Form 10-Q - Quarterly report [Sections 13 or 15(d)]

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended September 30, 2023

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

Commission file number: 000-51074

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BIOFORCE NANOSCIENCES HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Commission file number: 000-53505


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 (principal executive offices)	23454 (Zip Code)

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

Securities registered under Section 12(b) of the Exchange Act:	None

Securities registered under Section 12(g) of the Exchange Act:	Common stock, par value $0.001 per share
	(Title of class)

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 ☒ 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 ☒ 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	☒	Smaller reporting company	☒
Emerging growth company	☐

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 ☒

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
NONE	NONE	NONE

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: At November 2, 2023 the registrant had outstanding 29,271,755 shares of common stock, par value $0.001 per share.

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TABLE OF CONTENTS


		PAGE
PART I
Item 1.	Condensed Consolidated Unaudited Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	11
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	14
Item 4.	Controls and Procedures	14
PART II
Item 1.	Legal Proceedings	15
Item 1A.	Risk Factors	15
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	15
Item 3.	Defaults Upon Senior Securities	16
Item 4.	Mining Safety Disclosures	16
Item 5.	Other Information	16
Item 6.	Exhibits	16
	Signatures	16

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PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

BIOFORCE NANOSCIENCES HOLDINGS, INC.

FINANCIAL REPORTS

SEPTEMBER 30, 2023

INDEX TO FINANCIAL STATEMENTS


Condensed Consolidated Balance Sheets at September 30, 2023 Unaudited and December 31, 2022	4
Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2023 and 2022 - Unaudited	5
Condensed Consolidated Statements of Cash Flows for the Three and Nine Months Ended September 30, 2023 and 2022 - Unaudited	6
Condensed Consolidated Statements of Stockholders’ Equity for the Three and Nine Months Ended September 30, 2023 and 2022-Unaudited	7
Notes to the Condensed Consolidated Unaudited Financial Statements	8-10

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BioForce Nanosciences Holdings, Inc., and Subsidiary

CONDENSED CONSOLIDATED BALANCE SHEETS - UNAUDITED


	September 30,			December 31,
	2023			2022
ASSETS
Current Assets
Cash	$	686		$	734

Total Current Assets		686			734

Total Assets	$	686		$	734

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current Liabilities
Accounts Payable and Accrued Expenses	$	1,075		$	398
Accrued Board of Directors Compensation		1,490,767			1,173,517
Due to Related Parties		213,664			174,096

Total Current Liabilities		1,705,506			1,348,011

Total Liabilities		1,705,506			1,348,011

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		158,781,227			158,781,227
Accumulated Deficit		(160,515,319	)		(160,157,776	)

Total Stockholders’ Deficit		(1,704,820	)		(1,347,277	)

Total Liabilities and Stockholders’ Deficit	$	686		$	734

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

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BioForce Nanosciences Holdings, Inc., and Subsidiary

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - UNAUDITED


	Three Months Ended September 30,						Nine Months Ended September 30,
	2023			2022			2023			2022
Sales	$	-		$	-		$	-		$	-

Cost of Sales		-			-			-			-

Gross Profit		-			-			-			-

Operating Expenses
Board of Directors Compensation		105,750			105,750			317,250			317,250
General and Administrative		7,857			16,837			40,293			53,529

Total Expenses		113,607			122,587			357,543			370,779

Net Loss for the Period	$	(113,607	)	$	(122,587	)	$	(357,543	)	$	(370,779	)

Weighted Average Number of Common Shares - Basic and Diluted		29,271,755			29,271,755			29,271,755			29,271,755

Net Loss for the Period Per Common Shares - Basic and Diluted	$	(0.00	)	$	(0.00	)	$	(0.01	)	$	(0.01	)

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

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BioForce Nanosciences Holdings, Inc., and Subsidiary

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED


For the Nine Months Ended September 30,	2023			2022

Cash Flows from Operating Activities

Net Loss for the Period	$	(357,543	)	$	(370,779	)

Changes in Assets and Liabilities:
Prepaid Expenses		-			40
Accounts Payable and Accrued Expenses		677			(5,469	)
Accrued Board of Directors Compensation		317,250			317,250

Net Cash Flows Used In Operating Activities		(39,616	)		(58,958	)

