488 2025-03-31 0001310488 us-gaap:CommonStockMember 2024-12-31 0001310488 us-gaap:AdditionalPaidInCapitalMember 2024-12-31 0001310488 us-gaap:RetainedEarningsMember 2024-12-31 0001310488 us-gaap:CommonStockMember 2025-12-31 0001310488 us-gaap:AdditionalPaidInCapitalMember 2025-12-31 0001310488 us-gaap:RetainedEarningsMember 2025-12-31 0001310488 us-gaap:CommonStockMember 2025-01-01 2025-03-31 0001310488 us-gaap:AdditionalPaidInCapitalMember 2025-01-01 2025-03-31 0001310488 us-gaap:RetainedEarningsMember 2025-01-01 2025-03-31 0001310488 us-gaap:CommonStockMember 2026-01-01 2026-03-31 0001310488 us-gaap:AdditionalPaidInCapitalMember 2026-01-01 2026-03-31 0001310488 us-gaap:RetainedEarningsMember 2026-01-01 2026-03-31 0001310488 us-gaap:CommonStockMember 2025-03-31 0001310488 us-gaap:AdditionalPaidInCapitalMember 2025-03-31 0001310488 us-gaap:RetainedEarningsMember 2025-03-31 0001310488 us-gaap:CommonStockMember 2026-03-31 0001310488 us-gaap:AdditionalPaidInCapitalMember 2026-03-31 0001310488 us-gaap:RetainedEarningsMember 2026-03-31 0001310488 2020-05-01 2020-05-06 0001310488 bfnh:MrMerleMember 2025-01-01 2025-03-31 0001310488 bfnh:RichardKaiserMember 2025-03-31 0001310488 bfnh:MrFergusonMember 2026-01-01 2026-03-31 0001310488 us-gaap:SeriesAPreferredStockMember 2026-03-31 0001310488 us-gaap:SeriesAPreferredStockMember 2025-12-31 0001310488 2025-01-02 2025-01-24 0001310488 2025-01-02 2025-01-27 0001310488 bfnh:NauriDeanAhmadMember us-gaap:SubsequentEventMember 2026-04-01 2026-04-30 0001310488 bfnh:MrMerleFergusonMember us-gaap:SubsequentEventMember 2026-04-01 2026-04-15 iso4217:USD shares iso4217:USD shares false 2026 --12-31 Q1 0001310488

10-Q true 2026-03-31 false 000-51074 BIOFORCE NANOSCIENCES HOLDINGS, INC. NV 74-3078125 2020 General Booth Blvd Unit 230 Virginia Beach VA 23454 757 306-6090 Yes Yes Yes Non-accelerated Filer false true false 33549005

6347

786

6347

786

6347

786

20085

11836

607453

506203

99763 101290

727301

619329

727301

619329

0.001

900000000

33521755

33522

161760052

-162514528

-162412117

-720954

-618543

6347

786

105750

11983

27707

117733

133457

-117733

-133457

15322 802000

15322

-802000

-102411

-935457

33521755

32246755

-0.00

-0.03

-102411

-935457

802000

8249

12492

101250

105750

7088

-15215

-1527

28152

-1527

28152

5561

12937

786

862

6347

13799

29271755

29272

158789302

-161120166

-2301592

4250000 4250 2970750 2975000

-935457

33521755

33522

161760052

-162055623

-262049

33521755

33522

161760052

-162412117

-618543

-102411

33521755

33522

161760052

-162514528

-720954

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. 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.

100000

1000

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 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. 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.

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 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.

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 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.

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 $185 and $-0- respectively. The Company also currently operates out of Yes International Inc., offices at no cost. During the three months ended March 31, 2026 and 2025, two board of directors paid expenses of the Company in the amount of $-0- and $3,152, respectively. During the three months ended March 31, 2025, Mr. Merle Ferguson was issued <span id="xdx_90B_eus-gaap--RestrictedStockSharesIssuedNetOfSharesForTaxWithholdings_c20250101__20250331__srt--CounterpartyNameAxis__custom--MrMerleMember_pdd" title="Restricted Stock, Shares Issued Net of Shares for Tax Withholdings">4,250,000 shares of common stock to reimburse him for accrued compensation and amounts due him totaling $2,173,000. Of this amount Mr. Richard Kaiser allowed Mr. Ferguson to assume $3,386 of his accrued liabilities and $644,023 of his accrued compensation for a total of $647,409. Mr. Ferguson also loaned $51,000 to the Company during the year ended December 31, 2025. A shareholder also loaned money to the Company during the year ended December 31, 2025 in the amount of $10,000, a formal note was finalized and converted in April 2026. During the three months ended March 31, 2026 $1,527 was repaid to related parties. Due to related parties was $99,763 and $101,290 at March 31, 2026 and December 31, 2025, respectively.

185 0

3152

4250000

2173000

3386

644023

647409

51000

1527

99763 101290

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 March 31, 2026 and December 31, 2025, there were -0- Series A Preferred shares issued and outstanding. Common Stock Common stock consists of 900,000,000 shares authorized at $0.001 par value. At March 31, 2026 and December 31, 2025, there were 33,521,755 shares issued and outstanding. On January 24, 2025 the Board approved the issuance of 4,250,000 shares of common stock to pay Mr. Ferguson for $2,173,000 that was owed to him. On January 27, 2025 when the stock was issued, the market value per share was $0.70 or $2,975,000. The difference of $802,000 is considered a loss on liability settlement and is included in the statement of operations for the three months ended March 31, 2025.

100000000

0.001

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.

900000000

0.001

33521755

4250000

On January 27, 2025 when the stock was issued, the market value per share was $0.70 or $2,975,000.

802000

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 <span id="xdx_90E_ecustom--ConversionNoticeDescription_c20260401__20260430__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember__srt--TitleOfIndividualAxis__custom--NauriDeanAhmadMember_zgiAuK8Ke6Sh" title="Conversion notice description">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. On April 15, 2026, Mr. Merle Ferguson, Chairman of the Board of Directors cancelled his month to month contract of $<span id="xdx_908_ecustom--ContractCancelledAmount_c20260401__20260415__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember__srt--TitleOfIndividualAxis__custom--MrMerleFergusonMember_pp0p0" title="Contract cancelled amount">24,000. Mr. Ferguson also forgave all amounts due him related to his accrued compensation agreement and other amounts due to him related to funding expenses of the Company as of April 17, 2026. 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.

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. 24000 false false false false