Cash Flows from Investing Activities		-			-

Cash Flows from Financing Activities
Capital Contributions		-			100
Proceeds from Related Parties		39,568			48,503

Net Cash Flows Provided by Financing Activities		39,568			48,603

Net Change in Cash		(48	)		(10,355	)

Cash - Beginning of Period		734			11,105

Cash - End of Period	$	686		$	750

Cash Paid During the Period for:
Interest	$	-		$	-
Income Taxes	$	-		$	-

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

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BioForce Nanosciences Holdings, Inc., and Subsidiary

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER, 2023 AND 2022 - UNAUDITED


	Common Stock				Additional					Total
	$ 0.001 Par				Paid-In		Accumulated			Stockholders’
	Shares		Amount		Capital		Deficit			Deficit

Balance - January 1, 2022		29,271,755	$	29,272	$	158,781,127	$	(159,672,262	)	$	(861,863	)

Net Loss for the Period		-		-		-		(132,408	)		(132,408	)

Balance - March 31, 2022		29,271,755		29,272		158,781,127		(159,804,670	)		(994,271	)

Net Loss for the Period		-		-		-		(115,784	)		(115,784	)

Balance - June 30, 2022		29,271,755		29,272		158,781,127		(159,920,454	)		(1,110,055	)

Capital Contribution		-		-		100		-			100

Net Loss for the Period		-		-		-		(122,587	)		(122,587	)

Balance - September 30, 2022		29,271,755	$	29,272	$	158,781,227	$	(160,043,041	)	$	(1,232,542	)

	Common Stock				Additional					Total
	$ 0.001 Par				Paid-In		Accumulated			Stockholders’
	Shares		Amount		Capital		Deficit			Deficit

Balance - January 1, 2023		29,271,755	$	29,272	$	158,781,227	$	(160,157,776	)	$	(1,347,277	)

Net Loss for the Period		-		-		-		(130,005	)		(130,005	)

Balance - March 31, 2023		29,271,755		29,272		158,781,227		(160,287,781	)		(1,477,282	)

Net Loss for the Period		-		-		-		(113,931	)		(113,931	)

Balance - June 30, 2023		29,271,755		29,272		158,781,227		(160,401,712	)		(1,591,213	)

Net Loss for the Period		-		-		-		(113,607	)		(113,607	)

Balance - September 30, 2023		29,271,755	$	29,272	$	158,781,227	$	(160,515,319	)	$	(1,704,820	)

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

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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. 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, 2022 audited financial statements and the unaudited condensed consolidated financial statements as of September 30, 2023 and 2022, 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, 2022 (the “2022 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 nine months ended September 30, 2023, are not necessarily indicative of the results of operations expected for the year ending December 31, 2023.

Principles of Consolidation

The unaudited condensed 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.

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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 nine months ended September 30, 2023, 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.

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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 nine months ended September 30, 2023 and 2022, two board of directors paid expenses of the Company in the amount of $39,568 and $48,503, respectively. Due to related parties was $213,664 and $174,096 at September 30, 2023 and December 31, 2022, 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 September 30, 2023 and December 31, 2022, 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. On November 25, 2019, the board of directors approved a 5 to 1 reverse split. At September 30, 2023 and December 31, 2022, there were 29,271,755 shares issued and outstanding, respectively.

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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

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:

● 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

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 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 its social media platform with direct online and targeted advertisements to health conscience individuals.

Nutrition retailers, grocery stores, retail pharmacies, and online stores, like Amazon, will be important channels for the Company’s Eclipse product-lines. In The USA, there are thousands of direct outlets like grocery stores, pharmacies, hospitals, department stores, medical clinics, surgery clinics, universities, nursing homes, prisons, and other facilities which are all targets of potential sales of the vitamin and mineral supplemental products.

BioForce Nanosciences Holdings, Inc. sells the BioForce Eclipse powder multivitamin and mineral supplement without non-compete and non-disclosure agreements. The Company currently private labels the powder through a manufacturer located in Virginia. The Company has a Supplier Agreement with this manufacturer that gives the Company non-exclusion rights to market the product. The distributor owns the rights to the formula for this product. If the Company can source product in a more cost-effective way without diminished quality, the Company would evaluate such opportunities when presented. Currently, the distributor who provides the private label powder provides “Consignment Terms,” which allows us to only pay for the product when it is sold.

The FDA has rules regarding the fitness for consumption of foods as well as vitamins and supplements sold to the public, and those laws apply to our product. However, our product does not require pre-clearance like a drug in order to be sold into the marketplace.

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The Company in May 2020, formed a wholly-owned subsidiary, Element Acquisition Corporation, a Wyoming corporation,with unlimited common shares authorized, par value $0.001. Element Acquisition Corporation was formed to pursue potential acquisitions in the media, entertainment, media technology and sports sectors.

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. Management intends to redomicile BioForce Nanosciences Holdings, Inc., a Nevada corporation, into a Wyoming corporation using its wholly-owned BioForce Nanosciences Holdings, Inc., a Wyoming corporation as the entity for the redomicile corporate action.

On December 14, 2021, the Company changed the name of its wholly-owned subsidiary, BioForce Nanosciences Holdings, Inc., a Wyoming corporation, to its new name, Element Global, Inc.

Memorandum of Understanding (“MOU”)

June 02, 2021, Bioforce Nanosciences Holdings, Inc. entered into another Memorandum of Understanding (MOU) with Element Global, Inc. (ELGL), a Utah Corporation. This MOU contemplates a proposed transaction between the entities that provides for BFNH to acquire all of the assets controlled by ELGL. The closing of the transaction is subject to due diligence and the execution of a definitive agreement. As of the date of this filing the MOU is still active.

Business Advisory Committee

The Company’s Business Advisory Committee (“Committee”) comprised of leading executives with extensive experience in the media, entertainment and sports sectors. The Committee was established to oversee a strategy aimed at acquiring and investing in companies across these industries.

The Committee members are the following individuals:

Mark Greenberg is CEO of Element Media Group Inc., and Director of Element Global, Inc. (OTC: ELGL). He served as the Founder and Chief Executive Officer of EPIX from 2009 to 2017 and was previously Executive Vice President for Showtime Networks, Inc., and Director of Direct Marketing at HBO (Home Box Office).

Neil Davis is the Chief Business Development Officer in Element Media Group. Mr. Davis is a seasoned digital executive who has created well over $2 billion of revenue for various companies including, AOL, Blockbuster, Dish Network and Qello Media, where he served as Chief Business Officer. He was previously CEO at Monetize, where he consulted for the media and entertainment industries. Prior to that, he was Head of Corporate and Digital Development at Blockbuster-Dish Digital.

Stephen Scheffer has served almost 30 years at HBO (Home Box Office) as President of Film Programming, Video and Enterprises. Mr. Scheffer was responsible for overseeing all motion picture programming for HBO. As President of HBO Pictures, he was responsible for the financing and production of HBO’s Silver Screen Partners and Cinema Plus theatrical movie ventures. Prior to HBO, Mr. Scheffer held executive positions at Time Life Films, Allied Artists, Polydor Records, MGM and Columbia Pictures.

Transfer Agent

Our transfer agent is Transfer Online, Inc. whose address is 512 SE Salmon Street, Portland, Oregon 97214, and telephone number (503) 227-2950.

Company Contact Information

Our principal executive and subsidiary offices are located at 2020 General Booth Blvd., Unit 230, Virginia Beach, VA 23454, telephone (757) 306-6090. The information to be contained in our Internet website, www.bioforceeclipse.com, shall not constitute part of this report.

Current Directors

The following table provides information concerning our officers and directors. All directors hold office until the next annual meeting of stockholders or until their successors have been elected and qualified.


Merle Ferguson	Director
Richard Kaiser	Director/CFO/Secretary
Steve Gagnon	Co-CEO
John LaViolette	Co-CEO
Sasha Shapiro	President

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

Overall Operating Results:

Three Months – September 30, 2023 and 2022 Statements

The Sales Revenue from the Company’s BioForce Eclipse vitamin supplements for the three months ended September 30, 2023 and for the three months ended September 30, 2022 were $-0- and $-0-, respectively. During the three months ended September 30, 2023 and 2022 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, 2023 and 2022 was $-0-.

Gross Margins for the three months ended September 30, 2023 and 2022 was 0% from the sale of -0- units of the BioForce Eclipse supplement product.

Gross Profit for the three months ended September 30, 2023 and 2022 was $-0-.

Operating expenses for three months ended September 30, 2023 totaled $113,607 from Board of Director compensation and General and Administrative Expenses, compared to $122,587 for the three months ended September 30, 2022. This decrease in September 30, 2023 compared to the same period ended September 30, 2022 was attributed to lower expenses from professional services rendered.

Nine Months – September 30, 2023 and 2022 Statements

The Sales Revenue from the Company’s “BioForce Eclipse” vitamin supplement for the nine months ended September 30, 2023 and 2022 were $-0-, Company sold no units of its Bioforce Eclipse” vitamin supplement.

The Cost of Sales for the nine months ended September 30, 2023 and 2022 were $-0-.

Gross Margins for the nine months ended September 30, 2023 and 2022 were 0% from the sale of -0- units of the “BioForce Eclipse” supplement product.

Gross Profit for the nine months ended September 30, 2023 and 2022 were $-0-.

Operating expenses for nine months ended September 30, 2023, totaled $357,543 for Board of Director Compensation and General and Administrative Expenses, compared to $370,779 for the nine months ended September 30, 2022. This decrease during the same nine month period ended September 30, 2023 was attributed to a decrease in professional service fees.

Net Loss:

Net loss for the three months ended September 30, 2023 and 2022 were $113,607 and $122,587, respectively. Net loss for the nine months ended September 30, 2023 and 2022 were $357,543 and $370,779, respectively.

Liquidity and Capital Resources:

As of September 30, 2023, the Company’s assets totaled $686, which consisted of cash. Our total liabilities were $1,705,506 from accounts payable and accrued expenses, accrued director compensation expenses and amounts due to related parties. As of September 30, 2023, the Company had an accumulated deficit of $160,515,319 and working capital deficit $1,704,820.

As indicated herein, we need capital for the implementation of our business plan, and we will need additional capital for continuing our operations. We do not have sufficient revenues to pay our operating expenses at this time. Unless the company is able to raise working capital, it is likely that the Company will either have to cease operations or substantially change its methods of operations or change its business plan (See Note 4 in Financial Statements). For the next 12 months the Company has a written commitment from its CEO in Mr. Merle Ferguson’s employment contract to advance funds as necessary in meeting the Company’s operating requirements.

BioForce NanoSciences Holdings, Inc. does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company, or any of its subsidiaries’ operating results, financial position, or cash flow.

Cash Provided by (Used in) Operating Activities

Net cash used in operating activities for the nine months ended September 30, 2023 and 2022 were $39,568 and $58,958, respectively. The decrease amount was attributed from lower General and Administrative cost that were used in operational and professional service fee expenses.

Cash Flows from Investing Activities

Net cash used in investing activities was $-0- for both the nine month periods ended September 30, 2023 and 2022.

Cash Provided by Financing Activities

Net cash provided by financing activities was $39,568 for nine months ended September 30, 2023 from proceeds from Related Parties, and was $48,603 for nine months ended September 30, 2022 from proceeds from Capital Contributions and Proceeds from Related Parties.

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Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

New Accounting Pronouncements

BioForce Nanosciences Holdings, Inc. does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company, or any of its subsidiaries’ operating results, financial position, or cash flow.

Accounting Principals

Our consolidated financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles in the United States. Preparing financial statements requires management to make estimates and assumptions that impact the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. Critical accounting policies include revenue recognition and impairment of long-lived assets.

Revenue Recognition

In accordance with ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”), revenues are recognized when control of the promised goods or services is 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: (1) Identify the contract with a client; (2) Identify the performance obligations in the contract; (3) Determine the transaction price; (4) Allocate the transaction price to performance obligations in the contract; and (5) Recognize revenues when or as the company satisfies a performance obligation.

We adopted this ASU on January 1, 2018. Although the new revenue standard is expected to have an immaterial impact, if any, on our ongoing net income, we did implement changes to our processes related to revenue recognition and the control activities within them.

Reverse Stock Split

We were authorized to issue 900,000,000 shares of our common stock, of which 15,270,588 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 235 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. 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 which have voting and conversion rights of 100 common shares, par value $0.001; leaving a balance of 90,000,000 “Blank Check” Preferred. There are no Series ‘A’ Preferred shares issued or outstanding.

Going Concern

We have incurred net losses since our inception. We anticipate incurring additional losses before realizing growth in revenue and we will depend on additional financing in order to meet our continuing obligations and ultimately to attain profitability. Our ability to obtain additional financing, whether through the issuance of additional equity or through the assumption of debt, is uncertain. Accordingly, our independent auditors’ report on our financial statements for the year ended December 31, 2022 includes an explanatory paragraph regarding concerns about our ability to continue as a going concern, including additional information contained in the notes to our financial statements describing the circumstances leading to this disclosure. The financial statements do not include any adjustments that might result from the uncertainty about our ability to continue our business.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Principal Executive Officer and Principal Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this Quarterly Report on Form 10-Q. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Based on our evaluation, our Principal Executive Officer and Principal Financial Officer, after considering the existence of material weaknesses identified, determined that our internal control over financial reporting disclosure controls and procedures were not effective as of September 30, 2023.

-14-

Evaluation of Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.

Our internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with the authorization of our management and directors, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management, including our Principal Executive Officer and Principal Financial Officer, assessed the effectiveness of our internal control over financial reporting as of September 30, 2023. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control – Integrated Framework (2013).

We identified the following deficiencies which together constitute a material weakness in our assessment of the effectiveness of internal control over financial reporting as of September 30, 2023:

The Company has inadequate segregation of duties within its cash disbursement control design.

During the period ended September 30, 2023, the Company internally performed all aspects of its financial reporting process, including, but not limited to the underlying accounting records and the recording of journal entries and for the preparation of financial statements. This process was deficient, because these duties were performed often times by the same people, and therefore a lack of review was created over the financial reporting process that might result in a failure to detect errors in spreadsheets, calculations, or assumptions used to compile the financial statements and related disclosures as filed with the SEC. These control deficiencies could result in a material misstatement to our interim or annual financial statements that would not be prevented or detected.

It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Because of these and other inherent limitations of control system, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

This report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report.

We regularly review our system of internal control over financial reporting to ensure that we maintain an effective internal control environment. If deficiencies appear in our internal controls, management will make changes that address those deficiencies.

Changes in Internal Control Over Financial Reporting

There have been no changes in the Company’s internal control over financial reporting that occurred during the reporeting period ended September 30, 2023 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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

ITEM 1A. RISK FACTORS

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and, as such, are not required to provide the information under this Item.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None

-15-

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINING SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION.

None

ITEM 6. EXHIBITS

Index to Exhibits.

Exhibit No.		Description of Exhibit
31.1		Certification Chief Executive Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to §302 of the Sarbanes-Oxley Act of 2002.+

31.2		Certification Chief Executive Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to §302 of the Sarbanes-Oxley Act of 2002.+

32.1		Certification Chief Executive Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002.+

32.2		Certification Chief Executive Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002.+

101		Interactive Financial Data XBRL Extensions+

104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)+

+ filed herewith

SIGNATURES

In accordance with the requirements of the Exchange Act, the Registrant caused this Amended report to be signed on its behalf by the undersigned, thereunto duly authorized.

BIOFORCE NANOSCIENCES HOLDINGS, INC.


Dated: November 3, 2023	By: /s/Steve Gagnon Steve Gagnon Chief Executive Officer

	By: /s/Richard Kaiser Richard Kaiser Chief Financial Officer, Principal AccountingOfficer and Secretary

-16-

Exhibit 31.1

CHIEF EXECUTIVE OFFICER

I, Steve Gagnon, hereby certify that:

(1) I have reviewed this quarterly report on Form 10-Q of Bioforce Nanosciences Holdings, Inc..;

(2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

(3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

(4) The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

(5) The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Dated: November 03, 2023

/s/Steve Gagnon

Steve Gagnon

Chief Executive Officer

Exhibit 31.2

CHIEF FINANCIAL OFFICER

I, Richard Kaiser, hereby certify that:

(1) I have reviewed this quarterly report on Form 10-Q of BioForce Nanosciences Holdings, Inc..;

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.




Dated:November 03, 2023	/s/Richard Kaiser Richard Kaiser Chief Financial Officer

Exhibit 32.1

CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), the undersigned officers of Bioforce Nanosciences Holdings, Inc., a Nevada corporation (the "Company"), do hereby certify, to the best of their knowledge, that:

1. The Quarterly Report on Form 10-Q for the period ending September 30, 2023 (the "Report") of the Company complies in all material respects with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: November 03, 2023

/s/Steve Gagnon

Steve Gagon

Chief Executive Officer

Exhibit 32.2

CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: November 03, 2023

/s/Richard Kaiser

Richard Kaiser

Chief Financial Officer

Cover - shares	9 Months Ended
Cover - shares	Sep. 30, 2023	Oct. 31, 2023
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2023
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--12-31
Entity File Number	000-51074
Entity Registrant Name	BIOFORCE NANOSCIENCES HOLDINGS, INC.
Entity Central Index Key	0001310488
Entity Tax Identification Number	74-3078125
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	2020 General Booth Blvd.
Entity Address, Address Line Two	Unit 230
Entity Address, City or Town	Virginia Beach
Entity Address, State or Province	VA
Entity Address, Postal Zip Code	23454
City Area Code	(757)
Local Phone Number	306-6090
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		29,271,755

CONDENSED CONSOLIDATED BALANCE SHEETS - UNAUDITED - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Current Assets
Cash	$ 686	$ 734
Total Current Assets	686	734
Total Assets	686	734
Current Liabilities
Accounts Payable and Accrued Expenses	1,075	398
Accrued Board of Directors Compensation	1,490,767	1,173,517
Due to Related Parties	213,664	174,096
Total Current Liabilities	1,705,506	1,348,011
Total Liabilities	1,705,506	1,348,011
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	158,781,227	158,781,227
Accumulated Deficit	(160,515,319)	(160,157,776)
Total Stockholders’ Deficit	(1,704,820)	(1,347,277)
Total Liabilities and Stockholders’ Deficit	$ 686	$ 734

CONDENSED CONSOLIDATED BALANCE SHEETS - UNAUDITED (Parenthetical) - $ / shares	Sep. 30, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	900,000,000	900,000,000
Common stock, shares issued	29,271,755	29,271,755
Common stock, shares outstanding	29,271,755	29,271,755

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - UNAUDITED - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Income Statement [Abstract]
Sales
Cost of Sales
Gross Profit
Operating Expenses
Board of Directors Compensation	105,750	105,750	317,250	317,250
General and Administrative	7,857	16,837	40,293	53,529
Total Expenses	113,607	122,587	357,543	370,779
Net Loss for the Period	$ (113,607)	$ (122,587)	$ (357,543)	$ (370,779)
Weighted Average Number of Common Shares - Basic	29,271,755	29,271,755	29,271,755	29,271,755
Weighted Average Number of Common Shares - Diluted	29,271,755	29,271,755	29,271,755	29,271,755
Net Loss for the Period Per Common Shares - Basic	$ 0.00	$ 0.00	$ 0.01	$ 0.01
Net Loss for the Period Per Common Shares - Diluted	$ 0.00	$ 0.00	$ 0.01	$ 0.01

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED - USD ($)	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Cash Flows from Operating Activities
Net Loss for the Period	$ (357,543)	$ (370,779)
Changes in Assets and Liabilities:
Prepaid Expenses		40
Accounts Payable and Accrued Expenses	677	(5,469)
Accrued Board of Directors Compensation	317,250	317,250
Net Cash Flows Used In Operating Activities	(39,616)	(58,958)
Cash Flows from Investing Activities
Cash Flows from Financing Activities
Capital Contributions		100
Proceeds from Related Parties	39,568	48,503
Net Cash Flows Provided by Financing Activities	39,568	48,603
Net Change in Cash	(48)	(10,355)
Cash - Beginning of Period	734	11,105
Cash - End of Period	686	750
Cash Paid During the Period for:
Interest
Income Taxes

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT UNAUDITED - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance - June 30, 2023 at Dec. 31, 2021	$ 29,272	$ 158,781,127	$ (159,672,262)	$ (861,863)
Beginning balance, shares at Dec. 31, 2021	29,271,755
Net Loss for the Period			(132,408)	(132,408)
Balance - September 30, 2023 at Mar. 31, 2022	$ 29,272	158,781,127	(159,804,670)	(994,271)
Ending balance, shares at Mar. 31, 2022	29,271,755
Net Loss for the Period			(115,784)	(115,784)
Balance - September 30, 2023 at Jun. 30, 2022	$ 29,272	158,781,127	(159,920,454)	(1,110,055)
Ending balance, shares at Jun. 30, 2022	29,271,755
Capital Contribution		100		100
Net Loss for the Period			(122,587)	(122,587)
Balance - September 30, 2023 at Sep. 30, 2022	$ 29,272	158,781,227	(160,043,041)	(1,232,542)
Ending balance, shares at Sep. 30, 2022	29,271,755
Balance - June 30, 2023 at Dec. 31, 2022	$ 29,272	158,781,227	(160,157,776)	(1,347,277)
Beginning balance, shares at Dec. 31, 2022	29,271,755
Net Loss for the Period			(130,005)	(130,005)
Balance - September 30, 2023 at Mar. 31, 2023	$ 29,272	158,781,227	(160,287,781)	(1,477,282)
Ending balance, shares at Mar. 31, 2023	29,271,755
Net Loss for the Period			(113,931)	(113,931)
Balance - September 30, 2023 at Jun. 30, 2023	$ 29,272	158,781,227	(160,401,712)	(1,591,213)
Ending balance, shares at Jun. 30, 2023	29,271,755
Net Loss for the Period			(113,607)	(113,607)
Balance - September 30, 2023 at Sep. 30, 2023	$ 29,272	$ 158,781,227	$ (160,515,319)	$ (1,704,820)
Ending balance, shares at Sep. 30, 2023	29,271,755

Organization & Description of Business

9 Months Ended

Sep. 30, 2023

Accounting Policies [Abstract]

Organization & Description of Business

NOTE 1 – Organization & Description of Business

Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2023

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

NOTE 2 – Summary of Significant Accounting Policies

Basis of Presentation

Principles of Consolidation

Use of Estimates

Earnings (Loss) per Share

Stock-Based Compensation

Fair Value of Financial Instruments

Revenue Recognition

Recently Issued Accounting Standards

9 Months Ended

Sep. 30, 2023

Accounting Changes and Error Corrections [Abstract]

Recently Issued Accounting Standards

NOTE 3 – Recently Issued Accounting Standards

Going Concern

9 Months Ended

Sep. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Going Concern

NOTE 4 – Going Concern

Related Party Transactions

9 Months Ended

Sep. 30, 2023

Related Party Transactions

NOTE 5 – Related Party Transactions

Stock

9 Months Ended

Sep. 30, 2023

Equity [Abstract]

Stock

NOTE 6 – Stock

Preferred Stock

Common Stock

Summary of Significant Accounting Policies (Policies)	9 Months Ended
Summary of Significant Accounting Policies (Policies)	Sep. 30, 2023
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying condensed consolidated balance sheet has been derived from the December 31, 2022 audited financial statements and the unaudited condensed consolidated financial statements as of September 30, 2023 and 2022, 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, 2022 (the “2022 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 nine months ended September 30, 2023, are not necessarily indicative of the results of operations expected for the year ending December 31, 2023.
Principles of Consolidation	Principles of Consolidation The unaudited condensed 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	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 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	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	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	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.

Organization & Description of Business (Details Narrative)	May 06, 2020 USD ($) shares
Accounting Policies [Abstract]
Number of shares purchased \| shares	100,000
Payment to acquire subsidiary \| $	$ 1,000

Related Party Transactions (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Related Party Transactions [Abstract]
Expenses	$ 39,568	$ 48,503
Due to related parties	$ 213,664		$ 174,096

Stock (Details Narrative) - $ / shares	1 Months Ended	9 Months Ended
Stock (Details Narrative) - $ / shares	Nov. 25, 2019	Sep. 30, 2023	Dec. 31, 2022
Class of Stock [Line Items]
Preferred stock, shares authorized		100,000,000	100,000,000
Preferred stock, par value		$ 0.001	$ 0.001
Preferred stock conversion basis		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.
Common stock, shares authorized		900,000,000	900,000,000
Common stock, par value		$ 0.001	$ 0.001
Reverse stock split	5 to 1 reverse split
Common stock, shares, issued		29,271,755	29,271,755
Common stock, shares, outstanding		29,271,755	29,271,755
Series A Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized		10,000,000	10,000,000
Preferred stock, shares issued		0	0
Preferred stock, shares outstanding		0	0

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